8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

October 2, 2012
Date of Report (date of earliest event reported)

Standard Parking Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-50796	16-1171179
(Commission File Number)	(IRS Employer Identification No.)

900 N. Michigan Avenue, Suite 1600
Chicago, Illinois 60611
(Address of Principal Executive Offices) (Zip Code)

(312) 274-2000
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On October 2, 2012 (the “Closing Date”), Standard Parking Corporation, a Delaware corporation (“Standard”), completed its acquisition of KCPC Holdings, Inc., a Delaware corporation (“KCPC”) and the ultimate parent of Central Parking Corporation, a Tennessee corporation (“Central”), by means of a merger (the “Merger”) of Hermitage Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Standard (“Merger Sub”), with and into KCPC, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 28, 2012, by and among Standard, KCPC, Merger Sub and Kohlberg CPC Rep, L.L.C., a Delaware limited liability company, in its capacity as the stockholders’ representative thereunder (the “Stockholders’ Representative”).  KCPC was the surviving corporation in the Merger and, as a result, is now a wholly-owned subsidiary of Standard.

Information relating to the Merger was previously included in certain of Standard’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) and Standard’s Definitive Proxy Statement on Schedule 14A filed with the SEC on August 3, 2012 (the “Proxy Statement”).  Pursuant to General Instruction B.3 of Form 8-K, Standard is not required to include information in this Current Report on Form 8-K to the extent such information was previously reported in any of the Current Reports on Form 8-K previously filed in connection with the Merger or in the Proxy Statement.

Item 1.01 Entry into a Material Definitive Agreement

Credit Agreement

In connection with the Merger, on the Closing Date, Standard entered into a Credit Agreement (the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”), as administrative agent, Wells Fargo Bank, N.A. and JP Morgan Chase Bank, N.A., as co-syndication agents, U.S. Bank National Association, First Hawaiian Bank and General Electric Capital Corporation, as co-documentation agents, Merrill Lynch, Pierce, Fenner & Smith Inc., Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as joint lead arrangers and joint book managers, and the lenders party thereto (the “Lenders”).

Pursuant to the terms, and subject to the conditions, of the Credit Agreement, the Lenders have made available to Standard a new senior secured credit facility (the “Senior Credit Facility”) that permits aggregate borrowings of $450 million consisting of (i) a revolving credit facility of up to $200 million at any time outstanding, which includes a letter of credit facility that is limited to $100 million at any time outstanding, and (ii) a term loan facility of $250 million.  The Senior Credit Facility matures on October 2, 2017.

The entire amount of the term loan portion of the Senior Credit Facility was drawn by Standard on the Closing Date and is subject to scheduled quarterly amortization of principal based on the following amounts:  (i) $22.5 million in the first year, (ii) $22.5 million in the second year, (iii) $30 million in the third year, (iv) $30 million in the fourth year and (v) $37.5 million in the fifth year.  Standard also borrowed $72.8 million under the revolving credit facility on the Closing Date.  The proceeds from these borrowings have been used by Standard to repay

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outstanding indebtedness of Standard and Central, and will also be used to pay costs and expenses related to the Merger and the related financing and fund ongoing working capital and other general corporate purposes.

Borrowings under the Senior Credit Facility bear interest, at Standard’s option, (i) at a rate per annum based on Standard’s consolidated total debt to EBITDA ratio for the 12-month period ending as of the last day of the immediately preceding fiscal quarter, determined in accordance with the applicable pricing levels set forth in the Credit Agreement (the “Applicable Margin”) for LIBOR loans, plus the applicable LIBOR rate or (ii) the Applicable Margin for base rate loans plus the highest of (x) the federal funds rate plus 0.5%, (y) the Bank of America prime rate and (z) a daily rate equal to the applicable LIBOR rate plus 1.0%.

Under the terms of the Credit Agreement, Standard is required to maintain a maximum consolidated total debt to EBITDA ratio of not greater than 4.5:1.0 (with certain step-downs described in the Credit Agreement).  In addition, Standard is required to maintain a minimum consolidated fixed charge coverage ratio of not less than 1:25:1.0 (with certain step-ups described in the Credit Agreement).

Events of default under the Credit Agreement include failure to pay principal or interest when due, failure to comply with the financial and operational covenants, the occurrence of any cross default event, non-compliance with other loan documents, the occurrence of a change of control event, and bankruptcy and other insolvency events. If an event of default occurs and is continuing, the Lenders holding a majority of the commitments and outstanding term loan under the Credit Agreement have the right, among others, to (i) terminate the commitments under the Credit Agreement, (ii) accelerate and require Standard to repay all the outstanding amounts owed under the Credit Agreement and (iii) require Standard to cash collateralize any outstanding letters of credit.

Each wholly-owned domestic subsidiary of Standard (subject to certain exceptions set forth in the Credit Agreement) has guaranteed all existing and future indebtedness and liabilities of the other guarantors and the Company arising under the Credit Agreement.

Standard intends to file a copy of the Credit Agreement as an exhibit to a subsequent periodic report.

Registration Rights Agreement

In connection with the Merger, on the Closing Date, Standard entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Kohlberg CPC Rep, L.L.C. (“Kohlberg”), 2929 CPC HoldCo, LLC (“Lubert-Adler”), VCM STAN-CPC Holdings, LLC (“Versa”), each of which was, immediately prior to the effective time of the Merger (the “Effective Time”), a stockholder of KCPC and, as a result of the Merger, is now a stockholder of Standard (together with West-FSI, LLC, the “KCPC Stockholders”).  As described in Standard’s Current Report on Form 8-K filed with the SEC on February 29, 2012 and the Proxy Statement, pursuant to the terms of the Registration Rights Agreement, Standard is required to file with the SEC a shelf registration statement, registering for public sale by Kohlberg, Lubert-Adler and Versa the shares of common stock of Standard, par value $0.001 per share (the “Common Stock”), issued by Standard to such KCPC Stockholders in connection with the Merger, no later than six months following the Closing Date.  Under the Registration Rights Agreement, Standard is required to maintain the effectiveness of the shelf registration statement for resales of Common Stock by such KCPC Stockholders until the earliest of (i) the date upon which the registrable securities (as defined in the Registration Rights Agreement) are

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able to be sold without registration under the Securities Act of 1933 (the “Securities Act”), (ii) the date that all registrable securities have been sold and (iii) the seventh anniversary of the effective date of the shelf registration statement.  Neither Kohlberg, Lubert-Adler nor Versa is permitted to request an underwritten offering of registrable securities prior to the first anniversary of the Closing Date and, prior to the third anniversary of the Closing Date, neither Kohlberg, Lubert-Adler nor Versa may make any offers or sales of registrable securities pursuant to a shelf registration except in a firm commitment underwritten public offering.

The Registration Rights Agreement also provides Kohlberg, Lubert-Adler and Versa with piggyback registration rights for underwritten public offerings that Standard may effect for its own account or for the benefit of other selling stockholders.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference herein.

Closing Agreements

As previously disclosed in Item 1.01 of Standard’s Current Report on Form 8-K filed with the SEC on February 29, 2012, on February 28, 2012, Standard entered into Closing Agreements (the “Initial Closing Agreements”) with Lubert-Adler Real Estate Fund V, L.P., Lubert-Adler Real Estate Parallel Fund V, L.P., Kohlberg Investors V, L.P., Kohlberg TE Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P., KOCO Investors V, L.P., Versa Capital Fund I, L.P. and Versa Capital Fund I Parallel, L.P.  A description of the terms of the Initial Closing Agreements was previously included in Item 1.01 of Standard’s Current Report on Form 8-K filed with the SEC on February 29, 2012 and in the Proxy Statement.

In connection with the Merger, on the Closing Date, Standard entered into additional Closing Agreements (the “Additional Closing Agreements”) with each of the KCPC Stockholders and Sailorshell and Co., CP Klaff Equity LLC and Jumpstart Development LLC (Worldwide), each of which was, prior to the transfer of its shares in KCPC to the KCPC Stockholders, a stockholder of KCPC.

Pursuant to the terms of the Additional Closing Agreements, Kohlberg, Lubert-Adler and Versa have agreed that, for a period of three years following the Closing Date and for so long as such KCPC Stockholder owns in the aggregate (together with its affiliates, all other KCPC Stockholders and their respective affiliates and any other persons with which any of the foregoing form a “group”) beneficially or of record more than 10% of the issued and outstanding Common Stock, to cause the shares of Common Stock held by them to be counted as present at any meeting of Standard’s stockholders and to vote, in person or by proxy, all of such shares of Common Stock as follows:

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For two years following the Closing Date:

·with respect to the election of directors to the board of directors of Standard (the “Standard Board”), “for” any nominees recommended by the Standard Board; and

·with respect to all other matters submitted for a vote of Standard’s stockholders, in accordance with the recommendation of the Standard Board with respect to such matters.

For the period beginning on the day after the second anniversary of the Closing Date and ending on the third anniversary of the Closing Date:

·with respect to the election of directors to the Standard Board, “for” any nominees recommended by the Standard Board; and

·with respect to all other matters submitted for a vote of Standard’s stockholders, in proportion to the votes cast by all other Standard stockholders.

The Additional Closing Agreements also provide that Kohlberg, Lubert-Adler and Versa will be subject to a four-year standstill period following the Closing Date, during which time, such KCPC Stockholder will not, among other things, (i) acquire or agree to acquire any additional voting securities of Standard, (ii) seek or propose a merger, acquisition, tender offer or other extraordinary transaction with or involving Standard or any of its subsidiaries or their respective securities or assets, (iii) call a meeting of the stockholders of Standard or initiate a stockholder proposal or (iv) form a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934) with any person (other than an affiliate of such KCPC Stockholder) with respect to the acquisition or voting of any voting securities of Standard.

The Additional Closing Agreements impose certain restrictive covenants on Kohlberg and Versa, including (i) confidentiality obligations with respect to confidential information of Standard and (ii) non-disparagement requirements.  Lubert-Adler is subject to confidentiality obligations with respect to confidential information of Standard pursuant to the terms of its Additional Closing Agreement.

The foregoing description of the Additional Closing Agreements does not purport to be complete and is qualified in its entirety by reference to the Closing Agreements, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.2 through 10.8 and are incorporated by reference herein.

Item 1.02 Termination of a Material Definitive Agreement

In connection with and effective upon the execution and delivery of the Credit Agreement described in Item 1.01 in this Current Report on Form 8-K, Standard terminated its then-existing Amended and Restated Credit Agreement (the “Prior Credit Agreement”), dated as of July 15, 2008, among Standard, Bank of America, as administrative agent, Wells Fargo Bank, N.A. as syndication agent, Banc of America Securities LLC and Wells Fargo Bank, N.A., as joint lead arrangers, Banc of America Securities LLC, as sole book manager, and the lenders

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party thereto, which was included as Exhibit 10.1 to Standard’s Current Report on Form 8-K filed with the SEC on July 18, 2008. All amounts outstanding under the Prior Credit Agreement were repaid in full.  There were no termination penalties incurred by Standard in connection with the termination of the Prior Credit Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets

On the Closing Date, Merger Sub merged with and into KCPC.  KCPC was the surviving corporation in the Merger and, as a result, is now a wholly-owned subsidiary of Standard.

In the Merger, each share of common stock and preferred stock of KCPC issued and outstanding as of the Effective Time was converted into the right to receive its pro rata portion of 6,161,334 shares of Common Stock in the aggregate.  In addition, each share of KCPC common stock was converted into the right to receive its pro rata portion of $27 million of total cash consideration (subject to adjustment as provided in the Merger Agreement), to be paid on the third anniversary of the Closing Date, to the extent not used to satisfy the indemnification obligations of the stockholders of KCPC that may arise under the Merger Agreement.

The foregoing description of the Merger does not purport to be complete and is qualified in its entirety by reference to Item 1.01 of Standard’s Current Report on Form 8-K filed with the SEC on February 29, 2012 and the Proxy Statement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information described in Item 1.01 of this Current Report on Form 8-K under the heading “Credit Agreement” is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities

On the Closing Date, as partial consideration for the shares of common stock and preferred stock of KCPC issued and outstanding as of the Effective Time and exchanged pursuant to the Merger, Standard issued an aggregate amount of 6,161,332 shares of Common Stock to the KCPC Stockholders.  Standard issued the shares of Common Stock in reliance on the exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.  Each KCPC Stockholder has represented that such KCPC Stockholder is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, is financially sophisticated and was acquiring such shares of Common Stock with “investment intent.”

The shares of Common Stock issued to the KCPC Stockholders in connection with the Merger are deemed to be “restricted securities” for purposes of Rule 144 of the Securities Act, and the certificates representing the securities bear legends to that effect. Such shares may not be resold or offered without registration or an exemption from registration.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Pursuant to the Merger Agreement, immediately following the Effective Time, the size of the Standard Board was increased from five to eight members.

As disclosed in Standard’s Current Report on Form 8-K filed with the SEC on June 22, 2012, at a meeting of the Standard Board held on June 19, 2012, the Standard Board, upon the recommendation of the Nominating and Corporate Governance Committee and subject to the consummation of the Merger, appointed Paul Halpern, Jonathan Ward and Gordon Woodward, each of whom was designated by the Stockholders Representative in accordance with the terms of the Merger Agreement, to fill the three new directorships resulting from the increase of the size of the Standard Board.  The appointment of each of Messrs. Halpern, Ward and Woodward to the Standard Board became effective immediately following the Effective Time.  Additional information regarding Messrs.  Halpern, Ward and Woodward is contained in the Proxy Statement.

In addition, the changes to Standard’s management team in connection with the closing of the Merger described in Item 5.02 of Standard’s Current Report on Form 8-K filed with the SEC on September 26, 2012, including appointing Thomas Hagerman, Standard’s current Chief Operating Officer, as Executive Vice President, Chief Business Development Officer, and appointing G Marc Baumann, Standard’s Chief Financial Officer, as President, Urban Operations, became effective immediately following the Effective Time.

Item 8.01 Other Events

On October 2, 2012, Standard issued a press release announcing the consummation of the Merger.  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01.  Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.  Financial statements of KCPC required by Rule 3-05 of Regulation S-X were previously included in the Proxy Statement.  Pursuant to General Instruction B.3 of Form 8-K, no additional financial statements of KCPC are required to be included herein.

(b) Pro Forma Financial Information.  Pro forma financial statements required by Article 11 of Regulation S-X were previously included in the Proxy Statement.  Pursuant to General Instruction B.3 of Form 8-K, no additional pro forma financial statements are required to be included herein.

(d)  Exhibits

10.1 Registration Rights Agreement, dated as of October 2, 2012, among Standard Parking Corporation, Kohlberg CPC Rep, L.L.C., 2929 CPC HoldCo, LLC and

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	VCM STAN-CPC Holdings, LLC
10.2	Closing Agreement, dated as of October 2, 2012, between Standard Parking Corporation and Kohlberg CPC Rep, L.L.C.
10.3	Closing Agreement, dated as of October 2, 2012, between Standard Parking Corporation and 2929 CPC HoldCo, LLC
10.4	Closing Agreement, dated as of October 2, 2012, between Standard Parking Corporation and VCM STAN-CPC Holdings, LLC
10.5	Closing Agreement, dated as of October 2, 2012, between Standard Parking Corporation and West-FSI, LLC
10.6	Closing Agreement, dated as of October 2, 2012, between Standard Parking Corporation and Sailorshell and Co.
10.7	Closing Agreement, dated as of October 2, 2012, between Standard Parking Corporation and CP Klaff Equity LLC
10.8	Closing Agreement, dated as of October 2, 2012, between Standard Parking Corporation and Jumpstart Development LLC (Worldwide)
99.1	Press Release issued by Standard Parking Corporation on October 2, 2012

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Standard Parking Corporation
Date: October 2, 2012	/s/ G MARC BAUMANN
	G Marc Baumann
	Chief Financial Officer

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EX-10.1

Exhibit 10.1

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of October 2, 2012, is by and among Standard Parking Corporation, a Delaware corporation (the “Company”), and the undersigned holders (each, a “Holder” and collectively, the “Holders”).

RECITALS:

WHEREAS, pursuant to the Agreement and Plan of Merger (as amended from time to time in accordance with its terms, the “Merger Agreement”), dated as of February 28, 2012, by and among the Company, KCPC Holdings, Inc., a Delaware corporation (“Central”), Hermitage Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Kohlberg CPC Rep, L.L.C., a Delaware limited liability company in its capacity as the Stockholders’ Representative thereunder, among other things, at the effective time of the Merger (the “Effective Time”), Merger Sub will be merged with and into Central, with Central surviving the Merger, on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”);

WHEREAS, at the Effective Time, each Holder will be entitled to receive the number of shares of Parent Common Stock equal to the Number of Closing Shares Per Holder for such Holder (collectively, the “Acquired Shares”); and

WHEREAS, the Company desires to provide the Holders with certain registration rights with respect to the Acquired Shares under the Securities Act on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holders, intending to be legally bound, agree as follows:

ARTICLE I.
DEFINITIONS.

Capitalized terms used in this Agreement and not defined herein have the meanings ascribed to such terms in the Merger Agreement.  In addition, the following terms shall have the corresponding meanings for purposes of this Agreement.

“Acquired Shares” has the meaning set forth in the Recitals.

“Agreement” has the meaning set forth in the Preamble.

“Availability Date” has the meaning set forth in Section 4.01(k).

“Central” has the meaning set forth in the Recitals.

“Company” has the meaning set forth in the Preamble.

“Deferral Notice” has the meaning set forth in Section 2.01(e)(ii).

“Deferral Period” has the meaning set forth in Section 2.01(e)(ii).

“Demand Underwritten Offering” has the meaning set forth in Section 4.02(a).

“Effective Time” has the meaning set forth in the Recitals.

“Free Writing Prospectus” means any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to any Registration Statement.

“Filing Deadline” means the date that is six (6) months after the Effective Time; provided, however, that if the Filing Deadline falls on a Saturday, Sunday or any other day that the SEC is closed for business, the Filing Deadline shall be extended to the next Business Day on which the SEC is open for business.

“FINRA” means the Financial Industry Regulatory Authority (or successor thereto).

“Form S-3” means such form of registration statement under the Securities Act as in effect on the date hereof or any successor form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC after the effective date of such registration statement.

“Holder” has the meaning set forth in the Preamble.

“Indemnified Party” has the meaning set forth in Section 7.03(a).

“Indemnifying Party” has the meaning set forth in Section 7.03(a).

“Information Request” has the meaning set forth in Section 5.01.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to any Registration Statement.

“Lock-Up Period” has the meaning set forth in Section 5.04.

“Losses” has the meaning set forth in Section 7.01.

“Merger” has the meaning set forth in the Recitals.

“Merger Agreement” has the meaning set forth in the Recitals.

“Other Securities” means all shares of Parent Common Stock and all other securities issued by the Company (other than Registrable Securities).

“Permitted Delay” has the meaning set forth in Section 2.01(e).

“Piggyback Registration” has the meaning set forth in Section 3.01.

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“Principal Market” means, with respect to the Parent Common Stock, the Nasdaq Global Select Market; provided, however, that, if at any time after the date of this Agreement the principal national stock exchange or trading market for the Parent Common Stock is not the Nasdaq Global Select Market, “Principal Market” shall at such time mean, with respect to the Parent Common Stock, such other national stock exchange or trading market.

“Prospectus” means the prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, any Issuer Free Writing Prospectus, and all other amendments and supplements to the Prospectus, including pre-and post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in the Prospectus.

“Register,” “registered,” and “registration” refer to a registration effected by preparing and filing one or more Registration Statements in compliance with the Securities Act and the declaration or ordering of effectiveness of such Registration Statements by the SEC.

“Registrable Securities” means (i) the Acquired Shares and (ii) any shares of capital stock of the Company issued or issuable with respect to the Acquired Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise; provided, however, that any Registrable Securities shall cease to be Registrable Securities upon the earliest to occur of (1) the date upon which such Registrable Securities are sold or exchanged by a Person pursuant to an effective Registration Statement or in compliance with Rule 144, (2) the date upon which reputable U.S. counsel shall have delivered a written opinion addressed to the Company and the Company’s transfer agent, in form and substance reasonably satisfactory to the Company and the Holder of such Registrable Securities, that all remaining Registrable Securities beneficially held by such Holder may be freely sold without registration under the Securities Act under Rule 144 without being subject to the volume limitations and manner of sale restrictions contained therein and that, accordingly, any restrictive legend included on the certificates representing such Registrable Securities may be removed and, if such Holder shall have thereafter surrendered such certificates to the Company’s transaction agent, the Company shall have caused the Company’s transfer agent to deliver to such Holder stock certificates representing such shares of Parent Common Stock without any restrictive legends thereon, or (3) the date upon which such Registrable Securities shall otherwise have ceased to be outstanding.

“Registration Period” has the meaning set forth in Section 2.01(b).

“Registration Statement” means a registration statement or registration statements of the Company filed with the SEC under the Securities Act covering Registrable Securities.

“Required Holders” means the holders of a majority of the outstanding Registrable Securities at any time.

“Required Participating Holders” means, with respect to any offering, the holders of a majority of the outstanding Registrable Securities that have elected to participate in such offering.

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“Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“Rule 415 Limitation” has the meaning set forth in Section 2.01(a).

“Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“Shelf Registration” has the meaning set forth in Section 2.01(a).

“Trading Day” means any day on which the Parent Common Stock is traded on the Principal Market; provided that “Trading Day” shall not include any day on which the Parent Common Stock is scheduled to trade, or actually trades, on the Principal Market for less than 4.5 hours.

“Valid Business Reason” has the meaning set forth in Section 2.01(e).

ARTICLE II.
SHELF REGISTRATION.

Section 2.01.Shelf Registration.

(a)The Company shall prepare and file with the SEC, no later than the Filing Deadline, a “shelf” Registration Statement on Form S-3 (if the Company is then eligible to use Form S-3 or any comparable or successor form or forms or any similar short form registration covering the resale of such Registrable Securities for which the Company is then eligible) relating to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution requested by the Holders to be set forth in the Registration Statement and Rule 415 (together with any additional registration statements filed to register any Registrable Securities, including those that were subject to a Rule 415 Limitation, the “Shelf Registration”). In no event shall the Company be obligated to effect any Shelf Registration other than pursuant to a Form S-3 (or any comparable or successor form or forms or any similar short form registration covering the resale of such Registrable Securities) if the Company is then eligible to use Form S-3 (or such comparable or successor form) for the registration of the Holder Shares under the Securities Act.  If the Company is not eligible to use Form S-3 (or such comparable or successor form) at the time of filing of a Registration Statement pursuant to this Article II, the Company will use Form S-1 (or such comparable or successor form thereto) to effect such registration and will undertake to register the Registrable Securities on Form S-3 (or such comparable or successor form thereto) promptly after such form is available for use by the Company; provided that the Company shall not be obligated to keep effective any Shelf Registration on Form S-1 for a period in excess of one hundred eighty (180) days in any twelve (12) month period (treating, for purposes of such determination, any days included in any Deferral Period as days during which such Shelf Registration is not effective); provided further, that upon regaining eligibility to use Form S-3 (or any comparable or successor form), the Company shall promptly file a Shelf Registration on Form S-3 (or such comparable or successor form thereto), which may be in the form of a post-

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effective amendment to a Shelf Registration on Form S-1, covering all of the then Registrable Securities and, subject to the immediately preceding proviso, will maintain the effectiveness of the Shelf Registration on Form S-1 (or such comparable or successor form) then in effect until such time as a Shelf Registration on Form S-3 (or such comparable or successor form thereto) covering the Registrable Securities has been declared effective by the SEC. If the Company continues to not be eligible to use Form S-3 (or such comparable or successor form thereto) to register the Registrable Securities after the one hundred eighty (180) day period referred to above has expired in respect of the most recent Shelf Registration on Form S-1 (or such comparable or successor form thereto), the Company will, upon the written request of one or more Holders file another Shelf Registration on Form S-1 (or such comparable or successor form thereto) covering the Registrable Securities subject to the same limitations regarding maintenance of effectiveness as described above; provided that the Company shall not be obligated to file more than one (1) Shelf Registration on Form S-1 (or such comparable or successor form thereto), together with any amendments thereto, in any calendar year and shall not be obligated to file a Shelf Registration on Form S-1 (or such comparable or successor form thereto), other than the initial Shelf Registration on Form S-1, until the date that is ninety (90) days after the expiration of the one hundred eighty (180) day period referred to above in respect of the immediately preceding Shelf Registration on Form S-1 (or such comparable or successor form thereto).  Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Article II to be declared effective under the Securities Act as promptly as reasonably possible after the filing thereof.  The Company shall use its commercially reasonable efforts to address any comments from the SEC regarding any such Registration Statement and to advocate with the SEC for the registration of all Registrable Securities.  Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the Registrable Securities on a Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders (a “Rule 415 Limitation”) or otherwise, such Registration Statement shall register the resale of a number of Registrable Securities which is equal to the maximum number of shares as is permitted by the SEC, and, subject to the provisions of this Section 2.01, the Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as reasonably practicable in accordance with the applicable rules, regulations and guidance of the SEC. In such event, the number of Registrable Securities to be registered for each Holder in such Registration Statement shall be reduced pro rata among all Holders.

(b)Subject to Section 2.01(a) with respect to Shelf Registration on Forms S-1, the Company shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act and, subject to Section 2.01(d), useable for resale of all of the Registrable Securities included therein, to re-file such Registration Statement upon its expiration, to file another Registration Statement to register any Registrable Securities subject to a Rule 415 Limitation promptly upon the occurrence of any circumstance or event that would permit the registration of such Registrable Securities (and to cause such additional Registration Statement to become effective) and, subject to Section 4.02(c), to reasonably cooperate in any shelf take down, by amending or supplementing the Prospectus related to such Registration Statement as may be reasonably requested by each Holder, or as otherwise required for it to be available for resales by each Holder of the Registrable Securities, until the earlier of (x) the date upon which the Registrable Securities held by such Holder cease to be Registrable Securities, (y) the date that all Registrable Securities (including for the

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avoidance of doubt any Registrable Securities that were subject to any Rule 415 Limitation) held by such Holder have been sold and (z) the seventh anniversary of the date on which the Shelf Registration is first declared effective by the SEC shall be referred to herein as the “Registration Period.”

(c)Upon receipt of a written request from any Holder, the Company shall, within fifteen (15) Business Days of such receipt but subject to any Rule 415 Limitation, file such amendments to a Shelf Registration or supplements to a related Prospectus as are reasonably necessary to permit such Holder to effect sales of such Registrable Securities pursuant to such Shelf Registration.

(d)Notwithstanding anything set forth herein to the contrary, prior to the third anniversary of the Effective Time, no Holder shall, or shall be entitled to, make any offers or sales of Registrable Securities pursuant to a Shelf Registration except in a firm commitment underwritten public offering as provided in Section 4.02.

(e)If (A) the SEC issues a stop order suspending the effectiveness of the Registration Statement or initiates proceedings with respect to the Registration Statement under Section 8(d) or 8(e) of the Securities Act or (B) the Board, in its good faith judgment, determines that the filing of a Registration Statement pursuant to this Section 2.1, or any amendment or supplement thereto, should be delayed (with respect to the initial filing or otherwise), or offers and/or sales of Registrable Securities suspended (any such delay or suspension, a “Permitted Delay”), because such delay or suspension (as applicable) is necessary to (a) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company, (b) prevent the registration or public offering contemplated thereby from having a material adverse effect on (i) a proposal or plan by the Company or any of its Subsidiaries to engage in a material acquisition of assets or securities (other than in the ordinary course of business), merger, consolidation, tender offer, recapitalization, reorganization or other transaction, or (ii) the business, operations or management of the Company or any of its Subsidiaries, or (c) amend or supplement the affected Registration Statement or the related prospectus so that such Registration Statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which made, not misleading (a “Valid Business Reason”):

(i)in the case of clause (A) above, subject to clause (ii) below, as promptly as reasonably practicable, the Company shall take such action as is necessary to eliminate the stop order and, to the extent applicable, cause the Registration Statement to become effective, including preparing and filing, if necessary pursuant to applicable law, a post-effective amendment to such Registration Statement or a supplement to the related prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and related prospectus so that (1) such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (2) such prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the

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statements therein, in the light of the circumstances under which they were made, not misleading, and, in the case of a post-effective amendment to the Registration Statement, subject to the remainder of this Section 2.01(e), use commercially reasonable efforts to cause it to be declared effective as promptly as is reasonably practicable;

(ii)the Company shall promptly notify the Holders in writing of the Permitted Delay (a “Deferral Notice”) and, subject to Section 2.01(e)(iii) below, the expected duration of the Permitted Delay (such period of the Permitted Delay, a “Deferral Period”).  Upon receipt of any Deferral Notice, the Holders shall immediately suspend making any offers or sales pursuant to the Registration Statement until such Holders are advised in writing by the Company that the Registration Statement and the related prospectus may be used for such purpose, and, if applicable, have received copies of any supplemented or amended prospectus and any other additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus; and

(iii)the Company will use its commercially reasonable efforts to ensure that the use of the Prospectus with respect to such Registration Statement may be resumed (x) in the case of clause (A) above, as promptly as is reasonably practicable and (y) in the case of clause (B) above, as soon as, in the reasonable good faith judgment of the Company there is no Valid Business Reason to continue such suspension and postponement.  The Company shall give written notice to the Holders of the termination of the Deferral Period promptly thereafter.  Notwithstanding anything to the contrary contained herein, in no event shall (A) a single Deferral Period arising from a Valid Business Reason exceed sixty (60) consecutive days, (B) a Deferral Period arising from a single Valid Business Reason be invoked more than once in any six (6) month period, or (C) the aggregate number of days included in Deferral Periods invoked by the Company exceed ninety (90) days in any one (1) year period.

ARTICLE III.
PIGGYBACK REGISTRATIONS.

Section 3.01.Right to Piggyback.  Whenever, during the period beginning on the date hereof and ending on the expiration of the Registration Period, the Company proposes to register any of its shares of Parent Common Stock under the Securities Act in connection with a firm commitment underwritten public offering of such shares of Parent Common Stock for cash and the registration form to be used may be used for the registration of the Registrable Securities (a “Piggyback Registration”), the Company shall give written notice, delivered at least 20 days prior to the initial filing of a Registration Statement with the SEC, to the Holders of Registrable Securities of the Company’s intention to effect such a registration and, subject to Section 3.02, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusions therein within 10 days after the Company gives such notice.

Section 3.02.Priority on Piggyback Registrations.  Notwithstanding the foregoing, (i) if a Piggyback Registration is a firm commitment underwritten primary offering on behalf of the Company and the managing underwriters advise the Company in writing that, in their good faith opinion, the number of securities requested to be included in such Piggyback Registration exceeds the number or aggregate dollar amount of such securities that can be sold in such

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offering without adversely affecting the marketability of such offering of the Company’s securities (including an adverse effect on the per share offering price), the Company will include in such registration: (a) first, the Other Securities that the Company proposes to sell, (b) second, the number of Registrable Securities requested to be included in such Piggyback Registration by the Holders that, in the opinion of such underwriters, can be sold, pro rata based on the number of Registrable Securities that each such Holder has requested be included in such Piggyback Registration, and (c) third, any Other Securities of any other holders requested to be included in such registration that, in the opinion of such underwriters, can be sold, or (ii) if a Piggyback Registration is a firm commitment underwritten secondary registration solely on behalf of holders of Other Securities (other than the Holders) and the managing underwriters advise the Company in writing that, in their good faith opinion, the number of securities requested to be included in such Piggyback Registration exceeds the number or aggregate dollar amount of such securities that can be sold in such offering without adversely affecting the marketability of such offering of the Company’s securities (including an adverse effect on the per share offering price), the Company will include in such registration: (a) first, the Other Securities requested to be included therein by the holders requesting such registration, (b) second, the Other Securities that the Company proposes to sell, (c) third, the number of Registrable Securities requested to be included in such Piggyback Registration by the Holders that, in the opinion of such underwriters, can be sold, pro rata based on the number of Registrable Securities that each such Holder has requested be included in such Piggyback Registration, and (d) fourth, the number of Other Securities proposed to be sold by all other holders that, in the opinion of such underwriters, can be sold.

Section 3.03.Selection of Underwriters.  The underwriters for any Piggyback Registration shall be selected by the Company; provided that the selected underwriters shall be of national reputation in the United States and shall be reasonably acceptable to the Required Participating Holders.

ARTICLE IV.
OTHER REGISTRATION MATTERS.

Section 4.01.Company’s Obligations.  Whenever the Company is obligated to file a Registration Statement with the SEC pursuant to Article II, the Company shall use its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:

(a)make all required filings with FINRA;

(b)subject to Section 2.01(a), prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the Registration Period and to comply with the provisions of the Securities Act and the Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;

(c)provide copies to and permit counsel designated by the Holders to review the Registration Statement and all amendments and supplements thereto no fewer than

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three Business Days prior to their filing with the SEC and not file any document to which such counsel reasonably objects;

(d)notify the Holders, Holders’ counsel and the managing underwriter(s) of any underwritten offering, if any, (i) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or any post-effective amendment to the Registration Statement or any Free Writing Prospectus has been filed and, with respect to such Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC for amendments or supplements to such Registration Statement or to such Prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose; and (iv) of the suspension of the qualification of such securities for offering or sale in any jurisdiction, or the institution of any proceedings for any such purposes;

(e)furnish to the Holders and their legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company (but not later than two Business Days after the filing date, receipt date or sending date, as the case may be) one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to the Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as each Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder that are covered by the Registration Statement;

(f)use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness with respect to the Registration Statement and (ii) if any such order is issued, obtain the withdrawal of any such order as soon as reasonably possible;

(g)prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate with the Holders and their counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky Laws of such jurisdictions requested by the Holder and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4.01(g), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 4.01(g), or (iii) file a general consent to service of process in any such jurisdiction;

(h)use commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed on the Principal Market;

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(i)promptly notify the Holders, at any time prior to the end of the Registration Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such Holder a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; provided, that the Company shall advise the Holders and the managing underwriters in writing to cease all sales under the Registration Statement until such supplement is filed with the SEC or the effective date of such amendment, as applicable, and such Holders and the managing underwriters shall not engage in any such sales until the filing date of such supplement or the effective date of such amendment, as applicable;

(j)file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at any time during the Registration Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities;

(k)make available to its security holders not later than the Availability Date (as defined below), an earnings statement covering a period of at least 12 months, beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act, including Rule 158 promulgated thereunder (for the purpose of this Section 4.01(k), “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter);

(l)at the reasonable request of a Holder in the context of applicable securities Laws, make available, during normal business hours, for inspection and review by the Holder, and advisors to and representatives of such Holder, all financial and other records, all SEC filings, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holders or any such representative, advisor or underwriter in connection with such Registration Statement (including in response to questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holders and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement, subject to each such Person executing and delivering to the Company a confidentiality agreement, in form and substance reasonably acceptable to the Company, prior to the commencement of any such due diligence investigation;

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(m)at the reasonable request of the Required Participating Holders, make appropriate senior executives of the Company available to present to potential investors customary “road show” material in accordance with the recommendations of the managing underwriters and in all respects consistent with other offerings of securities in an offering of a similar size to such offering of Registrable Securities;

(n)use its commercially reasonable efforts to cooperate with the Holders and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold under the Registration Statement in a form eligible for deposit with the Depository Trust Corporation not bearing any restrictive legends (other than as required by the Depository Trust Corporation) and not subject to any stop transfer order with any transfer agent, and cause such Registrable Securities to be issued in such denominations and registered in such names as the managing underwriter(s), if any, may request in writing or, in accordance with the instructions of the Holders;

(o)enter into such agreements (including underwriting agreements with customary provisions) and take all such other actions as the Holders or the managing underwriter(s), if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;

(p)in connection with an underwritten offering, obtain one or more comfort letters, addressed to each of the managing underwriter(s) and dated the date of the closing under the underwriting agreement for such offering, signed by the independent public accountants who have issued an audit report on the Company’s financial statements included in such Registration Statement in customary form and covering such matters of the type customarily covered by comfort letters as such Holders reasonably request;

(q)in connection with an underwritten offering, provide legal opinions of the Company’s outside counsel (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriter(s)) addressed to each of the managing underwriter(s) and dated the date of the closing under the underwriting agreement, with respect to the Registration Statement, each amendment and supplement thereto (including the preliminary prospectus) and such other documents relating thereto, in customary form and covering such matters of the type customarily covered by legal opinions of such nature and such other matters as may be reasonably requested by the managing underwriter(s); and

(r)use its commercially reasonable efforts to take or cause to be taken all other actions, and do and cause to be done all other things, reasonably necessary or reasonably advisable in the opinion of the Holders’ counsel to effect the registration of such Registrable Securities contemplated hereby.

