8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

February 28, 2012

Date of Report (date of earliest event reported)

Standard Parking Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-50796	16-1171179
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

900 N. Michigan Avenue, Suite 1600

Chicago, Illinois 60611

(Address of Principal Executive Offices) (Zip Code)

(312) 274-2000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

Item 1.01. Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On February 28, 2012, Standard Parking Corporation, a Delaware corporation (“Standard”), KCPC Holdings, Inc., a Delaware corporation (“Central”) and the ultimate parent of Central Parking Corporation, a Tennessee corporation, Hermitage Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Standard (“Merger Sub”), and Kohlberg CPC Rep, L.L.C, in its capacity as the Stockholders’ Representative, entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for the merger of Merger Sub with and into Central, with Central surviving as a wholly-owned subsidiary of Standard (the “Merger”).

Pursuant to the Merger Agreement and subject to the terms and conditions thereof, at the effective time of the Merger, the stockholders of Central (the “Central Stockholders”) will, in aggregate, be entitled to receive 6,161,334 shares of common stock of Standard (“Standard Stock”), subject to reduction under specified circumstances as provided in the Merger Agreement (the “Stock Consideration”). In addition, each Central Stockholder will be entitled to receive a pro rata portion of $27 million of total cash consideration (subject to adjustment as provided in the Merger Agreement) to be paid on the third anniversary of the closing of the Merger, to the extent not used to satisfy the Central Stockholders’ indemnity obligations that may arise under the Merger Agreement (the “Cash Consideration” and together with the Stock Consideration, the “Merger Consideration.”)

The Merger Agreement contains customary representations, warranties and covenants of Standard and Central, including, among others, covenants of each of Standard and Central not to engage in certain significant actions without the prior written consent of the other party (e.g., declaring dividends and incurring additional indebtedness).

Pursuant to the Merger Agreement, the Central Stockholders have agreed to indemnify Standard for a number of items, including, among others, adverse consequences resulting from breaches of representations, warranties and covenants and certain identified liabilities. These indemnification obligations are in certain cases limited to claims that in the aggregate exceed a specified “deductible” amount and, in the aggregate, do not exceed a specified “cap” amount.

Additionally, the Merger Agreement provides that, immediately after the closing of the Merger, Standard will increase the size of Standard’s board of directors (the “Standard Board”) from five (5) to eight (8) members and will appoint individuals designated by the Stockholders’ Representative on behalf of the Central Stockholders to fill those vacancies. Following the Merger, the Stockholders’ Representative (as defined in the Merger Agreement), on behalf of the Central Stockholders, will continue to have rights to designate members to the Standard Board in accordance with the Merger Agreement.

The Merger Agreement and the other transactions contemplated by the Merger Agreement have been approved by each of the Standard Board, the board of directors of Central and the Central Stockholders. Additionally, pursuant to NASDAQ listing standards, which require stockholder approval prior to the issuance of securities in connection with the acquisition of stock of another company if the issuance would constitute more than 20% of the total number of shares of common stock outstanding before the issuance, the stockholders of Standard (the “Standard Stockholders”) must approve the issuance of Stock Consideration before the Merger and the other transactions contemplated by the Merger Agreement can be consummated.

Standard will hold a special meeting at which the Standard Stockholders will be asked to consider and vote upon the proposal to approve the issuance of the Stock Consideration in the Merger.

In addition to obtaining the approval of the Standard Stockholders as described above, the consummation of the Merger is subject to various closing conditions, including, among others, antitrust and other regulatory clearances and the consummation of the financing as discussed below.

The Merger Agreement also contains certain termination rights for both Standard and Central, and further provides that, upon termination of the Merger Agreement under specified circumstances, a party would be required to pay the other party’s fees and expenses in an amount not to exceed $6 million or, in one case, a termination fee of $7.5 million payable by Standard to Central.

The Merger Agreement provides that, on the closing date of the Merger, Standard will enter into a registration rights agreement (the “Registration Rights Agreement”) with the Central Stockholders which will require Standard to file a shelf registration statement, registering for public sale by the Central Stockholders the Standard Stock acquired by them at the closing of the Merger. The Registration Rights Agreement will also provide the Central Stockholders with piggyback registration rights with respect to underwritten public offerings that Standard may effect for its own account or for the benefit of other selling stockholders. A copy of the form of Registration Rights Agreement is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.

The Merger Agreement is attached to this Current Report on Form 8-K to provide the Standard Stockholders with information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about Standard in Standard’s public reports filed with the SEC. In particular, the Merger Agreement and the above summary of its terms are not intended to be, and should not be relied upon as, disclosures regarding any facts or circumstances relating to Standard, Central, their respective subsidiaries and affiliates or any other party. The representations and warranties contained in the Merger Agreement have been negotiated only for the purpose of the Merger Agreement and are intended solely for the benefit of the parties thereto. In many cases, these representations, warranties and covenants are subject to limitations agreed upon by the parties and are qualified by certain supplemental disclosures provided by the parties to one another in connection with the execution of the Merger Agreement. Furthermore, many of the representations and warranties in the Merger Agreement are the result of a negotiated allocation of contractual risk among the parties and, taken in isolation, do not necessarily reflect facts about Standard, Central, their respective subsidiaries and affiliates or any other party. Likewise, any references to materiality contained in the representations and warranties may not correspond to concepts of materiality applicable to investors or stockholders. Finally, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement and these changes may not be fully reflected in Standard’s public disclosures.

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

Closing Agreements

On February 28, 2012, Standard entered into Closing Agreements with the majority of the Central Stockholders. Under the Closing Agreements, the Central Stockholders have agreed, among other things, for a three year period following the closing of the Merger, to vote their shares of Standard Stock in accordance with the Standard Board’s recommendations or, in specified cases, in proportion to the votes made by the Standard Stockholders.

Additionally, the Closing Agreements provide that each Company Stockholder will be subject to a four-year “standstill period” following the closing of the Merger, during which each such Company Stockholder will not, among other things, (i) acquire any additional voting securities of Standard, (ii) seek or propose a merger, acquisition, tender offer or other extraordinary transaction with respect to Standard, (iii) call a meeting of the Standard Stockholders or initiate a stockholder proposal, or (iv) form a “group” with any person with respect to the securities of Standard.

The Closing Agreements also impose certain restrictive covenants on some of the Central Stockholders following the closing of the Merger, including, among others, (i) non-compete covenants, (ii) non-solicitation covenants, (iii) confidentiality obligations and (iv) non-disparagement requirements.

The other Company Stockholders will be required to execute similar Closing Agreements.

The foregoing description of the Closing Agreements does not purport to be complete and is qualified in its entirety by reference to the Closing Agreements, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.2—10.4 and incorporated by reference herein.

Commitment Letter

Bank of America, N.A., Wells Fargo Bank, N.A., and JPMorgan Chase Bank, together with certain other financial institutions (collectively, the “Lenders”), have provided a senior debt commitment letter and related joinders, each dated February 28, 2012, to provide Standard with $450 million in senior secured credit facilities consisting of (i) a $200 million five year revolving credit facility and (ii) a $250 million term loan facility. The proceeds from these borrowings will be used by Standard to finance in part the Merger, the costs and expenses related to the Merger and the ongoing working capital and other general corporate purposes of Standard. The obligations of the Lenders to provide the debt financing under the senior debt commitment letter is subject to a number of conditions which Standard believes are customary for financings of this type. The termination date for the commitments under the senior debt commitment letter is 180 days, subject to extension by the Lenders.

The foregoing description of the Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the Commitment Letter, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.5 and incorporated by reference herein.

Item 3.02. Unregistered Sale of Equity Securities.

The information required to be reported under this Item is incorporated by reference from Item 1.01 of this Current Report on Form 8-K.

The Stock Consideration will be issued in reliance upon an exemption from registration under federal securities laws provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder and exemption from registration under applicable state securities laws.

Each Company Stockholder has represented, or will represent, that such Company Stockholder is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, is financially sophisticated and is acquiring the Stock Consideration with “investment intent.”

Item 8.01. Other Events.

On February 29, 2012, Standard issued a press release regarding the Merger, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.2 and incorporated by reference herein.

Beginning on February 29, 2012, Standard is sending a message to employees regarding the Merger, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.3 and incorporated by reference herein.

Beginning on February 29, 2012, Standard is sending a letter to clients regarding the Merger, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.4 and incorporated by reference herein.

Beginning on February 29, 2012, Standard is sending a letter to customers regarding the Merger, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.5 and incorporated by reference herein.

Beginning on February 29, 2012, Standard is making available a Deal Fact Sheet regarding the Merger, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.6 and incorporated by reference herein.

Beginning on February 29, 2012, Standard is making available to its investors questions and answers regarding the Merger, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.7 and incorporated by reference herein.

Beginning on February 29, 2012, Standard is making available to its employees questions and answers regarding the Merger, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.8 and incorporated by reference herein.

Beginning on February 29, 2012, Standard is making available to its clients questions and answers regarding the Merger, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.9 and incorporated by reference herein.

Beginning on February 29, 2012, Standard is making available to its customers questions and answers regarding the Merger, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.10 and incorporated by reference herein.

Beginning on February 29, 2012, Standard is using investor presentation slides during calls with Standard’s investors, stockholders, brokers and other parties interested in the Merger, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.11 and incorporated by reference herein.

The items set forth above in this Item 8.01 (other than the message to employees and Employee-FAQ) are also being posted on Standard’s transaction specific website at www.standardparkingevolution.com.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K, including the exhibits hereto, contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding expected cost synergies and other anticipated benefits of the proposed merger of Standard and Central, the expected future operating results of the combined company, the expected timing of completion of the merger and the other expectations, beliefs, plans, intentions and strategies of Standard. Standard has tried to identify these statements by using words such as “expect,” “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project” and “will” and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. These forward-looking statements are made based on management's expectations and beliefs concerning future events and are subject to uncertainties and factors relating to operations and the business environment, all of which are difficult to predict and many of which are beyond management's control. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, but not limited to, the following: the risk that the proposed business combination transaction is not completed on a timely basis or at all; the ability to integrate Central into the business of Standard successfully and the amount of time and expense spent and incurred in connection with the integration; the risk that the economic benefits, cost savings and other synergies that Standard anticipates as a result of the transaction are not fully realized or take longer to realize than expected; the risk that Standard or Central may be unable to obtain antitrust or other regulatory clearance required for the transaction, or that required antitrust or other regulatory clearance may delay the transaction or result in the imposition of conditions that could adversely affect the operations of the combined company or cause the parties to abandon the transaction; intense competition; the loss, or renewal on less favorable terms, of management contracts and leases; and changes in general economic and business conditions or demographic trends.

For a detailed discussion of factors that could affect Standard’s future operating results, please see Standard’s filings with the Securities and Exchange Commission (the “SEC”), including the disclosures under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, Standard undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances, future events or for any other reason.

Additional Information

Standard intends to file with the SEC a proxy statement and other relevant materials in connection with the proposed business combination transaction referenced in this Current Report on Form 8-K. Before making any voting decision with respect to the proposed transaction, the Standard Stockholders are urged to read the proxy statement when it becomes available, and as it may be amended from time to time, because it will contain important information regarding the proposed transaction. The Standard Stockholders may obtain a free copy of the proxy statement and other relevant materials (when available), and other documents filed by Standard with the SEC at the SEC’s website at http://www.sec.gov. In addition, copies of the proxy statement, when available, will be provided free of charge by Standard to the Standard Stockholders. Additional requests for proxy statements and other relevant materials should be directed to Standard Parking, Investor Relations, 900 N. Michigan Ave., Chicago, IL 60611 or by email at investor_relations@standardparking.com.

Participants in the Solicitation of Proxies

Standard and Central and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the Standard Stockholders with respect to the proposed transaction. Any interests of the executive officers and directors of Standard and Central in the proposed transaction will be described in the proxy statement, when it becomes available. For additional information about Standard’s executive officers and directors, see Standard’s proxy statement filed with the SEC on March 28, 2011.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Agreement and Plan of Merger, dated February 28, 2012, by and among Standard Parking Corporation, Hermitage Merger Sub, Inc., KCPC Holdings, Inc. and Kohlberg CPC Rep., L.L.C. The schedules and exhibits to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K but will be provided supplementally to the SEC upon request.

10.2 The Closing Agreements, dated February 28, 2012, between Standard Parking Corporation and each of Lubert-Adler Real Estate Fund V, L.P. and Lubert-Adler Real Estate Parallel Fund V, L.P.

10.3 The Closing Agreements, dated February 28, 2012, between Standard Parking Corporation and each of Kohlberg Investors V, L.P., Kohlberg TE Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P. and KOCO Investors V, L.P.

10.4 The Closing Agreements, dated February 28, 2012, between Standard Parking Corporation and each of Versa Capital Fund I, L.P. and Versa Capital Fund I Parallel, L.P.

10.5 Commitment Letter, dated February 28, 2012, by and among Standard Parking Corporation, Bank of America, N.A., Wells Fargo Bank, N.A., JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, together with the joinders thereto.

99.1 Form of Registration Rights Agreement

99.2 Press Release issued by Standard Parking Corporation on February 29, 2012

99.3 Message to Standard Parking Corporation Employees

99.4 Letter to Standard Parking Corporation Clients

99.5 Letter to Standard Parking Corporation Customers

99.6 Deal Fact Sheet

99.7 Standard Parking Corporation Investor – FAQs

99.8 Standard Parking Corporation Employee – FAQs

99.9 Standard Parking Corporation Client – FAQs

99.10 Standard Parking Corporation Customer – FAQs

99.11 Investor Presentation Slides

SIGNATURE

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

	Standard Parking Corporation
Date: February 29, 2012	/s/ G. MARC BAUMANN
	G. Marc Baumann Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Agreement and Plan of Merger, dated February 28, 2012, by and among Standard Parking Corporation, Hermitage Merger Sub, Inc., KCPC Holdings, Inc. and Kohlberg CPC Rep., L.L.C. The schedules and exhibits to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K but will be provided supplementally to the SEC upon request.
10.2	The Closing Agreements, dated February 28, 2012, between Standard Parking Corporation and each of Lubert-Adler Real Estate Fund V, L.P. and Lubert-Adler Real Estate Parallel Fund V, L.P.
10.3	The Closing Agreements, dated February 28, 2012, between Standard Parking Corporation and each of Kohlberg Investors V, L.P., Kohlberg TE Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P. and KOCO Investors V, L.P.
10.4	The Closing Agreements, dated February 28, 2012, between Standard Parking Corporation and each of Versa Capital Fund I, L.P. and Versa Capital Fund I Parallel, L.P.
10.5	Commitment Letter, dated February 28, 2012, by and among Standard Parking Corporation, Bank of America, N.A., Wells Fargo Bank, N.A., JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, together with the joinders thereto.
99.1	Form of Registration Rights Agreement
99.2	Press Release issued by Standard Parking Corporation on February 29, 2012
99.3	Message to Standard Parking Corporation Employees
99.4	Letter to Standard Parking Corporation Clients
99.5	Letter to Standard Parking Corporation Customers
99.6	Deal Fact Sheet
99.7	Standard Parking Corporation Investor – FAQs
99.8	Standard Parking Corporation Employee – FAQs
99.9	Standard Parking Corporation Client – FAQs
99.10	Standard Parking Corporation Customer – FAQs
99.11	Investor Presentation Slides

EX-10.1

Exhibit 10.1

Execution Version

AGREEMENT AND PLAN OF MERGER,

DATED AS OF

FEBRUARY 28, 2012,

BY AND AMONG

KCPC HOLDINGS, INC.,

STANDARD PARKING CORPORATION,

HERMITAGE MERGER SUB, INC.

AND

THE STOCKHOLDERS’ REPRESENTATIVE

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS	2
ARTICLE 2 THE MERGER	20
2.1 The Merger	20
2.2 Effective Time	20
2.3 Effects of the Merger	20
2.4 Certificate of Incorporation; By-laws; Directors and Officers	21
ARTICLE 3 EFFECT OF THE MERGER ON CAPITAL STOCK	21
3.1 Effect of the Merger on Capital Stock	21
3.2 Surrender and Payment	22
3.3 Dissenting Shares	23
3.4 Withholding Rights	24
3.5 Lost Certificates	24
3.6 Treatment of Company Options	24
3.7 Cash Consideration	24
3.8 Closing Schedules	25
3.9 Tax Consequences	26
ARTICLE 4 REPRESENTATIONS AND WARRANTIES CONCERNING THE TARGET COMPANIES	26
4.1 Authorization; Execution and Validity	26
4.2 Approvals; No Conflicts	27
4.3 Organization	27
4.4 Capitalization	28
4.5 Financial Statements	29
4.6 Absence of Undisclosed Liabilities	30
4.7 Assets	30
4.8 Contracts	31
4.9 Real Property	33
4.10 Litigation	35
4.11 Compliance with Laws	35
4.12 Intellectual Property	35
4.13 Conduct of Business	37
4.14 Insurance	39
4.15 Permits	40
4.16 Employee Benefit Plans	40
4.17 Affiliate Transactions	42
4.18 Environment	43
4.19 Employees; Labor Relations	44
4.20 Workers’ Compensation	45
4.21 Taxes	45
4.22 Accounts Receivable and Accounts Payable	48
4.23 Vendors	49

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4.24 Bank Accounts; Powers of Attorney	49
4.25 Brokers’ or Finders’ Fees	49
4.26 Corporate Names; Business Locations	49
4.27 Disclosure Documents	50
4.28 Foreign Corrupt Practices	50
4.29 Takeover Statutes; No Rights Agreement	50
4.30 No Other Representation	51
ARTICLE 5 REPRESENTATIONS AND WARRANTIES CONCERNING PARENT AND MERGER SUB	51
5.1 Authorization	51
5.2 Approvals; No Conflicts	52
5.3 Organization	53
5.4 Capitalization	53
5.5 Parent SEC Documents	54
5.6 Financial Statements	56
5.7 Absence of Undisclosed Liabilities	56
5.8 Conduct of Business	56
5.9 Financing	56
5.10 Solvency	57
5.11 Opinion of Financial Advisor	57
5.12 Litigation	57
5.13 Disclosure Documents	58
5.14 Valid Issuance	58
5.15 Takeover Statutes; No Rights Agreement	58
5.16 Compliance with Laws	59
5.17 Contracts	59
5.18 Intellectual Property	59
5.19 Employee Benefit Plans	60
5.20 Taxes	61
5.21 Environmental	63
5.22 Brokers’ or Finders’ Fees	64
5.23 No Other Representation	64
ARTICLE 6 OTHER AGREEMENTS AND COVENANTS	64
6.1 Conduct of Business	64
6.2 Access	65
6.3 Non-Negotiation	66
6.4 Affiliate Transactions	67
6.5 Preparation of Proxy Statement; Stockholder Meetings	67
6.6 Company Stockholder Written Consent; Merger Sub Stockholder Written Consent	69
6.7 Parent Stockholders’ Meeting	70
6.8 Efforts to Close; Regulatory and Other Authorizations; Consents	71
6.9 Notices of Certain Events	72
6.10 Tax Matters	74
6.11 Indemnification of Officers and Directors	80

ii

6.12 Parent Board Designees	80
6.13 Financing	83
6.14 Insurance Matters	85
6.15 Holding Company Financial Statements	85
6.16 Quarterly Financial Statements	86
6.17 Monthly Financial Statements and Statement of Net Debt	86
6.18 Material Letters Regarding Financial Statements	87
6.19 Listing of Parent Common Stock	87
6.20 Owned Real Property	87
6.21 Propco Taxes	87
6.22 Propco Guaranty	88
6.23 Closing Agreements	89
6.24 Bodenhamer Agreements	89
ARTICLE 7 CONDITIONS PRECEDENT TO THE CLOSING; TERMINATION	89
7.1 Mutual Conditions Precedent to Obligations of Parent and the Company	89
7.2 Conditions Precedent to Obligations of Parent	90
7.3 Conditions Precedent to Obligations of the Company	91
7.4 Termination	92
ARTICLE 8 CLOSING	95
8.1 Time and Place	95
8.2 Deliveries of the Company	95
8.3 Deliveries of Parent	96
ARTICLE 9 INDEMNIFICATION	97
9.1 Indemnification of Parent	97
9.2 Indemnification of Company Stockholders	99
9.3 Certain Limitations	99
9.4 Indemnification Procedure	100
9.5 Materiality Qualifiers	102
9.6 Investigation	102
9.7 Payment	103
9.8 Adjustment to Merger Consideration	105
9.9 Exclusive Remedy	105
9.10 Adjustments to the Net Debt and Working Capital Threshold and Base Cash Amount	105
9.11 Identified Dispute Adjustment	105
ARTICLE 10 MISCELLANEOUS	105
10.1 Successors and Assigns; Assignment	105
10.2 Notices	106
10.3 Modification	109
10.4 Confidentiality	109
10.5 Time is of the Essence	110
10.6 Exhibits and Schedules	110
10.7 Entire Agreement	110

iii

10.8 Severability	110
10.9 Rules of Construction	110
10.10 Binding Effect	111
10.11 Choice of Law	111
10.12 Disputes	111
10.13 Survival of Covenants	114
10.14 No Third Party Beneficiaries	114
10.15 Counterparts	114
10.16 Electronic Execution and Delivery	114
10.17 Specific Performance	115
10.18 Expenses	115
10.19 Adjustments	115
10.20 Stockholders’ Representative	116

EXHIBITS

Exhibit A-1	Form Closing Agreement (Kohlberg)
Exhibit A-2	Form Closing Agreement (Versa)
Exhibit A-3	Form Closing Agreement (Lubert-Adler)
Exhibit A-4	Form Closing Agreement (Other Stockholders)
Exhibit B	Certificate of Incorporation of the Surviving Corporation
Exhibit C	Form Company Closing Schedule
Exhibit D	Financial Statements
Exhibit E	Financing Letter
Exhibit F	Form Registration Rights Agreement

SCHEDULES

Schedule A	Closing Agreement Parties
Schedule B	Company Net Working Capital
Schedule C	Divestitures
Schedule D	Board Designees
Schedule E	Description of Propco Sales
Schedule F	Description Restructuring
Schedule G	Company Indemnified Items
Schedule G-1	Indemnified Item #6
Schedule H	Tax Restructuring
Schedule I	Covered Refunds

iv

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of February 28, 2012, by and among (i) KCPC Holdings, Inc., a Delaware corporation (the “Company”), (ii) Standard Parking Corporation, a Delaware corporation (the “Parent”), (iii) Hermitage Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and (iv) Kohlberg CPC Rep, L.L.C., a Delaware limited liability company, solely in its capacity as the Stockholders’ Representative hereunder.

RECITALS

A. The parties hereto intend that Merger Sub be merged with and into the Company, with the Company surviving the Merger on the terms and subject to the conditions set forth herein.

B. In the Merger, upon the terms and subject to the conditions of this Agreement, each share of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) and preferred stock, par value $0.01 per share, of the Company (the “Company Preferred Stock”) will be converted into the right to receive shares of Parent Common Stock in accordance with Article 3.

C. The Board of Directors of the Company (the “Company Board”) has unanimously (i) determined that it is in the best interests of the Company and the Company Stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend adoption of this Agreement by the Company Stockholders.

D. The Company will promptly after the execution of this Agreement and in any event no later than 11:59 p.m. (Eastern Time) on the date of this Agreement, submit this Agreement to the Company Stockholders for the purpose of approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger.

E. No later than 11:59 p.m. (Eastern Time) on the date of this Agreement, the Company shall deliver to Parent the Company Stockholder Written Consent (as defined herein) from Company Stockholders holding at least 94% of the outstanding shares of Company Common Stock as of the time of such delivery.

F. The Board of Directors of Parent (the “Parent Board”) has unanimously (i) determined that it is in the best interests of Parent and the Parent Stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved, subject to the terms and conditions set forth in this Agreement, to recommend adoption of this Agreement by the Parent Stockholders.

G. The Board of Directors of Merger Sub (the “Merger Sub Board”) has unanimously (i) determined that it is in the best interests of Merger Sub and the Merger Sub Stockholder, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend adoption of this Agreement by the Merger Sub Stockholder.

H. Merger Sub will promptly after the execution of this Agreement and in any event no later than 11:59 p.m. (Eastern Time) on the date of this Agreement, submit this Agreement to the Merger Sub Stockholder for the purpose of approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger.

I. No later than 11:59 p.m. (Eastern Time) on the date of this Agreement, Merger Sub shall deliver to the Company the Merger Sub Stockholder Written Consent (as defined herein) from the Merger Sub Stockholder holding 100% of the outstanding shares of Merger Sub Common Stock as of the time of such delivery.

J. In order to induce Parent to enter into this Agreement and to cause the Merger to be consummated, the Company Stockholders listed on Schedule A are executing closing agreements substantially in the applicable form included in Exhibits A-1, A-2, A-3 and A-4 attached hereto concurrently with the execution and delivery of this Agreement (each, a “Closing Agreement”).

K. The parties desire to make certain representations, warranties, covenants and agreements in connection with the Merger and the transactions contemplated by this Agreement and also to prescribe certain conditions to the Merger.

AGREEMENT

In consideration of the mutual covenants of the parties as hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

In addition to the capitalized terms defined elsewhere in this Agreement, the following capitalized terms shall have the meanings specified in this Article 1.

“Accounting Firm” has the meaning set forth in Section 6.10(i).

“Additional Cash Consideration” has the meaning set forth in Section 3.7(b).

“Adverse Consequences” means any and all Liabilities, obligations, assessments, losses, costs, damages, deficiencies, judgments, Taxes, fines or expenses (whether or not arising out of third party claims), including interest, penalties, reasonable fees and expenses of attorneys, accountants and other consultants and experts and commercially reasonable amounts paid in investigation, defense or settlement of any of the foregoing and excluding (i) any punitive or special damages, except to the extent such damages are payable to a third party, and (ii) any consequential damages or damages for lost profits, in either case, which were not reasonably foreseeable as of the date hereof by the party required to pay such damages.

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“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person. As used in this definition, the term “control” means the possession, directly or indirectly, of any other power to direct or cause the direction of the management and policies of such a Person, whether through ownership of voting securities, by contract or otherwise. Notwithstanding anything to the contrary contained herein, the term “Affiliate” with respect to any Company Stockholder shall not include (i) funds managed by the same investment manager as such Company Stockholder and (ii) portfolio companies of such Company Stockholder.

“Affiliate Transaction” has the meaning set forth in Section 4.17.

“Affiliated Group” means an affiliated group as defined in Section 1504 of the Code (or analogous combined, consolidated or unitary group defined under state, local or foreign Income Tax law).

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

“Aggregate Number of Company Common Shares Currently Outstanding” means the number of shares of Company Common Stock held by all Company Stockholders immediately prior to the Effective Time.

“Aggregate Number of Company Preferred Shares Currently Outstanding” means the number of shares of Company Preferred Stock held by all Company Stockholders immediately prior to the Effective Time.

“Aggregate Number of Parent Shares Being Issued in Total” means 6,161,334 shares of Parent Common Stock; provided, that if the Closing Share Value is greater than $24.27 per share at the Closing, then the Aggregate Number of Parent Shares Being Issued in Total shall mean a number of shares of Parent Common Stock equal to (i) $149,535,576, divided by (ii) the Closing Share Value.

“Aggregate Number of Parent Shares Being Issued to Common Holders” means a number of shares of Parent Common Stock equal to (i) the Aggregate Number of Parent Shares Being Issued in Total, minus (ii) the Aggregate Number of Parent Shares Being Issued to Preferred Holders.

“Aggregate Number of Parent Shares Being Issued to Preferred Holders” means a number of shares of Parent Common Stock equal to (i) $11,200,000, divided by (ii) the Closing Share Value.

“Annual Holding Company Financial Statements” has the meaning set forth in Section 6.15.

“Base Cash Amount” means Twenty Seven Million Dollars ($27,000,000.00), as adjusted pursuant to Section 9.10.

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“Board Designee” has the meaning set forth in Section 6.12(a).

“Books and Records” means all books and records of the Target Companies, including all records, files, papers, sales and purchase correspondence, books of account and financial and employment records, whether in tangible or digital form.

“Breaching Party” has the meaning set forth in Section 9.6.

“Business” means the business of the Target Companies, as currently conducted.

“Business Day” means a day other than Saturday, Sunday or a public holiday on which banks are authorized or required to be closed under the laws of the State of New York.

“Cash and Cash Equivalents” means, as of any given time, all cash and cash equivalents determined in accordance with GAAP as of such time, which, for avoidance of doubt, shall include cash on hand, cash in banks, short-term highly liquid investments with maturities of three months or less, deposits in transit, and issued but uncleared checks and drafts and shall exclude any restricted cash, any Propco Cash and any book overdraft balances resulting from zero balance type accounts.

“Cash Consideration” has the meaning set forth in Section 3.7.

“Cash Consideration Due Date” means the three (3) year anniversary of the Closing Date.

“Cash Consideration Shortfall Amount” has the meaning set forth in Section 9.7(c)(iii).

“Cash or Stock Election” has the meaning set forth in Section 9.7(c)(ii).

“Certificate of Merger” has the meaning set forth in Section 2.2.

“Change in Recommendation” has the meaning set forth in Section 6.7(c).

“Change of Control” shall mean (i) any event (including any merger, recapitalization or other sale, in one transaction or a series of related transactions) which results in, immediately after giving effect thereto, any Person (or group of Persons acting in concert), other than the Company Stockholders or their Affiliates, owning a majority of the voting power of the capital stock of Parent entitled to vote generally in the election of members of the Parent Board, or (ii) the sale of all or substantially all of the assets (in one transaction or a series of related transactions) of Parent and its Subsidiaries (taken as a whole) to any Person (or group of Persons acting in concert) other than the Company Stockholders or their Affiliates.

“Claimed Amount” has the meaning set forth in Section 3.7(d).

“Closing” has the meaning set forth in Section 8.1.

“Closing Agreement” has the meaning set forth in the recitals.

“Closing Date” has the meaning set forth in Section 8.1.

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“Closing Share Value” shall mean the arithmetic average of the VWAP of the Parent Common Stock on each of the twenty (20) consecutive trading days immediately preceding the third trading day prior to the Closing Date.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Net Debt and Working Capital” shall mean (i) the Company Net Debt as of the Effective Time, plus (ii) the absolute value of the Company Net Working Capital as of the Effective Time.

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

“Company Board” has the meaning set forth in the recitals.

“Company Board Recommendation” has the meaning set forth in Section 6.6(b).

“Company Certificate” has the meaning set forth in Section 3.1(b)(iii).

“Company Closing Schedule” has the meaning set forth in Section 3.8.

“Company Charter” means that certain Second Amended and Restated Certificate of Incorporation of the Company, as amended.

“Company Common Stock” has the meaning set forth in the recitals.

“Company Common Stock Closing Consideration Per Share” means a number of shares of Parent Common Stock equal to (i) the Aggregate Number of Parent Shares Being Issued to Common Holders, divided by (ii) Aggregate Number of Company Common Shares Currently Outstanding.

“Company Common Stockholders” means the holders of Company Common Stock.

“Company Indemnified Items Schedule” has the meaning set forth in Section 9.1(c).

“Company Disclosure Letter” means the Company Disclosure Letter attached hereto, dated as of the date hereof, delivered by the Company to Parent and Merger Sub in connection with this Agreement.

“Company Indemnified Parties” has the meaning set forth in Section 9.2.

“Company Intellectual Property” means the Registered Intellectual Property, the Owned Intellectual Property and other material Intellectual Property which is licensed to or which the Target Companies otherwise have the right to use.

“Company Intermediate Holdings” means KCPC Intermediate Holdings, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of the Company.

“Company Letters of Credit” shall mean any letters of credit of the Target Companies, whether drawn or not.

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“Company Net Debt” means, at any given time, the (a) aggregate amount of outstanding Indebtedness of the Target Companies at such time (other than (i) Indebtedness referred to on the Company Indemnified Items Schedule and (ii) the aggregate outstanding amount of any Company Letters of Credit), less (b) the Cash and Cash Equivalents of the Target Companies at such time. For avoidance of doubt (y) Indebtedness includes interest payable and deferred financing cost payable and (z) Cash and Cash Equivalents do not include restricted cash or Propco Cash.

“Company Net Working Capital” means, as of any given time (i) those current assets of the Target Companies of a type reflected in the items listed on Schedule B as of such time, less (ii) those current liabilities of the Company of a type reflected in the items listed on Schedule B as of such time, after taking into account the adjustment or exclusion items indicated on Schedule B as of such time; provided, that (a) in each case the accounts set forth on Schedule B shall be determined in accordance with GAAP, in the manner such accounts were determined and recorded in the Intermediate Financial Statements and (b) in no event shall (i) any item included in determining Company Net Debt be included in determining Company Net Working Capital and (ii) any item accounted for in the Company Indemnified Items Schedule be included in determining Company Net Working Capital (except, in the case of Indemnified Items other than Indemnified Items #7 and #9 on the Company Indemnified Items Schedule, for the applicable deductible (if any) for such item set forth on the Company Indemnified Items Schedule).

“Company Optionholder” means each holder of Company Options.

“Company Options” means options, warrants or other rights exercisable or exchangeable for Company Stock as required to be set forth in Section 4.4(b) of the Company Disclosure Letter.

“Company Plan Affiliate” means the Target Companies, their predecessors, and any other Person, who constitutes, has constituted, is required to be aggregated in, or has been required to be aggregated in, all or part of a controlled group or has been or is under common control with, or whose employees were or are treated as employed by, any of the Target Companies or any of their predecessors within the immediately preceding five (5) years, under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.

“Company Preferred Stock” has the meaning set forth in the recitals.

“Company Preferred Stock Closing Consideration Per Share” means a number of shares of Parent Common Stock equal to (i) the Aggregate Number of Parent Shares Being Issued to Preferred Holders, divided by (ii) Aggregate Number of Company Preferred Shares Currently Outstanding.

“Company Stock” means Company Common Stock and Company Preferred Stock.

“Company Stockholder Approval” has the meaning set forth in Section 4.1(d).

“Company Stockholder Merger Consideration” has the meaning set forth in Section 9.3(h).

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“Company Stockholder Written Consent” has the meaning set forth in Section 6.6(a).

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

“Company’s Knowledge” or any similar phrase, means (i) the actual knowledge of any of the following individuals: James Marcum, Lucinda (Cindy) Baier, James Bond, Eric Ingram, Robert Ostrov, Rick West, Sandi Chamberlain and Bill Bodenhamer or (ii) the existence or absence of such facts or circumstances of which any such individual would be aware after reasonable due inquiry.

“Confidentiality Agreement” has the meaning set forth in Section 10.7.

“Contracts” means any contracts, commitments, purchase orders, mortgages, instruments, indentures, sales orders, licenses, leases and other agreements or arrangements, whether written or oral, in each case which are legally binding, and to which any of the Target Companies or Parent, as applicable, is a party or by which any of the Target Companies or Parent, as applicable, or any of their respective assets are bound or subject.

“Covered Refunds” means the Tax refunds set forth, in each case up to the corresponding amount set forth, on Schedule I hereof, but only to the extent such Tax refunds are not taken into account in the determination of Company Net Working Capital as of the Effective Time, and excluding any Tax refund included in the Income Tax receivable recorded on the Financial Statements in the amount of $5,789,000.

“Covered Tax Returns” has the meaning set forth in Section 6.10(a)(i).

“D&O Insurance” has the meaning set forth in Section 6.11(a).

“De Minimis Acquisitions” has the meaning set forth in Section 6.3(b).

“Deductible” has the meaning set forth in Section 9.3(b).

“Deduction Election” has the meaning set forth in Section 9.7(c)(ii).

“DGCL” means the General Corporation Law of the State of Delaware, as amended.

“Dispute Notice” has the meaning set forth in Section 6.21(b).

“Dissenting Shares” has the meaning set forth in Section 3.3.

“Draft Holding Company Financial Statements” has the meaning set forth in Section 4.5(a)(ii).

“EDGAR” has the meaning set forth in Section 5.5(a).

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“Effective Time” has the meaning set forth in Section 2.2.

“Employee Benefit Plan” means any of the following (whether written or unwritten) which any of the Target Companies sponsors, maintains, makes contributions to, or with respect to which such entity has any other Liability (contingent or otherwise): (A) any employee welfare benefit plan, as defined in Section 3(1) of ERISA, including any medical plan, life insurance plan, short-term or long-term disability plan, dental plan, severance plan, or sick leave plan; (B) any “employee pension benefit plan,” as defined in Section 3(2) of ERISA, including any excess benefit, top hat or deferred compensation plan or any nonqualified deferred compensation or retirement plan or arrangement or any qualified defined contribution or defined benefit plan or (C) any other material plan, policy, program, arrangement or agreement which provides employee benefits or benefits to any current or former employee, dependent, beneficiary, director, independent contractor or like person, including any severance agreement or plan, paid time off program, material fringe benefit plan or program, bonus or incentive plan, equity appreciation, stock option, restricted stock, phantom stock, stock bonus or deferred bonus or compensation plan, or salary reduction, change-of-control or employment agreement.

“Enforceability Exceptions” means, with respect to enforcement of the terms and provisions of this Agreement or any Transaction Document, (i) the effect of any applicable Law of general application relating to bankruptcy, reorganization, insolvency, moratorium or similar Law affecting creditors’ rights or relief of debtors generally and (ii) the effect of general principles of equity, including general principles of equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether enforceability is considered in a proceeding in equity or at law).

“Environmental Requirements” means any Law that is related to (i) pollution, contamination, cleanup, preservation, protection, reclamation or remediation of the environment, (ii) health or safety as contemplated by the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.) (“OSHA”), (iii) any Hazardous Material, including (A) the investigation, study, assessment, testing, monitoring, containment, removal, remediation, response, cleanup, abatement, prevention, control or regulation of any Release or threatened Release of any Hazardous Material or (B) the management of any Hazardous Material, including the manufacture, generation, formulation, processing, labeling, use, treatment, handling, storage, disposal, transportation, distribution, re-use, recycling or reclamation of any Hazardous Material; and includes but is not limited to the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6091 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Clean Water Act (33 U.S.C. § 7401 et seq.), OSHA, the Toxic Substance Control Act (15 U.S.C. § 2601 et seq.), and the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984 (42 U.S.C. § 6901 et seq.).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

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“Existing Litigation Matters” has the meaning set forth in Section 9.4(c).

“Expense Cap” means, as of a given date, an amount equal to Three Million Dollars ($3,000,000) plus (if such date is after June 30, 2012) an amount equal to (i) the number of months by which such date follows June 30, 2012, multiplied by (ii) Seven Hundred Fifty Thousand Dollars ($750,000) (prorated for any partial months); provided, however, that in no event shall the Expense Cap exceed Six Million Dollars ($6,000,000).

“Facility” means a parking garage, parking lot or other structure or facility that is subject to a Facility Contract.

“Facility Contract” means a management contract or lease which grants a Person the right to operate a parking facility.

“FIN 48 Tax Positions” has the meaning set forth in Section 4.5(e).

“Financial Statements” has the meaning set forth in Section 4.5(a).

“Financing” has the meaning set forth in Section 5.9.

“Financing Letter” has the meaning set forth in Section 5.9.

“Financing Sources” has the meaning set forth in Section 6.13(a).

“Fundamental Representations” has the meaning set forth in Section 9.3(a).

“GAAP” means U.S. generally accepted accounting principles, consistently applied.

“Governmental Approvals” has the meaning set forth in Section 6.8(b).

“Governmental Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country, or any domestic or foreign state, province, county, city, other political subdivision or any other similar body or organization exercising similar powers or authority.

“Gross Profit” shall have the meaning ascribed to such term in the Form 10-K of Parent for the year ended December 31, 2010.

“Hazardous Material” means (i) hazardous substances, as defined by the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601 et seq.); (ii) hazardous wastes, as defined by the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.); (iii) petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure; (iv) radioactive material, including any source, special nuclear, or by-product material as defined in (42 U.S.C. §2011 et seq.); (v) asbestos that is friable or reasonably likely to become friable; (vi) polychlorinated biphenyls; and (vii) other material, substance or waste to which liability or standards of conduct may be imposed, or which requires or may require investigation, in each case under any applicable Environmental Requirements.

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“Holding Company Financial Statements” has the meaning set forth in Section 6.15.

“Holding Vehicle” has the meaning set forth in Schedule F.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations under such Act.

“Income Tax” means any federal, state, local, or non-U.S. income Tax and any other Tax (i) imposed on, measured by or determined with reference to, net income, gross receipts, gains or profits, or (ii) imposed on, or with reference to, multiple bases including net income, gross receipts, gains or profits, including any interest, penalty, or addition thereto, whether disputed or not; excluding, however, in each case any sales and use taxes and any parking taxes.

“Income Tax Return” means any Tax Return relating to Income Taxes.

“Indebtedness” means, with respect to any Person, without duplication, (i) the current and long-term portions (whether current or funded, secured or unsecured) of any amount owed by such Person in respect of (a) borrowed money, (b) capitalized lease obligations and (c) bankers’ acceptances or letters of credit, whether drawn or not, and any promissory note related thereto, (ii) all obligations of such Person for the deferred purchase price of any property or services, including earnouts, payments under non-compete agreements and seller notes (other than trade accounts payable and accrued employee related expenses, in each case as should be reflected on the most recent balance sheet of such Person as current liabilities arising in the ordinary course of business consistent with past practice), (iii) all obligations of such Person created or arising under any conditional sale or other title retention agreement, (iv) all obligations of such Person secured by a purchase money mortgage or other Lien, (v) any obligations secured by Liens on property acquired by such Person, whether or not such obligations were assumed by such Person at the time of acquisition of such property, (vi) all obligations of other Persons of a type referred to in clauses (i) through (v) above which are directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which such Person has otherwise assured a credit against loss, (vii) interest, principal, prepayment penalty, premiums, fees or expenses, to the extent due or owing in respect of those items listed in clauses (i) through (vi) above, whether resulting from their payment or discharge or otherwise, and (viii) any refinancings of any of the foregoing obligations.

“Indemnified Item” means any item set forth on the Company Indemnified Items Schedule under the heading “Indemnified Item.”

“Indemnified Party” has the meaning set forth in Section 9.4(a).

“Indemnifying Party” has the meaning set forth in Section 9.4(a).

“Identified Dispute Proceeds” has the meaning set forth in Section 9.11.

“Insurance Policies” has the meaning set forth in Section 4.14(a).

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“Intellectual Property” means intellectual property, confidential information and proprietary information, in any and all medium, including digital, and in any jurisdiction, including all (i) patents and patent applications (including all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof) and patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, Internet domain names, assumed names and corporate names, in each case, whether or not registered, together with the goodwill of the business associated therewith; (iii) published and unpublished works of authorship, whether copyrightable or not, including all statutory and common law copyrights associated therewith; (iv) all registrations, applications, extensions and renewals for any of the items listed in clauses (ii) and (iii); (v) trade secrets; (vi) websites and the contents thereof; (vii) computer programs, including operating systems, applications, routines, interfaces and algorithms, whether in source code or object code; (viii) databases and the information contained therein; (ix) ideas, formulae, know-how, techniques, research and development information, artwork and graphic design, drawings, specifications, blueprints, manuals and documentation, data, improvements, databases and promotional materials and (x) all proprietary rights relating to any of the foregoing, including all causes of action, damages and remedies related thereto.

“Intermediate Financial Statements” has the meaning set forth in Section 4.5(a)(i).

“JAMS” has the meaning set forth in Section 10.12(b).

“JAMS Rules” has the meaning set forth in Section 10.12(b).

“Kohlberg” means Kohlberg Investors V, L.P., Kohlberg TE Investors V, L.P., Kohlberg Partners V, L.P., Kohlberg Offshore Investors V, L.P. and Koco Investors V, L.P.

“Latest Balance Sheet” has the meaning set forth in Section 4.5(a)(ii).

“Law” means the common law of any jurisdiction, or any provision of any foreign, federal, state or local law, statute, rule, regulation, order, Permit, judgment, injunction, decree or other decision of any court or other tribunal or Governmental Authority legally binding on the relevant Person or its properties.

“Leased Real Property” has the meaning set forth in Section 4.9(b).

“Letter of Transmittal” means a customary letter of transmittal in a form reasonably acceptable to Parent, which shall include an acknowledgement and agreement to be bound by a Closing Agreement, but shall not include any representations or warranties, covenants, or indemnities that are not also in the form of Closing Agreement applicable for the relevant stockholder (other than customary tax deliveries).

“Liabilities” means any indebtedness (including any Indebtedness), liabilities or obligations of any nature (whether accrued, absolute, contingent, direct, indirect, known, unknown, perfected, inchoate, unliquidated or otherwise, due or to become due).

“Liens” means any liens, charges, rights, restrictions, options, preemptive rights, mortgages, deeds of trust, hypothecations, assessments, pledges, encumbrances, claims of equitable interest or security interests of any kind or nature whatsoever, excluding restrictions on transfer under applicable securities laws.

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“Lower Indemnification Threshold” means Two Hundred Seventy Five Million Dollars ($275,000,000), as adjusted pursuant to Section 9.11.

“Lubert-Adler” means Lubert-Adler Real Estate Fund V, L.P. and Lubert-Adler Real Estate Parallel Fund V, L.P.

“Material Adverse Effect” means, with respect to any Person, any event, circumstance, development, change or effect that, individually or in the aggregate with all other such events, circumstances, developments, changes and effects, (i) would reasonably be expected to materially adversely affect the ability of such Person to consummate the Merger, or to perform its obligations hereunder, in a timely manner or (ii) has had, or would reasonably be expected to have, a material adverse affect on the business, operations, assets, liabilities, financial condition or results of operations of such Person and its Subsidiaries, taken as a whole, other than any event, state of facts, circumstance, development, change or effect directly resulting from: (a) changes in general economic, regulatory or political conditions or changes affecting the economy or securities or financial markets in general; (b) a material worsening of current conditions caused by an act of terrorism or war (whether declared or not declared) occurring after the date of this Agreement, or any natural disasters or any national or international calamity affecting the United States occurring after the date of this Agreement; (c) any general downturn in the industry in which such Person or any of its Subsidiaries operates, except, in the case of clauses (a), (b) and (c), to the extent such changes or developments have a disproportionate impact on the business, assets, liabilities, condition or results of operations of such Person and its Subsidiaries, taken as a whole, relative to other participants in the industry in which such Person and its Subsidiaries conducts their businesses; (d) any change in the market price or trading volume of such Person’s securities in and of itself; (e) any changes after the date hereof in GAAP or any change in Laws or the interpretation thereof; (f) the public announcement of this Agreement and the transactions contemplated hereby; or (g) any communication by or on behalf of Parent (i) made publicly in violation of this Agreement or (ii) made to employees of any of the Target Companies generally without the prior express written consent of the Company, in each case regarding plans or intentions of Parent with respect to any of the Target Companies, or their respective businesses or employees (provided that this clause (g) shall be applicable to a determination of whether a Material Adverse Effect exists or has occurred with respect to the Target Companies only).

