STOCKHOLDERS? AGREEMENT OF COMPASS AC HOLDINGS, INC

Exhibit 10.11

STOCKHOLDERS’ AGREEMENT
OF
COMPASS AC HOLDINGS, INC.

          THIS STOCKHOLDERS’ AGREEMENT (the “Agreement” ) is made as of September 20, 2005, by and among Compass AC Holdings, Inc., a Delaware corporation (the “Company” ), Compass Advanced Partners, L.P., a Bahamian limited partnership ( “Compass” ), Madison Capital Funding LLC, a Delaware limited liability company ( “Madison” ), Allied Capital Corporation, a Maryland corporation ( “Allied” and, together with Madison, the “Institutional Investors” ), John Yacoub, an individual ( “John Yacoub” ), Ashraf Yacoub, an individual ( “Ashraf Yacoub” ), Dan Chouinard, an individual ( “Chouinard” ), Jim Hellmer, an individual ( “Hellmer” ), and Larry McQuinn, an individual ( “McQuinn” , and together with John Yacoub, Ashraf Yacoub, Chouinard and Hellmer, the “Management Stockholders” ), and the Additional Holders from time to time a party hereto.

RECITALS

          WHEREAS, Compass owns beneficially and of record 904,000 shares of the Company’s Series B Common Stock, $0.01 par value; and

          WHEREAS, Madison and Allied each own beneficially and of record 40,000 shares of the Company’s Series A Common Stock, $0.01 par value; and

          WHEREAS, the Management Stockholders own beneficially and of record 152,364 shares of the Company’s Series A Common Stock, $0.01 par value; and

          WHEREAS, Compass, the Institutional Investors and the Management Stockholders hold all of the issued and outstanding shares of capital stock of the Company, and desire to set forth certain rights, preferences, privileges, obligations and restrictions accorded to and imposed on the Stockholders.

          NOW, THEREFORE, in consideration of the forgoing recitals and the mutual promises herein contained, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

     Section 1. Definitions . Whenever used in this Agreement, the following terms shall have the following respective meanings:

          1.1. “Additional Holder” and “Additional Holders” mean the additional holder or holders, as the case may be, of Shares that become a party to this Agreement from time to time by signing an Additional Holder Signature Page in the form attached hereto as Exhibit A. Specifically excepted from this definition is any holder that is a successor-in-interest to all or some of the Shares held by Compass, notwithstanding that any successor-in-interest shall sign an Additional Holder Signature Page (any reference to Compass herein shall be a reference to any

and/or the benefit of one or more of his or her spouse or lineal descendants; (iii) a transfer by will or intestate succession to a Stockholder’s spouse or lineal descendants or such Stockholder’s executor, administrator or testamentary trustee for the benefit of one or more of such Stockholder’s spouse or lineal descendants; (iv) a transfer from a trust for the benefit of a Stockholder and/or one or more of his or her spouse or lineal descendants to such Stockholder’s spouse and/or lineal descendants; (v) a transfer to any members of the Board of Directors of the Company that are nominees of Compass; (vi) a transfer to any director, officer or employee of The Compass Group International LLC; (vii) a transfer to a Person in which a Compass Affiliate is directly or indirectly the beneficial owner of five percent or more of the equity securities of such Person, (viii) a transfer by Madison to The New York Life Insurance Company or any of its majority-owned subsidiaries, provided that Madison shall provide the Company with written notice of such transfer within sixty (60) days of the transfer, and (ix) a transfer by Allied to an Allied Affiliate with the prior written consent of Compass, which consent shall not be unreasonably withheld. The Shares transferred to any such permitted transferee shall remain subject to the provisions of this Agreement and such permitted transferee shall become a Stockholder for purposes of this Agreement. Every such transferee shall observe and comply with this Agreement and with all obligations and restrictions imposed hereby and shall, at the request of Compass or any Stockholder, execute an Additional Holder Signature Page.

          2.4. Drag Along/Tag Along Rights . Compass shall be permitted to sell, assign, convey, transfer, encumber or in any other manner dispose of any or all of the Shares held or owned by it, subject, however, (i) that Shares transferred to any person shall remain subject to the provisions of this Agreement and such transferee shall become a Stockholder for purposes of this Agreement and (ii) in the case of sales or other transfers for value, to the following restrictions:

          (a) Disposition Notice . If Compass proposes at any time to sell or otherwise transfer for value, whether in a single transaction or in a series of transactions, including any redemption or repurchase of Shares by the Company, but excluding Exempt Transfers, (i) in the context of Section 2.4(b) , substantially all of its Shares, or (ii) in the context of Section 2.4(c) , more than 5% of the then outstanding Shares of the Company (each a “Proposed Sale” ) to any person, Compass shall send written notice (the “Disposition Notice” ) to the other Stockholders specifying the identity and address of such person, the number of Shares to be sold, the proposed per Share sale price, the form of consideration to be paid, any other material terms and conditions of the Proposed Sale, and, for bona fide sales subject to Section 2.4(b), below, whether Compass is thereby exercising its Section 2.4(b) Drag Along Rights. The Disposition Notice shall be deemed effective with respect to each such Stockholder in accordance with Section 7.2 .

