EXECUTIVE PUT OPTION AGREEMENTExecutive Put Option Agreement • March 31st, 2008 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • New York
This Executive Put Option Agreement (this “Agreement”) is entered into on this 19th day of December, 2007 by and among James S. McElya (“McElya”), Cooper-Standard Holdings Inc. (f/k/a CSA Acquisition Corp.), a Delaware corporation (the “Company”), Cypress Merchant Banking Partners II L.P., a Delaware limited partnership (“Cypress Onshore”), Cypress Merchant B II C.V., a limited partnership formed under the laws of The Netherlands (“Cypress Offshore”), 55th Street Partners II L.P., a Delaware limited partnership (“55th Street”), Cypress Side-By-Side LLC, a Delaware limited liability company (“Side-by-Side” and, together with Cypress Onshore, Cypress Offshore and 55th Street, “Cypress”), GS Capital Partners 2000, L.P. (“Goldman Onshore”), GS Capital Partners 2000 Offshore, L.P. (“Goldman Offshore”), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG (“Goldman KG”), GS Capital Partners 2000 Employee Fund, L.P. (“Goldman Employee”) and Goldman Sachs Direct Investment Fund 2000, L.P. (“Gol
