EX-10.1: STOCKHOLDERS AGREEMENT

Holders and Designated Regions Holders pursuant to this Article IV, pro rata based on the number of Registrable Securities owned by each such holder; and third, any other securities requested to be included in such offering, pro rata based on the number of Registrable Securities owned by each other holder of Registrable Securities who have requested registration of Registrable Securities.

     4.9 Expenses. The Company shall bear all Registration Expenses in connection with any Demand Registration, S-3 Registration or Incidental Registration pursuant to this Article IV, whether or not such registration becomes effective.

     4.10 Obligations of the Company. Whenever a registration of Registrable Securities has been requested pursuant to Section 4.3 or 4.5, the Company shall use its reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as quickly as practicable, and in connection with any such request, the Company shall, as expeditiously as possible,

          (a) prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies and which counsel for the Company reasonably shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, cause such Registration Statement to comply as to form with the requirements of the applicable form and include all financial statements required by the Commission to be included therein or, if permitted by the rules, regulations and forms of the Commission, incorporate such financial statements therein by reference, and cause such Registration Statement to become effective within the time frames set forth in Section 4.4(a) or Section 4.5(c), as applicable; provided, however, that (i) before filing a Registration Statement or prospectus or any amendments or supplements thereto, the Company shall provide counsel selected by the Designated Clarion Holders holding a majority of the Registrable Securities being registered in such registration by Designated Clarion Holders (“Clarion Holders’ Counsel”), counsel selected by the Designated Regions Holders holding a majority of the Registrable Securities being registered in such registration by Designated Regions Holders (“Regions Holders’ Counsel”), and any other Inspector (as defined below) with an adequate and appropriate opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the Commission, subject to such documents being under the Company’s control, and (ii) the Company shall notify the Clarion Holders’ Counsel, Regions Holders’ Counsel, and each seller of Registrable Securities of any stop order issued or threatened by the Commission and take all action required to prevent the entry of such stop order or to remove it if entered;

          (b) (1) notify in writing each holder of Registrable Securities of the effectiveness of each Registration Statement filed hereunder, (2) cause the prospectus to each Registration Statement to be amended or supplemented as required and to be filed as required by Rule 424 or any similar rule under the Securities Act, (3) respond as promptly as practicable to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and (4) prepare and file with the

Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective for the lesser of (i) 180 days and (ii) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold, and the Company shall comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;

          (c) furnish to each seller of Registrable Securities, prior to filing a Registration Statement, at least one copy of such Registration Statement as is proposed to be filed, and thereafter such number of copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such Registration Statement (including each preliminary prospectus) and any prospectus filed under Rule 424 or any similar rule under the Securities Act as each such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

          (d) register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may request, and to continue such qualification in effect in such jurisdiction for as long as permissible pursuant to the laws of such jurisdiction, or for as long as any such seller requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4.10, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction;

          (e) promptly notify each seller of Registrable Securities (1) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (2) when any amendment or supplement to the prospectus relating to each Registration Statement has been filed with the Commission, (3) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of any Registration Statement or any part thereof or the initiation of any proceedings for such purpose, (4) if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for offer or sale in any jurisdiction or the initiation of any proceedings for such purpose, or (5) upon discovery that, or upon the happening of any event as a result of which, (A), the prospectus included in such Registration Statement contains 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, in light of the circumstances under which they were made, not misleading, or (B) such Registration Statement contains 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 and, subject to Section 4.6, the Company shall promptly prepare a

supplement or amendment to such Registration Statement or prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to or an amendment of such prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, such prospectus shall not contain an 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, in light of the circumstances under which they were made, not misleading;

          (f) enter into and perform customary agreements (including an underwriting agreement in customary form with the Approved Underwriter or Company Underwriter, if any, selected as provided in Section 4.7 or 4.8), make representations, warranties and agreements (including indemnities) to the holders of Registrable Securities covered by such Registration Statement and any Approved Underwriter or Company Underwriter, as applicable, in form and scope as are customarily made by issuers to underwriters and selling securityholders in underwritten offerings and confirm the same in writing to the extent customary if and when requested, and take such other actions as the Initiating Holders or S-3 Holders, as the case may be, holding a majority of the Registrable Securities reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in “road shows” and other information meetings organized by the Approved Underwriter or Company Underwriter;

          (g) make available at reasonable times for inspection by any seller of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, Clarion Holders’ Counsel, Regions Holders’ Counsel, and any attorney, accountant or other agent retained by any such seller or any managing underwriter (each, an “Inspector” and collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (i) the disclosure of such Records is necessary, in the Company’s judgment, to avoid or correct a misstatement or omission in the Registration Statement, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom, (iii) the information in such Records was known to the Inspectors on a non-confidential basis prior to its disclosure by the Company or (iv) the information has been made generally available to the public. Each seller of Registrable Securities agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;

          (h) if such sale is pursuant to an underwritten offering, obtain “cold comfort” letters dated the effective date of the registration statement and the date of the closing under the underwriting agreement from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as Clarion Holders’ Counsel, Regions Holders’ Counsel or the managing underwriter reasonably requests;

          (i) furnish, at the request of any seller of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration or, if such securities are not being sold through underwriters, on the date the registration statement with respect to such securities becomes effective, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and which such seller may reasonably request and are customarily included in such opinions;

          (j) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, but no later than 15 months after the effective date of the Registration Statement, an earnings statement covering a period of 12 months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

          (k) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement;

          (l) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed, provided that the applicable listing requirements are satisfied;

          (m) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use reasonable best efforts to promptly obtain the withdrawal of such order;

          (n) keep Clarion Holders’ Counsel and Regions Holders’ Counsel advised, in writing, as to the initiation and progress of any such registration;

          (o) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD; and

          (p) take all other steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.

     4.11 Obligations of Selling Stockholders. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish, and such seller shall furnish to the Company, such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing and as is reasonably necessary to assure compliance with federal securities laws and Commission rules and all information required to be disclosed in order to make the information previously furnished to the Company by such seller not materially misleading, or necessary to cause the Registration Statement which covers such Registrable Securities not to omit a material fact with respect to such seller necessary in order to make the statements therein not misleading. The Company’s obligation to register Registrable Securities held by any such seller in any Registration Statement shall be contingent on such seller furnishing to the Company the information required by this Section 4.11. Moreover, no person may participate in any underwritten offering hereunder unless such person (i) provides the information required by this Section 4.11; (ii) agrees to sell such person’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Approved Underwriter or the Company Underwriter, as applicable; and (iii) completes and executes all questionnaires, custody agreements, powers of attorney, lock-up agreements, indemnification agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company shall not be obligated to register Registrable Securities held by any transferee of Registrable Securities otherwise entitled to participate in such registration unless such transferee undertakes such obligations relating to registration expenses, indemnification and contribution as are provided in Sections 4.13, 4.15 and 4.17.