Section 4.02.Underwritten Offerings.

(a)At any time that a Shelf Registration covering Registrable Securities is effective, if the Required Holders deliver notice to the Company stating that they intend to effect an underwritten offering of all or part of its Registrable Securities included on the Shelf Registration (a “Demand Underwritten Offering”), the Company shall amend or supplement

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the Shelf Registration or related Prospectus as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the underwritten offering.  The managing underwriter(s) to administer such underwritten offering shall be chosen by the Required Holders; provided that the chosen underwriters shall be of national reputation in the United States and shall be subject to the prior written approval, not to be unreasonably withheld, of the Company.  In connection with any underwritten offering, in the event that the managing underwriter(s) advise the Company and the Holders in writing that, in their good faith opinion, the total number or dollar amount of Registrable Securities requested by the Holders to be included therein exceeds the largest number or dollar amount of Registrable Securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Holders shall include in such offering, pro rata based on the number of Registrable Securities that each Holder has requested be included in such underwritten offering, only such number of Registrable Securities that in the good faith opinion of such underwriter(s) can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price).

(b)In the case of any underwritten offering of Registrable Securities registered under a Registration Statement filed pursuant to Article II or Article III, (i) all Registrable Securities shall be subject to the applicable underwriting agreement with customary terms and the Holders may not participate in such offering or registration unless such Holders agrees to sell such Holders’ securities on the basis provided therein; and (ii) the Holders may not participate in such offering or registration unless such Holders complete and execute all questionnaires, indemnities, underwriting agreements and other documents reasonably required by the managing underwriter(s) to be executed in connection therewith, and provide such other information to the Company or the underwriter(s) as may be reasonably requested to offer or register such Holders’ Registrable Securities; provided, however, that (A) no Holder shall be required to make any representations or warranties other than, on a several and not joint basis, those related to its title and ownership of, and power and authority to transfer, the Registrable Securities owned by such Holder included therein and as to the accuracy and completeness of statements made in the applicable Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information about such Holder prepared and furnished to the Company or the managing underwriter(s) specifically for inclusion in the Registration Statement by such Holder pertaining exclusively to such Holder, and (B) the aggregate amount of liability of each Holder pursuant to any indemnification obligation thereunder (which, for the avoidance of doubt, shall be on a several and not joint basis) shall not exceed the net proceeds received by such Holder from such offering.

(c)Notwithstanding anything set forth herein to the contrary, (i) no Demand Underwritten Offering may be requested prior to the first anniversary of the Effective Time, (ii) the Company may delay the commencement of any Demand Underwritten Offering for up to sixty (60) days for a Valid Business Reason prior to the commencement of any marketing efforts or “road shows” by the Company or the underwriters in connection with such Demand Underwritten Offering, and (iii) the Holders shall have the right to request only a total of up to four (4) Demand Underwritten Offerings; provided that no more than one Demand Underwritten Offering may be requested in any six (6)-month period.  Any Holders that request a Demand Underwritten Offering under this Section 4.02 may revoke or withdraw such request upon written notice to the Company; provided that any such Demand Underwritten Offering

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withdrawn or not consummated for any reason shall be counted toward the total of four (4) Demand Underwritten Offerings provided by this Section 4.02 and shall be counted for determining the number of Demand Underwritten Offerings requested in any six (6)-month period; provided, however, that no revoked or withdrawn Demand Underwritten Offering shall be counted toward the total of four (4) Demand Underwritten Offerings or for determining the number of Demand Underwritten Offerings requested in any six (6)-month period if (1) the Holders reimburse the Company for all of its out-of-pocket costs and expenses incurred in connection with any such revoked or withdrawn Demand Underwritten Offering incurred through the date of such revocation or withdrawal and (2) such revocation or withdrawal shall have been made prior to the commencement of any marketing efforts or “road shows” by the Company or the underwriters in connection with such Demand Underwritten Offering.

ARTICLE V.
OBLIGATIONS OF THE HOLDERS.

Section 5.01.Holder Information.  At least ten (10) Business Days prior to the first anticipated filing date of a Registration Statement and at lease five (5) Business Days prior to the filing of any amendment or supplement to a Registration Statement or Prospectus, the Company shall notify each Holder in writing of the information, if any, the Company requires from each such Holder if such Holder elects to have any of such Holder’s Registrable Securities included in such Registration Statement or, with respect to an amendment or a supplement, if such Holder’s Registrable Securities are included in such Registration Statement (each an “Information Request”). It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish to the Company, in response to an Information Request, such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as may reasonably be required to effect the registration.

Section 5.02.Filing Cooperation.  Each Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement in which any Registrable Securities held by such Holder are being included.

Section 5.03.Affiliate Status.  Promptly following the written request by the Company of any Holder, such Holder shall certify as whether it is, or has at any time during the preceding three (3) months been, an “affiliate” (as defined in Rule 144) of the Company and provide such other information as may reasonably be requested by the Company or its counsel for purposes of determining whether the Registrable Securities held by such Holder may be freely sold without registration under the Securities Act under Rule 144 without being subject to the volume limitations and manner of sale restrictions contained therein.

Section 5.04.Lock-Up.  Each Holder agrees, in connection with any underwritten offering made pursuant to a Registration Statement, if requested (pursuant to a written notice) by the managing underwriter(s) not to effect any public sale or distribution of any Parent Common Stock (or securities convertible into or exchangeable or exercisable for Parent Common Stock)

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(except as part of such underwritten offering) during the period commencing not earlier than seven days prior to and continuing for not more than 180 days (or such shorter period as the managing underwriter(s) may permit) after the effective date of the related Registration Statement (or date of the Prospectus supplement if the offering is made pursuant to a “shelf” registration) (the “Lock-Up Period”) pursuant to which such underwritten offering shall be made, provided that all of the Company’s executive officers and directors and any other holders of Parent Common Stock who are selling shares of Parent Common Stock in such underwritten offering enter into similar agreements for the same time period and on no less restrictive terms. In the event that either (i) during the period that begins on the date that is fifteen (15) calendar days plus three (3) Business Days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions set forth herein will continue to apply until the expiration of the date that is fifteen (15) calendar days plus three Business Days after the date on which the earnings release is issued or the material news or event related to the Company occurs.

ARTICLE VI.
EXPENSES OF REGISTRATION.

Except as otherwise provided in this Agreement, all expenses incidental to the Company’s performance of or compliance with this Agreement, including (i) all registration and filing fees (including (A) with respect to filings required to be made with the SEC, all applicable securities exchanges and/or FINRA and (B) compliance with securities or blue sky Laws, including any fees and disbursements of counsel for the underwriter(s) in connection with blue sky qualifications of the Registrable Securities pursuant to Section 4.01(g)); (ii) word processing, duplicating and printing expenses (including expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses, if the printing of Prospectuses is requested by the managing underwriter(s), if any); (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company; (v) fees and disbursements of no more than one counsel for the Holders, which counsel shall be chosen by the Required Holders and may be Ropes & Gray LLP, and which fees and disbursements shall not exceed, in the aggregate, $25,000 (or $50,000 in connection with a firm commitment underwritten public offering) in connection with the review of any Registration Statement and related documents and the transactions contemplated thereby; and (vi) fees and disbursements of all independent certified public accountants (including the fees and disbursements in connection with any “cold comfort” letters required by this Agreement) and other special experts retained by the Company shall be borne by the Company.  The Company shall, in any event, pay its internal expenses, the expenses of any annual audit or quarterly financial statement review, the expenses of any liability insurance for the Company and/or its officers and/or directors, the expenses and fees for listing the Registrable Securities to be registered on the applicable securities exchange.  Each Holder shall pay all underwriting and placement discounts and commissions, agency and placement fees, broker’s commissions and transfer taxes, if any, and, except as expressly set forth herein, its own out of pocket expenses, relating to the registration sale or disposition of such Holder’s Registrable Securities.

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ARTICLE VII.
INDEMNIFICATION.

Section 7.01.Indemnification by the Company.  The Company will indemnify and hold harmless each Holder and its officers, directors, agents, partners, members, stockholders and employees, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including reasonable attorney’s fees and expenses) and expenses (collectively, “Losses”), incurred, arising out of or relating to (i) any untrue statement of a material fact contained in any Registration Statement or any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein or supplement thereto, in light of the circumstances under which they were made, not misleading, except to the extent that such untrue statements or omissions are based upon information regarding such Holder furnished in writing to the Company specifically for use therein or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated thereunder in connection with or relating to any registration required pursuant to this Agreement.

Section 7.02.Indemnification by Holders.  Each Holder shall severally, pro rata based on and limited by its relative ownership of Registrable Securities, and not jointly with each other Holder, indemnify and hold harmless the Company and its officers, directors, agents, partners, members, stockholders and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all Losses incurred, arising out of or relating to any untrue statement of a material fact contained in any Registration Statement or any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein or in any supplement thereto, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statements or omissions are based upon information regarding such Holder furnished in writing to the Company specifically for use therein. In no event shall the liability of any selling Holder hereunder exceed the net proceeds received by such Holder upon the sale of Registrable Securities giving rise to such indemnification obligation (except in the case of fraud or willful misconduct).

Section 7.03.Indemnification Procedures.

(a)If any proceeding shall be brought or asserted against any Person entitled to indemnification under this Article VII (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnification is sought (an “Indemnifying Party”) in writing, and the Indemnifying Party shall be permitted to assume the defense thereof, including the employment of counsel; provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except to the extent that such failure actually prejudices the Indemnifying Party.

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(b)An Indemnified Party shall have the right to employ separate counsel in any such proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees or expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such claim and employ counsel for the defense of such claim or (iii) the Indemnified Party shall have been advised by counsel that a conflict of interest would exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party; provided that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate counsel at any time for all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such proceeding effected without its written consent, which consent shall not be unreasonably withheld.  The Indemnifying Party may not settle any proceeding without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld) unless (1) such settlement (1) involves only monetary damages payable solely by the Indemnifying Party and (2) a term of such settlement is that the Person or Persons asserting such claim unconditionally and irrevocably release the Indemnified Party from all liability with respect to such proceeding.

ARTICLE VIII.
CONTRIBUTION.

Section 8.01.Contribution.  (a)  If a claim for indemnification under Section 7.01 or Section 7.02 is unavailable to an Indemnified Party, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnifying Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses, as well as any other relevant considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made (or omitted) by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent and knowledge.

(b)The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8.01 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8.01(a).  Notwithstanding the provisions of this Section 8.01, an Indemnifying Party that is a selling Holder of Registrable Securities shall not be required to contribute any amount in excess of the amount that such Indemnifying Party is or could be required to pay pursuant to Section 7.02 by reason of such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

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ARTICLE IX.
REPORTS UNDER THE EXCHANGE ACT.

With a view to making available to the Holders the benefits of Rule 144, the Company agrees to:

(a)from and after the date hereof until the expiration of the Registration Period, make and keep public information available, as those terms are understood and defined in Rule 144; and

(b)furnish or make available to each Holder so long as such Holder owns Registrable Securities, but in any event no later than the expiration of the Registration Period, promptly upon request, (i) a written statement by the Company that it has complied with the current public information requirements of Rule 144, (ii) a copy of the most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q of the Company and such other reports and documents so filed with the Company (or information regarding the locations thereof on the SEC’s EDGAR filing system or successor thereto) and (iii) such other information as may be reasonably requested to permit the Holders to sell such securities pursuant to Rule 144 without registration.

ARTICLE X.
ASSIGNMENT OF REGISTRATION RIGHTS.

The rights under this Agreement shall be automatically assignable by any of the Holders to any transferee or assignee of all or any portion of Registrable Securities if: (i) such Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company promptly after such transfer or assignment, (ii) the Company is, promptly after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) immediately following such transfer or assignment the further disposition of such Registrable Securities by the transferee or assignee is restricted under the Securities Act and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein.

ARTICLE XI.
AMENDMENT OF REGISTRATION RIGHTS.

Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Required Holders, which for this purpose, shall be required to include each of Versa and Lubert-Adler, for so long as they hold Registrable Securities.  Any amendment or waiver effected in accordance with this Article XI shall be binding upon each Holder and the Company.

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ARTICLE XII.
MISCELLANEOUS.

Section 12.01.Notices.  Any notice to be given by any party to this Agreement shall be given in writing and may be effected by facsimile, personal delivery, overnight courier, e-mail or sent by certified, United States Mail, postage prepaid, addressed to (i) the Company at the address, e-mail or facsimile number set forth in the Merger Agreement, including to the persons designated therein to receive copies and (ii) any Holder at the address, e-mail or facsimile number set forth on the signature page hereto.  The date of service for any notice sent in compliance with the requirements of this Section 12.01 shall be (1) the date such notice is personally delivered, (2) three days after the date of mailing if sent by certified or registered mail, (3) the next succeeding Business Day after date of delivery to the overnight courier if sent by overnight courier or (4) the next succeeding Business Day after the date of transmission by electronic mail or facsimile.

Section 12.02.No Waiver.  Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

Section 12.03.No Third Party Beneficiaries.  Except for Article VII and Article VIII, nothing in this Agreement, express or implied, is intended to or shall confer upon the Person (other than the parties to this Agreement) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 12.04.Governing Law.  This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another state otherwise to govern this Agreement.

Section 12.05.Severability.  If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect.

Section 12.06.Successors and Assigns.  This Agreement shall be binding upon, and shall inure to the benefit of and be enforceable by, the parties and their respective successors and permitted assigns.

Section 12.07.Interpretation.  Interpretation of this Agreement shall be governed by the following rules of construction:  (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires, (ii) references to the terms article and section are references to the articles and sections to this Agreement unless otherwise specified, (iii) the word “including” and words of similar import shall mean “including without limitation,” (iv) the word “or” shall not be exclusive, (v) the headings are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, (vi) a reference to any Person includes such Person’s successors and permitted assigns, (vii) any reference to “days” means calendar days unless Business Days are expressly specified and (viii) this Agreement shall be construed without regard to any

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presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 12.08.Fees and Expenses.  Except as expressly provided in this Agreement or the Merger Agreement, each party is responsible for its own fees and expenses (including the fees and expenses of financial consultants, investment bankers, accountants and legal counsel) in connection with the entry into of this Agreement and the consummation of the actions contemplated hereby.

Section 12.09.Entire Agreement.  This Agreement (together with the Merger Agreement) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.

Section 12.10.Counterparts; Effectiveness.  This Agreement and any amendment hereto may be executed and delivered in two or more identical counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.  This Agreement shall become effective and binding upon each Holder when executed by the Holder and the Company.  In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.  No party hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

Section 12.11.Specific Performance.  The parties to this Agreement agree that irreparable damage would occur and that the parties to this Agreement would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case without the necessity of posting bond or other security or showing actual damages, and this being in addition to any other remedy to which they are entitled at law or in equity.

Section 12.12.Submission to Jurisdiction.  Each of the parties hereto irrevocably agrees that all claims, controversies and disputes of any kind or nature relating in any way to the enforcement or interpretation of this Agreement or to the parties’ dealings, rights or obligations in connection herewith, shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any federal court of the United States located in the State of Delaware, or, if neither the Court of Chancery of the State of Delaware nor any such federal court has jurisdiction, any other state court located in the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or

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proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the actions contemplated by this Agreement in any court or tribunal other than the aforesaid courts.  Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 12.12, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (a) the suit, action or proceeding in such court is brought in an inconvenient forum, (b) the venue of such suit, action or proceeding is improper or (c) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.  Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 12.01 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof.  Notwithstanding the foregoing in this Section 12.12, a party may commence any action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Section 12.13.WAIVER OF JURY TRIAL.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, CONTROVERSY OR OTHER LEGAL ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.13.

* * * * * *

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IN WITNESS WHEREOF, each party hereto has caused this Registration Rights Agreement to be duly executed as of the date first written above.

COMPANY:
STANDARD PARKING CORPORATION
By:	/s/ James A. Wilhelm
Name:	James A. Wilhelm
Title:	President and Chief Executive Officer

Signature Page to Registration Rights Agreement

HOLDER:
KOHLBERG CPC REP, L.L.C.
By: Kohlberg Management V, L.L.C., its sole member
By:	/s/ Seth H. Hollander
Name:	Seth H. Holander
Title:	Vice President

Signature Page to Registration Rights Agreement

HOLDER:
2929 CPC HOLDCO, LLC
By:	/s/ Stuart Margulies
Name:	Stuart Margulies
Title:	Vice President

Signature Page to Registration Rights Agreement

HOLDER:
VCM STAN-CPC HOLDINGS, LLC
By:	/s/ Paul Halpern
Name:	Paul Halpern
Title:	Authorized Person

Signature Page to Registration Rights Agreement

EX-10.2

Exhibit 10.2

CLOSING AGREEMENT

This CLOSING AGREEMENT (this “Agreement”) dated as of October  2, 2012, is by and between Standard Parking Corporation, a Delaware corporation (“Parent”), and the Person executing this Agreement as a “Stockholder” on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, “Stockholder”).

RECITALS:

WHEREAS, pursuant to the Agreement and Plan of Merger (as amended from time to time in accordance with its terms, the “Merger Agreement”), dated as of the date hereof, by and among Parent, KCPC Holdings, Inc., a Delaware corporation (the “Company”), Hermitage Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Stockholder, in its capacity as Stockholders’ Representative thereunder, among other things, at the Effective Time, Merger Sub will be merged with and into the Company, with the Company surviving the Merger on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”);

WHEREAS, the Restructuring has been consummated;

WHEREAS, giving effect to the consummation of the Restructuring, Stockholder owns the number and type of Company Securities (as defined herein) set forth on Schedule A hereto;

WHEREAS, at the Effective Time, Stockholder will be entitled to receive a number of shares of Parent Common Stock equal to the Number of Parent Shares Per Holder for Stockholder (together with (i) any other shares of Parent Common Stock acquired by Stockholder after the date hereof, (ii) any securities convertible into or exercisable or exchangeable for shares of Parent Common Stock held by Stockholder, or (iii) any shares of Parent Common Stock issuable to Stockholder upon conversion, exercise or exchange of the securities described in clause (ii), the “Acquired Shares”);

WHEREAS, Stockholder hereby acknowledges and agrees that it will derive substantial benefit from the consummation of the Merger, and, accordingly, Parent and Stockholder desire to establish in this Agreement certain terms and conditions concerning the corporate governance of Parent and the Acquired Shares and related provisions concerning the relationship of Stockholder with Parent;

WHEREAS, simultaneously with the execution and delivery of this Agreement, Parent has entered into closing agreements in form and substance similar to this Agreement with certain other holders of Company Securities (the “Other Stockholders”) in connection with the Merger Agreement and the Merger (the “Other Closing Agreements”); and

WHEREAS, as a condition and inducement to Parent and Merger Sub entering into and incurring their respective obligations under the Merger Agreement, Parent and Merger

Sub require that Stockholder enter into this Agreement and the Other Stockholders enter into the Other Closing Agreements.

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

ARTICLE I.
DEFINITIONS

Section 1.01Definitions.  Capitalized terms used in this Agreement and not defined herein have the meanings ascribed to such terms in the Merger Agreement.  In addition, the following terms shall have the corresponding meanings for purposes of this Agreement:

“Acquired Shares” has the meaning set forth in the Recitals.

“Agreement” has the meaning set forth in the Preamble.

“beneficial ownership” means, with respect to any securities, having any “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act) or otherwise having any right to exercise voting rights with respect to such securities, and “beneficial owner” means any Person having beneficial ownership of any securities.

“Board of Directors” means the board of directors of Parent.

“Causes of Action” has the meaning set forth in Section 6.04.

“Company” has the meaning set forth in the Recitals.

“Company Common Stock” means common stock, par value $0.01 per share, of the Company.

“Company Preferred Stock” means preferred stock, par value $0.01 per share, of the Company.

“Company Securities” has the meaning set forth in Section 3.01(e).

“Company Stockholder” means any Person that is a holder of Company Common Stock or Company Preferred Stock as of the date of this Agreement or at any time hereafter and prior to the Effective Time (including any Person that is a holder of Company Options that will exercise this, her or its Company Options prior to the Effective Time and, upon the consummation of the Restructuring, each Holding Vehicle), and such Person’s successors and assigns.

“Confidential Information” means all information regarding Parent and its Subsidiaries (including, as of the Effective Time, the Company and its Subsidiaries), including

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any business plans, financial information, operational information, personnel records, supplier and vendor lists, supplier and vendor contracts and projections; provided, however, that “Confidential Information” shall not include information (i) which is or becomes generally available to the public other than as a result of the breach of this Agreement by Stockholder or its Affiliates or (ii) is or becomes available to Stockholder or its Affiliates on a non-confidential basis from a source other than Parent, provided that Stockholder and its Affiliates did not know or have any reason to know that the source of such information was bound by a confidentiality agreement or other confidentiality obligation with respect to such information.

“Contract” means any contract, commitment, purchase order, mortgage, instrument, indenture, sales order, license, lease or other agreement or arrangement, whether written or oral, in any case, which is legally binding.

“Effective Date” has the meaning set forth in Section 2.01.

“Fund” has the meaning set forth in Section 7.01.

“Holding Vehicle” means each holding entity formed or organized by the Company Stockholders after the date hereof to effect the Restructuring.

“Joinder” has the meaning set forth in Section 6.06.

“Merger” has the meaning set forth in the Recitals.

“Merger Agreement” has the meaning set forth in the Recitals.

“Merger Sub” has the meaning set forth in the Recitals.

“Non-Kohlberg Members” means Sailorshell and Co. for the benefit of Morgan Stanley AIP Global Diversified Fund LP, Lubert-Adler Real Estate Fund V, L.P., and Lubert-Adler Real Estate Parallel Fund V, L.P. and each of their respective Permitted Transferees (for purposes of this definition only, as defined in the applicable Closing Agreements entered into by and between each such Non-Kohlberg Member and Parent), for so long as such Persons hold any equity interests in the Stockholder.

“Other Closing Agreements” has the meaning set forth in the Recitals.

“Other Stockholders” has the meaning set forth in the Recitals.

“Parent” has the meaning set forth in the Preamble.

“Permitted Transfer” means any Transfer made by Stockholder in accordance with Section 7.2(i) and Schedule F of the Merger Agreement to effect the Restructuring.

“Permitted Transferee” means, with respect to Stockholder, any other Company Stockholder, any immediate family member of Stockholder, any trust, partnership, corporation, limited liability company or other entity of which the beneficiaries or beneficial owners, as the case may be, are Company Stockholders or Permitted Transferees, a trust or other entity for the

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benefit of any Person that is qualified as a charitable organization under Section 501(c)(3) of the Code, or a family foundation established by or on behalf of one or more of the Company Stockholders for the purpose of making charitable gifts or donations to Persons that are qualified as charitable organizations under Section 501(c)(3) of the Code, in each case, which transferee executes and delivers to Parent a Joinder in accordance with Section 6.06.

“Public Sale” means any Transfer of Acquired Shares (i) in accordance with the manner of sale requirements set forth in Rule 144(f), whether pursuant to a transaction effected pursuant to Rule 144, an effective registration statement under the Securities Act or otherwise, (ii) effected pursuant to any merger, consolidation or business combination involving Parent in which Parent is not the surviving entity, or any tender offer or exchange offer for all of the outstanding shares of Parent Common Stock pursuant to which at least 50% or more of the outstanding shares of Parent Common Stock are so tendered or exchanged, or (iii) a public offering of securities pursuant to a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act; provided that, for the avoidance of doubt, a “Public Sale” shall not include any privately negotiated transaction for the transfer or purchase and sale of all or any portion of the Acquired Shares (other than in connection with the events described in clause (ii) above).

“Qualified Director” means a director who qualifies as an independent director of Parent under (i) the bylaws of Parent and any applicable corporate governance policies or guidelines of Parent then in effect and (ii) (A) the Nasdaq Marketplace Rules, as such rules may be amended or supplemented from time to time or (B) if the Parent Common Stock is listed on a securities exchange or quotation system other than the Nasdaq Global Select Market, any comparable rule or regulation of the primary securities exchange or quotation system on which the Parent Common Stock is listed or quoted, in each case as determined by the Board of Directors.  Notwithstanding the foregoing, no Affiliate of Stockholder or any member of a “group” (as defined in Section 13(d) (3) of the Exchange Act) with Stockholder shall be deemed a “Qualified Director”.

“Released Parties” has the meaning set forth in Section 6.04.

“Releasing Parties” has the meaning set forth in Section 6.04.

“Restructuring” means the restructuring of the Target Companies as set forth in Section 7.2(i) and Schedule F of the Merger Agreement.

“Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“Short Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers.

“Stockholder” has the meaning set forth in the Preamble.

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“Stockholders’ Agreement” means the Stockholders Agreement of the Company, as dated as of May 22, 2007 and in effect as of the date hereof (without amendment or modification hereafter), by and among the Company and the Company Stockholders, a true and complete copy of which has been delivered to Parent.

“Stockholders Meeting” has the meaning set forth in Section 4.01.

“Term” means the period beginning on the Effective Date and ending on the fourth anniversary of the Effective Date.

“Transfer” means, with respect to any security, directly or indirectly, (i) selling, assigning, transferring, hypothecating, pledging, encumbering, permitting the creation of a Lien upon or otherwise disposing of (including by merger, consolidation or otherwise by operation of law) such security or entering into any Contract with respect thereto or (ii) granting any proxy or entering into any voting agreement, voting trust, power of attorney, consent or other agreement or arrangement with respect to the voting of such security (other than pursuant to this Agreement).

“Voting Term” means the period beginning on the Effective Date and ending on the third anniversary of the Effective Date.

ARTICLE II.
EFFECTIVENESS OF AGREEMENT

Section 2.01Effective Date.  The parties have executed and delivered this Agreement on the date hereof and the provisions of this Agreement shall be effective upon the execution and delivery of this Agreement by each of the parties hereto; provided that Article IV, Article V and Sections 6.01, 6.02, 6.04 and 6.07 of this Agreement shall not be effective (and no party shall have any rights or obligations thereunder) until the occurrence of the Effective Time (the “Effective Date”).  Notwithstanding anything to the contrary contained herein, (a) the covenants and agreements set forth in (i) Sections 4.01 and 4.02 shall terminate and be of no further force or effect at the end of the Voting Term, and (ii) Sections 5.01, 5.02, 6.01 and 6.07 shall terminate and be of no further force or effect at the end of the Term, and (b) this Agreement shall terminate upon any termination of the Merger Agreement in accordance with the terms thereof prior to the occurrence of the Effective Time.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

Section 3.01Representations and Warranties of Stockholder.  Stockholder hereby represents and warrants to Parent as follows:

(a)Organization and Good Standing.  To the extent Stockholder is not a natural person, Stockholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, with all requisite power and authority required to conduct its business as presently conducted.

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(b)Authority.  Stockholder has all requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder.  The execution and delivery by Stockholder of this Agreement and the performance by Stockholder of its obligations hereunder have been duly authorized by all requisite action of Stockholder (to the extent that Stockholder is not a natural person) and no other action on the part of Stockholder or its security holders is necessary to authorize the execution, delivery or performance by Stockholder of this Agreement.

(c)Valid and Binding Agreement.  This Agreement has been duly executed and delivered by Stockholder and, assuming that this Agreement has been duly authorized, executed and delivered by Parent, constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and (ii) general principles of equity.

(d)Non-Contravention.  The execution and delivery of this Agreement by Stockholder and the performance by Stockholder of its obligations hereunder does not and will not (i) violate any provision of the Organizational Documents of Stockholder (to the extent that Stockholder is not a natural person), (ii) conflict with or violate any Law or order of any Governmental Authority applicable to Stockholder or its assets or properties, (iii) require any Permit, authorization, consent, approval, exemption or other action by, notice to or filing with, any Person or Governmental Authority (other than filings by Stockholder with the SEC under Sections 13 and 16 of the Exchange Act), (iv) violate, conflict with, result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under any Permit or Contract to which Stockholder is a party or by which any of its properties or assets are bound, or (v) result in the creation or imposition of any Lien on any part of the properties or assets of Stockholder (including the Acquired Shares).

(e)Ownership of the Company Securities and Acquired Shares.  The Restructuring has been consummated.  As of the date hereof, giving effect to the consummation of the Restructuring, Stockholder is the record and beneficial owner of, and has good and valid title to, the number of shares of capital stock of the Company, and securities convertible into or exercisable or exchangeable for shares of capital stock of the Company set forth on Schedule A hereto (the “Company Securities”), free and clear of all Liens, and has full and unrestricted power to dispose of and vote all of the Company Securities without the consent or approval of, or any other action on the part of, any other Person.  As of the Effective Date, Stockholder will (i) except by reason of a Permitted Transfer or a transfer to a Permitted Transferee in any such case in accordance with Section 6.06, be the record and beneficial owner of the Acquired Shares free and clear of all Liens (other than those arising under this Agreement and as set forth in the Organizational Documents of the applicable Holding Vehicle) set forth on Schedule A (as supplemented in accordance with Section 6.07), (ii) have good and valid title to the Acquired Shares, and (iii) except as set forth on Schedule A (as supplemented in accordance with Section 6.07), and except for restrictions on transfer of securities under applicable securities laws and set forth in the Organizational Documents of the applicable Holding Vehicle, will have full

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and unrestricted power to dispose of and vote all of the Acquired Shares without the consent or approval of, or any other action on the part of, any other Person.  Other than pursuant to this Agreement or any agreement entered into to effect the Restructuring as contemplated by Section 7.2(i) and Schedule F of the Merger Agreement (which agreement shall not be inconsistent herewith), none of the Acquired Shares will be held by Stockholder subject to any proxy, voting agreement, voting trust, power of attorney, consent or other agreement, arrangement or instrument with respect to the voting of such Acquired Shares.  The Company Securities and Acquired Shares set forth next to Stockholder’s name on Schedule A hereto (as supplemented in accordance with Sections 6.06 and 6.07), constitute (1) all of the Company Securities that are owned beneficially or of record by Stockholder as of the date hereof and neither Stockholder nor any of its Affiliates own, beneficially or of record, or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Company Securities and (2) all of the Acquired Shares that will be owned beneficially or of record by Stockholder as of the Effective Date.

(f)Private Placement.  Stockholder has been advised that the shares of Parent Common Stock to be received by Stockholder at the Effective Time: (i) have not been, and will not at the Effective Time have been, registered under the Securities Act or any state securities laws, (ii) constitute “restricted securities” as defined in Rule 144 and (iii) therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless exemptions from such registration requirements are available.  Stockholder is purchasing Parent Common Stock for its own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act.  Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time.  Stockholder acknowledges and understands the provisions of Section 3.2(e) of the Merger Agreement.

(g)Accredited Investor Status.  Stockholder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(h)Non-Kohlberg Members.  As of the date hereof, none of the Non-Kohlberg Members is an Affiliate of Stockholder or a member of “group” (as defined in Section 13(d)(3) of the Exchange Act) with the Stockholder with respect to acquisition or voting of any voting securities of Parent (except to the extent a member of such a group solely as a result of the transactions expressly contemplated by the Merger Agreement, the Restructuring and/or being a holder of an equity interest in Stockholder as contemplated by the Restructuring).

Section 3.02Representations and Warranties of Parent.  Parent hereby represents and warrants to Stockholders as follows:

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(a)Organization and Good Standing.  Parent is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, with all requisite power and authority required to conduct its business as presently conducted.

(b)Authority.  Parent has all requisite corporate power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder.  The execution and delivery by Parent of this Agreement and the performance by Parent of its obligations hereunder have been duly authorized by all requisite corporate action of Parent and no other action on the part of Parent or its stockholders is necessary to authorize the execution, delivery or performance by Parent of this Agreement.

(c)Valid and Binding Agreement.  This Agreement has been duly executed and delivered by Parent and, assuming that this Agreement has been duly authorized, executed and delivered by Stockholder, constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and (ii) general principles of equity.

(d)Non-Contravention.  The execution and delivery of this Agreement by Parent and the performance by Parent of its obligations hereunder does not and will not (i) violate any provision of the Organizational Documents of Parent, (ii) conflict with or violate any Law or order of any Governmental Authority applicable to Parent or its assets or properties, (iii) require any Permit, authorization, consent, approval, exemption or other action by, notice to or filing with any Person or Governmental Authority (other than the filing of a Current Report on Form 8-K with the SEC and as contemplated by the Merger Agreement), (iv) violate, conflict with, result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under, any Permit or Contract to which Parent is a party or by which any of its properties or assets are bound or (v) result in the creation or imposition of any Lien on any part of the properties or assets of Parent.

ARTICLE IV.
VOTING AND SUPPORT

Section 4.01Agreement to Vote.  Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any other Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act) beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 4.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), at any meeting (whether annual or special, and at each adjourned or postponed meeting) of Parent’s stockholders, however called, or in any other circumstances (including any

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action sought by written consent) upon which a vote or other consent or approval is sought (any such meeting or other circumstance, a “Stockholders Meeting”), Stockholder will, during the Voting Term only, (i) appear at each Stockholders Meeting or, at Stockholder’s option, otherwise cause all of its Acquired Shares to be counted as present at each Stockholders Meeting, for purposes of calculating a quorum and respond to any other request by Parent for written consent, if any, and (ii) vote, or cause to be voted (including by written consent, if applicable) in person or by proxy, all of the Acquired Shares to the fullest extent that such Acquired Shares are entitled to be voted at the time of any vote or action by written consent as follows:

(a)For the period beginning on the Closing Date and ending on (and including) the day that is the second anniversary of the Closing Date:

(i)with respect to the election of directors to the Board of Directors, “for” any and all nominees recommended by the Board of Directors to Parent’s stockholders as set forth in Parent’s definitive proxy statement with respect to such election;

(ii)with respect to all other matters submitted for a vote of Parent’s stockholders, in accordance with the recommendation of the Board of Directors with respect to such matters; and

(iii)“for” any proposal to adjourn or postpone any Stockholders Meeting at which any of the foregoing matters are submitted for the consideration of Parent’s stockholders to a later date if there are not sufficient votes for approval of such matters on the date on which the Stockholders Meeting is held to vote “for” the foregoing matters.

(b)For the period beginning on (and including) the day after the day that is the second anniversary of the Closing Date and ending at the end of the Voting Term:

(i)with respect to the election of directors to the Board of Directors, “for” any and all nominees recommended by the Board of Directors to Parent’s stockholders as set forth in Parent’s definitive proxy statement with respect to such election;

(ii)“for” any proposal to adjourn or postpone any Stockholders Meeting at which any of the matters described in Section 4.01(b) (i) above are submitted for the consideration of Parent’s stockholders to a later date if there are not sufficient votes for approval of such matters on the date on which the Stockholders Meeting is held to vote “for” the foregoing matters;

(iii)with respect to all matters, other than those described in Section 4.01(b)(i) and (ii) above, submitted for a vote of Parent’s stockholders, in a manner that is proportionate to the manner in which all other holders of Parent Common Stock eligible to vote cast their votes (i.e., “for” such matters or “against” such matters, as applicable), and Stockholder shall grant a proxy coupled with an interest to the Chairman of the Board of Directors to vote the Acquired Shares in such manner, which

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proxy shall expire by its terms at the time at which Stockholder’s relevant obligation to vote expires as set forth in this Section 4.01; and

(iv)with respect to any proposal to adjourn or postpone any Stockholders Meeting at which any of the matters described in Section 4.01(b)(iii) above are submitted for the consideration of Parent’s stockholders to a later date, in a manner that is proportionate to the manner in which all others holders of Parent Common Stock eligible to vote cast their votes with respect to such proposal, and Stockholder shall grant a proxy coupled with an interest to the Chairman of the Board of Directors to vote the Acquired Shares in such manner, which proxy shall expire by its terms at the time at which Stockholder’s relevant obligation to vote expires as set forth in this Section 4.01.

Section 4.02Other Actions.  Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any Persons with which any of the foregoing form a “group” (as defined in Section 13d-3 of the Exchange Act), beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 4.02 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder will use its reasonable best efforts to take any actions with respect to the Acquired Shares as follows:

(a)For the period beginning on the Closing Date and ending on (and including) the day that is the second anniversary of the Closing Date, as recommended by the Board of Directors to all of Parent’s stockholders in any definitive proxy statement, prospectus, offer solicitation or recommendation with respect to any tender offer or exchange offer for one or more classes of securities of Parent, or any other written communication directed to one or more classes of Parent’s stockholders; and

(b)For the period beginning on (and including) the day after the day that is the second anniversary of the Closing Date and ending at the end of the Voting Term, in a manner that is proportionate to the actions taken by all other holders of Parent Common Stock eligible to take actions with respect to the matters described in this Section 4.02 (e.g., tendering or not tendering shares of Parent Common Stock).