“Material Covered Tax Return” has the meaning set forth in Section 6.10(a)(i).

“Material Target Company” shall mean either (i) a Target Company which is not a direct or indirect wholly-owned Subsidiary of the Company, (ii) a Target Company which generated more than $100,000 of taxable income or loss for the year ended September 30, 2011 or (iii) any other Target Company that is material to the business of the Target Companies taken as a whole.

“Materials Delivery Date” has the meaning set forth in Section 6.21(a).

“Measurement Date” has the meaning set forth in Section 5.4.

“Merger” has the meaning set forth in Section 2.1.

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

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“Merger Sub Board” has the meaning set forth in the recitals.

“Merger Sub Common Stock” has the meaning set forth in Section 3.1(c).

“Merger Sub Board Recommendation” has the meaning set forth in Section 6.6(d).

“Merger Sub Stockholder” means the sole stockholder of Merger Sub.

“Merger Sub Stockholder Approval” has the meaning set forth in Section 5.1(e).

“Merger Sub Stockholder Written Consent” has the meaning set forth in Section 6.6(c).

“Monthly Financial Statements” has the meaning set forth in Section 6.17.

“NASDAQ” means the NASDAQ Global Select Market or, if not the NASDAQ Global Select Market, the principal securities exchange or trading market for the Parent Common Stock.

“NASDAQ Marketplace Rules” means the Marketplace Rules of the NASDAQ Global Select Market, as such rules may be amended or supplemented from time to time or, if the Parent Common Stock is listed on a securities exchange or quotation system other than the NASDAQ Global Select Market, any comparable rule or regulation of the primary securities exchange or quotation system on which the Parent Common Stock is listed or quoted.

“Net Debt and Working Capital Threshold” means Two Hundred Ninety Five Million Dollars ($295,000,000), as adjusted pursuant to Section 9.10 and/or Section 9.11.

“Non-Breaching Party” has the meaning set forth in Section 9.6.

“Non-Routine Repair and Maintenance” means all repairs, alterations and/or replacements of the structural elements of a Facility (including the walls, ramps, support columns, roof and foundations of the Facility) other than routine cleaning (e.g., power washing), repair and maintenance, it being acknowledged that structural elements include: (i) structural repair or replacement of the Facility (including waterproofing and surface treatments for concrete floors or other surfaces); (ii) partial or full replacement of floors or ceilings; (iii) repair or replacement of pedestrian bridges connecting a Facility to another structure; (iv) surface repair or replacement as a result of subsidence; (v) replacement or non-routine repair of any revenue control equipment or access control equipment (excluding any of the foregoing to the extent relating to compliance with PCI requirements); (vi) repair and replacement of any elevators (including cabs, cables or motors), escalators or manlifts; or (vii) changes to structural elements of a Facility necessary to comply with the Americans with Disabilities Act of 1990, or any other applicable Laws, codes or regulations. For the avoidance of doubt, Non-Routine Repair and Maintenance shall exclude: (1) repair or replacement of any computers, wiring, electrical fixtures, plumbing fixtures or pipes, fire protection equipment, alarm systems or sewer pipes (storm, sanitary or lavatory facilities); (2) repair or replacement of a heating or ventilating system; (3) repair or replacement of lighting ballasts or lighting fixtures; (4) routine repair of any revenue control equipment or access control equipment; and (5) painting, striping, and sealing.

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“Non-Routine Repair and Maintenance Expenses” has the meaning set forth in Schedule G.

“Number of Parent Shares Per Holder” for any Company Stockholder, shall mean:

(A) (i) the number of shares of Company Common Stock surrendered by such Company Stockholder to Parent pursuant to Section 3.2(b), multiplied by (ii) the Company Common Stock Closing Consideration Per Share; plus

(B) (i) the number of shares of Company Preferred Stock surrendered by such Company Stockholder to Parent pursuant to Section 3.2(b), multiplied by (ii) the Company Preferred Stock Closing Consideration Per Share

“Organizational Documents” means (i) in the case of any Person organized as a corporation, the certificate or articles of incorporation of such corporation (or, if applicable, the memorandum and articles of association of such corporation) and the bylaws of such corporation; (ii) in the case of any Person organized as a limited liability company, the certificate or articles of formation or organization and the limited liability company agreement, operating agreement or regulations of such limited liability company; (iii) in the case of any Person organized as a limited partnership, the certificate or articles of limited partnership and partnership agreement of such limited partnership; (iv) in the case of any other Person, all constitutive or organizational documents of such Person which address matters relating to the business and affairs of such Person similar to the matters addressed by the documents referred to in clauses (i) through (iii) above in the case of Persons organized as corporations, limited liability companies or limited partnerships and (v) any amendment to any of the foregoing.

“Outside Date” has the meaning set forth in Section 7.4(a)(ii).

“Owned Intellectual Property” has the meaning set forth in Section 4.12(a).

“Owned Parent IP” has the meaning set forth in Section 5.18(b).

“Owned Real Property” has the meaning set forth in Section 4.9(a).

“Ownership Restructuring” has the meaning set forth in Section 7.2(i).

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

“Parent Board” has the meaning set forth in the recitals.

“Parent Board Recommendation” has the meaning set forth in Section 6.7(b).

“Parent Certifications” has the meaning set forth in Section 5.5(a)(ii).

“Parent Common Stock” shall mean common stock, par value $.001 per share, of Parent.

“Parent Companies” means, collectively, Parent and each of its direct and indirect Subsidiaries.

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“Parent Disclosure Letter” means the Parent Disclosure Letter attached hereto, dated as of the date hereof, delivered by Parent and Merger Sub to the Company in connection with this Agreement.

“Parent Employee Benefit Plan” means any of the following (whether written or unwritten) which any of the Parent Companies or any predecessor that operated the business of any of the Parent Companies sponsors, maintains, makes contributions to, or with respect to which such entity has any other Liability (contingent or otherwise): (A) any employee welfare benefit plan, as defined in Section 3(1) of ERISA, including any medical plan, life insurance plan, short-term or long-term disability plan, dental plan, severance plan, or sick leave plan; (B) any “employee pension benefit plan,” as defined in Section 3(2) of ERISA, including any excess benefit, top hat or deferred compensation plan or any nonqualified deferred compensation or retirement plan or arrangement or any qualified defined contribution or defined benefit plan or (C) any other material plan, policy, program, arrangement or agreement which provides employee benefits or benefits to any current or former employee, dependent, beneficiary, director, independent contractor or like person, including any severance agreement or plan, paid time off program, material fringe benefit plan or program, bonus or incentive plan, equity appreciation, stock option, restricted stock, phantom stock, stock bonus or deferred bonus or compensation plan, or salary reduction, change-of-control or employment agreement.

“Parent Indemnified Parties” has the meaning set forth in Section 9.1.

“Parent Intellectual Property” has the meaning set forth in Section 5.18(a).

“Parent Material Contract” shall mean a Contract of a Parent Company which is material to the business of the Parent Companies, taken as a whole.

“Parent Options” means options, warrants or other rights exercisable or exchangeable for Parent Common Stock.

“Parent Plan Affiliate” means the Parent Companies, their predecessors, and any other Person, who constitutes, has constituted, is required to be aggregated in, or has been required to be aggregated in, all or part of a controlled group or has been or is under common control with, or whose employees were or are treated as employed by, any of the Parent Companies or any of their predecessors within the immediately preceding five (5) years, under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.

“Parent Preferred Stock” shall mean preferred stock, par value $.01 per share, of Parent.

“Parent Restricted Stock Units” shall mean restricted stock units issued to certain officers of Parent in accordance with the Standard Parking Corporation Long-Term Incentive Plan, dated March 1, 2004, which entitle such officers to receive a distribution of Parent Common Stock pursuant to the terms of such plan and a Restricted Stock Unit Agreement entered into between such officer and Parent.

“Parent SEC Report Date” has the meaning set forth in Section 5.5(a).

“Parent SEC Reports” has the meaning set forth in Section 5.5(a)(i).

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“Parent Stockholder Approval” has the meaning set forth in Section 5.1(d).

“Parent Stockholder Approval Matter” has the meaning set forth in Section 5.1(d).

“Parent Stockholders” means the stockholders of Parent.

“Parent Stockholders’ Meeting” has the meaning set forth in Section 6.7(a).

“Parent’s Knowledge” or any similar phrase, means (i) the actual knowledge of any of the following individuals: James A. Wilhelm, G. Marc Baumann, Thomas L. Hagerman, Michael K. Wolf, Gerard M. Klaisle, Daniel Meyer, John Ricchiuto, Edward E. Simmons and Steven A. Warshauer or (ii) the existence or absence of such facts or circumstances of which any such individual would be aware after reasonable due inquiry.

“Per Facility Deductible” has the meaning set forth in Schedule G.

“Permit” or “Permits” means all permits, licenses, certifications, approvals, consents, notices, waivers, qualifications, filings, exemptions and authorizations by or of, or registrations with, any Governmental Authority, including vehicle and business licenses.

“Permitted Liens” means any (a) inchoate mechanics’, carriers’, workers’, materialmen’s; repairmen’s, landlords’ and other similar Liens arising in the ordinary course of business consistent with past practice and that in the aggregate are not material and do not interfere with the present use of the assets to which they apply; (b) inchoate Liens for Taxes, assessments or other charges by Governmental Authorities not yet due and payable for which adequate reserves have been established or are being contested in the ordinary course of business with adequate reserves or bonds having been established; (c) statutory Liens arising by operation of Law with respect to a Liability incurred in the ordinary course of business consistent with past practice, which is not delinquent, and for which appropriate reserves have been established in accordance with GAAP (to the extent GAAP requires the establishment of such reserves); (d) with respect to property other than real property, such other Liens, encumbrances or imperfections that are not material in amount or do not materially detract from the value of or materially impair the existing use of the property affected by such Lien, encumbrance or imperfection; and (e) with respect to any parcel of real property, (i) Liens, easements, rights-of-way, encroachments, restrictions, conditions, matters of record, survey exceptions and other similar encumbrances which, individually or in the aggregate, (x) are not material in character, amount or extent in relation to the applicable real property and (y) do not and would not reasonably be expected to materially impair the use (or contemplated use), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location by any of the Target Companies or Parent Companies, as applicable, and (ii) zoning, entitlement, building and other land use regulations imposed by Governmental Authorities having jurisdiction over such real property.

“Person” means any individual, sole proprietorship, general partnership, limited partnership, limited liability company, joint venture, trust, unincorporated association, corporation, Governmental Authority or other entity or group (which term will include a “group” as such term is defined in Section 13(d)(3) of the Exchange Act).

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“Post-Closing Tax Period” has the meaning set forth in Section 3.7(d).

“Pre-Closing Period” has the meaning set forth in Section 6.1(a).

“Pre-Closing Period Tax Returns” has the meaning set forth in Section 6.10(a)(i).

“Pre-Closing Tax Period” has the meaning set forth in Section 9.1(d).

“Prior Acquisition Date” shall mean May 22, 2007

“Prior Month End” has the meaning set forth in Section 6.17.

“Privacy Policies” has the meaning set forth in Section 4.12(e).

“Pro Rata Share” shall mean, for a Company Stockholder, a percentage that equals such Company Stockholder’s relative ownership of the outstanding shares of Company Common Stock as of the time immediately prior to the Effective Time; provided, however, that, if a Holding Vehicle is dissolved for any reason after the Effective Time, the term “Pro Rata Share” shall mean, for the Persons that own equity interests in such Holding Vehicle, a percentage that equals such Person’s indirect relative ownership of the outstanding shares of Company Common Stock, as set forth in the Company Closing Schedule, as of the time immediately prior to the consummation of the Ownership Restructuring.

“Propco” has the meaning set forth in Section 7.2(h)(i).

“Propco Cash” has the meaning set forth in Section 7.2(l).

“Propco Information” has the meaning set forth in Section 6.21(a).

“Propco Sales” has the meaning set forth in Section 7.2(h)(i).

“Propco Taxes” has the meaning set forth in Section 9.1(d).

“Propco Taxes Estimate” has the meaning set forth in Section 6.21(a).

“Property Sale Agreement” has the meaning set forth in Section 6.22.

“Proxy Statement” shall mean the proxy statement/prospectus to be sent to the Parent Stockholders in connection with the Parent Stockholders’ Meeting.

“Quarterly Financial Statements” has the meaning set forth in Section 6.16.

“RCRA” has the meaning set forth in Section 4.18(c).

“Real Property” has the meaning set forth in Section 4.9(b).

“Real Property Leases” has the meaning set forth in Section 4.8(a)(vi).

“Registered Intellectual Property” has the meaning set forth in Section 4.12(a).

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“Registration Rights Agreement” has the meaning set forth in Section 8.2(j).

“Release” shall mean any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping into the indoor or outdoor environment.

“Replenishment” has the meaning set forth in Section 9.7(c)(iii).

“Required Company Stockholder Vote” has the meaning set forth in Section 4.1(d).

“Required Merger Sub Stockholder Vote” has the meaning set forth in Section 5.1(e).

“Required Parent Stockholder Vote” has the meaning set forth in Section 5.1(d).

“Review Standard” has the meaning set forth in Section 6.21(b).

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Solvent” has the meaning set forth in Section 5.10.

“Stockholders’ Representative” has the meaning set forth in Section 10.20(a).

“Straddle Period” has the meaning set forth in Section 6.10(c).

“Straddle Period Tax Returns” has the meaning set forth in Section 6.10(a)(i).

“Subject Persons” has the meaning set forth in Section 4.19(a).

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote generally in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity.

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“Superfund” has the meaning set forth in Section 4.18(d).

“Surviving Corporation” has the meaning set forth in Section 2.1.

“Systems” has the meaning set forth in Section 4.12(d).

“Target Companies” means, collectively, the Company and each of its direct and indirect Subsidiaries.

“Tax” means (a) any foreign, federal, state or local income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, parking, unclaimed property/escheatment, natural resources, severance, stamp, occupation, occupancy, ad valorem, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax of any kind whatsoever, (b) any liability for the payment of amounts of the type described in clause (a) hereof as a result of being at any time a transferee of, or a successor in interest to, any Person, or a member of any Affiliated Group or as a result of any agreement to indemnify any Person against such amounts; and (c) any interest, penalties or additions to tax or additional amounts (whether disputed or not) in respect of the foregoing.

“Tax Proceeding” has the meaning set forth in Section 6.10(g).

“Tax Restructuring” means the restructuring of the Company and its Subsidiaries described in Schedule H hereto.

“Tax Return” means any return, declaration, report, claim for refund, information return, statement or other document relating to Taxes or the determination, assessment or collection of any Taxes (including Treasury Form TD F 90-22.1), and including any schedule, statement or attachment thereto, and any amendment to any of the foregoing.

“Tax Savings” has the meaning set forth in Section 9.7(a).

“Tax Statement” has the meaning set forth in Section 6.10(a)(i).

“Third Party Claim” has the meaning set forth in Section 9.4(b).

“Transaction Documents” means the agreements, documents, certificates and instruments to be delivered pursuant to or in connection with this Agreement, including the Closing Agreements and the Registration Rights Agreement.

“Transfer Tax” has the meaning set forth in Section 6.10(e).

“Transfer Tax Returns” has the meaning set forth in Section 6.10(e).

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“Upper Indemnification Threshold” means Two Hundred Eighty Five Million Dollars ($285,000,000), as adjusted pursuant to Section 9.11.

“U.S. Registered Intellectual Property” means Registered Intellectual Property that is registered with the United States Patent & Trademark Office and the United States Copyright Office.

“Versa” means Versa Capital Fund I, L.P. and Versa Capital Fund I Parallel, L.P.

“VWAP” means the volume-weighted average per share price of the Parent Common Stock on NASDAQ during the period beginning at 9:30 a.m. Eastern time (or such other time as NASDAQ announces as its official open of trading) and ending at 4:00 p.m. Eastern time (or such other time as NASDAQ announces as its official close of trading), as reported by Bloomberg LP (or successor thereto) using its “Volume at Price” functions.

“WARN Act” has the meaning set forth in Section 4.19(c).

“Websites” has the meaning set forth in Section 4.12(e).

ARTICLE 2

THE MERGER

2.1 The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, (a) Merger Sub will merge with and into the Company (the “Merger”), and (b) the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence under the DGCL as the surviving corporation in the Merger (sometimes referred to herein as the “Surviving Corporation”).

2.2 Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such date and time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

2.3 Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.

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2.4 Certificate of Incorporation; By-laws; Directors and Officers . At the Effective Time, (a) the Company Charter shall be amended so as to read in its entirety as set forth in Exhibit B, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law. The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

ARTICLE 3

EFFECT OF THE MERGER ON CAPITAL STOCK

3.1 Effect of the Merger on Capital Stock. At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub or the Company or the holder of any capital stock of Parent, Merger Sub or the Company:

(a) Cancellation of Certain Company Common Stock. Each share of Company Stock that is owned by the Company (as treasury stock or otherwise) or any of its direct or indirect wholly-owned Subsidiaries will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.

(b) Conversion of Company Stock.

(i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 3.1(a) and (ii) Dissenting Shares) will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the following: (i) the Company Common Stock Closing Consideration Per Share, and (ii) the right to receive a portion of the Cash Consideration in accordance with the terms of Section 3.7.

(ii) Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 3.1(a) and (ii) Dissenting Shares) will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the Company Preferred Stock Closing Consideration Per Share.

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(iii) At the Effective Time, all such shares of Company Stock will no longer be outstanding and all such shares of Company Stock will be cancelled and retired and will cease to exist, and, subject to Section 3.3, each holder of a certificate formerly representing any such shares (each, a “Company Certificate”) will cease to have any rights with respect thereto, except the right to receive shares of Parent Common Stock in accordance with Section 3.2 hereof and, in the case of Company Common Stockholders, the right to receive a portion of the Cash Consideration in accordance with the terms of Section 3.7.

(c) Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.001 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

3.2 Surrender and Payment.

(a) No later than five (5) Business Days prior to the Effective Time, Parent shall send to each record holder of shares of Company Stock at the Effective Time, a Letter of Transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Company Certificates to Parent) for use in such exchange.

(b) Upon surrender by a Company Stockholder of all of his, her or its Company Certificates to Parent together with a duly completed and validly executed Letter of Transmittal, each such holder shall be entitled, following the Effective Time, to receive a number of shares of Parent Common Stock equal to the Number of Parent Shares Per Holder for such holder plus the right to receive a portion of the Cash Consideration in accordance with the terms of Section 3.7. Until so surrendered and subject to the terms set forth in Section 3.3, each such Company Certificate shall represent after the Effective Time for all purposes only the right to receive the shares of Parent Common Stock payable in respect thereof plus the right to receive a portion of the Cash Consideration in accordance with the terms of Section 3.7.

(c) All consideration paid upon the surrender of Company Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Stock formerly represented by such Company Certificate, and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Stock on the stock transfer books of the Surviving Corporation. If, after the Effective Time, Company Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for the shares of Parent Common Stock plus the right to receive a portion of the Cash Consideration in accordance with the terms of Section 3.7 provided for, and in accordance with the procedures set forth, in this Article 3.

(d) Parent shall not be liable to any holder of shares of Company Stock for any consideration paid to a Governmental Authority pursuant to applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Company Stock two (2) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) shall automatically become, to the extent permitted by applicable Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.

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(e) The shares of Parent Common Stock to be issued to the Company Stockholders pursuant to this Article 3 will be issued in a transaction exempt from registration under (i) the Securities Act, by reason of Section 4(2) thereof and Rule 506 of Regulation D thereunder, and (ii) applicable state securities Laws. Such shares will not, at the Effective Time, have been registered under the Securities Act or any applicable state securities Laws, and no such shares may be sold or otherwise transferred unless (i) the sale or other transfer of such shares is registered under the Securities Act, (ii) the holder of such shares delivers to Parent an opinion of counsel, in form and substance reasonably acceptable to Parent and its counsel, to the effect that such shares have been sold or otherwise transferred pursuant to exemptions from the registration requirements of the Securities Act and applicable state securities Laws, or (iii) the holder of such shares provides Parent and its counsel with reasonable assurance, as set forth in customary written documentation executed by such holder and its broker, that such shares have been sold or otherwise transferred pursuant to Rule 144 under the Securities Act (or a successor rule thereto). The shares of Parent Common Stock to be issued to the Company Stockholders pursuant to this Article 3 shall be represented by stock certificates that are countersigned by the transfer agent for the Parent Common Stock and bear a restrictive legend (and are subject to stop-transfer instructions) consistent with the foregoing.

(f) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share and upon surrender of such holder’s Company Certificate(s), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying (i) such fraction, by (ii) the Closing Share Value.

3.3 Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 3.1, shares of Company Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section 3.1(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with the DGCL (such shares of Company Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive the shares of Parent Common Stock in accordance with this Article 3, but instead shall be entitled to only such rights as are granted by the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal pursuant to the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the DGCL, such shares of Company Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the shares of Parent Common Stock in accordance with this Article 3, without interest thereon, upon surrender of such

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Certificate formerly representing such shares. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle, any such demands.

3.4 Withholding Rights. Each of Parent, Merger Sub and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article 3 such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code or the treasury regulations thereunder, or any provision of federal, state, local or foreign Tax Law. To the extent that amounts are so deducted, withheld and remitted to the appropriate Governmental Authority by Parent, Merger Sub or the Surviving Corporation, as the case may be, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which Parent, Merger Sub or the Surviving Corporation, as the case may be, made such deduction and withholding

3.5 Lost Certificates. If any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed (such making of an affidavit, if applicable, to be deemed delivery of such Person’s Company Certificate for purposes of this Article 3), Parent will issue, in exchange for such lost, stolen or destroyed Company Certificate, the shares of Parent Common Stock to be issued in respect of the shares of Company Stock formerly represented by such Company Certificate as contemplated under this Article 3.

3.6 Treatment of Company Options. It is the understanding of the parties hereto that James Bond will exercise some or all of his vested Company Options prior to the Effective Time. The Company shall take all requisite action so that, at the Effective Time, each Company Option that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the holder of that Company Option or any other Person, cancelled and of no further force or effect. At or prior to the Effective Time, the Company, the Company Board and the compensation committee of the Company Board, as applicable, shall adopt any resolutions and take any actions (including obtaining any consents) that may be necessary to effectuate the provisions of this Section 3.6.

3.7 Cash Consideration. Promptly, and, in any case, no later than the third (3^rd) Business Day following the Cash Consideration Due Date, Parent shall pay each Company Common Stockholder an amount equal to such Company Common Stockholder’s Pro Rata Share of the following amount (the “Cash Consideration”):

(a) the Base Cash Amount; plus

(b) the amount (if any) by which the actual Combined Net Debt and Working Capital of the Target Companies as of the Effective Time is less than the Lower Indemnification Threshold (“Additional Cash Consideration”); plus

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(c) the lesser of (i) the amount of Tax refunds the Company has actually received after the Effective Time and before the third (3rd) Business Day following the Cash Consideration Due Date on account of the Income Tax receivable recorded on the Financial Statements in the amount of $5,789,000 (net of reasonable costs incurred by Parent and its Affiliates in connection with realizing such Tax refunds), and (ii) the amount paid to Parent by the Company Stockholders pursuant to Section 9.1(c) with respect to Indemnified Item #1 on the Company Indemnified Items Schedule; plus

(d) any refund of Tax of any of the Target Companies actually received after the Effective Time and before the third (3rd) Business Day following the Cash Consideration Due Date with respect to a Pre-Closing Tax Period (net of reasonable costs incurred by Parent and its Affiliates in connection with realizing such Tax refund and net of any Tax imposed on Parent or any of its Affiliates for any Tax period in connection with such Tax refund or the circumstances giving rise to such Tax refund), except to the extent that (i) such refund was taken into account in the determination of Company Net Working Capital as of the Effective Time or is included in the Income Tax receivable recorded on the Financial Statements in the amount of $5,789,000, (ii) such refund is attributable to the carryback of a Tax attribute arising in a period other than a Pre-Closing Tax Period (a “Post-Closing Tax Period” ), or (iii) the portion of any refund of Taxes with respect to a Straddle Period of a Target Company apportioned to the Post-Closing Tax Period in the manner described in Section 6.10(c); minus

(e) any amounts owed or claimed to be owed (the aggregate amount claimed to be owed, the “Claimed Amount”) to Parent by the Company Stockholders in accordance with Article 9, net of the aggregate amount of Replenishments made by the Company Stockholders pursuant to Section 9.7(c)(iii).

Notwithstanding the foregoing, in the event that after the payment of the Cash Consideration it is finally determined that Parent is not entitled to the Claimed Amount or any portion thereof, the Cash Consideration amount shall be recalculated and to the extent that such recalculated amount exceeds the previously paid amount of Cash Consideration, such excess shall be paid by Parent to the Company Common Stockholders, no later than the tenth (10^th) Business Day following such determination, in the manner provided in this Section 3.7. Any payments made by Parent to a Company Common Stockholder pursuant to this Section 3.7 shall be made by wire transfer of immediately available funds to an account designated by the applicable Company Common Stockholder.

3.8 Closing Schedules. Not less than three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent a closing schedule, which shall be certified by the Company’s chief financial officer, in the form of Exhibit C (the “Company Closing Schedule”) setting forth: (i) a list of all Company Stockholders and Company Optionholders as of such time; (ii) the number of shares of Company Stock and Company Options held by each of the Company Stockholders and Company Optionholders as of such time (assuming for purposes of this calculation that James Bond has exercised the Company Options held by him in full on a cashless exercise basis); (iii) the Number of Parent Shares Per Holder for each Company Stockholder; (iv) the cash in lieu of fractional shares of Parent Common Stock to be paid to each Company Stockholder, (v) the Company’s good faith estimate of the Company Net Debt as of the Effective Time; (vi) the Company’s estimated consolidated balance sheet of the Target Companies as of the Effective Time

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and the Company’s corresponding good faith estimate of the Company Net Working Capital as of the Effective Time; and (vii) the indirect relative ownership of the outstanding shares of Company Stock by the equity owners of the Holding Vehicles. Notwithstanding anything to the contrary contained herein, for purposes of the Company Closing Schedule and the various items set forth therein, it shall be assumed that James Bond has exercised the Company Options held by him in full on a cashless exercise basis.

3.9 Tax Consequences. For U.S. federal income tax purposes, the Merger shall be treated as may be reasonably determined by Parent, and the Parties hereto agree to not take any position on any Tax Return or in the course of any audit or examination inconsistent with such treatment, except upon a final determination of the applicable Taxing authority.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES CONCERNING THE TARGET COMPANIES

The Company hereby represents and warrants to Parent and Merger Sub as of the date hereof and as of the Closing Date as follows:

4.1 Authorization; Execution and Validity.

(a) The Company has full right, power, capacity and authority to execute and deliver this Agreement and each of the Transaction Documents to be executed and delivered by the Company, to consummate the Merger and the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof.

(b) The execution, delivery and performance by the Company of this Agreement and each of the Transaction Documents to which the Company is a party have been duly and properly authorized by all requisite action (including the approval of the Company Board, but excluding the Company Stockholder Approval) in accordance with applicable Law and with the Organizational Documents of the Target Companies.

(c) This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Each of the Transaction Documents to be executed and delivered by or on behalf of the Company will be duly executed and delivered by the Company, and, when so executed and delivered, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

(d) The affirmative vote (the “Company Stockholder Approval”) of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement or any of the transactions contemplated hereby, including the Merger.

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4.2 Approvals; No Conflicts.

(a) No consent, authorization, order or approval of, filing or registration with, or notice to, any Governmental Authority or other Person is required for the consummation by the Company of the transactions contemplated hereby, except (i) in connection, or in compliance, with the notification and waiting period requirements of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iii) as set forth in Section 4.2(a) of the Company Disclosure Letter.

(b) Except as set forth in Section 4.2(b) of the Company Disclosure Letter, none of the execution and delivery of this Agreement and the Transaction Documents by the Company, or the performance by the Company prior to the Closing of the transactions contemplated hereby or thereby:

(i) violate or conflict with, or result in a breach of, any of the terms, conditions or provisions of the Organizational Documents of any Target Company;

(ii) violate or conflict with or result in a breach of any Law in any material respect;

(iii) violate, conflict with, result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any material obligation under any Permit, Contract that is required to be listed in Section 4.8(a)(ii) through Section 4.8(a)(xvii) of the Company Disclosure Letter, Facility Contracts set forth in Section 4.8(b)(i) of the Company Disclosure Letter, Indebtedness, mortgage, note, bond, license or other similar instrument to which any of the Target Companies is a party or by which the properties or assets of any of the foregoing are bound; or

(iv) result in the creation or imposition of any Lien upon any property or assets of the Target Companies (excluding any real property that is or will be subject to the Propco Sales), except for Permitted Liens.

4.3 Organization.

(a) Each of the Target Companies is duly organized, validly existing and, except as set forth on Section 4.3(a)(i) of the Company Disclosure Letter, in good standing under the laws of the state of its formation or incorporation, as the case may be. Each of the Target Companies has full power and authority to carry on its business as conducted by it and to own, lease or license, and operate the properties and assets it now owns or holds and operates. Each of the Subsidiaries, if any, of the Company is set forth in Section 4.3(a)(ii) of the Company Disclosure Letter.

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(b) Except as set forth in Section 4.3(b) of the Company Disclosure Letter: (i) the Target Companies do not own or otherwise hold, directly or indirectly, beneficially or of record, any stock, membership interest, partnership interest, joint venture interest or other equity interest or participation in any Person other than the Subsidiaries set forth in Section 4.3(a)(ii) of the Company Disclosure Letter and (ii) the Company owns beneficially and of record one hundred percent (100%) of the outstanding equity interests of each of its Subsidiaries, if any, free and clear of all Liens.

(c) The name of each director and officer of each Material Target Company is set forth, opposite the position held by the same, in Section 4.3(c) of the Company Disclosure Letter.

(d) Each of the Target Companies is duly qualified to do business and is in good standing as a foreign entity in all jurisdictions where the nature of the property owned, leased or licensed by it or its use, or the nature or conduct of its business, makes such qualification necessary and where the absence of such qualification would reasonably be expected to have a Material Adverse Effect and the jurisdictions of formation or incorporation of each Material Target Company are listed opposite such Material Target Company’s name in Section 4.3(d) of the Company Disclosure Letter.

(e) Section 4.3(e) of the Company Disclosure Letter lists each of the Material Target Companies.

4.4 Capitalization. Section 4.4(a) of the Company Disclosure Letter sets forth (i) the entire authorized capital stock of each of the Material Target Companies, (ii) the total number of issued and outstanding shares of capital stock of each of the Material Target Companies and (iii) a list of all record owners of shares of capital stock of each of the Material Target Companies and the number of shares held by each such record owner. All of the outstanding shares of capital stock of each of the Target Companies have been validly issued and are fully paid and non-assessable. No shares of capital stock of the Target Companies are subject to, nor have been issued in violation of, preemptive or similar rights. Except as set forth in Section 4.4(b) of the Company Disclosure Letter, none of the Target Companies has any outstanding capital stock or other securities convertible into or exercisable or exchangeable for shares of its capital stock which are not owned by the Company or another Target Company, and none of the Target Companies has any outstanding agreements, options, warrants or rights to subscribe for or to purchase, or that require it to issue, transfer or sell, its capital stock or any stock or securities convertible into or exchangeable for capital stock or containing profit participation, phantom equity or similar features with respect to any of the Target Companies. None of the Target Companies is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock. Except as set forth in Section 4.4(c) of the Company Disclosure Letter, there are no voting agreements, voting trusts or other agreements, commitments or understandings with respect to the voting or transfer of capital stock or other securities of any of the Target Companies. All issuances, sales and repurchases by the Target Companies of their respective capital stock have been effected in compliance with all applicable Laws, including applicable foreign, federal and state securities Laws.

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4.5 Financial Statements.

(a) Attached as Exhibit D are copies of the following financial statements of the Target Companies (collectively, along with the Holding Company Financial Statements once provided pursuant to Section 6.15, the “Financial Statements”):

(i) The audited consolidated balance sheets of Company Intermediate Holdings and its Subsidiaries as of September 30, 2010 and September 30, 2011 and the related audited consolidated statements of operations, stockholders’ equity and cash flows for each of the years then ended, together with a true and correct copy of the related notes and schedules thereto, the report of the Target Companies’ auditor on such audited financial statements, and all material letters that have been received on or before the date hereof by any of the Target Companies from such accountants with respect to the results of such audits (the “Intermediate Financial Statements”); and

(ii) The draft unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2011 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations, stockholders’ equity and cash flows for the year then ended, together with a true and correct copy of a draft of the related notes and schedules thereto (the “Draft Holding Company Financial Statements”).

(b) Except as set forth in Section 4.5(b) of the Company Disclosure Letter, the Financial Statements are (and the Holding Company Financial Statements and the Quarterly Financial Statements, when delivered by the Company to Parent as required hereby, shall be) consistent with the Books and Records in all material respects, were (and the Holding Company Financial Statements and the Quarterly Financial Statements, when delivered by the Company to Parent as required hereby, shall be) prepared in accordance with GAAP, consistently applied, and fairly present (and the Holding Company Financial Statements and the Quarterly Financial Statements, when delivered by the Company to Parent as required hereby, shall fairly present) in all material respects the financial condition and the results of operations, changes in stockholders’ equity, and cash flows of the Target Companies, as of the respective dates of and for the periods referred to in such financial statements, except that the interim financial statements may lack footnote disclosure and will be subject to normal year-end adjustments otherwise required by GAAP, which will not be material, individually or in the aggregate.

(c) Except as set forth in Section 4.5(c) of the Company Disclosure Letter, the Target Companies have, in all material respects and in accordance with industry standards, established, maintained, adhered to and enforced, a system of internal control over financial accounting that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Target Companies, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Target

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Companies are being made only in accordance with appropriate authorizations of management of the Target Companies and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Target Companies that would be reasonably likely to have a material effect on the Financial Statements. Except as set forth in Section 4.5(c) of the Company Disclosure Letter, none of the Target Companies has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal control over financial accounting utilized by the Target Companies, (ii) any fraud, whether or not material, that involves any of the Target Companies’ management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Target Companies or (iii) any claim or allegation regarding any of the foregoing.

(d) For the fiscal year ended September 30, 2011 (i) the aggregate fees and expenses paid by the Target Companies to attorneys (excluding fees and expenses incurred for extraordinary transactions, including the Propco Sales and the transactions contemplated hereby) was $4,470,000 and (ii) the aggregate accrual for Adverse Consequences (other than out of pocket fees and expenses of attorneys) for the Existing Litigation Matters was $2,086,575.

(e) All Uncertain Tax Positions (UTPs), known tax exposures, and contingent tax liabilities of any of the Target Companies required by Financial Accounting Standards Board Interpretation No. 48 (FIN 48) and/or Financial Accounting Standard No. 5 (FAS 5) to be disclosed on any financial statement (the “Fin 48 Tax Positions”), have been fully disclosed on the Financial Statements in accordance with GAAP and have been fully disclosed in Section 4.5(e) of the Company Disclosure Letter, and reserves for all such positions, exposures or liabilities plus any interest, additions to tax and penalties have been fully made on the Financial Statements and on the books of the Target Companies in accordance with GAAP and fully disclosed in Section 4.5(e) of the Company Disclosure Letter.

4.6 Absence of Undisclosed Liabilities. None of the Target Companies has any material Liabilities (regardless of when such Liability is asserted), except (a) as and to the extent clearly and accurately reflected and accrued for or reserved against in the Latest Balance Sheet; (b) for Liabilities which have arisen after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement or violation of Law); (c) executory obligations of a Target Company under a Contract (other than liabilities relating to any breach, or any fact or circumstance that, with notice, lapse of time or both, would result in a breach, thereof by any of the Target Companies); and (d) for liabilities specifically delineated in Section 4.6 of the Company Disclosure Letter.

4.7 Assets. The assets, property, rights, agreements and interests of the Target Companies constitute all of the assets, properties and rights of every type and description, whether real or personal, tangible or intangible, used or held for use by the Target Companies, in all material respects, to conduct the Business as currently conducted. Except as set forth in Section 4.7(a) of the Company Disclosure Letter, the Target Companies own valid title to all of their properties and assets to conduct their respective

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businesses as currently conducted free and clear of any Liens other than Permitted Liens. Except as set forth in Section 4.7(b) of the Company Disclosure Letter, each parcel of real property owned by the Target Companies is owned free and clear of any Liens other than Permitted Liens. Except as set forth in Section 4.7(c) of the Company Disclosure Letter, all of the material tangible personal property of the Target Companies is useable in the ordinary course of business consistent with past practice. Notwithstanding the foregoing in this Section 4.7, nothing in this Section shall be deemed to apply to any real property that is or will be subject to the Propco Sales.

4.8 Contracts.

(a) Section 4.8(a) of the Company Disclosure Letter is a correct and complete list (by reference to the applicable subsection hereof), as of the date hereof, of:

(i) all Facility Contracts of the Target Companies (including a schedule of the lot number and type of contract (i.e., management contract or lease) for each Facility Contract);

(ii) all Contracts, other than Facility Contracts, that require a Target Company to pay, or entitle a Target Company to receive, or would reasonably be expected to result in obligations of a Target Company of, consideration in excess of $300,000 per annum or $2,000,000 in the aggregate, in each case after the date hereof;

(iii) all Contracts that restrict a Target Company or any of its Affiliates from competing with or engaging in any business activity anywhere in the United States, Canada or Puerto Rico, or to the Knowledge of the Company, anywhere in the world other than the United States, Canada or Puerto Rico;

(iv) all Contracts for acquisitions or dispositions (by merger, purchase or sale of assets or stock or otherwise) to which a Target Company has continuing material obligations or material rights;

(v) all Contracts of a Target Company concerning joint venture or partnership agreements, or the sharing of profits, excluding Organizational Documents of wholly owned Subsidiaries;

(vi) all Contracts of a Target Company with respect to the lease of Leased Real Property, other than real property which is a parking facility (the “Real Property Leases”);

(vii) all Contracts of a Target Company with respect to the lease of personal property in excess of $50,000 per annum or $250,000 in the aggregate;

(viii) all Contracts of a Target Company with respect to Indebtedness;

(ix) all Contracts of a Target Company with any Governmental Authority other than Facility Contracts and monthly parking Contracts;

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(x) all material Contracts pursuant to which a Target Company leases, is licensed or otherwise authorized to use or distribute any Intellectual Property of any other Person (excluding off-the-shelf software products, shrink-wrap, click-wrap and software packaged with hardware devices) or which otherwise affect the ability of a Target Company to use any material Company Intellectual Property;

(xi) all material Contracts pursuant to which a Target Company leases, licenses or otherwise authorizes another Person to use, distribute, sell, resell or incorporate any Company Intellectual Property other than non-exclusive licenses entered into in the ordinary course of business;

(xii) all Contracts of a Target Company that contain any “most-favored nation” pricing or similar pricing terms or provisions regarding minimum volumes, volume discounts, or rebates;

(xiii) all Contracts of a Target Company that, together with any related Contracts, provide for capital expenditures in excess of $250,000 for any single project or related series of projects (including a schedule of the estimated amount of capital expenditures provided for pursuant to each such Contract);

(xiv) all Contracts that provide for the employment or retention of any current employee of a Target Company (other than an offer letter or other similar document which provides for employment of a non-management employee on an at-will basis and that can be terminated by the applicable Target Company with no cost, damages or other liability pursuant to its terms), or an ongoing or potential severance obligation of a Target Company to any current or former employee, or that contains any change of control or similar provisions in respect of any employee of a Target Company;

(xv) all Contracts of a Target Company that provide for indemnification of a third-party by a Target Company (which indemnification obligation has not expired or terminated) other than non-exclusive licenses entered into in the ordinary course of business;

(xvi) all material credit card processing and merchant agreements; and

(xvii) all other Contracts of a Target Company material to the business of the Target Companies, taken as a whole, not otherwise required to be scheduled pursuant to Sections 4.8(a)(i) through 4.8(a)(xvi) above.

(b) Except as set forth on Section 4.8(b)(i) of the Company Disclosure Letter, correct and complete copies of the Contracts required to be listed in Section 4.8(a) of the Company Disclosure Letter, together with all modifications and amendments thereto and with appropriate redactions where necessary, have been made available to Parent; provided, that with respect to the Contracts required to be listed on Section 4.8(a)(i) of the Company Disclosure Letter, only the Facility Contracts set forth in Section 4.8(b)(ii) of the Company Disclosure Letter have been made available to Parent. Except as set forth in Section 4.8(b)(iii) of the Company Disclosure Letter, no Target Company is in default in any material respect, nor has any event occurred which

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with the giving of notice or the passage of time or both would constitute a default in any material respect by a Target Company or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by another party under, or in any manner release any party thereto from any material obligation under, any Contract required to be listed in Section 4.8(a) of the Company Disclosure Letter, and, to the Company’s Knowledge, no other party is in default in any material respect, nor has any event occurred which with the giving of notice or the passage of time or both would constitute a default in any material respect by any other party or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by a Target Company under, or in any manner release any party thereto from any material obligation under, any such Contract. Each of the Contracts required to be listed in Section 4.8(a) of the Company Disclosure Letter is in full force and effect, is valid and enforceable in accordance with its terms and, except as set forth in Section 4.8(b) of the Company Disclosure Letter, will be so immediately after the Effective Time.

(c) Except as set forth in Section 4.8(c) of the Company Disclosure Letter, as of the date hereof, the Target Companies have not received any written notice of (nor do the Target Companies otherwise know of) the decision or intention of any other party thereto to cancel, terminate or not renew any Contract required to be listed in Section 4.8(a) of the Company Disclosure Letter, whether in accordance with the terms of the respective Contract or otherwise.

(d) To the Company’s Knowledge: (i) there are no pending or written threats of condemnation or other governmental taking of any Facility or any part thereof that would be material to the Target Companies, taken as a whole, (ii) no fact or condition exists that would reasonably be expected to result in the termination or impairment of presently available access to any portion of any Facility from adjoining public or private streets or ways or in the discontinuation of presently available and otherwise reasonably necessary sewer, water, electric, gas, telephone or other utilities or services and (iii) there are no material special, general or other assessments pending against a Target Company or affecting any Real Property as of the date of the Latest Balance Sheet that would be payable by the lessee thereof and that have not been accrued for on the Latest Balance Sheet in accordance with GAAP.

4.9 Real Property.

(a) Section 4.9(a) of the Company Disclosure Letter lists all real property owned by any of the Target Companies, excluding those that are or will be subject to the Propco Sales (the “Owned Real Property”). With respect to Owned Real Property, the Company has delivered or made available, to the extent in the Company’s possession, to Parent true, complete and correct copies of the deeds and other instruments (as recorded) by which the applicable Target Company acquired such Owned Real Property, and copies of all title insurance policies, opinions and surveys relating to such Owned Real Property, in each case, in the possession of the Company.

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(b) Section 4.9(b) of the Company Disclosure Letter lists all real property used or held for use by a Target Company which is leased by a Target Company from third parties other than real property which is a parking facility (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”), and indicates, to the Company’s Knowledge, the owners or persons responsible for collection of the rental payments relating to such Leased Real Property.

(c) The Real Property, together with any property subject to a Facility Contract identified in Section 4.8(a)(i) of the Company Disclosure Letter constitutes the only real property used, occupied or held for use by a Target Company in connection with the Business.

(d) Except for the Real Property Leases and any real property subject to a Facility Contract identified in Section 4.8(a)(i) of the Company Disclosure Letter and except as set forth in Section 4.9(d) of the Company Disclosure Letter, there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party the right of use or occupancy of any portion of any parcel of the Real Property.

(e) Section 4.9(e) of the Company Disclosure Letter lists any material past due obligation of any Target Company as lessee under any Real Property Lease.

(f) Section 4.9(f) of the Company Disclosure Letter lists all pending and, to the Company’s Knowledge, written threats of condemnation or other governmental taking of any Real Property or any part thereof that would be material to the Target Companies, taken as a whole.

(g) To the Company’s Knowledge, Section 4.9(g) of the Company Disclosure Letter lists any Real Property that is not in compliance with all zoning requirements.

(h) To the Company’s Knowledge, no fact or condition exists that would reasonably be expected to result in the termination or impairment of presently available access to any portion of any Real Property from adjoining public or private streets or ways or in the discontinuation of presently available and otherwise reasonably necessary sewer, water, electric, gas, telephone or other utilities or services.

(i) Except as set forth on Section 4.9(i) of the Company Disclosure Letter, to the Company’s Knowledge, there are no material special, general or other assessments pending against a Target Company or affecting any Real Property that would be payable by the lessee thereof and that have not been accrued for on the Latest Balance Sheet in accordance with GAAP.

(j) Section 4.9(j) of the Company Disclosure Letter lists all brokerage arrangements entered into by any Target Company with respect to any Real Property.

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4.10 Litigation. Except as set forth in Section 4.10(a) of the Company Disclosure Letter, there is no suit, action, claim, proceeding, investigation, arbitration or mediation pending or, to the Company’s Knowledge, threatened against a Target Company or any of its current or former officers, directors or employees (with respect to their service as an officer, director or employee of a Target Company) except for any such matters involving solely a claim of monetary damages of less than $20,000, individually. Section 4.10(b) of the Company Disclosure Letter sets forth a complete and correct list and description of all suits, actions, claims, proceedings, investigations, arbitrations and mediations made, filed or otherwise initiated in connection with a Target Company and resolved during the three (3) years immediately preceding the date of this Agreement, except for matters covered by insurance with an amount ultimately paid out by any Target Company less than $100,000 and no other remedy. Except as set forth in Section 4.10(c) of the Company Disclosure Letter, no Target Company is subject to any judgment, award, order or decree. Except as set forth in Section 4.10(d) of the Company Disclosure Letter, no Target Company is engaged in any suit, action, claim, proceeding, arbitration or mediation to recover monies due it or for damages sustained by it in excess of $10,000 individually.