     4.12 Notice to Discontinue. Each Designated Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4.6, such Designated Holder shall forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Designated Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4.10(b) or Section 4.10(e), as applicable, and, if so directed by the Company, such Designated Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Designated Holder’s possession, of the prospectus covering such Registrable Securities which are current at the time of receipt of such notice. If the Company shall give any such notice, the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including the period referred to in Section 4.6) by the number of days during the period from and including the date of the giving of such notice pursuant to Section 4.6 to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended prospectus contemplated by, and meeting the requirements of, Section 4.10(e).

     4.13 Registration Expenses. The Company shall pay all expenses arising from or incident to its performance of, or compliance with, this Agreement, including, without limitation, (i) Commission, stock exchange and NASD registration and filing fees, (ii) all fees and expenses incurred in complying with securities or “blue

sky” laws (including reasonable fees, charges and disbursements of counsel to any underwriter incurred in connection with “blue sky” qualifications of the Registrable Securities as may be set forth in any underwriting agreement), (iii) all printing, messenger and delivery expenses, (iv) the reasonable fees, charges and expenses of counsel to the Company and of its independent public accountants and any other accounting fees, charges and expenses incurred by the Company (including any expenses arising from any “cold comfort” letters or any special audits incident to or required by any registration or qualification), (v) the reasonable fees, charges and expenses of one counsel to the Designated Clarion Holders and one counsel to the Designated Regions Holders and (vi) any liability insurance or other premiums for insurance obtained in connection with any Demand Registration or piggy-back registration thereon, Incidental Registration or S-3 Registration pursuant to the terms of this Agreement, regardless of whether such Registration Statement is declared effective. All of the expenses described in the preceding sentence of this Section 4.13 are referred to herein as “Registration Expenses.” The Designated Holders of Registrable Securities sold pursuant to a Registration Statement shall bear the expense of any broker’s commission or underwriter’s discount or commission relating to registration and sale of such Designated Holders’ Registrable Securities and, subject to clause (v) above, shall bear the fees and expenses of their own counsel. All such expenses shall be borne by the Designated Holders in proportion to the number of shares of Registrable Securities sold by each, or as such Designated Holders may otherwise agree.

     4.14 Indemnification by the Company. The Company agrees to indemnify and hold harmless each Designated Holder, its partners, members, stockholders, directors, officers, employees, Affiliates and each Person who controls (within the meaning of Section 15 of the Securities Act) such Designated Holder (any such Person, a “Holder Indemnitee”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation, preparation and defending any claim or proceeding) (each, a “Liability” and collectively, “Liabilities”), arising out of, based upon or in connection with any untrue, or allegedly untrue, statement of a material fact contained in any Registration Statement, prospectus or preliminary prospectus or notification or offering circular (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or arising out of, based upon or in connection with any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading under the circumstances such statements were made, except insofar as such Liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission contained in such Registration Statement, preliminary prospectus or final prospectus in reliance and in conformity with information concerning a Designated Holder furnished in writing to the Company by such Designated Holder expressly for use therein, including the information furnished to the Company pursuant to Section 4.11. The Company shall also provide customary indemnities to any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act) to the same extent as provided above with respect to the indemnification of the Designated Holders of Registrable Securities.

     4.15 Indemnification by Designated Holders. Each Designated Holder agrees to indemnify and hold harmless the Company, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act) to the same extent as the foregoing indemnity from the Company to the Designated Holders, but only if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information with respect to such Designated Holder furnished in writing to the Company by such Designated Holder expressly for use in such Registration Statement or prospectus; provided, however, that the total amount to be indemnified by such Designated Holder pursuant to this Section 4.15 shall be limited to the net proceeds (after deducting the underwriters’ discounts and commissions) received by such Designated Holder in the offering to which the Registration Statement or prospectus relates.

     4.16 Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to this Agreement; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any Liability that it may have to the Indemnified Party hereunder (except to the extent that the Indemnifying Party is materially prejudiced or otherwise forfeits substantive rights or defenses by reason of such failure). If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action within a reasonable time of notice thereof and with counsel reasonably satisfactory to the Indemnified Party or (iii) the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and such parties have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party. In any of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all Indemnified Parties (except that if the Company is the Indemnifying Party and one or more Designated Clarion Holders and one or more Designated Regions Holders are both Indemnified Parties, the Company shall be liable for the fees and expenses of two separate firms of attorneys (in addition to local counsel) one for the Designated Clarion Holders, as a group, and one for the Designated Regions

Holders, as a group). No Indemnifying Party shall be liable for any settlement entered into without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the consent of such Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is a party and indemnity has been sought hereunder by such Indemnified Party, (i) unless such settlement includes an unconditional release of such Indemnified Party from all liability for claims that are the subject matter of such proceeding and (ii) such settlement does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of the Indemnified Party.

     4.17 Contribution. If the indemnification provided for in this Article IV from the Indemnifying Party is unavailable to an Indemnified Party hereunder in respect of any Liabilities referred to herein or is insufficient to hold harmless a party indemnified hereunder, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such Liabilities, as well as any other relevant equitable considerations. The relative faults 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 to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.13, 4.14 and 4.15, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding; provided, that the total amount to be contributed by a Designated Holder shall be limited to the net proceeds (after deducting the underwriters’ discounts and commissions) received by such Designated Holder in the offering to which the Registration Statement or prospectus relates.

          The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.17 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. 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.

     4.18 Rule 144. The Company covenants that from and after the IPO Effectiveness Date it shall (a) timely file any reports and other documents required to be filed by it under the Exchange Act, (b) at all times make and keep public information available, as those terms are understood and defined in Rule 144(c) under the Securities Act, (c) if it is not required to file reports and other documents under the Exchange Act, make available other information as required by, and so long as necessary to permit sales of Registrable Securities pursuant to Rule 144A under the Securities Act, (d) without cost

to any holder of Registrable Securities, furnish to any such holder promptly upon request a copy of the most recent annual and quarterly reports of the Company, and such other reports, documents or shareholder communications of the Company, and (e) take such further action as each Designated Holder may reasonably request (including providing any information necessary to comply with Rule 144 under the Securities Act), all to the extent required from time to time to enable such Designated Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, Regulation S under the Securities Act or (ii) any similar rules or regulations hereafter adopted by the Commission. The Company shall, upon the request of any Designated Holder, deliver to such Designated Holder a written statement as to whether it has complied with such requirements.