ARTICLE V.
MARKET ACTIVITIES BY THE SHAREHOLDERS

Section 5.01Standstill Arrangement.  Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any other Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act), beneficially or of record more than 5% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of

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this Section 5.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder and its Affiliates and their respective (i) directors, officers, managers, and (ii) subject to Section 8.15 hereof, members and equity holders shall not, during the Term only, in any manner, directly or indirectly, without the prior written consent of the Qualified Directors:

(a)acquire or agree to acquire, or publicly offer or propose (with or without conditions) to acquire, directly or indirectly, by purchase or otherwise, any voting securities or any direct or indirect rights or options to acquire any voting securities of Parent or any Subsidiary thereof, or of any successor to or Person in control of Parent;

(b)make any announcement with respect to, or publicly offer to effect, seek or propose (with or without conditions), any merger, acquisition, consolidation, other business combination, restructuring, recapitalization, tender offer, exchange offer or other extraordinary transaction with or involving Parent or any of its Subsidiaries or any of its or their securities or assets; provided, however, that nothing contained herein shall limit the ability of Stockholder to file or amend its Schedule 13D regarding the Parent Common Stock as required by Law or to make other securities or tax filings as required by Law so long as Stockholder does not enter into any contract, agreement or understanding with respect to Parent’s voting securities (other than this Agreement), or otherwise take any action, in violation of its obligations under Article IV or clauses (a)-(f) of this Section 5.01;

(c)other than in connection with the designation of the Board Designees by Stockholders’ Representative pursuant to Section 6.12 of the Merger Agreement (i) initiate, propose, induce or attempt to induce any other Person to initiate any stockholder proposal, nominate any person to be elected as a member of the Board of Directors or make any attempt to call a special meeting of stockholders of Parent, (ii) submit any proposal for consideration at, or bring any other business before, any meeting of stockholders of Parent, or request that Parent include any proposals or nominees for election as members of the Board of Directors in any Parent proxy statement, (iii) engage, or in any way participate, directly or indirectly, in any “solicitation” (as such term is defined in Rule 14a-1(l) promulgated by the SEC under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors), seek to advise, encourage or influence any Person with respect to the voting of any Parent securities (except in support of proposals approved by the Board of Directors), or (iv) otherwise communicate with Parent’s stockholders or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act; provided, however, that nothing herein shall limit the ability of Stockholder to vote its voting securities on any matter submitted to a vote of the stockholders of Parent in accordance with the terms of Article IV;

(d)(i) form, join or in any way participate in a “group” as defined in Section 13(d)(3) of the Exchange Act with any other Person other than an Affiliate of Stockholder with respect to acquisition or voting of any voting securities of Parent, (ii) enter into any negotiation, Contract, or relationship (legal or otherwise) with any third parties, other than an Affiliate of Stockholder, in connection with any of the foregoing or with respect to the acquisition or voting of any voting securities of Parent or (iii) otherwise deposit any voting securities of Parent in any voting trust or subject any voting securities of Parent to any

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arrangement or agreement with respect to the voting of any voting securities of Parent, except, in the case of clauses (i), (ii) and (iii) above, as expressly set forth in this Agreement;

(e)publicly seek or publicly request permission to take any action that would violate any of the foregoing or to amend or waive any provision of this Section 5.01, or make any public announcement with respect to any of the foregoing (except as expressly permitted herein); or

(f)take, or cause others to take, any actions that would otherwise violate any provision of this Section 5.01.

Section 5.02Other Market Activities.  Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act), beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 5.02 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder shall not in any manner, directly or indirectly, nor permit its Affiliates or subject to Section 8.15 hereof, any Person acting on behalf of or pursuant to any understanding with Stockholder or its Affiliates, during the Term only, to engage in any Short Sales, derivatives, participations, swaps or enter into any other arrangements that transfer to another Person, in whole or in part, any of the economic consequences of ownership of the Acquired Shares without transferring record ownership of such Acquired Shares to such Person.

ARTICLE VI.
ADDITIONAL COVENANTS

Section 6.01Restrictive Covenants.  The parties hereto acknowledge and agree that Parent is relying on the covenants and agreements set forth in this section, that without such covenants Parent would not enter into the Merger Agreement or consummate the Merger or the other transactions contemplated thereby, and that the Number of Parent Shares Per Holder Stockholder is entitled to receive at the Effective Time are sufficient consideration to make the covenants and agreements set forth herein enforceable.  The terms of this Section 6.01 shall be enforceable against Stockholder.  For purposes of this Article VI, the term “Subsidiaries” shall include the Company and its Subsidiaries.

(a)[RESERVED]

(b)[RESERVED]

(c)[RESERVED]

(d)Confidentiality.  Stockholder hereby covenants and agrees that, during the Term, Stockholder will, and subject to Section 8.15 hereof, will cause its Affiliates and representatives to, maintain the confidentiality of, and refrain from using or disclosing to any

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Person, all Confidential Information, except to the extent disclosure is required by Law or in response to any summons or subpoena or in connection with any litigation.  In the event that such party reasonably believes after consultation with counsel that it is required by Law or in response to any summons or subpoena or in connection with any litigation to disclose any Confidential Information, such party will (i) provide Parent with prompt notice before such disclosure so that Parent may attempt to obtain a protective order or other assurance that confidential treatment will be accorded to such Confidential Information and (ii) cooperate with Parent in attempting to obtain such order or assurance.

(e)Non-Disparagement.  Stockholder hereby covenants and agrees that, during the Term, Stockholder will not, and subject to Section 8.15 hereof, will cause its Affiliates not to, directly or indirectly, make any statement or any other expressions (in writing, orally or otherwise) on television, radio, the internet or other media or to any third party, including in communications with any customers, vendors, prospects, employees, sales or leasing representatives or distributors, which are in any way disparaging of Parent or any of its Subsidiaries, or any of their respective Affiliates, or the products and services of the foregoing.

(f)Blue-Pencil.  If any court of competent jurisdiction shall at any time deem the term of any particular restrictive covenant contained in this Section 6.01 too lengthy or the geographic area covered too extensive, the other provisions of this Section 6.01 shall nevertheless stand, the Term shall be deemed to be the longest period permissible by Law under the circumstances and the geographic area covered shall be deemed to comprise the largest territory permissible by Law under the circumstances.  The court in each case shall reduce the Term and/or geographic area covered to permissible duration or size.

Section 6.02Indemnification of Parent Indemnified Parties.

(a)Stockholder hereby agrees to be bound by the provisions of Article 9 of the Merger Agreement as if Stockholder were a direct party thereto.  For the avoidance of doubt, the obligation of Stockholder to indemnify the Parent Indemnified Parties against, save and hold the Parent Indemnified Parties harmless from and against, and pay on behalf of or reimburse the Parent Indemnified Parties for, any Adverse Consequences pursuant to Article 9 of the Merger Agreement shall be subject to the limitations and procedures expressly set forth in Article 9 of the Merger Agreement.

(b)Notwithstanding the foregoing, (i) in the event that both Stockholder and, if applicable, any Person which holds the voting equity interests in such Stockholder (a “Holding Vehicle Member”), are parties to Closing Agreements with Parent, the Stockholder shall be the indemnitor of first resort with respect to the claims that may be brought by any Parent Indemnified Parties against any such Persons pursuant to Article 9 of the Merger Agreement, with the obligations of the Stockholder being primary and any obligations of such Holding Vehicle Member being full and unconditional but secondary with respect to such indemnification obligations described in the foregoing sentence, and (ii) in the event that the Applicable Holding Vehicle distributes the shares of Parent Common Stock held by it to such Holding Vehicle Member or dissolves, liquidates, terminates its existence or otherwise ceases to exist, such Holding Vehicle Member shall be obligated to indemnify the Parent Indemnified Parties as to

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any claim for indemnification under Article 9 of the Merger Agreement in accordance with its Pro Rata Share.

(c)The Miscellaneous provisions contained in Article 10 of the Merger Agreement (including Sections 10.9, 10.11, 10.12 and 10.18) shall be binding upon Stockholder with respect to the interpretation, enforceability, performance, termination or validity of Article 9 and any claims for indemnification made thereunder.

Section 6.03[RESERVED]

Section 6.04Release.  Stockholder, on behalf of itself and its Affiliates, heirs, beneficiaries, family members (whether by blood, adoption or marriage), successors and assigns (collectively, the “Releasing Parties”), hereby forever and unconditionally waives and releases Parent and its current and former Affiliates, officers, directors and agents (collectively, the “Released Parties”), to the fullest extent permitted by Law, from all actions, causes of action, suits, debts, costs, penalties, dues, sums of money, accounts, reckonings, bonds, bills, liabilities, covenants, contracts, controversies, variances, trespasses, damages, judgments, demands, grievances or any other claims of any kind or nature, known or unknown, existing or claimed to exist, fixed or contingent, both at law and in equity (“Causes of Action”), that such Releasing Party now has, has ever had or may hereafter have against the Released Parties arising contemporaneously with or prior to the Effective Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date in connection with, or to the extent relating to, the Company and/or any of its Subsidiaries or Affiliates; provided, however, that nothing contained herein will release any Released Party from any Causes of Action arising under this Agreement, the Merger Agreement or the Transaction Documents or any rights to indemnification or to advancement or reimbursement of expenses to which the current and former directors and officers of the Company or any of its Subsidiaries may be entitled to pursuant to the Merger Agreement, any applicable Contract in effect on the date hereof, applicable Law or arising under the Organizational Documents of the Company or any of its Subsidiaries if, and to the extent, any such rights to indemnification or to advancement or reimbursement of expenses arise out of, or otherwise relate to, actions or claims brought or asserted against such persons after the date of this Agreement.

Section 6.05Waiver of Dissenters’ Rights.  Stockholder hereby waives any rights of dissent or other similar rights that Stockholder may have as a result of, or otherwise in connection with, the Merger or any of the other transactions contemplated by the Merger Agreement.

Section 6.06Restrictions on Transfer of Company Securities.  From and after the date of this Agreement until the Effective Date, Stockholder shall not, directly or indirectly, (a) Transfer or offer to Transfer any Company Securities, (b) tender any Company Securities in connection with any tender or exchange offer or otherwise or (c) otherwise restrict the ability of Stockholder to freely exercise all voting rights with respect to the Company Securities.  Any action attempted to be taken in violation of the preceding sentence will be null and void.  Nothing in this Section 6.06 shall limit or preclude Stockholder’s right to Transfer any Company Securities (x) to any Permitted Transferee solely for estate planning or charitable purposes or (y) as contemplated by Section 7.2(i) and Schedule F to the Merger Agreement to effect the

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Restructuring; provided that, (i) Stockholder provides at least three Business Days advance written notice to Parent of such proposed Transfer (including providing such other information and documentation related to the proposed Permitted Transferee as Parent may reasonably request), (ii) subject to Section 8.15, such Permitted Transferee agrees in a written agreement with Parent (in form and substance satisfactory to Parent, in its reasonable discretion) to hold such Company Securities pursuant to, and to be bound by, the terms and conditions of this Agreement as “Stockholder” hereunder, and to make each of the representations and warranties hereunder in respect of the Company Securities transferred as Stockholder has made hereunder (a “Joinder”), (iii) the Joinder shall be valid and binding in all respects on the Permitted Transferee, and (iv) Stockholder will deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Company Securities; provided, further, that, in the event that any proposed Permitted Transferee does not comply with the obligations imposed hereunder with respect to any Company Securities purported to be transferred to such Person, such transfer shall be deemed null and void ab initio.

Section 6.07Restrictions on Transfer of Acquired Shares.  Except as set forth in Article V of this Agreement and under applicable securities Laws, the Transfer of any of the Acquired Shares by any Stockholder shall not be subject to any restrictions; provided, however, Stockholder agrees that, except in the event of a Transfer of any Acquired Shares by Stockholder pursuant to a Public Sale, it shall be a condition precedent to any Transfer or series of related Transfers of Acquired Shares (a) representing 5% or more of the issued and outstanding Parent Common Stock to any Person, (b) following which, the transferee, together with its Affiliates and any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with such transferee, would own beneficially or of record 5% or more of the issued and outstanding shares of Parent Common Stock or (c) to any Affiliate of Stockholder or any of the Other Stockholders or any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with Stockholder or any Other Stockholder or their respective Affiliates, in each case, (i) for such transferee to execute and deliver to Parent a Joinder (with respect to Article IV, Article V and this Section 6.07 only) with respect to such Acquired Shares, (ii) for such Joinder to be valid and binding in all respects on such transferee and (iii) for Stockholder to deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Acquired Shares.  Any purported sale or transfer by any Stockholder or its Affiliates without compliance with the obligation in the preceding sentence shall be null and void ab initio.

ARTICLE VII.
CERTAIN INDEMNIFICATION OBLIGATIONS

Section 7.01Indemnification Obligations.  With respect to any obligation of Parent or any of its Subsidiaries (each, a “Parent Company” and collectively, the “Parent Companies”) to indemnify, defend and/or hold harmless, or advance expenses to, any of the Board Designees for any Adverse Consequences arising out of or with respect to current, future or prior service on the Board of Directors (each, an “Indemnitee”), Parent hereby acknowledges and agrees that (a) such Parent Company is the indemnitor of first resort; (b) the obligations of such Parent Company to each Indemnitee are primary, and any obligations of Stockholder, any Affiliate of Stockholder or any Fund to provide advancement of expenses or indemnification for any Adverse Consequences incurred by an Indemnitee and for which any Parent Company has agreed (or is otherwise obligated) to indemnify Indemnitee (whether under any Organizational Document or any other

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agreement or document) are secondary, and (c) if Stockholder, or any Affiliate of Stockholder, Fund or other Indemnitee, is obligated to pay, or pays, or causes to be paid for any reason, any expense or Adverse Consequences which any Parent Company is otherwise obligated (whether under any Organizational Document or any other agreement or document) to pay to or on behalf of Indemnitee, then (x) Stockholder, Affiliate of Stockholder, Fund or other Indemnitee, as the case may be, shall be fully subrogated to and otherwise succeed to all rights of Indemnitee with respect to such payment, including with respect to rights to claim such amounts from such Parent Company; and (y) as applicable, Parent shall, or shall cause such other Parent Company to be obligated to, reimburse, indemnify and hold harmless (or cause one or more other Parent Companies to reimburse, indemnify and hold harmless) Stockholder, Affiliate of Stockholder, Fund or other Indemnitee, as the case may be, for all such payments actually made by such entity or person on behalf of or for the benefit of Indemnitee.  For purposes of this Agreement, “Fund” shall mean any investment fund formed or managed by Kohlberg & Company, L.L.C. or any of its Affiliates or for which Kohlberg & Company, L.L.C. or any of its Affiliates serves as an investment adviser including Stockholder and its parallel funds and alternative vehicles, and any other partnership, limited liability company or other legal entity that is an Affiliate of any of the foregoing which directly or indirectly owns equity securities of Parent or any other Parent Company.

Section 7.02Specific Waiver of Subrogation, Contribution, etc.  Parent hereby unconditionally and irrevocably waives, relinquishes and releases, on behalf of itself and each other Parent Company, and covenants and agrees not to exercise, and to cause each Affiliate of any Parent Company not to exercise, any claims or rights that any Parent Company may now have or hereafter acquire against any Indemnitee (in any capacity) that arise from or relate to the existence, payment, performance or enforcement of any of the Parent Companies’ obligations under this Article VII or under any indemnification obligation or obligation to advance expenses to Indemnitee (whether under any Organizational Document or any other agreement or document), including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Indemnitee against any other Indemnitee, whether such claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right.

ARTICLE VIII.
GENERAL

Section 8.01Notices.  Any notice to be given by any party to this Agreement shall be given in writing and may be effected by facsimile, personal delivery, overnight courier, e-mail or sent by certified, United States Mail, postage prepaid, addressed to (a) Parent at the address, e-mail or facsimile number set forth in the Merger Agreement, including to the persons designated therein to receive copies and (b) any Holder at the address, e-mail or facsimile number set forth on the signature page hereto.  The date of service for any notice sent in compliance with the requirements of this Section 8.01 shall be (i) the date such notice is personally delivered, (ii) three days after the date of mailing if sent by certified or registered mail, (iii) one day after date of delivery to the overnight courier if sent by overnight courier or (iv) the next succeeding Business Day after transmission by e-mail or facsimile.

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Section 8.02No Third Party Beneficiaries.  Except (a) as set forth in Section 6.04 of this Agreement and Article 9 of the Merger Agreement (which Stockholder has agreed to be bound by under Section 6.02 of this Agreement), and (b) as to Article VII of this Agreement, with respect to any Fund, Affiliate of Stockholder or Indemnitee (who are intended to be express third party beneficiaries of Article VII), nothing in this Agreement, express or implied, is intended to or shall confer upon the Person (other than the parties to this Agreement) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 8.03Governing Law.  This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another state otherwise to govern this Agreement.

Section 8.04Severability.  If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect.

Section 8.05Successors and Assigns.  This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  Stockholder may not assign this Agreement or any of its rights or obligations hereunder except as expressly provided for herein.  Parent may not assign its rights or obligations under this Agreement except with the prior written consent of Stockholder, which consent may be given or withheld in such party’s sole discretion; provided, however, that Parent may (i) assign its rights and remedies hereunder as collateral to any bank or other financial institution that has loaned funds or otherwise extended credit to it or any of its Affiliates or (ii) assign its rights under this Agreement to a related or Affiliated entity; provided that, in each case, no such assignment shall relieve the assignor of its liabilities and obligations hereunder.

Section 8.06Interpretation.  Interpretation of this Agreement shall be governed by the following rules of construction: (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires, (ii) references to the terms article, section and schedule are references to the articles, sections and schedules to this Agreement unless otherwise specified, (iii) the word “including” and words of similar import shall mean “including without limitation,” (iv) the word “or” shall not be exclusive, (v) the headings are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, (vi) a reference to any Person includes such Person’s successors and permitted assigns, (vii) any reference to “days” means calendar days unless Business Days are expressly specified and (viii) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 8.07Amendments; Waivers.  This Agreement may not be amended without the express written agreement signed by all of the parties to this Agreement.  No provision of this Agreement may be waived without the express written agreement signed by the party making such waiver.  The failure of any party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights.

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Section 8.08Fees and Expenses.  All matters relating to the responsibility of each of Stockholder and Parent for fees and expenses (including the fees and expenses of financial consultants, investment bankers, accountants and legal counsel) in connection with the entry into of this Agreement and the consummation of the actions contemplated hereby shall be governed by Section 10.18 of the Merger Agreement, and Stockholder hereby acknowledges and agrees to be bound by Section 10.18 of the Merger Agreement.

Section 8.09Entire Agreement.  This Agreement (together with the Merger Agreement) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.

Section 8.10Remedies Cumulative.  Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at law or in equity.  The exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.

Section 8.11Counterparts; Effectiveness.  This Agreement and any amendment hereto may be executed and delivered in two or more identical counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.  Except as set forth in Section 2.01, this Agreement shall become effective and binding upon any Stockholder when executed by Stockholder and Parent.  In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.  No party hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

Section 8.12Specific Performance.  The parties to this Agreement agree that irreparable damage would occur and that the parties to this Agreement would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case without the necessity of posting bond or other security or showing actual damages, and this being in addition to any other remedy to which they are entitled at law or in equity.

Section 8.13Submission to Jurisdiction.  Each of the parties hereto irrevocably agrees that all claims, controversies and disputes of any kind or nature relating in any way to the enforcement or interpretation of this Agreement or to the parties’ dealings, rights or obligations in connection herewith, shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any federal court of the United States

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located in the State of Delaware, or, if neither the Court of Chancery of the State of Delaware nor any such federal court has jurisdiction, any other state court located in the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the actions contemplated by this Agreement in any court or tribunal other than the aforesaid courts.  Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 8.13, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (a) the suit, action or proceeding in such court is brought in an inconvenient forum, (b) the venue of such suit, action or proceeding is improper or (c) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.  Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.01 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof.  Notwithstanding the foregoing in this Section 8.13, a party may commence any action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Section 8.14WAIVER OF JURY TRIAL.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, CONTROVERSY OR OTHER LEGAL ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.14.

Section 8.15Non Applicability to Non-Kohlberg Members. Notwithstanding anything to the contrary contained in this Agreement, it is expressly acknowledged and agreed that, so long as any Non-Kohlberg Member is not an Affiliate of Stockholder, (a) such Non-Kohlberg Member shall not be bound by any terms or provisions in this Agreement, whether directly or indirectly as a member of Stockholder, and shall instead solely be governed by the Closing

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Agreement entered into by and between such Non Kohlberg Member and Parent, and (b) Stockholder shall not be obligated to cause such Non-Kohlberg Member to comply with any provision of this Agreement.

[Remainder of Page Intentionally Left Blank.
Signature Pages Follow.]

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IN WITNESS WHEREOF, each party hereto has caused this Closing Agreement to be duly executed as of the date first written above.

COMPANY:
STANDARD PARKING CORPORATION
By:	/s/ James A. Wilhelm
Name:  James A. Wilhelm
Title:  President and Chief Executive Officer

Signature Page to Closing Agreement

STOCKHOLDER:
KOHLBERG CPC REP, L.L.C. By:  Kohlberg Management V, L.L.C., its sole member
By:	/s/ Seth H. Hollander
Name:	Seth H. Hollander
Title:	Vice President

Signature Page to Closing Agreement

SCHEDULE A

OWNERSHIP

Name of Stockholder	Company Securities
Kohlberg CPC Rep, L.L.C.	586,667 shares of Company Preferred Stock
	132,000,000 shares of Company Common Stock

The Acquired Shares held by the Stockholder will be subject to the terms and conditions of a Sponsor Agreement, dated as of the date hereof, by and among the Stockholder, VCM STAN-CPC Holdings, LLC and 2929 CPC HoldCo, LLC, which imposes restrictions on the transfer of Acquired Shares held by the Stockholder subject to the terms and conditions thereof.

EX-10.3

Exhibit 10.3

CLOSING AGREEMENT

This CLOSING AGREEMENT (this “Agreement”) dated as of October 2, 2012, is by and between Standard Parking Corporation, a Delaware corporation (“Parent”), and the Person executing this Agreement as a “Stockholder” on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, “Stockholder”).

RECITALS:

WHEREAS, pursuant to the Agreement and Plan of Merger (as amended from time to time in accordance with its terms, the “Merger Agreement”), dated as of the date hereof, by and among Parent, KCPC Holdings, Inc., a Delaware corporation (the “Company”), Hermitage Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Kohlberg CPC Rep, L.L.C., in its capacity as Stockholders’ Representative thereunder, among other things, at the Effective Time, Merger Sub will be merged with and into the Company, with the Company surviving the Merger on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”);

WHEREAS, the Restructuring has been consummated;

WHEREAS, giving effect to the consummation of the Restructuring, Stockholder owns the number and type of Company Securities (as defined herein) set forth on Schedule A hereto;

WHEREAS, at the Effective Time, Stockholder will be entitled to receive a number of shares of Parent Common Stock equal to the Number of Parent Shares Per Holder for Stockholder (together with (i) any other shares of Parent Common Stock acquired by Stockholder after the date hereof, (ii) any securities convertible into or exercisable or exchangeable for shares of Parent Common Stock held by Stockholder, or (iii) any shares of Parent Common Stock issuable to Stockholder upon conversion, exercise or exchange of the securities described in clause (ii), the “Acquired Shares”);

WHEREAS, Stockholder hereby acknowledges and agrees that it will derive substantial benefit from the consummation of the Merger, and, accordingly, Parent and Stockholder desire to establish in this Agreement certain terms and conditions concerning the corporate governance of Parent and the Acquired Shares and related provisions concerning the relationship of Stockholder with Parent;

WHEREAS, simultaneously with the execution and delivery of this Agreement, Parent has entered into closing agreements in form and substance similar to this Agreement with certain other holders of Company Securities (the “Other Stockholders”) in connection with the Merger Agreement and the Merger (the “Other Closing Agreements”); and

WHEREAS, as a condition and inducement to Parent and Merger Sub entering into and incurring their respective obligations under the Merger Agreement, Parent and Merger

Sub require that Stockholder enter into this Agreement and the Other Stockholders enter into the Other Closing Agreements.

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

ARTICLE I.
DEFINITIONS

Section 1.01.   Definitions.  Capitalized terms used in this Agreement and not defined herein have the meanings ascribed to such terms in the Merger Agreement.  In addition, the following terms shall have the corresponding meanings for purposes of this Agreement:

“Acquired Shares” has the meaning set forth in the Recitals.

“Agreement” has the meaning set forth in the Preamble.

“beneficial ownership” means, with respect to any securities, having any “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act) or otherwise having any right to exercise voting rights with respect to such securities, and “beneficial owner” means any Person having beneficial ownership of any securities.

“Board of Directors” means the board of directors of Parent.

“Causes of Action” has the meaning set forth in Section 6.04.

“Company” has the meaning set forth in the Recitals.

“Company Common Stock” means common stock, par value $0.01 per share, of the Company.

“Company Preferred Stock” means preferred stock, par value $0.01 per share, of the Company.

“Company Securities” has the meaning set forth in Section 3.01(e).

“Company Stockholder” means any Person that is a holder of Company Common Stock or Company Preferred Stock as of the date of this Agreement or at any time hereafter and prior to the Effective Time (including any Person that is a holder of Company Options that will exercise this, her or its Company Options prior to the Effective Time and, upon the consummation of the Restructuring, each Holding Vehicle), and such Person’s successors and assigns.

“Confidential Information” means all information regarding Parent and its Subsidiaries (including, as of the Effective Time, the Company and its Subsidiaries), including

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any business plans, financial information, operational information, personnel records, supplier and vendor lists, supplier and vendor contracts and projections; provided, however, that “Confidential Information” shall not include information (i) which is or becomes generally available to the public other than as a result of the breach of this Agreement by Stockholder or its Affiliates or (ii) is or becomes available to Stockholder or its Affiliates on a non-confidential basis from a source other than Parent, provided that Stockholder and its Affiliates did not know or have any reason to know that the source of such information was bound by a confidentiality agreement or other confidentiality obligation with respect to such information.

“Contract” means any contract, commitment, purchase order, mortgage, instrument, indenture, sales order, license, lease or other agreement or arrangement, whether written or oral, in any case, which is legally binding.

“Effective Date” has the meaning set forth in Section 2.01.

“Holding Vehicle” means each holding entity formed or organized by the Company Stockholders after the date hereof to effect the Restructuring.

“Joinder” has the meaning set forth in Section 6.06.

“Merger” has the meaning set forth in the Recitals.

“Merger Agreement” has the meaning set forth in the Recitals.

“Merger Sub” has the meaning set forth in the Recitals.

“Non-Lubert-Adler Members” means CP Klaff Equity LLC and Jumpstart Development LLC, and each of their respective Permitted Transferees (for purposes of this definition only, as defined in the applicable Closing Agreements entered into by and between each such Non-Lubert-Adler Member and Parent), for so long as such Persons hold any equity interests in the Stockholder.

“Other Closing Agreements” has the meaning set forth in the Recitals.

“Other Stockholders” has the meaning set forth in the Recitals.

“Parent” has the meaning set forth in the Preamble.

“Permitted Transfer” means any Transfer made by Stockholder in accordance with Section 7.2(i) and Schedule F of the Merger Agreement to effect the Restructuring.

“Permitted Transferee” means, with respect to Stockholder, any other Company Stockholder, any immediate family member of Stockholder, any trust, partnership, corporation, limited liability company or other entity of which the beneficiaries or beneficial owners, as the case may be, are Company Stockholders or Permitted Transferees, a trust or other entity for the benefit of any Person that is qualified as a charitable organization under Section 501(c)(3) of the Code, or a family foundation established by or on behalf of one or more of the Company Stockholders for the purpose of making charitable gifts or donations to Persons that are qualified

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as charitable organizations under Section 501(c)(3) of the Code, in each case, which transferee executes and delivers to Parent a Joinder in accordance with Section 6.06.

“Public Sale” means any Transfer of Acquired Shares (i) in accordance with the manner of sale requirements set forth in Rule 144(f), whether pursuant to a transaction effected pursuant to Rule 144, an effective registration statement under the Securities Act or otherwise, (ii) effected pursuant to any merger, consolidation or business combination involving Parent in which Parent is not the surviving entity, or any tender offer or exchange offer for all of the outstanding shares of Parent Common Stock pursuant to which at least 50% or more of the outstanding shares of Parent Common Stock are so tendered or exchanged, or (iii) a public offering of securities pursuant to a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act; provided that, for the avoidance of doubt, a “Public Sale” shall not include any privately negotiated transaction for the transfer or purchase and sale of all or any portion of the Acquired Shares (other than in connection with the events described in clause (ii) above).

“Qualified Director” means a director who qualifies as an independent director of Parent under (i) the bylaws of Parent and any applicable corporate governance policies or guidelines of Parent then in effect and (ii) (A) the Nasdaq Marketplace Rules, as such rules may be amended or supplemented from time to time or (B) if the Parent Common Stock is listed on a securities exchange or quotation system other than the Nasdaq Global Select Market, any comparable rule or regulation of the primary securities exchange or quotation system on which the Parent Common Stock is listed or quoted, in each case as determined by the Board of Directors.  Notwithstanding the foregoing, no Affiliate of Stockholder or any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with Stockholder shall be deemed a “Qualified Director”.

“Released Parties” has the meaning set forth in Section 6.04.

“Releasing Parties” has the meaning set forth in Section 6.04.

“Restructuring” means the restructuring of the Target Companies as set forth in Section 7.2(i) and Schedule F of the Merger Agreement.

“Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“Short Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers.

“Stockholder” has the meaning set forth in the Preamble.

“Stockholders’ Agreement” means the Stockholders Agreement of the Company, as dated as of May 22, 2007 and in effect as of the date hereof (without amendment or

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modification hereafter), by and among the Company and the Company Stockholders, a true and complete copy of which has been delivered to Parent.

“Stockholders Meeting” has the meaning set forth in Section 4.01.

“Term” means the period beginning on the Effective Date and ending on the fourth anniversary of the Effective Date.

“Transfer” means, with respect to any security, directly or indirectly, (i) selling, assigning, transferring, hypothecating, pledging, encumbering, permitting the creation of a Lien upon or otherwise disposing of (including by merger, consolidation or otherwise by operation of law) such security or entering into any Contract with respect thereto or (ii) granting any proxy or entering into any voting agreement, voting trust, power of attorney, consent or other agreement or arrangement with respect to the voting of such security (other than pursuant to this Agreement).

“Voting Term” means the period beginning on the Effective Date and ending on the third anniversary of the Effective Date.

ARTICLE II.
EFFECTIVENESS OF AGREEMENT

Section 2.01.   Effective Date.  The parties have executed and delivered this Agreement on the date hereof and the provisions of this Agreement shall be effective upon the execution and delivery of this Agreement by each of the parties hereto; provided that Article IV, Article V and Sections 6.01, 6.02, 6.04 and 6.07 of this Agreement shall not be effective (and no party shall have any rights or obligations thereunder) until the occurrence of the Effective Time (the “Effective Date”).  Notwithstanding anything to the contrary contained herein, (a) the covenants and agreements set forth in (i) Sections 4.01 and 4.02 shall terminate and be of no further force or effect at the end of the Voting Term, and (ii) Sections 5.01, 5.02, 6.01 and 6.07 shall terminate and be of no further force or effect at the end of the Term, and (b) this Agreement shall terminate upon any termination of the Merger Agreement in accordance with the terms thereof prior to the occurrence of the Effective Time.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

Section 3.01.   Representations and Warranties of Stockholder.  Stockholder hereby represents and warrants to Parent as follows:

(a)Organization and Good Standing.  To the extent Stockholder is not a natural person, Stockholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, with all requisite power and authority required to conduct its business as presently conducted.

(b)Authority.  Stockholder has all requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder.  The execution and delivery by Stockholder of this Agreement and the performance by

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Stockholder of its obligations hereunder have been duly authorized by all requisite action of Stockholder (to the extent that Stockholder is not a natural person) and no other action on the part of Stockholder or its security holders is necessary to authorize the execution, delivery or performance by Stockholder of this Agreement.

(c)Valid and Binding Agreement.  This Agreement has been duly executed and delivered by Stockholder and, assuming that this Agreement has been duly authorized, executed and delivered by Parent, constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and (ii) general principles of equity.

(d)Non-Contravention.  The execution and delivery of this Agreement by Stockholder and the performance by Stockholder of its obligations hereunder does not and will not (i) violate any provision of the Organizational Documents of Stockholder (to the extent that Stockholder is not a natural person), (ii) conflict with or violate any Law or order of any Governmental Authority applicable to Stockholder or its assets or properties, (iii) require any Permit, authorization, consent, approval, exemption or other action by, notice to or filing with, any Person or Governmental Authority (other than filings by Stockholder with the SEC under Sections 13 and 16 of the Exchange Act), (iv) violate, conflict with, result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under any Permit or Contract to which Stockholder is a party or by which any of its properties or assets are bound, or (v) result in the creation or imposition of any Lien on any part of the properties or assets of Stockholder (including the Acquired Shares).

(e)Ownership of the Company Securities and Acquired Shares.  The Restructuring has been consummated.  As of the date hereof, giving effect to the consummation of the Restructuring, Stockholder is the record and beneficial owner of, and has good and valid title to, the number of shares of capital stock of the Company, and securities convertible into or exercisable or exchangeable for shares of capital stock of the Company set forth on Schedule A hereto (the “Company Securities”), free and clear of all Liens, and has full and unrestricted power to dispose of and vote all of the Company Securities without the consent or approval of, or any other action on the part of, any other Person.  As of the Effective Date, Stockholder will (i) except by reason of a Permitted Transfer or a transfer to a Permitted Transferee in any such case in accordance with Section 6.06, be the record and beneficial owner of the Acquired Shares free and clear of all Liens (other than those arising under this Agreement and as set forth in the Organizational Documents of the applicable Holding Vehicle) set forth on Schedule A (as supplemented in accordance with Section 6.07), (ii) have good and valid title to the Acquired Shares, and (iii) except as set forth on Schedule A (as supplemented in accordance with Section 6.07), and except for restrictions on transfer

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of securities under applicable securities laws and set forth in the Organizational Documents of the applicable Holding Vehicle, will have full and unrestricted power to dispose of and vote all of the Acquired Shares without the consent or approval of, or any other action on the part of, any other Person.  Other than pursuant to this Agreement or any agreement entered into to effect the Restructuring as contemplated by Section 7.2(i) and Schedule F of the Merger Agreement (which agreement shall not be inconsistent herewith), none of the Acquired Shares will be held by Stockholder subject to any proxy, voting agreement, voting trust, power of attorney, consent or other agreement, arrangement or instrument with respect to the voting of such Acquired Shares.  The Company Securities and Acquired Shares set forth next to Stockholder’s name on Schedule A hereto (as supplemented in accordance with Sections 6.06 and 6.07), constitute (1) all of the Company Securities that are owned beneficially or of record by Stockholder as of the date hereof and neither Stockholder nor any of its Affiliates own, beneficially or of record, or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Company Securities and (2) all of the Acquired Shares that will be owned beneficially or of record by Stockholder as of the Effective Date.

(f)Private Placement.  Stockholder has been advised that the shares of Parent Common Stock to be received by Stockholder at the Effective Time:  (i) have not been, and will not at the Effective Time have been, registered under the Securities Act or any state securities laws, (ii) constitute “restricted securities” as defined in Rule 144 and (iii) therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless exemptions from such registration requirements are available.  Stockholder is purchasing Parent Common Stock for its own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act.  Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time.  Stockholder acknowledges and understands the provisions of Section 3.2(e) of the Merger Agreement.

(g)Accredited Investor Status.  Stockholder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(h)Non-Lubert-Adler Members.  As of the date hereof, none of the Non-Lubert-Adler Members is an Affiliate of Stockholder or a member of “group” (as defined in Section 13(d)(3) of the Exchange Act) with the Stockholder with respect to acquisition or voting of any voting securities of Parent (except to the extent a member of such a group solely as a result of the transactions expressly contemplated by the Merger Agreement, the Restructuring and/or being a holder of an equity interest in Stockholder as contemplated by the Restructuring).