4.11 Compliance with Laws. Except as set forth in Section 4.11 of the Company Disclosure Letter, (i) no Target Company is, nor since the Prior Acquisition Date has it been, in violation of any Law that has resulted or would reasonably be expected to result in Liabilities material to the Target Companies, taken as a whole, and (ii) no Target Company has received notice of any such violation during the three (3) years immediately preceding the date of this Agreement.

4.12 Intellectual Property.

(a) Section 4.12(a) of the Company Disclosure Letter contains a complete list (specifying the owner thereof and the patent, registration or application number and issuance, registration or filing date if applicable) of all patented or registered Intellectual Property owned by any Target Company and all applications for patents or Intellectual Property, and all domain names owned by any Target Company (the “Registered Intellectual Property”). Section 4.12(a) of the Company Disclosure Letter also contains a complete list of material unregistered trademarks and material proprietary software owned by any of the Target Companies. The material Intellectual Property owned by any of the Target Companies (the “Owned Intellectual Property”) is the property of one or more the Target Companies, and no Person other than the Target Companies has any right, title or interest in or to any of such Owned Intellectual Property. To the Company’s Knowledge, none of the U.S. Registered Intellectual Property is invalid or unenforceable, and all registrations therefor are in full force and are not to the Company’s Knowledge subject to pending challenge, opposition, nullity or interference proceedings.

(b) The Intellectual Property the Target Companies own, license or have the right to use and/or license or sublicense is sufficient in all material respects, to conduct the Business as currently conducted. Except as set forth in Section 4.12(b) of the Company Disclosure Letter, each item of Company Intellectual Property will, immediately subsequent to the Effective Time, continue to be owned and/or available for use, license or sublicense by the Surviving Corporation on terms which are materially the same as those pursuant to which the Target Companies, immediately prior to the Effective Time subject to obtaining any required consents for assignment for software licensed from third parties. No loss or expiration of any of Registered Intellectual Property prior to the natural expiration of such Intellectual Property is pending or threatened to the Company’s Knowledge. The Target Companies have taken all action necessary and paid all fees and Taxes (to the extent applicable), required to protect and maintain in full force and effect the material U.S. Registered Intellectual Property other than for such items listed on Section 4.12(b) of the Company Disclosure Letter which counsel has been instructed to abandon in the ordinary course of business.

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(c) There are no pending claims against a Target Company, and there have not been any such claims since the Prior Acquisition Date, contesting the validity, use, ownership or enforceability of any of the Owned Intellectual Property, and, to the Company’s Knowledge, no such action is threatened (including cease and desist letters, demands or offers to license), in each case other than prosecution matters conducted before the U.S. Patent and Trademark Office in the ordinary course. The operation of the Business does not infringe, misappropriate or violate, and the operation of the Business since the Prior Acquisition Date has not infringed, misappropriated or violated, the Intellectual Property of any other Person in any material respect. Except as set forth in Section 4.12(c) of the Company Disclosure Letter, during the three (3) years immediately preceding the date of this Agreement, no written notices have been received by a Target Company regarding any potential infringement, misappropriation or violation of Intellectual Property of any other Person (including any cease-and-desist letters or demands or offers to license any Intellectual Property from any other Person), and no Target Company has received, during the three (3) years immediately preceding the date of this Agreement, a non-infringement legal opinion with respect to any Company Intellectual Property. To the Company’s Knowledge, no other Person is infringing, misappropriating or otherwise violating any Owned Intellectual Property.

(d) The computer systems and related equipment currently used in the conduct of the Business, including the internal software, hardware and networks, and customer or client-facing or accessible websites and interactive functionality (collectively, the “Systems”), are sufficient in all material respects for the current needs of the Business. Except as set forth in Section 4.12(d) of the Company Disclosure Letter, in the past twelve (12) months, there have been no material failures, breakdowns, or continued substandard performance of, any such Systems that has caused the substantial disruption or interruption in or to the use of such Systems by a Target Company or the conduct of the Business. The Target Companies have a commercially reasonable disaster recovery plan, a complete copy of which has been made available to Parent.

(e) All of the Target Companies’ privacy policies applicable to the collection, storage and usage of information collected from the Target Companies’ web sites (the “Privacy Policies” and such websites being, herein, the “Websites”) are posted, to the extent required, on such Websites. To the Knowledge of the Company, the Target Companies have since the Prior Acquisition Date collected, stored and used personally identifiable information in compliance with the Privacy Policies.

(f) Except as set forth on Section 4.12(f) of the Company Disclosure Letter, the Target Companies have since the Prior Acquisition Date been and currently are in material compliance with all Laws relating to privacy, security, and security breach notification requirements applicable to the Websites used in the operation of the Business.

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(g) To the Knowledge of the Company, none of the Target Companies has received during the three (3) years immediately preceding the date of this Agreement inquiries from the Federal Trade Commission or any other federal or state Governmental Authority regarding the possible violation of their Privacy Policies or any Laws relating to privacy, security or security breach notification.

(h) None of the Target Companies has received during the three (3) years immediately preceding the date of this Agreement any written complaint from any Website user regarding material non-compliance with their Privacy Policy.

(i) The Target Companies have since February 28, 2009 adopted reasonable measures, including administrative, physical and technical measures, to protect the confidentiality, security, availability and integrity of personally identifiable information maintained, processed or transmitted by or through their Websites or Systems; and, without limiting the generality of the foregoing, the Target Companies have complied with the Payment Card Industry Data Security Standards (issued by the Payment Card Industry Security Standards Council) applicable to the Business.

(j) The Target Companies have adopted reasonable procedures for identifying and responding to breaches of security of personally identifiable information, including procedures for notifying persons whose personally identifiable information is accessed or acquired by unauthorized persons.

(k) To the Company’s Knowledge, since February 28, 2009, no Target Company has experienced any material breach of security of personally identifiable information maintained, processed or transmitted by any Target Company whether or not such security breach required notice thereof to any Person under any applicable Law.

4.13 Conduct of Business. Except as set forth in Section 4.13(a) of the Company Disclosure Letter, from June 30, 2011 to the date hereof, (i) the Target Companies have conducted their respective businesses only in the ordinary course consistent with past practice and (ii) there has been no event, change or circumstance which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Section 4.13(b) of the Company Disclosure Letter, from June 30, 2011 to the date hereof, no Target Company has:

(a) except for items solely relating to one or more properties that are or will be subject to the Propco Sales, sold, assigned, transferred, disposed of, or abandoned any material property, rights or assets, except for the sale of inventory in the ordinary course of business consistent with past practice, or mortgaged, pledged or subjected any material property, right or assets to any Lien (other than Permitted Liens), charge or other restriction;

(b) except for items solely relating to one or more properties that are or will be subject to the Propco Sales, sold, assigned, transferred, disposed of, or abandoned or permitted to lapse any Permits, any material Intellectual Property or any other material intangible assets, or disclosed any confidential or proprietary information of the Target Companies to any Person (excluding Persons under an agreement or obligation of confidentiality), granted any license or sublicense of any rights under or with respect to any material Intellectual Property other than non-exclusive licenses entered into in the ordinary course of business;

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(c) made or granted, or made any promise to make or grant, any increase in the compensation of any employee with annual compensation of $150,000 or more, or amended or terminated any existing employee plan, program, policy or arrangement, including any Employee Benefit Plan, or adopted any new Employee Benefit Plan, in each case other than immaterial changes in salary or bonus compensation in the ordinary course of business consistent with past practice or except as required by Law or by the terms of any Employee Benefit Plan or other agreement, or hired or engaged any employee or independent contractor with annual compensation of $150,000 or more;

(d) conducted its cash management customs and practices (including the timing of, invoicing and collection of receivables and the accrual and payment of payables and other current liabilities) and maintained the Books and Records in the ordinary course of business consistent with past practice;

(e) made any loans or advances to, or guarantees for the benefit of, or entered into any transaction or Contract with, any Affiliate other than a wholly owned Subsidiary or in the ordinary course of business consistent with past practice;

(f) suffered any extraordinary loss, damage, destruction or casualty loss to the business of a Target Company or the properties or assets of a Target Company, or canceled, compromised, released or waived any rights or claims of material value, whether or not covered by insurance and whether or not in the ordinary course of business;

(g) other than any changes required by changes to GAAP or in applicable Law after the date hereof, adopted or changed any financial reporting, Tax or accounting policy, period, method or practice, including any method of calculating any bad debt, contingency or other reserve for accounting, financial reporting or tax purposes or its fiscal year that would be material to the Target Companies, taken as a whole;

(h) declared, set aside or paid any dividend or distribution of cash, capital stock or other property or securities in respect of its capital stock or purchased, redeemed or otherwise acquired any shares of its capital stock or other securities;

(i) amended, canceled, terminated, modified or waived any Contract required to be listed in Section 4.8(a) of the Company Disclosure Letter, except in the ordinary course of business consistent with past practice;

(j) issued, delivered, sold, pledged or otherwise encumbered any shares of its capital stock, any other equity or voting interests or any securities convertible into, or exchangeable for, or any options, warrants, calls or rights to acquire or receive any such shares, interests or securities or any stock appreciation rights, phantom stock awards or other rights that are linked in any way to the price of the Company Stock or the value of the Company or any part thereof;

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(k) amended or taken any action to amend its Organizational Documents, or engaged in any merger, consolidation, reorganization, reclassification, liquidation, dissolution or similar transaction;

(l) acquired by merger or consolidation, or by purchasing all or a substantial portion of the assets of, or by purchasing all or a substantial equity or voting interest in, or by any other manner, all or a substantial portion of any business or entity or division thereof;

(m) commenced, waived, paid, discharged or settled any material claim or lawsuit;

(n) adopted or entered into any collective bargaining agreement or other labor union Contract applicable to the employees of any of the Target Companies;

(o) made any capital expenditures or commitments, or incurred the obligation to make any such expenditures or commitments, in excess of $2,000,000 per quarter;

(p) incurred any Indebtedness other than Indebtedness incurred under the existing credit facilities of such Target Company set forth in Section 4.8(a)(viii) of the Company Disclosure Letter;

(q) made, changed or rescinded any material election relating to Taxes;

(r) entered into any closing agreement or similar arrangement with respect to Taxes or any settlement of any material audit, examination or other claim or liability for Taxes or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment (other than in connection with ordinary course extensions for the filing of any Tax Returns);

(s) filed any Tax Return in a manner inconsistent with past practice, amended any Tax Return, filed any claim for a material Tax refund or surrendered any right to claim a refund of Taxes;

(t) had Company Letters of Credit with a face amount outstanding in excess of Fifty Five Million Dollars ($55,000,000) in the aggregate; or

(u) entered into any Contract to do or engage in any of the foregoing.

4.14 Insurance.

(a) Each of the insurance policies now maintained by the Target Companies and the respective limits for such insurance policy, is set forth in Section 4.14(a) of the Company Disclosure Letter hereto (collectively, the “Insurance Policies”). Except as set forth in Section 4.14(a)(ii) of the Company Disclosure Letter, each Insurance Policy is in full force and effect, the Target

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Companies are not in default under any Insurance Policy in any material respect, no claim for coverage under any Insurance Policy where the claimed amount would reasonably be expected to exceed the self-insured retention or deductible has been denied or disputed during the three (3) years immediately preceding the date of this Agreement and, during the three (3) years immediately preceding the date of this Agreement, the Target Companies have not received any notice of cancellation or intent to cancel or increase or intent to increase premiums with respect to the Insurance Policies.

(b) Set forth in Section 4.14(b) of the Company Disclosure Letter is a list, as of the date hereof, of (i) all outstanding performance or surety bonds issued on behalf of any of the Target Companies, and (ii) the total amount of collateral currently being held by the issuer(s) thereof.

(c) Since February 28, 2009, no performance or other surety bond issued on behalf of any Target Company has been forfeited by the applicable Target Company or presented for payment by its obligee.

(d) Except as set forth in Section 4.14(d) of the Company Disclosure Letter, none of the Target Companies has received during the three (3) years immediately preceding the date of this Agreement any written complaint from the Occupational Safety and Health Administration with respect to any matter that would reasonably be expected to be material to the Target Companies, taken as a whole.

4.15 Permits. Except as set forth in Section 4.15(a), to the Company’s Knowledge, each of the Target Companies holds all material Permits necessary for its current conduct of the Business as currently conducted. Except as set forth in Section 4.15(b) of the Company Disclosure Letter and except for matters which have been resolved and any liability discharged prior to the date hereof, to the Company’s Knowledge, each Target Company is, and at all times since the Prior Acquisition Date has been, in compliance in all material respects with all such Permits, all of which are validly subsisting, binding and in full force and effect in all material respects. During the three (3) years immediately preceding the date of this Agreement, except as set forth on Section 4.15(c) of the Company Disclosure Letter, no Target Company has received any notice regarding any actual, alleged or potential failure to comply with any such Permit, and, to the Company’s Knowledge, no action or proceeding is threatened to revoke, suspend, terminate, cancel, withdraw or limit any such Permits, except for Permits where the failure to comply with such Permit resulted in fines, penalties or other damages of less than $5,000 individually.

4.16 Employee Benefit Plans.

(a) Section 4.16(a) of the Company Disclosure Letter sets forth a correct and complete list of all Employee Benefit Plans.

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(b) The Target Companies have made available correct and complete copies to Parent of (i) each written Employee Benefit Plan, as amended to the Closing, together with audited financial statements and actuarial reports for the most recent plan year, if applicable; (ii) each funding vehicle and service agreement related to each Employee Benefit Plan, if reduced to writing, including all amendments; (iii) the most recent and any other material determination letter or ruling issued by any Governmental Authority with respect to each Employee Benefit Plan, if applicable; (iv) the Form 5500 Annual Report, including all schedules and attachments, for the most recent plan year for each Employee Benefit Plan, if applicable, and (v) the most recent summary plan description and any summary of modifications for each Employee Benefit Plan, if applicable. A description of any unwritten Employee Benefit Plan, including a description of any material terms of such plan, is set forth in Section 4.16(b) of the Company Disclosure Letter. Each Employee Benefit Plan that is intended to be a “qualified plan” under Section 401(a) of the Code has received a favorable determination letter from the IRS which remains in effect and on which it can rely, and, to the Company’s Knowledge, there are no facts or circumstances that would jeopardize such qualification.

(c) Each Employee Benefit Plan (i) complies in all material respects in form and in operation with its terms and with all applicable requirements under ERISA, the Code or any other applicable Law and (ii) has been and is operated and funded in all material respects in such a manner as to qualify, where appropriate, for both federal and state purposes, for income tax deferral for its participants, tax-exempt status for its funding vehicle, and the allowance of deductions and credits with respect to contributions thereto. With respect to each Employee Benefit Plan, all contributions, payments, premiums, expenses, reimbursements or accruals for all periods ending on or prior to the Closing Date (including periods from the first day of the then current plan year to the Closing Date) shall have been timely made in all material respects or accrued in accordance with past practice.

(d) Except as set forth in Section 4.16(d) of the Company Disclosure Letter, neither the Target Companies nor any predecessors that operated the Business or any Company Plan Affiliate participates in or makes contributions to or has any other Liability (contingent or otherwise) with respect to an “employee benefit plan” (as defined in Section 3(3) of ERISA) which is or was (i) a “multiemployer plan” within the meaning of Section 3(37) or 4001 of ERISA, (ii) a “multiple employer plan” within the meaning of Code Section 413(c), (iii) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA or (iv) subject to Section 302 or Title IV of ERISA or Section 412 of the Code.

(e) Except as set forth on Section 4.16(e) of the Company Disclosure Letter, there are no actions, suits, investigations or claims pending or, to the Company’s Knowledge, threatened with respect to any Employee Benefit Plan or the assets thereof (other than routine claims for benefits), and, to the Company’s Knowledge, there are no facts which would reasonably give rise to any material Liability, action, suit, investigation, or claim against any Employee Benefit Plan, any fiduciary or plan administrator or other Person dealing with any Employee Benefit Plan or the assets thereof.

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(f) No Employee Benefit Plan provides medical, health, life insurance or other welfare-type benefits to retirees or former employees, owners or consultants or individuals who terminate (or have terminated) employment with the Target Companies, or the spouses or dependents of any of the foregoing (except for healthcare continuation coverage for former employees, their spouses and other dependents as required to be provided under Section 4980B of the Code or Sections 601 through 608 of ERISA).

(g) Except as set forth in Section 4.16(g) of the Company Disclosure Letter, no Employee Benefit Plan, or any other agreement, program, policy or other arrangement by or to which a Target Company is a party, is bound or is otherwise liable, by its terms or in effect requires any payment or transfer of money, property or other consideration (i) on account of or in connection with the transactions contemplated by this Agreement or any subsequent termination of employment which payment would constitute an “excess parachute payment” within the meaning of Section 280G of the Code or (ii) which would not be deductible pursuant to Section 162(m) of the Code with respect to any period prior to the Closing.

(h) Each Employee Benefit Plan that is a “non-qualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code) complies in all material respects with Section 409A of the Code and the Company has not reported any amount of compensation pursuant to any such plan either (i) using Code 2 in Box 12 of an employee’s Form W-2 or (ii) in Box 15b of a non-employee service provider’s Form 1099-MISC.

(i) To the Company’s Knowledge, no Person: (i) has entered into any nonexempt “prohibited transaction,” as such term is defined in ERISA and the Code, with respect to any Employee Benefit Plan; (ii) has breached a fiduciary obligation with respect to any Employee Benefit Plan; or (iii) otherwise has any liability for any failure to act or comply in connection with the administration or investment of the assets of any Employee Benefit Plan, in each case that would reasonably be expected to give rise to a material liability to the Target Companies, taken as a whole. Each Target Company has, for purposes of each relevant Employee Benefit Plan, in all material respects, correctly classified those individuals performing services for such Target Company as common law employees, leased employees, independent contractors or agents of the Target Company.

4.17 Affiliate Transactions. Except as set forth in Section 4.17(a) of the Company Disclosure Letter, none of the Target Companies has engaged in any Affiliate Transactions at any time during the three (3) years immediately preceding the date of this Agreement. From and after the Closing Date, expect as expressly contemplated by this Agreement and the other Transaction Documents and except as set forth in Section 4.17(b) of the Company Disclosure Letter, none of the Target Companies shall have any obligation to engage in any Affiliate Transaction and shall not be bound by any contract, agreement, arrangement or commitment with respect to any Affiliate Transaction. For purposes of this Agreement, “Affiliate Transaction” means any contract, agreement, arrangement, commitment or transaction between the Target Companies, on the one hand, and (a) any present or former officer, director, employee or stockholder of any of the Target Companies or any of their respective Affiliates, (b) any of the Company Stockholder’s (i) funds managed by the same investment manager as such Company Stockholder and (ii) portfolio companies of such Company Stockholder, or (c) to the Company’s Knowledge, any family member thereof or any trust for the benefit of any such person or entity, any family members thereof or any entity in which any officer, director, employee or stockholder of any of the Target Companies or any family member thereof is an owner of more than 10% of the voting equity securities of such entity (other than a public company), on the other.

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4.18 Environment. Except as set forth on Section 4.18 of the Company Disclosure Letter:

(a) The Target Companies have not received any notice of any, and to the Company’s Knowledge there are no, pending actions against the Target Companies under any Environmental Requirement.

(b) The Target Companies have not received notice of any, and to the Company’s Knowledge there are no, environmental conditions, situations, or incidents that would reasonably be expected to give rise to a material action or to any material liability with respect to the Target Companies, taken as a whole, under any Environmental Requirement.

(c) The Target Companies have not been requested or required to take any corrective action regarding any hazardous waste treatment, storage or disposal facility or unit pursuant to the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. 6901, et. seq. as amended by the Solid and Hazardous Waste Amendments of 1984, or under any state “RCRA” statute, program or implementing regulations.

(d) Except for matters that would not reasonably be expected to result in a Liability material to the Target Companies and except for matters that have been resolved, taken as a whole, the Target Companies have not received any written notice, nor to the Company’s Knowledge, have the Target Companies been, included, named or designated as a potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. 9601, et. seq., as amended by the Superfund Amendments and Reauthorization Act of 1986 (“Superfund”) or under any state Superfund statute or other law of similar effect imposing liability regarding Hazardous Materials.

(e) There are no underground or aboveground storage tanks or connecting piping systems present on or under any Facilities, except for such tanks and/or piping systems for which all material documents and information in the Target Companies’ possession or control have been made available to Parent prior to Closing.

(f) The Target Companies have not received any notice of, nor to the Company’s Knowledge have there been, any Releases of Hazardous Materials on, about or under any of the soil or groundwater of any of the Real Property for which Releases any Target Company would reasonably be expected to incur any material liability under any Environmental Requirements.

(g) During the three (3) years immediately preceding the date of this Agreement, the Target Companies have not received any notice of, nor to the Company’s Knowledge have any of them been a party to, any citizen suit or governmental action with regard to or associated with any of the Real Property brought pursuant to any Environmental Requirement.

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(h) The Target Companies are in compliance with all applicable Environmental Requirements with respect to the Real Property and the requirements of any permits issued under such Environmental Requirements with respect to the Real Property, in each case, in all material respects.

(i) The Target Companies have made available to Parent with correct and complete copies of all material documents in their possession pertaining to environmental matters regarding any of the Real Property or the Business of the Target Companies, including reports, assessments, correspondence, data, notices, orders, audits, material safety data sheets, logs and permits.

4.19 Employees; Labor Relations.

(a) Section 4.19(a) of the Company Disclosure Letter hereto is a list of all of the Target Companies’ current employees, directors, officers and independent contractors, setting forth the name, title, employment (or such independent contractor, as the case may be) commencement date, current annual rate of compensation of each such person and total compensation (including bonuses) for such employee, director, officer or independent contractor that earned in excess of $150,000 during calendar year 2011 or is expected to earn in excess of $150,000 during calendar year 2012 (the “Subject Persons”). Except as set forth in Section 4.19(a) of the Company Disclosure Letter, none of the Subject Persons of the Target Companies are on short-term or long-term disability, military, medical or other leave as of the date hereof. Except as set forth in Section 4.19(a) of the Company Disclosure Letter, from December 31, 2010 to the date hereof, (i) no Subject Person of the Target Companies has given written notice of his or her intent to terminate such employment, and (ii) no written notice of termination has been given to any Subject Person by the Target Companies. To the Company’s Knowledge, no employee or independent contractor has, in connection with his or her performance of services on behalf of the Target Companies, breached any restrictive covenant that he or she owes to any third party.

(b) Except as set forth in Section 4.19(b) of the Company Disclosure Letter hereto (i) the Target Companies are not a party to any confidentiality agreements, collective bargaining agreements or other contracts or agreements with any employees of the Target Companies (or any labor union representing such employees) with respect to their employment by the Target Companies, (ii) no strike, union organizational activity or allegation, charge or complaint of employment discrimination, harassment or other similar occurrence (whether or not resolved) is pending or, to the Company’s Knowledge, threatened against any of the Target Companies (and to the Company’s Knowledge, there is no basis for any such allegation, charge or complaint) and (iii) there are no outstanding union grievances with material financial consequences for the Target Companies.

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(c) Each Target Company is in compliance in all material respects with the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN Act”), or any similar applicable Law. The Company has made available to Parent a list of each employee of the Target Companies whose employment was terminated during the 90 day period immediately preceding the date of this Agreement.

4.20 Workers’ Compensation. Section 4.20 of the Company Disclosure Letter sets forth all Liabilities that are material to the Target Companies, taken as a whole, relating to any claims by employees and former employees (including dependents and spouses) of the Target Companies or any Company Plan Affiliate or predecessor of the Target Companies that are currently pending for costs, expenses and other liabilities under any workers’ compensation Laws, requirements, insurance (including any captive insurance) or other programs. The specific accruals or reserves with respect to such Liabilities set forth on the Latest Balance Sheet are reflected on the Latest Balance Sheet in accordance with GAAP. To the Company’s Knowledge, no claims, injuries, fact, event or condition exists which would reasonably be expected to give rise to a claim by employees, leased employees or former employees (including dependents and spouses) of the Target Companies or any Company Plan Affiliates under any workers’ compensation Laws, requirements, insurance (including any captive insurance) or other programs or for any other medical costs and expenses, in each case that would result in material Liabilities to the Target Companies, taken as a whole.

4.21 Taxes.

(a) Except as set forth in Section 4.21(a) of the Company Disclosure Letter, (i) all Tax Returns required to be filed by or with respect to any of the Target Companies have been duly and timely filed; (ii) all Taxes required to be paid by any of the Target Companies have been timely paid; (iii) all such Tax Returns are true, correct and complete in all material respects and were prepared in substantial compliance with applicable Law; and (iv) none of the Target Companies has been notified in writing of any proposed adjustment relating to such Tax Returns or Taxes which adjustment has not been resolved.

(b) Except as set forth in Section 4.21(b) of the Company Disclosure Letter, (i) there is no unresolved Tax deficiency made in writing that is outstanding or assessed, and, to the Company’s Knowledge, there is no Tax deficiency proposed or threatened to be proposed or assessed against any of the Target Companies, (ii) all deficiencies of Taxes assessed by any applicable Governmental Authority against any of the Target Companies have been paid, fully settled or withdrawn; (iii) since January 1, 2008, none of the Target Companies has received any written notice indicating an intent to open an audit or other review related to Tax matters, any request for information related to Tax matters, or any written notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Governmental Authority against any of the Target Companies; (iv) there are no outstanding agreements, waivers, or arrangements extending the statutory period of limitation applicable to any claim for, or the period for the collection or assessment of, Taxes due from or with respect to any of the Target Companies for any taxable period (except for ordinary course extensions for the filing of any Tax Returns); (v) there are no Liens for Taxes (other than a Permitted Lien) on any assets of the Target Companies; and (vi) no written notice has been received by any of the Target Companies from a Government Authority in any jurisdiction in which Tax Returns have not been filed by any of the Target Companies to the effect that the payment of Taxes or filing of Tax Returns by any of the Target Companies in such jurisdiction may be required.

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(c) Except as set forth in Section 4.21(c) of the Company Disclosure Letter hereto, none of the Target Companies is a party to any currently pending Tax audits or other administrative proceedings or any currently pending court proceedings with regard to any Taxes for which the Target Companies would be liable; and, no power of attorney that is currently in force has been granted by any of the Target Companies with respect to any matter relating to Taxes that would affect any of the Target Companies.

(d) Except as set forth in Section 4.21(d) of the Company Disclosure Letter, the Target Companies have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and has duly and timely withheld and paid over to the appropriate Governmental Authority all amounts required to be so withheld and paid under all applicable Laws, including any Taxes in connection with any amounts paid or owing to any present or former employee, officer, director, independent contractor, creditor, stockholder or any other third party, and the Target Companies have timely filed all information Tax Returns and records relating to such withheld Taxes that are required to be filed with any Governmental Authority.

(e) Section 4.21(e) of the Company Disclosure Letter lists (i) all federal, state, local, and non-U.S. Income Tax Returns filed with respect to any of the Target Companies for taxable periods ended on or after December 31, 2007, and (ii) all Income Tax Returns of the Target Companies for taxable periods ended on or after December 31, 2007 that have been audited or that are currently are the subject of audit. Except as set forth in Section 4.21(e) of the Company Disclosure Letter, the Target Companies have delivered or made available to Parent correct and complete copies of all federal, state and local Income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by any of the Target Companies filed or received since 2007 and for all Taxable years for which the applicable statute of limitations has not expired.

(f) None of the Target Companies is or has been a party to any “reportable transaction,” other than “loss transactions”, each as defined in Code Section 6707A(c)(1) and Treasury Regulation Section 1.6011-4(b). To the Company’s Knowledge, none of the Target Companies is or has been a party to any “loss transaction”, as defined in Code Section 6707A(c)(1) and Treasury Regulation Section 1.6011-4(b). All uncertain Tax positions of any of the Target Companies have been properly reported and disclosed to the extent required by applicable law on IRS Form Schedule – UTP.

(g) None of the Target Companies (i) has been a member of an Affiliated Group filing a consolidated federal Income Tax Return (other than a group the common parent of which was the Company) or (ii) has any Liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract, or otherwise.

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(h) The unpaid Taxes of the Target Companies (A) did not, as of September 30, 2011, exceed the reserve and accruals for Tax Liability (rather than any reserve or accrual for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Latest Balance Sheet (rather than in any notes thereto) and (B) do not exceed that reserve and accruals as adjusted for the passage of time through the Effective Time in accordance with the past custom and practice of the Target Companies in filing their Tax Returns. Except as set forth in Section 4.21(h) of the Company Disclosure Letter, since the date of the Latest Balance Sheet, none of the Target Companies has incurred any material Liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course of business consistent with past custom and practice.

(i) Except as set forth in Section 4.21(i) of the Company Disclosure Letter, none of the Target Companies (i) is bound by a closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) with any Governmental Authority that is currently in effect; (ii) has agreed to, or is required to, make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise; (iii) is a party to, bound by, or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar agreement (other than this Agreement or any other ordinary course commercial agreement the primary purpose of which is not Tax) pursuant to which it will have any obligation to make any Tax payments to any Person (other than any of the Target Companies) after the Closing; or (iv) is currently a party to a “gain recognition agreement” as defined in Regulations Section 1.367(a)-8.

(j) None of the Target Companies (i) is projected to have a material amount includible in its income for the current taxable year or the immediately preceding taxable year under Section 951 of the Code, or (ii) has participated in or cooperated with an international boycott within the meaning of Section 999 of the Code.

(k) As of the date hereof none of the Company Stockholders is, and as of the Closing none of the Company Stockholders that is then a holder of Company Stock will be, treated as a “foreign person” for any U.S. federal tax purposes (including for purposes of Sections 897, 1441 and 1445 of the Code and the treasury regulations thereunder).

(l) Except as set forth in Section 4.21(l) of the Company Disclosure Letter, none of the Target Companies will be required to include any item of income in, or exclude any item of deduction from, taxable income for any Income Tax purposes for any taxable period (or portion thereof) ending after the Effective Time as a result of any:

(i) change in method of accounting made prior to the Effective Time for a taxable period ending on or prior to the Effective Time;

(ii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local, or non-U.S. income Tax law) executed on or prior to the Effective Time;

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(iii) intercompany transaction or excess loss amount described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local, or non-U.S. income Tax law);

(iv) installment sale or open transaction disposition made on or prior to the Effective Time;

(v) prepaid amount received on or prior to the Effective Time; or

(vi) election under Code Section 108(i) made prior to the Effective Time.

(m) Since February 1, 2009, none of the Target Companies has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was governed in whole or in part by Code Section 355 or Code Section 361.

(n) Except as set forth in Section 4.21(n) of the Company Disclosure Letter, none of the Target Companies and no entity in which any of the Target Companies holds, directly or indirectly, any interest (i) has ever been a “controlled foreign corporation” as defined in Code Section 957, (ii) has ever been a “passive foreign investment company” within the meaning of Code Section 1297, or (iii) has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized.

(o) None of the Target Companies has received any private letter ruling from the Internal Revenue Service (or any comparable ruling from any other taxing authority).

4.22 Accounts Receivable and Accounts Payable.

(a) All accounts receivable of the Target Companies reflected on the Latest Balance Sheet, and all accounts receivable arising subsequent to the date thereof, represent sales actually made or services actually performed in the ordinary course of business consistent with past practice.

(b) The accounts payable of the Target Companies reflected on the Latest Balance Sheet, and all accounts payable arising subsequent to the date thereof, arose from bona fide transactions in the ordinary course of business consistent with past practice. Except as set forth in Section 4.22(b) of the Company Disclosure Letter, as of the date hereof, the accrued liabilities of the Target Companies incurred since the date of the Latest Balance Sheet have been incurred in the ordinary course of business consistent with past practice. No Target Company has failed to pay in the ordinary course of business or in a manner consistent with past practice any material amounts described in this Section 4.22(b).

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4.23 Vendors.

(a) Section 4.23(a) of the Company Disclosure Letter sets forth a list of the ten (10) largest vendors to the Target Companies in the aggregate of inventory, materials and services and commodities as measured by the aggregate dollar value of purchases by the Target Companies from such vendors during the most recently completed fiscal year. No such vendor has canceled or otherwise terminated or adversely modified its relationship with the Target Companies in the twelve (12) months preceding January 1, 2012. To the Company’s Knowledge, no such vendor intends to cancel or otherwise terminate or adversely modify its relationship with the Target Companies. Other than in the ordinary course of business consistent with past practice, no Target Company has received any discount or other price concession as a result of any financial accommodation provided by a Target Company or any Affiliate of any of the foregoing, to such vendor.

(b) None of the vendors to the Target Companies listed in Section 4.23(a) of the Company Disclosure Letter is an Affiliate of any of the Target Companies or the Company Stockholders, nor would any of the Contracts between a Target Company, on the one hand, and a vendor, on the other hand, be deemed an Affiliate Transaction. None of the Target Companies has entered into a Contract with a vendor that includes a “minimum purchase requirement” or other similar obligation to purchase from such vendor. None of the Target Companies holds inventory on consignment.

4.24 Bank Accounts; Powers of Attorney. Section 4.24(a) of the Company Disclosure Letter is a complete and correct list of each bank or financial institution in which any Target Company has an account, safe deposit box or lockbox, or maintains a banking, custodial, trading or similar relationship, the number of each such account or box and the names of all persons authorized to draw thereon or to having signatory power or access thereto. Section 4.24(b) of the Company Disclosure Letter is a complete and correct list of all outstanding powers of attorney executed on behalf of a Target Company.

4.25 Brokers’ or Finders’ Fees. Except as set forth in Section 4.25 of the Company Disclosure Letter, no agent, broker, investment banker or other Person acting on behalf of a Target Company, or under the authority thereof, is or will be entitled to any brokers’ or finders’ fee or any other commission or similar fee directly or indirectly from any of the parties hereto in connection with any of the transactions contemplated hereby.

4.26 Corporate Names; Business Locations. Since February 28, 2009, (a) except as set forth in Section 4.26(a) of the Company Disclosure Letter, no Target Company has operated under any other legal name or used any fictitious or trade names, and (b) no Target Company has had an office or place of business (that is not a parking facility) other than as set forth in Section 4.26(b) of the Company Disclosure Letter. Except as set forth in Section 4.26(c) of the Company Disclosure Letter, no Target Company has been the surviving corporation of a merger or consolidation since February 28, 2009.

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4.27 Disclosure Documents.

(a) None of the information supplied or to be supplied by or on behalf of the Target Companies specifically for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the Parent Stockholders, at the time of the Parent Stockholders’ Meeting, or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Target Companies or other information supplied by or on behalf of the Target Companies specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein.

(b) The representations and warranties contained in this Section 4.27 will not apply to statements or omissions included in the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of Parent or Merger Sub.

4.28 Foreign Corrupt Practices. Since the Prior Acquisition Date, none of the Target Companies, nor any director, officer, agent, employee or other Person acting on behalf of any of the Target Companies, has, in the course of his, her or its actions for, or on behalf of, any of the Target Companies: (a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

4.29 Takeover Statutes; No Rights Agreement.

(a) The approval by the Company Board of this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby constitutes the approval needed for purposes of Section 203 of the DGCL and represents the only action necessary to ensure that none of the restrictions provided for in Section 203 of the DGCL apply or will apply to the execution, delivery, performance and consummation of this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby.

(b) Subject to obtaining the Company Stockholder Approval, the Company and the Company Board have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination or other similar anti- takeover provision under the Organizational Documents of the Target Companies or the laws of Delaware or any other jurisdiction that is, or is reasonably likely to become, applicable to the Target Companies as a result of the transactions contemplated by this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby.

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(c) None of the Target Companies has adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Company Stock or a change in control of the Target Companies.

4.30 No Other Representation. Except as set forth in this Article 4, the Company makes no other representations or warranties, express or implied, including warranties of merchantability or fitness for a particular purpose, representations or warranties contained in or arising from any confidential selling memorandum or similar documents concerning the Target Companies or their business, assets, financial condition, prospects or otherwise.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES CONCERNING PARENT AND MERGER SUB

Except as may be disclosed in any of the Parent SEC Reports available on EDGAR at least five (5) Business Days prior to the date of this Agreement, each of Parent and Merger Sub hereby represents and warrants to the Company as of the date hereof and as of the Closing Date as follows:

5.1 Authorization.

(a) Parent has full right, power, capacity and authority to execute and deliver this Agreement and each of the Transaction Documents to be executed and delivered by Parent and, subject to obtaining Parent Stockholder Approval, to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof. Merger Sub has full right, power, capacity and authority to execute and deliver this Agreement and each of the Transaction Documents to be executed and delivered by Merger Sub, to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof.

(b) The execution, delivery and performance by Parent of this Agreement and each of the Transaction Documents to which Parent is a party have been duly and properly authorized by all requisite action (including the approval of the Parent Board, but excluding the Parent Stockholder Approval) in accordance with applicable Law and with the Organizational Documents of Parent. The execution, delivery and performance by Merger Sub of this Agreement and each of the Transaction Documents to which Merger Sub is a party have been duly and properly authorized by all requisite action in accordance with applicable Law and with the Organizational Documents of Merger Sub.

(c) This Agreement has been duly executed and delivered by Parent and constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to the Enforceability Exceptions. Each of the Transaction Documents to be executed and delivered by or on behalf of Parent will be duly executed and delivered by Parent, and, when so executed and delivered, will constitute the legal, valid and binding obligation of Parent enforceable against Parent in accordance with its terms, subject to the Enforceability Exceptions. This Agreement has been duly executed and delivered by

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Merger Sub and constitutes the legal, valid and binding obligation of Merger Sub, enforceable against Merger Sub in accordance with its terms, subject to the Enforceability Exceptions. Each of the Transaction Documents to be executed and delivered by or on behalf of Merger Sub will be duly executed and delivered by Merger Sub, and, when so executed and delivered, will constitute the legal, valid and binding obligation of Merger Sub enforceable against Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.

(d) The affirmative vote (the “Parent Stockholder Approval”) of the holders of a majority of the shares of Parent Common Stock present in person or represented by proxy at a meeting at which a quorum is present and entitled to vote on the subject matter (the “Required Parent Stockholder Vote”) is the only vote of the holders of any class or series of Parent’s capital stock necessary to approve the issuance of Parent Common Stock in the Merger (the “Parent Stockholder Approval Matter”).

(e) The affirmative vote (the “Merger Sub Stockholder Approval”) of the holders of a majority of the outstanding shares of Merger Sub Common Stock (the “Required Merger Sub Stockholder Vote”) is the only vote of the holders of any class or series of the Merger Sub’s capital stock necessary to adopt or approve this Agreement or any of the transactions contemplated hereby, including the Merger.

5.2 Approvals; No Conflicts.

(a) No consent, authorization, order or approval of, filing or registration with, or notice to, any Governmental Authority or other Person is required for the consummation by Parent or Merger Sub of the transactions contemplated hereby, except (i) in connection, or in compliance, with the notification and waiting period requirements of the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the filing with, and clearance by, the SEC of the Proxy Statement and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, in accordance with the Exchange Act, (iv) the filing of a Form D with the SEC, (v) such filings, consents, approvals, orders and authorizations as may be required by state securities (or “blue sky”) laws and the securities laws of any foreign country and (vi) as set forth in Section 5.2(a) of the Parent Disclosure Letter.

(b) Except as set forth in Section 5.2(b) of the Parent Disclosure Letter, neither the execution and delivery of this Agreement and the Transaction Documents by Parent and Merger Sub nor the performance by Parent and Merger Sub of the transactions contemplated hereby or thereby will:

(i) violate or conflict with, or result in a breach of, any of the terms, conditions or provisions of the Organizational Documents of Parent or Merger Sub;

(ii) violate or conflict with or result in a breach of any Law in any material respect;

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(iii) violate, conflict with, result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any material obligation under any Parent Material Contract, Permit, Indebtedness, mortgage, note, bond, license or other similar instrument to which Parent or Merger Sub, or any of their respective Subsidiaries, is a party or by which the properties or assets of any of the foregoing are bound; or

(iv) result in the creation or imposition of any Lien upon any property or assets of Parent or Merger Sub, or any of their respective Subsidiaries, except for Permitted Liens.

5.3 Organization.

(a) Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Parent and each of its Subsidiaries has full power and authority to carry on its respective business as conducted by it and to own, lease or license, and operate the properties and assets it now owns or holds and operates.

(b) Each of the Subsidiaries, if any, of Parent is set forth in Section 5.3(b)(i) of the Parent Disclosure Letter. Except as set forth in Section 5.3(b)(ii) of the Parent Disclosure Letter, neither Parent nor Merger Sub own or otherwise hold, directly or indirectly, beneficially or of record, any stock, membership interest, partnership interest, joint venture interest or other equity interest or participation in any Person other than the Subsidiaries set forth in Section 5.3(b)(i) of the Parent Disclosure Letter. Except as set forth in Section 5.3(c) of the Parent Disclosure Letter, Parent owns beneficially and of record one hundred percent (100%) of the outstanding equity interests of each of its Subsidiaries, if any, free and clear of all Liens.

(c) Each of Parent and its Subsidiaries is duly qualified to do business and is in good standing as a foreign entity in all jurisdictions where the nature of the property owned, leased or licensed by it or its use, or the nature or conduct of its business, makes such qualification necessary and where the absence of such qualification would reasonably be expected to have a Material Adverse Effect.

5.4 Capitalization. The authorized capital stock of Parent consists of 50,000,000 shares of Parent Common Stock and 5,000,000 shares of Parent Preferred Stock. As of the close of business on February 28, 2012 (the “Measurement Date”), (a) 15,617,378 shares of Parent Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and non-assessable, (b) no shares of Parent Preferred Stock are outstanding and (c) no shares of Parent Common Stock are held in the treasury of Parent. Since the Measurement Date until the date of this Agreement, other than in connection with the issuance of Parent Common Stock pursuant to Parent Restricted Stock Units and the exercise of Parent Options, in each case outstanding as of the Measurement Date, there has been no change in the number of outstanding shares of Parent Common Stock or the number of shares of Parent Common

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Stock issuable pursuant to the Parent Restricted Stock Units or upon the exercise of outstanding Parent Options. As of the Measurement Date, (x) Parent Options to purchase 39,611 shares of Parent Common Stock were outstanding and (y) Parent Restricted Stock Units representing 565,000 shares of Parent Common Stock were outstanding. Except as set forth in Section 5.4 of the Parent Disclosure Letter, as of the Measurement Date there are no options, stock appreciation rights, warrants or other rights, contracts, arrangements, or commitments of any character relating to the issued or unissued capital stock of Parent or any of its Subsidiaries, or obligating Parent or any of its Subsidiaries to issue, grant, or sell any shares of capital stock of, or other equity interests in, or securities convertible into equity interests in, Parent or any of its Subsidiaries. Each outstanding share of capital stock of each of Parent’s Subsidiaries is duly authorized, validly issued, fully paid, and non-assessable. The authorized capital stock of Merger Sub consists of 100 shares of Merger Sub Common Stock, all of which are outstanding, duly authorized, validly issued, fully paid and non-assessable, and held by Parent.

5.5 Parent SEC Documents.

(a) Parent has filed all forms, reports, and documents required to be filed by it with the SEC since January 1, 2007 (the “Parent SEC Report Date”). Section 5.5 of the Parent Disclosure Letter lists and, except to the extent available in full without redaction through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) two days prior to the date of this Agreement, Parent has delivered to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment) of:

(i) all forms, reports, registration statements, and other documents filed by Parent with the SEC since the Parent SEC Report Date (such forms, reports, registration statements, and other documents, whether or not available through EDGAR, are collectively referred to herein as the “Parent SEC Reports”);

(ii) all certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act (collectively, the “Parent Certifications”); and

(iii) all comment letters received by Parent from the staff of the SEC since the Parent SEC Report Date and all responses to such comment letters by or on behalf of Parent and all other correspondence since the Parent SEC Report Date between the SEC and Parent and its Subsidiaries.

(b) Each of the Parent SEC Reports and the Parent Certifications (i) as of the date of the filing thereof, complied with the requirements of the Securities Act, the Exchange Act, and the Sarbanes-Oxley Act, as the case may be, including in each case the rules and regulations thereunder, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

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(c) Parent and its Subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures provide reasonable assurance that (i) all information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

(d) Parent is, and since the Parent SEC Report Date has been, in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of NASDAQ, and (ii) the applicable provisions of the Sarbanes-Oxley Act. Parent has delivered to the Company complete and correct copies of all correspondence between NASDAQ and Parent and its Subsidiaries since the Parent SEC Report Date.

(e) Since the Parent SEC Report Date, neither Parent nor any of its Subsidiaries or, to the Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any of its Subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion, or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

(f) Parent and its Subsidiaries have implemented and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, that:

(i) transactions are executed in accordance with management’s general or specific authorizations;

(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability;

(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and

(iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

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5.6 Financial Statements. The financial statements (including any notes thereto) contained or incorporated by reference in the Parent SEC Reports complied with the rules and regulations of the SEC as of the date of the filing of such reports, were prepared in accordance with GAAP, consistently applied, and fairly presents, in all materials respects, the financial condition and the results of operations, changes in stockholders’ equity and cash flows of Parent and its Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, subject, in the case of interim financial statements, to (i) the omission of notes to the extent permitted by SEC Regulation S-X and (ii) normal year-end adjustments otherwise required by GAAP, which will not be material, individually or in the aggregate. The financial statements referred to in this Section 5.6 reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements. No financial statements of any Person other than Parent and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent.

5.7 Absence of Undisclosed Liabilities. Parent, taken together with its Subsidiaries on a consolidated basis, does not have any material Liabilities (regardless of when such Liability is asserted), except (a) as and to the extent clearly and accurately reflected and accrued for or reserved against in its financial statements; (b) for Liabilities which have arisen after the date of its last financial statements in the ordinary course of business consistent with past practice (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement or violation of Law); (c) executory obligations of Parent or one or more of its Subsidiaries under a contract (other than liabilities relating to any breach, or any fact or circumstance that, with notice, lapse of time or both, would result in a breach, thereof by Parent); and (d) for liabilities specifically delineated in Section 5.7 of the Parent Disclosure Letter.