     4.19 Restrictions on Public Sale by the Company. Unless otherwise agreed to by (x) Clarion in the case of a Clarion Demand Registration or Clarion S-3 Registration, or (y) the Designated Regions Holders holding a majority of the Registrable Securities then held by all Designated Regions Holders in the case of an Regions Demand Registration or Regions S-3 Registration, the Company agrees not to effect any public sale or distribution of any shares of Common Stock, or any securities convertible into or exchangeable or exercisable for shares of Common Stock (except pursuant to registrations on Form S-4 or S-8 or any successor thereto), during the period beginning on the effective date of any Registration Statement in which the Designated Holders of Registrable Securities are participating and ending on the earlier of (i) the date that all Registrable Securities registered on such Registration Statement are sold and (ii) 90 days after the effective date of such Registration Statement (except as part of such registration).

     4.20 Restrictions on Public Sale by Designated Holders. To the extent requested (A) by the applicable Initiating Holders or the S-3 Initiating Holders in the case of a non-underwritten public offering and (B) by the Approved Underwriter or the Company Underwriter, as the case may be, in the case of an underwritten public offering, each Designated Holder agrees (x) not to effect any public sale or distribution of any Registrable Securities or of any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 under the Securities Act, or offer to sell, contract to sell (including without limitation any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a sale any Registrable Securities and (y) not to make any request for a Demand Registration or S-3 Registration under this Agreement, during the 90-day period or such shorter period, if any, mutually agreed upon by such Designated Holder and the requesting party beginning on the effective date of the Registration Statement (except as part of such registration) for such public offering; provided, however, that (a) all executive officers and directors of the Company then holding shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock shall enter into similar agreements for not less than the entire time period required of the Initiating Holders or S-3 Initiating Holders, as the case may be, and (b) the Initiating Holders and S-3 Initiating Holders, as the case may be, shall be allowed any concession

or proportionate release allowed to any executive officer or director or other holder of Common Stock that entered into similar agreements.

     4.21 Recapitalizations, Exchanges, etc. The provisions of this Article IV shall apply to the full extent set forth herein with respect to (i) the shares of Common Stock, (ii) any and all shares of voting common stock of the Company into which the shares of Common Stock are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Company and (iii) any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the shares of Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Company shall cause any successor or assign (whether by merger, consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with the Designated Holders on terms substantially the same as this Agreement as a condition of any such transaction.

     4.22 No Inconsistent Agreements. The Company represents and warrants that it has not granted to any Person the right to request or require the Company to register any securities issued by the Company, other than the rights granted to the Designated Holders herein. The Company shall not enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Designated Holders in this Agreement.

     4.23 Transfer of Registration Rights. The Demand Registration rights and the S-3 Registration rights and related rights of Clarion and Regions contained in this Article IV shall be (i) with respect to any Registrable Security that is transferred to a Permitted Transferee of Clarion or Regions, automatically transferred to such Permitted Transferee and (ii) with respect to any Registrable Security that is transferred in all cases to any other Person, transferred only to the extent so permitted in writing by the Board of Directors at the time of transfer, in which case the parties agree to the extent necessary to amend the applicable provisions of Article IV to give effect to such transfer. The incidental or “piggy-back” registration rights of the Designated Holders contained in this Article IV and the other related rights of each of the Designated Holders with respect thereto shall be, with respect to any Registrable Security, automatically transferred to any Person who is the transferee of such Registrable Security in a transfer otherwise made in compliance with this Agreement. Except as provided in this Section 4.23 and Sections 4.15, 4.16 and 4.17 concerning indemnification and contribution, this Article IV is not intended to confer any rights or remedies upon any Person other than the parties to this Agreement and their successors.

ARTICLE V

FUTURE ISSUANCE OF SHARES; PREEMPTIVE RIGHTS

     5.1 Offering Notice. If the Company wishes to issue any New Securities to any Person (a “Subject Purchaser”) prior to the IPO Effectiveness Date, then the Company shall offer such New Securities first to the Preemptive Rightholders (as defined below) by sending written notice (the “New Issuance Notice”) to the Preemptive Rightholders at least fifteen (15) days prior to the issuance and sale of the New Securities, which shall state (a) the number of shares of New Securities proposed to be issued and sold, (b) all material terms and conditions under which the Company proposes to sell the New Securities, including the lowest purchase price per share of the New Securities that the Company is willing to accept (the “Proposed Price”) and (c) the date on which the New Securities will be sold to accepting Preemptive Rightholders (the “New Issuance Closing Date”). The Company may condition its offer of such New Securities to the Stockholders upon the purchase by such Stockholders of any securities (including debt securities) other than the New Securities that are being proposed to be issued to the Subject Purchaser.

     5.2 Stockholder Option. For a period of fifteen (15) days after the giving of the New Issuance Notice pursuant to Section 5.1, each Stockholder other than an Other Stockholder (except as otherwise determined by Clarion) (each, a “Preemptive Rightholder”) shall have the right to purchase any or all of its Proportionate Percentage (as hereinafter defined) of the New Securities at a purchase price equal to the Proposed Price and upon the terms and conditions set forth in the New Issuance Notice. Each such Preemptive Rightholder shall have the right to purchase that percentage of the New Securities determined by dividing (a) the total number of Common Shares and Common Stock Equivalents (other than Common Stock Equivalents granted under any Company Option Plan) then owned by such Preemptive Rightholder by (b) the total number of then outstanding Common Shares and Common Stock Equivalents (other than Common Stock Equivalents granted under any Company Option Plan) (the “Proportionate Percentage”). Notwithstanding the foregoing, if, in the judgment of the Company, the participation by a Preemptive Rightholder would require under applicable law the registration or qualification of such securities or any Person as a broker or dealer or agent not otherwise required by such issuance, such Preemptive Rightholder shall not have the right to participate in such issuance.

     5.3 Exercise of Options. The right of each Preemptive Rightholder to purchase the New Securities under Section 5.2 shall be exercisable by delivering irrevocable written notice of the exercise thereof, prior to the expiration of the 15-day period referred to in Section 5.2, to the Company, which notice shall state the amount of New Securities that such Preemptive Rightholder elects to purchase. The failure of a Preemptive Rightholder to respond within such 15-day period shall be deemed to be a waiver of such Preemptive Rightholder’s rights under Section 5.2.