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Section 3.02.   Representations and Warranties of Parent.  Parent hereby represents and warrants to Stockholders as follows:

(a)Organization and Good Standing.  Parent is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, with all requisite power and authority required to conduct its business as presently conducted.

(b)Authority.  Parent has all requisite corporate power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder.  The execution and delivery by Parent of this Agreement and the performance by Parent of its obligations hereunder have been duly authorized by all requisite corporate action of Parent and no other action on the part of Parent or its stockholders is necessary to authorize the execution, delivery or performance by Parent of this Agreement.

(c)Valid and Binding Agreement.  This Agreement has been duly executed and delivered by Parent and, assuming that this Agreement has been duly authorized, executed and delivered by Stockholder, constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and (ii) general principles of equity.

(d)Non-Contravention.  The execution and delivery of this Agreement by Parent and the performance by Parent of its obligations hereunder does not and will not (i) violate any provision of the Organizational Documents of Parent, (ii) conflict with or violate any Law or order of any Governmental Authority applicable to Parent or its assets or properties, (iii) require any Permit, authorization, consent, approval, exemption or other action by, notice to or filing with any Person or Governmental Authority (other than the filing of a Current Report on Form 8-K with the SEC and as contemplated by the Merger Agreement), (iv) violate, conflict with, result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under, any Permit or Contract to which Parent is a party or by which any of its properties or assets are bound or (v) result in the creation or imposition of any Lien on any part of the properties or assets of Parent.

ARTICLE IV.
VOTING AND SUPPORT

Section 4.01.   Agreement to Vote.  Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any other Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the

8

Exchange Act) beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 4.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), at any meeting (whether annual or special, and at each adjourned or postponed meeting) of Parent’s stockholders, however called, or in any other circumstances (including any action sought by written consent) upon which a vote or other consent or approval is sought (any such meeting or other circumstance, a “Stockholders Meeting”), Stockholder will, during the Voting Term only, (i) appear at each Stockholders Meeting or, at Stockholder’s option, otherwise cause all of its Acquired Shares to be counted as present at each Stockholders Meeting, for purposes of calculating a quorum and respond to any other request by Parent for written consent, if any, and (ii) vote, or cause to be voted (including by written consent, if applicable) in person or by proxy, all of the Acquired Shares to the fullest extent that such Acquired Shares are entitled to be voted at the time of any vote or action by written consent as follows:

(a)For the period beginning on the Closing Date and ending on (and including) the day that is the second anniversary of the Closing Date:

(i)with respect to the election of directors to the Board of Directors, “for” any and all nominees recommended by the Board of Directors to Parent’s stockholders as set forth in Parent’s definitive proxy statement with respect to such election;

(ii)with respect to all other matters submitted for a vote of Parent’s stockholders, in accordance with the recommendation of the Board of Directors with respect to such matters; and

(iii)“for” any proposal to adjourn or postpone any Stockholders Meeting at which any of the foregoing matters are submitted for the consideration of Parent’s stockholders to a later date if there are not sufficient votes for approval of such matters on the date on which the Stockholders Meeting is held to vote “for” the foregoing matters.

(b)For the period beginning on (and including) the day after the day that is the second anniversary of the Closing Date and ending at the end of the Voting Term:

(i)with respect to the election of directors to the Board of Directors, “for” any and all nominees recommended by the Board of Directors to Parent’s stockholders as set forth in Parent’s definitive proxy statement with respect to such election;

(ii)“for” any proposal to adjourn or postpone any Stockholders Meeting at which any of the matters described in Section 4.01(b)(i) above are submitted for the consideration of Parent’s stockholders to a later date if there are not sufficient votes for approval of such matters on the date on which the Stockholders Meeting is held to vote “for” the foregoing matters;

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(iii)with respect to all matters, other than those described in Section 4.01(b)(i) and (ii) above, submitted for a vote of Parent’s stockholders, in a manner that is proportionate to the manner in which all other holders of Parent Common Stock eligible to vote cast their votes (i.e., “for” such matters or “against” such matters, as applicable), and Stockholder shall grant a proxy coupled with an interest to the Chairman of the Board of Directors to vote the Acquired Shares in such manner, which proxy shall expire by its terms at the time at which Stockholder’s relevant obligation to vote expires as set forth in this Section 4.01; and

(iv)with respect to any proposal to adjourn or postpone any Stockholders Meeting at which any of the matters described in Section 4.01(b)(iii) above are submitted for the consideration of Parent’s stockholders to a later date, in a manner that is proportionate to the manner in which all others holders of Parent Common Stock eligible to vote cast their votes with respect to such proposal, and Stockholder shall grant a proxy coupled with an interest to the Chairman of the Board of Directors to vote the Acquired Shares in such manner, which proxy shall expire by its terms at the time at which Stockholder’s relevant obligation to vote expires as set forth in this Section 4.01.

Section 4.02.   Other Actions.  Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any Persons with which any of the foregoing form a “group” (as defined in Section 13d-3 of the Exchange Act), beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 4.02 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder will use its reasonable best efforts to take any actions with respect to the Acquired Shares as follows:

(a)For the period beginning on the Closing Date and ending on (and including) the day that is the second anniversary of the Closing Date, as recommended by the Board of Directors to all of Parent’s stockholders in any definitive proxy statement, prospectus, offer solicitation or recommendation with respect to any tender offer or exchange offer for one or more classes of securities of Parent, or any other written communication directed to one or more classes of Parent’s stockholders; and

(b)For the period beginning on (and including) the day after the day that is the second anniversary of the Closing Date and ending at the end of the Voting Term, in a manner that is proportionate to the actions taken by all other holders of Parent Common Stock eligible to take actions with respect to the matters described in this Section 4.02 (e.g., tendering or not tendering shares of Parent Common Stock).

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ARTICLE V.
MARKET ACTIVITIES BY THE SHAREHOLDERS

Section 5.01.   Standstill Arrangement.  Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any other Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act), beneficially or of record more than 5% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 5.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder and its Affiliates and their respective (i) directors, officers, managers, and (ii) subject to Section 8.15 hereof, members and equity holders shall not, during the Term only, in any manner, directly or indirectly, without the prior written consent of the Qualified Directors:

(a)acquire or agree to acquire, or publicly offer or propose (with or without conditions) to acquire, directly or indirectly, by purchase or otherwise, any voting securities or any direct or indirect rights or options to acquire any voting securities of Parent or any Subsidiary thereof, or of any successor to or Person in control of Parent;

(b)make any announcement with respect to, or publicly offer to effect, seek or propose (with or without conditions), any merger, acquisition, consolidation, other business combination, restructuring, recapitalization, tender offer, exchange offer or other extraordinary transaction with or involving Parent or any of its Subsidiaries or any of its or their securities or assets; provided, however, that nothing contained herein shall limit the ability of Stockholder to file or amend its Schedule 13D regarding the Parent Common Stock as required by Law or to make other securities or tax filings as required by Law so long as Stockholder does not enter into any contract, agreement or understanding with respect to Parent’s voting securities (other than this Agreement), or otherwise take any action, in violation of its obligations under Article IV or clauses (a)-(f) of this Section 5.01;

(c)other than in connection with the designation of the Board Designees by Stockholders’ Representative pursuant to Section 6.12 of the Merger Agreement (i) initiate, propose, induce or attempt to induce any other Person to initiate any stockholder proposal, nominate any person to be elected as a member of the Board of Directors or make any attempt to call a special meeting of stockholders of Parent, (ii) submit any proposal for consideration at, or bring any other business before, any meeting of stockholders of Parent, or request that Parent include any proposals or nominees for election as members of the Board of Directors in any Parent proxy statement, (iii) engage, or in any way participate, directly or indirectly, in any “solicitation” (as such term is defined in Rule 14a-1(l) promulgated by the SEC under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors), seek to advise, encourage or influence any Person with respect to

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the voting of any Parent securities (except in support of proposals approved by the Board of Directors), or (iv) otherwise communicate with Parent’s stockholders or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act; provided, however, that nothing herein shall limit the ability of Stockholder to vote its voting securities on any matter submitted to a vote of the stockholders of Parent in accordance with the terms of Article IV;

(d)(i) form, join or in any way participate in a “group” as defined in Section 13(d)(3) of the Exchange Act with any other Person other than an Affiliate of Stockholder with respect to acquisition or voting of any voting securities of Parent, (ii) enter into any negotiation, Contract, or relationship (legal or otherwise) with any third parties, other than an Affiliate of Stockholder, in connection with any of the foregoing or with respect to the acquisition or voting of any voting securities of Parent or (iii) otherwise deposit any voting securities of Parent in any voting trust or subject any voting securities of Parent to any arrangement or agreement with respect to the voting of any voting securities of Parent, except, in the case of clauses (i), (ii) and (iii) above, as expressly set forth in this Agreement;

(e)publicly seek or publicly request permission to take any action that would violate any of the foregoing or to amend or waive any provision of this Section 5.01, or make any public announcement with respect to any of the foregoing (except as expressly permitted herein); or

(f)take, or cause others to take, any actions that would otherwise violate any provision of this Section 5.01.

Section 5.02.   Other Market Activities.  Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act), beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 5.02 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder shall not in any manner, directly or indirectly, nor permit its Affiliates or subject to Section 8.15 hereof, any Person acting on behalf of or pursuant to any understanding with Stockholder or its Affiliates, during the Term only, to engage in any Short Sales, derivatives, participations, swaps or enter into any other arrangements that transfer to another Person, in whole or in part, any of the economic consequences of ownership of the Acquired Shares without transferring record ownership of such Acquired Shares to such Person.

ARTICLE VI.
ADDITIONAL COVENANTS

Section 6.01.   Restrictive Covenants.  The parties hereto acknowledge and agree that Parent is relying on the covenants and agreements set forth in this Section, that without such

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covenants Parent would not enter into the Merger Agreement or consummate the Merger or the other transactions contemplated thereby, and that the Number of Parent Shares Per Holder Stockholder is entitled to receive at the Effective Time are sufficient consideration to make the covenants and agreements set forth herein enforceable.  The terms of this Section 6.01 shall be enforceable against Stockholder.  For purposes of this Article VI, the term “Subsidiaries” shall include the Company and its Subsidiaries.

(a)[RESERVED]

(b)[RESERVED]

(c)[RESERVED]

(d)Confidentiality.  Stockholder hereby covenants and agrees that, during the Term, Stockholder will, and subject to Section 8.15 hereof, will cause its Affiliates and representatives to, maintain the confidentiality of, and refrain from using or disclosing to any Person, all Confidential Information, except to the extent disclosure is required by Law or in response to any summons or subpoena or in connection with any litigation.  In the event that such party reasonably believes after consultation with counsel that it is required by Law or in response to any summons or subpoena or in connection with any litigation to disclose any Confidential Information, such party will (i) provide Parent with prompt notice before such disclosure so that Parent may attempt to obtain a protective order or other assurance that confidential treatment will be accorded to such Confidential Information and (ii) cooperate with Parent in attempting to obtain such order or assurance.

(e)[RESERVED]

(f)Blue-Pencil.  If any court of competent jurisdiction shall at any time deem the term of any particular restrictive covenant contained in this Section 6.01 too lengthy or the geographic area covered too extensive, the other provisions of this Section 6.01 shall nevertheless stand, the Term shall be deemed to be the longest period permissible by Law under the circumstances and the geographic area covered shall be deemed to comprise the largest territory permissible by Law under the circumstances.  The court in each case shall reduce the Term and/or geographic area covered to permissible duration or size.

Section 6.02.   Indemnification of Parent Indemnified Parties.

(a)Stockholder hereby agrees to be bound by the provisions of Article 9 of the Merger Agreement as if Stockholder were a direct party thereto.  For the avoidance of doubt, the obligation of Stockholder to indemnify the Parent Indemnified Parties against, save and hold the Parent Indemnified Parties harmless from and against, and pay on behalf of or reimburse the Parent Indemnified Parties for, any Adverse Consequences pursuant to Article 9 of the Merger Agreement shall be subject to the limitations and procedures expressly set forth in Article 9 of the Merger Agreement.

(b)Notwithstanding the foregoing, (i) in the event that both Stockholder and, if applicable, any Person which holds the voting equity interests in such Stockholder (a “Holding Vehicle Member”), are parties to Closing Agreements

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with Parent, the Stockholder shall be the indemnitor of first resort with respect to the claims that may be brought by any Parent Indemnified Parties against any such Persons pursuant to Article 9 of the Merger Agreement, with the obligations of the Stockholder being primary and any obligations of such Holding Vehicle Member being full and unconditional but secondary with respect to such indemnification obligations described in the foregoing sentence, and (ii) in the event that the Applicable Holding Vehicle distributes the shares of Parent Common Stock held by it to such Holding Vehicle Member or dissolves, liquidates, terminates its existence or otherwise ceases to exist, such Holding Vehicle Member shall be obligated to indemnify the Parent Indemnified Parties as to any claim for indemnification under Article 9 of the Merger Agreement in accordance with its Pro Rata Share.

(c)The Miscellaneous provisions contained in Article 10 of the Merger Agreement (including Sections 10.9, 10.11, 10.12 and 10.18) shall be binding upon Stockholder with respect to the interpretation, enforceability, performance, termination or validity of Article 9 and any claims for indemnification made thereunder.

Section 6.03.   Matters Relating to Stockholders’ Representative.

(a)Appointment.  Stockholder hereby irrevocably constitutes and appoints Stockholders’ Representative as the true, exclusive and lawful agent and attorney-in-fact of Stockholder to act in the name, place and stead of Stockholder in connection with the transactions contemplated by the Merger Agreement, the Registration Rights Agreement and this Agreement, in accordance with the terms and provisions of the Merger Agreement and this Agreement, and to act on behalf of Stockholder in any Proceeding involving this Agreement or the Merger Agreement (including any claim for indemnification under Article 9 of the Merger Agreement), to do or refrain from doing all such further acts and things, and to execute all such documents as Stockholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement and the Merger Agreement, including the power:

(i)to act for Stockholder with regard to matters pertaining to indemnification referred to in the Merger Agreement, including the power to compromise or settle any indemnity claim on behalf of Stockholder and to transact matters of litigation or other Proceedings;

(ii)to act for Stockholder with respect to tax matters in accordance with Section 6.10 of the Merger Agreement;

(iii)to act for Stockholder with respect to the designation of Board Designees in accordance with Section 6.12 of the Merger Agreement;

(iv)to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that Stockholders’ Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement; and

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(v)to do or refrain from doing any further act or deed on behalf of Stockholders that the Stockholders’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of the Merger Agreement as fully and completely as Stockholder could do if personally present;

provided, however, that the Stockholders’ Representative shall not have the right or power to amend, or execute any amendment to, this Agreement or the Registration Rights Agreement on behalf of Stockholder.

(b)Removal.  The Stockholders’ Representative may be removed or replaced only upon delivery of written notice to Merger Sub by Stockholders holding at least a majority of outstanding shares of capital stock of the Company as of immediately prior to the Effective Time Parent, Merger Sub, the Surviving Corporation and any other Person may conclusively and absolutely rely, without inquiry, upon any action of Stockholders’ Representative in all matters referred to herein.

(c)The Stockholders’ Representative will incur no liability to Stockholder with respect to any action taken or suffered by any party in reliance upon any notice, direction, instruction, consent, statement or other document believed by the Stockholders’ Representative to be genuine and to have been signed by the proper Person (and the Stockholders’ Representative shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own gross negligence, bad faith or willful misconduct.

(d)Stockholder shall severally, pro rata (based on and limited by its relative ownership, as of immediately prior to the consummation of the Restructuring or, if the Restructuring does not occur prior to the occurrence of the Effective Time, as of immediately prior to the Effective Time, of shares of Parent Common Stock issued in the Merger (and any securities convertible into or exercisable or exchangeable for such shares of Parent Common Stock)), and not jointly with each other Stockholder, indemnify and hold harmless the Stockholders’ Representative against any loss, liability or expense incurred by the Stockholders’ Representative (without gross negligence, bad faith or willful misconduct on the part of the Stockholders’ Representative) arising out of or in connection with the acceptance or administration of the Stockholders’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel (or other advisor) retained by the Stockholders’ Representative.

Section 6.04.   Release.  Stockholder, on behalf of itself and its Affiliates, heirs, beneficiaries, family members (whether by blood, adoption or marriage), successors and assigns (collectively, the “Releasing Parties”), hereby forever and unconditionally waives and releases Parent and its current and former Affiliates, officers, directors and agents (collectively, the “Released Parties”), to the fullest extent permitted by Law, from all actions, causes of action, suits, debts, costs, penalties, dues, sums of money, accounts, reckonings, bonds, bills, liabilities, covenants, contracts, controversies, variances, trespasses, damages, judgments, demands, grievances or any other claims of any kind or nature, known or unknown, existing or claimed to exist, fixed or contingent, both at law and in equity (“Causes of Action”), that such Releasing Party now has, has ever had or may hereafter have against the Released Parties arising

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contemporaneously with or prior to the Effective Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date in connection with, or to the extent relating to, the Company and/or any of its Subsidiaries or Affiliates; provided, however, that nothing contained herein will release any Released Party from any Causes of Action arising under this Agreement, the Merger Agreement or the Transaction Documents or any rights to indemnification or to advancement or reimbursement of expenses to which the current and former directors and officers of the Company or any of its Subsidiaries may be entitled to pursuant to the Merger Agreement, any applicable Contract in effect on the date hereof, applicable Law or arising under the Organizational Documents of the Company or any of its Subsidiaries if, and to the extent, any such rights to indemnification or to advancement or reimbursement of expenses arise out of, or otherwise relate to, actions or claims brought or asserted against such persons after the date of this Agreement.

Section 6.05.   Waiver of Dissenters’ Rights.  Stockholder hereby waives any rights of dissent or other similar rights that Stockholder may have as a result of, or otherwise in connection with, the Merger or any of the other transactions contemplated by the Merger Agreement.

Section 6.06.   Restrictions on Transfer of Company Securities.  From and after the date of this Agreement until the Effective Date, Stockholder shall not, directly or indirectly, (a) Transfer or offer to Transfer any Company Securities, (b) tender any Company Securities in connection with any tender or exchange offer or otherwise or (c) otherwise restrict the ability of Stockholder to freely exercise all voting rights with respect to the Company Securities.  Any action attempted to be taken in violation of the preceding sentence will be null and void.  Nothing in this Section 6.06 shall limit or preclude Stockholder’s right to Transfer any Company Securities (x) to any Permitted Transferee solely for estate planning or charitable purposes or (y) as contemplated by Section 7.2(i) and Schedule F to the Merger Agreement to effect the Restructuring; provided that, (i) Stockholder provides at least three Business Days advance written notice to Parent of such proposed Transfer (including providing such other information and documentation related to the proposed Permitted Transferee as Parent may reasonably request), (ii) subject to Section 8.15, such Permitted Transferee agrees in a written agreement with Parent (in form and substance satisfactory to Parent, in its reasonable discretion) to hold such Company Securities pursuant to, and to be bound by, the terms and conditions of this Agreement as “Stockholder” hereunder, and to make each of the representations and warranties hereunder in respect of the Company Securities transferred as Stockholder has made hereunder (a “Joinder”), (iii) the Joinder shall be valid and binding in all respects on the Permitted Transferee, and (iv) Stockholder will deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Company Securities; provided, further, that, in the event that any proposed Permitted Transferee does not comply with the obligations imposed hereunder with respect to any Company Securities purported to be transferred to such Person, such transfer shall be deemed null and void ab initio.

Section 6.07.   Restrictions on Transfer of Acquired Shares.  Except as set forth in Article V of this Agreement and under applicable securities Laws, the Transfer of any of the Acquired Shares by any Stockholder shall not be subject to any restrictions; provided, however, Stockholder agrees that, except in the event of a Transfer of any Acquired Shares by Stockholder pursuant to a Public Sale, it shall be a condition precedent to any Transfer or series of related

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Transfers of Acquired Shares (a) representing 5% or more of the issued and outstanding Parent Common Stock to any Person, (b) following which, the transferee, together with its Affiliates and any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with such transferee, would own beneficially or of record 5% or more of the issued and outstanding shares of Parent Common Stock or (c) to any Affiliate of Stockholder or any of the Other Stockholders or any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with Stockholder or any Other Stockholder or their respective Affiliates, in each case, (i) for such transferee to execute and deliver to Parent a Joinder (with respect to Article IV, Article V and this Section 6.07 only) with respect to such Acquired Shares, (ii) for such Joinder to be valid and binding in all respects on such transferee and (iii) for Stockholder to deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Acquired Shares.  Any purported sale or transfer by any Stockholder or its Affiliates without compliance with the obligation in the preceding sentence shall be null and void ab initio.

ARTICLE VII.
RESERVED

ARTICLE VIII.
GENERAL

Section 8.01.   Notices.  Any notice to be given by any party to this Agreement shall be given in writing and may be effected by facsimile, personal delivery, overnight courier, e-mail or sent by certified, United States Mail, postage prepaid, addressed to (a) Parent at the address, e-mail or facsimile number set forth in the Merger Agreement, including to the persons designated therein to receive copies and (b) any Holder at the address, e-mail or facsimile number set forth on the signature page hereto.  The date of service for any notice sent in compliance with the requirements of this Section 8.01 shall be (i) the date such notice is personally delivered, (ii) three days after the date of mailing if sent by certified or registered mail, (iii) one day after date of delivery to the overnight courier if sent by overnight courier or (iv) the next succeeding Business Day after transmission by e-mail or facsimile.

Section 8.02.   No Third Party Beneficiaries.  Except (a) as set forth in Section 6.04 of this Agreement and Article 9 of the Merger Agreement (which Stockholder has agreed to be bound by under Section 6.02 of this Agreement), and (b) as to Section 6.03 of this Agreement with respect to the Stockholders’ Representative (who is intended to be an express third party beneficiary of Section 6.03), nothing in this Agreement, express or implied, is intended to or shall confer upon the Person (other than the parties to this Agreement) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 8.03.   Governing Law.  This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another state otherwise to govern this Agreement.

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Section 8.04.   Severability.  If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect.

Section 8.05.   Successors and Assigns.  This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  Stockholder may not assign this Agreement or any of its rights or obligations hereunder except as expressly provided for herein.  Parent may not assign its rights or obligations under this Agreement except with the prior written consent of Stockholder, which consent may be given or withheld in such party’s sole discretion; provided, however, that Parent may (i) assign its rights and remedies hereunder as collateral to any bank or other financial institution that has loaned funds or otherwise extended credit to it or any of its Affiliates or (ii) assign its rights under this Agreement to a related or Affiliated entity; provided that, in each case, no such assignment shall relieve the assignor of its liabilities and obligations hereunder.

Section 8.06.   Interpretation.  Interpretation of this Agreement shall be governed by the following rules of construction: (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires, (ii) references to the terms article, section and schedule are references to the articles, sections and schedules to this Agreement unless otherwise specified, (iii) the word “including” and words of similar import shall mean “including without limitation,” (iv) the word “or” shall not be exclusive, (v) the headings are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, (vi) a reference to any Person includes such Person’s successors and permitted assigns, (vii) any reference to “days” means calendar days unless Business Days are expressly specified and (viii) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 8.07.   Amendments; Waivers.  This Agreement may not be amended without the express written agreement signed by all of the parties to this Agreement.  No provision of this Agreement may be waived without the express written agreement signed by the party making such waiver.  The failure of any party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights.

Section 8.08.   Fees and Expenses.  All matters relating to the responsibility of each of Stockholder and Parent for fees and expenses (including the fees and expenses of financial consultants, investment bankers, accountants and legal counsel) in connection with the entry into of this Agreement and the consummation of the actions contemplated hereby shall be governed by Section 10.18 of the Merger Agreement, and Stockholder hereby acknowledges and agrees to be bound by Section 10.18 of the Merger Agreement.

Section 8.09.   Entire Agreement.  This Agreement (together with the Merger Agreement) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.

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Section 8.10.   Remedies Cumulative.  Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at law or in equity.  The exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.

Section 8.11.   Counterparts; Effectiveness.  This Agreement and any amendment hereto may be executed and delivered in two or more identical counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.  Except as set forth in Section 2.01, this Agreement shall become effective and binding upon any Stockholder when executed by Stockholder and Parent.  In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.  No party hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

Section 8.12.   Specific Performance.  The parties to this Agreement agree that irreparable damage would occur and that the parties to this Agreement would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case without the necessity of posting bond or other security or showing actual damages, and this being in addition to any other remedy to which they are entitled at law or in equity.

Section 8.13.   Submission to Jurisdiction.  Each of the parties hereto irrevocably agrees that all claims, controversies and disputes of any kind or nature relating in any way to the enforcement or interpretation of this Agreement or to the parties’ dealings, rights or obligations in connection herewith, shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any federal court of the United States located in the State of Delaware, or, if neither the Court of Chancery of the State of Delaware nor any such federal court has jurisdiction, any other state court located in the State of Delaware.  Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the actions contemplated by this Agreement in any court or tribunal other than the aforesaid courts.  Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder, (i) any claim that it is not personally subject to the jurisdiction of the above

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named courts for any reason other than the failure to serve process in accordance with this Section 8.13, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (a) the suit, action or proceeding in such court is brought in an inconvenient forum, (b) the venue of such suit, action or proceeding is improper or (c) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.  Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.01 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof.  Notwithstanding the foregoing in this Section 8.13, a party may commence any action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Section 8.14.   WAIVER OF JURY TRIAL.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, CONTROVERSY OR OTHER LEGAL ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.14.

Section 8.15.   Non Applicability to Non-Lubert Adler Members. Notwithstanding anything to the contrary contained in this Agreement, it is expressly acknowledged and agreed that, so long as any Non-Lubert Adler Member is not an Affiliate of Stockholder, (a) such Non-Lubert Adler Member shall not be bound by any terms or provisions in this Agreement, whether directly or indirectly as a member of Stockholder, and shall instead solely be governed by the Closing Agreement entered into by and between such Non-Lubert Adler Member and Parent, and (b) Stockholder shall not be obligated to cause such Non-Lubert Adler Member to comply with any provision of this Agreement.

[Remainder of Page Intentionally Left Blank.
Signature Pages Follow.]

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IN WITNESS WHEREOF, each party hereto has caused this Closing Agreement to be duly executed as of the date first written above.

COMPANY:
STANDARD PARKING CORPORATION
By:	/s/ James A. Wilhelm
Name:	James A. Wilhelm
Title:	President and Chief Executive Officer

Signature Page to Closing Agreement

STOCKHOLDER:
2929 CPC HOLDCO, LLC
By:	/s/ Stuart Margulies
Name:	Stuart Margulies
Title:	Vice President

Signature Page to Closing Agreement

SCHEDULE A

OWNERSHIP

Name of Stockholder	Company Securities
2929 CPC Holdco, LLC	217,778 shares of Company Preferred Stock 49,000,000 shares of Company Common Stock

The Acquired Shares held by the Stockholder will be subject to the terms and conditions of a Sponsor Agreement, dated as of the date hereof, by and among the Stockholder, VCM STAN-CPC Holdings, LLC and Kohlberg CPC Rep, L.L.C., which imposes restrictions on the transfer of Acquired Shares held by the Stockholder subject to the terms and conditions thereof.

EX-10.4

Exhibit 10.4

CLOSING AGREEMENT

This CLOSING AGREEMENT (this “Agreement”) dated as of October 2, 2012, is by and between Standard Parking Corporation, a Delaware corporation (“Parent”), and the Person executing this Agreement as a “Stockholder” on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, “Stockholder”).

RECITALS:

WHEREAS, pursuant to the Agreement and Plan of Merger (as amended from time to time in accordance with its terms, the “Merger Agreement”), dated as of the date hereof, by and among Parent, KCPC Holdings, Inc., a Delaware corporation (the “Company”), Hermitage Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Kohlberg CPC Rep, L.L.C., in its capacity as Stockholders’ Representative thereunder, among other things, at the Effective Time, Merger Sub will be merged with and into the Company, with the Company surviving the Merger on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”);

WHEREAS, the Restructuring has been consummated;

WHEREAS, giving effect to the consummation of the Restructuring, Stockholder owns the number and type of Company Securities (as defined herein) set forth on Schedule A hereto;

WHEREAS, at the Effective Time, Stockholder will be entitled to receive a number of shares of Parent Common Stock equal to the Number of Parent Shares Per Holder for Stockholder (together with (i) any other shares of Parent Common Stock acquired by Stockholder after the date hereof, (ii) any securities convertible into or exercisable or exchangeable for shares of Parent Common Stock held by Stockholder, or (iii) any shares of Parent Common Stock issuable to Stockholder upon conversion, exercise or exchange of the securities described in clause (ii), the “Acquired Shares”);

WHEREAS, Stockholder hereby acknowledges and agrees that it will derive substantial benefit from the consummation of the Merger, and, accordingly, Parent and Stockholder desire to establish in this Agreement certain terms and conditions concerning the corporate governance of Parent and the Acquired Shares and related provisions concerning the relationship of Stockholder with Parent;

WHEREAS, simultaneously with the execution and delivery of this Agreement, Parent has entered into closing agreements in form and substance similar to this Agreement with certain other holders of Company Securities (the “Other Stockholders”) in connection with the Merger Agreement and the Merger (the “Other Closing Agreements”); and

WHEREAS, as a condition and inducement to Parent and Merger Sub entering into and incurring their respective obligations under the Merger Agreement, Parent and Merger

Sub require that Stockholder enter into this Agreement and the Other Stockholders enter into the Other Closing Agreements.

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

ARTICLE I.
DEFINITIONS

Section 1.01.          Definitions.  Capitalized terms used in this Agreement and not defined herein have the meanings ascribed to such terms in the Merger Agreement.  In addition, the following terms shall have the corresponding meanings for purposes of this Agreement:

“Acquired Shares” has the meaning set forth in the Recitals.

“Agreement” has the meaning set forth in the Preamble.

“beneficial ownership” means, with respect to any securities, having any “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act) or otherwise having any right to exercise voting rights with respect to such securities, and “beneficial owner” means any Person having beneficial ownership of any securities.

“Board of Directors” means the board of directors of Parent.

“Causes of Action” has the meaning set forth in Section 6.04.

“Company” has the meaning set forth in the Recitals.

“Company Common Stock” means common stock, par value $0.01 per share, of the Company.

“Company Preferred Stock” means preferred stock, par value $0.01 per share, of the Company.

“Company Securities” has the meaning set forth in Section 3.01(e).

“Company Stockholder” means any Person that is a holder of Company Common Stock or Company Preferred Stock as of the date of this Agreement or at any time hereafter and prior to the Effective Time (including any Person that is a holder of Company Options that will exercise this, her or its Company Options prior to the Effective Time and, upon the consummation of the Restructuring, each Holding Vehicle), and such Person’s successors and assigns.

“Confidential Information” means all information regarding Parent and its Subsidiaries (including, as of the Effective Time, the Company and its Subsidiaries), including

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any business plans, financial information, operational information, personnel records, supplier and vendor lists, supplier and vendor contracts and projections; provided, however, that “Confidential Information” shall not include information (i) which is or becomes generally available to the public other than as a result of the breach of this Agreement by Stockholder or its Affiliates or (ii) is or becomes available to Stockholder or its Affiliates on a non-confidential basis from a source other than Parent, provided that Stockholder and its Affiliates did not know or have any reason to know that the source of such information was bound by a confidentiality agreement or other confidentiality obligation with respect to such information.

“Contract” means any contract, commitment, purchase order, mortgage, instrument, indenture, sales order, license, lease or other agreement or arrangement, whether written or oral, in any case, which is legally binding.

“Effective Date” has the meaning set forth in Section 2.01.

“Fund” has the meaning set forth in Section 7.01.

“Holding Vehicle” means each holding entity formed or organized by the Company Stockholders after the date hereof to effect the Restructuring.

“Joinder” has the meaning set forth in Section 6.06.

“Merger” has the meaning set forth in the Recitals.

“Merger Agreement” has the meaning set forth in the Recitals.

“Merger Sub” has the meaning set forth in the Recitals.

“Non-Versa Members” means Lubert-Adler Real Estate Fund V, L.P., and Lubert-Adler Real Estate Parallel Fund V, L.P. and each of their respective Permitted Transferees (for purposes of this definition only, as defined in the applicable Closing Agreements entered into by and between each such Non-Versa Member and Parent), for so long as such Persons hold any equity interests in the Stockholder.

“Other Closing Agreements” has the meaning set forth in the Recitals.

“Other Stockholders” has the meaning set forth in the Recitals.

“Parent” has the meaning set forth in the Preamble.

“Permitted Transfer” means any Transfer made by Stockholder in accordance with Section 7.2(i) and Schedule F of the Merger Agreement to effect the Restructuring.

“Permitted Transferee” means, with respect to Stockholder, any other Company Stockholder, any immediate family member of Stockholder, any trust, partnership, corporation, limited liability company or other entity of which the beneficiaries or beneficial owners, as the case may be, are Company Stockholders or Permitted Transferees, a trust or other entity for the benefit of any Person that is qualified as a charitable organization under Section 501(c)(3) of the

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Code, or a family foundation established by or on behalf of one or more of the Company Stockholders for the purpose of making charitable gifts or donations to Persons that are qualified as charitable organizations under Section 501(c)(3) of the Code, in each case, which transferee executes and delivers to Parent a Joinder in accordance with Section 6.06.

“Public Sale” means any Transfer of Acquired Shares (i) in accordance with the manner of sale requirements set forth in Rule 144(f), whether pursuant to a transaction effected pursuant to Rule 144, an effective registration statement under the Securities Act or otherwise, (ii) effected pursuant to any merger, consolidation or business combination involving Parent in which Parent is not the surviving entity, or any tender offer or exchange offer for all of the outstanding shares of Parent Common Stock pursuant to which at least 50% or more of the outstanding shares of Parent Common Stock are so tendered or exchanged, or (iii) a public offering of securities pursuant to a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act; provided that, for the avoidance of doubt, a “Public Sale” shall not include any privately negotiated transaction for the transfer or purchase and sale of all or any portion of the Acquired Shares (other than in connection with the events described in clause (ii) above).

“Qualified Director” means a director who qualifies as an independent director of Parent under (i) the bylaws of Parent and any applicable corporate governance policies or guidelines of Parent then in effect and (ii) (A) the Nasdaq Marketplace Rules, as such rules may be amended or supplemented from time to time or (B) if the Parent Common Stock is listed on a securities exchange or quotation system other than the Nasdaq Global Select Market, any comparable rule or regulation of the primary securities exchange or quotation system on which the Parent Common Stock is listed or quoted, in each case as determined by the Board of Directors.  Notwithstanding the foregoing, no Affiliate of Stockholder or any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with Stockholder shall be deemed a “Qualified Director”.

“Released Parties” has the meaning set forth in Section 6.04.

“Releasing Parties” has the meaning set forth in Section 6.04.

“Restructuring” means the restructuring of the Target Companies as set forth in Section 7.2(i) and Schedule F of the Merger Agreement.

“Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“Short Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers.

“Stockholder” has the meaning set forth in the Preamble.

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“Stockholders’ Agreement” means the Stockholders Agreement of the Company, as dated as of May 22, 2007 and in effect as of the date hereof (without amendment or modification hereafter), by and among the Company and the Company Stockholders, a true and complete copy of which has been delivered to Parent.

“Stockholders Meeting” has the meaning set forth in Section 4.01.

“Term” means the period beginning on the Effective Date and ending on the fourth anniversary of the Effective Date.

“Transfer” means, with respect to any security, directly or indirectly, (i) selling, assigning, transferring, hypothecating, pledging, encumbering, permitting the creation of a Lien upon or otherwise disposing of (including by merger, consolidation or otherwise by operation of law) such security or entering into any Contract with respect thereto or (ii) granting any proxy or entering into any voting agreement, voting trust, power of attorney, consent or other agreement or arrangement with respect to the voting of such security (other than pursuant to this Agreement).

“Voting Term” means the period beginning on the Effective Date and ending on the third anniversary of the Effective Date.