5.8 Conduct of Business. Except as set forth in Section 5.8 of the Parent Disclosure Letter, from June 30, 2011 to the date hereof, (a) Parent and its Subsidiaries have conducted their businesses only in the ordinary course of business consistent with past practice, and (b) there has been no event, change or circumstance which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

5.9 Financing. Attached hereto as Exhibit E is a true, correct and complete copy of the fully executed commitment letter (the “Financing Letter”), pursuant to which the Financing Sources named therein have committed, subject to the terms and conditions thereof, to lend to Parent and/or Merger Sub the amounts set forth therein (the “Financing”). The Financing Letter is in full force and effect as of the date of this Agreement and as of the date hereof, the Financing Letter and any related fee letters, are the only agreements that have been entered into by Parent with respect to the Financing. As of the date of this Agreement, (i) the Financing Letter has not been amended or modified, (ii) no such amendments or modifications are contemplated, (iii) neither Parent nor Merger Sub is in breach of any of the terms or conditions set forth therein, and (iv) the obligations and commitments contained in the Financing Letter have not been withdrawn or rescinded in any respect. Parent or Merger Sub has fully paid any and all commitment fees or other fees in connection with the Financing Letter that are due and payable on or prior to the date hereof. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent and/or Merger Sub under any term or condition of the Financing Letter. There are no conditions precedent or other contingencies to the funding of the Financing other than as set forth in the Financing Letter. Assuming the accuracy of the representations and warranties of the Company set forth in Article 4 of this Agreement and the Company’s compliance with its covenants herein required to be performed prior to the Effective Time, as of the date of this Agreement, Parent and Merger Sub have no reason to believe that any of the conditions precedent to the Financing will not be satisfied in connection with the consummation of the transactions contemplated by this Agreement or that the Financing will not be available to Parent and/or Merger Sub on the Closing Date.

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5.10 Solvency. As of the Effective Time, assuming satisfaction of the conditions to the obligation of the Company to consummate the Merger, or waiver of such conditions, and after giving effect to all of the transactions contemplated hereby, including the Financing, each of Parent and the Surviving Corporation will be Solvent. For the purposes of this Section 5.10 the term “Solvent” when used with respect to any Person, means that, as of any date of determination, (a) the amount of the “fair saleable value” of the assets of such Person will, as of such date, exceed (i) the value of all “liabilities of such Person, including contingent and other liabilities”, as of such date, as such quoted terms are generally determined in accordance with applicable federal laws governing determinations of the insolvency of debtors, and (ii) the amount that will be required to pay the probable liabilities of such Person on its existing debts (including contingent liabilities) as such debts become absolute and matured, (b) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged following such date, and (c) such Person will be able to pay its liabilities, including contingent and other liabilities, as they mature. For purposes of this definition, “not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged” and “able to pay its liabilities, including contingent and other liabilities, as they mature” means that such Person will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet its obligations as they become due.

5.11 Opinion of Financial Advisor. The Parent Board has received an opinion from Merrill Lynch, Pierce, Fenner & Smith Incorporated to the effect that, as of the date of such opinion and subject to the assumptions, qualifications and limitations set forth in such opinion, the consideration to be paid by Parent in the Merger is fair, from a financial point of view, to Parent.

5.12 Litigation. Except as set forth in Section 5.12(a) of the Parent Disclosure Letter, there is no suit, action, claim, proceeding, investigation, arbitration or mediation pending or, to the Parent’s Knowledge, threatened against Parent or any of its current or former officers, directors or employees (with respect to their service as an officer, director or employee of Parent) except for any such matters involving solely a claim of monetary damages of less than $100,000, individually. Section 5.12(b) of the Parent Disclosure Letter sets forth a complete and correct list and description of all suits, actions, claims, proceedings, investigations, arbitrations and mediations made, filed or otherwise initiated in connection with Parent and resolved during the three (3) years immediately preceding the date of this Agreement, except for matters covered by insurance with an amount ultimately paid out by Parent less than $100,000 and no other remedy. Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, Parent is not subject to any judgment, award, order or decree providing for monetary payments in excess of $10,000, individually. Except as set forth in Section 5.12(d) of the Parent Disclosure Letter, Parent is not engaged in any suit, action, claim, proceeding, arbitration or mediation to recover monies due it or for damages sustained by it in excess of $10,000, individually.

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5.13 Disclosure Documents.

(a) None of the information supplied or to be supplied by or on behalf of Parent, Merger Sub or any other Subsidiary of Parent specifically for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the Parent Stockholders, at the time of the Parent Stockholders’ Meeting, or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to Parent or any Subsidiary of Parent or other information supplied by or on behalf of Parent or any Subsidiary of Parent specifically for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein.

(b) The representations and warranties contained in this Section 5.13 will not apply to statements or omissions included in the Proxy Statement to the extent based upon information supplied to Parent by or on behalf of the Company specifically for inclusion in the Proxy Statement.

5.14 Valid Issuance. The shares of Parent Common Stock to be issued in connection with the Merger will, when issued in accordance with the provisions of this Agreement, be duly authorized, validly issued, fully paid and non-assessable.

5.15 Takeover Statutes; No Rights Agreement.

(a) The approval by the Parent Board of this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby constitutes the approval needed for purposes of Section 203 of the DGCL and represents the only action necessary to ensure that none of the restrictions provided for in Section 203 of the DGCL apply or will apply to the execution, delivery, performance and consummation of this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby.

(b) Parent and the Parent Board have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination or other similar anti-takeover provision under the Organizational Documents of Parent or the laws of Delaware or any other jurisdiction that is, or is reasonably likely to become, applicable to Parent as a result of the transactions contemplated by this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby.

(c) Parent has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of Parent.

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5.16 Compliance with Laws. Except as set forth in Section 5.16 of the Parent Disclosure Letter, (i) Parent is not, nor since February 28, 2009 has it been, in violation of any Law that has resulted or would reasonably be expected to result in Liabilities material to Parent and its Subsidiaries, taken as a whole, and (ii) Parent has not received notice of any such violation during the three (3) years immediately preceding the date of this Agreement.

5.17 Contracts.

(a) Except as set forth in Section 5.17(a) of the Parent Disclosure Letter, neither Parent nor any of its Subsidiaries is in default in any material respect, nor has any event occurred which with the giving of notice or the passage of time or both would constitute a default in any material respect by Parent and/or any of its Subsidiaries or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by another party under, or in any manner release any party thereto from any material obligation under, any Parent Material Contract and, to the Parent’s Knowledge, no other party is in default in any material respect, nor has any event occurred which with the giving of notice or the passage of time or both would constitute a default in any material respect by any other party or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by Parent and/or any of its Subsidiaries under, or in any manner release any party thereto from any material obligation under, any such Parent Material Contract. Each of the Parent Material Contracts is in full force and effect, is valid and enforceable in accordance with its terms, and, except as set forth in Section 5.17(a) of the Parent Disclosure Letter, will be so immediately after the Effective Time.

(b) Except as set forth in Section 5.17(b) of the Parent Disclosure Letter, neither Parent nor any of its Subsidiaries have received any written notice of (nor do any of them otherwise know of) the decision or intention of any other party thereto to cancel, terminate or not renew any Parent Material Contract, whether in accordance with the terms of the respective Contract or otherwise.

5.18 Intellectual Property.

(a) Parent and its Subsidiaries own, license or have the right to use all material Intellectual Property used in the operation of their businesses as currently conducted (“Parent Intellectual Property”).

(b) No legal proceedings or orders are pending or, to the Parent’s Knowledge, have been threatened (including cease and desist letters or demands or offers to license) against Parent or its Subsidiaries with regard to any Parent Intellectual Property owned by Parent or one of its Subsidiaries (“Owned Parent IP”).

(c) The operation of Parent and its Subsidiaries’ businesses as currently conducted does not infringe, misappropriate or violate the Intellectual Property of any other person in any material respect and, to the Parent’s Knowledge, no person is infringing Owned Parent IP.

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(d) All registrations and applications for registration of Owned Parent IP that is or are material to Parent and its Subsidiaries, taken as a whole, are subsisting and unexpired, have not been abandoned or canceled and to the Parent’s Knowledge, are valid and enforceable.

(e) Parent and its Subsidiaries take commercially reasonable actions to protect the Owned Parent IP (including trade secrets and confidential information).

(f) Parent and its Subsidiaries take commercially reasonable actions to maintain and protect the integrity, security and operation of their software, networks, databases, systems and websites (and all information transmitted thereby or stored therein).

(g) consummation of the transactions contemplated hereby will not violate in any material respect any privacy policy, terms of use, contract or Law relating to the use, dissemination, or transfer of any data or information used by Parent and its Subsidiaries.

5.19 Employee Benefit Plans.

(a) Section 5.19(a) of the Parent Disclosure Letter sets forth a correct and complete list of all Parent Employee Benefit Plans.

(b) Each Parent Employee Benefit Plan (i) complies in all material respects in form and in operation with its terms and all applicable requirements under ERISA, the Code or any other applicable Law and (ii) has been and is operated and funded in all material respects in such a manner as to qualify, where appropriate, for both federal and state purposes, for income tax deferral for its participants, tax-exempt status for its funding vehicle, and the allowance of deductions and credits with respect to contributions thereto. With respect to each Parent Employee Benefit Plan, all contributions, payments, premiums, expenses, reimbursements or accruals for all periods ending on or prior to the Closing Date (including periods from the first day of the then current plan year to the Closing Date) shall have been timely made in all material respects or accrued in accordance with past practice.

(c) Except as set forth in Section 5.19(c) of the Parent Disclosure Letter, neither the Parent Companies nor any predecessors that operated the business or any Parent Plan Affiliate participates in or makes contributions to or has any other liability (contingent or otherwise) with respect to an “employee benefit plan” (as defined in Section 3(3) of ERISA) which is or was (i) a “multiemployer plan” within the meaning of Section 3(37) or 4001 of ERISA, (ii) a “multiple employer plan” within the meaning of Code Section 413(c), (iii) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA or (iv) subject to Section 302 or Title IV of ERISA or Section 412 of the Code.

(d) Except as set forth in Section 5.19(d) of the Parent Disclosure Letter, there are no actions, suits, investigations or claims pending or, to Parent’s Knowledge, threatened with respect to any Parent Employee Benefit Plan or the assets thereof (other than routine claims for benefits), and, to Parent’s Knowledge, there are no facts which would reasonably be expected to give rise to any material Liability, action, suit, investigation, or claim against any Parent Employee Benefit Plan, any fiduciary or plan administrator or other Person dealing with any Parent Employee Benefit Plan or the assets thereof.

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(e) No Parent Employee Benefit Plan provides medical, health, life insurance or other welfare-type benefits to retirees or former employees, owners or consultants or individuals who terminate (or have terminated) employment with the Parent Companies or the spouses or dependents of any of the foregoing (except for healthcare continuation coverage for former employees, their spouses and other dependents as required to be provided under Section 4980B of the Code or Sections 601 through 608 of ERISA or similar state law).

(f) Except as set forth in Section 5.19(f) of the Parent Disclosure Letter, no Parent Employee Benefit Plan, or any other agreement, program, policy or other arrangement by or to which Parent is a party, is bound or is otherwise liable, by its terms or in effect would reasonably be expected to require any payment or transfer of money, property or other consideration on account of or in connection with the transactions contemplated by this Agreement or any subsequent termination of employment which payment would constitute an “excess parachute payment” within the meaning of Section 280G of the Code.

5.20 Taxes.

(a) Except as set forth in Section 5.20(a) of the Parent Disclosure Letter, (i) all Tax Returns required to be filed by or with respect to Parent or any of its Subsidiaries have been duly and timely filed; (ii) all Taxes required to be paid by Parent or any of its Subsidiaries have been timely paid; (iii) all such Income Tax Returns are true, correct and complete in all material respects and were prepared in substantial compliance with applicable Law; and (iv) neither Parent nor any of its Subsidiaries has been notified in writing of any proposed material adjustment relating to such Tax Returns or Taxes which adjustment has not been resolved.

(b) Except as set forth in Section 5.20(b) of the Parent Disclosure Letter, (i) all deficiencies of Taxes assessed by any applicable Governmental Authority against Parent or any of its Subsidiaries have been paid, fully settled or withdrawn; and (ii) there are no Liens for Taxes (other than Permitted Liens) on any assets of Parent or any of its Subsidiaries; and (iii) there are no pending Tax audits or other administrative or court proceedings with regard to any material Taxes for which Parent or any of its Subsidiaries would be liable.

(c) Except as set forth in Section 5.20(c) of the Parent Disclosure Letter, Parent and its Subsidiaries have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and has duly and timely withheld and paid over to the appropriate Governmental Authority all amounts required to be so withheld and paid under all applicable Laws, including any Taxes in connection with any amounts paid or owing to any Person and Parent and its Subsidiaries have timely filed all information Tax Returns and records relating to such withheld Taxes that are required to be filed with any Governmental Authority. After the date hereof and prior to the Closing, (A) correct copies of all federal Income Tax Returns of the Parent and its Subsidiaries for all Tax periods ending on or after December 31, 2007, and (B) such other tax-related documents specifically requested by the Stockholders’ Representative, will be delivered or made available to the Stockholders’ Representative

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(d) Except as set forth in Section 5.20(d) of the Parent Disclosure Letter, neither Parent nor any of its Subsidiaries is or has been a party to any “listed transaction,” within the meaning of Treasury Regulation Section 1.6011-4(b).

(e) Neither Parent nor any of its Subsidiaries (i) has been a member of an Affiliated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was Parent) or (ii) has any Liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract or otherwise.

(f) Except as set forth in Section 5.20(f) of the Parent Disclosure Letter, the unpaid Taxes of Parent and its Subsidiaries (A) did not, as of December 31, 2011, exceed the reserve and accruals for Tax Liability (rather than any reserve or accruals for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of Parent’s consolidated balance sheet for the period ending December 31, 2011 (rather than in any notes thereto) and (B) do not exceed that reserve and accruals as adjusted for the passage of time through the Effective Time in accordance with the past custom and practice of Parent and its Subsidiaries in filing their Tax Returns. Except as set forth in Section 5.20(f) of the Parent Disclosure Letter, since December 31, 2011, neither Parent nor any of its Subsidiaries has incurred any material Liability for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course of business consistent with past custom and practice.

(g) Except as set forth in Section 5.20(g) of the Parent Disclosure Letter, neither Parent nor any of its Subsidiaries (i) is bound by a closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) with any Governmental Authority that is currently in effect; (ii) has agreed to, or is required to, make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise; (iii) is a party to, bound by, or obligated under, any Tax sharing agreement, Tax indemnification agreement or similar agreement (other than this Agreement or any other ordinary course commercial agreement the primary purpose of which is not Tax) pursuant to which it will have any obligation to make any Tax payments to any Person (other than to Parent or any of its Subsidiaries) after the Closing; or (iv) is currently a party to a “gain recognition agreement” as defined in Regulations Section 1.367(a)-8.

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(h) Neither Parent nor any of its Subsidiaries (i) is projected to have a material amount includible in its income for the current taxable year or the immediately preceding taxable year under Section 951 of the Code, or (ii) has participated in or cooperated with an international boycott within the meaning of Section 999 of the Code.

(i) Except as set forth in Section 5.20(i) of the Parent Disclosure Letter, neither Parent nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Income Tax purposes for any taxable period (or portion thereof) ending after the Effective Time as a result of any:

(i) change in method of accounting made prior to the Effective Time for a taxable period ending on or prior to the Effective Time;

(ii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local, or non-U.S. income Tax law) executed on or prior to the Effective Time;

(iii) intercompany transaction described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local, or non-U.S. income Tax law);

(iv) installment sale or open transaction disposition made on or prior to the Effective Time;

(v) prepaid amount received on or prior to the Effective Time; or

(vi) election under Code Section 108(i) made prior to the Effective Time.

(j) Since February 1, 2009, neither Parent or any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was governed in whole or in part by Code Section 355.

5.21 Environmental.

(a) Except for matters that have been substantially resolved, neither Parent nor any of its Subsidiaries is or has been the subject of any actions commenced under any Environmental Requirement.

(b) Except for matters that have been substantially resolved or matters that would not reasonably be expected to result in a material liability for Parent, neither Parent nor any of its Subsidiaries has received any notice of any potential liability under the any federal or state Superfund statute.

(c) Parent has not received any notice of, nor to Parent’s Knowledge have there been, any Release of Hazardous Materials on, about or under any of the soil or groundwater of any real property now or formerly owned or operated by Parent or any of its Subsidiaries and for which Release Parent would reasonably be expected to incur any material liability under any Environmental Requirements.

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(d) The operations of the Parent Companies are in compliance with all applicable Environmental Requirements with respect to their owned or operated real property, including having obtained and complied with all permits required under such Environmental Requirements with respect to such real property, in each case, in all material respects.

5.22 Brokers’ or Finders’ Fees. Except as set forth in Section 5.22 of the Parent Disclosure Letter, no agent, broker, investment banker or other Person acting on behalf of Parent, or under the authority thereof, is or will be entitled to any brokers’ or finders’ fee or any other commission or similar fee directly or indirectly from any of the parties hereto in connection with any of the transactions contemplated hereby.

5.23 No Other Representation. Except as set forth in this Article 5, Parent makes no other representations or warranties, express or implied, including warranties of merchantability or fitness for a particular purpose, representations or warranties contained in or arising from any confidential selling memorandum or similar documents concerning Parent or its Subsidiaries or their respective businesses, assets, financial condition, prospects or otherwise.

ARTICLE 6

OTHER AGREEMENTS AND COVENANTS

6.1 Conduct of Business.

(a) From the date hereof through the earlier of the termination of this Agreement or the Closing Date (the “Pre-Closing Period”), except as set forth in Section 6.1(a) of the Company Disclosure Letter, the Company will, and the Company will cause the Target Companies to, conduct their business only in the ordinary course consistent with past practice; provided, that notwithstanding the foregoing, the Company shall be permitted to negotiate and consummate the Propco Sales. Without limiting the generality of the foregoing, prior to the Closing the Company shall not, and the Company shall cause the Target Companies to not, without the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned, other than with respect to the items described in Sections 4.13(a), (h), (j), (k), (l), (p) and (u) (with respect to the foregoing subsections of Section 4.13), in which cases consent may be withheld by Parent at its sole discretion), (i) take or permit any action of the types described in Section 4.13 or (ii) otherwise take or permit any action that would reasonably be expected to result in any of the Company’s representations and warranties set forth in this Agreement becoming materially untrue or any of the conditions to Closing contained herein not being satisfied (provided, however, that, in each case, the Target Companies shall be permitted to take any action described in Section 6.1(a) of the Company Disclosure Letter without the prior written consent of Parent).

(b) During the Pre-Closing Period, Parent will, and Parent will cause its Subsidiaries to, conduct their business only in the ordinary course consistent with past practice; provided, that notwithstanding the foregoing, Parent shall be permitted to negotiate and consummate any De Minimis Acquisitions. Without limiting the generality of the foregoing, prior to the Closing Parent shall not, and Parent shall cause its Subsidiaries to not, without the prior written consent of the Company (not to be unreasonably

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withheld, delayed or conditioned, other than with respect to the item described in Sections 6.1(b)(ii), (b)(iii), (b)(v), and (b)(vi) (with respect to the foregoing subsections of Section 6.1(b)) below, in which case consent may be withheld by the Company at its sole discretion), (i) take or permit any action of the types described in Section 5.8; (ii) incur more than $10,000,000 of Indebtedness other than Indebtedness that is the Financing; (iii) declare, set aside or pay any dividend or distribute cash, capital stock or other property or securities in respect of its capital stock or purchase, redeem or otherwise acquire any shares of its capital stock or other securities (provided this restriction shall only apply to Parent); (iv) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other equity or voting interests or any securities convertible into, or exchangeable for, or any options, warrants, calls or rights to acquire or receive any such shares, interests or securities or any stock appreciation rights, phantom stock awards or other rights that are linked in any way to the price of the Parent Common Stock or the value of Parent, except in each case (A) as expressly contemplated by this Agreement or (B) upon the exercise of Parent Options issued prior to the Pre-Closing Period; (v) sell, assign, transfer, dispose of, or abandon any material property, rights or assets, except for the sale of inventory in the ordinary course of business consistent with past practice, or mortgage, pledge or subject any material property, right or assets to any Lien, charge or other restriction (other than Permitted Liens); (vi) enter into any Contract to do or engage in any of the actions described in clauses (i) through (v) hereof; or (vii) otherwise take or permit any action that would reasonably be expected to result in any of Parent’s representations and warranties set forth in this Agreement becoming materially untrue or any of the conditions to Closing contained herein not being satisfied.

6.2 Access.

(a) During the Pre-Closing Period, subject to the terms of any Real Property Leases, Parent will have the right to conduct, during normal business hours and upon reasonable prior notice, such due diligence, inspections and investigations as it may reasonably require for purposes of concluding due diligence, integration planning, obtaining the Financing, obtaining requisite Governmental Approvals and otherwise completing the transactions contemplated hereby with respect to the Target Companies and the businesses of the Target Companies, including all operational, environmental (excluding environmental testing), legal, regulatory and financial matters relating to the Target Companies and the businesses of the Target Companies. During such Pre-Closing Period, the Target Companies will permit Parent and its representatives to (i) inspect all of the foregoing, (ii) have reasonable access to the officers and employees of the Target Companies (which discussions shall not be deemed by the Target Companies to be a violation of any confidentiality agreement) and (iii) request additional information concerning all of the foregoing, and the Target Companies will, and will use commercially reasonable efforts to cause such officers, employees and other Persons to, reasonably cooperate with such due diligence, inspections and investigations, promptly respond to any requests for additional information hereunder and reasonably assist in integration planning. All of the requirements of this Section 6.2(a) shall be subject to: (A) any prohibitions or limitations of applicable Law, (B) the terms of any Contract entered into prior to the

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date hereof to which any of the Target Companies are a party to the extent disclosure thereof to Parent would reasonably be expected to violate the terms of such Contract (it being agreed that the parties shall use their reasonable efforts to cause such information to be provided in a manner that does not cause such violation or prohibition) and (C) any restrictions which the Company reasonably believes upon the advice of outside counsel are necessary to preserve the attorney-client privilege of the Target Companies.

(b) During the Pre-Closing Period, the Company will have the right to conduct, during normal business hours and upon reasonable prior notice, such due diligence, inspections and investigations as it may reasonably require for purposes of concluding due diligence, integration planning, obtaining the Financing, obtaining requisite Governmental Approvals and otherwise completing the transactions contemplated hereby with respect to Parent and the businesses of Parent, including all operational, environmental (excluding environmental testing), legal, regulatory and financial matters relating to Parent and the businesses of Parent. During such Pre-Closing Period, Parent will permit the Company and its representatives to (i) inspect all of the foregoing, (ii) have reasonable access to the officers and employees of Parent (which discussions shall not be deemed by Parent to be a violation of any confidentiality agreement) and (iii) request additional information concerning all of the foregoing, and Parent will, and will use commercially reasonable efforts to cause such officers, employees and other Persons to, reasonably cooperate with such due diligence, inspections and investigations, promptly respond to any requests for additional information hereunder and reasonably assist in integration planning. All of the requirements of this Section 6.2(b) shall be subject to: (i) any prohibitions or limitations of applicable Law, (ii) the terms of any Contract entered into prior to the date hereof to which Parent or any of its Subsidiaries is a party to the extent disclosure thereof to the Company would reasonably be expected to violate the terms of such Contract (it being agreed that the parties shall use their reasonable efforts to cause such information to be provided in a manner that does not cause such violation or prohibition) and (iii) any restrictions which Parent reasonably believes upon the advice of outside counsel are necessary to preserve the attorney-client privilege of Parent or any of its Subsidiaries.

6.3 Non-Negotiation.

(a) The Company covenants and agrees that during the Pre-Closing Period neither it nor any of its respective Affiliates, nor any representatives, officers, directors, equity holders, employees or other agents of any of the foregoing, will initiate, solicit, negotiate, discuss, enter into any agreement with respect to the potential sale of the Company (or any of its direct or indirect Subsidiaries, other than the Propco Sales), or a substantial interest therein (or any other transaction that would be inconsistent with the transaction contemplated hereby), whether by a sale of assets or stock, merger, recapitalization, reorganization or other transaction, or provide any information to any third party in connection with any such potential transaction. Consistent therewith, the Company and its representatives will immediately terminate any existing activities or discussions with all parties other than Parent with respect to any such transactions. Further, the Company agrees that it will disclose to Parent any offers or inquiries it receives regarding any such proposal or offer during the Pre-Closing Period

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(b) Parent covenants and agrees that during the Pre-Closing Period neither it nor any of its Affiliates, nor any representatives, officers, directors, employees or other agents of any of the foregoing, will initiate, solicit, negotiate, discuss, enter into any agreement with respect to a material acquisition transaction or combination, whether by acquisition of assets or stock, merger, recapitalization, reorganization or other transaction, or provide any information to any third party in connection with any such potential transaction, of any entity other than the Company. Consistent therewith, Parent and its representatives will immediately terminate any existing activities or discussions with all parties other than the Company with respect to any material acquisition transaction or combination. For purposes of this paragraph, a “material acquisition transaction or combination” shall mean acquisition transactions and/or combinations collectively involving an aggregate purchase price in excess of $10,000,000. For purposes of this Agreement, the term “De Minimis Acquisitions” shall mean acquisition transactions and/or combinations collectively involving an aggregate purchase price of less than $10,000,000.

(c) During the Pre-Closing Period, Parent shall not consummate a Change of Control, nor enter into any Contract relating to, or that could reasonably be expected to result in, a Change of Control.

6.4 Affiliate Transactions. Except as set forth in Section 6.4 of the Company Disclosure Letter, the Company shall, and shall cause the Target Companies and their respective Affiliates to, terminate, cancel and discharge, without payment or other satisfaction all Affiliate Transactions (other than salary or other compensation or benefits under Employee Benefit Plans paid or payable in the ordinary course of business consistent with past practice to employees of the Target Companies, in each case, in consideration for bona fide services performed by such employees) on or prior to the Closing Date.

6.5 Preparation of Proxy Statement; Stockholder Meetings.

(a) As promptly as reasonably practicable following the date of this Agreement, Parent shall prepare and cause to be filed with the SEC a preliminary Proxy Statement, and shall use its commercially reasonable efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as practicable. Each of the Company and Parent shall furnish all information (including financial statements) concerning itself, its respective Affiliates and the respective holders of such party’s capital stock to the other and provide such other assistance as may be reasonably requested by the other in connection with the preparation, filing and distribution of the Proxy Statement. The Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of the Company and Parent shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall promptly provide the other with copies of all correspondence between it and its representatives, on one hand, and the SEC, on the other hand. Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC

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with respect to the Proxy Statement and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Parent Company Stock entitled to vote at the Parent Stockholders’ Meeting as promptly as reasonably practicable after the later of (i) the tenth (10^th) day after the filing of the preliminary Proxy Statement with the SEC or (ii) the day Parent is notified by the SEC that it will not be reviewing the Proxy Statement or that it has no further comments on the preliminary Proxy Statement. Notwithstanding the foregoing, prior to mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Parent (i) shall provide the Company an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall reflect in such document or response all comments reasonably proposed by the Company. Parent shall also comply with and take any other action required to be taken under the Securities Act, the Exchange Act, the DGCL, any applicable foreign or state securities or “blue sky” Laws, and the rules and regulations thereunder, in connection with the filing and distribution of the Proxy Statement, the solicitation of proxies from Parent Stockholders thereunder and the issuance of Parent Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of its capital stock as may be reasonably requested in connection with any such actions.

(b) If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, shall be discovered by the Company or Parent which, in the reasonable judgment of the Company or Parent, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Proxy Statement and, to the extent required by Law, in disseminating the information contained in such amendment or supplement to stockholders of the Company and the stockholders of Parent. Nothing in this Section 6.5(b) shall limit the obligations of any party under Section 6.5(a). For purposes of Section 4.27, Section 5.13 and this Section 6.5, any information contained in the Proxy Statement concerning or related to the Company or its Affiliates which has been specifically provided by the Company for inclusion therein or otherwise approved by the Company will be deemed to have been provided by the Company, and any information concerning or related to Parent, its Affiliates or the Parent Stockholder’s Meeting which has been specifically provided by Parent for inclusion therein or otherwise approved by Parent will be deemed to have been provided by Parent.

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6.6 Company Stockholder Written Consent; Merger Sub Stockholder Written Consent.

(a) The Company will promptly after the execution of this Agreement and in any event no later than 11:59 p.m. (Eastern Time) on the date of this Agreement, submit this Agreement to the Company Stockholders for the purpose of approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, by written consent (each a “Company Stockholder Written Consent” and collectively, the “Company Stockholder Written Consents”), and the Company shall use its commercially reasonable efforts to obtain such Company Stockholder Approval as promptly as reasonably practicable after the execution of this Agreement and in any event no later than 11:59 p.m. (Eastern) on the date of this Agreement.

(b) The Company agrees that: (i) the Company Board shall unanimously recommend that the Company Stockholders vote to adopt and approve this Agreement and the Merger and shall use commercially reasonable efforts to solicit such approval within the time set forth in Section 6.6(a) (the recommendation of the Company Board that the Company Stockholders vote to adopt and approve this Agreement being referred to as the “Company Board Recommendation”); and (ii) the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to the Parent, and no resolution by the Company Board or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to the Parent shall be adopted or proposed prior to the receipt of the Required Company Stockholder Vote.

(c) Merger Sub will promptly after the execution of this Agreement and in any event no later than 11:59 p.m. (Eastern Time) on the date of this Agreement, submit this Agreement to the Merger Sub Stockholder for the purpose of approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, by written consent (the “Merger Sub Stockholder Written Consent”), and Merger Sub shall use its commercially reasonable efforts to obtain such Merger Sub Stockholder Approval as promptly as reasonably practicable after the execution of this Agreement and in any event no later than 11:59 p.m. (Eastern) on the date of this Agreement.

(d) Merger Sub agrees that: (i) the Merger Sub Board shall unanimously recommend that the Merger Sub Board Stockholder vote to adopt and approve this Agreement and the Merger and shall use commercially reasonable efforts to solicit such approval within the time set forth in Section 6.6(c) (the recommendation of the Merger Sub Board that the Merger Sub Stockholder vote to adopt and approve this Agreement being referred to as the “Merger Sub Board Recommendation”); and (ii) the Merger Sub Board Recommendation shall not be withdrawn or modified in a manner adverse to the Company, and no resolution by the Merger Sub Board or any committee thereof to withdraw or modify the Merger Sub Board Recommendation in a manner adverse to the Company shall be adopted or proposed prior to the receipt of the Required Merger Sub Stockholder Vote.

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6.7 Parent Stockholders’ Meeting.

(a) Parent shall take all action necessary and within its powers under applicable Laws to cause the Proxy Statement promptly to be mailed to the Parent Stockholders and to call, give notice of and hold a meeting of the Parent Stockholders to vote on the Parent Stockholder Approval Matter (such meeting, the “Parent Stockholders’ Meeting”). The Parent Stockholders’ Meeting shall be held as promptly as reasonably practicable, provided that in no event shall Parent be required to hold the Parent Stockholders’ Meeting earlier than the forty-fifth (45^th) day following the mailing of the Proxy Statement to the Parent Stockholders entitled to vote at the Parent Stockholders’ Meeting. The Parent Stockholders’ Meeting shall be subject to adjournments for up to twenty (20) additional days solely to the extent necessary to solicit additional proxies if the Required Parent Stockholder Vote is not obtained as of the initial Parent Stockholders’ Meeting date. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholders’ Meeting are solicited in compliance with applicable Laws. The written consent of the Company shall be required to adjourn or postpone the Parent Stockholders’ Meeting; provided, that in any case Parent may adjourn or postpone the Parent Stockholders’ Meeting if Parent reasonably determines, following consultation with its legal counsel, that failure to do so is necessary to avoid a breach of applicable Law, in which case, Parent will hold or resume the Parent Stockholders’ Meeting on the earliest date thereafter on which the Parent Stockholders’ Meeting could be held or resumed without breaching applicable Law.

(b) Parent agrees that, subject to Section 6.7(c): (i) the Parent Board shall unanimously recommend that the Parent Stockholders vote to approve the Parent Stockholder Approval Matter and shall use commercially reasonable efforts to solicit such approval within the timeframe set forth in Section 6.7(a) above; (ii) the Proxy Statement shall include a statement to the effect that the Parent Board unanimously recommends that the Parent Stockholders vote to approve the Parent Stockholder Approval Matter (the unanimous recommendation of the Parent Board that the Parent Stockholders vote to approve the Parent Stockholder Approval Matter being referred to as the “Parent Board Recommendation”); and (iii) the Parent Board Recommendation shall not be withdrawn or modified in a manner adverse to the Company, and no resolution by the Parent Board or any committee thereof to withdraw or modify the Parent Board Recommendation in a manner adverse to the Company shall be adopted or proposed.

(c) Notwithstanding anything to the contrary contained in Section 6.7(b), at any time prior to the approval of the issuance of Parent Common Stock in the Merger by the Parent Stockholders pursuant to the Required Parent Stockholder Vote, the Parent Board may withhold, amend, withdraw or modify the Parent Board Recommendation in a manner adverse to the Company if, but only if, the Parent Board determines in good faith, based on such matters as it deems relevant following consultation with its outside legal counsel, that the failure to withhold, amend, withdraw or modify such recommendation would result in a breach of its fiduciary duties under applicable Laws (a “Change in Recommendation”); provided, that the Company receives written notice from Parent confirming that the Parent Board has determined to change its recommendation at least two (2) Business Days in advance of the Parent Board Recommendation being withdrawn, withheld, amended or modified in a manner adverse to the Company.

(d) Parent’s obligation to call, give notice of and hold the Parent Stockholders’ Meeting in accordance with Section 6.7(a) shall not be limited or otherwise affected by any withdrawal or modification of the Parent Board Recommendation.

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6.8 Efforts to Close; Regulatory and Other Authorizations; Consents.

(a) Subject to the terms and conditions of this Agreement and the Transaction Documents, each of the parties hereto agrees to use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things (whether prior or subsequent to the Closing) as may be necessary to consummate and make effective as promptly as practicable the transactions contemplated hereby and thereby.

(b) Parent and the Company shall (and shall cause their applicable Affiliates to) (i) promptly make all filings and notifications with, and use their commercially reasonable efforts to, obtain all authorizations, consents, orders and approvals of, all Governmental Authorities that may be or become necessary for their respective execution and delivery of, and the performance of their respective obligations pursuant to, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents (including an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and obtaining early termination or expiration of the “waiting period” (as defined by the HSR Act and the Rules promulgated thereunder)) (collectively, “Governmental Approvals”), (ii) cooperate with the reasonable requests of each other in promptly seeking to obtain all such Governmental Approvals and (iii) take all commercially reasonable actions as may be reasonably necessary to obtain such Governmental Approvals (but subject to the conditions and limitations stated on Schedule C). Nothing herein will require the parties to litigate or oppose any Governmental Authority in court or administrative proceedings concerning the parties’ entitlement to Governmental Approvals or regulatory clearances for the transactions contemplated hereby. No party shall take any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any Governmental Approvals.

(c) Parent and the Company shall promptly notify each other of any material communication either of them receives from any Governmental Authority relating to the matters that are the subject of this Agreement and shall permit each other to review in advance any proposed material communication to any Governmental Authority. Neither Parent nor the Company shall agree to participate in any meeting with any Governmental Authority relating to the matters that are the subject of this Agreement unless such party consults with the other in advance and, to the extent permitted by such Governmental Authority, gives the other the opportunity to attend and participate at such meeting. The parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as such parties may reasonably request in connection with the foregoing. In no event shall Parent or the Company be obligated to provide the other any portion of its HSR notification filing not customarily furnished to the other party in connection with HSR filings.

(d) The Company and Parent shall work together in good faith to identity material Contracts and/or Permits of the Target Companies and/or the Parent Companies that require that consent be obtained, or notice be provided, to ensure that such Contracts and/or Permits will continue in full force and effect without any change or modification after the consummation of the transactions contemplated by this Agreement and the Transaction Documents. Company or Parent, as applicable, shall use its commercially reasonable efforts to obtain such written consents, authorizations and approvals or to provide such notices.

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6.9 Notices of Certain Events.

(a) During the Pre-Closing Period, the Company shall promptly notify Parent of any of the following which occur during the Pre-Closing Period or are received during the Pre-Closing Period by any of the Target Companies:

(i) any notice or other communication of which the Company has Knowledge, from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;

(ii) any notice or other communication of which the Company has Knowledge, from any Governmental Authority (A) delivered in connection with the transactions contemplated by this Agreement, or (B) indicating that a Permit is revoked or about to be revoked or that a Permit is required in any jurisdiction in which such Permit has not been obtained;

(iii) any actions, suits, claims, investigations or proceedings commenced or, to the Company’s Knowledge, threatened against, relating to or involving or otherwise affecting any Target Company, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.10 or that relate to the consummation of the transactions contemplated by this Agreement;

(iv) any written notice of the decision or intention of any other party to cancel, terminate or not renew any Contract required to be listed in Section 4.8(a) of the Company Disclosure Letter, whether in accordance with the terms of the respective Contract or otherwise;

(v) any written notice of any violation of any Law that has resulted or would reasonably be expected to result in Liabilities material to the Target Companies, taken as a whole;

(vi) any written notice regarding any potential infringement, misappropriation or violation of Intellectual Property of any other Person (including any cease-and-desist letters or demands or offers to license any Intellectual Property from any other Person);

(vii) any non-infringement legal opinion with respect to any Company Intellectual Property delivered to any of the Target Companies;

(viii) any inquiries from the Federal Trade Commission or any other federal or state Governmental Authority regarding the possible violation of Privacy Policies or any Laws relating to privacy, security or security breach notification by any of the Target Companies;

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(ix) any written complaint from any Website user regarding material non-compliance by any of the Target Companies with their Privacy Policy;

(x) any denial or dispute of any claim for coverage under any Insurance Policy where the claimed amount would reasonably be expected to exceed the self-insured retention or deductible;

(xi) any notice of cancellation or intent to cancel or increase or intent to increase premiums with respect to the Insurance Policies;

(xii) any written complaint from the Occupational Safety and Health Administration with respect to any matter that would reasonably be expected to be material to the Target Companies, taken as a whole;

(xiii) any notice regarding any actual, alleged or potential failure by any Target Company to comply with any material Permit;

(xiv) any notice of any citizen suit or governmental action with regard to or associated with any of the Real Property brought pursuant to any Environmental Requirement;

(xv) any inaccuracy in or breach of any representation, warranty or covenant of the Company, in each case in any material respect, contained in this Agreement;

(xvi) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Sections 7.1 and 7.2 impossible or not reasonably likely to be satisfied; and

(xvii) any entry of any Target Company into, or amendment by any Target Company of, any Affiliate Transactions.

No such notice shall be deemed to supplement or amend the Company Disclosure Letter for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement, or (ii) determining whether any of the conditions set forth in Article 7 (other than the condition set forth in Section 7.2(a) as to compliance with this Section 6.9(a)) has been satisfied.

(b) During the Pre-Closing Period, Parent shall promptly notify the Company of any of the following which occur during the Pre-Closing Period or are received during the Pre-Closing Period by Parent:

(i) any notice or other communication of which Parent has Knowledge from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;

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(ii) any notice or other communication of which Parent has Knowledge from any Governmental Authority delivered in connection with the transactions contemplated by this Agreement;

(iii) any actions, suits, claims, investigations or proceedings commenced or, to the Parent’s Knowledge, threatened against, relating to or involving or otherwise affecting Parent, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 5.12 or that relate to the consummation of the transactions contemplated by this Agreement;

(iv) any written notice of any violation of any Law that has resulted or would reasonably be expected to result in Liabilities material to Parent;

(v) any inaccuracy in or breach of any representation, warranty or covenant of Parent, in each case in any material respect, contained in this Agreement; and

(vi) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Sections 7.1 and 7.3 impossible or not reasonably likely to be satisfied.

No such notice shall be deemed to supplement or amend the Parent Disclosure Letter for the purpose of (i) determining the accuracy of any of the representations and warranties made by Parent in this Agreement, or (ii) determining whether any of the conditions set forth in Article 7 (other than the condition set forth in Section 7.3(a) as to compliance with this Section 6.9(b)) has been satisfied.

6.10 Tax Matters.

(a) Tax Returns.

(i) Parent shall, at Parent’s expense, prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Target Companies (i) for all periods ending on or prior to the Closing Date that are filed after the Closing Date (“Pre-Closing Period Tax Returns”) and (ii) for all Straddle Periods (“Straddle Period Tax Returns” and together with the Pre-Closing Period Tax Returns, the “Covered Tax Returns”). Such Pre-Closing Period Tax Returns shall be prepared, to the extent permitted by applicable law, on a basis consistent with the Tax Returns previously filed by the Target Companies and the Target Companies Tax and accounting policies. Parent shall provide a copy of any Covered Tax Return that relates to Income Taxes or involves a Tax liability in excess of $10,000 (a “Material Covered Tax Return”) to the Stockholders’ Representative (and, in the case of a Material Covered Tax Return relating to a Straddle Period, a sufficiently detailed statement certifying the amount of any Taxes attributable to the portion of the Straddle Period ending on the Closing Date reflected on such Straddle Period Tax Return (the “Tax Statement”)) for review and comment, at least 20 days prior to the due date (including all applicable extensions) for filing the applicable Material Covered Tax Return, except for any such Material Covered Tax Return that is due (including all

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applicable extensions) within 60 days after the Closing, which shall be provided within a reasonable time after the filing thereof; and except that for any Material Covered Tax Return that does not relate to Income Tax that the Parent is unable to deliver to the Stockholders’ Representative at the applicable time described in this Section 6.10(a), after undertaking commercially reasonable efforts to do so, Parent shall not be required to provide the Stockholders’ Representative with a copy of such Material Covered Tax Return before filing, and shall provide such a copy (together with the Tax Statement, as applicable) within reasonable time after the filing of such Material Covered Tax Return. Upon request, Parent shall make reasonable efforts to deliver to the Stockholders’ Representative, as reasonably practicable, copies of any relevant supporting schedules, work papers and other documentation that, in each case, are reasonably requested by the Stockholders’ Representative. Parent shall consider in good faith any comments delivered by the Stockholders’ Representative at least ten (10) days prior to the due date for filing the applicable Material Covered Tax Return (but not later than thirty (30) days after receipt by the Stockholders’ Representative of a copy of the applicable Material Covered Tax Return or Tax Statement, as applicable). Parent and the Stockholders’ Representative agree to consult and to attempt to resolve in good faith any disputes with respect to any comments timely made by the Stockholders’ Representative with respect to a Pre-Closing Material Tax Return or Tax Statement prior to the due date (including all applicable extensions) for the filing of the applicable Material Covered Tax Return. If Parent and the Stockholders Representative cannot resolve any dispute relating to a Material Covered Tax Return (including any Material Covered Tax Return delivered to the Stockholders’ Representative after the filing of such return), the matter shall be promptly referred to the Accounting Firm for resolution in accordance with Section 6.10(i), provided, however, that to the extent that the Accounting Firm does not resolve the dispute for any reason at least two (2) Business Days prior to the due date for filing the applicable Tax Return, Parent (or its Affiliate, as applicable) shall be entitled to file such Tax Return based on its discretion, and, to the extent necessary and permitted by applicable Tax law, shall file an amended Tax Return following the resolution of dispute by the Accounting Firm in accordance with such resolution. Notwithstanding the foregoing, in the event that the number of days in the period commencing immediately after the close of the applicable reporting period (or, if later, the Closing Date) and ending on the due date (including all applicable extensions) for filing the applicable Material Covered Tax Return is less than sixty (60) days, the numbers twenty (20), ten (10) and thirty (30) in this Section 6.10(a) above shall be reduced in the same proportion that such number of days in the period bears to sixty (60) days (and be rounded downwards).

(ii) Notwithstanding anything to the contrary in this Section 6.10(a) and Section 6.10(i), Parent shall not be required to consider or agree to, and no dispute shall be deemed to exist (including for purposes of Section 6.10(i) hereof) with respect to, any comment of the Stockholders’ Representative relating to any amount, form, statement or other item included in such Material Covered Tax Return that may not result in an indemnification obligation of the Company Stockholders for Taxes under

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this Agreement, provided that Parent timely delivers a written statement to the Stockholders’ Representative stating (in a form reasonably acceptable to the Stockholders’ Representative) that such items may not result in an indemnification obligation of the Company Stockholders for Taxes under this Agreement and affirmatively waiving any right for indemnification with respect to such items. Notwithstanding anything to the contrary contained in this Agreement or otherwise (including Section 6.10), the nonfulfillment or a breach of any covenant or agreement on the part of Parent under this Section 6.10(a) shall not affect the Company Stockholders’ indemnification responsibilities under this Agreement except to the extent that the Company Stockholders have been actually prejudiced as a result of such failure.

(iii) During the Pre-Closing Period, the Company shall, and shall cause each of the Target Companies to timely prepare, and make commercially reasonable efforts to complete before the Closing the preparation of, in each case in accordance with past practice, all Tax Returns that are due (including all applicable extensions) within ninety (90) days after the Closing, and, upon Parent’s request, permit Parent to review and comment on each such Tax Return.

(b) Cooperation on Tax Matters. Parent and the Surviving Corporation, on the one hand, and the Stockholders’ Representative, on the other hand, shall cooperate fully, as and to the extent reasonably requested, in connection with the filing of Tax Returns pursuant to this Agreement and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon request) the provision of records and information which may be reasonably relevant to any such Tax audit, litigation or other proceeding and making appropriate persons available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Parent and the Surviving Corporation shall (i) retain all books and records with respect to Tax matters pertinent to the Target Companies relating to any Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified, any extensions thereof) of the respective Tax periods, and abide by all record retention agreements entered into with any Tax authority, (ii) deliver or make available to Parent on the Closing Date, originals or accurate copies of all such books and records, and (iii) give Parent or the Stockholders’ Representative, as the case may be, reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Parent, the Surviving Corporation or the Stockholders’ Representative so requests, Parent, the Surviving Corporation or the Stockholders’ Representative, as the case may be, shall allow the requesting party to take possession of such books and records at such requesting party’s expense. Parent and the Stockholders’ Representative further agree, upon request and at the requesting party’s expense, to use their commercially reasonable efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby). The Parties further agree, upon request, to provide each other Party with all information that such other Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. Upon request, each Company Stockholder shall promptly deliver to Parent a completed and duly executed IRS Form W-8 or W-9, as applicable (or any successor form).