     5.4 Closing. The closing of the purchase of New Securities subscribed for by the Preemptive Rightholders under Section 5.3 shall be held at the principal office

of the Company at 11:00 a.m. local time on the New Issuance Closing Date or at such other time and place as the parties to the transaction may agree. At such closing, the Company shall deliver certificates representing the New Securities, and the New Securities shall be issued free and clear of all liens and encumbrances and the Company shall so represent and warrant, and further represent and warrant that such New Securities shall be, upon issuance thereof to the subscribing Preemptive Rightholders and after payment therefore, duly authorized, validly issued, fully paid and nonassessable. Each Preemptive Rightholder purchasing the New Securities shall deliver at the closing payment in full in immediately available funds for the New Securities purchased by it, her or him. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise necessary or appropriate to consummate such transaction.

     5.5 Sale to Subject Purchaser. If the Preemptive Rightholders do not elect to purchase all of the New Securities pursuant to Section 5.2, the Company may sell to the Subject Purchaser the New Securities not so purchased by the Preemptive Rightholders pursuant to Section 5.2 on terms and conditions that are no more favorable to the Subject Purchaser than those set forth in the New Issuance Notice; provided, however, that such sale is bona fide and made pursuant to a contract entered into within ninety (90) days after the earlier to occur of (a) the waiver (or deemed waiver) by the Preemptive Rightholders of their option to purchase the New Securities and (b) the expiration of the 15-day period referred to in Section 5.2. If such sale is not consummated within one hundred twenty (120) days after the execution and delivery of such contract for any reason, then the restrictions provided for herein shall again become effective, and no issuance and sale of New Securities may be made thereafter by the Company without again offering the same to the Preemptive Rightholders in accordance with this Article V. The closing of any issue and purchase of New Securities pursuant to this Section 5.5 shall be held at any time (prior to the expiration of such one hundred twenty (120) day period) and place as the parties to the transaction may agree.

     5.6 Post Issuance Notice. Notwithstanding the requirements of Sections 5.1 and 5.2, the Company may proceed with any issuance of New Securities prior to having complied with the provisions of Sections 5.1 and 5.2; provided that the Company shall:

          (a) provide each Preemptive Rightholder (i) with prompt notice of such issuance and (ii) the New Issuance Notice described in Section 5.1 in which the actual price per unit of the New Securities shall be set forth;

          (b) offer to issue to such Preemptive Rightholder such number of New Securities of the type issued in the issuance as may be requested by such Preemptive Rightholder (not to exceed the product obtained by multiplying (A) the Proportionate Percentage that such Preemptive Rightholder would have been entitled to pursuant to Section 5.2 by (B) the sum of (1) the number of New Securities included in such issuance plus (2) the product obtained by multiplying (A) the Proportionate Percentage that such Preemptive Rightholder would have been entitled to pursuant to Section 5.2 by (B) the number of New Securities included in such issuance) on the same

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terms and conditions with respect to such securities as the subscribers in the issuance received; and

          (c) keep such offer open for a period of ten Business Days, during which period each Preemptive Rightholder may accept such offer by sending a written acceptance to the Company committing to purchase an amount of such securities (not to exceed the product obtained by multiplying (A) the Proportionate Percentage that such Preemptive Rightholder would have been entitled to pursuant to Section 5.2 by (B) the sum of (1) the number of New Securities included in such issuance plus (2) the product obtained by multiplying (A) the Proportionate Percentage that such Preemptive Rightholder would have been entitled to pursuant to Section 5.2 by (B) the number of New Securities included in such issuance).

     5.7 After-Acquired Securities. All of the provisions of this Agreement shall apply to all of the Shares now owned or which may be issued or transferred hereafter to a Stockholder in consequence of any additional issuance, purchase, exchange or reclassification of any of the Shares, corporate reorganization, or any other form of recapitalization, consolidation, merger, share split or share dividend, or which are acquired by a Stockholder in any other manner.

     5.8 Agreement to be Bound. The Company shall not issue any Shares or New Securities to any Person not a party to this Agreement, unless such Person has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit C-2. Upon becoming a party to this Agreement, such Person (other than a Clarion Stockholder or a Regions Stockholder) shall be deemed to be, and shall be subject to the same obligations as an Other Stockholder hereunder. Any issuance of Shares or New Securities by the Company in violation of this Section 5.8 shall be null and void ab initio.

ARTICLE VI

CORPORATE GOVERNANCE

     6.1 General. From and after the execution of this Agreement, each Stockholder shall vote its, her or his Common Shares at any regular or special meeting of stockholders of the Company (a “Stockholders Meeting”) or in any written consent (a “Written Consent”) executed in lieu of such a meeting of stockholders, in either case upon any matter arising under this Agreement submitted to a vote of the Stockholders in such a manner as to implement the terms of this Agreement, and shall take all other actions necessary to ensure that the Charter Documents do not, at any time hereafter, conflict in any respect with the provisions of this Agreement.

     6.2 Stockholders Actions. In order to effectuate the provisions of this Agreement, each Stockholder (a) hereby agrees that when any action or vote is required to be taken by such Stockholder pursuant to this Agreement, such Stockholder shall use its best efforts to call, or cause the appropriate officer and directors of the Company to call, a Stockholders Meeting or to execute or cause to be executed a Written Consent to

effectuate such stockholder action, (b) shall use its, her or his best efforts to cause the Board of Directors to adopt, either at a meeting of the Board of Directors or by unanimous written consent of the Board of Directors, all the resolutions necessary to effectuate the provisions of this Agreement and (c) shall use its, her or his best efforts to cause the Board of Directors to cause the Secretary of the Company, or if there be no secretary, such other officer of the Company as the Board of Directors may appoint to fulfill the duties of Secretary, not to record any vote or consent contrary to the terms of this Agreement.

     6.3 Election of Directors; Number and Composition. Each Stockholder shall vote its, her or his Common Shares at any Stockholders Meeting, or act by Written Consent with respect to such Common Shares, and take all other actions necessary to elect a Board of Directors comprised of up to seven members designated as follows:

          (a) one director designated by Trumpet Investors, L.P. (who initially shall be Marc A. Utay), one director designated by Trumpet SBIC Investors, L.P. (who initially shall be Eric D. Kogan) and two additional directors designated by the holders of a majority if the shares of Common Stock held by the Clarion Stockholders (who initially shall be Jonathan Haas and Alexander Fisher) (the directors designated by any of the Clarion Stockholders shall be collectively referred to herein as the “Clarion Directors”);

          (b) for so long as the Regions Stockholders hold at least 50% of the number of shares of Common Stock and Preferred Stock held by Regions immediately after closing under the Stock Purchase Agreement (including, for purposes of such calculation, any Earn-Out Shares, to the extent issued pursuant to the Stock Purchase Agreement) (the “Regions Threshold Amount”), one director designated by the holders of a majority of the shares of Common Stock held by the Regions Stockholders (who initially shall be Edmund Fay) (the “Regions Director”);

          (c) one director who is the Chief Executive Officer of the Company; and

          (d) one director who is the Chief Operating Officer of the Company, if any.