ARTICLE II.
EFFECTIVENESS OF AGREEMENT

Section 2.01.          Effective Date.  The parties have executed and delivered this Agreement on the date hereof and the provisions of this Agreement shall be effective upon the execution and delivery of this Agreement by each of the parties hereto; provided that Article IV, Article V and Sections 6.01, 6.02, 6.04 and 6.07 of this Agreement shall not be effective (and no party shall have any rights or obligations thereunder) until the occurrence of the Effective Time (the “Effective Date”).  Notwithstanding anything to the contrary contained herein, (a) the covenants and agreements set forth in (i) Sections 4.01 and 4.02 shall terminate and be of no further force or effect at the end of the Voting Term, and (ii) Sections 5.01, 5.02, 6.01 and 6.07 shall terminate and be of no further force or effect at the end of the Term, and (b) this Agreement shall terminate upon any termination of the Merger Agreement in accordance with the terms thereof prior to the occurrence of the Effective Time.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

Section 3.01.          Representations and Warranties of Stockholder.  Stockholder hereby represents and warrants to Parent as follows:

(a)           Organization and Good Standing.  To the extent Stockholder is not a natural person, Stockholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, with all requisite power and authority required to conduct its business as presently conducted.

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(b)           Authority.  Stockholder has all requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder.  The execution and delivery by Stockholder of this Agreement and the performance by Stockholder of its obligations hereunder have been duly authorized by all requisite action of Stockholder (to the extent that Stockholder is not a natural person) and no other action on the part of Stockholder or its security holders is necessary to authorize the execution, delivery or performance by Stockholder of this Agreement.

(c)           Valid and Binding Agreement.  This Agreement has been duly executed and delivered by Stockholder and, assuming that this Agreement has been duly authorized, executed and delivered by Parent, constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and (ii) general principles of equity.

(d)           Non-Contravention.  The execution and delivery of this Agreement by Stockholder and the performance by Stockholder of its obligations hereunder does not and will not (i) violate any provision of the Organizational Documents of Stockholder (to the extent that Stockholder is not a natural person), (ii) conflict with or violate any Law or order of any Governmental Authority applicable to Stockholder or its assets or properties, (iii) require any Permit, authorization, consent, approval, exemption or other action by, notice to or filing with, any Person or Governmental Authority (other than filings by Stockholder with the SEC under Sections 13 and 16 of the Exchange Act), (iv) violate, conflict with, result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under any Permit or Contract to which Stockholder is a party or by which any of its properties or assets are bound, or (v) result in the creation or imposition of any Lien on any part of the properties or assets of Stockholder (including the Acquired Shares).

(e)           Ownership of the Company Securities and Acquired Shares.  The Restructuring has been consummated.  As of the date hereof, giving effect to the consummation of the Restructuring, Stockholder is the record and beneficial owner of, and has good and valid title to, the number of shares of capital stock of the Company, and securities convertible into or exercisable or exchangeable for shares of capital stock of the Company set forth on Schedule A hereto (the “Company Securities”), free and clear of all Liens, and has full and unrestricted power to dispose of and vote all of the Company Securities without the consent or approval of, or any other action on the part of, any other Person.  As of the Effective Date, Stockholder will (i) except by reason of a Permitted Transfer or a transfer to a Permitted Transferee in any such case in accordance with Section 6.06, be the record and beneficial owner of the Acquired Shares free and clear of all Liens (other than those arising under this Agreement and as set forth in the Organizational Documents of the applicable Holding Vehicle) set forth on Schedule A (as supplemented in accordance with Section 6.07), (ii) have good and valid title to the Acquired Shares, and (iii) except as set forth on Schedule A (as supplemented in accordance with Section 6.07), and except for restrictions on transfer of securities under applicable securities laws and set forth in the Organizational Documents of the applicable Holding Vehicle, will have full

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and unrestricted power to dispose of and vote all of the Acquired Shares without the consent or approval of, or any other action on the part of, any other Person.  Other than pursuant to this Agreement or any agreement entered into to effect the Restructuring as contemplated by Section 7.2(i) and Schedule F of the Merger Agreement (which agreement shall not be inconsistent herewith), none of the Acquired Shares will be held by Stockholder subject to any proxy, voting agreement, voting trust, power of attorney, consent or other agreement, arrangement or instrument with respect to the voting of such Acquired Shares.  The Company Securities and Acquired Shares set forth next to Stockholder’s name on Schedule A hereto (as supplemented in accordance with Sections 6.06 and 6.07), constitute (1) all of the Company Securities that are owned beneficially or of record by Stockholder as of the date hereof and neither Stockholder nor any of its Affiliates own, beneficially or of record, or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Company Securities and (2) all of the Acquired Shares that will be owned beneficially or of record by Stockholder as of the Effective Date.

(f)            Private Placement.  Stockholder has been advised that the shares of Parent Common Stock to be received by Stockholder at the Effective Time: (i) have not been, and will not at the Effective Time have been, registered under the Securities Act or any state securities laws, (ii) constitute “restricted securities” as defined in Rule 144 and (iii) therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless exemptions from such registration requirements are available.  Stockholder is purchasing Parent Common Stock for its own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act.  Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time.  Stockholder acknowledges and understands the provisions of Section 3.2(e) of the Merger Agreement.

(g)           Accredited Investor Status.  Stockholder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(h)           Non-Versa Members.  As of the date hereof, none of the Non-Versa Members is an Affiliate of Stockholder or a member of “group” (as defined in Section 13(d)(3) of the Exchange Act) with the Stockholder with respect to acquisition or voting of any voting securities of Parent (except to the extent a member of such a group solely as a result of the transactions expressly contemplated by the Merger Agreement, the Restructuring and/or being a holder of an equity interest in Stockholder as contemplated by the Restructuring).

Section 3.02.          Representations and Warranties of Parent.  Parent hereby represents and warrants to Stockholders as follows:

(a)           Organization and Good Standing.  Parent is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, with all requisite power and authority required to conduct its business as presently conducted.

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(b)           Authority.  Parent has all requisite corporate power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder.  The execution and delivery by Parent of this Agreement and the performance by Parent of its obligations hereunder have been duly authorized by all requisite corporate action of Parent and no other action on the part of Parent or its stockholders is necessary to authorize the execution, delivery or performance by Parent of this Agreement.

(c)           Valid and Binding Agreement.  This Agreement has been duly executed and delivered by Parent and, assuming that this Agreement has been duly authorized, executed and delivered by Stockholder, constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and (ii) general principles of equity.

(d)           Non-Contravention.  The execution and delivery of this Agreement by Parent and the performance by Parent of its obligations hereunder does not and will not (i) violate any provision of the Organizational Documents of Parent, (ii) conflict with or violate any Law or order of any Governmental Authority applicable to Parent or its assets or properties, (iii) require any Permit, authorization, consent, approval, exemption or other action by, notice to or filing with any Person or Governmental Authority (other than the filing of a Current Report on Form 8-K with the SEC and as contemplated by the Merger Agreement), (iv) violate, conflict with, result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under, any Permit or Contract to which Parent is a party or by which any of its properties or assets are bound or (v) result in the creation or imposition of any Lien on any part of the properties or assets of Parent.

ARTICLE IV.
VOTING AND SUPPORT

Section 4.01.          Agreement to Vote.  Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any other Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act) beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 4.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), at any meeting (whether annual or special, and at each adjourned or postponed meeting) of Parent’s stockholders, however called, or in any other circumstances (including any action sought by written consent) upon which a vote or other consent or approval is sought (any such meeting or other circumstance, a “Stockholders Meeting”), Stockholder will, during the Voting Term only, (i) appear at each Stockholders Meeting or, at Stockholder’s option, otherwise cause all of its Acquired Shares to be counted as present at each Stockholders Meeting, for

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purposes of calculating a quorum and respond to any other request by Parent for written consent, if any, and (ii) vote, or cause to be voted (including by written consent, if applicable) in person or by proxy, all of the Acquired Shares to the fullest extent that such Acquired Shares are entitled to be voted at the time of any vote or action by written consent as follows:

(a)           For the period beginning on the Closing Date and ending on (and including) the day that is the second anniversary of the Closing Date:

(i)         with respect to the election of directors to the Board of Directors, “for” any and all nominees recommended by the Board of Directors to Parent’s stockholders as set forth in Parent’s definitive proxy statement with respect to such election;

(ii)        with respect to all other matters submitted for a vote of Parent’s stockholders, in accordance with the recommendation of the Board of Directors with respect to such matters; and

(iii)       “for” any proposal to adjourn or postpone any Stockholders Meeting at which any of the foregoing matters are submitted for the consideration of Parent’s stockholders to a later date if there are not sufficient votes for approval of such matters on the date on which the Stockholders Meeting is held to vote “for” the foregoing matters.

(b)           For the period beginning on (and including) the day after the day that is the second anniversary of the Closing Date and ending at the end of the Voting Term:

(i)         with respect to the election of directors to the Board of Directors, “for” any and all nominees recommended by the Board of Directors to Parent’s stockholders as set forth in Parent’s definitive proxy statement with respect to such election;

(ii)        “for” any proposal to adjourn or postpone any Stockholders Meeting at which any of the matters described in Section 4.01(b)(i) above are submitted for the consideration of Parent’s stockholders to a later date if there are not sufficient votes for approval of such matters on the date on which the Stockholders Meeting is held to vote “for” the foregoing matters;

(iii)       with respect to all matters, other than those described in Section 4.01(b)(i) and (ii) above, submitted for a vote of Parent’s stockholders, in a manner that is proportionate to the manner in which all other holders of Parent Common Stock eligible to vote cast their votes (i.e., “for” such matters or “against” such matters, as applicable), and Stockholder shall grant a proxy coupled with an interest to the Chairman of the Board of Directors to vote the Acquired Shares in such manner, which proxy shall expire by its terms at the time at which Stockholder’s relevant obligation to vote expires as set forth in this Section 4.01; and

(iv)       with respect to any proposal to adjourn or postpone any Stockholders Meeting at which any of the matters described in Section 4.01(b)(iii) above

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are submitted for the consideration of Parent’s stockholders to a later date, in a manner that is proportionate to the manner in which all others holders of Parent Common Stock eligible to vote cast their votes with respect to such proposal, and Stockholder shall grant a proxy coupled with an interest to the Chairman of the Board of Directors to vote the Acquired Shares in such manner, which proxy shall expire by its terms at the time at which Stockholder’s relevant obligation to vote expires as set forth in this Section 4.01.

Section 4.02.          Other Actions.  Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any Persons with which any of the foregoing form a “group” (as defined in Section 13d-3 of the Exchange Act), beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 4.02 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder will use its reasonable best efforts to take any actions with respect to the Acquired Shares as follows:

(a)           For the period beginning on the Closing Date and ending on (and including) the day that is the second anniversary of the Closing Date, as recommended by the Board of Directors to all of Parent’s stockholders in any definitive proxy statement, prospectus, offer solicitation or recommendation with respect to any tender offer or exchange offer for one or more classes of securities of Parent, or any other written communication directed to one or more classes of Parent’s stockholders; and

(b)           For the period beginning on (and including) the day after the day that is the second anniversary of the Closing Date and ending at the end of the Voting Term, in a manner that is proportionate to the actions taken by all other holders of Parent Common Stock eligible to take actions with respect to the matters described in this Section 4.02 (e.g., tendering or not tendering shares of Parent Common Stock).

ARTICLE V.
MARKET ACTIVITIES BY THE SHAREHOLDERS

Section 5.01.          Standstill Arrangement.  Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any other Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act), beneficially or of record more than 5% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 5.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder and its Affiliates and their respective (i) directors, officers, managers, and (ii) subject to Section 8.15 hereof, members and equity holders shall not, during

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the Term only, in any manner, directly or indirectly, without the prior written consent of the Qualified Directors:

(a)           acquire or agree to acquire, or publicly offer or propose (with or without conditions) to acquire, directly or indirectly, by purchase or otherwise, any voting securities or any direct or indirect rights or options to acquire any voting securities of Parent or any Subsidiary thereof, or of any successor to or Person in control of Parent;

(b)           make any announcement with respect to, or publicly offer to effect, seek or propose (with or without conditions), any merger, acquisition, consolidation, other business combination, restructuring, recapitalization, tender offer, exchange offer or other extraordinary transaction with or involving Parent or any of its Subsidiaries or any of its or their securities or assets; provided, however, that nothing contained herein shall limit the ability of Stockholder to file or amend its Schedule 13D regarding the Parent Common Stock as required by Law or to make other securities or tax filings as required by Law so long as Stockholder does not enter into any contract, agreement or understanding with respect to Parent’s voting securities (other than this Agreement), or otherwise take any action, in violation of its obligations under Article IV or clauses (a)-(f) of this Section 5.01;

(c)           other than in connection with the designation of the Board Designees by Stockholders’ Representative pursuant to Section 6.12 of the Merger Agreement (i) initiate, propose, induce or attempt to induce any other Person to initiate any stockholder proposal, nominate any person to be elected as a member of the Board of Directors or make any attempt to call a special meeting of stockholders of Parent, (ii) submit any proposal for consideration at, or bring any other business before, any meeting of stockholders of Parent, or request that Parent include any proposals or nominees for election as members of the Board of Directors in any Parent proxy statement, (iii) engage, or in any way participate, directly or indirectly, in any “solicitation” (as such term is defined in Rule 14a-1(l) promulgated by the SEC under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors), seek to advise, encourage or influence any Person with respect to the voting of any Parent securities (except in support of proposals approved by the Board of Directors), or (iv) otherwise communicate with Parent’s stockholders or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act; provided, however, that nothing herein shall limit the ability of Stockholder to vote its voting securities on any matter submitted to a vote of the stockholders of Parent in accordance with the terms of Article IV;

(d)           (i) form, join or in any way participate in a “group” as defined in Section 13(d)(3) of the Exchange Act with any other Person other than an Affiliate of Stockholder with respect to acquisition or voting of any voting securities of Parent, (ii) enter into any negotiation, Contract, or relationship (legal or otherwise) with any third parties, other than an Affiliate of Stockholder, in connection with any of the foregoing or with respect to the acquisition or voting of any voting securities of Parent or (iii) otherwise deposit any voting securities of Parent in any voting trust or subject any voting securities of Parent to any arrangement or agreement with respect to the voting of any voting securities of Parent, except, in the case of clauses (i), (ii) and (iii) above, as expressly set forth in this Agreement;

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(e)           publicly seek or publicly request permission to take any action that would violate any of the foregoing or to amend or waive any provision of this Section 5.01, or make any public announcement with respect to any of the foregoing (except as expressly permitted herein); or

(f)            take, or cause others to take, any actions that would otherwise violate any provision of this Section 5.01.

Section 5.02.          Other Market Activities.  Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act), beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 5.02 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder shall not in any manner, directly or indirectly, nor permit its Affiliates or subject to Section 8.15 hereof, any Person acting on behalf of or pursuant to any understanding with Stockholder or its Affiliates, during the Term only, to engage in any Short Sales, derivatives, participations, swaps or enter into any other arrangements that transfer to another Person, in whole or in part, any of the economic consequences of ownership of the Acquired Shares without transferring record ownership of such Acquired Shares to such Person.

ARTICLE VI.
ADDITIONAL COVENANTS

Section 6.01.          Restrictive Covenants.  The parties hereto acknowledge and agree that Parent is relying on the covenants and agreements set forth in this section, that without such covenants Parent would not enter into the Merger Agreement or consummate the Merger or the other transactions contemplated thereby, and that the Number of Parent Shares Per Holder Stockholder is entitled to receive at the Effective Time are sufficient consideration to make the covenants and agreements set forth herein enforceable.  The terms of this Section 6.01 shall be enforceable against Stockholder.  For purposes of this Article VI, the term “Subsidiaries” shall include the Company and its Subsidiaries.

(a)           [RESERVED]

(b)           [RESERVED]

(c)           [RESERVED]

(d)           Confidentiality.  Stockholder hereby covenants and agrees that, during the Term, Stockholder will, and subject to Section 8.15 hereof, will cause its Affiliates and representatives to, maintain the confidentiality of, and refrain from using or disclosing to any Person, all Confidential Information, except to the extent disclosure is required by Law or in response to any summons or subpoena or in connection with any litigation.  In the event that such party reasonably believes after consultation with counsel that it is required by Law or in

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response to any summons or subpoena or in connection with any litigation to disclose any Confidential Information, such party will (i) provide Parent with prompt notice before such disclosure so that Parent may attempt to obtain a protective order or other assurance that confidential treatment will be accorded to such Confidential Information and (ii) cooperate with Parent in attempting to obtain such order or assurance.

(e)           Non-Disparagement.  Stockholder hereby covenants and agrees that, during the Term, Stockholder will not, and subject to Section 8.15 hereof, will cause its Affiliates not to, directly or indirectly, make any statement or any other expressions (in writing, orally or otherwise) on television, radio, the internet or other media or to any third party, including in communications with any customers, vendors, prospects, employees, sales or leasing representatives or distributors, which are in any way disparaging of Parent or any of its Subsidiaries, or any of their respective Affiliates, or the products and services of the foregoing.

(f)            Blue-Pencil.  If any court of competent jurisdiction shall at any time deem the term of any particular restrictive covenant contained in this Section 6.01 too lengthy or the geographic area covered too extensive, the other provisions of this Section 6.01 shall nevertheless stand, the Term shall be deemed to be the longest period permissible by Law under the circumstances and the geographic area covered shall be deemed to comprise the largest territory permissible by Law under the circumstances.  The court in each case shall reduce the Term and/or geographic area covered to permissible duration or size.

Section 6.02.          Indemnification of Parent Indemnified Parties.

(a)           Stockholder hereby agrees to be bound by the provisions of Article 9 of the Merger Agreement as if Stockholder were a direct party thereto.  For the avoidance of doubt, the obligation of Stockholder to indemnify the Parent Indemnified Parties against, save and hold the Parent Indemnified Parties harmless from and against, and pay on behalf of or reimburse the Parent Indemnified Parties for, any Adverse Consequences pursuant to Article 9 of the Merger Agreement shall be subject to the limitations and procedures expressly set forth in Article 9 of the Merger Agreement.

(b)           Notwithstanding the foregoing, (i) in the event that both Stockholder and, if applicable, any Person which holds the voting equity interests in such Stockholder (a “Holding Vehicle Member”), are parties to Closing Agreements with Parent, the Stockholder shall be the indemnitor of first resort with respect to the claims that may be brought by any Parent Indemnified Parties against any such Persons pursuant to Article 9 of the Merger Agreement, with the obligations of the Stockholder being primary and any obligations of such Holding Vehicle Member being full and unconditional but secondary with respect to such indemnification obligations described in the foregoing sentence, and (ii) in the event that the Applicable Holding Vehicle distributes the shares of Parent Common Stock held by it to such Holding Vehicle Member or dissolves, liquidates, terminates its existence or otherwise ceases to exist, such Holding Vehicle Member shall be obligated to indemnify the Parent Indemnified Parties as to any claim for indemnification under Article 9 of the Merger Agreement in accordance with its Pro Rata Share.

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(c)           The Miscellaneous provisions contained in Article 10 of the Merger Agreement (including Sections 10.9, 10.11, 10.12 and 10.18) shall be binding upon Stockholder with respect to the interpretation, enforceability, performance, termination or validity of Article 9 and any claims for indemnification made thereunder.

Section 6.03.          Matters Relating to Stockholders’ Representative.

(a)           Appointment.  Stockholder hereby irrevocably constitutes and appoints Stockholders’ Representative as the true, exclusive and lawful agent and attorney-in-fact of Stockholder to act in the name, place and stead of Stockholder in connection with the transactions contemplated by the Merger Agreement, the Registration Rights Agreement and this Agreement, in accordance with the terms and provisions of the Merger Agreement and this Agreement, and to act on behalf of Stockholder in any Proceeding involving this Agreement or the Merger Agreement (including any claim for indemnification under Article 9 of the Merger Agreement), to do or refrain from doing all such further acts and things, and to execute all such documents as Stockholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement and the Merger Agreement, including the power:

(i)         to act for Stockholder with regard to matters pertaining to indemnification referred to in the Merger Agreement, including the power to compromise or settle any indemnity claim on behalf of Stockholder and to transact matters of litigation or other Proceedings;

(ii)        to act for Stockholder with respect to tax matters in accordance with Section 6.10 of the Merger Agreement;

(iii)       to act for Stockholder with respect to the designation of Board Designees in accordance with Section 6.12 of the Merger Agreement;

(iv)       to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that Stockholders’ Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement; and

(v)        to do or refrain from doing any further act or deed on behalf of Stockholders that the Stockholders’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of the Merger Agreement as fully and completely as Stockholder could do if personally present;

provided, however, that the Stockholders’ Representative shall not have the right or power to amend, or execute any amendment to, this Agreement or the Registration Rights Agreement on behalf of Stockholder.

(b)           Removal.  The Stockholders’ Representative may be removed or replaced only upon delivery of written notice to Merger Sub by Stockholders holding at least a majority of outstanding shares of capital stock of the Company as of immediately prior to the Effective Time.  Parent, Merger Sub, the Surviving Corporation and any other Person may conclusively

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and absolutely rely, without inquiry, upon any action of Stockholders’ Representative in all matters referred to herein.

(c)           The Stockholders’ Representative will incur no liability to Stockholder with respect to any action taken or suffered by any party in reliance upon any notice, direction, instruction, consent, statement or other document believed by the Stockholders’ Representative to be genuine and to have been signed by the proper Person (and the Stockholders’ Representative shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own gross negligence, bad faith or willful misconduct.

(d)           Stockholder shall severally, pro rata (based on and limited by its relative ownership, as of immediately prior to the consummation of the Restructuring or, if the Restructuring does not occur prior to the occurrence of the Effective Time, as of immediately prior to the Effective Time, of shares of Parent Common Stock issued in the Merger (and any securities convertible into or exercisable or exchangeable for such shares of Parent Common Stock)), and not jointly with each other Stockholder, indemnify and hold harmless the Stockholders’ Representative against any loss, liability or expense incurred by the Stockholders’ Representative (without gross negligence, bad faith or willful misconduct on the part of the Stockholders’ Representative) arising out of or in connection with the acceptance or administration of the Stockholders’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel (or other advisor) retained by the Stockholders’ Representative.

Section 6.04.          Release.  Stockholder, on behalf of itself and its Affiliates, heirs, beneficiaries, family members (whether by blood, adoption or marriage), successors and assigns (collectively, the “Releasing Parties”), hereby forever and unconditionally waives and releases Parent and its current and former Affiliates, officers, directors and agents (collectively, the “Released Parties”), to the fullest extent permitted by Law, from all actions, causes of action, suits, debts, costs, penalties, dues, sums of money, accounts, reckonings, bonds, bills, liabilities, covenants, contracts, controversies, variances, trespasses, damages, judgments, demands, grievances or any other claims of any kind or nature, known or unknown, existing or claimed to exist, fixed or contingent, both at law and in equity (“Causes of Action”), that such Releasing Party now has, has ever had or may hereafter have against the Released Parties arising contemporaneously with or prior to the Effective Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date in connection with, or to the extent relating to, the Company and/or any of its Subsidiaries or Affiliates; provided, however, that nothing contained herein will release any Released Party from any Causes of Action arising under this Agreement, the Merger Agreement or the Transaction Documents or any rights to indemnification or to advancement or reimbursement of expenses to which the current and former directors and officers of the Company or any of its Subsidiaries may be entitled to pursuant to the Merger Agreement, any applicable Contract in effect on the date hereof, applicable Law or arising under the Organizational Documents of the Company or any of its Subsidiaries if, and to the extent, any such rights to indemnification or to advancement or reimbursement of expenses arise out of, or otherwise relate to, actions or claims brought or asserted against such persons after the date of this Agreement.

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Section 6.05.          Waiver of Dissenters’ Rights.  Stockholder hereby waives any rights of dissent or other similar rights that Stockholder may have as a result of, or otherwise in connection with, the Merger or any of the other transactions contemplated by the Merger Agreement.

Section 6.06.          Restrictions on Transfer of Company Securities.  From and after the date of this Agreement until the Effective Date, Stockholder shall not, directly or indirectly, (a) Transfer or offer to Transfer any Company Securities, (b) tender any Company Securities in connection with any tender or exchange offer or otherwise or (c) otherwise restrict the ability of Stockholder to freely exercise all voting rights with respect to the Company Securities.  Any action attempted to be taken in violation of the preceding sentence will be null and void.  Nothing in this Section 6.06 shall limit or preclude Stockholder’s right to Transfer any Company Securities (x) to any Permitted Transferee solely for estate planning or charitable purposes or (y) as contemplated by Section 7.2(i) and Schedule F to the Merger Agreement to effect the Restructuring; provided that, (i) Stockholder provides at least three Business Days advance written notice to Parent of such proposed Transfer (including providing such other information and documentation related to the proposed Permitted Transferee as Parent may reasonably request), (ii) subject to Section 8.15, such Permitted Transferee agrees in a written agreement with Parent (in form and substance satisfactory to Parent, in its reasonable discretion) to hold such Company Securities pursuant to, and to be bound by, the terms and conditions of this Agreement as “Stockholder” hereunder, and to make each of the representations and warranties hereunder in respect of the Company Securities transferred as Stockholder has made hereunder (a “Joinder”), (iii) the Joinder shall be valid and binding in all respects on the Permitted Transferee, and (iv) Stockholder will deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Company Securities; provided, further, that, in the event that any proposed Permitted Transferee does not comply with the obligations imposed hereunder with respect to any Company Securities purported to be transferred to such Person, such transfer shall be deemed null and void ab initio.

Section 6.07.          Restrictions on Transfer of Acquired Shares.  Except as set forth in Article V of this Agreement and under applicable securities Laws, the Transfer of any of the Acquired Shares by any Stockholder shall not be subject to any restrictions; provided, however, Stockholder agrees that, except in the event of a Transfer of any Acquired Shares by Stockholder pursuant to a Public Sale, it shall be a condition precedent to any Transfer or series of related Transfers of Acquired Shares (a) representing 5% or more of the issued and outstanding Parent Common Stock to any Person, (b) following which, the transferee, together with its Affiliates and any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with such transferee, would own beneficially or of record 5% or more of the issued and outstanding shares of Parent Common Stock or (c) to any Affiliate of Stockholder or any of the Other Stockholders or any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with Stockholder or any Other Stockholder or their respective Affiliates, in each case, (i) for such transferee to execute and deliver to Parent a Joinder (with respect to Article IV, Article V and this Section 6.07 only) with respect to such Acquired Shares, (ii) for such Joinder to be valid and binding in all respects on such transferee and (iii) for Stockholder to deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Acquired Shares.  Any purported sale or transfer by any Stockholder or its Affiliates without compliance with the obligation in the preceding sentence shall be null and void ab initio.

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ARTICLE VII.
CERTAIN INDEMNIFICATION OBLIGATIONS

Section 7.01.          Indemnification Obligations.  With respect to any obligation of Parent or any of its Subsidiaries (each, a “Parent Company” and collectively, the “Parent Companies”) to indemnify, defend and/or hold harmless, or advance expenses to, any of the Board Designees for any Adverse Consequences arising out of or with respect to current, future or prior service on the Board of Directors (each, an “Indemnitee”), Parent hereby acknowledges and agrees that (a) such Parent Company is the indemnitor of first resort; (b) the obligations of such Parent Company to each Indemnitee are primary, and any obligations of Stockholder, any Affiliate of Stockholder or any Fund to provide advancement of expenses or indemnification for any Adverse Consequences incurred by an Indemnitee and for which any Parent Company has agreed (or is otherwise obligated) to indemnify Indemnitee (whether under any Organizational Document or any other agreement or document) are secondary, and (c) if Stockholder, or any Affiliate of Stockholder, Fund or other Indemnitee, is obligated to pay, or pays, or causes to be paid for any reason, any expense or Adverse Consequences which any Parent Company is otherwise obligated (whether under any Organizational Document or any other agreement or document) to pay to or on behalf of Indemnitee, then (x) Stockholder, Affiliate of Stockholder, Fund or other Indemnitee, as the case may be, shall be fully subrogated to and otherwise succeed to all rights of Indemnitee with respect to such payment, including with respect to rights to claim such amounts from such Parent Company; and (y) as applicable, Parent shall, or shall cause such other Parent Company to be obligated to, reimburse, indemnify and hold harmless (or cause one or more other Parent Companies to reimburse, indemnify and hold harmless) Stockholder, Affiliate of Stockholder, Fund or other Indemnitee, as the case may be, for all such payments actually made by such entity or person on behalf of or for the benefit of Indemnitee.  For purposes of this Agreement, “Fund” shall mean any investment fund formed or managed by Versa Capital Management, LLC or any of its Affiliates or for which Versa Capital Management, LLC or any of its Affiliates serves as an investment adviser including Stockholder and its parallel funds and alternative vehicles, and any other partnership, limited liability company or other legal entity that is an Affiliate of any of the foregoing which directly or indirectly owns equity securities of Parent or any other Parent Company.

Section 7.02.          Specific Waiver of Subrogation, Contribution, etc.  Parent hereby unconditionally and irrevocably waives, relinquishes and releases, on behalf of itself and each other Parent Company, and covenants and agrees not to exercise, and to cause each Affiliate of any Parent Company not to exercise, any claims or rights that any Parent Company may now have or hereafter acquire against any Indemnitee (in any capacity) that arise from or relate to the existence, payment, performance or enforcement of any of the Parent Companies’ obligations under this Article VII or under any indemnification obligation or obligation to advance expenses to Indemnitee (whether under any Organizational Document or any other agreement or document), including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Indemnitee against any other Indemnitee, whether such claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right.

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ARTICLE VIII.
GENERAL

Section 8.01.          Notices.  Any notice to be given by any party to this Agreement shall be given in writing and may be effected by facsimile, personal delivery, overnight courier, e-mail or sent by certified, United States Mail, postage prepaid, addressed to (a) Parent at the address, e-mail or facsimile number set forth in the Merger Agreement, including to the persons designated therein to receive copies and (b) any Holder at the address, e-mail or facsimile number set forth on the signature page hereto.  The date of service for any notice sent in compliance with the requirements of this Section 8.01 shall be (i) the date such notice is personally delivered, (ii) three days after the date of mailing if sent by certified or registered mail, (iii) one day after date of delivery to the overnight courier if sent by overnight courier or (iv) the next succeeding Business Day after transmission by e-mail or facsimile.

Section 8.02.          No Third Party Beneficiaries.  Except (a) as set forth in Section 6.04 of this Agreement and Article 9 of the Merger Agreement (which Stockholder has agreed to be bound by under Section 6.02 of this Agreement), (b) as to Section 6.03 of this Agreement with respect to the Stockholders’ Representative (who is intended to be an express third party beneficiary of Section 6.03), and (c) as to Article VII of this Agreement, with respect to any Fund, Affiliate of Stockholder or Indemnitee (who are intended to be express third party beneficiaries of Article VII), nothing in this Agreement, express or implied, is intended to or shall confer upon the Person (other than the parties to this Agreement) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 8.03.          Governing Law.  This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another state otherwise to govern this Agreement.

Section 8.04.          Severability.  If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect.

Section 8.05.          Successors and Assigns.  This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  Stockholder may not assign this Agreement or any of its rights or obligations hereunder except as expressly provided for herein.  Parent may not assign its rights or obligations under this Agreement except with the prior written consent of Stockholder, which consent may be given or withheld in such party’s sole discretion; provided, however, that Parent may (i) assign its rights and remedies hereunder as collateral to any bank or other financial institution that has loaned funds or otherwise extended credit to it or any of its Affiliates or (ii) assign its rights under this Agreement to a related or Affiliated entity; provided that, in each case, no such assignment shall relieve the assignor of its liabilities and obligations hereunder.

Section 8.06.          Interpretation.  Interpretation of this Agreement shall be governed by the following rules of construction: (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context

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requires, (ii) references to the terms article, section and schedule are references to the articles, sections and schedules to this Agreement unless otherwise specified, (iii) the word “including” and words of similar import shall mean “including without limitation,” (iv) the word “or” shall not be exclusive, (v) the headings are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, (vi) a reference to any Person includes such Person’s successors and permitted assigns, (vii) any reference to “days” means calendar days unless Business Days are expressly specified and (viii) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 8.07.          Amendments; Waivers.  This Agreement may not be amended without the express written agreement signed by all of the parties to this Agreement.  No provision of this Agreement may be waived without the express written agreement signed by the party making such waiver.  The failure of any party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights.

Section 8.08.          Fees and Expenses.  All matters relating to the responsibility of each of Stockholder and Parent for fees and expenses (including the fees and expenses of financial consultants, investment bankers, accountants and legal counsel) in connection with the entry into of this Agreement and the consummation of the actions contemplated hereby shall be governed by Section 10.18 of the Merger Agreement, and Stockholder hereby acknowledges and agrees to be bound by Section 10.18 of the Merger Agreement.

Section 8.09.          Entire Agreement.  This Agreement (together with the Merger Agreement) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.

Section 8.10.          Remedies Cumulative.  Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at law or in equity.  The exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.

Section 8.11.          Counterparts; Effectiveness.  This Agreement and any amendment hereto may be executed and delivered in two or more identical counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.  Except as set forth in Section 2.01, this Agreement shall become effective and binding upon any Stockholder when executed by Stockholder and Parent.  In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.  No party hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through

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the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

Section 8.12.          Specific Performance.  The parties to this Agreement agree that irreparable damage would occur and that the parties to this Agreement would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case without the necessity of posting bond or other security or showing actual damages, and this being in addition to any other remedy to which they are entitled at law or in equity.

Section 8.13.          Submission to Jurisdiction.  Each of the parties hereto irrevocably agrees that all claims, controversies and disputes of any kind or nature relating in any way to the enforcement or interpretation of this Agreement or to the parties’ dealings, rights or obligations in connection herewith, shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any federal court of the United States located in the State of Delaware, or, if neither the Court of Chancery of the State of Delaware nor any such federal court has jurisdiction, any other state court located in the State of Delaware.  Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the actions contemplated by this Agreement in any court or tribunal other than the aforesaid courts.  Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 8.13, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (a) the suit, action or proceeding in such court is brought in an inconvenient forum, (b) the venue of such suit, action or proceeding is improper or (c) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.  Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.01 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof.  Notwithstanding the foregoing in this Section 8.13, a party may commence any action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Section 8.14.          WAIVER OF JURY TRIAL.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE,

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EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, CONTROVERSY OR OTHER LEGAL ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.14.

Section 8.15.          Non Applicability to Non-Versa Members. Notwithstanding anything to the contrary contained in this Agreement, it is expressly acknowledged and agreed that, so long as any Non-Versa Member is not an Affiliate of Stockholder, (a) such Non-Versa Member shall not be bound by any terms or provisions in this Agreement, whether directly or indirectly as a member of Stockholder, and shall instead solely be governed by the Closing Agreement entered into by and between such Non Kohlberg Member and Parent, and (b) Stockholder shall not be obligated to cause such Non-Versa Member to comply with any provision of this Agreement.

[Remainder of Page Intentionally Left Blank.
Signature Pages Follow.]

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IN WITNESS WHEREOF, each party hereto has caused this Closing Agreement to be duly executed as of the date first written above.

COMPANY:
STANDARD PARKING CORPORATION
By:	/s/ James A. Wilhelm
Name:	James A. Wilhelm
Title:	President and Chief Executive Officer

Signature Page to Closing Agreement

STOCKHOLDER:
VCM STAN-CPC HOLDINGS, LLC
By:	/s/ Paul Halpern
Name:	Paul Halpern
Title:	Authorized Person

Signature Page to Closing Agreement

SCHEDULE A

OWNERSHIP

Name of Stockholder	Company Securities
VCM STAN-CPC Holdings, LLC	195,555 shares of Company Preferred Stock 44,000,000 shares of Company Common Stock

The Acquired Shares held by the Stockholder will be subject to the terms and conditions of a Sponsor Agreement, dated as of the date hereof, by and among the Stockholder, Kohlberg CPC Rep, L.L.C. and 2929 CPC HoldCo, LLC, which imposes restrictions on the transfer of Acquired Shares held by the Stockholder subject to the terms and conditions thereof.

EX-10.5

Exhibit 10.5

CLOSING AGREEMENT

This CLOSING AGREEMENT (this “Agreement”) dated as of October 2, 2012, is by and between Standard Parking Corporation, a Delaware corporation (“Parent”), and the Person executing this Agreement as a “Stockholder” on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, “Stockholder”).