          (b) Drag Along Rights . In the event that the Proposed Sale is a bona fide sale or other bona fide transfer for value to a non-affiliated third party (a “Third Party Purchaser” ), Compass shall have the right to require each of the other Stockholders to sell, and each of the Stockholders hereby agrees to sell, an equal percentage of his Shares (the “Drag Along Right” ) to such Third Party Purchaser on the same terms and conditions, and at the same time as, the Proposed Sale. If Compass has by way of the Disposition Notice exercised its Drag Along Rights, then, promptly upon receipt of such Disposition Notice, each Stockholder (each a “Drag Along Stockholder” ) shall deliver to Compass (or such other person as may be agreed upon

between Compass and each such Drag Along Stockholder) to be held by Compass (or such other agreed upon person) in escrow for sale or return upon the terms of this Section 2.4 , the certificate or certificates representing the Shares to be sold pursuant to this Section 2.4(b) , duly endorsed or accompanied by executed stock powers, together with a limited power-of-attorney authorizing Compass to sell such Shares in accordance with the terms of this Section 2.4(b) . To the fullest extent of the law, the Stockholders and any Additional Holders expressly waive any appraisal rights conferred under the Delaware General Corporation Law.

          (c) Tag Along Rights . Upon receipt of any Disposition Notice from Compass, each of the other Stockholders shall have, as a condition to closing the Proposed Sale, the right to require (the “Tag Along Right”) that the same percentage of his or its Shares be sold as part of, and upon the same terms and conditions as, the Proposed Sale. The rights referred to in this Section 2.4(c) shall be exercised by written notice to Compass (the “Tag Along Notice” ). The Tag Along Notice shall only be deemed effective if received by Compass from the electing Stockholder (each a “Tag Along Stockholder”) within the period ending 30 days after the Disposition Notice was received by such Tag Along Stockholder. Promptly upon giving the Tag Along Notice, each Tag Along Stockholder shall deliver to Compass (or such other person as may be agreed upon between Compass and such Tag Along Stockholder) to be held by Compass (or such other person) in escrow for sale or return upon the terms of this Section 2.4(c) , the certificate or certificates representing his Shares to be sold as part of the Proposed Sale, duly endorsed or accompanied by executed stock powers, together with a limited power-of-attorney authorizing Compass to sell such Shares in accordance with the terms of this Section 2.4 .

          (d) Promptly upon the consummation of any Proposed Sale, and, in any event not later than 5 days after such consummation, Compass shall deliver to each Drag Along Stockholder or Tag Along Stockholder, as the case may be, the total sale price of his or its Shares sold as part of the Proposed Sale (after deduction of his proportionate share, based on number of Shares sold, of the reasonable out-of-pocket expenses associated with such Proposed Sale), together with evidence of the expenses associated with, and the completion and time of completion of, such Proposed Sale.

          (e) Notwithstanding anything herein to the contrary, Compass shall have 90 days from the date of receipt of any Disposition Notice during which to consummate the Proposed Sale to which such Disposition Notice relates. If, at the end of such 90 day period, Compass has not consummated the Proposed Sale, all certificates representing Shares delivered by either a Drag Along Stockholder or Tag Along Stockholder, as the case may be, to Compass for sale or other disposition as part of such Proposed Sale shall be returned to such Drag Along Stockholder or Tag Along Stockholder, as the case may be, and the transaction contemplated by the Proposed Sale shall be deemed to be a new Proposed Sale and shall again be subject to the provisions of this Section 2.4 .

          (f) Limitations .

          (i) Notwithstanding anything herein to the contrary, in the event that all of the Stockholders are required to provide any indemnities in connection with the Proposed Sale, each Stockholder shall not be liable for more than such Person’s pro rata share (based upon the amount of consideration received) of any liability for indemnity, and such liability shall not exceed (A) the total purchase price or consideration received by such Stockholder for such Person’s Shares in the Proposed Sale plus (B) such Stockholders’ pro rata share of any escrow established in connection with any such Proposed Sale.

          (ii) Notwithstanding anything herein to the contrary, the Institutional Investors shall only be obligated to make representations or warranties in any such Proposed Sale as to such Person’s (i) title and ownership of the Shares to be sold by such Person, including the absence of liens or encumbrances on such Shares, (ii) authorization, execution and delivery of the relevant documents by such Person, and (iii) the enforceability of the relevant documents against such Person.

          2.5. Expiration of Restrictions . All restrictions imposed pursuant to this Section 2 shall terminate:

          (a) at any time upon the written agreement of the Company and all the Stockholders then signatory to this Agreement as it may be amended or revised from time to time;

          (b) immediately upon the dissolution of the Company or the bankruptcy or insolvency of the Company;

          (c) immediately upon the closing of the first underwritten offering by the Company to the public pursuant to an effective registration statement under the Securities Act; provided that such registration statement covers the offer and sale of Common Stock of which the aggregate net proceeds attributable to sales for the account of the Company exceed $50,000,000; provi