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(c) Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), (i) the amount of any Taxes based on or measured by income, net income, receipts, payroll, profits or similar items of any of the Target Companies for the period ending on the Closing Date, shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which any of the Target Companies holds a beneficial interest shall be deemed to terminate at such time) and (ii) the amount of any other Taxes of any of the Target Companies for a Straddle Period that relates to the period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period; provided, however, that in each case the Taxes allocated to the period of any Straddle Period ending on the Closing Date shall not include any Taxes occurring on the Closing Date but after the Effective Time that are attributable to any actions or activities other than in the ordinary course of business of the Target Companies occurring on the Closing Date but after the Effective Time (other than solely as a result of the Merger).

(d) Tax-Sharing Agreements. All tax-sharing agreements or similar agreements with respect to or involving any of the Target Companies shall be terminated as of the Closing Date, and, after the Closing Date, none of the Target Companies shall be bound thereby or have any liability thereunder.

(e) Transfer Tax. All transfer, documentary, stamp, registration, sales, use and other such Taxes, and all conveyance fees, recording charges and similar fees and charges, including any penalties and interest imposed thereon (“Transfer Tax”), incurred in connection with the Merger shall be paid by the Company Stockholders when due, and the Company Stockholders will, at their own expense, file all necessary Tax Returns and such other documentation with respect to such Transfer Taxes (“Transfer Tax Returns”) and, if required by applicable Law, Parent will, and will cause its Affiliates to) join in the execution of any such Transfer Tax Returns.

(f) Amendments of Tax Returns. After the Closing Date, neither Parent nor any of its Affiliates shall amend, modify or otherwise change any Covered Tax Return (or other Tax Return filed on or before the Closing Date) filed by or on behalf of the Target Companies to the extent that such amendment would result in an indemnification obligation of the Company Stockholders for Taxes under Sections 9.1 of this Agreement, unless otherwise required by applicable law or any Tax authority or unless advised by the Parent’s accounting firm to correct an error in the applicable Covered Tax Return, without the prior written consent of the Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. The provisions set forth in Section 6.10(a) above with respect to Material Covered Tax Returns relating to Income Taxes shall apply (with necessary modifications) with respect to the filing by Parent or any of its Affiliates of any amended Covered Tax Return (or other Tax Return filed on or before the Closing Date).

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(g) Tax Proceedings. This Section 6.10(g) (and not Section 9.4) shall apply to any Third Party Claim relating to Tax Proceedings (as defined below). After the Closing, Parent shall promptly notify the Stockholders’ Representative in writing of the proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim which, if determined adversely to the taxpayer or after the lapse of time, could be grounds for payment of indemnification for Taxes by the Company Stockholders under this Agreement (“Tax Proceeding”), provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Company Stockholders have been actually prejudiced as a result of such failure. Such notice shall contain factual information describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax liability. Parent shall have the right to control the conduct of such Tax Proceeding, provided that (i) Parent shall keep the Stockholders’ Representative informed on a timely basis with respect to any applicable developments relating to such Tax Proceedings (including the delivery of copies of any correspondence with the applicable Governmental Authority) and shall timely provide the Stockholders’ Representative with any other materials relating to such Tax Proceedings that are reasonably requested by the Stockholders’ Representative, (ii) the Stockholders’ Representative shall have the right to participate in (but not control), at its sole cost and expense, any such Tax Proceeding to the extent relating to a Pre-Closing Period Tax Return of the Target Companies (including, the right to attend meetings and review and comment on submissions relating to any such Tax Proceeding), (iii) Parent shall consider in good faith any comments provided by the Stockholders’ Representative with respect to any Tax Proceeding, and (iv) neither Parent nor any of its Affiliates may settle or compromise any Tax Proceeding that may result in an indemnification obligation of the Company Stockholders for Taxes under this Agreement without prior written consent of the Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed.

(h) Limitations on Indemnity. Notwithstanding anything to the contrary contained in this Agreement or otherwise, the Parent Indemnified Parties shall not be entitled to be indemnified or held harmless under this Agreement (including pursuant to a claim of breach of representation) for, and the Company Stockholders shall not be responsible for (including under Section 9.1(d)(i)) any Taxes to the extent (i) attributable to transactions or actions by Parent or its Subsidiaries outside of the ordinary course of business that occur on the Closing Date but after the Effective Time (other than solely as a result of the Merger) or (ii) resulting from the nonfulfillment or a breach of any covenant or agreement on the part of Parent under this Section 6.10 or any other portion of this Agreement.

(i) Tax Disputes. This Section 6.10(i) and not Section 10.12 shall govern any disputes related to matters that are governed by Section 6.10(a) or Section 6.10(f). The Stockholders’ Representative, Parent and their respective Affiliates shall try in good faith to resolve any dispute related to matters that are governed by Section 6.10(a) or Section 6.10(f) in a timely manner. In the event that

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the Stockholders’ Representative and Parent are unable to resolve in good faith any matter that is governed by Section 6.10(a) or Section 6.10(f) in a timely manner, the item in dispute shall be submitted immediately to a tax partner in a mutually acceptable, nationally recognized independent accounting firm (the “Accounting Firm”) for resolution within ten (10) Business Days after such dispute has been referred to it, but, in any event, not later than at least two Business Days prior to the due date (including applicable extensions) of the applicable Covered Tax Return. The Stockholders’ Representative and Parent shall each be afforded an opportunity to present to the Accounting Firm any material relating to the determination of the matters in dispute and to discuss such matters with the Accounting Firm. The determination by the Accounting Firm with respect to the matters submitted to it under this Section 6.10(i) shall be binding and conclusive on the parties. The fees and expenses of such Accounting Firm related to resolution of such disputes shall be split equally between the Company Stockholders, on one hand, and Parent, on the other hand.

(j) Section 338. No election under Code Section 338, or any similar provision of state, local or foreign law, may be made with respect to the Merger, without prior written consent of the Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed (it being understood that any such election, if made by Parent, shall not give rise to any indemnity obligation of the Company Stockholders under this Agreement).

(k) Tax Refunds. After the Closing, Parent shall make reasonable efforts, but shall not be required to initiate any Tax proceedings or, subject to the foregoing, file any Tax Return, to collect the Tax refunds that may be owed to the Target Companies and included in the Income Tax receivable recorded on the Financial Statements in the amount of $5,789,000 or the Covered Refunds. Upon reasonable request by the Stockholders’ Representative, and at the Company Stockholders’ sole expense, with respect to any Tax period ending on or prior to the Closing Date, Parent shall make reasonable efforts to cause the Target Companies to prepare and file any Tax return or claim for a Tax refund, or prepare and file an amended Tax return claiming a Tax refund, to the extent that such filing is necessary to realize any Tax refund included within the Covered Refunds, provided that Parent determines, based on its reasonable discretion, that (i) such action would not result in adverse Tax consequences to Parent or any Affiliate thereof (including the Target Companies) in any Tax period or a portion thereof, (ii) such action would be supported by applicable Law and the positions taken on such Tax return are “more likely than not”, based on technical merits, to be sustained upon examination, (iii) such action will not impose an undue burden on Parent or any of its Affiliates (or is likely to give rise to a Tax audit), and (iv) Stockholders’ Representatives has either paid in advance to Parent the cost associated with such action or made other arrangements with Parent for the payment of such cost (satisfactory to Parent upon its reasonable discretion). If, subsequent to a Governmental Authority’s allowance of a Tax refund, such Governmental Authority reduces or denies any such Tax refund, such Tax refund or the relevant portion thereof previously taken into account pursuant to Section 3.7 in calculating Cash Consideration shall be paid by the Company Stockholders, promptly upon request, to Parent.

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6.11 Indemnification of Officers and Directors.

(a) For a period of six (6) years after the Closing Date, the Surviving Corporation shall maintain in effect the Company’s current directors’ and officers’ liability insurance and fiduciary liability insurance (the “D&O Insurance”) (provided that the Surviving Corporation may substitute therefor policies with reputable and financially sound carriers with credit ratings not lower than the Company’s existing carrier) in respect of acts or omissions occurring prior to the Closing Date, covering each person currently covered by the D&O Insurance (a correct and complete copy of which D&O Insurance has been heretofore provided to Parent), on terms with respect to the coverage, deductible and amounts no less favorable than those of the D&O Insurance in effect on the date hereof; provided, however, that in no event shall the Surviving Corporation be required to expend in the aggregate pursuant to this Section 6.11(a) an annual amount in excess of 200% of the annual premiums currently paid by the Company for such insurance. Notwithstanding the foregoing, in lieu of maintaining the current policies of D&O Insurance, Parent may purchase “tail” coverage with a scope, policy limits and retained coverage not less favorable than the scope, policy limits and retained coverage currently provided.

(b) Following the Closing Date, the Surviving Corporation shall include and maintain in effect in its Organizational Documents for a period of six years after the Closing Date, provisions regarding the elimination of liability of directors (or their equivalent), indemnification of officers and directors thereof and advancement of expenses which are, with respect to each such entity, no less advantageous to the intended beneficiaries than the corresponding provisions contained in such Organizational Documents as of the date of this Agreement.

6.12 Parent Board Designees.

(a) Prior to the Closing, Parent and the Nominating and Governance Committee of the Parent Board shall take all actions (including making any filings and disclosures, and taking any other actions, necessary to comply with applicable Law and NASDAQ Marketplace Rules) so that, immediately following the Closing, without any further action by Parent or the Parent Board (i) the Parent Board shall be increased from five (5) members to eight (8) members and (ii) three (3) individuals designated by the Stockholders’ Representative, as soon as reasonably possible after the date hereof and in any event at least sixty (60) days prior to the anticipated Closing Date, from the list of potential candidates set forth on Schedule D (each such individual, and any successor thereto, substitute therefor or replacement thereof designated by the Stockholders’ Representative on behalf of the Company Stockholders as provided herein, being referred to herein as a “Board Designee” and collectively as the “Board Designees”) become members of the Parent Board, filling the vacancies created by the increase in the size of the Parent Board.

(b) After the Parent Stockholders’ Meeting, in connection with any annual meeting of the Parent Stockholders or any special meeting of the Parent Stockholders at which directors of the Parent Board are to be elected following the Closing, the Parent

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Board, upon recommendation of the Nominating and Governance Committee of the Parent Board, shall (i) nominate for election to the Parent Board of, (ii) unanimously recommend that the Parent Stockholders vote in favor of election to the Parent Board of, and (iii) solicit proxies in favor of the election of, any Board Designee whose term of office expires at such stockholder meeting (or, in the discretion of the Stockholders’ Representative, such replacements thereof or successors thereto designated by the Stockholders’ Representative) to the Parent Board; provided, that any such replacement or successor designated by the Stockholders’ Representative (as well as any individual designated by the Stockholders’ Representative pursuant to Section 6.12(a)) must (i) meet Parent’s director qualification standards generally applicable to its non-employee directors and (ii) be an independent director of Parent under (A) the bylaws of Parent or any applicable corporate governance policies or guidelines of Parent then in effect and (B) NASDAQ Marketplace Rules, in each case as determined in good faith by the Parent Board.

(c) The number of Board Designees that the Stockholders’ Representative shall be entitled to designate in connection with the nomination, appointment or election of directors shall equal (i) three (3) so long as the Company Stockholders collectively own of record and beneficially greater than or equal to 5,444,678 shares of Parent Common Stock, (ii) two (2) so long as the Company Stockholders collectively own of record and beneficially greater than or equal to 4,355,742 shares of Parent Common Stock and less than 5,444,678 shares of Parent Common Stock, (iii) one (1) so long as the Company Stockholders collectively own of record and beneficially greater than or equal to 2,177,871 shares of Parent Common Stock and less than 4,355,742 shares of Parent Common Stock, and (iv) none if the Company Stockholders collectively own of record and beneficially less than 2,177,871 shares of Parent Common Stock (in each case adjusted for stock splits, combinations or other similar transactions; provided, however, that the Parent Board shall in no event be obligated pursuant to this Section 6.12 to nominate, appoint or elect a number of Board Designees in excess of the product of the total number of directors on the Parent Board, multiplied by the percentage that the aggregate number of shares of Parent Common Stock then owned of record and beneficially by the Company Stockholders collectively, represents of the total number of shares of Parent Common Stock then outstanding, rounded up to the nearest whole number of directors. If, as a result of the immediately preceding sentence, the Parent Board is entitled, and intends, to nominate, appoint or elect less than all of the Board Designees at a particular time, the Stockholders’ Representative shall determine which of such Board Designees shall no longer constitute Board Designees; provided, that for purposes of clarification, if at any point the Company Stockholders are entitled to designate less than the number of Board Designees then serving as directors on the Parent Board, all Board Designees then serving as directors shall be permitted to remain on the Parent Board until the next annual meeting of the Parent Stockholders or special meeting of the Parent Stockholders at which directors of the Parent Board are to be elected.

(d) Promptly following the request of the Parent Board or the Nominating and Governance Committee thereof (which request shall, in the case of any individual designated by the Stockholders' Representative pursuant to Section 6.12(a), be deemed to have been made immediately upon such designation), any individual designated by Stockholders’ Representative for

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election (including pursuant to Section 6.12(a)) as a director shall (i) furnish (A) a completed director and officer questionnaire with respect to the background and qualifications of such person, substantially in the form provided to and requested to be completed by the then current members of the Parent Board, and (B) such nominee’s consent to Parent’s engaging in a background check of such nominee (including through a third party investigation firm), and information reasonably necessary to complete such a background check, in a manner consistent with background checks customarily engaged in by Parent for prospective new members of the Parent Board, and (ii) make himself or herself available for interviews by the Parent Board (and/or the Nominating and Governance Committee thereof). Notwithstanding anything to the contrary in this Section 6.12, in the event that the Parent Board determines in good faith, after consideration by the Nominating and Governance Committee of the Parent Board and consultation with outside legal counsel, that its nomination, appointment or election of a particular Board Designee (including a Board Designee designated by the Stockholders’ Representative from the list of potential candidates set forth on Schedule D pursuant to Section 6.12(a)) would constitute a breach of its fiduciary duties to the Parent Stockholders (provided that any such determination with respect to any individual designated by the Stockholders' Representative pursuant to Section 6.12(a) shall be made no later than forty-five (45) days after the individual's compliance with the first sentence of this Section 6.12(d)), then the Parent Board shall inform the Stockholders’ Representative of such determination in writing and explain in reasonable detail the basis for such determination and shall nominate another individual designated for nomination, election or appointment to the Parent Board by the Stockholders’ Representative (subject in each case to this Section 6.12(d)) and the Parent Board and Parent shall take all of the actions required by this Section 6.12 with respect to the election at such stockholder meeting of such substitute Board Designee. It is hereby acknowledged and agreed that the fact that a particular Board Designee is an affiliate, director, professional or agent of any Company Stockholders, or of any of its Affiliates, shall not in and of itself constitute an acceptable basis for such a determination by Parent Board.

(e) In the event that at any time there is a vacancy on the Parent Board resulting from retirement, resignation or other termination of service for any reason of a Board Designee, Parent shall (subject to Section 6.12(d)) promptly fill such vacancy (for the remainder of the then current term) with an individual designated by the Stockholders’ Representative; provided, that such individual shall be subject to the requirements of replacement or successor Board Designees set forth in Section 6.12(b).

(f) Any Board Designee shall be subject to applicable confidentiality requirements and other policies of Parent generally applicable to members of the Parent Board (including Parent’s insider trading and disclosure policies) as in effect from time to time, at any time while he or she is on the Parent Board to the same extent as the other directors on the Parent Board.

(g) Notwithstanding anything to the contrary contained herein, the Stockholders’ Representative shall not designate a Board Designee that is an affiliate, director, employee, professional or agent of a Company Stockholder or of any Affiliate of a Company Stockholder that is not, following the Effective Time, bound by the non-competition and non-solicitation of clients and customers covenants contained in Sections 6.01(a) and 6.01(c) of a Closing Agreement.

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6.13 Financing.

(a) During the Pre-Closing Period, the Company shall provide, and shall cause the Target Companies to provide, and shall use commercially reasonable efforts to cause their respective representatives, including legal and accounting advisors, to provide commercially reasonable cooperation requested by Parent in connection with the Financing and the other transactions contemplated by this Agreement (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Target Companies), including (i) participation in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) preparing and providing access to due diligence materials reasonably required in connection with the Financing, (iii) assisting with the preparation of materials for offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing; provided, that any such memoranda or prospectuses shall contain disclosure and financial statements with respect to the Target Companies or the Surviving Corporation reflecting the Surviving Corporation and/or its Subsidiaries as the obligor, (iv) at Closing executing and delivering any pledge and security documents, other definitive financing documents, or other certificates or documents as may be reasonably requested by Parent (including a certificate of the chief financial officer of the Target Companies with respect to solvency matters as of the Effective Time and consents of accountants for use of their reports in any materials relating to the Financing), (v) reasonably facilitating the pledging of collateral at Closing, (vi) furnishing Parent and its Financing sources (the “Financing Sources”) as promptly as practicable with such financial and other pertinent information regarding the Target Companies as may be reasonably requested by Parent, including all financial statements and financial data of type and form customarily included in private placements under Rule 144A of the Securities Act to consummate the offerings of debt securities contemplated by the Financing Letter at the time during the Company’s fiscal year such offerings will be made, (vii) providing assistance to Parent and Merger Sub as they may reasonably request in connection with the satisfaction of the conditions set forth in the Financing Letter, (viii) using commercially reasonable efforts to obtain accountants’ comfort letters, as reasonably requested by Parent, (ix) using commercially reasonable efforts to provide monthly financial statements (excluding footnotes) within thirty (30) days of the end of each month prior to the Closing Date, (x) taking all actions reasonably necessary to (A) permit the prospective lenders involved in the Financing to evaluate the Target Companies’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements, (B) at Closing establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing, and (C) at Closing provide insurance certificates and endorsements as required by prospective lenders involved in the Financing, (xi) reasonably assisting Parent with any presentation to the SEC with regard to the recording of the Merger as a recapitalization for financial reporting purposes in accordance with GAAP and reasonably cooperating in good faith with Parent, if so requested by Parent, in order to develop alternative means of recording

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the Merger as a recapitalization for financial reporting purposes in accordance with GAAP and (xii) taking all corporate actions, subject to the occurrence of the Closing, reasonably necessary to permit the consummation of the Financing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately following the Effective Time; provided, that the Target Companies shall not be required to approve or execute any agreements, certificates or other documents relating to the Financing prior to the Effective Time.

(b) Parent and Merger Sub shall use commercially reasonable efforts to obtain the Financing as promptly as reasonably practicable on the terms and conditions described in the Financing Letter, including using commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto on the terms and conditions contained therein or on other terms no less favorable to Parent and/or Merger Sub, (ii) to satisfy on a timely basis all conditions applicable to Parent and/or Merger Sub in such definitive agreements that are within their control, (iii) to comply with its obligations under the Financing Letter, and (iv) to enforce its rights under the Financing Letter (provided that the foregoing shall not obligate Parent to bring, or threaten to bring, a claim, action or lawsuit against any of the Financing Sources). Parent shall give the Company prompt notice upon becoming aware of any material breach by any party of the Financing Letter or any termination of the Financing Letter. Parent shall keep the Company informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Financing. Parent and Merger Sub shall not amend, modify or change any of the conditions in the Financing Letter in a manner that would reasonably be expected to materially delay or prevent the Closing without the prior written consent of the Company. Subject to the satisfaction of all the conditions to the Closing set forth in this Agreement, Parent and Merger Sub shall draw down on the financing referred to in the Financing Letter when the conditions set forth in the Financing Letter are satisfied. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Letter (as determined in the reasonable judgment of Parent and Merger Sub), Parent shall, as promptly as reasonably practicable, notify the Company and Parent and Merger Sub shall use commercially reasonable efforts to arrange to obtain alternative financing from alternative sources on terms no less favorable to Parent and/or Merger Sub (as determined in the reasonable judgment of Parent) as promptly as practicable following the occurrence of such event of unavailability. Parent shall keep the Company reasonably apprised of material developments relating to the Financing. The Financing Letter and any related fee letter may only be amended, modified, supplemented, restated or superseded after the date hereof but prior to the Effective Time without the prior written consent of the Company if the terms and conditions after giving effect thereto shall not (x) reduce the aggregate amount of the Financing, (y) expand upon the conditions precedent to the Financing as set forth in the Financing Letter and any related fee letter in any respect that would reasonably be expected to make such conditions less likely to be satisfied, or (z) reasonably be expected to delay the Closing.

(c) All non-public or otherwise confidential information regarding the Target Companies obtained by Parent or its representatives pursuant to this Section 6.13 shall be kept confidential in accordance with the Confidentiality Agreement; provided, however, that Parent and its representatives shall be permitted to disclose information as necessary and consistent with customary practices in connection with the Financing upon the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.

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(d) Notwithstanding anything to the contrary contained in this Agreement, (a) the Target Companies, the Company Stockholders, the Stockholders’ Representative and their respective subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not have any rights or claims against any Financing Source, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Financing Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and (b) no Financing Source shall have any liability (whether in contract, in tort or otherwise) to any of the Target Companies, the Company Stockholders, the Stockholders’ Representative and their respective subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Financing Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of, this Section 6.13(d).

6.14 Insurance Matters. No less than two (2) and no more than seven (7) days prior to Closing, the Target Companies shall provide Parent with (i) current loss runs under all Insurance Policies, by line of coverage, for all policy years from and after the Prior Acquisition Date, and (ii) an updated list of outstanding performance bonds and associated collateral that has been posted with any surety.

6.15 Holding Company Financial Statements. The Company shall use its reasonable best efforts to provide Parent by April 1, 2012 with (i) a certified copy of the audited consolidated balance sheets of the Company and its Subsidiaries as of September 30, 2010 and September 30, 2011 and the related audited consolidated statements of income, stockholders’ equity and cash flows for each of the years ended September 30, 2009, September 30, 2010 and September 30, 2011, together with a true and correct copy of the related notes and schedules thereto (the “Annual Holding Company Financial Statements”), the report of the Target Companies’ auditor on such audited financial statements, and all material letters received by the Company from such accountants prior to the time of delivery of such statements and report by the Company to Parent with respect to the results of such audits, (ii) a certified copy of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2011 and the related unaudited consolidated statements of income, stockholders’ equity and cash flows for fiscal quarter then ended and for the comparable fiscal quarter of the prior fiscal year, together with a true and correct copy of the related notes and schedules thereto, and, if and only to the extent required by SEC requirements, such statements shall be reviewed by the Target Companies’ auditor in accordance with

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AU Section 722 of the AICPA Professional Standards, ((i) and (ii), collectively, the “Holding Company Financial Statements”), and (iii) the Company's good faith calculation of the consolidated adjusted EBITDA of the Company and its Subsidiaries (calculated in the same manner as the calculations of adjusted EBITDA provided by the Company to Parent prior to the date hereof) and comparison of the Financial Statements against the Company's budgets (as provided by the Company to Parent prior to the date hereof) for the fiscal year ended September 30, 2011 and the fiscal quarter ended December 31, 2011; provided, that in any event the Company shall deliver all of the Holding Company Financial Statements and such calculations and comparisons to Parent by May 1, 2012.

6.16 Quarterly Financial Statements. Within forty-five (45) days following the end of each fiscal quarter that ends during the Pre-Closing Period, the Company shall provide Parent with a certified copy of the unaudited consolidated balance sheets of the Company and its Subsidiaries as of the end of such fiscal quarter and the related unaudited consolidated statements of income, stockholders’ equity and cash flows for such fiscal quarter and fiscal year-to-date period then ended and for the comparable periods of the prior fiscal year, together with a true and correct copy of the related notes and schedules thereto, and, if and only to the extent required by SEC requirements for purposes of the Proxy Statement, such statements shall be reviewed by the Target Companies’ auditor in accordance with AU Section 722 of the AICPA Professional Standards (the “Quarterly Financial Statements”), and in each case along with the Company's good faith calculation of the consolidated adjusted EBITDA of the Company and its Subsidiaries (calculated in the same manner as the calculations of adjusted EBITDA provided by the Company to Parent prior to the date hereof) and comparison of the Financial Statements against the Company’s budgets (as provided by the Company to Parent prior to the date hereof) for the fiscal quarter then ended.

6.17 Monthly Financial Statements and Statement of Net Debt. On or prior to the last day of each month during the Pre-Closing Period, the Company shall provide Parent with a certified copy of the following (in each case as of the last day of the prior month (the “Prior Month End”)), the unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Prior Month End and the related statements of operations and cash flows for the month then ended (the “Monthly Financial Statements”), including the Company's good faith calculation of each of the Company Net Working Capital and the Company Net Debt as of the Prior Month End, and in each case along with the Company's good faith calculation of the consolidated adjusted EBITDA of the Company and its Subsidiaries (calculated in the same manner as the calculations of adjusted EBITDA provided by the Company to Parent prior to the date hereof) and comparison of the Financial Statements against the Company’s budget (as provided by the Company to Parent prior to the date hereof) for the month then ended. The Monthly Financial Statements shall be consistent with the Books and Records in all material respects and fairly present in all material respects the financial condition, results of operations and cash flows of the Target Companies, the Company Net Working Capital and the Company Net Debt as of their respective dates and for the months then ended, except that such Monthly Financial Statements may lack footnote disclosure and will be subject to normal year-end adjustments otherwise required by GAAP, which will not be material, individually or in the aggregate.

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6.18 Material Letters Regarding Financial Statements. The Company shall provide to Parent, promptly upon receipt by the Company up until the Closing Date, all material letters received by the Target Companies from its accountants with respect to the Holding Company Financial Statements or the Intermediate Financial Statements.

6.19 Listing of Parent Common Stock. Parent shall use its reasonable best efforts to cause the Parent Common Stock to be issued pursuant to this Agreement to be approved for listing on NASDAQ, subject only to official of issuance, prior to the Closing.

6.20 Owned Real Property. The Company shall provide to Parent, within thirty (30) days of the date hereof, true, complete and correct copies of the deeds and other instruments (as recorded) by which the applicable Target Company acquired the Owned Real Property, and copies of all title insurance policies, opinions and surveys relating to such Owned Real Property.

6.21 Propco Taxes.

(a) The Company acknowledges and agrees that, consistent with Section 6.2(a) (Access), the Company shall provide Parent and its external accounting and tax advisors and counsels access to such documents and information regarding its determination and calculation of the estimated amount of the Propco Taxes as set forth on Exhibit H (the “Propco Taxes Estimate”) as Parent shall reasonably request, including access to (i) its working papers and its other materials which provide evidence of the basis for the Propco Taxes Estimate (together “Propco Information”), (ii) its employees involved in the preparation of the Propco Taxes Estimate, and (iii) its external accounting or tax advisors and counsels who have reviewed or been involved in the preparation of the Propco Taxes Estimate. Specifically, the Company shall provide Parent and its external accounting and tax advisors and counsels the following:

(i) Within thirty (30) days of the date hereof, all Propco Information reasonably requested by Parent regarding the Propco Sales that occurred prior to the date hereof (including in 2011);

(ii) As soon as it becomes available, a copy of KPMG LLP’s tax memorandum or opinion with respect to the Tax Restructuring;

(iii) Within thirty (30) days of the disposition of the remaining Propco assets all Propco Information reasonably requested by Parent regarding such transactions (and any related restructuring of Propco and its Subsidiaries); and

(iv) As soon as it becomes available, a copy of any memorandum or opinion provided by KPMG LLP regarding any of the Propco Sales.

The Propco Information set forth in Sections (i), (ii) and (iii) above shall be provided at least seventy-five (75) days prior to the Closing (the date of delivery of all such Propco Information, the “Materials Delivery Date”).

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(b) Parent shall be permitted to cause its external accounting and tax advisors and counsels to review Exhibit H and the materials provided by Company in accordance with the foregoing, in order to determine whether or not Parent disputes any tax position used to calculate, or the calculation of, the Propco Taxes Estimate. The parties agree that such review shall be conducted pursuant to a “more likely than not” standard (the “Review Standard”). If, consistent with the Review Standard, Parent’s external accounting firm, tax advisor or counsel advises Parent that the Propco Taxes Estimate does not comport with the Review Standard in all respects, then Parent shall be permitted to provide written notice to the Company stating that it disputes the Propco Taxes Estimate, which such notice shall state, in reasonable detail, the tax positions in dispute and Parent’s calculation of the Propco Taxes Estimate (the “Dispute Notice”). Parent must deliver a Dispute Notice no later than 30 calendar days after the Materials Delivery Date. If Parent timely delivers a Dispute Notice to the Company, then the Company and Parent shall use reasonable efforts to resolve such dispute within 5 days of the delivery of such Dispute Notice. If the parties are unable to resolve such dispute within such time period, the dispute shall be resolved in the manner set forth in Section 6.10(i); provided that the parties shall instruct the Accounting Firm to resolve such dispute using the Review Standard no later than 30 days after submission of the dispute to the Accounting Firm and in any event prior to the Closing. Notwithstanding the foregoing, such dispute shall be considered resolved in favor of the Company’s position as to any portion of the dispute if the Company obtains and delivers to Parent, at least 10 Business Days prior to the Closing, a tax opinion from KPMG LLP (or another “big four” accounting firm acceptable to Parent (acting reasonably)) to the effect that the Company’s position as to such portion of the dispute meets the Review Standard in all respects as to such portion of the dispute. If the Company is unable to deliver such a tax opinion and if the dispute is not resolved before the Closing by the Accounting Firm, then the Company shall be permitted, (a) no later than 4 Business Days prior to the Closing, to make an estimated tax payment to the applicable Tax authorities in the amount of Propco Taxes determined by Parent to be due (in which case, the Company shall promptly forward to Parent an official receipt (or a certified copy), or other documentation reasonably requested by Parent, evidencing such payment to such Tax authorities), or, at the Company’s election, (b) place such amount into the escrow contemplated by Section 7.2(l) pending resolution of such dispute. Upon the resolution of such dispute, the amounts held in escrow shall be distributed to the Company, and, if such resolution occurs after the Closing, the portion of the deposited funds determined by the resolution of the dispute to be in excess of the Propco Taxes, if any, shall be credited to the Company’s Cash and Cash Equivalents as of the Effective Time.

6.22 Propco Guaranty. At the Closing, Parent shall assume all of Central Parking Corporation’s obligations and liabilities under each Guaranty of Lease executed and delivered by Central Parking Corporation pursuant to the Agreement of Purchase and Sale by and among CPC Realty, LLC, Allright Corporation and CBV Parking I, LLC, dated as of November 30, 2011, as amended (the “Property Sale Agreement”); provided, that each Guaranty of Lease is substantially in the form attached to the Third Amendment to the Property Sale Agreement dated December 12, 2011, but with no rent prepayment obligation. Parent’s assumption of such obligations and liabilities under each Guaranty of Lease shall be pursuant to a written assumption agreement in form and substance reasonably acceptable to the Buyer under the Property Sale Agreement (or its applicable successor).

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6.23 Closing Agreements. The Company shall use its commercially reasonable efforts to cause each of the Company Stockholders that has not already executed a Closing Agreement to execute a Closing Agreement as soon as reasonably possible after the date hereof and in any event prior to the Effective Time.

6.24 Bodenhamer Agreements. The Company shall provide Parent with a written summary of all verbal Contracts between any of the Target Companies and William H. Bodenhamer Jr. by April 1, 2012.

ARTICLE 7

CONDITIONS PRECEDENT TO THE CLOSING; TERMINATION

7.1 Mutual Conditions Precedent to Obligations of Parent and the Company. The mutual obligations of Parent and the Company under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to the Closing, of all of the following conditions:

(a) NASDAQ Listing. The Parent Common Stock issuable to the Company Stockholders pursuant to this Agreement shall have been authorized for listing on NASDAQ upon official notice of issuance.

(b) No Legal Obstruction. No suit, action or proceeding by any third party or Governmental Authority with respect to the transactions contemplated hereby shall be pending or threatened in writing and no order shall have been entered in any such suit, action or proceeding that would have the effect of (i) making any of the transactions contemplated by this Agreement or the Transaction Documents illegal, (ii) otherwise preventing the consummation of such transactions or (iii) imposing limitations on such transactions and/or the ability of any party hereto to perform its obligations hereunder or under any Transaction Document.

(c) HSR Act. Any waiting period (and any extension of such period) under the HSR Act applicable to the transactions contemplated by this Agreement shall have expired or shall have been terminated.

(d) Stockholder Approval. This Agreement, the Merger and the other transactions contemplated hereby shall have been duly adopted and approved by the Required Company Stockholder Vote and the vote of Parent, voting in its capacity as Merger Sub Stockholder, and the Parent Stockholder Approval Matter shall have been duly approved by the Required Parent Stockholder Vote.

(e) Financing. The conditions precedent to the lender’s obligations to make available the Financing under the Financing Letter shall have been satisfied or waived and the financing thereunder shall be available to Parent. For purposes of this Section 7.1(e), the parties hereto agree that the financing under the Financing Letter shall be deemed not to be “available to Parent” in the event Parent duly requests the funds to be provided under such financing in accordance with the applicable documents and the Financing Sources do not (for any reason) provide such funds to Parent (provided that Parent has complied with its obligations under Section 6.13(b)).

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7.2 Conditions Precedent to Obligations of Parent. The obligations of Parent under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived in whole or in part in writing in the sole discretion of Parent:

(a) Performance. The Company shall have complied with and performed all of its obligations, covenants and agreements under this Agreement or any Transaction Document to be complied with or performed thereby in whole or in part prior to the Closing in all material respects.

(b) Representations and Warranties. The representations and warranties of the Company contained in this Agreement and each Transaction Document that are qualified as to their materiality shall be true and correct in all respects as of the date hereof and as of the Closing as if made at and as of such time, and any such representations and warranties that are not so qualified shall be true and correct in all respects as of the date hereof and in all material respects as of the Closing as if made at and as of such time (except that (i) the accuracy of representations and warranties that expressly speak only as of a specified date will be determined as of such date and (ii) Fundamental Representations shall be true and correct in all respects as of the Closing as if made at and as of such time).

(c) No Material Adverse Effect. No event, change or circumstance shall have occurred or arisen or exist which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on any of the Target Companies.

(d) Net Debt; Net Working Capital. The Combined Net Debt and Working Capital of the Target Companies as of the Effective Time shall not be in excess of the Net Debt and Working Capital Threshold.

(e) Bring Down Certificate. Parent shall have received a certificate, dated as of the Closing Date, duly executed by an officer of the Company, certifying the fulfillment of the conditions set forth in Sections 7.2(a), (b), (c) and (d).

(f) Closing Deliveries. Parent shall have received correct and complete copies of all documents and other items to be delivered thereto under Section 8.2 of this Agreement.

(g) Consents and Approvals. All approvals, authorizations and actions of, filings with and notices to any Governmental Authority (whether or not scheduled and including any Governmental Approvals) necessary to permit the Company to perform its obligations under this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby and thereby shall have been duly obtained, made or given, in form and substance reasonably satisfactory to Parent.

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(h) Sale of Propco.

(i) Each sale or disposition of the assets and liabilities of CPC PropCo, LLC (“Propco”) or its Subsidiaries to a third party (collectively, the “Propco Sales”) shall have occurred as described and on the terms set forth on Schedule E hereto, such that the Target Companies own no real property other than the Owned Real Property set forth on Section 4.9(a) of the Company Disclosure Letter.

(ii) The Propco Sales shall qualify for sale and leaseback accounting treatment, and each of the leases thereunder shall qualify as operating leases under GAAP (except for leases (not to exceed $300,000 in capital lease value in the aggregate) which do not qualify as operating leases under GAAP, but which do not result in disqualification of the Propco Sales for sale and leaseback accounting treatment), in each case to Parent’s satisfaction.

(i) Restructuring of the Target Companies. A restructuring of the equity arrangements of the Company shall have occurred as described and on the terms set forth on Schedule F hereto (the “Ownership Restructuring”).

(j) Closing Agreements. Each of the Company Stockholders shall be party to a Closing Agreement in the applicable form.

(k) Holding Company Financial Statements. (i) The stockholders’ equity as of September 30, 2011 set forth in the Annual Holding Company Financial Statements shall be equal to the stockholders’ equity set forth in the Draft Holding Company Financial Statements and (ii) the amounts set forth in the Annual Holding Company Financial Statements as of and for the twelve (12) month period ended September 30, 2011 shall not be materially different from the corresponding amounts set forth in the Draft Holding Company Financial Statements, excluding footnotes.

(l) Propco Cash. The Company shall have either (i) paid all Propco Taxes prior to the Effective Time, or (ii) deposited sufficient cash (the “Propco Cash”) to cover all unpaid Propco Taxes in an escrow account established with an escrow agent reasonably satisfactory to Parent (provided that, in the case of clause (i) and (ii), the amount of Propco Cash shall be determined in accordance with Section 6.22 hereof.

7.3 Conditions Precedent to Obligations of the Company. The obligations of the Company under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to the Closing, of all the following conditions, any one or more of which may be waived in whole or in part in writing in the sole discretion of the Company:

(a) Performance. Parent and Merger Sub shall have complied with and performed all of their respective obligations, covenants and agreements under this Agreement or any Transaction Document to be complied with or performed thereby in whole or in part prior to the Closing in all material respects.

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(b) Representations and Warranties. The representations and warranties of Parent and Merger Sub contained in this Agreement and each Transaction Document that are qualified as to their materiality shall be true and correct in all respects as of the date hereof and as of the Closing as if made at and as of such time, and any such representations and warranties that are not so qualified shall be true and correct in all respects as of the date hereof and true and correct in all material respects as of the Closing as if made at and as of such time (except that (i) the accuracy of representations and warranties that expressly speak only as of a specified date will be determined as of such date and (ii) Fundamental Representations shall be true and correct in all respects as of the Closing as if made at and as of such time).

(c) No Material Adverse Effect. No event, change or circumstance shall have occurred or arisen or exist which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Parent.

(d) Bring Down Certificate. The Company shall have received a certificate, dated as of the Closing Date, duly executed by an officer of Parent, certifying the fulfillment of the conditions set forth in Sections 7.3(a), (b) and (c).

(e) Closing Deliveries. The Company shall have received correct and complete copies of all documents and other items to be delivered thereto under Section 8.3 of this Agreement.

(f) Consents and Approvals. All approvals, authorizations and actions of, filings with and notices to any Governmental Authority (whether or not scheduled and including any Governmental Approvals) necessary to permit Parent and/or Merger Sub to perform its obligations under this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby and thereby shall have been duly obtained, made or given, in form and substance reasonably satisfactory to the Company.

7.4 Termination.

(a) Termination of Agreement. This Agreement may be terminated and abandoned at any time prior to the consummation of the Closing under the following circumstances:

(i) upon the written consent of both Parent and the Company;

(ii) by Parent, if any of the conditions set forth in Sections 7.1 and 7.2 shall not be fully satisfied, or if the Closing shall not have occurred, on or before October 31, 2012 (the “Outside Date”) (unless such failure results primarily from Parent or Merger Sub breaching any representation, warranty, covenant or agreement contained in this Agreement); provided, however, that the Outside Date may be extended by forty-five (45) days by the Company by written notice to Parent if the Closing shall not have occurred as a result of the conditions set forth in Section 7.1(d) failing to have been satisfied, if the Company reasonably believes in good faith that the relevant approvals will be obtained during such extension period;

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(iii) by Parent, if the Company shall have breached any representation, warranty, covenant or agreement contained in this Agreement, which breach cannot be or has not been cured within thirty (30) days after the giving of written notice by Parent to the Company thereof, and which breach would give rise to the failure of a condition set forth in Sections 7.1 or 7.2;

(iv) by the Company, if any of the conditions set forth in Sections 7.1 and 7.3 shall not be fully satisfied, or if the Closing shall not have occurred, on or before the Outside Date (unless such failure results primarily from the Company breaching any representation, warranty, covenant or agreement contained in this Agreement); provided, however, that the Outside Date may be extended by forty-five (45) days by Parent by written notice to the Company if the Closing shall not have occurred as a result of the conditions set forth in Section 7.1(d) failing to have been satisfied, if Parent reasonably believes in good faith that the relevant approvals will be obtained during such extension period;

(v) by the Company, if Parent shall have breached any representation, warranty, covenant or agreement contained in this Agreement, which breach cannot be or has not been cured within thirty (30) days after the giving of written notice by the Company to Parent thereof, and which breach would give rise to the failure of a condition set forth in Sections 7.1 or 7.3;

(vi) by either Company or Parent, whether before or after satisfaction of the condition set forth in Section 7.1(e), if any Law or Governmental Authority prohibits consummation of the Merger or if any order of a Governmental Authority restrains, enjoins or otherwise prohibits consummation of the Merger, and such order has become final and non-appealable;

(vii) by either Company or Parent, if this Agreement has been submitted to the Parent Stockholders for Parent Stockholder Approval at a duly convened Parent Stockholders’ Meeting and the Parent Stockholder Approval shall not have been obtained at such Parent Stockholders’ Meeting (including any adjournment or postponement thereof);

(viii) by the Company, if the Parent Board effects a Change in Recommendation; provided, that the Company may not terminate this Agreement pursuant to this Section 7.4(a)(viii) at any time after the vote with respect to the Company Stockholder Approval is called at the Parent Stockholders’ Meeting;

(ix) by Parent, if the arithmetic average of the VWAP of the Parent Common Stock for any period of ten (10) consecutive trading days is below $11.69, provided that (A) Parent provides a written notice of termination to the Company within five (5) Business Days following such period, in which case the termination shall be effective five (5) Business Days following the delivery of such notice, and (B) such notice is sent by Parent to the Company no later than ten (10) Business Days prior to the Parent Stockholders’ Meeting;

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(x) by the Company, if the arithmetic average of the VWAP of the Parent Common Stock for any period of ten (10) consecutive trading days is below $11.69, provided that (A) the Company provides a written notice of termination to the Parent within five (5) Business Days following such period, in which case the termination shall be effective five (5) Business Days following the delivery of such notice, and (B) such notice is sent by the Company to Parent no later than ten (10) Business Days prior to the Parent Stockholders’ Meeting;

(xi) By Parent, at or after 11:59 p.m. (Eastern Time) on the date of this Agreement, if Company Stockholder Written Consents from holders holding at least 94% of the outstanding shares of Company Common Stock have not been obtained and delivered to Parent; or

(xii) By the Company, at or after 11:59 p.m. (Eastern Time) on the date of this Agreement, if Merger Sub Stockholder Written Consents from holders holding 100% of the outstanding shares of Merger Sub Common Stock have not been obtained and delivered to the Company.

(b) Effect of Termination. In the event of termination of this Agreement pursuant to Section 7.4(a), this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto to any other party hereto or its Affiliates or their respective equityholders, partners, directors and officers under this Agreement, other than this Section 7.4(b), Section 7.4(c), Section 7.4(d) and Article 10, which shall survive any such termination, except that nothing herein shall relieve any party hereto from liability arising from or resulting from any willful breach of this Agreement by such party prior to such termination.

(c) Reimbursement of Expenses.

(i) If this Agreement is terminated pursuant to Section 7.4(a)(vii), Parent shall reimburse the Company and the Company Stockholders for all out-of-pocket costs and expenses of the Company incurred in connection with this Agreement and the Transaction Documents, including fees and disbursements of counsel (including counsel to the institutional Company Stockholders), accountants and other advisors, up to an aggregate maximum amount equal to the Expense Cap as of the date of the Parent Stockholders’ Meeting.

(ii) If this Agreement is terminated pursuant to Section 7.4(a)(ix), Parent shall reimburse the Company and the Company Stockholders for all out-of-pocket costs and expenses of the Company incurred in connection with this Agreement and the Transaction Documents, including fees and disbursements of counsel (including counsel to the institutional Company Stockholders), accountants and other advisors, up to an aggregate maximum amount equal to the Expense Cap as of the date of such termination.

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(iii) If this Agreement is terminated pursuant to Section 7.4(a)(x), the Company shall reimburse Parent for all out-of-pocket costs and expenses of Parent incurred in connection with this Agreement and the Transaction Documents, including fees and disbursements of counsel, accountants and other advisors, up to an aggregate maximum amount equal to the Expense Cap as of the date of such termination.

(d) Termination Fee. If this Agreement is terminated by the Company pursuant to Section 7.4(a)(viii), Parent shall pay to the Company Seven Million Five Hundred Thousand Dollars ($7,500,000), by wire transfer of immediately available funds to a bank account designated in writing by the Company within five (5) Business Days after the date this Agreement is terminated.

ARTICLE 8

CLOSING

8.1 Time and Place. The transactions contemplated by this Agreement shall be consummated (the “Closing”) at 10:00 a.m. local time on the second Business Day after the conditions set forth in Article 7 have been satisfied in accordance with the provisions hereof (other than conditions with respect to actions that must by their nature take place at the Closing itself) or at such other time or date as the parties hereto may mutually agree in writing (the “Closing Date”), at the offices of Katten Muchin Rosenman LLP at 525 West Monroe Street, Chicago, Illinois 60661, it being acknowledged and agreed that the parties prefer a Closing as of the last day of a calendar month.

8.2 Deliveries of the Company. At or prior to the Closing, the Company will deliver or cause to be delivered to Parent:

(a) Corporate Documents. Certificate of Incorporation (or comparable entity charter documents) of each of the Material Target Companies as in effect at the Closing, certified by the Secretary of State of the state of its formation as of a date not more than ten (10) calendar days prior to the Closing Date, and the by-laws (or comparable entity charter documents) of each of the Material Target Companies as in effect at the Closing, all of which shall be certified by the secretary (or Person performing a similar function) thereof.

(b) Certificates of Good Standing. Certificates of Good Standing, dated not more than ten (10) calendar days prior to the Closing Date, with respect to each of the Material Target Companies of the Company Disclosure Letter, issued by the Secretary of State of the state of its formation and by the Secretary of State of each jurisdiction in which each Target Company is qualified to do business as a foreign entity.