RECITALS:

WHEREAS, pursuant to the Agreement and Plan of Merger (as amended from time to time in accordance with its terms, the “Merger Agreement”), dated as of the date hereof, by and among Parent, KCPC Holdings, Inc., a Delaware corporation (the “Company”), Hermitage Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Kohlberg CPC Rep, L.L.C., in its capacity as Stockholders’ Representative thereunder, among other things, at the Effective Time, Merger Sub will be merged with and into the Company, with the Company surviving the Merger on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”);

WHEREAS, Stockholder owns the number and type of Company Securities (as defined herein) set forth on Schedule A hereto;

WHEREAS, at the Effective Time, Stockholder will be entitled to receive a number of shares of Parent Common Stock equal to the Number of Parent Shares Per Holder for Stockholder (together with (i) any other shares of Parent Common Stock acquired by Stockholder after the date hereof, (ii) any securities convertible into or exercisable or exchangeable for shares of Parent Common Stock held by Stockholder, or (iii) any shares of Parent Common Stock issuable to Stockholder upon conversion, exercise or exchange of the securities described in clause (ii), the “Acquired Shares”);

WHEREAS, Stockholder hereby acknowledges and agrees that it will derive substantial benefit from the consummation of the Merger, and, accordingly, Parent and Stockholder desire to establish in this Agreement certain terms and conditions concerning the corporate governance of Parent and the Acquired Shares and related provisions concerning the relationship of Stockholder with Parent;

WHEREAS, simultaneously with the execution and delivery of this Agreement, Parent has entered into closing agreements in form and substance similar to this Agreement with certain other holders of Company Securities (the “Other Stockholders”) in connection with the Merger Agreement and the Merger (the “Other Closing Agreements”); and

WHEREAS, as a condition and inducement to Parent and Merger Sub entering into and incurring their respective obligations under the Merger Agreement, Parent and Merger Sub require that Stockholder enter into this Agreement and the Other Stockholders enter into the Other Closing Agreements.

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

ARTICLE I.
DEFINITIONS

Section 1.01.Definitions.  Capitalized terms used in this Agreement and not defined herein have the meanings ascribed to such terms in the Merger Agreement.  In addition, the following terms shall have the corresponding meanings for purposes of this Agreement:

“Acquired Shares” has the meaning set forth in the Recitals.

“Agreement” has the meaning set forth in the Preamble.

“beneficial ownership” means, with respect to any securities, having any “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act) or otherwise having any right to exercise voting rights with respect to such securities, and “beneficial owner” means any Person having beneficial ownership of any securities.

“Causes of Action” has the meaning set forth in Section 6.04.

“Company” has the meaning set forth in the Recitals.

“Company Common Stock” means common stock, par value $0.01 per share, of the Company.

“Company Preferred Stock” means preferred stock, par value $0.01 per share, of the Company.

“Company Securities” has the meaning set forth in Section 3.01(e).

“Company Stockholder” means any Person that is a holder of Company Common Stock or Company Preferred Stock as of the date of this Agreement or at any time hereafter and prior to the Effective Time (including any Person that is a holder of Company Options that will exercise this, her or its Company Options prior to the Effective Time and, upon the consummation of the Restructuring, each Holding Vehicle), and such Person’s successors and assigns.

“Contract” means any contract, commitment, purchase order, mortgage, instrument, indenture, sales order, license, lease or other agreement or arrangement, whether written or oral, in any case, which is legally binding.

“Effective Date” has the meaning set forth in Section 2.01.

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“Holding Vehicle” means each holding entity formed or organized by the Company Stockholders after the date hereof to effect the Restructuring.

“Joinder” has the meaning set forth in Section 6.06.

“Merger” has the meaning set forth in the Recitals.

“Merger Agreement” has the meaning set forth in the Recitals.

“Merger Sub” has the meaning set forth in the Recitals.

“Other Closing Agreements” has the meaning set forth in the Recitals.

“Other Stockholders” has the meaning set forth in the Recitals.

“Parent” has the meaning set forth in the Preamble.

“Permitted Transfer” means any Transfer made by Stockholder in accordance with Section 7.2(i) and Schedule F of the Merger Agreement to effect the Restructuring.

“Permitted Transferee” means, with respect to Stockholder, any other Company Stockholder, any immediate family member of Stockholder, any trust, partnership, corporation, limited liability company or other entity of which the beneficiaries or beneficial owners, as the case may be, are Company Stockholders or Permitted Transferees, a trust or other entity for the benefit of any Person that is qualified as a charitable organization under Section 501(c)(3) of the Code, or a family foundation established by or on behalf of one or more of the Company Stockholders for the purpose of making charitable gifts or donations to Persons that are qualified as charitable organizations under Section 501(c)(3) of the Code, in each case, which transferee executes and delivers to Parent a Joinder in accordance with Section 6.06.

“Released Parties” has the meaning set forth in Section 6.04.

“Releasing Parties” has the meaning set forth in Section 6.04.

“Restructuring” means the restructuring of the Target Companies as set forth in Section 7.2(i) and Schedule F of the Merger Agreement.

“Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“Short Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers.

“Stockholder” has the meaning set forth in the Preamble.

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“Term” means the period beginning on the Effective Date and ending on the fourth anniversary of the Effective Date.

“Transfer” means, with respect to any security, directly or indirectly, (i) selling, assigning, transferring, hypothecating, pledging, encumbering, permitting the creation of a Lien upon or otherwise disposing of (including by merger, consolidation or otherwise by operation of law) such security or entering into any Contract with respect thereto or (ii) granting any proxy or entering into any voting agreement, voting trust, power of attorney, consent or other agreement or arrangement with respect to the voting of such security (other than pursuant to this Agreement).

“Voting Term” means the period beginning on the Effective Date and ending on the third anniversary of the Effective Date.

ARTICLE II.
EFFECTIVENESS OF AGREEMENT

Section 2.01.Effective Date.  The parties have executed and delivered this Agreement on the date hereof and the provisions of this Agreement shall be effective upon the execution and delivery of this Agreement by each of the parties hereto; provided that Sections 6.02, and 6.04 of this Agreement shall not be effective (and no party shall have any rights or obligations thereunder) until the occurrence of the Effective Time (the “Effective Date”).  Notwithstanding anything to the contrary contained herein, this Agreement shall terminate upon any termination of the Merger Agreement in accordance with the terms thereof prior to the occurrence of the Effective Time.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

Section 3.01.Representations and Warranties of Stockholder.  Stockholder hereby represents and warrants to Parent as follows:

(a)Organization and Good Standing.  To the extent Stockholder is not a natural person, Stockholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, with all requisite power and authority required to conduct its business as presently conducted.

(b)Authority.  Stockholder has all requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder.  The execution and delivery by Stockholder of this Agreement and the performance by Stockholder of its obligations hereunder have been duly authorized by all requisite action of Stockholder (to the extent that Stockholder is not a natural person) and no other action on the part of Stockholder or its securityholders is necessary to authorize the execution, delivery or performance by Stockholder of this Agreement.

(c)Valid and Binding Agreement.  This Agreement has been duly executed and delivered by Stockholder and, assuming that this Agreement has been duly authorized, executed and delivered by Parent, constitutes the legal, valid and binding obligation of

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Stockholder, enforceable against Stockholder in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and (ii) general principles of equity.

(d)Non-Contravention.  The execution and delivery of this Agreement by Stockholder and the performance by Stockholder of its obligations hereunder does not and will not (i) violate any provision of the Organizational Documents of Stockholder (to the extent that Stockholder is not a natural person), (ii) conflict with or violate any Law or order of any Governmental Authority applicable to Stockholder or its assets or properties, (iii) require any Permit, authorization, consent, approval, exemption or other action by, notice to or filing with, any Person or Governmental Authority (other than filings by Stockholder with the SEC under Sections 13 and 16 of the Exchange Act), (iv) violate, conflict with, result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under any Permit or Contract to which Stockholder is a party or by which any of its properties or assets are bound, or (v) result in the creation or imposition of any Lien on any part of the properties or assets of Stockholder (including the Acquired Shares).

(e)Ownership of the Company Securities and Acquired Shares.  As of the date hereof, Stockholder is the record and beneficial owner of, and has good and valid title to, the number of shares of capital stock of the Company, and securities convertible into or exercisable or exchangeable for shares of capital stock of the Company set forth on Schedule A hereto (the “Company Securities”), free and clear of all Liens, and has full and unrestricted power to dispose of and vote all of the Company Securities without the consent or approval of, or any other action on the part of, any other Person.  As of the Effective Date, Stockholder will (i) except by reason of a Permitted Transfer or a transfer to a Permitted Transferee in any such case in accordance with Section 6.06, be the record and beneficial owner of the Acquired Shares free and clear of all Liens (other than those arising under this Agreement and as set forth in the Organizational Documents of the applicable Holding Vehicle) set forth on Schedule A, (ii) have good and valid title to the Acquired Shares, and (iii) except as set forth on Schedule A, and except for restrictions on transfer of securities under applicable securities laws and set forth in the Organizational Documents of the applicable Holding Vehicle, will have full and unrestricted power to dispose of and vote all of the Acquired Shares without the consent or approval of, or any other action on the part of, any other Person. Other than pursuant to this Agreement or any agreement entered into to effect the Restructuring as contemplated by Section 7.2(i) and Schedule F of the Merger Agreement (which agreement shall not be inconsistent herewith), none of the Acquired Shares will be held by Stockholder subject to any proxy, voting agreement, voting trust, power of attorney, consent or other agreement, arrangement or instrument with respect to the voting of such Acquired Shares.  The Company Securities and Acquired Shares set forth next to Stockholder’s name on Schedule A hereto (as supplemented in accordance with Section 6.06), constitute (1) all of the Company Securities that are owned beneficially or of record by Stockholder as of the date hereof and neither Stockholder nor any of its Affiliates own, beneficially or of record, or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any

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combination of the foregoing) any Company Securities and (2) all of the Acquired Shares that will be owned beneficially or of record by Stockholder as of the Effective Date.

(f)Private Placement.  Stockholder has been advised that the shares of Parent Common Stock to be received by Stockholder at the Effective Time: (i) have not been, and will not at the Effective Time have been, registered under the Securities Act or any state securities laws, (ii) constitute “restricted securities” as defined in Rule 144 and (iii) therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless exemptions from such registration requirements are available. Stockholder is purchasing Parent Common Stock for its own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act.  Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time.  Stockholder acknowledges and understands the provisions of Section 3.2(e) of the Merger Agreement.

(g)Accredited Investor Status.  Stockholder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Section 3.02.Representations and Warranties of Parent.  Parent hereby represents and warrants to Stockholders as follows:

(a)Organization and Good Standing.  Parent is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, with all requisite power and authority required to conduct its business as presently conducted.

(b)Authority.  Parent has all requisite corporate power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder.  The execution and delivery by Parent of this Agreement and the performance by Parent of its obligations hereunder have been duly authorized by all requisite corporate action of Parent and no other action on the part of Parent or its stockholders is necessary to authorize the execution, delivery or performance by Parent of this Agreement.

(c)Valid and Binding Agreement.  This Agreement has been duly executed and delivered by Parent and, assuming that this Agreement has been duly authorized, executed and delivered by Stockholder, constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and (ii) general principles of equity.

(d)Non-Contravention.  The execution and delivery of this Agreement by Parent and the performance by Parent of its obligations hereunder does not and will not (i) violate any provision of the Organizational Documents of Parent, (ii) conflict with or violate any Law or order of any Governmental Authority applicable to Parent or its assets or properties, (iii) require any Permit, authorization, consent, approval, exemption or other action by, notice to

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or filing with any Person or Governmental Authority (other than the filing of a Current Report on Form 8-K with the SEC and as contemplated by the Merger Agreement), (iv) violate, conflict with, result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under, any Permit or Contract to which Parent is a party or by which any of its properties or assets are bound or (v) result in the creation or imposition of any Lien on any part of the properties or assets of Parent.

ARTICLE IV.
[RESERVED]

ARTICLE V.
[RESERVED]

ARTICLE VI.
ADDITIONAL COVENANTS

Section 6.01.[RESERVED]

Section 6.02.Indemnification of Parent Indemnified Parties.

(a)Stockholder hereby agrees to be bound by the provisions of Article 9 of the Merger Agreement as if Stockholder were a direct party thereto.  For the avoidance of doubt, the obligation of Stockholder to indemnify the Parent Indemnified Parties against, save and hold the Parent Indemnified Parties harmless from and against, and pay on behalf of or reimburse the Parent Indemnified Parties for, any Adverse Consequences pursuant to Article 9 of the Merger Agreement shall be subject to the limitations and procedures expressly set forth in Article 9 of the Merger Agreement.

(b)Notwithstanding the foregoing, (i) in the event that both Stockholder and, if applicable, the Holding Vehicle in which such Stockholder holds voting equity interests (the “Applicable Holding Vehicle”), are parties to Closing Agreements with Parent, the Applicable Holding Vehicle shall be the indemnitor of first resort with respect to the claims that may be brought by any Parent Indemnified Parties against such Stockholder pursuant to Article 9 of the Merger Agreement, with the obligations of the Applicable Holding Vehicle being primary and any obligations of such Stockholder being full and unconditional but secondary with respect to such indemnification obligations described in the foregoing sentence, and (ii) in the event that the Applicable Holding Vehicle distributes the shares of Parent Common Stock held by it to such Stockholder or dissolves, liquidates, terminates its existence or otherwise ceases to exist, such Stockholder shall be obligated to indemnify the Parent Indemnified Parties as to any claim for indemnification under Article 9 of the Merger Agreement in accordance with its Pro Rata Share.

(c)The Miscellaneous provisions contained in Article 10 of the Merger Agreement (including Sections 10.9, 10.11, 10.12 and 10.18) shall be binding upon Stockholder with respect to the interpretation, enforceability, performance, termination or validity of Article 9 and any claims for indemnification made thereunder.

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Section 6.03.Matters Relating to Stockholders’ Representative.

(a)Appointment.  Stockholder hereby irrevocably constitutes and appoints Stockholders’ Representative as the true, exclusive and lawful agent and attorney-in-fact of Stockholder to act in the name, place and stead of Stockholder in connection with the transactions contemplated by the Merger Agreement, the Registration Rights Agreement and this Agreement, in accordance with the terms and provisions of the Merger Agreement and this Agreement, and to act on behalf of Stockholder in any Proceeding involving this Agreement or the Merger Agreement (including any claim for indemnification under Article 9 of the Merger Agreement), to do or refrain from doing all such further acts and things, and to execute all such documents as Stockholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement and the Merger Agreement, including the power:

(i)to act for Stockholder with regard to matters pertaining to indemnification referred to in the Merger Agreement, including the power to compromise or settle any indemnity claim on behalf of Stockholder and to transact matters of litigation or other Proceedings;

(ii)to act for Stockholder with respect to tax matters in accordance with Section 6.10 of the Merger Agreement;

(iii)to act for Stockholder with respect to the designation of Board Designees in accordance with Section 6.12 of the Merger Agreement;

(iv)to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that Stockholders’ Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement; and

(v)to do or refrain from doing any further act or deed on behalf of Stockholders that the Stockholders’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of the Merger Agreement as fully and completely as Stockholder could do if personally present;

provided, however, that the Stockholders’ Representative shall not have the right or power to amend, or execute any amendment to, this Agreement or the Registration Rights Agreement on behalf of Stockholder.

(b)Removal.  The Stockholders’ Representative may be removed or replaced only upon delivery of written notice to Merger Sub by Stockholders holding at least a majority of outstanding shares of capital stock of the Company as of immediately prior to the Effective Time.  Parent, Merger Sub, the Surviving Corporation and any other Person may conclusively and absolutely rely, without inquiry, upon any action of Stockholders’ Representative in all matters referred to herein.

(c)The Stockholders’ Representative will incur no liability to Stockholder with respect to any action taken or suffered by any party in reliance upon any notice, direction,

8

instruction, consent, statement or other document believed by the Stockholders’ Representative to be genuine and to have been signed by the proper Person (and the Stockholders’ Representative shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own gross negligence, bad faith or willful misconduct.

(d)Stockholder shall severally, pro rata (based on and limited by its relative ownership, as of immediately prior to the consummation of the Restructuring or, if the Restructuring does not occur prior to the occurrence of the Effective Time, as of immediately prior to the Effective Time, of shares of Parent Common Stock issued in the Merger (and any securities convertible into or exercisable or exchangeable for such shares of Parent Common Stock)), and not jointly with each other Stockholder, indemnify and hold harmless the Stockholders’ Representative against any loss, liability or expense incurred by the Stockholders’ Representative (without gross negligence, bad faith or willful misconduct on the part of the Stockholders’ Representative) arising out of or in connection with the acceptance or administration of the Stockholders’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel (or other advisor) retained by the Stockholders’ Representative.

Section 6.04.Release.  Stockholder, on behalf of itself and its Affiliates, heirs, beneficiaries, family members (whether by blood, adoption or marriage), successors and assigns (collectively, the “Releasing Parties”), hereby forever and unconditionally waives and releases Parent and its current and former Affiliates, officers, directors and agents (collectively, the “Released Parties”), to the fullest extent permitted by Law, from all actions, causes of action, suits, debts, costs, penalties, dues, sums of money, accounts, reckonings, bonds, bills, liabilities, covenants, contracts, controversies, variances, trespasses, damages, judgments, demands, grievances or any other claims of any kind or nature, known or unknown, existing or claimed to exist, fixed or contingent, both at law and in equity (“Causes of Action”), that such Releasing Party now has, has ever had or may hereafter have against the Released Parties arising contemporaneously with or prior to the Effective Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date in connection with, or to the extent relating to, the Company and/or any of its Subsidiaries or Affiliates; provided, however, that nothing contained herein will release any Released Party from (a) any Causes of Action arising under this Agreement, the Merger Agreement or the Transaction Documents or any rights to indemnification or to advancement or reimbursement of expenses to which the current and former directors and officers of the Company or any of its Subsidiaries may be entitled to pursuant to the Merger Agreement, any applicable Contract in effect on the date hereof, applicable Law or arising under the Organizational Documents of the Company or any of its Subsidiaries if, and to the extent, any such rights to indemnification or to advancement or reimbursement of expenses arise out of, or otherwise relate to, actions or claims brought or asserted against such persons after the date of this Agreement, [or] (b) any Causes of Action arising under Contract between Stockholder and any of the Released Parties that is not related to the Merger Agreement and the transactions contemplated thereby [, or (c) any Causes of Action arising in connection with such Stockholder’s employment with any Released Party](1).

(1) NTD: To be inserted for any Stockholder employed by any of the Released Parties.

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Section 6.05.Waiver of Dissenters’ Rights.  Stockholder hereby waives any rights of dissent or other similar rights that Stockholder may have as a result of, or otherwise in connection with, the Merger or any of the other transactions contemplated by the Merger Agreement.

Section 6.06.Restrictions on Transfer of Company Securities.  From and after the date of this Agreement until the Effective Date, Stockholder shall not, directly or indirectly, (a) Transfer or offer to Transfer any Company Securities, (b) tender any Company Securities in connection with any tender or exchange offer or otherwise or (c) otherwise restrict the ability of Stockholder to freely exercise all voting rights with respect to the Company Securities.  Any action attempted to be taken in violation of the preceding sentence will be null and void.  Nothing in this Section 6.06 shall limit or preclude Stockholder’s right to Transfer any Company Securities (x) to any Permitted Transferee solely for estate planning or charitable purposes or (y) as contemplated by Section 7.2(i) and Schedule F to the Merger Agreement to effect the Restructuring; provided that, (i) Stockholder provides at least three Business Days advance written notice to Parent of such proposed Transfer (including providing such other information and documentation related to the proposed Permitted Transferee as Parent may reasonably request), (ii) such Permitted Transferee agrees in a written agreement with Parent (in form and substance satisfactory to Parent, in its reasonable discretion) to hold such Company Securities pursuant to, and to be bound by, the terms and conditions of this Agreement as “Stockholder” hereunder, and to make each of the representations and warranties hereunder in respect of the Company Securities transferred as Stockholder has made hereunder (a “Joinder”), (iii) the Joinder shall be valid and binding in all respects on the Permitted Transferee, and (iv) Stockholder will deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Company Securities; provided, further, that, in the event that any proposed Permitted Transferee does not comply with the obligations imposed hereunder with respect to any Company Securities purported to be transferred to such Person, such transfer shall be deemed null and void ab initio.

Section 6.07.[RESERVED]

ARTICLE VII.
[RESERVED]

ARTICLE VIII.
GENERAL

Section 8.01.Notices.  Any notice to be given by any party to this Agreement shall be given in writing and may be effected by facsimile, personal delivery, overnight courier, e-mail or sent by certified, United States Mail, postage prepaid, addressed to (a) Parent at the address, e-mail or facsimile number set forth in the Merger Agreement, including to the persons designated therein to receive copies and (b) any Holder at the address, e-mail or facsimile number set forth on the signature page hereto.  The date of service for any notice sent in compliance with the requirements of this Section 8.01 shall be (i) the date such notice is personally delivered, (ii) three days after the date of mailing if sent by certified or registered mail, (iii) one day after date of delivery to the overnight courier if sent by overnight courier or (iv) the next succeeding Business Day after transmission by e-mail or facsimile.

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Section 8.02.No Third Party Beneficiaries.  Except (a) as set forth in Section 6.04 of this Agreement and Article 9 of the Merger Agreement (which Stockholder has agreed to be bound by under Section 6.02 of this Agreement), and (b) as to Section 6.03 of this Agreement with respect to the Stockholders’ Representative (who is intended to be an express third party beneficiary of Section 6.03), nothing in this Agreement, express or implied, is intended to or shall confer upon the Person (other than the parties to this Agreement) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 8.03.Governing Law.  This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another state otherwise to govern this Agreement.

Section 8.04.Severability.  If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect.

Section 8.05.Successors and Assigns.  This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  Stockholder may not assign this Agreement or any of its rights or obligations hereunder except as expressly provided for herein.  Parent may not assign its rights or obligations under this Agreement except with the prior written consent of Stockholder, which consent may be given or withheld in such party’s sole discretion; provided, however, that Parent may (i) assign its rights and remedies hereunder as collateral to any bank or other financial institution that has loaned funds or otherwise extended credit to it or any of its affiliates or (ii) assign its rights under this Agreement to a related or Affiliated entity; provided that, in each case, no such assignment shall relieve the assignor of its liabilities and obligations hereunder.

Section 8.06.Interpretation.  Interpretation of this Agreement shall be governed by the following rules of construction: (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires, (ii) references to the terms article, section and schedule are references to the articles, sections and schedules to this Agreement unless otherwise specified, (iii) the word “including” and words of similar import shall mean “including without limitation,” (iv) the word “or” shall not be exclusive, (v) the headings are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, (vi) a reference to any Person includes such Person’s successors and permitted assigns, (vii) any reference to “days” means calendar days unless Business Days are expressly specified and (viii) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 8.07.Amendments; Waivers.  This Agreement may not be amended without the express written agreement signed by all of the parties to this Agreement.  No provision of this Agreement may be waived without the express written agreement signed by the party making such waiver.  The failure of any party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights.

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Section 8.08.Fees and Expenses.  All matters relating to the responsibility of each of Stockholder and Parent for fees and expenses (including the fees and expenses of financial consultants, investment bankers, accountants and legal counsel) in connection with the entry into of this Agreement and the consummation of the actions contemplated hereby shall be governed by Section 10.18 of the Merger Agreement, and Stockholder hereby acknowledges and agrees to be bound by Section 10.18 of the Merger Agreement.

Section 8.09.Entire Agreement.  This Agreement (together with the Merger Agreement) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.

Section 8.10.Remedies Cumulative.  Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at law or in equity.  The exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.

Section 8.11.Counterparts; Effectiveness.  This Agreement and any amendment hereto may be executed and delivered in two or more identical counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.  Except as set forth in Section 2.01, this Agreement shall become effective and binding upon any Stockholder when executed by Stockholder and Parent.  In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.  No party hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

Section 8.12.Specific Performance.  The parties to this Agreement agree that irreparable damage would occur and that the parties to this Agreement would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case without the necessity of posting bond or other security or showing actual damages, and this being in addition to any other remedy to which they are entitled at law or in equity.

Section 8.13.Submission to Jurisdiction.  Each of the parties hereto irrevocably agrees that all claims, controversies and disputes of any kind or nature relating in any way to the enforcement or interpretation of this Agreement or to the parties’ dealings, rights or obligations in connection herewith, shall be brought exclusively in the Court of Chancery of the State of

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Delaware or, if such court shall not have jurisdiction, any federal court of the United States located in the State of Delaware, or, if neither the Court of Chancery of the State of Delaware nor any such federal court has jurisdiction, any other state court located in the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the actions contemplated by this Agreement in any court or tribunal other than the aforesaid courts.  Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 8.13, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (a) the suit, action or proceeding in such court is brought in an inconvenient forum, (b) the venue of such suit, action or proceeding is improper or (c) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.01 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof.  Notwithstanding the foregoing in this Section 8.13, a party may commence any action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Section 8.14.WAIVER OF JURY TRIAL.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, CONTROVERSY OR OTHER LEGAL ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.14.

[Remainder of Page Intentionally Left Blank.
Signature Pages Follow.]

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IN WITNESS WHEREOF, each party hereto has caused this Closing Agreement to be duly executed as of the date first written above.

COMPANY:
STANDARD PARKING CORPORATION
By:	/s/ James A. Wilhelm
Name:	James A. Wilhelm
Title:	President and Chief Executive Officer

Signature Page to Closing Agreement

STOCKHOLDER:
WEST-FSI, LLC
By:	/s/ Rick West
Name:	Rick West
Title:	Managing Member

Signature Page to Closing Agreement

SCHEDULE A

OWNERSHIP

Stockholder	Series A Preferred Stock	Common Stock
West-FSI, LLC	0	100,000

EX-10.6

Exhibit 10.6

CLOSING AGREEMENT

This CLOSING AGREEMENT (this “Agreement”) dated as of October 2, 2012, is by and between Standard Parking Corporation, a Delaware corporation (“Parent”), and the Person executing this Agreement as a “Stockholder” on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, “Stockholder”).

RECITALS:

WHEREAS, pursuant to the Agreement and Plan of Merger (as amended from time to time in accordance with its terms, the “Merger Agreement”), dated as of the date hereof, by and among Parent, KCPC Holdings, Inc., a Delaware corporation (the “Company”), Hermitage Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Kohlberg CPC Rep, L.L.C., in its capacity as Stockholders’ Representative thereunder, among other things, at the Effective Time, Merger Sub will be merged with and into the Company, with the Company surviving the Merger on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”);

WHEREAS, Stockholder owns the number and type of Company Securities (as defined herein) set forth on Schedule A hereto;

WHEREAS, at the Effective Time, Stockholder will be entitled to receive a number of shares of Parent Common Stock equal to the Number of Parent Shares Per Holder for Stockholder (together with (i) any other shares of Parent Common Stock acquired by Stockholder after the date hereof, (ii) any securities convertible into or exercisable or exchangeable for shares of Parent Common Stock held by Stockholder, or (iii) any shares of Parent Common Stock issuable to Stockholder upon conversion, exercise or exchange of the securities described in clause (ii), the “Acquired Shares”);

WHEREAS, Stockholder hereby acknowledges and agrees that it will derive substantial benefit from the consummation of the Merger, and, accordingly, Parent and Stockholder desire to establish in this Agreement certain terms and conditions concerning the corporate governance of Parent and the Acquired Shares and related provisions concerning the relationship of Stockholder with Parent;

WHEREAS, simultaneously with the execution and delivery of this Agreement, Parent has entered into closing agreements in form and substance similar to this Agreement with certain other holders of Company Securities (the “Other Stockholders”) in connection with the Merger Agreement and the Merger (the “Other Closing Agreements”); and

WHEREAS, as a condition and inducement to Parent and Merger Sub entering into and incurring their respective obligations under the Merger Agreement, Parent and Merger Sub require that Stockholder enter into this Agreement and the Other Stockholders enter into the Other Closing Agreements.

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

ARTICLE I.
DEFINITIONS

Section 1.01.Definitions.  Capitalized terms used in this Agreement and not defined herein have the meanings ascribed to such terms in the Merger Agreement.  In addition, the following terms shall have the corresponding meanings for purposes of this Agreement:

“Acquired Shares” has the meaning set forth in the Recitals.

“Agreement” has the meaning set forth in the Preamble.

“beneficial ownership” means, with respect to any securities, having any “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act) or otherwise having any right to exercise voting rights with respect to such securities, and “beneficial owner” means any Person having beneficial ownership of any securities.

“Causes of Action” has the meaning set forth in Section 6.04.

“Company” has the meaning set forth in the Recitals.

“Company Common Stock” means common stock, par value $0.01 per share, of the Company.

“Company Preferred Stock” means preferred stock, par value $0.01 per share, of the Company.

“Company Securities” has the meaning set forth in Section 3.01(e).

“Company Stockholder” means any Person that is a holder of Company Common Stock or Company Preferred Stock as of the date of this Agreement or at any time hereafter and prior to the Effective Time (including any Person that is a holder of Company Options that will exercise this, her or its Company Options prior to the Effective Time and, upon the consummation of the Restructuring, each Holding Vehicle), and such Person’s successors and assigns.

“Contract” means any contract, commitment, purchase order, mortgage, instrument, indenture, sales order, license, lease or other agreement or arrangement, whether written or oral, in any case, which is legally binding.

“Effective Date” has the meaning set forth in Section 2.01.

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“Holding Vehicle” means each holding entity formed or organized by the Company Stockholders after the date hereof to effect the Restructuring.

“Joinder” has the meaning set forth in Section 6.06.

“Merger” has the meaning set forth in the Recitals.

“Merger Agreement” has the meaning set forth in the Recitals.

“Merger Sub” has the meaning set forth in the Recitals.

“Other Closing Agreements” has the meaning set forth in the Recitals.

“Other Stockholders” has the meaning set forth in the Recitals.

“Parent” has the meaning set forth in the Preamble.

“Permitted Transfer” means any Transfer made by Stockholder in accordance with Section 7.2(i) and Schedule F of the Merger Agreement to effect the Restructuring.

“Permitted Transferee” means, with respect to Stockholder, any other Company Stockholder, any immediate family member of Stockholder, any trust, partnership, corporation, limited liability company or other entity of which the beneficiaries or beneficial owners, as the case may be, are Company Stockholders or Permitted Transferees, a trust or other entity for the benefit of any Person that is qualified as a charitable organization under Section 501(c)(3) of the Code, or a family foundation established by or on behalf of one or more of the Company Stockholders for the purpose of making charitable gifts or donations to Persons that are qualified as charitable organizations under Section 501(c)(3) of the Code, in each case, which transferee executes and delivers to Parent a Joinder in accordance with Section 6.06.

“Released Parties” has the meaning set forth in Section 6.04.

“Releasing Parties” has the meaning set forth in Section 6.04.

“Restructuring” means the restructuring of the Target Companies as set forth in Section 7.2(i) and Schedule F of the Merger Agreement.

“Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“Short Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers.

“Stockholder” has the meaning set forth in the Preamble.

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“Term” means the period beginning on the Effective Date and ending on the fourth anniversary of the Effective Date.

“Transfer” means, with respect to any security, directly or indirectly, (i) selling, assigning, transferring, hypothecating, pledging, encumbering, permitting the creation of a Lien upon or otherwise disposing of (including by merger, consolidation or otherwise by operation of law) such security or entering into any Contract with respect thereto or (ii) granting any proxy or entering into any voting agreement, voting trust, power of attorney, consent or other agreement or arrangement with respect to the voting of such security (other than pursuant to this Agreement).

“Voting Term” means the period beginning on the Effective Date and ending on the third anniversary of the Effective Date.

ARTICLE II.
EFFECTIVENESS OF AGREEMENT

Section 2.01.Effective Date.  The parties have executed and delivered this Agreement on the date hereof and the provisions of this Agreement shall be effective upon the execution and delivery of this Agreement by each of the parties hereto; provided that Sections 6.02, and 6.04 of this Agreement shall not be effective (and no party shall have any rights or obligations thereunder) until the occurrence of the Effective Time (the “Effective Date”).  Notwithstanding anything to the contrary contained herein, this Agreement shall terminate upon any termination of the Merger Agreement in accordance with the terms thereof prior to the occurrence of the Effective Time.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

Section 3.01.Representations and Warranties of Stockholder.  Stockholder hereby represents and warrants to Parent as follows:

(a)Organization and Good Standing.  To the extent Stockholder is not a natural person, Stockholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, with all requisite power and authority required to conduct its business as presently conducted.

(b)Authority.  Stockholder has all requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder.  The execution and delivery by Stockholder of this Agreement and the performance by Stockholder of its obligations hereunder have been duly authorized by all requisite action of Stockholder (to the extent that Stockholder is not a natural person) and no other action on the part of Stockholder or its securityholders is necessary to authorize the execution, delivery or performance by Stockholder of this Agreement.

(c)Valid and Binding Agreement.  This Agreement has been duly executed and delivered by Stockholder and, assuming that this Agreement has been duly authorized, executed and delivered by Parent, constitutes the legal, valid and binding obligation of

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Stockholder, enforceable against Stockholder in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and (ii) general principles of equity.

(d)Non-Contravention.  The execution and delivery of this Agreement by Stockholder and the performance by Stockholder of its obligations hereunder does not and will not (i) violate any provision of the Organizational Documents of Stockholder (to the extent that Stockholder is not a natural person), (ii) conflict with or violate any Law or order of any Governmental Authority applicable to Stockholder or its assets or properties, (iii) require any Permit, authorization, consent, approval, exemption or other action by, notice to or filing with, any Person or Governmental Authority (other than filings by Stockholder with the SEC under Sections 13 and 16 of the Exchange Act), (iv) violate, conflict with, result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under any Permit or Contract to which Stockholder is a party or by which any of its properties or assets are bound, or (v) result in the creation or imposition of any Lien on any part of the properties or assets of Stockholder (including the Acquired Shares).

(e)Ownership of the Company Securities and Acquired Shares.  As of the date hereof, Stockholder is the record and beneficial owner of, and has good and valid title to, the number of shares of capital stock of the Company, and securities convertible into or exercisable or exchangeable for shares of capital stock of the Company set forth on Schedule A hereto (the “Company Securities”), free and clear of all Liens, and has full and unrestricted power to dispose of and vote all of the Company Securities without the consent or approval of, or any other action on the part of, any other Person.  As of the Effective Date, Stockholder will (i) except by reason of a Permitted Transfer or a transfer to a Permitted Transferee in any such case in accordance with Section 6.06, be the record and beneficial owner of the Acquired Shares free and clear of all Liens (other than those arising under this Agreement and as set forth in the Organizational Documents of the applicable Holding Vehicle) set forth on Schedule A, (ii) have good and valid title to the Acquired Shares, and (iii) except as set forth on Schedule A, and except for restrictions on transfer of securities under applicable securities laws and set forth in the Organizational Documents of the applicable Holding Vehicle, will have full and unrestricted power to dispose of and vote all of the Acquired Shares without the consent or approval of, or any other action on the part of, any other Person. Other than pursuant to this Agreement or any agreement entered into to effect the Restructuring as contemplated by Section 7.2(i) and Schedule F of the Merger Agreement (which agreement shall not be inconsistent herewith), none of the Acquired Shares will be held by Stockholder subject to any proxy, voting agreement, voting trust, power of attorney, consent or other agreement, arrangement or instrument with respect to the voting of such Acquired Shares.  The Company Securities and Acquired Shares set forth next to Stockholder’s name on Schedule A hereto (as supplemented in accordance with Section 6.06), constitute (1) all of the Company Securities that are owned beneficially or of record by Stockholder as of the date hereof and neither Stockholder nor any of its Affiliates own, beneficially or of record, or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any

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combination of the foregoing) any Company Securities and (2) all of the Acquired Shares that will be owned beneficially or of record by Stockholder as of the Effective Date.

(f)Private Placement.  Stockholder has been advised that the shares of Parent Common Stock to be received by Stockholder at the Effective Time: (i) have not been, and will not at the Effective Time have been, registered under the Securities Act or any state securities laws, (ii) constitute “restricted securities” as defined in Rule 144 and (iii) therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless exemptions from such registration requirements are available. Stockholder is purchasing Parent Common Stock for its own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act.  Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time.  Stockholder acknowledges and understands the provisions of Section 3.2(e) of the Merger Agreement.

(g)Accredited Investor Status.  Stockholder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Section 3.02.Representations and Warranties of Parent.  Parent hereby represents and warrants to Stockholders as follows:

(a)Organization and Good Standing.  Parent is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, with all requisite power and authority required to conduct its business as presently conducted.

(b)Authority.  Parent has all requisite corporate power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder.  The execution and delivery by Parent of this Agreement and the performance by Parent of its obligations hereunder have been duly authorized by all requisite corporate action of Parent and no other action on the part of Parent or its stockholders is necessary to authorize the execution, delivery or performance by Parent of this Agreement.

(c)Valid and Binding Agreement.  This Agreement has been duly executed and delivered by Parent and, assuming that this Agreement has been duly authorized, executed and delivered by Stockholder, constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and (ii) general principles of equity.