The obligation to vote shares in accordance with this Section 6.3 shall be specifically applicable to and enforceable against any transferees of the parties hereto.

     6.4 Removal and Replacement of Directors.

          (a) Removal of Directors.

               (i) If at any time the Clarion Stockholders holding a majority of the shares of Common Stock held by the Clarion Stockholders at such time notify the other Stockholders of their wish to remove at any time and for any reason (or

no reason) any Clarion Director, then each Stockholder shall vote all of its, her or his Common Shares so as to remove such Clarion Director.

               (ii) If at any time the Regions Stockholders holding a majority of the shares of Common Stock held by the Regions Stockholders at such time, notify the other Stockholders of their wish to remove at any time and for any reason (or no reason) the Regions Director, then each Stockholder shall vote all of its, her or his Common Shares so as to remove such Regions Director.

               (iii) If at any time after the Regions Stockholders do not hold the Regions Threshold Amount in accordance with Section 6.3(b), Clarion Stockholders holding a majority of the shares of Common Stock held by the Clarion Stockholders at such time, notify the other Stockholders of their wish to remove at any time and for any reason (or no reason) the Regions Director, then each Stockholder shall vote all of its, her or his Common Shares so as to remove such Regions Director.

          (b) Replacement of Directors.

               (i) If at any time, a vacancy is created on the Board of Directors by reason of the death, removal or resignation of a Clarion Director, then the Clarion Stockholders holding a majority of its, her or his Common Shares held by the Clarion Stockholders at such time shall designate a nominee to be elected to fill such vacancy until the next Stockholders Meeting.

               (ii) For so long as the Regions Stockholders hold the Regions Threshold Amount, if at any time, a vacancy is created on the Board of Directors by reason of the death, removal or resignation of a Regions Director, then the Regions Stockholders holding a majority of its, her or his Common Shares held by the Regions Stockholders at such time shall designate a nominee to be elected to fill such vacancy until the next Stockholders Meeting.

     6.5 Limitation on Affiliate Transactions.

          (a) During such time as the Regions Stockholders hold Shares, the Company shall not, and shall not permit any of its Subsidiaries to, enter into any material transaction or series of related material transactions with, or for the benefit of, Clarion or any of its Affiliates (an “Affiliate Transaction”) unless: (1) in the good faith judgment of the Company the terms of the Affiliate Transaction are no less favorable to the Company or its Subsidiary as applicable, than those that could be obtained at the time of such Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate of Clarion; and (2) if such Affiliate Transaction involves an amount in excess of $1,000,000, the material terms of the Affiliate Transaction are set forth in writing, either (i) a majority of the Independent Directors of the Company (or if there is only one Independent Director, then such Independent Director) have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors or (ii) if there are no Independent Directors at the time such Affiliate Transaction is proposed to the Board of Directors then, if requested by the Regions Director within 15 Business Days of

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the date that such Affiliate Transaction is proposed to the Board of Directors, a fairness opinion shall be obtained by the Company from an independent nationally or regionally recognized investment banking firm to the effect that the proposed Affiliate Transaction is fair from a financial point of view to the Company, and if such independent nationally or regionally recognized investment banking firm cannot render such an opinion with respect to such Affiliate Transaction, then the Company shall not enter into such Affiliate Transaction.

          (b) Notwithstanding anything to the contrary contained herein, the provisions of this Section 6.5 shall not prohibit (1) any Permitted Payment; (2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment, compensation or severance arrangements, stock options and stock ownership plans approved by the Board of Directors; (3) loans or advances to employees in the ordinary course of business in accordance with the past practices of the Company or otherwise approved by the Board of Directors, but in any event not to exceed $1,000,000 in the aggregate outstanding at any one time; (4) the payment of reasonable compensation or employee benefit arrangements to and indemnity provided for the benefit of directors, officers or employees of the Company in the ordinary course of business; (5) the payment of reasonable fees to directors of the Company who are not employees of the Company; (6) the payment of fees and expenses in the amounts provided for in the Management Agreement; (7) any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company owns an equity interest in or otherwise controls such joint venture or similar entity; (8) the exercise of any rights pursuant to this Agreement or pursuant to the Certificate of Incorporation; and (9) the issuance or sale of Shares in accordance with the terms of this Agreement.

     6.6 Entry into New Line of Business.

          (a) In order to facilitate compliance with banking laws, regulations, rules, orders and interpretive letters applicable to the investment by Regions in the Company (“Applicable Banking Laws”):

               (i) The Company shall notify Regions (a “New Business Notice”) before the Company or any of its Subsidiaries (as such term is defined in Section 2 of the Bank Holding Company Act of 1956, as amended (the “BHC Act”)) enter into, or acquire any other entity or any securities of any other entity (including the acquisition of “control” of any other entity as such term is used in the BHC Act and any related rules, regulations, orders and interpretive letters) which is engaged in, any business other than the Existing Business (a “New Business”). “Existing Business” means any business (i) described, or related to the business described, in the letter dated April 25, 2000 from the Comptroller of the Currency Administrator of National Banks to Mr. Bill Abney, Union Planters Bank, N.A. or (ii) engaged in, or related to the business engaged in, by the Company or any of its Subsidiaries as of the Closing Date;

               (ii) Upon receiving a New Business Notice, Regions thereafter shall promptly (A) advise the Company that no regulatory consents, clearances

or approvals under Applicable Banking Laws (“Required Regulatory Consents”) are required to be obtained in order for Regions to engage, through its ownership interest in the Company, in such New Business, or (B) advise the Company that Required Regulatory Consents are required to be obtained in order for Regions to engage, through its ownership interest in the Company, in such New Business, in which case Regions shall use, and cause each of its Affiliates to use, their commercially reasonable efforts to obtain as soon as practicable all such Required Regulatory Consents; provided, however, that Regions shall not be obligated to attempt to obtain any Required Regulatory Consent that imposes, or is reasonably likely to impose, any restrictions or conditions that materially adversely affect Regions, its Affiliates or any of their respective material businesses (in which case, Regions promptly shall notify the Company in writing of such determination and the basis therefor) ; and

               (iii) If Regions advises the Company that Required Regulatory Consents are to be obtained, (A) the Company shall provide all information in its possession that Regions may reasonably request in order to prepare any application for a Required Regulatory Consent and shall cooperate in responding to inquiries of any Governmental Authority relating to the granting of any Required Regulatory Consent, and (B) Regions shall (x) advise the Company of its good faith assessment of the likelihood of, and expected timing for, receipt of the Required Regulatory Consents, (y) keep the Company fully informed of developments related to the Required Regulatory Consents, and (z) notify the Company in writing promptly upon receipt or denial of the Required Regulatory Consents.