(c) Resolutions. A copy of the resolutions of the Company Board certified by the secretary (or Person performing a similar function) thereof as having been duly and validly adopted and in full force and effect, authorizing the execution and delivery of this Agreement and the Transaction Documents to which the Company is a party and the performance of the transactions contemplated hereby and thereby.

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(d) Tax Certificate. A certificate from each of the Company Stockholders who are Company Stockholders as of the Closing, substantially in the form provided for in Treasury Regulation section 1.1445-2(b)(2), certifying under penalties of perjury that such Company Stockholder is not a “foreign person” within the meaning of Treasury Regulation Section 1.1445-2(b).

(e) Payoff Letters and Lien Releases. Payoff letters for each instrument of Indebtedness of any of the Target Companies from the obligees thereunder setting forth the amounts necessary to pay off all Indebtedness under such instrument as of the Closing Date along with the per diem interest amount with respect thereto and otherwise in form and substance reasonably satisfactory to Parent, and providing for the release of all Liens held against the property of the Target Companies upon the payoff of such Indebtedness.

(f) Resignations. Except as otherwise specified in writing by Parent no fewer than two Business Days prior to the Closing Date, resignations all of the Target Companies’ directors (or equivalent governing members) and officers, effective as of the Closing Date.

(g) Corporate Records. All corporate minute books, stock ledgers and stock records of the Material Target Companies.

(h) Company Closing Schedule. The Company Closing Schedule, certified and signed on behalf of the Company by the chief financial officer of the Company.

(i) Auditor Consent. Consent from the Target Companies’ auditor, whereby such auditor permits Parent to include their audit report on the financial statements of the Target Companies in filings made by Parent with the SEC, to the extent required by applicable Law.

(j) Registration Rights Agreement. A Registration Rights Agreement signed by all of the Company Stockholders, substantially in the form set forth in Exhibit F (the “Registration Rights Agreement”).

(k) Holding Company Financial Statements. Certified copies of the Holding Company Financial Statements.

(l) Other Documents. Such other documents and instruments as Parent shall reasonably request in order to consummate the transactions contemplated hereby.

8.3 Deliveries of Parent. At or prior to the Closing, Parent will deliver to the Company:

(a) Corporate Documents. The Certificate of Incorporation of Parent as in effect at the Closing, certified by the Secretary of State of the State of Delaware as of not more than ten (10) calendar days prior to the Closing Date, and the by-laws of Parent as in effect at the Closing, certified by the Secretary thereof. The Certificate of Incorporation of Merger Sub as in effect at the Closing, certified by the Secretary of State of the State of Delaware as of not more than ten (10) calendar days prior to the Closing Date, and the bylaws of Merger Sub as in effect at the Closing, all of which shall be certified by the secretary thereof.

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(b) Certificates of Good Standing. Certificate of Good Standing, dated not more than ten (10) calendar days prior to the Closing Date, with respect to Parent, issued by the Secretary of State of the State of Delaware. Certificate of Good Standing, dated not more than ten (10) calendar days prior to the Closing Date, with respect to Merger Sub, issued by the Secretary of State of the State of Delaware.

(c) Resolutions. A copy of the resolutions of the Parent Board and Merger Sub Board, certified by the secretary (or Person performing similar functions) thereof as having been duly and validly adopted and in full force and effect, authorizing the execution and delivery of this Agreement and the Transaction Documents to which Parent and Merger Sub are a party and the performance of the transactions contemplated hereby and thereby.

(d) Registration Rights Agreement. The Registration Rights Agreement, duly executed by Parent.

(e) Other Documents. Such other documents and instruments as the Company shall reasonably request in order to consummate the transactions contemplated hereby.

ARTICLE 9

INDEMNIFICATION

9.1 Indemnification of Parent. After the Closing, each Company Stockholder (pursuant to such Company Stockholder’s agreement to be bound by the terms of this Article 9 in the Closing Agreements), shall severally, in accordance with and limited to such Company Stockholder’s Pro Rata Share, and not jointly, indemnify each of Parent, the Surviving Corporation and the Affiliates of each of the foregoing, and their respective directors, members, officers, equity holders, partners, employees, agents, subsidiaries, representatives and successors and assigns (collectively, the “Parent Indemnified Parties”), and save and hold each of the Parent Indemnified Parties harmless from and against and pay or reimburse the Parent Indemnified Parties as and when incurred for such Company Stockholder’s Pro Rata Share of:

(a) any and all Adverse Consequences which any Parent Indemnified Party may suffer, sustain or become subject to, in connection with, resulting from or arising out of, directly or indirectly, any inaccuracy in or breach of any representation or warranty of the Company contained in this Agreement;

(b) any and all Adverse Consequences which any Parent Indemnified Party may suffer, sustain or become subject to, in connection with, resulting from or arising out of, directly or indirectly, any nonfulfillment or breach of any covenant or agreement on the part of the Company prior to the Closing;

(c) the amount (if any) by which the amount paid by Parent or the Target Companies with respect to an Indemnified Item on Schedule G (the “Company Indemnified Items Schedule”) exceeds the amount set forth opposite such Indemnified Item on the Company Indemnified Items Schedule;

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(d) any and all (i) Income Taxes of any of the Target Companies for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (as allocated, in the case of a Straddle Period, pursuant to Section 6.10(c) hereof) (“Pre-Closing Tax Period”), (ii) any Transfer Taxes for which the Company Stockholders are responsible pursuant to Section 6.10(e), (ii) any Taxes resulting from, arising out of, or otherwise relating to, any of the Propco Sales or any other sale or disposition of real property by the Target Companies prior to the Effective Time (the “Propco Taxes”), (iv) Taxes of any member of an affiliated, consolidated, combined or unitary group of which Target or any of its Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, and (v) any Taxes resulting from, arising out of, or otherwise relating to the Merger, the Ownership Restructuring or the Tax Restructuring;

(e) any and all (i) Taxes of any of the Target Companies for all Pre-Closing Tax Periods (as allocated, in the case of a Straddle Period, pursuant to Section 6.10(c) hereof), and (ii) Taxes of any Person (other than the Target Companies) imposed on any of the Target Companies as a transferee or successor, by contract or pursuant to any law, rule, or regulation (including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation), which Taxes relate to an event or transaction occurring on or before the Closing, in each case to the extent such Taxes are not governed by Section 9.1(d); provided, however, that the Company Stockholders shall be liable for any Tax that is not an Income Tax pursuant to clauses (i) and (ii) above (or pursuant to Sections 9.1(a)-(d)) only to the extent that such Tax exceeds the amount, if any, taken into account for such Tax, if any, in the determination of the Company Net Working Capital of the Target Companies as of the Effective Time; provided further, that where the Combined Net Debt and Working Capital of the Target Companies as of the Effective Time exceeds the Lower Indemnification Threshold, the aggregate amount of Taxes excepted under the foregoing proviso shall not exceed the sum of (x) the portion of all Taxes included in the determination of the Company Net Working Capital of the Target Companies as of the Effective Time that resulted in a reduction of the additional cash consideration that would be payable to the Company Stockholders pursuant to Section 3.7(b) plus (y) the portion of all Taxes, if any, included in the determination of the Company Net Working Capital that result in a payment obligation of the Company Stockholders pursuant to Section 9.1(f), as determined in the case of clause (x) or (y) on a “with and without” basis in respect of all such Taxes included in the determination of Company Net Working Capital of the Target Companies as of the Effective Time.

(f) the amount (if any) by which the actual Combined Net Debt and Working Capital of the Target Companies as of the Effective Time is greater than the Upper Indemnification Threshold;

(g) any and all Adverse Consequences resulting from, arising out of, or otherwise relating to or owed by Propco or any of its Subsidiaries, the Propco Sales or any other sale or disposition of real property by the Target Companies prior to the Effective Time (including any and all Taxes of Propco or any of its Subsidiaries for any Pre-Closing Tax Period); and

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(h) any and all Adverse Consequences resulting from, arising out of, or otherwise relating to the exercise of appraisal rights by any of the Company Stockholders, including any amounts paid to such Company Stockholders in excess of the consideration that would otherwise be payable hereunder.

9.2 Indemnification of Company Stockholders. After the Closing, Parent shall indemnify the Company Stockholders and the Affiliates of each of the foregoing, and their respective directors, members, officers, equity holders, partners, employees, agents, subsidiaries, representatives, successors and permitted assigns (the “Company Indemnified Parties”) and save and hold each of the Company Indemnified Parties harmless from and against and pay on behalf of or reimburse the Company Indemnified Parties as and when incurred for any and all Adverse Consequences which any Company Indemnified Party may suffer, sustain or become subject to, in connection with, resulting from or arising out of, directly or indirectly, any (a) inaccuracy in or breach of any representation or warranty of Parent contained in this Agreement or (b) nonfulfillment or breach of any covenant or agreement on the part of Parent under this Agreement.

9.3 Certain Limitations.

(a) The representations and warranties of the parties contained in this Agreement shall survive the Closing and continue in full force and effect (i) in the case of the representations and warranties set forth in Sections 4.1, 4.3(a), 4.3(b), 4.4, 4.25, 5.1, 5.3(a), 5.3(b), 5.4 and 5.22, indefinitely; (ii) in the case of the representations and warranties set forth in Sections 4.16, 4.18, 4.21, 4.28, 5.19, 5.20 and 5.21 until sixty (60) days following the expiration of the applicable statute of limitations (including any extension thereof) with respect to the subject matter of such representations and warranties; and (iii) in the case of all other representations and warranties, until the date that is eighteen (18) months following the Closing Date. The representations and warranties identified in clause (i) of the immediately preceding sentence are referred to herein as the “Fundamental Representations.” Notwithstanding anything herein to the contrary, if written notice of any claim for indemnification hereunder has been delivered in accordance herewith prior to the expiration of the representation or warranty upon which such claim is based, the relevant representations and warranties shall not expire as to such claim only, and such claim may be pursued, until the final resolution of such claim in accordance with the provisions of this Article 9.

(b) The Company Stockholders shall not be liable to Parent Indemnified Parties under (i) Section 9.1(a), (ii) Section 9.1(b) in respect of Section 6.9(a)(xv) or (xvi) or (iii) Section 9.1(c) with respect to Indemnified Items #3, #4, #10 and #11 on the Company Indemnified Items Schedule, unless and until the Adverse Consequences incurred by all Parent Indemnified Parties pursuant thereto exceed, in the aggregate, $1,500,000 (the “Deductible”), in which case the Company Stockholders shall be liable, subject to Section 9.3(d), to the applicable Parent Indemnified Party for the full amount of the Adverse Consequences in excess of the Deductible.

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(c) Parent shall not be liable to the Company Indemnified Parties under Section 9.2(a) or Section 9.2(b) in respect of Section 6.9(b)(v) or (vi), unless and until the Adverse Consequences incurred by all Company Indemnified Parties exceed, in the aggregate, the Deductible, in which case Parent shall be liable, subject to Section 9.3(e), to the applicable Company Indemnified Party for the full amount of the Adverse Consequences in excess of the Deductible.

(d) The aggregate amount required to be paid by the Company Stockholders for claims for indemnification made under Section 9.1(a), 9.1(b) in respect of Section 6.9(a)(xv) or (xvi), 9.1(c) and 9.1(e) shall not exceed an amount equal to (i) Twenty Seven Million Dollars ($27,000,000.00), plus (ii) the Additional Cash Consideration (if any), in the aggregate.

(e) The aggregate amount required to be paid by Parent shall not exceed Fifteen Million Dollars ($15,000,000.00), in the aggregate, for claims for indemnification made under Section 9.2(a) or Section 9.2(b) in respect of Section 6.9(b)(v) or (vi).

(f) Notwithstanding anything to the contrary contained herein, (i) Sections 9.3(b), 9.3(c), 9.3(d) and 9.3(e) shall not apply to Adverse Consequences in connection with, resulting from or arising out of directly or indirectly, any inaccuracy in or breach of a Fundamental Representation or fraud, (ii) Sections 9.3(b) and 9.3(c) shall not apply to Adverse Consequences in connection with, resulting from or arising out of directly or indirectly, any inaccuracy in or breach of the representations and warranties in Section 4.21 or 5.20, and (iii) no indemnification payment made by the Company Stockholders or Parent, as the case may be, with respect to any Fundamental Representation shall be considered in determining whether the caps in Sections 9.3(d) and
9.3(e) have been met.

(g) Notwithstanding any provision herein to the contrary, no claim may be made by the Parent Indemnified Parties under Section 9.1(a) in respect of any Adverse Consequences that are the subject of one or more Indemnified Items listed on the Company Indemnified Items Schedule.

(h) Notwithstanding anything to the contrary contained in this Agreement, in no event shall any Company Stockholder be required to pay any amount in satisfaction of claims for indemnification under the provisions of this Agreement in excess of the value of consideration received by such Company Stockholder under this Agreement (the “Company Stockholder Merger Consideration”), which shall be an amount equal to the Pro Rata Share of Parent Common Stock received by such Company Stockholder pursuant to Section 3.2 hereof (valued at the Closing Share Value thereof) plus such Company Stockholder’s Pro Rata Share of the Cash Consideration to which such Company Stockholder is entitled hereunder.

9.4 Indemnification Procedure. No Parent Indemnified Party or Company Indemnified Party may seek indemnification under this Article 9, unless such party (the “Indemnified Party”) shall have first delivered written notice to the applicable indemnifying party (the “Indemnifying Party”) of the facts and circumstances (set forth in reasonable detail) giving rise to the claim within the applicable survival period for such claim as set forth in Section 9.3(a).

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(b) If any claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article 9 (a “Third Party Claim”), the Indemnified Party shall promptly notify the Indemnifying Party of such Third Party Claim in writing, specifying the basis of such claim and the facts pertaining thereto, and the Indemnifying Party, if the Indemnifying Party so elects, may assume and control the defense thereof at the Indemnifying Party’s expense (and shall consult with the Indemnified Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Party; provided that, as a condition precedent to the Indemnifying Party’s right to assume control of such defense, the Indemnifying Party must first furnish the Indemnified Party with reasonable evidence that the Indemnifying Party is and will be able to satisfy any amount that such Indemnifying Party would be required to pay with respect to the Adverse Consequences relating to such claim; provided, further, that the Indemnifying Party shall not have the right to assume control of such defense if the claim which the Indemnifying Party seeks to assume control of (i) seeks material non-monetary relief, or (ii) involves criminal or quasi-criminal allegations. If the Indemnifying Party is permitted to assume and control the defense of a Third Party Claim and elects to do so, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (A) the Indemnifying Party has specifically agreed in writing otherwise, (B) the Indemnified Party has been advised by outside counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party, or (C) the Indemnifying Party has failed to assume the defense and employ counsel; in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party. If the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with the terms hereof, the Indemnifying Party may not enter into a settlement or consent to any judgment without the prior written consent of the Indemnified Party unless (i) such settlement or judgment involves monetary damages only, all of which will be paid, without limitation, by the Indemnifying Party and no admission of fault or culpability on behalf of any Indemnifying Party, and (ii) a term of the settlement or judgment is that the Person or Persons asserting such claim unconditionally and irrevocably release all Indemnified Parties from all liability with respect to such claim; otherwise, the consent of the Indemnified Party shall be required in order to enter into any settlement of, or consent to the entry of a judgment with respect to, any claim (which consent shall not be unreasonably withhold, delayed or conditioned). A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Article 9 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice. If the Indemnifying Party does not assume and/or is not controlling the defense of a Third Party Claim for any reason, the Indemnifying Party shall have the right to employ counsel

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separate from counsel employed by the Indemnified Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnifying Party shall be at the expense of the Indemnifying Party. The Indemnified Party may not enter into a settlement or consent to any judgment of any Third Party Claim without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, delayed or conditioned).

(c) The provisions set forth in Section 9.4(b) shall not apply to any suits, actions, claims, proceedings, investigations, arbitrations and/or mediations in existence as of the Closing Date (the “Existing Litigation Matters”). From and after the Closing, Parent shall have the sole and exclusive right to control the defense of all Existing Litigation Matters and the sole and exclusive right to settle or consent to any judgment with respect to any Existing Litigation Matters. From and after the Closing, Parent shall manage the Existing Litigation Matters in a commercially reasonable manner. For purposes of clarification (i) from and after the Closing, the Company Stockholders shall have no right to participate in the defense of any Existing Litigation Matters and shall have no right to approve the settlement or consent to any judgment with respect to any Existing Litigation Matters and (ii) following the Closing, Parent shall have the sole and exclusive right determine which (if any) structural repair and maintenance expenditures are made by or on behalf of the Target Companies.

(d) Any claim by an Indemnified Party for indemnification other than indemnification against a Third Party Claim will be asserted by giving the Indemnifying Party written notice thereof, and the Indemnifying Party will have a period of sixty (60) calendar days within which to respond to such claims. If the Indemnifying Party does not so respond within such sixty (60) calendar day period, the Indemnifying Party will be deemed to have accepted such claim.

9.5 Materiality Qualifiers. For purposes of determining the amount of Adverse Consequences arising from a breach for which Parent Indemnified Parties or Company Indemnified Parties are entitled to indemnification under Sections 9.1(a) or 9.2(a) all qualifications contained in the representations and warranties of Parent or the Company contained in this Agreement that are based on materiality (including all usages of “material”, “Material Adverse Effect” or similar qualifiers) will be disregarded.

9.6 Investigation. An Indemnified Party’s right to indemnification, payment of Adverse Consequences or other remedies based on any representation, warranty, covenant or obligation of another party contained in or made pursuant to this Agreement shall not be affected by any investigation conducted by such Indemnified Party or any of its representatives or any knowledge acquired (or capable of being acquired) by any such Indemnified Party or its representatives, in each case, at any time, whether before or after the execution and delivery of this Agreement or the Effective Time. Notwithstanding the foregoing, if (i) Parent or the Company (as applicable, the “Breaching Party”) notifies the other (the “Non-Breaching Party”) in writing prior to the Closing that the Breaching Party has breached this Agreement, (ii) such notice includes a reasonably detailed description of such breach, (iii) the Breaching Party acknowledges in such notice that it will be unable to satisfy its conditions to Closing and therefore the Non-Breaching Party has the right to terminate this Agreement, and (iv) the Non-Breaching thereafter elects to waive such conditions, then the Non-Breaching Party shall not be entitled to any right to indemnification, payment of Adverse Consequences or other remedies based on such breach.

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9.7 Payment.

(a) Any indemnification obligation under this Agreement for any Adverse Consequences shall be net of (i) any Tax Savings attributable to such Adverse Consequences (or as a direct result of an adjustment by a Tax authority directly corresponding to such Adverse Consequences) actually realized by the Indemnified Party after the Closing in the taxable year during which such Adverse Consequences occurs or in the immediately following taxable year, and (ii) any insurance proceeds or any indemnity, contribution or other similar payment actually received by the Indemnified Party from any third party with respect thereto, net of any expenses and increase in applicable premiums/retro-premiums related to the recovery of such proceeds, provided, however, that to the extent that such Tax Savings is subsequently denied by any Taxing authority, the Indemnifying Party shall pay to the Indemnified Party the appropriate portion of the amount of such Tax Savings previously used to reduce the Indemnifying Party’s indemnification obligation pursuant to this Section 9.7(a). In the event that any insurance or other recovery is recognized or received by any Indemnified Party with respect to any indemnification obligation for which any such Indemnified Party has been indemnified under this Agreement, then a refund equal to the aggregate amount of the recovery (up to the aggregate amount previously paid by the Indemnifying Party in respect of such indemnification obligation) shall be made promptly to the Indemnifying Party, net of any expenses and increase in applicable premiums/retro-premiums related to the recovery of such proceeds. The Indemnified Party shall be deemed to realize a tax savings (“Tax Savings”) with respect to any Adverse Consequences in any taxable year if, and to the extent that, the Indemnified Party’s actual liability for Taxes for such taxable year, calculated by excluding any Tax items attributable to the applicable Adverse Consequences, exceeds the Indemnified Party’s actual liability for Taxes for such taxable year, calculated by taking into account any Tax items attributable to such Adverse Consequences for such taxable year.

(b) Payments of all amounts owing by an Indemnifying Party under this Article 9 shall be made promptly upon a final settlement among the Indemnifying Parties and the Indemnified Parties or upon a final adjudication determined by a court of competent jurisdiction that an indemnification obligation is owed by an Indemnifying Party to the Indemnified Party under this Article 9. Any payment that is not made within ten (10) Business Days of the determination that such obligation is owing shall bear interest at a rate of ten percent (10%) per annum, or, if less, the maximum rate permitted by applicable Law. In addition, the Indemnifying Party shall reimburse the Indemnified Party for any and all costs or expenses of any nature or kind whatsoever (including reasonable legal fees and expenses) incurred in seeking to collect payment under this Article 9, and no limitation in this Article 9 shall apply to such reimbursement or to any interest paid or to be paid pursuant to this Section 9.7.

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(c) Payment by Company Stockholders.

(i) Payment of Capped Items. Any amount to be paid by the Company Stockholders to satisfy their indemnification obligations for claims made under Sections 9.1(a), Section 9.1(b) in respect of Section 6.9(a)(xv) and (xvi), 9.1(c) and 9.1(e), shall be deemed to be paid to Parent by reducing the amount of Cash Consideration that would otherwise be payable to the Company Stockholders pursuant to Section 3.7 dollar for dollar by an amount equal to such obligations.

(ii) Payment of Uncapped Items. Any amount to be paid by the Company Stockholders to satisfy their indemnification obligations for claims made under Sections 9.1(b) (except in respect of Section 6.9(a)(xv) and (xvi)), 9.1(d), 9.1(f), 9.1(g) and 9.1(h), shall be payable, upon the election of the Stockholders’ Representative, by either (A) satisfying such obligations with cash or with shares of Parent Common Stock (valued for such purposes at the Closing Share Value) (each, a “Cash or Stock Election”), or (B) satisfying such obligations by deeming such amounts to be paid to Parent by reducing the amount of Cash Consideration that would otherwise be payable to the Company Stockholders pursuant to Section 3.7 dollar for dollar by an amount equal to such obligations (each, a “Deduction Election”), but only to the extent the Cash Consideration that remains payable to the Company Stockholders after satisfying such obligations pursuant to Section 3.7 is at least Seventeen Million Dollars ($17,000,000.00), and thereafter the Company Stockholders must satisfy any unpaid obligations with cash or with shares of Parent Common Stock (valued for such purposes at the Closing Share Value). Notwithstanding the foregoing, if the Stockholders’ Representative makes a Cash or Stock Election pursuant to this Section 9.7(c)(ii), Parent shall have the right to reject such cash or shares of Parent Common Stock, and instead deem the amounts owed by the Company Stockholders pursuant to their indemnification obligations to be paid to Parent by reducing the amount of Cash Consideration that would otherwise be payable to the Company Stockholders pursuant to Section 3.7 dollar for dollar by an amount equal to such obligations.

(iii) Replenishment. To the extent that a payment pursuant to Section 9.7(c)(i) would cause the Cash Consideration that remains payable to the Company Stockholders pursuant to Section 3.7 to be reduced below Seventeen Million Dollars ($17,000,000.00) (the amount of such shortfall, the “Cash Consideration Shortfall Amount”), the Company Stockholders shall promptly pay Parent (each such payment, a “Replenishment”) an aggregate amount in cash equal to the lesser of (A) the Cash Consideration Shortfall Amount and (B) an amount equal to (X) the aggregate amount of Deduction Elections made pursuant to Section 9.7(c)(ii)(B), less (Y) any Replenishments previously made by the Company Stockholders to Parent pursuant to this Section 9.7(c)(iii). For purposes of clarification, if the Stockholders’ Representative makes a Cash or Stock Election to satisfy an indemnification obligation and Parent rejects such cash or shares, the Company Stockholders shall not have a Replenishment obligation pursuant to this Section 9.7(c)(iii) with respect to such indemnification obligation.

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(d) Payment by Parent. Parent shall be entitled to satisfy its indemnification obligations under this Article 9 with cash or by issuing additional shares of Parent Common Stock (valued for such purposes at the Closing Share Value).

9.8 Adjustment to Merger Consideration. Any indemnification received under this Article 9 shall be treated by Parent, the Company Stockholders and their respective Affiliates, to the extent permitted by applicable Law, as an adjustment to the consideration received by the Company Stockholders.

9.9 Exclusive Remedy. Other than the rights of the parties hereto to seek specific performance, injunctive or other equitable relief, or in the case of fraud or any willful and malicious breach, the provisions of this Agreement set forth the exclusive rights and remedies of the parties hereto to seek or obtain damages or any other remedy or relief from any party with respect to matters arising under this Agreement.

9.10 Adjustments to the Net Debt and Working Capital Threshold and Base Cash Amount. To the extent that (a) any of the Target Companies makes a payment before the Effective Time with respect to any Indemnified Item set forth on the Company Indemnified Items Schedule, which if such payment had been made after the Effective Time would have resulted in an indemnification obligation on the part of the Company Stockholders pursuant to Section 9.1(c) hereof, (b) such payment is made using Cash and Cash Equivalents of the Target Companies and does not increase the Indebtedness of the Target Companies, (c) such payment would increase the Combined Net Debt and Working Capital of the Target Companies and (d) the Company obtains the consent of Parent to make such payment (such consent not to be unreasonably withheld conditioned or delayed), then (i) the Net Debt and Working Capital Threshold shall be increased dollar-for-dollar by an amount equal to such payment, (ii) the Base Cash Amount shall be decreased dollar-for-dollar by an amount equal to such payment (iii) any applicable deductibles contained herein shall be reduced accordingly, without duplication.

9.11 Identified Dispute Adjustment. To the extent the Company settles or otherwise resolves the dispute set forth in item #11 on Section 6.1(a) of the Company Disclosure Letter, the proceeds of such settlement received by the Company (the “Identified Dispute Proceeds”) shall (a) reduce the Lower Indemnification Threshold by an amount equal to the Identified Dispute Proceeds, (b) reduce the Upper Indemnification Threshold by an amount equal to the Identified Dispute Proceeds and (c) reduce the Net Debt and Working Capital Threshold by the lesser of (i) the Identified Dispute Proceeds and (ii) $2,300,000.

ARTICLE 10

MISCELLANEOUS

10.1 Successors and Assigns; Assignment. This Agreement, the other Transaction Documents and any other agreement, document or instrument executed and delivered in connection herewith shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Company nor Parent may assign their respective rights under this Agreement except with the prior written consent of the other, which consent may be given or withheld in such party’s sole discretion; provided, however, that Parent may (i) assign its rights and remedies hereunder as collateral security to any bank or other financial institution that has loaned funds or otherwise extended credit to it or any of its affiliates or (ii) assign its rights under this Agreement to a related or affiliated entity; provided that, in each case, no such assignment shall relieve the assignor of its liabilities and obligations hereunder.

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10.2 Notices. Any notice to be given by any party to this Agreement shall be given in writing and may be effected by facsimile, personal delivery, overnight courier, e-mail or sent by certified, United States Mail, postage prepaid, addressed as follows (or by another means approved in writing by a party pursuant to a notice given in accordance with this Section 10.2):

If to Parent:	Standard Parking Corporation 900 N. Michigan Avenue, Suite 1600 Chicago, Illinois 60611 Attention: General Counsel Fax: (312) 640-6162 E-mail: rsacks@standardparking.com
with a copy to (which shall not constitute notice):	Katten Muchin Rosenman LLP 525 W. Monroe Street, Suite 1900 Chicago, Illinois 60661-3693 Attention: Mark R. Grossmann, Esq. Fax: (312) 577-4408 E-mail: mark.grossmann@kattenlaw.com     and Attention: Mark D. Wood, Esq. Fax: (312) 577-8858 E-mail: mark.wood@kattenlaw.com
If to the Company (prior to the Closing):	KCPC Holdings, Inc. c/o Kohlberg & Company, LLC Mt. Kisco, NY 10549 Attention: Seth Hollander Fax: (914) 244-0689 E-mail: hollander@kohlberg.com     and Attention: Gordon Woodward Fax: (914) 244-0689 E-mail: woodward@kohlberg.com

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with a copy to (which shall not constitute notice):

Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036-8704 Attention: Daniel S. Evans, Esq. Fax: (617) 235-0028 E-mail: daniel.evans@ropesgray.com     and Attention: Christopher C. Henry, Esq. Fax: (646) 728-1581 E-mail: christopher.henry@ropesgray.com and Sullivan & Cromwell LLP 1888 Century Park East Los Angeles, California 90067-1725 Attention: Alison S. Ressler, Esq. Fax: (310) 712-8800 E-Mail: resslera@sullcrom.com and Klehr Harrison Harvey Branzburg LLP 1835 Market Street - Suite 1400 Philadelphia, PA 19103 Attention: Lisa C.S. Burnett Fax: (215) 568-6603 E-Mail: lburnett@klehr.com

If to the Company (after the Closing):

KCPC Holdings, Inc. c/o Standard Parking Corporation 900 N. Michigan Avenue, Suite 1600 Chicago, Illinois 60611 Attention: General Counsel Fax: (312) 640-6162 E-mail: rsacks@standardparking.com

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with a copy to (which shall not constitute notice):	Katten Muchin Rosenman LLP 525 W. Monroe Street, Suite 1900 Chicago, Illinois 60661-3693 Attention: Mark R. Grossmann, Esq. Fax: (312) 577-4408 E-mail: mark.grossmann@kattenlaw.com     and Attention: Mark D. Wood, Esq. Fax: (312) 577-8858 E-mail: mark.wood@kattenlaw.com
If to the Stockholders’ Representative:	Kohlberg CPC Rep, L.L.C. c/o Kohlberg & Company, LLC Mt. Kisco, NY 10549 Attention: Seth Hollander Fax: (914) 244-0689 E-mail: hollander@kohlberg.com     and Attention: Gordon Woodward Fax: (914) 244-0689 E-mail: woodward@kohlberg.com

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with a copy to (which shall not constitute notice): Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036-8704 Attention: Daniel S. Evans, Esq. Fax: (617) 235-0028 E-mail: daniel.evans@ropesgray.com     and Attention: Christopher C. Henry, Esq. Fax: (646) 728-1581 E-mail: christopher.henry@ropesgray.com   and   Sullivan & Cromwell LLP 1888 Century Park East Los Angeles, California 90067-1725 Attention: Alison S. Ressler, Esq. Fax: (310) 712-8800 E-Mail: resslera@sullcrom.com   and   Klehr Harrison Harvey Branzburg LLP 1835 Market Street - Suite 1400 Philadelphia, PA 19103 Attention: Lisa C.S. Burnett Fax: (215) 568-6603 E-Mail: lburnett@klehr.com

The date of service for any notice sent in compliance with the requirements of this Section 10.2 shall be (i) the date such notice is personally delivered, (ii) three days after the date of mailing if sent by certified or registered mail, (iii) the next succeeding Business Day after the date of delivery to the overnight courier if sent by overnight courier or (iv) the next succeeding Business Day after the date of transmission by electronic mail or facsimile.

10.3 Modification. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment by each party hereto, or in the case of a waiver by the party against whom the waiver is to be effective (with the Stockholders’ Representative being authorized to act on behalf of the Company Stockholders after the Effective Time); provided that, after the adoption and approval of this Agreement by the Company Stockholders and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for any Company Stock.

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10.4 Confidentiality. The Company and Parent agree to communicate with each other and cooperate with each other prior to any public disclosure, press release, media release or other public announcements concerning the transactions contemplated hereby. No party hereto will issue or make any public disclosure, press release, media release or other public announcements (including to employees, customers and suppliers of the respective parties) with respect to this Agreement or the transactions contemplated hereby, except for any SEC filings or other filings required by Law (provided the party required to make any such filing shall have afforded the other parties, for a reasonable period prior to the making of such filing, a reasonable opportunity to review and comment upon the intended form and substance of such filing) without the consent of the Company or Parent, as the case may be, which consent shall not be unreasonably withheld, delayed or conditioned. If any party hereto is unable to obtain, after reasonable effort, the approval of its public report, statement or release from the other parties hereto and such report, statement or release is, in the written opinion of legal counsel to such party, required by Law, then such party may make or issue the legally required report, statement or release and promptly furnish the other parties with a copy thereof.

10.5 Time is of the Essence. The Company and Parent agree that time is of the essence with regard to this Agreement.

10.6 Exhibits and Schedules. The Company Disclosure Letter, Parent Disclosure Letter, schedules and exhibits attached shall be deemed to be an integral part hereof.

10.7 Entire Agreement. This Agreement, including the Company Disclosure Letter, Parent Disclosure Letter, exhibits and schedules attached hereto and all other Transaction Documents, contains the entire agreement among the parties hereto pertaining to the transactions contemplated hereby, and fully supersedes all prior agreements and understandings, if any, among the parties hereto pertaining to such transactions, provided that the Confidentiality Agreement, dated as of February 22, 2011, by and among the Company and Parent (the “Confidentiality Agreement”) shall remain in full force and effect until the Closing.

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

10.9 Rules of Construction. Interpretation of this Agreement and the other Transaction Documents (except as specifically provided in any such agreement, in which case such specified rules of construction shall govern with respect to such agreement) shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms article, section, paragraph, exhibit and schedule are references to the articles, sections, paragraphs, exhibits and schedules to this Agreement unless otherwise specified; (c) references to “$” shall mean U.S. dollars; (d) the word “including” and words of similar import shall mean “including without limitation,” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) provisions shall apply, when appropriate, to successive events and transactions; (g) the headings are for reference purposes only and shall not affect in any way the meaning or interpretation of the applicable agreement; (h) a reference to any Person includes such Person’s successors and permitted assigns; (i) any reference to “days” means calendar days unless Business Days are expressly specified; (j) this Agreement and the other Transaction Documents shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted; (k) each accounting term not otherwise defined in this Agreement

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has the meaning assigned to it in accordance with GAAP; and (l) references to delivery of documents and information hereunder shall mean (A) the posting of such documents or information in the electronic “data room” maintained on behalf of the parties hereto at least two (2) Business Days prior to the date hereof, provided that such documents and information were labeled and classified in a manner such that a reasonable person, using reasonable diligence, would understand that such document was in such electronic data room, and (B) documents available through EDGAR at least two (2) Business Days prior to the date hereof.

10.10 Binding Effect. This Agreement shall not be binding upon any party hereto unless and until the all parties hereto have executed this Agreement.

10.11 Choice of Law. As part of the consideration and mutual promises being exchanged and given in connection with this Agreement, the parties hereto agree that all claims, controversies and disputes of any kind or nature arising under or relating in any way to the enforcement or interpretation of this Agreement or to the parties’ dealings, rights or obligations in connection herewith, including disputes relating to the negotiations for, inducements to enter into, or execution of, this Agreement, and disputes concerning the interpretation, enforceability, performance, breach, termination or validity of all or any portion of this Agreement shall be governed by the laws of the State of Delaware without regard to its choice or conflicts of laws principles.

10.12 Disputes.

(a) Pre-Closing Disputes. Prior to the Effective Time, the parties hereto agree that all claims, controversies and disputes of any kind or nature relating in any way to the enforcement or interpretation of this Agreement or to the parties’ dealings, rights or obligations in connection herewith, shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any federal court of the United States located in the State of Delaware, or, if neither the Court of Chancery of the State of Delaware nor any such federal court has jurisdiction, any other state court located in the State of Delaware. With respect to any such claims, controversies or disputes, each of the parties hereto hereby irrevocably:

(i) submits itself and its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action in any court or tribunal other than the aforesaid courts;

(ii) waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding (A) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 10.12, (B) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) to the fullest extent permitted by the applicable Law, any claim that (1) the suit, action or proceeding in such court is brought in an inconvenient forum, (2) the venue of such suit, action or proceeding is improper or (3) this Agreement, or the subject matter hereof, may not be enforced in or by such courts; and

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(iii) WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.12.

(iv) Notwithstanding the foregoing in this Section 10.12, a party may commence any action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

(b) Post-Closing Disputes. Except as set forth in Section 10.17, on or after the Effective Time, the parties hereto agree that all claims, controversies and disputes of any kind or nature relating in any way to the enforcement or interpretation of this Agreement or to the parties’ dealings, rights or obligations in connection herewith, shall be exclusively resolved by final and binding arbitration before Judicial Arbitration and Mediation Services (“JAMS”). The parties hereto further agree that any disagreement as to whether a particular type of claim, controversy or dispute is subject to arbitration shall, regardless of the nature of the dispute, be decided exclusively by the arbitrators, and not by a court, it being the parties’ intention that no dispute or controversy relating in any manner whatsoever to this Agreement or their dealings in connection herewith shall be submitted to litigation in a state or federal court. Each party hereto agrees that the award of the arbitrators shall be final, binding and non-appealable and shall be the sole and exclusive remedy between and among the parties regarding any matter presented to the arbitrator, regardless of the magnitude thereof. All arbitration proceedings shall be conducted pursuant to JAMS’ Streamlined Arbitration Rules and Procedures (“JAMS Rules”). Arbitration shall be conducted exclusively in Chicago, Illinois, before three (3) neutral arbitrators domiciled there, who shall be appointed by agreement of the parties or, in the event the parties are unable to agree on three (3) arbitrators within ten (10) calendar days following the commencement of the arbitration (or sooner if a party submits a request for injunctive or interim relief before an agreement on arbitrators has been reached), in accordance with JAMS Rule 12. The arbitrators shall award attorneys’ fees to the prevailing party, and shall have the discretion to make a full or partial award of attorneys’ fees based upon their determination of the extent to which a party achieved the relief sought in its pleadings or prevailed with respect to the issues in controversy. The arbitration, including the arbitration award, shall be governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.), and judgment upon the award may be confirmed and entered by any court having competent jurisdiction over the parties or their assets.

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(c) Financing Sources. Notwithstanding anything to the contrary contained in this Agreement, Parent: (i) agrees that it will not bring or support any Person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Financing Sources (which defined term for the purposes of this provision shall include the Financing Sources and their respective Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and representatives involved in the financing contemplated by the Financing Letter) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Financing Letter or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York; (ii) agrees that, except as specifically set forth in the Financing Letter, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Sources in any way relating to the Financing Letter or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (iii) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Financing Letter or the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, the Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of, this Section 10.12(c).

(d) Net Working Capital; Net Debt. Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto agrees that any dispute regarding the calculation of Company Net Debt and/or Company Net Working Capital (whether prior to or after the Closing), shall be subject to the following procedures:

(i) The parties will attempt in good faith to resolve the dispute promptly through negotiations between representatives who have authority to settle the dispute. If the dispute is not resolved through such negotiations within ten (10) days of the commencement of such negotiations (which period may be extended by written agreement of the parties), then the items in dispute shall be submitted to an Accounting Firm.

(ii) The Accounting Firm shall be instructed to render a determination of the applicable dispute within thirty (30) days after referral of the matter to the Accounting Firm. The Accounting Firm’s determination must be in writing and must set forth, in reasonable detail, the basis therefor. The parties shall use their respective commercially reasonable efforts to cause

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the Accounting Firm to resolve such dispute as soon as practicable. The determination of the Accounting Firm shall be conclusive and binding upon the parties and that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced.

(iii) The scope of the disputes to be resolved by the Accounting Firm shall be limited to only such items that are in dispute and the Accounting Firm shall determine, based solely on presentations by the parties hereto and their respective representatives, and not by independent review, only those issues specifically in dispute. In resolving any disputed item, the Accounting Firm shall be bound by the principles set forth in this Section 10.12(d) and shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party.

(iv) Each of Parent, on the one hand, and the Company Stockholders, on the other hand, shall bear that percentage of the fees and expenses of the Accounting Firm equal to the proportion (expressed as a percentage) of the dollar value of the disputed amounts determined in favor of the other party by the Accounting Firm.

10.13 Survival of Covenants. The covenants of the parties to be performed subsequent to Closing shall survive Closing for the periods stated therein or, if no period is stated, until they have been fully performed.

10.14 No Third Party Beneficiaries. This Agreement is not intended to, and shall not, confer any rights or remedies upon any person other than the Company, Parent and Merger Sub and their respective successors and permitted assigns, except as otherwise expressly provided in Section 6.12(d), Article 9, and Section 10.12(d). The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance with Section 10.3 without notice or liability to any other person. The representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters, regardless of the knowledge of any of the parties. Except as otherwise expressly provided in Article 9, persons other than the Company, Parent and Merger Sub (and after the Closing, the Company Stockholders) may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

10.15 Counterparts. This Agreement may be executed in multiple counterparts, and all such executed counterparts shall constitute the same agreement. It shall be necessary to account for only one such counterpart in proving the existence of terms of this Agreement.

10.16 Electronic Execution and Delivery. A facsimile, PDF or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties by facsimile, e-mail or other electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and

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delivery shall be considered valid, binding and effective for all purposes. At the request of any party, all parties agree to execute an original of this Agreement as well as any facsimile or reproduction thereof. The parties hereto hereby agree that neither shall raise the execution of facsimile, PDF or other reproduction of this Agreement, or the fact that any signature or document was transmitted or communicated by facsimile, e-mail or other electronic transmission device, as a defense to the formation of this Agreement.

10.17 Specific Performance. The parties acknowledge that their obligations hereunder are unique and that remedies at law, including monetary damages, will be inadequate in the event any party should default in the performance of its obligations under this Agreement. Accordingly, in the event of any such breach, the non-defaulting parties shall be entitled to seek equitable relief, without the proof of actual damages, including in the form of an injunction or injunctions or orders for specific performance to prevent breaches of this Agreement and to order the defaulting party to affirmatively carry out its obligations under this Agreement, and such defaulting party hereby waives any defense to the effect that a remedy at law would be an adequate remedy for such breach or that an award of specific performance is not an appropriate remedy for any reason of law or equity. Such equitable relief shall be in addition to any other remedy to which the parties hereto are entitled to at law or in equity as a remedy for such nonperformance, breach or threatened breach. Each party hereby waives any requirements for the securing or posting of any bond or other security or showing actual damages in connection with such equitable remedy. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by any party, each of which expressly reserve any and all rights and remedies available to it at law or in equity in the event of any breach or default by the other parties under this Agreement prior to the Closing.

10.18 Expenses. The Company Stockholders (pursuant to their agreement to be bound by the terms of this Section 10.18 in their applicable Closing Agreement) hereby agree that all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the Transaction Documents and the transactions contemplated by hereby and thereby on behalf of the Company Stockholders and/or the Target Companies prior to the Effective Time shall be paid by the Company Stockholders, whether or not the Closing shall have occurred or this Agreement is terminated. Parent hereby agrees that all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the Transaction Documents and the transactions contemplated by hereby and thereby on behalf of Parent and/or Merger Sub shall be paid by Parent, whether or not the Closing shall have occurred or this Agreement is terminated. Notwithstanding the foregoing, Parent, on the one hand, and the Company Stockholders, on the other hand, shall each pay fifty percent (50%) of (i) the filing fees required to be paid under the HSR Act in connection with any filings and (ii) the reasonable fees and expenses of an economic consultant (which shall be Charles River Associates) with respect to issues relating to the HSR Act, provided such amounts are approved in advance by the Company and Parent.

10.19 Adjustments. Without limiting the other provisions of this Agreement, references to numbers of shares and prices per share of Parent Common Stock contained in this Agreement shall be appropriately adjusted for stock splits, stock dividends, stock combinations or other similar transactions that occur after the date of this Agreement.

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10.20 Stockholders’ Representative.

(a) By virtue of the execution of the applicable Closing Agreements, each of the Company Stockholders has irrevocably constituted and appointed, Kohlberg CPC Rep, L.L.C. (and by its execution of this Agreement as Stockholders’ Representative, Kohlberg CPC Rep, L.L.C. hereby accepts its appointment) as the true, exclusive and lawful agent and attorney-in-fact (the “Stockholders’ Representative”) of the Company Stockholders to act in the name, place and stead of the Company Stockholders in connection with the transactions contemplated by this Agreement, in accordance with the terms and provisions of this Agreement, and to act on behalf of the Company Stockholders in any action, suit or proceeding involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents as the Stockholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power:

(i) to act for the Company Stockholders with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise or settle any indemnity claim on behalf of the Company Stockholders and to transact matters of litigation or other actions, suits or proceedings;

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

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

(iv) to receive service of process on behalf of any Company Stockholder in connection with any claims under this Agreement.

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

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

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(d) The Company Stockholders shall severally, in accordance with and limited to their applicable Pro Rata Share, and not jointly, indemnify and hold harmless the Stockholders’ Representative against any loss, liability or expense incurred by the Stockholders’ Representative (without gross negligence, bad faith or willful misconduct on the part of the Stockholders’ Representative) arising out of or in connection with the acceptance or administration of the Stockholders’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel (or other advisor) retained by the Stockholders’ Representative.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement and Plan of Merger as of the date first above written.

STANDARD PARKING CORPORATION
By:	/s/ James A. Wilhelm
Name:	James A. Wilhelm
Title:	President and Chief Executive Officer
HERMITAGE MERGER SUB, INC.
By:	/s/ James A. Wilhelm
Name:	James A. Wilhelm
Title:	President and Chief Executive Officer

[Signature page to Agreement and Plan of Merger]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement and Plan of Merger as of the date first above written.

KCPC HOLDINGS, INC.
By:	/s/ Seth H. Hollander
	Name: Seth H. Hollander
	Title: Vice President and Secretary

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

[Signature page to Agreement and Plan of Merger]

EX-10.2

Exhibit 10.2

Execution Version

CLOSING AGREEMENT

This CLOSING AGREEMENT (this “Agreement”) dated as of February 28, 2012, is by and between Standard Parking Corporation, a Delaware corporation (“Parent”), and the Person executing this Agreement as a “Stockholder” on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, “Stockholder”).

RECITALS:

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

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

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

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

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

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

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

ARTICLE I.

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

“Confidential Information” means all information regarding Parent and its Subsidiaries (including, as of the Effective Time, the Company and its Subsidiaries), including any business plans, financial information, operational information, personnel records, supplier and vendor lists, supplier and vendor contracts and projections; provided, however, that “Confidential Information” shall not include information (i) which is or becomes generally

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available to the public other than as a result of the breach of this Agreement by Stockholder or its Affiliates or (ii) is or becomes available to Stockholder or its Affiliates on a non-confidential basis from a source other than Parent, provided that Stockholder and its Affiliates did not know or have any reason to know that the source of such information was bound by a confidentiality agreement or other confidentiality obligation with respect to such information.