(d)Non-Contravention.  The execution and delivery of this Agreement by Parent and the performance by Parent of its obligations hereunder does not and will not (i) violate any provision of the Organizational Documents of Parent, (ii) conflict with or violate any Law or order of any Governmental Authority applicable to Parent or its assets or properties, (iii) require any Permit, authorization, consent, approval, exemption or other action by, notice to

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or filing with any Person or Governmental Authority (other than the filing of a Current Report on Form 8-K with the SEC and as contemplated by the Merger Agreement), (iv) violate, conflict with, result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under, any Permit or Contract to which Parent is a party or by which any of its properties or assets are bound or (v) result in the creation or imposition of any Lien on any part of the properties or assets of Parent.

ARTICLE IV.
[RESERVED]

ARTICLE V.
[RESERVED]

ARTICLE VI.
ADDITIONAL COVENANTS

Section 6.01. [RESERVED]

Section 6.02.Indemnification of Parent Indemnified Parties.

(a)Stockholder hereby agrees to be bound by the provisions of Article 9 of the Merger Agreement as if Stockholder were a direct party thereto.  For the avoidance of doubt, the obligation of Stockholder to indemnify the Parent Indemnified Parties against, save and hold the Parent Indemnified Parties harmless from and against, and pay on behalf of or reimburse the Parent Indemnified Parties for, any Adverse Consequences pursuant to Article 9 of the Merger Agreement shall be subject to the limitations and procedures expressly set forth in Article 9 of the Merger Agreement.

(b)Notwithstanding the foregoing, (i) in the event that both Stockholder and, if applicable, the Holding Vehicle in which such Stockholder holds voting equity interests (the “Applicable Holding Vehicle”), are parties to Closing Agreements with Parent, the Applicable Holding Vehicle shall be the indemnitor of first resort with respect to the claims that may be brought by any Parent Indemnified Parties against such Stockholder pursuant to Article 9 of the Merger Agreement, with the obligations of the Applicable Holding Vehicle being primary and any obligations of such Stockholder being full and unconditional but secondary with respect to such indemnification obligations described in the foregoing sentence, and (ii) in the event that the Applicable Holding Vehicle distributes the shares of Parent Common Stock held by it to such Stockholder or dissolves, liquidates, terminates its existence or otherwise ceases to exist, such Stockholder shall be obligated to indemnify the Parent Indemnified Parties as to any claim for indemnification under Article 9 of the Merger Agreement in accordance with its Pro Rata Share.

(c)The Miscellaneous provisions contained in Article 10 of the Merger Agreement (including Sections 10.9, 10.11, 10.12 and 10.18) shall be binding upon Stockholder with respect to the interpretation, enforceability, performance, termination or validity of Article 9 and any claims for indemnification made thereunder.

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Section 6.03.Matters Relating to Stockholders’ Representative.

(a)Appointment.  Stockholder hereby irrevocably constitutes and appoints Stockholders’ Representative as the true, exclusive and lawful agent and attorney-in-fact of Stockholder to act in the name, place and stead of Stockholder in connection with the transactions contemplated by the Merger Agreement, the Registration Rights Agreement and this Agreement, in accordance with the terms and provisions of the Merger Agreement and this Agreement, and to act on behalf of Stockholder in any Proceeding involving this Agreement or the Merger Agreement (including any claim for indemnification under Article 9 of the Merger Agreement), to do or refrain from doing all such further acts and things, and to execute all such documents as Stockholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement and the Merger Agreement, including the power:

(i)to act for Stockholder with regard to matters pertaining to indemnification referred to in the Merger Agreement, including the power to compromise or settle any indemnity claim on behalf of Stockholder and to transact matters of litigation or other Proceedings;

(ii)to act for Stockholder with respect to tax matters in accordance with Section 6.10 of the Merger Agreement;

(iii)to act for Stockholder with respect to the designation of Board Designees in accordance with Section 6.12 of the Merger Agreement;

(iv)to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that Stockholders’ Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement; and

(v)to do or refrain from doing any further act or deed on behalf of Stockholders that the Stockholders’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of the Merger Agreement as fully and completely as Stockholder could do if personally present;

provided, however, that the Stockholders’ Representative shall not have the right or power to amend, or execute any amendment to, this Agreement or the Registration Rights Agreement on behalf of Stockholder.

(b)Removal.  The Stockholders’ Representative may be removed or replaced only upon delivery of written notice to Merger Sub by Stockholders holding at least a majority of outstanding shares of capital stock of the Company as of immediately prior to the Effective Time.  Parent, Merger Sub, the Surviving Corporation and any other Person may conclusively and absolutely rely, without inquiry, upon any action of Stockholders’ Representative in all matters referred to herein.

(c)The Stockholders’ Representative will incur no liability to Stockholder with respect to any action taken or suffered by any party in reliance upon any notice, direction,

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instruction, consent, statement or other document believed by the Stockholders’ Representative to be genuine and to have been signed by the proper Person (and the Stockholders’ Representative shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own gross negligence, bad faith or willful misconduct.

(d)Stockholder shall severally, pro rata (based on and limited by its relative ownership, as of immediately prior to the consummation of the Restructuring or, if the Restructuring does not occur prior to the occurrence of the Effective Time, as of immediately prior to the Effective Time, of shares of Parent Common Stock issued in the Merger (and any securities convertible into or exercisable or exchangeable for such shares of Parent Common Stock)), and not jointly with each other Stockholder, indemnify and hold harmless the Stockholders’ Representative against any loss, liability or expense incurred by the Stockholders’ Representative (without gross negligence, bad faith or willful misconduct on the part of the Stockholders’ Representative) arising out of or in connection with the acceptance or administration of the Stockholders’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel (or other advisor) retained by the Stockholders’ Representative.

Section 6.04.Release.  Stockholder, on behalf of itself and its Affiliates, heirs, beneficiaries, family members (whether by blood, adoption or marriage), successors and assigns (collectively, the “Releasing Parties”), hereby forever and unconditionally waives and releases Parent and its current and former Affiliates, officers, directors and agents (collectively, the “Released Parties”), to the fullest extent permitted by Law, from all actions, causes of action, suits, debts, costs, penalties, dues, sums of money, accounts, reckonings, bonds, bills, liabilities, covenants, contracts, controversies, variances, trespasses, damages, judgments, demands, grievances or any other claims of any kind or nature, known or unknown, existing or claimed to exist, fixed or contingent, both at law and in equity (“Causes of Action”), that such Releasing Party now has, has ever had or may hereafter have against the Released Parties arising contemporaneously with or prior to the Effective Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date in connection with, or to the extent relating to, the Company and/or any of its Subsidiaries or Affiliates; provided, however, that nothing contained herein will release any Released Party from (a) any Causes of Action arising under this Agreement, the Merger Agreement or the Transaction Documents or any rights to indemnification or to advancement or reimbursement of expenses to which the current and former directors and officers of the Company or any of its Subsidiaries may be entitled to pursuant to the Merger Agreement, any applicable Contract in effect on the date hereof, applicable Law or arising under the Organizational Documents of the Company or any of its Subsidiaries if, and to the extent, any such rights to indemnification or to advancement or reimbursement of expenses arise out of, or otherwise relate to, actions or claims brought or asserted against such persons after the date of this Agreement, or (b) any Causes of Action arising under Contract between Stockholder and any of the Released Parties that is not related to the Merger Agreement and the transactions contemplated thereby.

Section 6.05.Waiver of Dissenters’ Rights.  Stockholder hereby waives any rights of dissent or other similar rights that Stockholder may have as a result of, or otherwise in connection with, the Merger or any of the other transactions contemplated by the Merger Agreement.

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Section 6.06.Restrictions on Transfer of Company Securities.  From and after the date of this Agreement until the Effective Date, Stockholder shall not, directly or indirectly, (a) Transfer or offer to Transfer any Company Securities, (b) tender any Company Securities in connection with any tender or exchange offer or otherwise or (c) otherwise restrict the ability of Stockholder to freely exercise all voting rights with respect to the Company Securities.  Any action attempted to be taken in violation of the preceding sentence will be null and void.  Nothing in this Section 6.06 shall limit or preclude Stockholder’s right to Transfer any Company Securities (x) to any Permitted Transferee solely for estate planning or charitable purposes or (y) as contemplated by Section 7.2(i) and Schedule F to the Merger Agreement to effect the Restructuring; provided that, (i) Stockholder provides at least three Business Days advance written notice to Parent of such proposed Transfer (including providing such other information and documentation related to the proposed Permitted Transferee as Parent may reasonably request), (ii) such Permitted Transferee agrees in a written agreement with Parent (in form and substance satisfactory to Parent, in its reasonable discretion) to hold such Company Securities pursuant to, and to be bound by, the terms and conditions of this Agreement as “Stockholder” hereunder, and to make each of the representations and warranties hereunder in respect of the Company Securities transferred as Stockholder has made hereunder (a “Joinder”), (iii) the Joinder shall be valid and binding in all respects on the Permitted Transferee, and (iv) Stockholder will deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Company Securities; provided, further, that, in the event that any proposed Permitted Transferee does not comply with the obligations imposed hereunder with respect to any Company Securities purported to be transferred to such Person, such transfer shall be deemed null and void ab initio.

Section 6.07. [RESERVED]

ARTICLE VII.
[RESERVED]

ARTICLE VIII.
GENERAL

Section 8.01.Notices.  Any notice to be given by any party to this Agreement shall be given in writing and may be effected by facsimile, personal delivery, overnight courier, e-mail or sent by certified, United States Mail, postage prepaid, addressed to (a) Parent at the address, e-mail or facsimile number set forth in the Merger Agreement, including to the persons designated therein to receive copies and (b) any Holder at the address, e-mail or facsimile number set forth on the signature page hereto.  The date of service for any notice sent in compliance with the requirements of this Section 8.01 shall be (i) the date such notice is personally delivered, (ii) three days after the date of mailing if sent by certified or registered mail, (iii) one day after date of delivery to the overnight courier if sent by overnight courier or (iv) the next succeeding Business Day after transmission by e-mail or facsimile.

Section 8.02.No Third Party Beneficiaries.  Except (a) as set forth in Section 6.04 of this Agreement and Article 9 of the Merger Agreement (which Stockholder has agreed to be bound by under Section 6.02 of this Agreement), and (b) as to Section 6.03 of this Agreement with respect to the Stockholders’ Representative (who is intended to be an express third party

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beneficiary of Section 6.03), nothing in this Agreement, express or implied, is intended to or shall confer upon the Person (other than the parties to this Agreement) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 8.03.Governing Law.  This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another state otherwise to govern this Agreement.

Section 8.04.Severability.  If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect.

Section 8.05.Successors and Assigns.  This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  Stockholder may not assign this Agreement or any of its rights or obligations hereunder except as expressly provided for herein.  Parent may not assign its rights or obligations under this Agreement except with the prior written consent of Stockholder, which consent may be given or withheld in such party’s sole discretion; provided, however, that Parent may (i) assign its rights and remedies hereunder as collateral to any bank or other financial institution that has loaned funds or otherwise extended credit to it or any of its affiliates or (ii) assign its rights under this Agreement to a related or Affiliated entity; provided that, in each case, no such assignment shall relieve the assignor of its liabilities and obligations hereunder.

Section 8.06.Interpretation.  Interpretation of this Agreement shall be governed by the following rules of construction: (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires, (ii) references to the terms article, section and schedule are references to the articles, sections and schedules to this Agreement unless otherwise specified, (iii) the word “including” and words of similar import shall mean “including without limitation,” (iv) the word “or” shall not be exclusive, (v) the headings are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, (vi) a reference to any Person includes such Person’s successors and permitted assigns, (vii) any reference to “days” means calendar days unless Business Days are expressly specified and (viii) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 8.07.Amendments; Waivers.  This Agreement may not be amended without the express written agreement signed by all of the parties to this Agreement.  No provision of this Agreement may be waived without the express written agreement signed by the party making such waiver.  The failure of any party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights.

Section 8.08.Fees and Expenses.  All matters relating to the responsibility of each of Stockholder and Parent for fees and expenses (including the fees and expenses of financial consultants, investment bankers, accountants and legal counsel) in connection with the entry into of this Agreement and the consummation of the actions contemplated hereby shall be governed

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by Section 10.18 of the Merger Agreement, and Stockholder hereby acknowledges and agrees to be bound by Section 10.18 of the Merger Agreement.

Section 8.09.Entire Agreement.  This Agreement (together with the Merger Agreement) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.

Section 8.10.Remedies Cumulative.  Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at law or in equity.  The exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.

Section 8.11.Counterparts; Effectiveness.  This Agreement and any amendment hereto may be executed and delivered in two or more identical counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.  Except as set forth in Section 2.01, this Agreement shall become effective and binding upon any Stockholder when executed by Stockholder and Parent.  In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.  No party hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

Section 8.12.Specific Performance.  The parties to this Agreement agree that irreparable damage would occur and that the parties to this Agreement would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case without the necessity of posting bond or other security or showing actual damages, and this being in addition to any other remedy to which they are entitled at law or in equity.

Section 8.13.Submission to Jurisdiction.  Each of the parties hereto irrevocably agrees that all claims, controversies and disputes of any kind or nature relating in any way to the enforcement or interpretation of this Agreement or to the parties’ dealings, rights or obligations in connection herewith, shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any federal court of the United States located in the State of Delaware, or, if neither the Court of Chancery of the State of Delaware nor any such federal court has jurisdiction, any other state court located in the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or

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proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the actions contemplated by this Agreement in any court or tribunal other than the aforesaid courts.  Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 8.13, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (a) the suit, action or proceeding in such court is brought in an inconvenient forum, (b) the venue of such suit, action or proceeding is improper or (c) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.01 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof.  Notwithstanding the foregoing in this Section 8.13, a party may commence any action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Section 8.14.WAIVER OF JURY TRIAL.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, CONTROVERSY OR OTHER LEGAL ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.14.

[Remainder of Page Intentionally Left Blank.
Signature Pages Follow.]

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IN WITNESS WHEREOF, each party hereto has caused this Closing Agreement to be duly executed as of the date first written above.

COMPANY:
STANDARD PARKING CORPORATION
By:	/s/ James A. Wilhelm
Name:	James A. Wilhelm
Title:	President and Chief Executive Officer

Signature Page to Closing Agreement

STOCKHOLDER:
SAILORSHELL AND CO., for the benefit of Morgan Stanley AIP Global Diversified Fund LP
By:	/s/ Matthew Allen
Name:	Matthew Allen
Title:	Authorized Signatory

Signature Page to Closing Agreement

SCHEDULE A

OWNERSHIP

Unitholder	Series A Preferred Units	Common Units
Sailorshell and Co.	0	4,817,518

EX-10.7

Exhibit 10.7

CLOSING AGREEMENT

This CLOSING AGREEMENT (this “Agreement”) dated as of October 2, 2012, is by and between Standard Parking Corporation, a Delaware corporation (“Parent”), and the Person executing this Agreement as a “Stockholder” on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, “Stockholder”).

RECITALS:

WHEREAS, pursuant to the Agreement and Plan of Merger (as amended from time to time in accordance with its terms, the “Merger Agreement”), dated as of the date hereof, by and among Parent, KCPC Holdings, Inc., a Delaware corporation (the “Company”), Hermitage Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Kohlberg CPC Rep, L.L.C., in its capacity as Stockholders’ Representative thereunder, among other things, at the Effective Time, Merger Sub will be merged with and into the Company, with the Company surviving the Merger on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”);

WHEREAS, Stockholder owns the number and type of Company Securities (as defined herein) set forth on Schedule A hereto;

WHEREAS, at the Effective Time, Stockholder will be entitled to receive a number of shares of Parent Common Stock equal to the Number of Parent Shares Per Holder for Stockholder (together with (i) any other shares of Parent Common Stock acquired by Stockholder after the date hereof, (ii) any securities convertible into or exercisable or exchangeable for shares of Parent Common Stock held by Stockholder, or (iii) any shares of Parent Common Stock issuable to Stockholder upon conversion, exercise or exchange of the securities described in clause (ii), the “Acquired Shares”);

WHEREAS, Stockholder hereby acknowledges and agrees that it will derive substantial benefit from the consummation of the Merger, and, accordingly, Parent and Stockholder desire to establish in this Agreement certain terms and conditions concerning the corporate governance of Parent and the Acquired Shares and related provisions concerning the relationship of Stockholder with Parent;

WHEREAS, simultaneously with the execution and delivery of this Agreement, Parent has entered into closing agreements in form and substance similar to this Agreement with certain other holders of Company Securities (the “Other Stockholders”) in connection with the Merger Agreement and the Merger (the “Other Closing Agreements”); and

WHEREAS, as a condition and inducement to Parent and Merger Sub entering into and incurring their respective obligations under the Merger Agreement, Parent and Merger Sub require that Stockholder enter into this Agreement and the Other Stockholders enter into the Other Closing Agreements.

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

ARTICLE I.
DEFINITIONS

Section 1.01.Definitions.  Capitalized terms used in this Agreement and not defined herein have the meanings ascribed to such terms in the Merger Agreement.  In addition, the following terms shall have the corresponding meanings for purposes of this Agreement:

“Acquired Shares” has the meaning set forth in the Recitals.

“Agreement” has the meaning set forth in the Preamble.

“beneficial ownership” means, with respect to any securities, having any “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act) or otherwise having any right to exercise voting rights with respect to such securities, and “beneficial owner” means any Person having beneficial ownership of any securities.

“Causes of Action” has the meaning set forth in Section 6.04.

“Company” has the meaning set forth in the Recitals.

“Company Common Stock” means common stock, par value $0.01 per share, of the Company.

“Company Preferred Stock” means preferred stock, par value $0.01 per share, of the Company.

“Company Securities” has the meaning set forth in Section 3.01(e).

“Company Stockholder” means any Person that is a holder of Company Common Stock or Company Preferred Stock as of the date of this Agreement or at any time hereafter and prior to the Effective Time (including any Person that is a holder of Company Options that will exercise this, her or its Company Options prior to the Effective Time and, upon the consummation of the Restructuring, each Holding Vehicle), and such Person’s successors and assigns.

“Contract” means any contract, commitment, purchase order, mortgage, instrument, indenture, sales order, license, lease or other agreement or arrangement, whether written or oral, in any case, which is legally binding.

“Effective Date” has the meaning set forth in Section 2.01.

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“Holding Vehicle” means each holding entity formed or organized by the Company Stockholders after the date hereof to effect the Restructuring.

“Joinder” has the meaning set forth in Section 6.06.

“Merger” has the meaning set forth in the Recitals.

“Merger Agreement” has the meaning set forth in the Recitals.

“Merger Sub” has the meaning set forth in the Recitals.

“Other Closing Agreements” has the meaning set forth in the Recitals.

“Other Stockholders” has the meaning set forth in the Recitals.

“Parent” has the meaning set forth in the Preamble.

“Permitted Transfer” means any Transfer made by Stockholder in accordance with Section 7.2(i) and Schedule F of the Merger Agreement to effect the Restructuring.

“Permitted Transferee” means, with respect to Stockholder, any other Company Stockholder, any immediate family member of Stockholder, any trust, partnership, corporation, limited liability company or other entity of which the beneficiaries or beneficial owners, as the case may be, are Company Stockholders or Permitted Transferees, a trust or other entity for the benefit of any Person that is qualified as a charitable organization under Section 501(c)(3) of the Code, or a family foundation established by or on behalf of one or more of the Company Stockholders for the purpose of making charitable gifts or donations to Persons that are qualified as charitable organizations under Section 501(c)(3) of the Code, in each case, which transferee executes and delivers to Parent a Joinder in accordance with Section 6.06.

“Released Parties” has the meaning set forth in Section 6.04.

“Releasing Parties” has the meaning set forth in Section 6.04.

“Restructuring” means the restructuring of the Target Companies as set forth in Section 7.2(i) and Schedule F of the Merger Agreement.

“Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“Short Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers.

“Stockholder” has the meaning set forth in the Preamble.

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“Term” means the period beginning on the Effective Date and ending on the fourth anniversary of the Effective Date.

“Transfer” means, with respect to any security, directly or indirectly, (i) selling, assigning, transferring, hypothecating, pledging, encumbering, permitting the creation of a Lien upon or otherwise disposing of (including by merger, consolidation or otherwise by operation of law) such security or entering into any Contract with respect thereto or (ii) granting any proxy or entering into any voting agreement, voting trust, power of attorney, consent or other agreement or arrangement with respect to the voting of such security (other than pursuant to this Agreement).

“Voting Term” means the period beginning on the Effective Date and ending on the third anniversary of the Effective Date.

ARTICLE II.
EFFECTIVENESS OF AGREEMENT

Section 2.01.Effective Date.  The parties have executed and delivered this Agreement on the date hereof and the provisions of this Agreement shall be effective upon the execution and delivery of this Agreement by each of the parties hereto; provided that Sections 6.02, and 6.04 of this Agreement shall not be effective (and no party shall have any rights or obligations thereunder) until the occurrence of the Effective Time (the “Effective Date”).  Notwithstanding anything to the contrary contained herein, this Agreement shall terminate upon any termination of the Merger Agreement in accordance with the terms thereof prior to the occurrence of the Effective Time.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

Section 3.01.Representations and Warranties of Stockholder.  Stockholder hereby represents and warrants to Parent as follows:

(a)Organization and Good Standing.  To the extent Stockholder is not a natural person, Stockholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, with all requisite power and authority required to conduct its business as presently conducted.

(b)Authority.  Stockholder has all requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder.  The execution and delivery by Stockholder of this Agreement and the performance by Stockholder of its obligations hereunder have been duly authorized by all requisite action of Stockholder (to the extent that Stockholder is not a natural person) and no other action on the part of Stockholder or its securityholders is necessary to authorize the execution, delivery or performance by Stockholder of this Agreement.

(c)Valid and Binding Agreement.  This Agreement has been duly executed and delivered by Stockholder and, assuming that this Agreement has been duly authorized, executed and delivered by Parent, constitutes the legal, valid and binding obligation of

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Stockholder, enforceable against Stockholder in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and (ii) general principles of equity.

(d)Non-Contravention.  The execution and delivery of this Agreement by Stockholder and the performance by Stockholder of its obligations hereunder does not and will not (i) violate any provision of the Organizational Documents of Stockholder (to the extent that Stockholder is not a natural person), (ii) conflict with or violate any Law or order of any Governmental Authority applicable to Stockholder or its assets or properties, (iii) require any Permit, authorization, consent, approval, exemption or other action by, notice to or filing with, any Person or Governmental Authority (other than filings by Stockholder with the SEC under Sections 13 and 16 of the Exchange Act), (iv) violate, conflict with, result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under any Permit or Contract to which Stockholder is a party or by which any of its properties or assets are bound, or (v) result in the creation or imposition of any Lien on any part of the properties or assets of Stockholder (including the Acquired Shares).

(e)Ownership of the Company Securities and Acquired Shares.  As of the date hereof, Stockholder is the record and beneficial owner of, and has good and valid title to, the number of shares of capital stock of the Company, and securities convertible into or exercisable or exchangeable for shares of capital stock of the Company set forth on Schedule A hereto (the “Company Securities”), free and clear of all Liens, and has full and unrestricted power to dispose of and vote all of the Company Securities without the consent or approval of, or any other action on the part of, any other Person.  As of the Effective Date, Stockholder will (i) except by reason of a Permitted Transfer or a transfer to a Permitted Transferee in any such case in accordance with Section 6.06, be the record and beneficial owner of the Acquired Shares free and clear of all Liens (other than those arising under this Agreement and as set forth in the Organizational Documents of the applicable Holding Vehicle) set forth on Schedule A, (ii) have good and valid title to the Acquired Shares, and (iii) except as set forth on Schedule A, and except for restrictions on transfer of securities under applicable securities laws and set forth in the Organizational Documents of the applicable Holding Vehicle, will have full and unrestricted power to dispose of and vote all of the Acquired Shares without the consent or approval of, or any other action on the part of, any other Person. Other than pursuant to this Agreement or any agreement entered into to effect the Restructuring as contemplated by Section 7.2(i) and Schedule F of the Merger Agreement (which agreement shall not be inconsistent herewith), none of the Acquired Shares will be held by Stockholder subject to any proxy, voting agreement, voting trust, power of attorney, consent or other agreement, arrangement or instrument with respect to the voting of such Acquired Shares.  The Company Securities and Acquired Shares set forth next to Stockholder’s name on Schedule A hereto (as supplemented in accordance with Section 6.06), constitute (1) all of the Company Securities that are owned beneficially or of record by Stockholder as of the date hereof and neither Stockholder nor any of its Affiliates own, beneficially or of record, or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any

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combination of the foregoing) any Company Securities and (2) all of the Acquired Shares that will be owned beneficially or of record by Stockholder as of the Effective Date.

(f)Private Placement.  Stockholder has been advised that the shares of Parent Common Stock to be received by Stockholder at the Effective Time: (i) have not been, and will not at the Effective Time have been, registered under the Securities Act or any state securities laws, (ii) constitute “restricted securities” as defined in Rule 144 and (iii) therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless exemptions from such registration requirements are available. Stockholder is purchasing Parent Common Stock for its own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act.  Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time.  Stockholder acknowledges and understands the provisions of Section 3.2(e) of the Merger Agreement.

(g)Accredited Investor Status.  Stockholder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Section 3.02.Representations and Warranties of Parent.  Parent hereby represents and warrants to Stockholders as follows:

(a)Organization and Good Standing.  Parent is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, with all requisite power and authority required to conduct its business as presently conducted.

(b)Authority.  Parent has all requisite corporate power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder.  The execution and delivery by Parent of this Agreement and the performance by Parent of its obligations hereunder have been duly authorized by all requisite corporate action of Parent and no other action on the part of Parent or its stockholders is necessary to authorize the execution, delivery or performance by Parent of this Agreement.

(c)Valid and Binding Agreement.  This Agreement has been duly executed and delivered by Parent and, assuming that this Agreement has been duly authorized, executed and delivered by Stockholder, constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and (ii) general principles of equity.

(d)Non-Contravention.  The execution and delivery of this Agreement by Parent and the performance by Parent of its obligations hereunder does not and will not (i) violate any provision of the Organizational Documents of Parent, (ii) conflict with or violate any Law or order of any Governmental Authority applicable to Parent or its assets or properties, (iii) require any Permit, authorization, consent, approval, exemption or other action by, notice to

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or filing with any Person or Governmental Authority (other than the filing of a Current Report on Form 8-K with the SEC and as contemplated by the Merger Agreement), (iv) violate, conflict with, result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under, any Permit or Contract to which Parent is a party or by which any of its properties or assets are bound or (v) result in the creation or imposition of any Lien on any part of the properties or assets of Parent.

ARTICLE IV.
[RESERVED]

ARTICLE V.
[RESERVED]

ARTICLE VI.
ADDITIONAL COVENANTS

Section 6.01. [RESERVED]

Section 6.02.Indemnification of Parent Indemnified Parties.

(a)Stockholder hereby agrees to be bound by the provisions of Article 9 of the Merger Agreement as if Stockholder were a direct party thereto.  For the avoidance of doubt, the obligation of Stockholder to indemnify the Parent Indemnified Parties against, save and hold the Parent Indemnified Parties harmless from and against, and pay on behalf of or reimburse the Parent Indemnified Parties for, any Adverse Consequences pursuant to Article 9 of the Merger Agreement shall be subject to the limitations and procedures expressly set forth in Article 9 of the Merger Agreement.

(b)Notwithstanding the foregoing, (i) in the event that both Stockholder and, if applicable, the Holding Vehicle in which such Stockholder holds voting equity interests (the “Applicable Holding Vehicle”), are parties to Closing Agreements with Parent, the Applicable Holding Vehicle shall be the indemnitor of first resort with respect to the claims that may be brought by any Parent Indemnified Parties against such Stockholder pursuant to Article 9 of the Merger Agreement, with the obligations of the Applicable Holding Vehicle being primary and any obligations of such Stockholder being full and unconditional but secondary with respect to such indemnification obligations described in the foregoing sentence, and (ii) in the event that the Applicable Holding Vehicle distributes the shares of Parent Common Stock held by it to such Stockholder or dissolves, liquidates, terminates its existence or otherwise ceases to exist, such Stockholder shall be obligated to indemnify the Parent Indemnified Parties as to any claim for indemnification under Article 9 of the Merger Agreement in accordance with its Pro Rata Share.

(c)The Miscellaneous provisions contained in Article 10 of the Merger Agreement (including Sections 10.9, 10.11, 10.12 and 10.18) shall be binding upon Stockholder with respect to the interpretation, enforceability, performance, termination or validity of Article 9 and any claims for indemnification made thereunder.

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Section 6.03.Matters Relating to Stockholders’ Representative.

(a)Appointment.  Stockholder hereby irrevocably constitutes and appoints Stockholders’ Representative as the true, exclusive and lawful agent and attorney-in-fact of Stockholder to act in the name, place and stead of Stockholder in connection with the transactions contemplated by the Merger Agreement, the Registration Rights Agreement and this Agreement, in accordance with the terms and provisions of the Merger Agreement and this Agreement, and to act on behalf of Stockholder in any Proceeding involving this Agreement or the Merger Agreement (including any claim for indemnification under Article 9 of the Merger Agreement), to do or refrain from doing all such further acts and things, and to execute all such documents as Stockholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement and the Merger Agreement, including the power:

(i)to act for Stockholder with regard to matters pertaining to indemnification referred to in the Merger Agreement, including the power to compromise or settle any indemnity claim on behalf of Stockholder and to transact matters of litigation or other Proceedings;

(ii)to act for Stockholder with respect to tax matters in accordance with Section 6.10 of the Merger Agreement;

(iii)to act for Stockholder with respect to the designation of Board Designees in accordance with Section 6.12 of the Merger Agreement;

(iv)to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that Stockholders’ Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement; and

(v)to do or refrain from doing any further act or deed on behalf of Stockholders that the Stockholders’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of the Merger Agreement as fully and completely as Stockholder could do if personally present;

provided, however, that the Stockholders’ Representative shall not have the right or power to amend, or execute any amendment to, this Agreement or the Registration Rights Agreement on behalf of Stockholder.

(b)Removal.  The Stockholders’ Representative may be removed or replaced only upon delivery of written notice to Merger Sub by Stockholders holding at least a majority of outstanding shares of capital stock of the Company as of immediately prior to the Effective Time.  Parent, Merger Sub, the Surviving Corporation and any other Person may conclusively and absolutely rely, without inquiry, upon any action of Stockholders’ Representative in all matters referred to herein.

(c)The Stockholders’ Representative will incur no liability to Stockholder with respect to any action taken or suffered by any party in reliance upon any notice, direction,

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instruction, consent, statement or other document believed by the Stockholders’ Representative to be genuine and to have been signed by the proper Person (and the Stockholders’ Representative shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own gross negligence, bad faith or willful misconduct.

(d)Stockholder shall severally, pro rata (based on and limited by its relative ownership, as of immediately prior to the consummation of the Restructuring or, if the Restructuring does not occur prior to the occurrence of the Effective Time, as of immediately prior to the Effective Time, of shares of Parent Common Stock issued in the Merger (and any securities convertible into or exercisable or exchangeable for such shares of Parent Common Stock)), and not jointly with each other Stockholder, indemnify and hold harmless the Stockholders’ Representative against any loss, liability or expense incurred by the Stockholders’ Representative (without gross negligence, bad faith or willful misconduct on the part of the Stockholders’ Representative) arising out of or in connection with the acceptance or administration of the Stockholders’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel (or other advisor) retained by the Stockholders’ Representative.

Section 6.04.Release.  Stockholder, on behalf of itself and its Affiliates, heirs, beneficiaries, family members (whether by blood, adoption or marriage), successors and assigns (collectively, the “Releasing Parties”), hereby forever and unconditionally waives and releases Parent and its current and former Affiliates, officers, directors and agents (collectively, the “Released Parties”), to the fullest extent permitted by Law, from all actions, causes of action, suits, debts, costs, penalties, dues, sums of money, accounts, reckonings, bonds, bills, liabilities, covenants, contracts, controversies, variances, trespasses, damages, judgments, demands, grievances or any other claims of any kind or nature, known or unknown, existing or claimed to exist, fixed or contingent, both at law and in equity (“Causes of Action”), that such Releasing Party now has, has ever had or may hereafter have against the Released Parties arising contemporaneously with or prior to the Effective Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date in connection with, or to the extent relating to, the Company and/or any of its Subsidiaries or Affiliates; provided, however, that nothing contained herein will release any Released Party from (a) any Causes of Action arising under this Agreement, the Merger Agreement or the Transaction Documents or any rights to indemnification or to advancement or reimbursement of expenses to which the current and former directors and officers of the Company or any of its Subsidiaries may be entitled to pursuant to the Merger Agreement, any applicable Contract in effect on the date hereof, applicable Law or arising under the Organizational Documents of the Company or any of its Subsidiaries if, and to the extent, any such rights to indemnification or to advancement or reimbursement of expenses arise out of, or otherwise relate to, actions or claims brought or asserted against such persons after the date of this Agreement, or (b) any Causes of Action arising under Contract between Stockholder and any of the Released Parties that is not related to the Merger Agreement and the transactions contemplated thereby.

Section 6.05.Waiver of Dissenters’ Rights.  Stockholder hereby waives any rights of dissent or other similar rights that Stockholder may have as a result of, or otherwise in connection with, the Merger or any of the other transactions contemplated by the Merger Agreement.

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Section 6.06.Restrictions on Transfer of Company Securities.  From and after the date of this Agreement until the Effective Date, Stockholder shall not, directly or indirectly, (a) Transfer or offer to Transfer any Company Securities, (b) tender any Company Securities in connection with any tender or exchange offer or otherwise or (c) otherwise restrict the ability of Stockholder to freely exercise all voting rights with respect to the Company Securities.  Any action attempted to be taken in violation of the preceding sentence will be null and void.  Nothing in this Section 6.06 shall limit or preclude Stockholder’s right to Transfer any Company Securities (x) to any Permitted Transferee solely for estate planning or charitable purposes or (y) as contemplated by Section 7.2(i) and Schedule F to the Merger Agreement to effect the Restructuring; provided that, (i) Stockholder provides at least three Business Days advance written notice to Parent of such proposed Transfer (including providing such other information and documentation related to the proposed Permitted Transferee as Parent may reasonably request), (ii) such Permitted Transferee agrees in a written agreement with Parent (in form and substance satisfactory to Parent, in its reasonable discretion) to hold such Company Securities pursuant to, and to be bound by, the terms and conditions of this Agreement as “Stockholder” hereunder, and to make each of the representations and warranties hereunder in respect of the Company Securities transferred as Stockholder has made hereunder (a “Joinder”), (iii) the Joinder shall be valid and binding in all respects on the Permitted Transferee, and (iv) Stockholder will deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Company Securities; provided, further, that, in the event that any proposed Permitted Transferee does not comply with the obligations imposed hereunder with respect to any Company Securities purported to be transferred to such Person, such transfer shall be deemed null and void ab initio.

Section 6.07. [RESERVED]

ARTICLE VII.
[RESERVED]

ARTICLE VIII.
GENERAL

Section 8.01.Notices.  Any notice to be given by any party to this Agreement shall be given in writing and may be effected by facsimile, personal delivery, overnight courier, e-mail or sent by certified, United States Mail, postage prepaid, addressed to (a) Parent at the address, e-mail or facsimile number set forth in the Merger Agreement, including to the persons designated therein to receive copies and (b) any Holder at the address, e-mail or facsimile number set forth on the signature page hereto.  The date of service for any notice sent in compliance with the requirements of this Section 8.01 shall be (i) the date such notice is personally delivered, (ii) three days after the date of mailing if sent by certified or registered mail, (iii) one day after date of delivery to the overnight courier if sent by overnight courier or (iv) the next succeeding Business Day after transmission by e-mail or facsimile.

Section 8.02.No Third Party Beneficiaries.  Except (a) as set forth in Section 6.04 of this Agreement and Article 9 of the Merger Agreement (which Stockholder has agreed to be bound by under Section 6.02 of this Agreement), and (b) as to Section 6.03 of this Agreement with respect to the Stockholders’ Representative (who is intended to be an express third party

10

beneficiary of Section 6.03), nothing in this Agreement, express or implied, is intended to or shall confer upon the Person (other than the parties to this Agreement) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 8.03.Governing Law.  This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another state otherwise to govern this Agreement.

Section 8.04.Severability.  If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect.