          (b) If Regions shall have informed the Company that Required Regulatory Consents are to be obtained or that Regions’s application or applications for Required Regulatory Consents have been denied, and the Company advises Regions in writing (a “Put Right Trigger Notice”) that it intends to engage in, or acquire the entity engaged in, the New Business prior to the time when all Required Regulatory Consents shall have been obtained or after the time Regions informs the Company that Regions’s application or applications for Required Regulatory Consents have been denied, then provided that all such Required Regulatory Consents shall not have subsequently been obtained, the Regions Stockholders shall have the right (but not the obligation) (the “Regulatory Put Right”) exercisable by irrevocable written notice to the Company within 10 Business Days after receipt of a Put Right Trigger Notice (the “Put Right Period”) to require the Company to purchase all (but not less than all) of the Common Shares and Preferred Shares owned by the Regions Stockholders (including all Earn-Out Shares that have been issued prior to such time pursuant to Section 1.4 of the Stock Purchase Agreement) at a purchase price payable in immediately available funds equal to 100% of the Fair Market Value of such Shares. The purchase of Shares pursuant to the Regulatory Put Right shall occur no later than the 30th day (or if such day is not a Business Day, the first Business Day thereafter) following the determination of the Fair Market Value of such Shares or such later date on which all consents and approvals to permit such sale shall have been obtained.

          (c) If Regions shall have informed the Company that Required Regulatory Consents are to be obtained, then the Company shall not engage in, or acquire

the entity engaged in, the New Business until the earlier of (x) the date all such Required Regulatory Consents shall have been obtained, (y) assuming the Put Right Trigger Notice shall have been given, the date the Company acquires the Shares under the Regulatory Put Right and (z) assuming the Put Right Trigger Notice shall have been given, the expiration of the Put Right Period (if the Regulatory Put Right shall not have been exercised).

          (d) If Shares owned by the Regions Stockholders are acquired by the Company upon exercise of the Regulatory Put Right and subsequent thereto the Regions Stockholders are entitled to be issued any Earn-Out Shares pursuant to Section 1.4 of the Stock Purchase Agreement, then in lieu of issuing such Earn-Out Shares to the Regions Stockholders the Company instead shall pay, on the Payment Date, to the Regions Stockholders who otherwise would have been entitled to receive the Earn-Out Shares, an amount in cash equal to 100% of the Fair Market Value (based upon the same Fair Market Value used to determine the purchase price paid for the Shares under Section 6.6 (b)) of such Earn-Out Shares.

ARTICLE VII

CALL RIGHT; PUT RIGHT

     7.1 Call Right. If the Company shall not have completed its Initial Public Offering prior to the fifth anniversary of the date hereof and any Designated Regions Holder thereafter shall make a request for a Demand Registration for the Initial Public Offering pursuant to Section 4.3(b)(x), the Company shall have the right (but not the obligation), in lieu of effecting the Regions Demand Registration so requested, to purchase (or cause its designee to purchase), at a purchase price equal to the Fair Market Value thereof, all but not less than all of the Registrable Securities proposed by the Designated Regions Holders to be included in such Demand Registration (the “Call Option Shares”). Such option (the “Call Option”) shall be exercisable upon delivery of a written notice (the “Call Option Notice”) by the Company to each Regions Stockholder that requested the inclusion of Shares in such Demand Registration (the “Call Option Sellers”) within sixty (60) days after receipt by the Company of the written request pursuant to Section 4.3(b)(x). During such 60-day period, the Regions Designated Holder and the Company shall negotiate in good faith to determine the Fair Market Value; provided, however, if the Regions Designated Holder and the Company cannot agree on the Fair Market Value on or prior to the 10^th day of such 60-day period, then at any time after the 10^th day the Company shall engage an independent nationally recognized investment banking firm to determine the Fair Market Value within such 60-day period. If the Call Option is not exercised within such 60-day period by the Company it shall be deemed to be waived. The Call Option Notice once delivered shall be irrevocable. The purchase of the Call Option Shares shall occur no later than the 30^th day (or if such day is not a Business Day, the first Business Day thereafter) following the delivery of the Call Option Notice. Delivery of certificates or other instruments evidencing the Call Option Shares, duly endorsed for transfer and free and clear of all liens, shall be made on such date against payment in cash of the purchase price therefor. At the closing, all the parties to the transaction shall execute such additional documents

and take such further actions as are otherwise reasonably necessary or appropriate to effect the purchase and sale of the Call Option Shares.

     7.2 Put Right. If the Company shall not have completed its Initial Public Offering prior to the fifth anniversary of the date hereof and any Designated Regions Holder thereafter shall have made a valid request for a Demand Registration for the Initial Public Offering pursuant to Section 4.3(b)(x) and the Designated Regions Holders shall have failed within 180 days thereafter to effect the sale pursuant to such Demand Registration of all of the Registrable Securities designated by the Designated Regions Holders for inclusion in such Demand Registration despite the use of their reasonable best efforts, then, at any time thereafter, the Designated Regions Holders, as a group, shall have the right (but not the obligation) to require the Company to purchase, all but not less than all of the unsold Shares that had been designated for sale in the Regions Demand Registration (the “Put Right Shares”); provided, that, each Designated Regions Holder shall have complied, in all material respects, with all of its obligations under this Agreement with respect to such Demand Registration. Such put right (the “Put Right”) shall be exercisable upon delivery of a written notice (the “Put Right Notice”) by such Designated Regions Holders (the “Put Right Sellers”) to the Company and Clarion. The Put Right Notice once delivered shall be irrevocable. The Put Right Notice shall specify the number of Put Right Shares. The Designated Regions Holder and the Company shall, following the delivery of the Put Right Notice, negotiate in good faith to determine the Fair Market Value; provided, however, if the Regions Designated Holder and the Company cannot agree on the Fair Market Value on or prior to the 10^th day following the date the Put Right Notice is delivered, then at any time after the 10^th day Regions Designated Holder or the Company shall engage an independent nationally recognized investment banking firm to determine the Fair Market Value. The Company and the Regions Designated Holder shall instruct the investment banking firm to deliver its determination of the Fair Market Value within 60 days from the date the Put Right Notice is delivered. The purchase of the Put Right Shares shall occur no later than the 30^th day (or if such day is not a Business Day, the first Business Day thereafter) following the determination of the Fair Market Value of such Shares. Notwithstanding the foregoing, the Company’s obligation to acquire the Put Right Shares under this Section 7.2 shall be deferred for so long as and solely to the extent that any of the following circumstances (each, a “Put Right Restriction”) shall exist:

	(i)		the Company is prohibited by applicable law from acquiring the Put Right Shares;
	(ii)		the acquisition by the Company of the Put Right Shares is prohibited by the contractual terms of any financing arrangement applicable to the Company or any of its Subsidiaries and, notwithstanding its commercially reasonable and diligent efforts, the Company is unable to obtain a waiver or consent of the lender(s) thereunder permitting the Company to acquire the Put Right Shares; or
	(iii)		the Company is unable to pay the purchase price for the Put Shares out of its own available funds and, notwithstanding its commercially reasonable

and diligent efforts, is unable to obtain financing for the acquisition of the Put Right Shares on commercially reasonable terms.

     In the event of the existence of a Put Right Restriction at the time the Company would otherwise be obligated to purchase the Put Right Shares pursuant to this Section 7.2, the Company shall, to the maximum extent permitted within the parameters of the Put Right Restrictions, perform its obligations to acquire the Put Right Shares within the time frames and in the manner contemplated by this Section 7.2. For example, if the Company is unable to purchase all of the Put Right Shares as a result of the Put Right Restriction described in clause (iii) above, the Company shall nevertheless purchase, on a pro rata basis, as many of the Put Right Shares as possible in light of the Company’s financial condition and the availability of financing. At such time as the Put Right Restrictions terminate or expire and, in the case of the Put Right Restrictions described in clause (iii), additional funds of the Company or from a financing source become available, the Company shall promptly purchase the balance of the Put Right Shares or such portion thereof that may be acquired within the parameters of the Put Right Restrictions.

ARTICLE VIII

STOCK CERTIFICATE LEGEND

     A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing Shares now held or hereafter acquired by any Stockholder shall for as long as this Agreement is effective bear legends substantially in the following forms:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE OFFERED AND SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED [•], 2005, BY AND AMONG THE COMPANY AND THE OTHER PERSONS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE

COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT.

ARTICLE IX

MISCELLANEOUS

     9.1 Notices. All notices, demands or other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first class mail, return receipt requested, facsimile, courier service, overnight mail or personal delivery:

	(i)		if the Company:
			SOI Holdings, Inc. c/o Clarion Capital Partners, LLC 110 East 59th Street, Suite 2100 New York, New York 10022 Facsimile: 212 ###-###-#### Attention: Marc A. Utay
			with a copy to:
			Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 Facsimile: (212)  ###-###-#### Attention: Paul D. Ginsberg, Esq.
	(ii)		if to any of the Clarion Stockholders:
			c/o Clarion Capital Partners, LLC 110 East 59th Street, Suite 2100 New York, New York 10022 Facsimile: (212)  ###-###-#### Attention: Marc A. Utay
			with a copy to:
			Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 Facsimile: (212)  ###-###-#### Attention: Paul D. Ginsberg, Esq.

	(iii)		if to any of the Regions Stockholders:
			Regions Bank 6200 Poplar Avenue Memphis, Tennessee 38119 Facsimile: (205)  ###-###-#### Attention: R. Alan Deer
			and to:
			Regions Financial Corporation 417 North 20th Street Birmingham, Alabama 35203 Facsimile: (205)  ###-###-#### Attention: R. Alan Deer
			with a copy to:
			Alston & Bird LLP 601 Pennsylvania Avenue, N.W. North Building, 10th Floor Washington, D.C. 20004-2601 Facsimile: (202)  ###-###-#### Attention: Frank M. Conner III
	(iv)		if to any Other Stockholder, at the address set forth on the signature page for such Stockholder.

Any party may by notice given in accordance with this Section 9.1 designate another address or person for receipt of notices hereunder. All such notices and communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier or overnight mail, if delivered by commercial courier service or overnight mail; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if sent via facsimile transmission.

     9.2 Amendment and Waiver.

          (a) No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the parties hereto at law, in equity or otherwise.

          (b) Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by any party from the terms of any provision of this Agreement,

shall be effective (i) only if it is made or given in writing and signed by the Clarion Stockholders holding Common Shares representing at least a majority of the aggregate number of Common Shares owned by all of the Clarion Stockholders and (ii) only in the specific instance and for the specific purpose for which made or given; provided, however, that that no such amendment, modification, supplement or waiver that adversely affects the rights of the Regions Stockholders as a group hereunder shall be made or given without the prior written consent of the holders of a majority of the Common Shares held by the Regions Stockholders voting as a group.

     9.3 Specific Performance. The parties hereto intend that each of the parties have the right to seek damages or specific performance in the event that any other party hereto fails to perform such party’s obligations hereunder. Therefore, if any party shall institute any action or proceeding to enforce the provisions hereof, any party against whom such action or proceeding is brought hereby waives any claim or defense therein that the plaintiff party has an adequate remedy at law.

     9.4 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

     9.5 Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.

     9.6 Entire Agreement. This Agreement, together with the exhibits and schedules hereto, is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or therein. This Agreement, together with the exhibits and schedules hereto, supersede all prior agreements and understandings between the parties with respect to the subject matter hereof.

     9.7 Term of Agreement. This Agreement shall become effective upon the execution hereof and shall terminate upon the earlier of (i) IPO Effectiveness Date and (ii) with respect to each Stockholder, when such Stockholder no longer owns any Shares; provided that, the provisions of Article IV (and the related provisions of Articles I and IX) shall survive the IPO Effectiveness Date.

     9.8 Variations in Pronouns. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require.

     9.9 GOVERNING LAW. THIS AGREEMENT AND ANY CLAIM OR CONTROVERSY HEREUNDER SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK

APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF, EXCEPT FOR MATTERS DIRECTLY IN THE PURVIEW OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE (THE “DGCL”), WHICH MATTERS SHALL BE GOVERNED BY THE DGCL.