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

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

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

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

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

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

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

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

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

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

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

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

“Public Sale” means any Transfer of Acquired Shares (i) in accordance with the manner of sale requirements set forth in Rule 144(f), whether pursuant to a transaction effected pursuant to Rule 144, an effective registration statement under the Securities Act or otherwise, (ii) effected pursuant to any merger, consolidation or business combination involving Parent in which Parent is not the surviving entity, or any tender offer or exchange offer for all of the outstanding shares of Parent Common Stock pursuant to which at least 50% or more of the outstanding shares of Parent Common Stock are so tendered or exchanged, or (iii) a public offering of

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securities pursuant to a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act; provided that, for the avoidance of doubt, a “Public Sale” shall not include any privately negotiated transaction for the transfer or purchase and sale of all or any portion of the Acquired Shares (other than in connection with the events described in clause (ii) above).

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

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

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

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

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

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

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

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

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

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

“Territory” means anywhere in the United States.

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

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

ARTICLE II.

EFFECTIVENESS OF AGREEMENT

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

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

(e) Ownership of the Company Securities and Acquired Shares. As of the date hereof, Stockholder is the record and beneficial owner of, and has good and valid title to, the number of shares of capital stock of the Company, and securities convertible into or exercisable or exchangeable for shares of capital stock of the Company set forth on Schedule A hereto (the “Company Securities”), free and clear of all Liens, and has full and unrestricted power to dispose of and vote all of the Company Securities without the consent or approval of, or any other action on the part of, any other Person. As of the Effective Date, Stockholder will (i) except by reason of a Permitted Transfer or a transfer to a Permitted Transferee in any such case in accordance with Section 6.06, be the record and beneficial owner of the Acquired Shares free and clear of all Liens (other than those arising under this Agreement and as set forth in the Organizational Documents of the applicable Holding Vehicle) set forth on Schedule A (as supplemented in accordance with Section 6.07), (ii) have good and valid title to the Acquired Shares, and (iii) except as set forth on Schedule A (as supplemented in accordance with Section 6.07), and except for restrictions on transfer of securities under applicable securities laws and set forth in the Organizational Documents of the applicable Holding Vehicle, will have full and unrestricted power to dispose of and vote all of the Acquired Shares without the consent or approval of, or any other action on the part of, any other Person. Other than pursuant to this Agreement or any agreement entered into to effect the Restructuring as contemplated by Section 7.2(i) and Schedule F of the Merger Agreement (which agreement shall not be inconsistent herewith), none of the Acquired Shares will be held by Stockholder subject to any proxy, voting agreement, voting trust, power of attorney, consent or other agreement, arrangement or instrument with respect to the voting of such Acquired Shares. The Company Securities and

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Acquired Shares set forth next to Stockholder’s name on Schedule A hereto (as supplemented in accordance with Sections 6.06 and 6.07), constitute (1) all of the Company Securities that are owned beneficially or of record by Stockholder as of the date hereof and neither Stockholder nor any of its Affiliates own, beneficially or of record, or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Company Securities and (2) all of the Acquired Shares that will be owned beneficially or of record by Stockholder as of the Effective Date.

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

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

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

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

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

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

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

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

ARTICLE IV.

VOTING AND SUPPORT

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE V.

MARKET ACTIVITIES BY THE SHAREHOLDERS

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

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

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

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

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

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

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

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

ARTICLE VI.

ADDITIONAL COVENANTS

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

(a) [RESERVED]

(b) [RESERVED]

(c) [RESERVED]

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

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confidential treatment will be accorded to such Confidential Information and (ii) cooperate with Parent in attempting to obtain such order or assurance.

(e) [RESERVED]

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

Section 6.02. Indemnification of Parent Indemnified Parties.

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

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

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

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Section 6.03. Matters Relating to Stockholders’ Representative.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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ARTICLE VII.

RESERVED

ARTICLE VIII.

GENERAL

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

[Remainder of Page Intentionally Left Blank.

Signature Pages Follow.]

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

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

Signature Page to Closing Agreement

STOCKHOLDER:
	LUBERT-ADLER REAL ESTATE FUND V, L.P., a Delaware limited partnership
	By:	Lubert-Adler Group V, L.P., a Delaware limited partnership, its general partner
	By:	Lubert-Adler Group, V, LLC, a Delaware limited liability company, its general partner
	By:	/s/ Gerald A. Ronon
		Name: Gerald A. Ronon
		Title: President & COO

Signature Page to Closing Agreement

SCHEDULE A

OWNERSHIP

Name of Stockholder	Company Securities
Lubert-Adler Real Estate Fund V, L.P.	40,997,376 shares of Company Common Stock 976,128 shares of Company Preferred Stock

Execution Version

CLOSING AGREEMENT

This CLOSING AGREEMENT (this “Agreement”) dated as of February 28, 2012, is by and between Standard Parking Corporation, a Delaware corporation (“Parent”), and the Person executing this Agreement as a “Stockholder” on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, “Stockholder”).

RECITALS:

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

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

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

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

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

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

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

ARTICLE I.

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

“Confidential Information” means all information regarding Parent and its Subsidiaries (including, as of the Effective Time, the Company and its Subsidiaries), including any business plans, financial information, operational information, personnel records, supplier and vendor lists, supplier and vendor contracts and projections; provided, however, that “Confidential Information” shall not include information (i) which is or becomes generally available to the public other than as a result of the breach of this

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Agreement by Stockholder or its Affiliates or (ii) is or becomes available to Stockholder or its Affiliates on a non-confidential basis from a source other than Parent, provided that Stockholder and its Affiliates did not know or have any reason to know that the source of such information was bound by a confidentiality agreement or other confidentiality obligation with respect to such information.

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

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

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

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

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

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

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

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

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

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

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

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

“Public Sale” means any Transfer of Acquired Shares (i) in accordance with the manner of sale requirements set forth in Rule 144(f), whether pursuant to a transaction effected pursuant to Rule 144, an effective registration statement under the Securities Act or otherwise, (ii) effected pursuant to any merger, consolidation or business combination involving Parent in which Parent is not the surviving entity, or any tender offer or exchange offer for all of the outstanding shares of Parent Common Stock pursuant to which at least 50% or more of the outstanding shares of Parent Common Stock are so tendered or exchanged, or (iii) a public offering of

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securities pursuant to a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act; provided that, for the avoidance of doubt, a “Public Sale” shall not include any privately negotiated transaction for the transfer or purchase and sale of all or any portion of the Acquired Shares (other than in connection with the events described in clause (ii) above).

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

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

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

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

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

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

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

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

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

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

“Territory” means anywhere in the United States.

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

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

ARTICLE II.

EFFECTIVENESS OF AGREEMENT

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

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

(e) Ownership of the Company Securities and Acquired Shares. As of the date hereof, Stockholder is the record and beneficial owner of, and has good and valid title to, the number of shares of capital stock of the Company, and securities convertible into or exercisable or exchangeable for shares of capital stock of the Company set forth on Schedule A hereto (the “Company Securities”), free and clear of all Liens, and has full and unrestricted power to dispose of and vote all of the Company Securities without the consent or approval of, or any other action on the part of, any other Person. As of the Effective Date, Stockholder will (i) except by reason of a Permitted Transfer or a transfer to a Permitted Transferee in any such case in accordance with Section 6.06, be the record and beneficial owner of the Acquired Shares free and clear of all Liens (other than those arising under this Agreement and as set forth in the Organizational Documents of the applicable Holding Vehicle) set forth on Schedule A (as supplemented in accordance with Section 6.07), (ii) have good and valid title to the Acquired Shares, and (iii) except as set forth on Schedule A (as supplemented in accordance with Section 6.07), and except for restrictions on transfer of securities under applicable securities laws and set forth in the Organizational Documents of the applicable Holding Vehicle, will have full and unrestricted power to dispose of and vote all of the Acquired Shares without the consent or approval of, or any other action on the part of, any other Person. Other than pursuant to this Agreement or any agreement entered into to effect the Restructuring as contemplated by Section 7.2(i) and Schedule F of the Merger Agreement (which agreement shall not be inconsistent herewith), none of the Acquired Shares will be held by Stockholder subject to any proxy, voting agreement, voting trust, power of attorney, consent or other agreement, arrangement or instrument with respect to the voting of such Acquired Shares. The Company Securities and

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Acquired Shares set forth next to Stockholder’s name on Schedule A hereto (as supplemented in accordance with Sections 6.06 and 6.07), constitute (1) all of the Company Securities that are owned beneficially or of record by Stockholder as of the date hereof and neither Stockholder nor any of its Affiliates own, beneficially or of record, or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Company Securities and (2) all of the Acquired Shares that will be owned beneficially or of record by Stockholder as of the Effective Date.

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

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

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

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

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

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

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

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

ARTICLE IV.

VOTING AND SUPPORT

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE V.

MARKET ACTIVITIES BY THE SHAREHOLDERS

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

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

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

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

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

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

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

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

ARTICLE VI.

ADDITIONAL COVENANTS

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

(a) [RESERVED]

(b) [RESERVED]

(c) [RESERVED]

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

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(e) [RESERVED]

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

Section 6.02. Indemnification of Parent Indemnified Parties.

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

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

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

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Section 6.03. Matters Relating to Stockholders’ Representative.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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ARTICLE VII.

RESERVED

ARTICLE VIII.

GENERAL

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

[Remainder of Page Intentionally Left Blank.

Signature Pages Follow.]

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

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

Signature Page to Closing Agreement

STOCKHOLDER:
	LUBERT-ADLER REAL ESTATE PARALLEL FUND V, L.P., a Delaware limited partnership
	By:	Lubert-Adler Group V, L.P., a Delaware limited partnership, its general partner
	By:	Lubert-Adler Group, V, LLC, a Delaware limited liability company, its general partner
	By:	/s/ Gerald A. Ronon
		Name: Gerald A. Ronon
		Title: President & COO

Signature Page to Closing Agreement

SCHEDULE A

OWNERSHIP

Name of Stockholder	Company Securities
Lubert-Adler Real Estate Parallel Fund V, L.P	1,002,624 shares of Company Common Stock 23,872 shares of Company Preferred Stock

EX-10.3

Exhibit 10.3

Execution Version

CLOSING AGREEMENT

This CLOSING AGREEMENT (this “Agreement”) dated as of February 28, 2012, is by and between Standard Parking Corporation, a Delaware corporation (“Parent”), and the Person executing this Agreement as a “Stockholder” on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, “Stockholder”).

RECITALS:

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

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

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

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

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

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

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

ARTICLE I.

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

“Confidential Information” means all information regarding Parent and its Subsidiaries (including, as of the Effective Time, the Company and its Subsidiaries), including any business plans, financial information, operational information, personnel records, supplier and vendor lists, supplier and vendor contracts and projections; provided, however, that “Confidential Information” shall not include information (i) which is or becomes generally

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available to the public other than as a result of the breach of this Agreement by Stockholder or its Affiliates or (ii) is or becomes available to Stockholder or its Affiliates on a non-confidential basis from a source other than Parent, provided that Stockholder and its Affiliates did not know or have any reason to know that the source of such information was bound by a confidentiality agreement or other confidentiality obligation with respect to such information.

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

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

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

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

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

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

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

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

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

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

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

“Parent Customer” has the meaning set forth in Section 6.01(c).

“Parking Facility” means any motor vehicle parking lot, parking garage or other parking facility for which parking revenue is collected, including any of the foregoing that is incorporated into any larger plot, building or other site or structure.

“Parking Related Services” means the provision, for revenue, by a business or business unit of products and/or services to, or with respect to, a Parking Facility that is leased, managed or operated by a third party (e.g., services consisting of cleaning of Parking Facilities, security for Parking Facilities or surface transportation to or from Parking Facilities, in each case where such Parking Facilities are leased, managed or operated by a third party).

“Parking Services” means owning, leasing, or managing or operating for a third party, Parking Facilities, other than, in the case of Section 6.01(a), solely as an activity ancillary to the ownership or operation of a non-parking business (e.g., a restaurant or retail business) or asset (e.g., an office building).

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

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

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

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

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

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

“Relevant Investment” means any equity investment in any business that owns or leases any motor vehicle parking lot, parking garage or other parking facility.

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

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

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

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

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

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

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

“Territory” means anywhere in the United States.

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

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

ARTICLE II.

EFFECTIVENESS OF AGREEMENT

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

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Agreement shall terminate upon any termination of the Merger Agreement in accordance with the terms thereof prior to the occurrence of the Effective Time.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

(e) Ownership of the Company Securities and Acquired Shares. As of the date hereof, Stockholder is the record and beneficial owner of, and has good and valid title to, the

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number of shares of capital stock of the Company, and securities convertible into or exercisable or exchangeable for shares of capital stock of the Company set forth on Schedule A hereto (the “Company Securities”), free and clear of all Liens, and has full and unrestricted power to dispose of and vote all of the Company Securities without the consent or approval of, or any other action on the part of, any other Person. As of the Effective Date, Stockholder will (i) except by reason of a Permitted Transfer or a transfer to a Permitted Transferee in any such case in accordance with Section 6.06, be the record and beneficial owner of the Acquired Shares free and clear of all Liens (other than those arising under this Agreement and as set forth in the Organizational Documents of the applicable Holding Vehicle) set forth on Schedule A (as supplemented in accordance with Section 6.07), (ii) have good and valid title to the Acquired Shares, and (iii) except as set forth on Schedule A (as supplemented in accordance with Section 6.07), and except for restrictions on transfer of securities under applicable securities laws and set forth in the Organizational Documents of the applicable Holding Vehicle, will have full and unrestricted power to dispose of and vote all of the Acquired Shares without the consent or approval of, or any other action on the part of, any other Person. Other than pursuant to this Agreement or any agreement entered into to effect the Restructuring as contemplated by Section 7.2(i) and Schedule F of the Merger Agreement (which agreement shall not be inconsistent herewith), none of the Acquired Shares will be held by Stockholder subject to any proxy, voting agreement, voting trust, power of attorney, consent or other agreement, arrangement or instrument with respect to the voting of such Acquired Shares. The Company Securities and Acquired Shares set forth next to Stockholder’s name on Schedule A hereto (as supplemented in accordance with Sections 6.06 and 6.07), constitute (1) all of the Company Securities that are owned beneficially or of record by Stockholder as of the date hereof and neither Stockholder nor any of its Affiliates own, beneficially or of record, or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Company Securities and (2) all of the Acquired Shares that will be owned beneficially or of record by Stockholder as of the Effective Date.

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

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

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

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

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

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

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

ARTICLE IV.

VOTING AND SUPPORT

Section 4.01. Agreement to Vote. Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any other Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act) beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 4.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective

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

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

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

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

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

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

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

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

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

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and Stockholder shall grant a proxy coupled with an interest to the Chairman of the Board of Directors to vote the Acquired Shares in such manner, which proxy shall expire by its terms at the time at which Stockholder’s relevant obligation to vote expires as set forth in this Section 4.01; and

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

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

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

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

ARTICLE V.

MARKET ACTIVITIES BY THE SHAREHOLDERS

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

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outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 5.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder and its Affiliates and their respective directors, officers, members, managers, partners, equityholders shall not, during the Term only, in any manner, directly or indirectly, without the prior written consent of the Qualified Directors:

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

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

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

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

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

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

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

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

ARTICLE VI.

ADDITIONAL COVENANTS

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

(a) Non-Competition. To more effectively protect the value of the business of Parent and its Subsidiaries, and to induce Parent to consummate the Merger, Stockholder covenants and agrees that, during the Term, it will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, consult with, or participate in any business or business unit that (x) is engaged in providing Parking Services within the Territory or (y) is engaged as a principal part of such business or business unit in providing Parking Related Services within the

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Territory. In addition, during the Term, with respect to any Relevant Investment of Stockholder or any of its Affiliates which is, to the knowledge (assuming reasonable oversight of the business or business unit) of any member of the Parent Board that is an affiliate, director, employee, professional or agent of Stockholder or an affiliate of Stockholder, seeking to enter into a management or lease agreement with respect to a Parking Facility, Stockholder shall follow the procedures set forth in subsection (i) and (ii) below at the time of termination, extension or renewal of any such existing management agreement or lease or the initiation of a management agreement or lease thereafter.

(i) In the case of any Relevant Investment controlled by Stockholder or its Affiliates, Stockholder shall notify Parent in writing, and Parent shall have five (5) Business Days following the date of such notice to present a proposal to Stockholder whereby Parent will manage or lease the Parking Facility, which proposal Stockholder will, and will cause its Affiliates to, consider in good faith.

(ii) In the case of any Relevant Investment not controlled by Stockholder, Stockholder shall, to the extent Stockholder determines it is appropriate to do so, consistent with existing practices and communications with the Person controlling such Relevant Investment, encourage the controlling Person to discuss with Parent whether Parent is interested in managing or leasing the Parking Facility.

(b) Non-Solicitation of Employees. Stockholder hereby covenants and agrees that, during the Term, Stockholder will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, either for itself or for any other Person, hire (as an employee or in any other capacity), solicit or encourage any person employed by Parent or any of its Subsidiaries (as an employee or in any other capacity) in a senior executive or manager capacity to leave the employ of Parent or any of its Subsidiaries, or hire any such person who has left the employ of Parent or any of its Subsidiaries if such hiring occurs at any time within one year after the departure of such person from such employment; provided that nothing in this Section 6.01(b) shall prohibit Stockholder from soliciting or hiring any person who responds to a general solicitation not targeted at the employees of Parent or any of its Subsidiaries.

(c) Non-Solicitation of Customers. Stockholder hereby covenants and agrees that, during the Term, Stockholder will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, either for itself or any other Person (i) induce or attempt to induce any client or customer of Parent or any of its Subsidiaries or any owner, lessor, manager or operator of a Parking Facility managed or leased by Parent or any of its Subsidiaries or any Affiliate thereof (each, a “Parent Customer”), to terminate or reduce the Parking Services business it conducts with Parent or any of its Subsidiaries or any Affiliates thereof or change the terms of its relationship as to Parking Services with Parent or any of its Subsidiaries or any Affiliates thereof to terms that are less favorable to Parent or any of its Subsidiaries or any Affiliates thereof, (ii) provide Parking Services to any Parent Customer or (iii) solicit any Parent Customer at any time to provide Parking Services to such Parent Customer.

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

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

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

Section 6.02. Indemnification of Parent Indemnified Parties.

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

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

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Stockholder or dissolves, liquidates, terminates its existence or otherwise ceases to exist, such Stockholder shall be obligated to indemnify the Parent Indemnified Parties as to any claim for indemnification under Article 9 of the Merger Agreement in accordance with its Pro Rata Share.

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

Section 6.03. Matters Relating to Stockholders’ Representative.

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

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

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

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

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

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

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

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

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

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

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

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or reimbursement of expenses arise out of, or otherwise relate to, actions or claims brought or asserted against such persons after the date of this Agreement.

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

Section 6.06. Restrictions on Transfer of Company Securities. From and after the date of this Agreement until the Effective Date, Stockholder shall not, directly or indirectly, (a) Transfer or offer to Transfer any Company Securities, (b) tender any Company Securities in connection with any tender or exchange offer or otherwise or (c) otherwise restrict the ability of Stockholder to freely exercise all voting rights with respect to the Company Securities. Any action attempted to be taken in violation of the preceding sentence will be null and void. Nothing in this Section 6.06 shall limit or preclude Stockholder’s right to Transfer any Company Securities (x) to any Permitted Transferee solely for estate planning or charitable purposes or (y) as contemplated by Section 7.2(i) and Schedule F to the Merger Agreement to effect the Restructuring; provided that, (i) Stockholder provides at least three Business Days advance written notice to Parent of such proposed Transfer (including providing such other information and documentation related to the proposed Permitted Transferee as Parent may reasonably request), (ii) such Permitted Transferee agrees in a written agreement with Parent (in form and substance satisfactory to Parent, in its reasonable discretion) to hold such Company Securities pursuant to, and to be bound by, the terms and conditions of this Agreement as “Stockholder” hereunder, and to make each of the representations and warranties hereunder in respect of the Company Securities transferred as Stockholder has made hereunder (a “Joinder”), (iii) the Joinder shall be valid and binding in all respects on the Permitted Transferee, and (iv) Stockholder will deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Company Securities; provided, further, that, in the event that any proposed Permitted Transferee does not comply with the obligations imposed hereunder with respect to any Company Securities purported to be transferred to such Person, such transfer shall be deemed null and void ab initio. Notwithstanding the foregoing in this Section 6.06, it is expressly acknowledged and agreed that no Holding Vehicle shall be required to be bound by the restrictive covenants in Section 6.01(a), (b) or (c).

Section 6.07. Restrictions on Transfer of Acquired Shares. Except as set forth in Article V of this Agreement and under applicable securities Laws, the Transfer of any of the Acquired Shares by any Stockholder shall not be subject to any restrictions; provided, however, Stockholder agrees that, except in the event of a Transfer of any Acquired Shares by Stockholder pursuant to a Public Sale, it shall be a condition precedent to any Transfer or series of related Transfers of Acquired Shares (a) representing 5% or more of the issued and outstanding Parent Common Stock to any Person, (b) following which, the transferee, together with its Affiliates and any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with such transferee, would own beneficially or of record 5% or more of the issued and outstanding shares of Parent Common Stock or (c) to any Affiliate of Stockholder or any of the Other Stockholders or any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with Stockholder or any Other Stockholder or their respective Affiliates, in each case, (i) for such transferee to execute and deliver to Parent a Joinder (with respect to Article IV, Article V and

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this Section 6.07 only) with respect to such Acquired Shares, (ii) for such Joinder to be valid and binding in all respects on such transferee and (iii) for Stockholder to deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Acquired Shares. Any purported sale or transfer by any Stockholder or its Affiliates without compliance with the obligation in the preceding sentence shall be null and void ab initio.

ARTICLE VII.

CERTAIN INDEMNIFICATION OBLIGATIONS

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

Section 7.02. Specific Waiver of Subrogation, Contribution, etc. Parent hereby unconditionally and irrevocably waives, relinquishes and releases, on behalf of itself and each other Parent Company, and covenants and agrees not to exercise, and to cause each Affiliate of any Parent Company not to exercise, any claims or rights that any Parent Company may now have or hereafter acquire against any Indemnitee (in any capacity) that arise from or relate to the existence, payment, performance or enforcement of any of the Parent Companies’ obligations under this Article VII or under any indemnification obligation or obligation to advance expenses to Indemnitee (whether under any Organizational Document or any other agreement or document), including any right of subrogation, reimbursement, exoneration, contribution or

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indemnification and any right to participate in any claim or remedy of any Indemnitee against any other Indemnitee, whether such claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right.

ARTICLE VIII.

GENERAL

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

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

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

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

Section 8.05. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Stockholder may not assign this Agreement or any of its rights or obligations hereunder except as expressly provided for herein. Parent may not assign its rights or obligations under this Agreement except with the prior written consent of Stockholder, which consent may be given or withheld in such party’s sole discretion; provided, however, that Parent may (i) assign its rights and remedies hereunder as collateral to any bank or other financial institution that has loaned funds or otherwise extended credit to it or any of its affiliates or (ii) assign its rights under this Agreement

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to a related or Affiliated entity; provided that, in each case, no such assignment shall relieve the assignor of its liabilities and obligations hereunder.

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

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

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

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

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

Section 8.11. Counterparts; Effectiveness. This Agreement and any amendment hereto may be executed and delivered in two or more identical counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Except as set forth in Section 2.01, this Agreement shall become effective and binding upon any Stockholder when executed by Stockholder and Parent. In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format

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data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. No party hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

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

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

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solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

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

[Remainder of Page Intentionally Left Blank.

Signature Pages Follow.]

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

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

Signature Page to Closing Agreement

STOCKHOLDER:
KOHLBERG INVESTORS V, L.P.
By:	Kohlberg Management V, L.L.C., its general partner
By:	/s/ Seth H. Hollander
	Name: Seth H. Hollander
	Title: Vice President

Signature Page to Closing Agreement

SCHEDULE A

OWNERSHIP

Name of Stockholder	Company Securities
Kohlberg Investors V, LP	67,123,734 shares of Company Common Stock

Execution Version

CLOSING AGREEMENT

This CLOSING AGREEMENT (this “Agreement”) dated as of February 28, 2012, is by and between Standard Parking Corporation, a Delaware corporation (“Parent”), and the Person executing this Agreement as a “Stockholder” on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, “Stockholder”).

RECITALS:

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

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

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

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

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

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

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

ARTICLE I.

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

“Confidential Information” means all information regarding Parent and its Subsidiaries (including, as of the Effective Time, the Company and its Subsidiaries), including any business plans, financial information, operational information, personnel records, supplier and vendor lists, supplier and vendor contracts and projections; provided, however, that “Confidential Information” shall not include information (i) which is or becomes generally

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available to the public other than as a result of the breach of this Agreement by Stockholder or its Affiliates or (ii) is or becomes available to Stockholder or its Affiliates on a non-confidential basis from a source other than Parent, provided that Stockholder and its Affiliates did not know or have any reason to know that the source of such information was bound by a confidentiality agreement or other confidentiality obligation with respect to such information.

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

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

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

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

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

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

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

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

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

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

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

“Parent Customer” has the meaning set forth in Section 6.01(c).

“Parking Facility” means any motor vehicle parking lot, parking garage or other parking facility for which parking revenue is collected, including any of the foregoing that is incorporated into any larger plot, building or other site or structure.

“Parking Related Services” means the provision, for revenue, by a business or business unit of products and/or services to, or with respect to, a Parking Facility that is leased, managed or operated by a third party (e.g., services consisting of cleaning of Parking Facilities, security for Parking Facilities or surface transportation to or from Parking Facilities, in each case where such Parking Facilities are leased, managed or operated by a third party).

“Parking Services” means owning, leasing, or managing or operating for a third party, Parking Facilities, other than, in the case of Section 6.01(a), solely as an activity ancillary to the ownership or operation of a non-parking business (e.g., a restaurant or retail business) or asset (e.g., an office building).

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

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

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

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

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

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

“Relevant Investment” means any equity investment in any business that owns or leases any motor vehicle parking lot, parking garage or other parking facility.

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

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

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

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

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

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

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

“Territory” means anywhere in the United States.

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

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

ARTICLE II.

EFFECTIVENESS OF AGREEMENT

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

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Agreement shall terminate upon any termination of the Merger Agreement in accordance with the terms thereof prior to the occurrence of the Effective Time.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

(e) Ownership of the Company Securities and Acquired Shares. As of the date hereof, Stockholder is the record and beneficial owner of, and has good and valid title to, the

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number of shares of capital stock of the Company, and securities convertible into or exercisable or exchangeable for shares of capital stock of the Company set forth on Schedule A hereto (the “Company Securities”), free and clear of all Liens, and has full and unrestricted power to dispose of and vote all of the Company Securities without the consent or approval of, or any other action on the part of, any other Person. As of the Effective Date, Stockholder will (i) except by reason of a Permitted Transfer or a transfer to a Permitted Transferee in any such case in accordance with Section 6.06, be the record and beneficial owner of the Acquired Shares free and clear of all Liens (other than those arising under this Agreement and as set forth in the Organizational Documents of the applicable Holding Vehicle) set forth on Schedule A (as supplemented in accordance with Section 6.07), (ii) have good and valid title to the Acquired Shares, and (iii) except as set forth on Schedule A (as supplemented in accordance with Section 6.07), and except for restrictions on transfer of securities under applicable securities laws and set forth in the Organizational Documents of the applicable Holding Vehicle, will have full and unrestricted power to dispose of and vote all of the Acquired Shares without the consent or approval of, or any other action on the part of, any other Person. Other than pursuant to this Agreement or any agreement entered into to effect the Restructuring as contemplated by Section 7.2(i) and Schedule F of the Merger Agreement (which agreement shall not be inconsistent herewith), none of the Acquired Shares will be held by Stockholder subject to any proxy, voting agreement, voting trust, power of attorney, consent or other agreement, arrangement or instrument with respect to the voting of such Acquired Shares. The Company Securities and Acquired Shares set forth next to Stockholder’s name on Schedule A hereto (as supplemented in accordance with Sections 6.06 and 6.07), constitute (1) all of the Company Securities that are owned beneficially or of record by Stockholder as of the date hereof and neither Stockholder nor any of its Affiliates own, beneficially or of record, or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Company Securities and (2) all of the Acquired Shares that will be owned beneficially or of record by Stockholder as of the Effective Date.

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

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

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

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

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

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

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

ARTICLE IV.

VOTING AND SUPPORT

Section 4.01. Agreement to Vote. Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any other Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act) beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 4.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective

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

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

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

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

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

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

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

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

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

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and Stockholder shall grant a proxy coupled with an interest to the Chairman of the Board of Directors to vote the Acquired Shares in such manner, which proxy shall expire by its terms at the time at which Stockholder’s relevant obligation to vote expires as set forth in this Section 4.01; and

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

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

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

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

ARTICLE V.

MARKET ACTIVITIES BY THE SHAREHOLDERS

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

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outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 5.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder and its Affiliates and their respective directors, officers, members, managers, partners, equityholders shall not, during the Term only, in any manner, directly or indirectly, without the prior written consent of the Qualified Directors:

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

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

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

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

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

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

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

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

ARTICLE VI.

ADDITIONAL COVENANTS

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

(a) Non-Competition. To more effectively protect the value of the business of Parent and its Subsidiaries, and to induce Parent to consummate the Merger, Stockholder covenants and agrees that, during the Term, it will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, consult with, or participate in any business or business unit that (x) is engaged in providing Parking Services within the Territory or (y) is engaged as a principal part of such business or business unit in providing Parking Related Services within the

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Territory. In addition, during the Term, with respect to any Relevant Investment of Stockholder or any of its Affiliates which is, to the knowledge (assuming reasonable oversight of the business or business unit) of any member of the Parent Board that is an affiliate, director, employee, professional or agent of Stockholder or an affiliate of Stockholder, seeking to enter into a management or lease agreement with respect to a Parking Facility, Stockholder shall follow the procedures set forth in subsection (i) and (ii) below at the time of termination, extension or renewal of any such existing management agreement or lease or the initiation of a management agreement or lease thereafter.

(i) In the case of any Relevant Investment controlled by Stockholder or its Affiliates, Stockholder shall notify Parent in writing, and Parent shall have five (5) Business Days following the date of such notice to present a proposal to Stockholder whereby Parent will manage or lease the Parking Facility, which proposal Stockholder will, and will cause its Affiliates to, consider in good faith.

(ii) In the case of any Relevant Investment not controlled by Stockholder, Stockholder shall, to the extent Stockholder determines it is appropriate to do so, consistent with existing practices and communications with the Person controlling such Relevant Investment, encourage the controlling Person to discuss with Parent whether Parent is interested in managing or leasing the Parking Facility.

(b) Non-Solicitation of Employees. Stockholder hereby covenants and agrees that, during the Term, Stockholder will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, either for itself or for any other Person, hire (as an employee or in any other capacity), solicit or encourage any person employed by Parent or any of its Subsidiaries (as an employee or in any other capacity) in a senior executive or manager capacity to leave the employ of Parent or any of its Subsidiaries, or hire any such person who has left the employ of Parent or any of its Subsidiaries if such hiring occurs at any time within one year after the departure of such person from such employment; provided that nothing in this Section 6.01(b) shall prohibit Stockholder from soliciting or hiring any person who responds to a general solicitation not targeted at the employees of Parent or any of its Subsidiaries.

(c) Non-Solicitation of Customers. Stockholder hereby covenants and agrees that, during the Term, Stockholder will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, either for itself or any other Person (i) induce or attempt to induce any client or customer of Parent or any of its Subsidiaries or any owner, lessor, manager or operator of a Parking Facility managed or leased by Parent or any of its Subsidiaries or any Affiliate thereof (each, a “Parent Customer”), to terminate or reduce the Parking Services business it conducts with Parent or any of its Subsidiaries or any Affiliates thereof or change the terms of its relationship as to Parking Services with Parent or any of its Subsidiaries or any Affiliates thereof to terms that are less favorable to Parent or any of its Subsidiaries or any Affiliates thereof, (ii) provide Parking Services to any Parent Customer or (iii) solicit any Parent Customer at any time to provide Parking Services to such Parent Customer.

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

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

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

Section 6.02. Indemnification of Parent Indemnified Parties.

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

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

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Stockholder or dissolves, liquidates, terminates its existence or otherwise ceases to exist, such Stockholder shall be obligated to indemnify the Parent Indemnified Parties as to any claim for indemnification under Article 9 of the Merger Agreement in accordance with its Pro Rata Share.

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

Section 6.03. Matters Relating to Stockholders’ Representative.

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

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

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

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

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

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

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

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

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

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

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

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or reimbursement of expenses arise out of, or otherwise relate to, actions or claims brought or asserted against such persons after the date of this Agreement.

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

Section 6.06. Restrictions on Transfer of Company Securities. From and after the date of this Agreement until the Effective Date, Stockholder shall not, directly or indirectly, (a) Transfer or offer to Transfer any Company Securities, (b) tender any Company Securities in connection with any tender or exchange offer or otherwise or (c) otherwise restrict the ability of Stockholder to freely exercise all voting rights with respect to the Company Securities. Any action attempted to be taken in violation of the preceding sentence will be null and void. Nothing in this Section 6.06 shall limit or preclude Stockholder’s right to Transfer any Company Securities (x) to any Permitted Transferee solely for estate planning or charitable purposes or (y) as contemplated by Section 7.2(i) and Schedule F to the Merger Agreement to effect the Restructuring; provided that, (i) Stockholder provides at least three Business Days advance written notice to Parent of such proposed Transfer (including providing such other information and documentation related to the proposed Permitted Transferee as Parent may reasonably request), (ii) such Permitted Transferee agrees in a written agreement with Parent (in form and substance satisfactory to Parent, in its reasonable discretion) to hold such Company Securities pursuant to, and to be bound by, the terms and conditions of this Agreement as “Stockholder” hereunder, and to make each of the representations and warranties hereunder in respect of the Company Securities transferred as Stockholder has made hereunder (a “Joinder”), (iii) the Joinder shall be valid and binding in all respects on the Permitted Transferee, and (iv) Stockholder will deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Company Securities; provided, further, that, in the event that any proposed Permitted Transferee does not comply with the obligations imposed hereunder with respect to any Company Securities purported to be transferred to such Person, such transfer shall be deemed null and void ab initio. Notwithstanding the foregoing in this Section 6.06, it is expressly acknowledged and agreed that no Holding Vehicle shall be required to be bound by the restrictive covenants in Section 6.01(a), (b) or (c).

Section 6.07. Restrictions on Transfer of Acquired Shares. Except as set forth in Article V of this Agreement and under applicable securities Laws, the Transfer of any of the Acquired Shares by any Stockholder shall not be subject to any restrictions; provided, however, Stockholder agrees that, except in the event of a Transfer of any Acquired Shares by Stockholder pursuant to a Public Sale, it shall be a condition precedent to any Transfer or series of related Transfers of Acquired Shares (a) representing 5% or more of the issued and outstanding Parent Common Stock to any Person, (b) following which, the transferee, together with its Affiliates and any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with such transferee, would own beneficially or of record 5% or more of the issued and outstanding shares of Parent Common Stock or (c) to any Affiliate of Stockholder or any of the Other Stockholders or any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with Stockholder or any Other Stockholder or their respective Affiliates, in each case, (i) for such transferee to execute and deliver to Parent a Joinder (with respect to Article IV, Article V and

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this Section 6.07 only) with respect to such Acquired Shares, (ii) for such Joinder to be valid and binding in all respects on such transferee and (iii) for Stockholder to deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Acquired Shares. Any purported sale or transfer by any Stockholder or its Affiliates without compliance with the obligation in the preceding sentence shall be null and void ab initio.

ARTICLE VII.

CERTAIN INDEMNIFICATION OBLIGATIONS

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

Section 7.02. Specific Waiver of Subrogation, Contribution, etc. Parent hereby unconditionally and irrevocably waives, relinquishes and releases, on behalf of itself and each other Parent Company, and covenants and agrees not to exercise, and to cause each Affiliate of any Parent Company not to exercise, any claims or rights that any Parent Company may now have or hereafter acquire against any Indemnitee (in any capacity) that arise from or relate to the existence, payment, performance or enforcement of any of the Parent Companies’ obligations under this Article VII or under any indemnification obligation or obligation to advance expenses to Indemnitee (whether under any Organizational Document or any other agreement or document), including any right of subrogation, reimbursement, exoneration, contribution or

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indemnification and any right to participate in any claim or remedy of any Indemnitee against any other Indemnitee, whether such claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right.

ARTICLE VIII.

GENERAL

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

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

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

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

Section 8.05. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Stockholder may not assign this Agreement or any of its rights or obligations hereunder except as expressly provided for herein. Parent may not assign its rights or obligations under this Agreement except with the prior written consent of Stockholder, which consent may be given or withheld in such party’s sole discretion; provided, however, that Parent may (i) assign its rights and remedies hereunder as collateral to any bank or other financial institution that has loaned funds or otherwise extended credit to it or any of its affiliates or (ii) assign its rights under this Agreement

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to a related or Affiliated entity; provided that, in each case, no such assignment shall relieve the assignor of its liabilities and obligations hereunder.

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

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

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

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

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

Section 8.11. Counterparts; Effectiveness. This Agreement and any amendment hereto may be executed and delivered in two or more identical counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Except as set forth in Section 2.01, this Agreement shall become effective and binding upon any Stockholder when executed by Stockholder and Parent. In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format

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data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. No party hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

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

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

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solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

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

[Remainder of Page Intentionally Left Blank.

Signature Pages Follow.]

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

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

Signature Page to Closing Agreement

STOCKHOLDER:
KOHLBERG TE INVESTORS V, L.P.
By:	Kohlberg Management V, L.L.C., its general partner
By:	/s/ Seth H. Hollander
	Name: Seth H. Hollander
	Title: Vice President

Signature Page to Closing Agreement

SCHEDULE A

OWNERSHIP

Name of Stockholder	Company Securities
Kohlberg TE Investors V, LP	48,818,201 shares of Company Common Stock

Execution Version

CLOSING AGREEMENT

This CLOSING AGREEMENT (this “Agreement”) dated as of February 28, 2012, is by and between Standard Parking Corporation, a Delaware corporation (“Parent”), and the Person executing this Agreement as a “Stockholder” on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, “Stockholder”).

RECITALS:

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

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

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

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

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

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

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

ARTICLE I.

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

“Confidential Information” means all information regarding Parent and its Subsidiaries (including, as of the Effective Time, the Company and its Subsidiaries), including any business plans, financial information, operational information, personnel records, supplier and vendor lists, supplier and vendor contracts and projections; provided, however, that “Confidential Information” shall not include information (i) which is or becomes generally

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available to the public other than as a result of the breach of this Agreement by Stockholder or its Affiliates or (ii) is or becomes available to Stockholder or its Affiliates on a non-confidential basis from a source other than Parent, provided that Stockholder and its Affiliates did not know or have any reason to know that the source of such information was bound by a confidentiality agreement or other confidentiality obligation with respect to such information.

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

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

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

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

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

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

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

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

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

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

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

“Parent Customer” has the meaning set forth in Section 6.01(c).

“Parking Facility” means any motor vehicle parking lot, parking garage or other parking facility for which parking revenue is collected, including any of the foregoing that is incorporated into any larger plot, building or other site or structure.

“Parking Related Services” means the provision, for revenue, by a business or business unit of products and/or services to, or with respect to, a Parking Facility that is leased, managed or operated by a third party (e.g., services consisting of cleaning of Parking Facilities, security for Parking Facilities or surface transportation to or from Parking Facilities, in each case where such Parking Facilities are leased, managed or operated by a third party).

“Parking Services” means owning, leasing, or managing or operating for a third party, Parking Facilities, other than, in the case of Section 6.01(a), solely as an activity ancillary to the ownership or operation of a non-parking business (e.g., a restaurant or retail business) or asset (e.g., an office building).

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

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

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

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

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

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

“Relevant Investment” means any equity investment in any business that owns or leases any motor vehicle parking lot, parking garage or other parking facility.

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

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

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

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

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

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

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

“Territory” means anywhere in the United States.

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

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

ARTICLE II.

EFFECTIVENESS OF AGREEMENT

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

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Agreement shall terminate upon any termination of the Merger Agreement in accordance with the terms thereof prior to the occurrence of the Effective Time.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

(e) Ownership of the Company Securities and Acquired Shares. As of the date hereof, Stockholder is the record and beneficial owner of, and has good and valid title to, the

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number of shares of capital stock of the Company, and securities convertible into or exercisable or exchangeable for shares of capital stock of the Company set forth on Schedule A hereto (the “Company Securities”), free and clear of all Liens, and has full and unrestricted power to dispose of and vote all of the Company Securities without the consent or approval of, or any other action on the part of, any other Person. As of the Effective Date, Stockholder will (i) except by reason of a Permitted Transfer or a transfer to a Permitted Transferee in any such case in accordance with Section 6.06, be the record and beneficial owner of the Acquired Shares free and clear of all Liens (other than those arising under this Agreement and as set forth in the Organizational Documents of the applicable Holding Vehicle) set forth on Schedule A (as supplemented in accordance with Section 6.07), (ii) have good and valid title to the Acquired Shares, and (iii) except as set forth on Schedule A (as supplemented in accordance with Section 6.07), and except for restrictions on transfer of securities under applicable securities laws and set forth in the Organizational Documents of the applicable Holding Vehicle, will have full and unrestricted power to dispose of and vote all of the Acquired Shares without the consent or approval of, or any other action on the part of, any other Person. Other than pursuant to this Agreement or any agreement entered into to effect the Restructuring as contemplated by Section 7.2(i) and Schedule F of the Merger Agreement (which agreement shall not be inconsistent herewith), none of the Acquired Shares will be held by Stockholder subject to any proxy, voting agreement, voting trust, power of attorney, consent or other agreement, arrangement or instrument with respect to the voting of such Acquired Shares. The Company Securities and Acquired Shares set forth next to Stockholder’s name on Schedule A hereto (as supplemented in accordance with Sections 6.06 and 6.07), constitute (1) all of the Company Securities that are owned beneficially or of record by Stockholder as of the date hereof and neither Stockholder nor any of its Affiliates own, beneficially or of record, or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Company Securities and (2) all of the Acquired Shares that will be owned beneficially or of record by Stockholder as of the Effective Date.

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

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

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

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

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

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

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

ARTICLE IV.

VOTING AND SUPPORT

Section 4.01. Agreement to Vote. Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any other Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act) beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 4.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective

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

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

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

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

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

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

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

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

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

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and Stockholder shall grant a proxy coupled with an interest to the Chairman of the Board of Directors to vote the Acquired Shares in such manner, which proxy shall expire by its terms at the time at which Stockholder’s relevant obligation to vote expires as set forth in this Section 4.01; and

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

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

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

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

ARTICLE V.

MARKET ACTIVITIES BY THE SHAREHOLDERS

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

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outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 5.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder and its Affiliates and their respective directors, officers, members, managers, partners, equityholders shall not, during the Term only, in any manner, directly or indirectly, without the prior written consent of the Qualified Directors:

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

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

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

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

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

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

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

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

ARTICLE VI.

ADDITIONAL COVENANTS

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

(a) Non-Competition. To more effectively protect the value of the business of Parent and its Subsidiaries, and to induce Parent to consummate the Merger, Stockholder covenants and agrees that, during the Term, it will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, consult with, or participate in any business or business unit that (x) is engaged in providing Parking Services within the Territory or (y) is engaged as a principal part of such business or business unit in providing Parking Related Services within the

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Territory. In addition, during the Term, with respect to any Relevant Investment of Stockholder or any of its Affiliates which is, to the knowledge (assuming reasonable oversight of the business or business unit) of any member of the Parent Board that is an affiliate, director, employee, professional or agent of Stockholder or an affiliate of Stockholder, seeking to enter into a management or lease agreement with respect to a Parking Facility, Stockholder shall follow the procedures set forth in subsection (i) and (ii) below at the time of termination, extension or renewal of any such existing management agreement or lease or the initiation of a management agreement or lease thereafter.

(i) In the case of any Relevant Investment controlled by Stockholder or its Affiliates, Stockholder shall notify Parent in writing, and Parent shall have five (5) Business Days following the date of such notice to present a proposal to Stockholder whereby Parent will manage or lease the Parking Facility, which proposal Stockholder will, and will cause its Affiliates to, consider in good faith.

(ii) In the case of any Relevant Investment not controlled by Stockholder, Stockholder shall, to the extent Stockholder determines it is appropriate to do so, consistent with existing practices and communications with the Person controlling such Relevant Investment, encourage the controlling Person to discuss with Parent whether Parent is interested in managing or leasing the Parking Facility.

(b) Non-Solicitation of Employees. Stockholder hereby covenants and agrees that, during the Term, Stockholder will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, either for itself or for any other Person, hire (as an employee or in any other capacity), solicit or encourage any person employed by Parent or any of its Subsidiaries (as an employee or in any other capacity) in a senior executive or manager capacity to leave the employ of Parent or any of its Subsidiaries, or hire any such person who has left the employ of Parent or any of its Subsidiaries if such hiring occurs at any time within one year after the departure of such person from such employment; provided that nothing in this Section 6.01(b) shall prohibit Stockholder from soliciting or hiring any person who responds to a general solicitation not targeted at the employees of Parent or any of its Subsidiaries.

(c) Non-Solicitation of Customers. Stockholder hereby covenants and agrees that, during the Term, Stockholder will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, either for itself or any other Person (i) induce or attempt to induce any client or customer of Parent or any of its Subsidiaries or any owner, lessor, manager or operator of a Parking Facility managed or leased by Parent or any of its Subsidiaries or any Affiliate thereof (each, a “Parent Customer”), to terminate or reduce the Parking Services business it conducts with Parent or any of its Subsidiaries or any Affiliates thereof or change the terms of its relationship as to Parking Services with Parent or any of its Subsidiaries or any Affiliates thereof to terms that are less favorable to Parent or any of its Subsidiaries or any Affiliates thereof, (ii) provide Parking Services to any Parent Customer or (iii) solicit any Parent Customer at any time to provide Parking Services to such Parent Customer.