Section 8.05.Successors and Assigns.  This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  Stockholder may not assign this Agreement or any of its rights or obligations hereunder except as expressly provided for herein.  Parent may not assign its rights or obligations under this Agreement except with the prior written consent of Stockholder, which consent may be given or withheld in such party’s sole discretion; provided, however, that Parent may (i) assign its rights and remedies hereunder as collateral to any bank or other financial institution that has loaned funds or otherwise extended credit to it or any of its affiliates or (ii) assign its rights under this Agreement to a related or Affiliated entity; provided that, in each case, no such assignment shall relieve the assignor of its liabilities and obligations hereunder.

Section 8.06.Interpretation.  Interpretation of this Agreement shall be governed by the following rules of construction: (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires, (ii) references to the terms article, section and schedule are references to the articles, sections and schedules to this Agreement unless otherwise specified, (iii) the word “including” and words of similar import shall mean “including without limitation,” (iv) the word “or” shall not be exclusive, (v) the headings are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, (vi) a reference to any Person includes such Person’s successors and permitted assigns, (vii) any reference to “days” means calendar days unless Business Days are expressly specified and (viii) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 8.07.Amendments; Waivers.  This Agreement may not be amended without the express written agreement signed by all of the parties to this Agreement.  No provision of this Agreement may be waived without the express written agreement signed by the party making such waiver.  The failure of any party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights.

Section 8.08.Fees and Expenses.  All matters relating to the responsibility of each of Stockholder and Parent for fees and expenses (including the fees and expenses of financial consultants, investment bankers, accountants and legal counsel) in connection with the entry into of this Agreement and the consummation of the actions contemplated hereby shall be governed

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by Section 10.18 of the Merger Agreement, and Stockholder hereby acknowledges and agrees to be bound by Section 10.18 of the Merger Agreement.

Section 8.09.Entire Agreement.  This Agreement (together with the Merger Agreement) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.

Section 8.10.Remedies Cumulative.  Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at law or in equity.  The exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.

Section 8.11.Counterparts; Effectiveness.  This Agreement and any amendment hereto may be executed and delivered in two or more identical counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.  Except as set forth in Section 2.01, this Agreement shall become effective and binding upon any Stockholder when executed by Stockholder and Parent.  In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.  No party hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

Section 8.12.Specific Performance.  The parties to this Agreement agree that irreparable damage would occur and that the parties to this Agreement would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case without the necessity of posting bond or other security or showing actual damages, and this being in addition to any other remedy to which they are entitled at law or in equity.

Section 8.13.Submission to Jurisdiction.  Each of the parties hereto irrevocably agrees that all claims, controversies and disputes of any kind or nature relating in any way to the enforcement or interpretation of this Agreement or to the parties’ dealings, rights or obligations in connection herewith, shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any federal court of the United States located in the State of Delaware, or, if neither the Court of Chancery of the State of Delaware nor any such federal court has jurisdiction, any other state court located in the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or

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proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the actions contemplated by this Agreement in any court or tribunal other than the aforesaid courts.  Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 8.13, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (a) the suit, action or proceeding in such court is brought in an inconvenient forum, (b) the venue of such suit, action or proceeding is improper or (c) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.01 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof.  Notwithstanding the foregoing in this Section 8.13, a party may commence any action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Section 8.14.WAIVER OF JURY TRIAL.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, CONTROVERSY OR OTHER LEGAL ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.14.

[Remainder of Page Intentionally Left Blank.
Signature Pages Follow.]

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IN WITNESS WHEREOF, each party hereto has caused this Closing Agreement to be duly executed as of the date first written above.

COMPANY:
STANDARD PARKING CORPORATION
By:	/s/ James A. Wilhelm
Name:  James A. Wilhelm
Title:  President and Chief Executive Officer

Signature Page to Closing Agreement

STOCKHOLDER:
CP KLAFF EQUITY LLC
By:	/s/ Martha Amesbury
Name:	Martha Amesbury
Title:	Vice President

Signature Page to Closing Agreement

SCHEDULE A

OWNERSHIP

Unitholder	Series A Preferred Stock	Common Stock
CP Klaff Equity LLC	0	2,000,000

EX-10.8

Exhibit 10.8

CLOSING AGREEMENT

This CLOSING AGREEMENT (this “Agreement”) dated as of October 2, 2012, is by and between Standard Parking Corporation, a Delaware corporation (“Parent”), and the Person executing this Agreement as a “Stockholder” on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, “Stockholder”).

RECITALS:

WHEREAS, pursuant to the Agreement and Plan of Merger (as amended from time to time in accordance with its terms, the “Merger Agreement”), dated as of the date hereof, by and among Parent, KCPC Holdings, Inc., a Delaware corporation (the “Company”), Hermitage Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Kohlberg CPC Rep, L.L.C., in its capacity as Stockholders’ Representative thereunder, among other things, at the Effective Time, Merger Sub will be merged with and into the Company, with the Company surviving the Merger on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”);

WHEREAS, Stockholder owns the number and type of Company Securities (as defined herein) set forth on Schedule A hereto;

WHEREAS, at the Effective Time, Stockholder will be entitled to receive a number of shares of Parent Common Stock equal to the Number of Parent Shares Per Holder for Stockholder (together with (i) any other shares of Parent Common Stock acquired by Stockholder after the date hereof, (ii) any securities convertible into or exercisable or exchangeable for shares of Parent Common Stock held by Stockholder, or (iii) any shares of Parent Common Stock issuable to Stockholder upon conversion, exercise or exchange of the securities described in clause (ii), the “Acquired Shares”);

WHEREAS, Stockholder hereby acknowledges and agrees that it will derive substantial benefit from the consummation of the Merger, and, accordingly, Parent and Stockholder desire to establish in this Agreement certain terms and conditions concerning the corporate governance of Parent and the Acquired Shares and related provisions concerning the relationship of Stockholder with Parent;

WHEREAS, simultaneously with the execution and delivery of this Agreement, Parent has entered into closing agreements in form and substance similar to this Agreement with certain other holders of Company Securities (the “Other Stockholders”) in connection with the Merger Agreement and the Merger (the “Other Closing Agreements”); and

WHEREAS, as a condition and inducement to Parent and Merger Sub entering into and incurring their respective obligations under the Merger Agreement, Parent and Merger Sub require that Stockholder enter into this Agreement and the Other Stockholders enter into the Other Closing Agreements.

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

ARTICLE I.
DEFINITIONS

Section 1.01.Definitions.  Capitalized terms used in this Agreement and not defined herein have the meanings ascribed to such terms in the Merger Agreement.  In addition, the following terms shall have the corresponding meanings for purposes of this Agreement:

“Acquired Shares” has the meaning set forth in the Recitals.

“Agreement” has the meaning set forth in the Preamble.

“beneficial ownership” means, with respect to any securities, having any “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act) or otherwise having any right to exercise voting rights with respect to such securities, and “beneficial owner” means any Person having beneficial ownership of any securities.

“Causes of Action” has the meaning set forth in Section 6.04.

“Company” has the meaning set forth in the Recitals.

“Company Common Stock” means common stock, par value $0.01 per share, of the Company.

“Company Preferred Stock” means preferred stock, par value $0.01 per share, of the Company.

“Company Securities” has the meaning set forth in Section 3.01(e).

“Company Stockholder” means any Person that is a holder of Company Common Stock or Company Preferred Stock as of the date of this Agreement or at any time hereafter and prior to the Effective Time (including any Person that is a holder of Company Options that will exercise this, her or its Company Options prior to the Effective Time and, upon the consummation of the Restructuring, each Holding Vehicle), and such Person’s successors and assigns.

“Contract” means any contract, commitment, purchase order, mortgage, instrument, indenture, sales order, license, lease or other agreement or arrangement, whether written or oral, in any case, which is legally binding.

“Effective Date” has the meaning set forth in Section 2.01.

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“Holding Vehicle” means each holding entity formed or organized by the Company Stockholders after the date hereof to effect the Restructuring.

“Joinder” has the meaning set forth in Section 6.06.

“Merger” has the meaning set forth in the Recitals.

“Merger Agreement” has the meaning set forth in the Recitals.

“Merger Sub” has the meaning set forth in the Recitals.

“Other Closing Agreements” has the meaning set forth in the Recitals.

“Other Stockholders” has the meaning set forth in the Recitals.

“Parent” has the meaning set forth in the Preamble.

“Permitted Transfer” means any Transfer made by Stockholder in accordance with Section 7.2(i) and Schedule F of the Merger Agreement to effect the Restructuring.

“Permitted Transferee” means, with respect to Stockholder, any other Company Stockholder, any immediate family member of Stockholder, any trust, partnership, corporation, limited liability company or other entity of which the beneficiaries or beneficial owners, as the case may be, are Company Stockholders or Permitted Transferees, a trust or other entity for the benefit of any Person that is qualified as a charitable organization under Section 501(c)(3) of the Code, or a family foundation established by or on behalf of one or more of the Company Stockholders for the purpose of making charitable gifts or donations to Persons that are qualified as charitable organizations under Section 501(c)(3) of the Code, in each case, which transferee executes and delivers to Parent a Joinder in accordance with Section 6.06.

“Released Parties” has the meaning set forth in Section 6.04.

“Releasing Parties” has the meaning set forth in Section 6.04.

“Restructuring” means the restructuring of the Target Companies as set forth in Section 7.2(i) and Schedule F of the Merger Agreement.

“Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“Short Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers.

“Stockholder” has the meaning set forth in the Preamble.

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“Term” means the period beginning on the Effective Date and ending on the fourth anniversary of the Effective Date.

“Transfer” means, with respect to any security, directly or indirectly, (i) selling, assigning, transferring, hypothecating, pledging, encumbering, permitting the creation of a Lien upon or otherwise disposing of (including by merger, consolidation or otherwise by operation of law) such security or entering into any Contract with respect thereto or (ii) granting any proxy or entering into any voting agreement, voting trust, power of attorney, consent or other agreement or arrangement with respect to the voting of such security (other than pursuant to this Agreement).

“Voting Term” means the period beginning on the Effective Date and ending on the third anniversary of the Effective Date.

ARTICLE II.
EFFECTIVENESS OF AGREEMENT

Section 2.01.Effective Date.  The parties have executed and delivered this Agreement on the date hereof and the provisions of this Agreement shall be effective upon the execution and delivery of this Agreement by each of the parties hereto; provided that Sections 6.02, and 6.04 of this Agreement shall not be effective (and no party shall have any rights or obligations thereunder) until the occurrence of the Effective Time (the “Effective Date”).  Notwithstanding anything to the contrary contained herein, this Agreement shall terminate upon any termination of the Merger Agreement in accordance with the terms thereof prior to the occurrence of the Effective Time.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

Section 3.01.Representations and Warranties of Stockholder.  Stockholder hereby represents and warrants to Parent as follows:

(a)Organization and Good Standing.  To the extent Stockholder is not a natural person, Stockholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, with all requisite power and authority required to conduct its business as presently conducted.

(b)Authority.  Stockholder has all requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder.  The execution and delivery by Stockholder of this Agreement and the performance by Stockholder of its obligations hereunder have been duly authorized by all requisite action of Stockholder (to the extent that Stockholder is not a natural person) and no other action on the part of Stockholder or its securityholders is necessary to authorize the execution, delivery or performance by Stockholder of this Agreement.

(c)Valid and Binding Agreement.  This Agreement has been duly executed and delivered by Stockholder and, assuming that this Agreement has been duly authorized, executed and delivered by Parent, constitutes the legal, valid and binding obligation of

4

Stockholder, enforceable against Stockholder in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and (ii) general principles of equity.

(d)Non-Contravention.  The execution and delivery of this Agreement by Stockholder and the performance by Stockholder of its obligations hereunder does not and will not (i) violate any provision of the Organizational Documents of Stockholder (to the extent that Stockholder is not a natural person), (ii) conflict with or violate any Law or order of any Governmental Authority applicable to Stockholder or its assets or properties, (iii) require any Permit, authorization, consent, approval, exemption or other action by, notice to or filing with, any Person or Governmental Authority (other than filings by Stockholder with the SEC under Sections 13 and 16 of the Exchange Act), (iv) violate, conflict with, result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under any Permit or Contract to which Stockholder is a party or by which any of its properties or assets are bound, or (v) result in the creation or imposition of any Lien on any part of the properties or assets of Stockholder (including the Acquired Shares).

(e)Ownership of the Company Securities and Acquired Shares.  As of the date hereof, Stockholder is the record and beneficial owner of, and has good and valid title to, the number of shares of capital stock of the Company, and securities convertible into or exercisable or exchangeable for shares of capital stock of the Company set forth on Schedule A hereto (the “Company Securities”), free and clear of all Liens, and has full and unrestricted power to dispose of and vote all of the Company Securities without the consent or approval of, or any other action on the part of, any other Person.  As of the Effective Date, Stockholder will (i) except by reason of a Permitted Transfer or a transfer to a Permitted Transferee in any such case in accordance with Section 6.06, be the record and beneficial owner of the Acquired Shares free and clear of all Liens (other than those arising under this Agreement and as set forth in the Organizational Documents of the applicable Holding Vehicle) set forth on Schedule A, (ii) have good and valid title to the Acquired Shares, and (iii) except as set forth on Schedule A, and except for restrictions on transfer of securities under applicable securities laws and set forth in the Organizational Documents of the applicable Holding Vehicle, will have full and unrestricted power to dispose of and vote all of the Acquired Shares without the consent or approval of, or any other action on the part of, any other Person. Other than pursuant to this Agreement or any agreement entered into to effect the Restructuring as contemplated by Section 7.2(i) and Schedule F of the Merger Agreement (which agreement shall not be inconsistent herewith), none of the Acquired Shares will be held by Stockholder subject to any proxy, voting agreement, voting trust, power of attorney, consent or other agreement, arrangement or instrument with respect to the voting of such Acquired Shares.  The Company Securities and Acquired Shares set forth next to Stockholder’s name on Schedule A hereto (as supplemented in accordance with Section 6.06), constitute (1) all of the Company Securities that are owned beneficially or of record by Stockholder as of the date hereof and neither Stockholder nor any of its Affiliates own, beneficially or of record, or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any

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combination of the foregoing) any Company Securities and (2) all of the Acquired Shares that will be owned beneficially or of record by Stockholder as of the Effective Date.

(f)Private Placement.  Stockholder has been advised that the shares of Parent Common Stock to be received by Stockholder at the Effective Time: (i) have not been, and will not at the Effective Time have been, registered under the Securities Act or any state securities laws, (ii) constitute “restricted securities” as defined in Rule 144 and (iii) therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless exemptions from such registration requirements are available. Stockholder is purchasing Parent Common Stock for its own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act.  Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time.  Stockholder acknowledges and understands the provisions of Section 3.2(e) of the Merger Agreement.

(g)Accredited Investor Status.  Stockholder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Section 3.02.Representations and Warranties of Parent.  Parent hereby represents and warrants to Stockholders as follows:

(a)Organization and Good Standing.  Parent is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, with all requisite power and authority required to conduct its business as presently conducted.

(b)Authority.  Parent has all requisite corporate power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder.  The execution and delivery by Parent of this Agreement and the performance by Parent of its obligations hereunder have been duly authorized by all requisite corporate action of Parent and no other action on the part of Parent or its stockholders is necessary to authorize the execution, delivery or performance by Parent of this Agreement.

(c)Valid and Binding Agreement.  This Agreement has been duly executed and delivered by Parent and, assuming that this Agreement has been duly authorized, executed and delivered by Stockholder, constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and (ii) general principles of equity.

(d)Non-Contravention.  The execution and delivery of this Agreement by Parent and the performance by Parent of its obligations hereunder does not and will not (i) violate any provision of the Organizational Documents of Parent, (ii) conflict with or violate any Law or order of any Governmental Authority applicable to Parent or its assets or properties, (iii) require any Permit, authorization, consent, approval, exemption or other action by, notice to

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or filing with any Person or Governmental Authority (other than the filing of a Current Report on Form 8-K with the SEC and as contemplated by the Merger Agreement), (iv) violate, conflict with, result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under, any Permit or Contract to which Parent is a party or by which any of its properties or assets are bound or (v) result in the creation or imposition of any Lien on any part of the properties or assets of Parent.

ARTICLE IV.
[RESERVED]

ARTICLE V.
[RESERVED]

ARTICLE VI.
ADDITIONAL COVENANTS

Section 6.01.[RESERVED]

Section 6.02.Indemnification of Parent Indemnified Parties.

(a)Stockholder hereby agrees to be bound by the provisions of Article 9 of the Merger Agreement as if Stockholder were a direct party thereto.  For the avoidance of doubt, the obligation of Stockholder to indemnify the Parent Indemnified Parties against, save and hold the Parent Indemnified Parties harmless from and against, and pay on behalf of or reimburse the Parent Indemnified Parties for, any Adverse Consequences pursuant to Article 9 of the Merger Agreement shall be subject to the limitations and procedures expressly set forth in Article 9 of the Merger Agreement.

(b)Notwithstanding the foregoing, (i) in the event that both Stockholder and, if applicable, the Holding Vehicle in which such Stockholder holds voting equity interests (the “Applicable Holding Vehicle”), are parties to Closing Agreements with Parent, the Applicable Holding Vehicle shall be the indemnitor of first resort with respect to the claims that may be brought by any Parent Indemnified Parties against such Stockholder pursuant to Article 9 of the Merger Agreement, with the obligations of the Applicable Holding Vehicle being primary and any obligations of such Stockholder being full and unconditional but secondary with respect to such indemnification obligations described in the foregoing sentence, and (ii) in the event that the Applicable Holding Vehicle distributes the shares of Parent Common Stock held by it to such Stockholder or dissolves, liquidates, terminates its existence or otherwise ceases to exist, such Stockholder shall be obligated to indemnify the Parent Indemnified Parties as to any claim for indemnification under Article 9 of the Merger Agreement in accordance with its Pro Rata Share.

(c)The Miscellaneous provisions contained in Article 10 of the Merger Agreement (including Sections 10.9, 10.11, 10.12 and 10.18) shall be binding upon Stockholder with respect to the interpretation, enforceability, performance, termination or validity of Article 9 and any claims for indemnification made thereunder.

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Section 6.03.Matters Relating to Stockholders’ Representative.

(a)Appointment.  Stockholder hereby irrevocably constitutes and appoints Stockholders’ Representative as the true, exclusive and lawful agent and attorney-in-fact of Stockholder to act in the name, place and stead of Stockholder in connection with the transactions contemplated by the Merger Agreement, the Registration Rights Agreement and this Agreement, in accordance with the terms and provisions of the Merger Agreement and this Agreement, and to act on behalf of Stockholder in any Proceeding involving this Agreement or the Merger Agreement (including any claim for indemnification under Article 9 of the Merger Agreement), to do or refrain from doing all such further acts and things, and to execute all such documents as Stockholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement and the Merger Agreement, including the power:

(i)to act for Stockholder with regard to matters pertaining to indemnification referred to in the Merger Agreement, including the power to compromise or settle any indemnity claim on behalf of Stockholder and to transact matters of litigation or other Proceedings;

(ii)to act for Stockholder with respect to tax matters in accordance with Section 6.10 of the Merger Agreement;

(iii)to act for Stockholder with respect to the designation of Board Designees in accordance with Section 6.12 of the Merger Agreement;

(iv)to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that Stockholders’ Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement; and

(v)to do or refrain from doing any further act or deed on behalf of Stockholders that the Stockholders’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of the Merger Agreement as fully and completely as Stockholder could do if personally present;

provided, however, that the Stockholders’ Representative shall not have the right or power to amend, or execute any amendment to, this Agreement or the Registration Rights Agreement on behalf of Stockholder.

(b)Removal.  The Stockholders’ Representative may be removed or replaced only upon delivery of written notice to Merger Sub by Stockholders holding at least a majority of outstanding shares of capital stock of the Company as of immediately prior to the Effective Time.  Parent, Merger Sub, the Surviving Corporation and any other Person may conclusively and absolutely rely, without inquiry, upon any action of Stockholders’ Representative in all matters referred to herein.

(c)The Stockholders’ Representative will incur no liability to Stockholder with respect to any action taken or suffered by any party in reliance upon any notice, direction,

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instruction, consent, statement or other document believed by the Stockholders’ Representative to be genuine and to have been signed by the proper Person (and the Stockholders’ Representative shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own gross negligence, bad faith or willful misconduct.

(d)Stockholder shall severally, pro rata (based on and limited by its relative ownership, as of immediately prior to the consummation of the Restructuring or, if the Restructuring does not occur prior to the occurrence of the Effective Time, as of immediately prior to the Effective Time, of shares of Parent Common Stock issued in the Merger (and any securities convertible into or exercisable or exchangeable for such shares of Parent Common Stock)), and not jointly with each other Stockholder, indemnify and hold harmless the Stockholders’ Representative against any loss, liability or expense incurred by the Stockholders’ Representative (without gross negligence, bad faith or willful misconduct on the part of the Stockholders’ Representative) arising out of or in connection with the acceptance or administration of the Stockholders’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel (or other advisor) retained by the Stockholders’ Representative.

Section 6.04.Release.  Stockholder, on behalf of itself and its Affiliates, heirs, beneficiaries, family members (whether by blood, adoption or marriage), successors and assigns (collectively, the “Releasing Parties”), hereby forever and unconditionally waives and releases Parent and its current and former Affiliates, officers, directors and agents (collectively, the “Released Parties”), to the fullest extent permitted by Law, from all actions, causes of action, suits, debts, costs, penalties, dues, sums of money, accounts, reckonings, bonds, bills, liabilities, covenants, contracts, controversies, variances, trespasses, damages, judgments, demands, grievances or any other claims of any kind or nature, known or unknown, existing or claimed to exist, fixed or contingent, both at law and in equity (“Causes of Action”), that such Releasing Party now has, has ever had or may hereafter have against the Released Parties arising contemporaneously with or prior to the Effective Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date in connection with, or to the extent relating to, the Company and/or any of its Subsidiaries or Affiliates; provided, however, that nothing contained herein will release any Released Party from (a) any Causes of Action arising under this Agreement, the Merger Agreement or the Transaction Documents or any rights to indemnification or to advancement or reimbursement of expenses to which the current and former directors and officers of the Company or any of its Subsidiaries may be entitled to pursuant to the Merger Agreement, any applicable Contract in effect on the date hereof, applicable Law or arising under the Organizational Documents of the Company or any of its Subsidiaries if, and to the extent, any such rights to indemnification or to advancement or reimbursement of expenses arise out of, or otherwise relate to, actions or claims brought or asserted against such persons after the date of this Agreement, or (b) any Causes of Action arising under Contract between Stockholder and any of the Released Parties that is not related to the Merger Agreement and the transactions contemplated thereby.

Section 6.05.Waiver of Dissenters’ Rights.  Stockholder hereby waives any rights of dissent or other similar rights that Stockholder may have as a result of, or otherwise in connection with, the Merger or any of the other transactions contemplated by the Merger Agreement.

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Section 6.06.Restrictions on Transfer of Company Securities.  From and after the date of this Agreement until the Effective Date, Stockholder shall not, directly or indirectly, (a) Transfer or offer to Transfer any Company Securities, (b) tender any Company Securities in connection with any tender or exchange offer or otherwise or (c) otherwise restrict the ability of Stockholder to freely exercise all voting rights with respect to the Company Securities.  Any action attempted to be taken in violation of the preceding sentence will be null and void.  Nothing in this Section 6.06 shall limit or preclude Stockholder’s right to Transfer any Company Securities (x) to any Permitted Transferee solely for estate planning or charitable purposes or (y) as contemplated by Section 7.2(i) and Schedule F to the Merger Agreement to effect the Restructuring; provided that, (i) Stockholder provides at least three Business Days advance written notice to Parent of such proposed Transfer (including providing such other information and documentation related to the proposed Permitted Transferee as Parent may reasonably request), (ii) such Permitted Transferee agrees in a written agreement with Parent (in form and substance satisfactory to Parent, in its reasonable discretion) to hold such Company Securities pursuant to, and to be bound by, the terms and conditions of this Agreement as “Stockholder” hereunder, and to make each of the representations and warranties hereunder in respect of the Company Securities transferred as Stockholder has made hereunder (a “Joinder”), (iii) the Joinder shall be valid and binding in all respects on the Permitted Transferee, and (iv) Stockholder will deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Company Securities; provided, further, that, in the event that any proposed Permitted Transferee does not comply with the obligations imposed hereunder with respect to any Company Securities purported to be transferred to such Person, such transfer shall be deemed null and void ab initio.

Section 6.07. [RESERVED]

ARTICLE VII.
[RESERVED]

ARTICLE VIII.
GENERAL

Section 8.01.Notices.  Any notice to be given by any party to this Agreement shall be given in writing and may be effected by facsimile, personal delivery, overnight courier, e-mail or sent by certified, United States Mail, postage prepaid, addressed to (a) Parent at the address, e-mail or facsimile number set forth in the Merger Agreement, including to the persons designated therein to receive copies and (b) any Holder at the address, e-mail or facsimile number set forth on the signature page hereto.  The date of service for any notice sent in compliance with the requirements of this Section 8.01 shall be (i) the date such notice is personally delivered, (ii) three days after the date of mailing if sent by certified or registered mail, (iii) one day after date of delivery to the overnight courier if sent by overnight courier or (iv) the next succeeding Business Day after transmission by e-mail or facsimile.

Section 8.02.No Third Party Beneficiaries.  Except (a) as set forth in Section 6.04 of this Agreement and Article 9 of the Merger Agreement (which Stockholder has agreed to be bound by under Section 6.02 of this Agreement), and (b) as to Section 6.03 of this Agreement with respect to the Stockholders’ Representative (who is intended to be an express third party

10

beneficiary of Section 6.03), nothing in this Agreement, express or implied, is intended to or shall confer upon the Person (other than the parties to this Agreement) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 8.03.Governing Law.  This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another state otherwise to govern this Agreement.

Section 8.04.Severability.  If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect.

Section 8.05.Successors and Assigns.  This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  Stockholder may not assign this Agreement or any of its rights or obligations hereunder except as expressly provided for herein.  Parent may not assign its rights or obligations under this Agreement except with the prior written consent of Stockholder, which consent may be given or withheld in such party’s sole discretion; provided, however, that Parent may (i) assign its rights and remedies hereunder as collateral to any bank or other financial institution that has loaned funds or otherwise extended credit to it or any of its affiliates or (ii) assign its rights under this Agreement to a related or Affiliated entity; provided that, in each case, no such assignment shall relieve the assignor of its liabilities and obligations hereunder.

Section 8.06.Interpretation.  Interpretation of this Agreement shall be governed by the following rules of construction: (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires, (ii) references to the terms article, section and schedule are references to the articles, sections and schedules to this Agreement unless otherwise specified, (iii) the word “including” and words of similar import shall mean “including without limitation,” (iv) the word “or” shall not be exclusive, (v) the headings are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, (vi) a reference to any Person includes such Person’s successors and permitted assigns, (vii) any reference to “days” means calendar days unless Business Days are expressly specified and (viii) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 8.07.Amendments; Waivers.  This Agreement may not be amended without the express written agreement signed by all of the parties to this Agreement.  No provision of this Agreement may be waived without the express written agreement signed by the party making such waiver.  The failure of any party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights.

Section 8.08.Fees and Expenses.  All matters relating to the responsibility of each of Stockholder and Parent for fees and expenses (including the fees and expenses of financial consultants, investment bankers, accountants and legal counsel) in connection with the entry into of this Agreement and the consummation of the actions contemplated hereby shall be governed

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by Section 10.18 of the Merger Agreement, and Stockholder hereby acknowledges and agrees to be bound by Section 10.18 of the Merger Agreement.

Section 8.09.Entire Agreement.  This Agreement (together with the Merger Agreement) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.

Section 8.10.Remedies Cumulative.  Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at law or in equity.  The exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.

Section 8.11.Counterparts; Effectiveness.  This Agreement and any amendment hereto may be executed and delivered in two or more identical counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.  Except as set forth in Section 2.01, this Agreement shall become effective and binding upon any Stockholder when executed by Stockholder and Parent.  In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.  No party hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

Section 8.12.Specific Performance.  The parties to this Agreement agree that irreparable damage would occur and that the parties to this Agreement would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case without the necessity of posting bond or other security or showing actual damages, and this being in addition to any other remedy to which they are entitled at law or in equity.

Section 8.13.Submission to Jurisdiction.  Each of the parties hereto irrevocably agrees that all claims, controversies and disputes of any kind or nature relating in any way to the enforcement or interpretation of this Agreement or to the parties’ dealings, rights or obligations in connection herewith, shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any federal court of the United States located in the State of Delaware, or, if neither the Court of Chancery of the State of Delaware nor any such federal court has jurisdiction, any other state court located in the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or

12

proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the actions contemplated by this Agreement in any court or tribunal other than the aforesaid courts.  Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 8.13, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (a) the suit, action or proceeding in such court is brought in an inconvenient forum, (b) the venue of such suit, action or proceeding is improper or (c) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.01 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof.  Notwithstanding the foregoing in this Section 8.13, a party may commence any action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Section 8.14.WAIVER OF JURY TRIAL.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, CONTROVERSY OR OTHER LEGAL ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.14.

[Remainder of Page Intentionally Left Blank.
Signature Pages Follow.]

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IN WITNESS WHEREOF, each party hereto has caused this Closing Agreement to be duly executed as of the date first written above.

COMPANY:
STANDARD PARKING CORPORATION
By:	/s/ James A. Wilhelm
Name:	James A. Wilhelm
Title:	President and Chief Executive Officer

Signature Page to Closing Agreement

STOCKHOLDER:
JUMPSTART DEVELOPMENT LLC
By:	/s/ David Lowenfeld
Name:	David Lowenfeld
Title:	Authorized Signatory

Signature Page to Closing Agreement

SCHEDULE A

OWNERSHIP

Unitholder	Series A Preferred Stock	Common Stock
Jumpstart Development LLC	0	5,000,000

EX-99.1

Exhibit 99.1

Contacts:	Investors	Media
	G. Marc Baumann	Michael K. Wolf
	Executive Vice President and CFO	Executive Vice President and CAO
	(312) 274-2199	(312) 274-2070
	mbaumann@standardparking.com	mwolf@standardparking.com

Standard Parking Corporation Completes
Merger with Central Parking Corporation

Company also provides management update,
reiterates financial targets for the transaction

CHICAGO — Oct. 2, 2012 - Standard Parking Corporation (NASDAQ:STAN), one of the nation’s leading providers of parking management, ground transportation and other ancillary services, today announced that it has closed its merger with the parent of Central Parking Corporation, which is now a wholly-owned subsidiary of the Company.  In connection with the merger, the Company today issued 6,161,334 shares of common stock to the stockholders of the parent of Central Parking.

With the completion of the merger, the Company’s combined location base expands to more than 4,200 parking facilities containing over 2.2 million parking spaces in hundreds of cities across the U.S. and Canada, effectively doubling its size.

“We’re excited about today’s closing, and now can look forward to the long-term opportunities that the merger creates for our Company,” said James A. Wilhelm, Standard Parking’s President and Chief Executive Officer. “By blending the best of both companies, we’ll be able to enhance the suite of services and products we provide to our clients and customers.  We believe we’re now positioned to become the preferred provider of outsourced parking facility management, ground transportation maintenance, travel demand management and security services to commercial, institutional and municipal clients.”

Robert S. Roath, Standard Parking’s Chairman, said, “We’re thrilled to be able to finally start working with Central Parking’s team of professionals to create additional value for our clients, customers and stockholders.”  Gordon H. Woodward, Kohlberg & Company’s Chief Investment Officer and, along with Paul Halpern and Jonathan Ward, a new member of Standard Parking’s expanded Board of Directors, added, “The leadership teams from both companies have made excellent progress in laying the foundation for an effective, smooth integration.  We look forward to the Company’s exciting future as the integration is completed and beyond.”

The Company will continue to conduct operations using the existing Standard Parking and Central Parking brands while a thorough evaluation of the go-forward brand strategy is conducted.

Management Update

Standard Parking also announced that effective as of today’s closing, Marc Baumann, its Chief Financial Officer, has assumed the additional role of President of Urban Operations. Reporting to Mr. Baumann in this new role will be four Executive Vice Presidents of Operations — Edward Simmons, Steven Warshauer, Daniel Huberty and Robert Toy.  Mr. Simmons and Mr. Warshauer, who have 45 and 34 years of parking industry experience, respectively, have served in their current roles with Standard Parking for more than 10 years.  Mr. Huberty and Mr. Toy, each with more than 15 years of parking industry experience, join the Company from Central Parking.

“Marc’s leadership as our CFO over the past twelve years has been critical to our success. With his new responsibilities, Marc will play a key role in helping us achieve our post-closing goals and position the Company for long-term success,” said Mr. Wilhelm.

Reporting directly to Mr. Wilhelm will be John Ricchiuto, Standard Parking’s Executive Vice President of Airport Operations, and William Bodenhamer, Jr., President and CEO of USA Parking Systems, a valet service provider that specializes in the hospitality industry.  USA Parking Systems will continue to operate independently as a wholly-owned subsidiary of Central Parking.

In addition, the Company announced that Mark A. Janek has joined Standard Parking as Senior Vice President of Finance.  Mr. Janek previously served as Vice President of Finance at Matson Logistics, a leading provider of multimodal transportation, warehousing and distribution services, as well as Corporate Controller of the Hub Group, a publicly traded transportation management company.  Along with Daniel R. Meyer, the Company’s Senior Vice President and Corporate Controller, Mr. Janek will report directly to Mr. Baumann to support Mr. Baumann in his continuing role as CFO.

Financial Targets

The Company reiterates its previously announced integration and financial targets. Standard Parking currently expects to generate annual run-rate cost synergies in excess of $20 million by the end of the second year after closing. The Company also expects that its free cash flow should enable the Company to reach a debt coverage ratio of 2.5x within three years, consistent with the Company’s long-term objective of achieving debt levels similar to those of companies having investment grade ratings.

About Standard Parking

Standard Parking is a leading national provider of parking facility management, ground transportation and other ancillary services.  Including Central Parking Corporation, its wholly-owned subsidiary, the Company has approximately 26,000 employees and manages more than 4,200 facilities with more than 2.2 million parking spaces in hundreds of cities across North America. The operations include parking-related and shuttle bus operations serving more than 75 airports. USA Parking System, a wholly-owned subsidiary of Central Parking, is one of the premier valet operators in the nation with more four and five diamond luxury properties, including hotels and resorts,than any other valet competitor. More information can be found at www.standardparking.com.

More information about Standard Parking is available at http://ir.standardparking.com. You should not construe the information on this website to be a part of this release. Standard Parking’s annual reports filed on Form 10-K, its quarterly reports on Form 10-Q and its current reports on Form 8-K are available on the Internet at www.sec.govand can also be accessed through the Investor Relations section of the Company’s website.

More information about the merger is accessible on the Company’s transaction specific website at: www.standardparkingevolution.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements under “Financial Targets” above and other statements regarding expectations for the combined company. The Company has tried to identify these statements by using words such as “expect,” “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project” and “will” and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. These forward-looking statements are made based on management’s expectations and beliefs concerning future events and are subject to uncertainties and factors relating to operations and the business environment, all of which are difficult to predict and many of which are beyond management’s control. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, but not limited to, the following: the Company’s ability to integrate Central Parking into the business of the Company successfully and the amount of time and expense spent and incurred in connection with the integration; the risk that the economic benefits, cost savings and other synergies that the Company anticipates as a result of the transaction are not fully realized or take longer to realize than expected; the impact of the divestitures of management contracts and leases required by the Company’s agreement with the DOJ; other losses, or renewals on less favorable terms, of management contracts and leases; the effect on the strategy and operations of the combined company of changes to the Company’s Board of Directors and management upon the completion of the merger; intense competition; adverse litigation judgments or settlements; the loss of key employees; changes in general economic and business conditions or demographic trends; the impact of public and private regulations; financial difficulties or bankruptcy of major clients; insurance losses that are worse than expected or adverse events not covered by insurance; labor disputes; extraordinary events affecting parking at facilities that the Company manages, including emergency safety measures, military or terrorist attacks, cyber terrorism and natural disasters; the risk that state and municipal government clients sell or enter into long-term leases of parking-related assets to or with the Company’s competitors or clients of the Company’s competitors; uncertainty in the credit markets; availability, terms and deployment of capital; and the Company’s ability to obtain performance bonds on acceptable terms.

For a detailed discussion of factors that could affect the Company’s future operating results, please see the Company’s filings with the Securities and Exchange Commission, including the disclosures under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or for any other reason.