     9.10 SUBMISSION TO JURISDICTION, WAIVER OF JURY TRIAL. EACH PARTY HERETO AGREES THAT IT SHALL BRING ANY ACTION OR PROCEEDING IN RESPECT OF ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTAINED IN OR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORT OR CONTRACT OR AT LAW OR IN EQUITY, EXCLUSIVELY IN (A) THE FEDERAL OR STATE COURTS LOCATED IN NEW YORK, NEW YORK OR (B) IN THE EVENT THAT SUCH COURT LACKS JURISDICTION TO HEAR THE CLAIM, IN THE FEDERAL OR STATE COURTS LOCATED IN WILMINGTON, DELAWARE (ANY SUCH COURT, THE “CHOSEN COURT”) AND (I) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE CHOSEN COURTS, (II) WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW ANY OBJECTION TO LAYING VENUE IN ANY SUCH ACTION OR PROCEEDING IN THE CHOSEN COURTS, (III) WAIVES ANY OBJECTION THAT ANY CHOSEN COURT IS AN INCONVENIENT FORUM OR DOES NOT HAVE JURISDICTION OVER ANY PARTY HERETO, (IV) IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A JURY TRIAL AND (V) AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY IN ANY SUCH ACTION OR PROCEEDING SHALL BE EFFECTIVE IF NOTICE IS GIVEN IN ACCORDANCE WITH SECTION 9.1 OF THIS AGREEMENT.

     9.11 Representation by Counsel. Each of the parties has been represented by and has had an opportunity to consult legal counsel in connection with the negotiation and execution of this Agreement. No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by any court or arbitrator or any Governmental Authority by reason of such party having drafted or being deemed to have drafted such provision.

     9.12 Rules of Construction. Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement.

     9.13 Further Assurances. Each of the parties shall, and shall cause their respective Affiliates to, execute such instruments and take such action as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

     9.14 Exercise of Management Stock Options. Unless determined otherwise by the Company, each holder of Common Stock Equivalents and/or Preferred Stock Equivalents issued under the Company Option Plan shall agree to be bound by the

terms of this Agreement as an Other Stockholder with respect to the shares of Common Stock and/or Preferred Stock to be received by such holder upon exercise thereof.

     9.15 Successors and Assigns. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs, legatees and legal representatives. This Agreement is not assignable except in connection with a transfer of Shares in accordance with this Agreement.

     9.16 Counterparts. This Agreement may be executed in one or more counterparts (by facsimile or otherwise), each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

* * *

          IN WITNESS WHEREOF, the undersigned have executed, or have cause to be executed, this Agreement on the date first written above.

Exhibit C-1 ¹

ACKNOWLEDGMENT AND AGREEMENT

     The undersigned wishes to receive from ___(“Transferor”) [___] shares par value $0.01 per share, of Common Stock (the “Shares”) of SOI Holdings, Inc., a Delaware corporation (the “Company”);

     The Shares are subject to that certain Stockholders Agreement, dated as of ___, 2005 (the “Agreement”), by and among the Company and certain stockholders of the Company named therein;

     The undersigned has been given a copy of the Agreement and afforded ample opportunity to read it, and the undersigned is thoroughly familiar with its terms;

     Pursuant to terms of the Agreement, the Transferor is prohibited from transferring such Shares and the Company is prohibited from registering the transfer of the Shares unless and until the recipient of such Shares acknowledges the terms and conditions of the Agreement and agrees to be bound thereby; and

     The undersigned wishes to receive such Shares and have the Company register the transfer of such Shares;

     NOW, THEREFORE, in consideration of the mutual premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and to induce the Transferor to transfer such Shares to the undersigned and the Company to register such transfer, the undersigned does hereby acknowledge and agree that (i) it, she or he has been given a copy of the Agreement and ample opportunity to read it, and the undersigned is thoroughly familiar with its terms, (ii) the Shares are subject to the terms and conditions set forth in the Agreement, and (iii) the undersigned does hereby agree fully to be bound thereby as [a “Clarion Stockholder”] [a “Regions Stockholder”] [an “Other Stockholder”] (as therein defined).

     This ___day of ___, 200[_].

Exhibit C-2 ²

ACKNOWLEDGMENT AND AGREEMENT

     The undersigned wishes to receive from SOI Holdings, Inc., a Delaware corporation (the “Company”), ___shares, par value $0.01 per share, of Common Stock or certain newly issued options, warrants or other rights to purchase shares of Common Stock (the “Shares”), of the Company;

     The Shares are subject to that certain Stockholders Agreement, dated as of ___, 2005 (the “Agreement”), by and among the Company and certain stockholders named therein;

     The undersigned has been given a copy of the Agreement and afforded ample opportunity to read it, and the undersigned is thoroughly familiar with its terms;

     Pursuant to terms of the Agreement, the Company is prohibited from issuing the Shares unless and until the recipient of such Shares acknowledges the terms and conditions of the Agreement and agrees to be bound thereby; and

     The undersigned wishes to receive such Shares;

     NOW, THEREFORE, in consideration of the mutual premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and to induce the Company to issue such Shares, the undersigned does hereby acknowledge and agree that (i) it, she or he has been given a copy of the Agreement and ample opportunity to read it, and the undersigned is thoroughly familiar with its terms, (ii) the Shares are subject to terms and conditions set forth in the Agreement, and (iii) the undersigned does hereby agree fully to be bound thereby as an “Other Stockholder” (as therein defined).

     This ___day of ___, 200[___].

Schedule 1

		No. of Shares				No. of Shares
Stockholders		of Common Stock				of Preferred Stock
SOI Investors LLC			249,750				249,750
Regions Bank			30,000				30,000

Schedule 2

		No. of Shares				No. of Shares
Management Stockholders		of Common Stock				of Preferred Stock
Gil Aleman			2,500.00				2,497.61
Sid Banack			1,351.35				1,350.06
Brad Black			337.84				337.52
Eldridge Bravo			1,081.08				1,080.05
Alex Carratala			67.57				67.50
Anthony Danon			5,405.41				5,400.25
Kerim Fidel			202.70				202.51
Carl Guidice			13,500.00				13,500.00
Pam Mallder			540.54				540.02
Mark McGhee			270.27				270.01
Raphael Reznek			2,027.03				2,025.09
Sarah Smith			405.41				405.02
Ken Williams			1,081.08				1,080.05
Michael Willson			3,378.38				3,375.15

Schedule 3

		No. of Shares				No. of Shares
Additional Stockholders		of Common Stock				of Preferred Stock
UPPER COLUMBIA CAPITAL COMPANY, LLC			6,750				6,750