CLOSING AGREEMENTClosing Agreement • February 29th, 2012 • Standard Parking Corp • Services-auto rental & leasing (no drivers) • Delaware
This CLOSING AGREEMENT (this “Agreement”) dated as of February 28, 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”).
AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 28, 2012, BY AND AMONG KCPC HOLDINGS, INC., STANDARD PARKING CORPORATION, HERMITAGE MERGER SUB, INC. AND THE STOCKHOLDERS’ REPRESENTATIVEAgreement and Plan of Merger • February 29th, 2012 • Standard Parking Corp • Services-auto rental & leasing (no drivers) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of February 28, 2012, by and among (i) KCPC Holdings, Inc., a Delaware corporation (the “Company”), (ii) Standard Parking Corporation, a Delaware corporation (the “Parent”), (iii) Hermitage Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and (iv) Kohlberg CPC Rep, L.L.C., a Delaware limited liability company, solely in its capacity as the Stockholders’ Representative hereunder.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 29th, 2012 • Standard Parking Corp • Services-auto rental & leasing (no drivers) • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of [ ], 2012, is by and among Standard Parking Corporation, a Delaware corporation (the “Company”), and the undersigned holders (each, a “Holder” and collectively, the “Holders”).