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

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

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

Section 6.02. Indemnification of Parent Indemnified Parties.

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

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

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Stockholder or dissolves, liquidates, terminates its existence or otherwise ceases to exist, such Stockholder shall be obligated to indemnify the Parent Indemnified Parties as to any claim for indemnification under Article 9 of the Merger Agreement in accordance with its Pro Rata Share.

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

Section 6.03. Matters Relating to Stockholders’ Representative.

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

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

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

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

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

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

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

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

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

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

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

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or reimbursement of expenses arise out of, or otherwise relate to, actions or claims brought or asserted against such persons after the date of this Agreement.

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

Section 6.06. Restrictions on Transfer of Company Securities. From and after the date of this Agreement until the Effective Date, Stockholder shall not, directly or indirectly, (a) Transfer or offer to Transfer any Company Securities, (b) tender any Company Securities in connection with any tender or exchange offer or otherwise or (c) otherwise restrict the ability of Stockholder to freely exercise all voting rights with respect to the Company Securities. Any action attempted to be taken in violation of the preceding sentence will be null and void. Nothing in this Section 6.06 shall limit or preclude Stockholder’s right to Transfer any Company Securities (x) to any Permitted Transferee solely for estate planning or charitable purposes or (y) as contemplated by Section 7.2(i) and Schedule F to the Merger Agreement to effect the Restructuring; provided that, (i) Stockholder provides at least three Business Days advance written notice to Parent of such proposed Transfer (including providing such other information and documentation related to the proposed Permitted Transferee as Parent may reasonably request), (ii) such Permitted Transferee agrees in a written agreement with Parent (in form and substance satisfactory to Parent, in its reasonable discretion) to hold such Company Securities pursuant to, and to be bound by, the terms and conditions of this Agreement as “Stockholder” hereunder, and to make each of the representations and warranties hereunder in respect of the Company Securities transferred as Stockholder has made hereunder (a “Joinder”), (iii) the Joinder shall be valid and binding in all respects on the Permitted Transferee, and (iv) Stockholder will deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Company Securities; provided, further, that, in the event that any proposed Permitted Transferee does not comply with the obligations imposed hereunder with respect to any Company Securities purported to be transferred to such Person, such transfer shall be deemed null and void ab initio. Notwithstanding the foregoing in this Section 6.06, it is expressly acknowledged and agreed that no Holding Vehicle shall be required to be bound by the restrictive covenants in Section 6.01(a), (b) or (c).

Section 6.07. Restrictions on Transfer of Acquired Shares. Except as set forth in Article V of this Agreement and under applicable securities Laws, the Transfer of any of the Acquired Shares by any Stockholder shall not be subject to any restrictions; provided, however, Stockholder agrees that, except in the event of a Transfer of any Acquired Shares by Stockholder pursuant to a Public Sale, it shall be a condition precedent to any Transfer or series of related Transfers of Acquired Shares (a) representing 5% or more of the issued and outstanding Parent Common Stock to any Person, (b) following which, the transferee, together with its Affiliates and any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with such transferee, would own beneficially or of record 5% or more of the issued and outstanding shares of Parent Common Stock or (c) to any Affiliate of Stockholder or any of the Other Stockholders or any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with Stockholder or any Other Stockholder or their respective Affiliates, in each case, (i) for such transferee to execute and deliver to Parent a Joinder (with respect to Article IV, Article V and

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this Section 6.07 only) with respect to such Acquired Shares, (ii) for such Joinder to be valid and binding in all respects on such transferee and (iii) for Stockholder to deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Acquired Shares. Any purported sale or transfer by any Stockholder or its Affiliates without compliance with the obligation in the preceding sentence shall be null and void ab initio.

ARTICLE VII.

CERTAIN INDEMNIFICATION OBLIGATIONS

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

Section 7.02. Specific Waiver of Subrogation, Contribution, etc. Parent hereby unconditionally and irrevocably waives, relinquishes and releases, on behalf of itself and each other Parent Company, and covenants and agrees not to exercise, and to cause each Affiliate of any Parent Company not to exercise, any claims or rights that any Parent Company may now have or hereafter acquire against any Indemnitee (in any capacity) that arise from or relate to the existence, payment, performance or enforcement of any of the Parent Companies’ obligations under this Article VII or under any indemnification obligation or obligation to advance expenses to Indemnitee (whether under any Organizational Document or any other agreement or document), including any right of subrogation, reimbursement, exoneration, contribution or

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indemnification and any right to participate in any claim or remedy of any Indemnitee against any other Indemnitee, whether such claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right.

ARTICLE VIII.

GENERAL

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

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

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

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

Section 8.05. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Stockholder may not assign this Agreement or any of its rights or obligations hereunder except as expressly provided for herein. Parent may not assign its rights or obligations under this Agreement except with the prior written consent of Stockholder, which consent may be given or withheld in such party’s sole discretion; provided, however, that Parent may (i) assign its rights and remedies hereunder as collateral to any bank or other financial institution that has loaned funds or otherwise extended credit to it or any of its affiliates or (ii) assign its rights under this Agreement

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to a related or Affiliated entity; provided that, in each case, no such assignment shall relieve the assignor of its liabilities and obligations hereunder.

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

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

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

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

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

Section 8.11. Counterparts; Effectiveness. This Agreement and any amendment hereto may be executed and delivered in two or more identical counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Except as set forth in Section 2.01, this Agreement shall become effective and binding upon any Stockholder when executed by Stockholder and Parent. In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format

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data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. No party hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

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

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

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solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

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

[Remainder of Page Intentionally Left Blank.

Signature Pages Follow.]

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

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

Signature Page to Closing Agreement

STOCKHOLDER:
KOHLBERG PARTNERS V, L.P.
By:	Kohlberg Management V, L.L.C., its general partner
By:	/s/ Seth H. Hollander
	Name: Seth H. Hollander
	Title: Vice President

Signature Page to Closing Agreement

SCHEDULE A

OWNERSHIP

Name of Stockholder	Company Securities
Kohlberg Partners V, LP	5,751,357 shares of Company Common Stock

Execution Version

CLOSING AGREEMENT

This CLOSING AGREEMENT (this “Agreement”) dated as of February 28, 2012, is by and between Standard Parking Corporation, a Delaware corporation (“Parent”), and the Person executing this Agreement as a “Stockholder” on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, “Stockholder”).

RECITALS:

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

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

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

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

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

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

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

ARTICLE I.

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

“Confidential Information” means all information regarding Parent and its Subsidiaries (including, as of the Effective Time, the Company and its Subsidiaries), including any business plans, financial information, operational information, personnel records, supplier and vendor lists, supplier and vendor contracts and projections; provided, however, that “Confidential Information” shall not include information (i) which is or becomes generally

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available to the public other than as a result of the breach of this Agreement by Stockholder or its Affiliates or (ii) is or becomes available to Stockholder or its Affiliates on a non-confidential basis from a source other than Parent, provided that Stockholder and its Affiliates did not know or have any reason to know that the source of such information was bound by a confidentiality agreement or other confidentiality obligation with respect to such information.

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

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

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

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

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

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

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

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

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

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

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

“Parent Customer” has the meaning set forth in Section 6.01(c).

“Parking Facility” means any motor vehicle parking lot, parking garage or other parking facility for which parking revenue is collected, including any of the foregoing that is incorporated into any larger plot, building or other site or structure.

“Parking Related Services” means the provision, for revenue, by a business or business unit of products and/or services to, or with respect to, a Parking Facility that is leased, managed or operated by a third party (e.g., services consisting of cleaning of Parking Facilities, security for Parking Facilities or surface transportation to or from Parking Facilities, in each case where such Parking Facilities are leased, managed or operated by a third party).

“Parking Services” means owning, leasing, or managing or operating for a third party, Parking Facilities, other than, in the case of Section 6.01(a), solely as an activity ancillary to the ownership or operation of a non-parking business (e.g., a restaurant or retail business) or asset (e.g., an office building).

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

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

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

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

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

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

“Relevant Investment” means any equity investment in any business that owns or leases any motor vehicle parking lot, parking garage or other parking facility.

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

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

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

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

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

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

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

“Territory” means anywhere in the United States.

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

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

ARTICLE II.

EFFECTIVENESS OF AGREEMENT

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

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Agreement shall terminate upon any termination of the Merger Agreement in accordance with the terms thereof prior to the occurrence of the Effective Time.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

(e) Ownership of the Company Securities and Acquired Shares. As of the date hereof, Stockholder is the record and beneficial owner of, and has good and valid title to, the

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number of shares of capital stock of the Company, and securities convertible into or exercisable or exchangeable for shares of capital stock of the Company set forth on Schedule A hereto (the “Company Securities”), free and clear of all Liens, and has full and unrestricted power to dispose of and vote all of the Company Securities without the consent or approval of, or any other action on the part of, any other Person. As of the Effective Date, Stockholder will (i) except by reason of a Permitted Transfer or a transfer to a Permitted Transferee in any such case in accordance with Section 6.06, be the record and beneficial owner of the Acquired Shares free and clear of all Liens (other than those arising under this Agreement and as set forth in the Organizational Documents of the applicable Holding Vehicle) set forth on Schedule A (as supplemented in accordance with Section 6.07), (ii) have good and valid title to the Acquired Shares, and (iii) except as set forth on Schedule A (as supplemented in accordance with Section 6.07), and except for restrictions on transfer of securities under applicable securities laws and set forth in the Organizational Documents of the applicable Holding Vehicle, will have full and unrestricted power to dispose of and vote all of the Acquired Shares without the consent or approval of, or any other action on the part of, any other Person. Other than pursuant to this Agreement or any agreement entered into to effect the Restructuring as contemplated by Section 7.2(i) and Schedule F of the Merger Agreement (which agreement shall not be inconsistent herewith), none of the Acquired Shares will be held by Stockholder subject to any proxy, voting agreement, voting trust, power of attorney, consent or other agreement, arrangement or instrument with respect to the voting of such Acquired Shares. The Company Securities and Acquired Shares set forth next to Stockholder’s name on Schedule A hereto (as supplemented in accordance with Sections 6.06 and 6.07), constitute (1) all of the Company Securities that are owned beneficially or of record by Stockholder as of the date hereof and neither Stockholder nor any of its Affiliates own, beneficially or of record, or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Company Securities and (2) all of the Acquired Shares that will be owned beneficially or of record by Stockholder as of the Effective Date.

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

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

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

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

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

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

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

ARTICLE IV.

VOTING AND SUPPORT

Section 4.01. Agreement to Vote. Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any other Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act) beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 4.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective

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

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

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

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

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

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

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

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

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

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and Stockholder shall grant a proxy coupled with an interest to the Chairman of the Board of Directors to vote the Acquired Shares in such manner, which proxy shall expire by its terms at the time at which Stockholder’s relevant obligation to vote expires as set forth in this Section 4.01; and

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

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

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

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

ARTICLE V.

MARKET ACTIVITIES BY THE SHAREHOLDERS

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

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outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 5.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder and its Affiliates and their respective directors, officers, members, managers, partners, equityholders shall not, during the Term only, in any manner, directly or indirectly, without the prior written consent of the Qualified Directors:

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

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

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

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

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

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

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

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

ARTICLE VI.

ADDITIONAL COVENANTS

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

(a) Non-Competition. To more effectively protect the value of the business of Parent and its Subsidiaries, and to induce Parent to consummate the Merger, Stockholder covenants and agrees that, during the Term, it will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, consult with, or participate in any business or business unit that (x) is engaged in providing Parking Services within the Territory or (y) is engaged as a principal part of such business or business unit in providing Parking Related Services within the

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Territory. In addition, during the Term, with respect to any Relevant Investment of Stockholder or any of its Affiliates which is, to the knowledge (assuming reasonable oversight of the business or business unit) of any member of the Parent Board that is an affiliate, director, employee, professional or agent of Stockholder or an affiliate of Stockholder, seeking to enter into a management or lease agreement with respect to a Parking Facility, Stockholder shall follow the procedures set forth in subsection (i) and (ii) below at the time of termination, extension or renewal of any such existing management agreement or lease or the initiation of a management agreement or lease thereafter.

(i) In the case of any Relevant Investment controlled by Stockholder or its Affiliates, Stockholder shall notify Parent in writing, and Parent shall have five (5) Business Days following the date of such notice to present a proposal to Stockholder whereby Parent will manage or lease the Parking Facility, which proposal Stockholder will, and will cause its Affiliates to, consider in good faith.

(ii) In the case of any Relevant Investment not controlled by Stockholder, Stockholder shall, to the extent Stockholder determines it is appropriate to do so, consistent with existing practices and communications with the Person controlling such Relevant Investment, encourage the controlling Person to discuss with Parent whether Parent is interested in managing or leasing the Parking Facility.

(b) Non-Solicitation of Employees. Stockholder hereby covenants and agrees that, during the Term, Stockholder will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, either for itself or for any other Person, hire (as an employee or in any other capacity), solicit or encourage any person employed by Parent or any of its Subsidiaries (as an employee or in any other capacity) in a senior executive or manager capacity to leave the employ of Parent or any of its Subsidiaries, or hire any such person who has left the employ of Parent or any of its Subsidiaries if such hiring occurs at any time within one year after the departure of such person from such employment; provided that nothing in this Section 6.01(b) shall prohibit Stockholder from soliciting or hiring any person who responds to a general solicitation not targeted at the employees of Parent or any of its Subsidiaries.

(c) Non-Solicitation of Customers. Stockholder hereby covenants and agrees that, during the Term, Stockholder will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, either for itself or any other Person (i) induce or attempt to induce any client or customer of Parent or any of its Subsidiaries or any owner, lessor, manager or operator of a Parking Facility managed or leased by Parent or any of its Subsidiaries or any Affiliate thereof (each, a “Parent Customer”), to terminate or reduce the Parking Services business it conducts with Parent or any of its Subsidiaries or any Affiliates thereof or change the terms of its relationship as to Parking Services with Parent or any of its Subsidiaries or any Affiliates thereof to terms that are less favorable to Parent or any of its Subsidiaries or any Affiliates thereof, (ii) provide Parking Services to any Parent Customer or (iii) solicit any Parent Customer at any time to provide Parking Services to such Parent Customer.

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

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

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

Section 6.02. Indemnification of Parent Indemnified Parties.

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

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

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Stockholder or dissolves, liquidates, terminates its existence or otherwise ceases to exist, such Stockholder shall be obligated to indemnify the Parent Indemnified Parties as to any claim for indemnification under Article 9 of the Merger Agreement in accordance with its Pro Rata Share.

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

Section 6.03. Matters Relating to Stockholders’ Representative.

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

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

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

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

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

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

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

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

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

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

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

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or reimbursement of expenses arise out of, or otherwise relate to, actions or claims brought or asserted against such persons after the date of this Agreement.

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

Section 6.06. Restrictions on Transfer of Company Securities. From and after the date of this Agreement until the Effective Date, Stockholder shall not, directly or indirectly, (a) Transfer or offer to Transfer any Company Securities, (b) tender any Company Securities in connection with any tender or exchange offer or otherwise or (c) otherwise restrict the ability of Stockholder to freely exercise all voting rights with respect to the Company Securities. Any action attempted to be taken in violation of the preceding sentence will be null and void. Nothing in this Section 6.06 shall limit or preclude Stockholder’s right to Transfer any Company Securities (x) to any Permitted Transferee solely for estate planning or charitable purposes or (y) as contemplated by Section 7.2(i) and Schedule F to the Merger Agreement to effect the Restructuring; provided that, (i) Stockholder provides at least three Business Days advance written notice to Parent of such proposed Transfer (including providing such other information and documentation related to the proposed Permitted Transferee as Parent may reasonably request), (ii) such Permitted Transferee agrees in a written agreement with Parent (in form and substance satisfactory to Parent, in its reasonable discretion) to hold such Company Securities pursuant to, and to be bound by, the terms and conditions of this Agreement as “Stockholder” hereunder, and to make each of the representations and warranties hereunder in respect of the Company Securities transferred as Stockholder has made hereunder (a “Joinder”), (iii) the Joinder shall be valid and binding in all respects on the Permitted Transferee, and (iv) Stockholder will deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Company Securities; provided, further, that, in the event that any proposed Permitted Transferee does not comply with the obligations imposed hereunder with respect to any Company Securities purported to be transferred to such Person, such transfer shall be deemed null and void ab initio. Notwithstanding the foregoing in this Section 6.06, it is expressly acknowledged and agreed that no Holding Vehicle shall be required to be bound by the restrictive covenants in Section 6.01(a), (b) or (c).

Section 6.07. Restrictions on Transfer of Acquired Shares. Except as set forth in Article V of this Agreement and under applicable securities Laws, the Transfer of any of the Acquired Shares by any Stockholder shall not be subject to any restrictions; provided, however, Stockholder agrees that, except in the event of a Transfer of any Acquired Shares by Stockholder pursuant to a Public Sale, it shall be a condition precedent to any Transfer or series of related Transfers of Acquired Shares (a) representing 5% or more of the issued and outstanding Parent Common Stock to any Person, (b) following which, the transferee, together with its Affiliates and any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with such transferee, would own beneficially or of record 5% or more of the issued and outstanding shares of Parent Common Stock or (c) to any Affiliate of Stockholder or any of the Other Stockholders or any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with Stockholder or any Other Stockholder or their respective Affiliates, in each case, (i) for such transferee to execute and deliver to Parent a Joinder (with respect to Article IV, Article V and

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this Section 6.07 only) with respect to such Acquired Shares, (ii) for such Joinder to be valid and binding in all respects on such transferee and (iii) for Stockholder to deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Acquired Shares. Any purported sale or transfer by any Stockholder or its Affiliates without compliance with the obligation in the preceding sentence shall be null and void ab initio.

ARTICLE VII.

CERTAIN INDEMNIFICATION OBLIGATIONS

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

Section 7.02. Specific Waiver of Subrogation, Contribution, etc. Parent hereby unconditionally and irrevocably waives, relinquishes and releases, on behalf of itself and each other Parent Company, and covenants and agrees not to exercise, and to cause each Affiliate of any Parent Company not to exercise, any claims or rights that any Parent Company may now have or hereafter acquire against any Indemnitee (in any capacity) that arise from or relate to the existence, payment, performance or enforcement of any of the Parent Companies’ obligations under this Article VII or under any indemnification obligation or obligation to advance expenses to Indemnitee (whether under any Organizational Document or any other agreement or document), including any right of subrogation, reimbursement, exoneration, contribution or

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indemnification and any right to participate in any claim or remedy of any Indemnitee against any other Indemnitee, whether such claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right.

ARTICLE VIII.

GENERAL

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

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

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

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

Section 8.05. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Stockholder may not assign this Agreement or any of its rights or obligations hereunder except as expressly provided for herein. Parent may not assign its rights or obligations under this Agreement except with the prior written consent of Stockholder, which consent may be given or withheld in such party’s sole discretion; provided, however, that Parent may (i) assign its rights and remedies hereunder as collateral to any bank or other financial institution that has loaned funds or otherwise extended credit to it or any of its affiliates or (ii) assign its rights under this Agreement

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to a related or Affiliated entity; provided that, in each case, no such assignment shall relieve the assignor of its liabilities and obligations hereunder.

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

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

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

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

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

Section 8.11. Counterparts; Effectiveness. This Agreement and any amendment hereto may be executed and delivered in two or more identical counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Except as set forth in Section 2.01, this Agreement shall become effective and binding upon any Stockholder when executed by Stockholder and Parent. In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format

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data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. No party hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

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

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

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solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

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

[Remainder of Page Intentionally Left Blank.

Signature Pages Follow.]

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

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

Signature Page to Closing Agreement

STOCKHOLDER:
KOHLBERG OFFSHORE INVESTORS V, L.P.
By:	Kohlberg Management V, L.L.C., its general partner
By:	/s/ Seth H. Hollander
	Name: Seth H. Hollander
	Title: Vice President

Signature Page to Closing Agreement

SCHEDULE A

OWNERSHIP

Name of Stockholder	Company Securities
Kohlberg Offshore Investors V, LP	4,496,299 shares of Company Common Stock

Execution Version

CLOSING AGREEMENT

This CLOSING AGREEMENT (this “Agreement”) dated as of February 28, 2012, is by and between Standard Parking Corporation, a Delaware corporation (“Parent”), and the Person executing this Agreement as a “Stockholder” on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, “Stockholder”).

RECITALS:

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

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

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

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

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

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

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

ARTICLE I.

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

“Confidential Information” means all information regarding Parent and its Subsidiaries (including, as of the Effective Time, the Company and its Subsidiaries), including any business plans, financial information, operational information, personnel records, supplier and vendor lists, supplier and vendor contracts and projections; provided, however, that “Confidential Information” shall not include information (i) which is or becomes generally

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available to the public other than as a result of the breach of this Agreement by Stockholder or its Affiliates or (ii) is or becomes available to Stockholder or its Affiliates on a non-confidential basis from a source other than Parent, provided that Stockholder and its Affiliates did not know or have any reason to know that the source of such information was bound by a confidentiality agreement or other confidentiality obligation with respect to such information.

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

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

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

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

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

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

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

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

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

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

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

“Parent Customer” has the meaning set forth in Section 6.01(c).

“Parking Facility” means any motor vehicle parking lot, parking garage or other parking facility for which parking revenue is collected, including any of the foregoing that is incorporated into any larger plot, building or other site or structure.

“Parking Related Services” means the provision, for revenue, by a business or business unit of products and/or services to, or with respect to, a Parking Facility that is leased, managed or operated by a third party (e.g., services consisting of cleaning of Parking Facilities, security for Parking Facilities or surface transportation to or from Parking Facilities, in each case where such Parking Facilities are leased, managed or operated by a third party).

“Parking Services” means owning, leasing, or managing or operating for a third party, Parking Facilities, other than, in the case of Section 6.01(a), solely as an activity ancillary to the ownership or operation of a non-parking business (e.g., a restaurant or retail business) or asset (e.g., an office building).

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

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

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

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

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

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

“Relevant Investment” means any equity investment in any business that owns or leases any motor vehicle parking lot, parking garage or other parking facility.

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

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

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

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

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

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

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

“Territory” means anywhere in the United States.

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

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

ARTICLE II.

EFFECTIVENESS OF AGREEMENT

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

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Agreement shall terminate upon any termination of the Merger Agreement in accordance with the terms thereof prior to the occurrence of the Effective Time.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

(e) Ownership of the Company Securities and Acquired Shares. As of the date hereof, Stockholder is the record and beneficial owner of, and has good and valid title to, the

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number of shares of capital stock of the Company, and securities convertible into or exercisable or exchangeable for shares of capital stock of the Company set forth on Schedule A hereto (the “Company Securities”), free and clear of all Liens, and has full and unrestricted power to dispose of and vote all of the Company Securities without the consent or approval of, or any other action on the part of, any other Person. As of the Effective Date, Stockholder will (i) except by reason of a Permitted Transfer or a transfer to a Permitted Transferee in any such case in accordance with Section 6.06, be the record and beneficial owner of the Acquired Shares free and clear of all Liens (other than those arising under this Agreement and as set forth in the Organizational Documents of the applicable Holding Vehicle) set forth on Schedule A (as supplemented in accordance with Section 6.07), (ii) have good and valid title to the Acquired Shares, and (iii) except as set forth on Schedule A (as supplemented in accordance with Section 6.07), and except for restrictions on transfer of securities under applicable securities laws and set forth in the Organizational Documents of the applicable Holding Vehicle, will have full and unrestricted power to dispose of and vote all of the Acquired Shares without the consent or approval of, or any other action on the part of, any other Person. Other than pursuant to this Agreement or any agreement entered into to effect the Restructuring as contemplated by Section 7.2(i) and Schedule F of the Merger Agreement (which agreement shall not be inconsistent herewith), none of the Acquired Shares will be held by Stockholder subject to any proxy, voting agreement, voting trust, power of attorney, consent or other agreement, arrangement or instrument with respect to the voting of such Acquired Shares. The Company Securities and Acquired Shares set forth next to Stockholder’s name on Schedule A hereto (as supplemented in accordance with Sections 6.06 and 6.07), constitute (1) all of the Company Securities that are owned beneficially or of record by Stockholder as of the date hereof and neither Stockholder nor any of its Affiliates own, beneficially or of record, or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Company Securities and (2) all of the Acquired Shares that will be owned beneficially or of record by Stockholder as of the Effective Date.

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

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

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

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

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

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

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

ARTICLE IV.

VOTING AND SUPPORT

Section 4.01. Agreement to Vote. Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any other Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act) beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 4.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective

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

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

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

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

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

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

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

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

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

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and Stockholder shall grant a proxy coupled with an interest to the Chairman of the Board of Directors to vote the Acquired Shares in such manner, which proxy shall expire by its terms at the time at which Stockholder’s relevant obligation to vote expires as set forth in this Section 4.01; and

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

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

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

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

ARTICLE V.

MARKET ACTIVITIES BY THE SHAREHOLDERS

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

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outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 5.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder and its Affiliates and their respective directors, officers, members, managers, partners, equityholders shall not, during the Term only, in any manner, directly or indirectly, without the prior written consent of the Qualified Directors:

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

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

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

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

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

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

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

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

ARTICLE VI.

ADDITIONAL COVENANTS

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

(a) Non-Competition. To more effectively protect the value of the business of Parent and its Subsidiaries, and to induce Parent to consummate the Merger, Stockholder covenants and agrees that, during the Term, it will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, consult with, or participate in any business or business unit that (x) is engaged in providing Parking Services within the Territory or (y) is engaged as a principal part of such business or business unit in providing Parking Related Services within the

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Territory. In addition, during the Term, with respect to any Relevant Investment of Stockholder or any of its Affiliates which is, to the knowledge (assuming reasonable oversight of the business or business unit) of any member of the Parent Board that is an affiliate, director, employee, professional or agent of Stockholder or an affiliate of Stockholder, seeking to enter into a management or lease agreement with respect to a Parking Facility, Stockholder shall follow the procedures set forth in subsection (i) and (ii) below at the time of termination, extension or renewal of any such existing management agreement or lease or the initiation of a management agreement or lease thereafter.

(i) In the case of any Relevant Investment controlled by Stockholder or its Affiliates, Stockholder shall notify Parent in writing, and Parent shall have five (5) Business Days following the date of such notice to present a proposal to Stockholder whereby Parent will manage or lease the Parking Facility, which proposal Stockholder will, and will cause its Affiliates to, consider in good faith.

(ii) In the case of any Relevant Investment not controlled by Stockholder, Stockholder shall, to the extent Stockholder determines it is appropriate to do so, consistent with existing practices and communications with the Person controlling such Relevant Investment, encourage the controlling Person to discuss with Parent whether Parent is interested in managing or leasing the Parking Facility.

(b) Non-Solicitation of Employees. Stockholder hereby covenants and agrees that, during the Term, Stockholder will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, either for itself or for any other Person, hire (as an employee or in any other capacity), solicit or encourage any person employed by Parent or any of its Subsidiaries (as an employee or in any other capacity) in a senior executive or manager capacity to leave the employ of Parent or any of its Subsidiaries, or hire any such person who has left the employ of Parent or any of its Subsidiaries if such hiring occurs at any time within one year after the departure of such person from such employment; provided that nothing in this Section 6.01(b) shall prohibit Stockholder from soliciting or hiring any person who responds to a general solicitation not targeted at the employees of Parent or any of its Subsidiaries.

(c) Non-Solicitation of Customers. Stockholder hereby covenants and agrees that, during the Term, Stockholder will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, either for itself or any other Person (i) induce or attempt to induce any client or customer of Parent or any of its Subsidiaries or any owner, lessor, manager or operator of a Parking Facility managed or leased by Parent or any of its Subsidiaries or any Affiliate thereof (each, a “Parent Customer”), to terminate or reduce the Parking Services business it conducts with Parent or any of its Subsidiaries or any Affiliates thereof or change the terms of its relationship as to Parking Services with Parent or any of its Subsidiaries or any Affiliates thereof to terms that are less favorable to Parent or any of its Subsidiaries or any Affiliates thereof, (ii) provide Parking Services to any Parent Customer or (iii) solicit any Parent Customer at any time to provide Parking Services to such Parent Customer.

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

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

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

Section 6.02. Indemnification of Parent Indemnified Parties.

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

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

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Stockholder or dissolves, liquidates, terminates its existence or otherwise ceases to exist, such Stockholder shall be obligated to indemnify the Parent Indemnified Parties as to any claim for indemnification under Article 9 of the Merger Agreement in accordance with its Pro Rata Share.

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

Section 6.03. Matters Relating to Stockholders’ Representative.

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

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

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

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

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

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

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

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

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

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

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

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or reimbursement of expenses arise out of, or otherwise relate to, actions or claims brought or asserted against such persons after the date of this Agreement.

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

Section 6.06. Restrictions on Transfer of Company Securities. From and after the date of this Agreement until the Effective Date, Stockholder shall not, directly or indirectly, (a) Transfer or offer to Transfer any Company Securities, (b) tender any Company Securities in connection with any tender or exchange offer or otherwise or (c) otherwise restrict the ability of Stockholder to freely exercise all voting rights with respect to the Company Securities. Any action attempted to be taken in violation of the preceding sentence will be null and void. Nothing in this Section 6.06 shall limit or preclude Stockholder’s right to Transfer any Company Securities (x) to any Permitted Transferee solely for estate planning or charitable purposes or (y) as contemplated by Section 7.2(i) and Schedule F to the Merger Agreement to effect the Restructuring; provided that, (i) Stockholder provides at least three Business Days advance written notice to Parent of such proposed Transfer (including providing such other information and documentation related to the proposed Permitted Transferee as Parent may reasonably request), (ii) such Permitted Transferee agrees in a written agreement with Parent (in form and substance satisfactory to Parent, in its reasonable discretion) to hold such Company Securities pursuant to, and to be bound by, the terms and conditions of this Agreement as “Stockholder” hereunder, and to make each of the representations and warranties hereunder in respect of the Company Securities transferred as Stockholder has made hereunder (a “Joinder”), (iii) the Joinder shall be valid and binding in all respects on the Permitted Transferee, and (iv) Stockholder will deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Company Securities; provided, further, that, in the event that any proposed Permitted Transferee does not comply with the obligations imposed hereunder with respect to any Company Securities purported to be transferred to such Person, such transfer shall be deemed null and void ab initio. Notwithstanding the foregoing in this Section 6.06, it is expressly acknowledged and agreed that no Holding Vehicle shall be required to be bound by the restrictive covenants in Section 6.01(a), (b) or (c).

Section 6.07. Restrictions on Transfer of Acquired Shares. Except as set forth in Article V of this Agreement and under applicable securities Laws, the Transfer of any of the Acquired Shares by any Stockholder shall not be subject to any restrictions; provided, however, Stockholder agrees that, except in the event of a Transfer of any Acquired Shares by Stockholder pursuant to a Public Sale, it shall be a condition precedent to any Transfer or series of related Transfers of Acquired Shares (a) representing 5% or more of the issued and outstanding Parent Common Stock to any Person, (b) following which, the transferee, together with its Affiliates and any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with such transferee, would own beneficially or of record 5% or more of the issued and outstanding shares of Parent Common Stock or (c) to any Affiliate of Stockholder or any of the Other Stockholders or any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with Stockholder or any Other Stockholder or their respective Affiliates, in each case, (i) for such transferee to execute and deliver to Parent a Joinder (with respect to Article IV, Article V and

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this Section 6.07 only) with respect to such Acquired Shares, (ii) for such Joinder to be valid and binding in all respects on such transferee and (iii) for Stockholder to deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Acquired Shares. Any purported sale or transfer by any Stockholder or its Affiliates without compliance with the obligation in the preceding sentence shall be null and void ab initio.

ARTICLE VII.

CERTAIN INDEMNIFICATION OBLIGATIONS

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

Section 7.02. Specific Waiver of Subrogation, Contribution, etc. Parent hereby unconditionally and irrevocably waives, relinquishes and releases, on behalf of itself and each other Parent Company, and covenants and agrees not to exercise, and to cause each Affiliate of any Parent Company not to exercise, any claims or rights that any Parent Company may now have or hereafter acquire against any Indemnitee (in any capacity) that arise from or relate to the existence, payment, performance or enforcement of any of the Parent Companies’ obligations under this Article VII or under any indemnification obligation or obligation to advance expenses to Indemnitee (whether under any Organizational Document or any other agreement or document), including any right of subrogation, reimbursement, exoneration, contribution or

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indemnification and any right to participate in any claim or remedy of any Indemnitee against any other Indemnitee, whether such claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right.

ARTICLE VIII.

GENERAL

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

Section 8.02. No Third Party Beneficiaries. Except (a) as set forth in Section 6.04 of this Agreement and Article 9 of the Merger Agreement (which Stockholder has agreed to be bound by under Section 6.02 of this Agreement), (b) as to Section 6.03 of this Agreement with respect to the Stockholders’ Representative (who is intended to be an express third party beneficiary of Section 6.03), and (c) as to Article VII of this Agreement, with respect to any Fund, Affiliate of Stockholder or Indemnitee (who are intended to be express third party beneficiaries of Article VII), nothing in this Agreement, express or implied, is intended to or shall confer upon the Person (other than the parties to this Agreement) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 8.03. Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another state otherwise to govern this Agreement.

Section 8.04. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect.

Section 8.05. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Stockholder may not assign this Agreement or any of its rights or obligations hereunder except as expressly provided for herein. Parent may not assign its rights or obligations under this Agreement except with the prior written consent of Stockholder, which consent may be given or withheld in such party’s sole discretion; provided, however, that Parent may (i) assign its rights and remedies hereunder as collateral to any bank or other financial institution that has loaned funds or otherwise extended credit to it or any of its affiliates or (ii) assign its rights under this Agreement

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to a related or Affiliated entity; provided that, in each case, no such assignment shall relieve the assignor of its liabilities and obligations hereunder.

Section 8.06. Interpretation. Interpretation of this Agreement shall be governed by the following rules of construction: (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires, (ii) references to the terms article, section and schedule are references to the articles, sections and schedules to this Agreement unless otherwise specified, (iii) the word “including” and words of similar import shall mean “including without limitation,” (iv) the word “or” shall not be exclusive, (v) the headings are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, (vi) a reference to any Person includes such Person’s successors and permitted assigns, (vii) any reference to “days” means calendar days unless Business Days are expressly specified and (viii) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 8.07. Amendments; Waivers. This Agreement may not be amended without the express written agreement signed by all of the parties to this Agreement. No provision of this Agreement may be waived without the express written agreement signed by the party making such waiver. The failure of any party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights.

Section 8.08. Fees and Expenses. All matters relating to the responsibility of each of Stockholder and Parent for fees and expenses (including the fees and expenses of financial consultants, investment bankers, accountants and legal counsel) in connection with the entry into of this Agreement and the consummation of the actions contemplated hereby shall be governed by Section 10.18 of the Merger Agreement, and Stockholder hereby acknowledges and agrees to be bound by Section 10.18 of the Merger Agreement.

Section 8.09. Entire Agreement. This Agreement (together with the Merger Agreement) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.

Section 8.10. Remedies Cumulative. Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at law or in equity. The exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.

Section 8.11. Counterparts; Effectiveness. This Agreement and any amendment hereto may be executed and delivered in two or more identical counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Except as set forth in Section 2.01, this Agreement shall become effective and binding upon any Stockholder when executed by Stockholder and Parent. In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format

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data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. No party hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

Section 8.12. Specific Performance. The parties to this Agreement agree that irreparable damage would occur and that the parties to this Agreement would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case without the necessity of posting bond or other security or showing actual damages, and this being in addition to any other remedy to which they are entitled at law or in equity.

Section 8.13. Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that all claims, controversies and disputes of any kind or nature relating in any way to the enforcement or interpretation of this Agreement or to the parties’ dealings, rights or obligations in connection herewith, shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any federal court of the United States located in the State of Delaware, or, if neither the Court of Chancery of the State of Delaware nor any such federal court has jurisdiction, any other state court located in the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the actions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 8.13, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (a) the suit, action or proceeding in such court is brought in an inconvenient forum, (b) the venue of such suit, action or proceeding is improper or (c) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.01 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Notwithstanding the foregoing in this Section 8.13, a party may commence any action or proceeding in a court other than the above-named courts

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solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Section 8.14. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, CONTROVERSY OR OTHER LEGAL ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.14.

[Remainder of Page Intentionally Left Blank.

Signature Pages Follow.]

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IN WITNESS WHEREOF, each party hereto has caused this Closing Agreement to be duly executed as of the date first written above.

COMPANY:
STANDARD PARKING CORPORATION
By:	/s/ James A. Wilhelm
Name: James A. Wilhelm
Title: President and Chief Executive Officer

Signature Page to Closing Agreement

STOCKHOLDER:
KOCO INVESTORS V, L.P.
By:	Kohlberg Management V, L.L.C., its general partner
By:	/s/ Seth H. Hollander
	Name: Seth H. Hollander
	Title: Vice President

Signature Page to Closing Agreement

SCHEDULE A

OWNERSHIP

Name of Stockholder	Company Securities
KOCO Investors V, L.P.	992,891 shares of Company Common Stock

EX-10.4

Exhibit 10.4

Execution Version

CLOSING AGREEMENT

This CLOSING AGREEMENT (this “Agreement”) dated as of February 28, 2012, is by and between Standard Parking Corporation, a Delaware corporation (“Parent”), and the Person executing this Agreement as a “Stockholder” on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, “Stockholder”).

RECITALS:

WHEREAS, pursuant to the Agreement and Plan of Merger (as amended from time to time in accordance with its terms, the “Merger Agreement”), dated as of the date hereof, by and among Parent, KCPC Holdings, Inc., a Delaware corporation (the “Company”), Hermitage Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Kohlberg CPC Rep, L.L.C., in its capacity as Stockholders’ Representative thereunder, among other things, at the Effective Time, Merger Sub will be merged with and into the Company, with the Company surviving the Merger on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”);

WHEREAS, Stockholder owns the number and type of Company Securities (as defined herein) set forth on Schedule A hereto;

WHEREAS, at the Effective Time, Stockholder will be entitled to receive a number of shares of Parent Common Stock equal to the Number of Parent Shares Per Holder for Stockholder (together with (i) any other shares of Parent Common Stock acquired by Stockholder after the date hereof, (ii) any securities convertible into or exercisable or exchangeable for shares of Parent Common Stock held by Stockholder, or (iii) any shares of Parent Common Stock issuable to Stockholder upon conversion, exercise or exchange of the securities described in clause (ii), the “Acquired Shares”);

WHEREAS, Stockholder hereby acknowledges and agrees that it will derive substantial benefit from the consummation of the Merger, and, accordingly, Parent and Stockholder desire to establish in this Agreement certain terms and conditions concerning the corporate governance of Parent and the Acquired Shares and related provisions concerning the relationship of Stockholder with Parent;

WHEREAS, simultaneously with the execution and delivery of this Agreement, Parent has entered into closing agreements in form and substance similar to this Agreement with certain other holders of Company Securities (the “Other Stockholders”) in connection with the Merger Agreement and the Merger (the “Other Closing Agreements”); and

WHEREAS, as a condition and inducement to Parent and Merger Sub entering into and incurring their respective obligations under the Merger Agreement, Parent and Merger Sub require that Stockholder enter into this Agreement and the Other Stockholders enter into the Other Closing Agreements.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.01. Definitions. Capitalized terms used in this Agreement and not defined herein have the meanings ascribed to such terms in the Merger Agreement. In addition, the following terms shall have the corresponding meanings for purposes of this Agreement:

“Acquired Shares” has the meaning set forth in the Recitals.

“Agreement” has the meaning set forth in the Preamble.

“beneficial ownership” means, with respect to any securities, having any “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act) or otherwise having any right to exercise voting rights with respect to such securities, and “beneficial owner” means any Person having beneficial ownership of any securities.

“Board of Directors” means the board of directors of Parent.

“Causes of Action” has the meaning set forth in Section 6.04.

“Company” has the meaning set forth in the Recitals.

“Company Common Stock” means common stock, par value $0.01 per share, of the Company.

“Company Preferred Stock” means preferred stock, par value $0.01 per share, of the Company.

“Company Securities” has the meaning set forth in Section 3.01(e).

“Company Stockholder” means any Person that is a holder of Company Common Stock or Company Preferred Stock as of the date of this Agreement or at any time hereafter and prior to the Effective Time (including any Person that is a holder of Company Options that will exercise this, her or its Company Options prior to the Effective Time and, upon the consummation of the Restructuring, each Holding Vehicle), and such Person’s successors and assigns.

“Confidential Information” means all information regarding Parent and its Subsidiaries (including, as of the Effective Time, the Company and its Subsidiaries), including any business plans, financial information, operational information, personnel records, supplier and vendor lists, supplier and vendor contracts and projections; provided, however, that “Confidential Information” shall not include information (i) which is or becomes generally available to the public other than as a result of the breach of this

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Agreement by Stockholder or its Affiliates or (ii) is or becomes available to Stockholder or its Affiliates on a non-confidential basis from a source other than Parent, provided that Stockholder and its Affiliates did not know or have any reason to know that the source of such information was bound by a confidentiality agreement or other confidentiality obligation with respect to such information.

“Contract” means any contract, commitment, purchase order, mortgage, instrument, indenture, sales order, license, lease or other agreement or arrangement, whether written or oral, in any case, which is legally binding.

“Effective Date” has the meaning set forth in Section 2.01.

“Fund” has the meaning set forth in Section 7.01.

“Holding Vehicle” means each holding entity formed or organized by the Company Stockholders after the date hereof to effect the Restructuring.

“Joinder” has the meaning set forth in Section 6.06.

“Merger” has the meaning set forth in the Recitals.

“Merger Agreement” has the meaning set forth in the Recitals.

“Merger Sub” has the meaning set forth in the Recitals.

“Other Closing Agreements” has the meaning set forth in the Recitals.

“Other Stockholders” has the meaning set forth in the Recitals.

“Parent” has the meaning set forth in the Preamble.

“Parent Customer” has the meaning set forth in Section 6.01(c).

“Parking Facility” means any motor vehicle parking lot, parking garage or other parking facility for which parking revenue is collected, including any of the foregoing that is incorporated into any larger plot, building or other site or structure.

“Parking Related Services” means the provision, for revenue, by a business or business unit of products and/or services to, or with respect to, a Parking Facility that is leased, managed or operated by a third party (e.g., services consisting of cleaning of Parking Facilities, security for Parking Facilities or surface transportation to or from Parking Facilities, in each case where such Parking Facilities are leased, managed or operated by a third party).

“Parking Services” means owning, leasing, or managing or operating for a third party, Parking Facilities, other than, in the case of Section 6.01(a), solely as an activity ancillary to the ownership or operation of a non-parking business (e.g., a restaurant or retail business) or asset (e.g., an office building).

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“Permitted Transfer” means any Transfer made by Stockholder in accordance with Section 7.2(i) and Schedule F of the Merger Agreement to effect the Restructuring.

“Permitted Transferee” means, with respect to Stockholder, any other Company Stockholder, any immediate family member of Stockholder, any trust, partnership, corporation, limited liability company or other entity of which the beneficiaries or beneficial owners, as the case may be, are Company Stockholders or Permitted Transferees, a trust or other entity for the benefit of any Person that is qualified as a charitable organization under Section 501(c)(3) of the Code, or a family foundation established by or on behalf of one or more of the Company Stockholders for the purpose of making charitable gifts or donations to Persons that are qualified as charitable organizations under Section 501(c)(3) of the Code, in each case, which transferee executes and delivers to Parent a Joinder in accordance with Section 6.06.

“Public Sale” means any Transfer of Acquired Shares (i) in accordance with the manner of sale requirements set forth in Rule 144(f), whether pursuant to a transaction effected pursuant to Rule 144, an effective registration statement under the Securities Act or otherwise, (ii) effected pursuant to any merger, consolidation or business combination involving Parent in which Parent is not the surviving entity, or any tender offer or exchange offer for all of the outstanding shares of Parent Common Stock pursuant to which at least 50% or more of the outstanding shares of Parent Common Stock are so tendered or exchanged, or (iii) a public offering of securities pursuant to a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act; provided that, for the avoidance of doubt, a “Public Sale” shall not include any privately negotiated transaction for the transfer or purchase and sale of all or any portion of the Acquired Shares (other than in connection with the events described in clause (ii) above).

“Qualified Director” means a director who qualifies as an independent director of Parent under (i) the bylaws of Parent and any applicable corporate governance policies or guidelines of Parent then in effect and (ii) (A) the Nasdaq Marketplace Rules, as such rules may be amended or supplemented from time to time or (B) if the Parent Common Stock is listed on a securities exchange or quotation system other than the Nasdaq Global Select Market, any comparable rule or regulation of the primary securities exchange or quotation system on which the Parent Common Stock is listed or quoted, in each case as determined by the Board of Directors. Notwithstanding the foregoing, no Affiliate of Stockholder or any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with Stockholder shall be deemed a “Qualified Director”.

“Released Parties” has the meaning set forth in Section 6.04.

“Releasing Parties” has the meaning set forth in Section 6.04.

“Relevant Investment” means any equity investment in any business that owns or leases any motor vehicle parking lot, parking garage or other parking facility.

“Restructuring” means the restructuring of the Target Companies as set forth in Section 7.2(i) and Schedule F of the Merger Agreement.

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“Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“Short Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers.

“Stockholder” has the meaning set forth in the Preamble.

“Stockholders’ Agreement” means the Stockholders Agreement of the Company, as dated as of May 22, 2007 and in effect as of the date hereof (without amendment or modification hereafter), by and among the Company and the Company Stockholders, a true and complete copy of which has been delivered to Parent.

“Stockholders Meeting” has the meaning set forth in Section 4.01.

“Term” means the period beginning on the Effective Date and ending on the fourth anniversary of the Effective Date; provided, however, that, solely for purposes of Sections 6.01(a) and 6.01(c), the Term shall end on the date that is three years and six months after the Effective Date.

“Territory” means anywhere in the United States.

“Transfer” means, with respect to any security, directly or indirectly, (i) selling, assigning, transferring, hypothecating, pledging, encumbering, permitting the creation of a Lien upon or otherwise disposing of (including by merger, consolidation or otherwise by operation of law) such security or entering into any Contract with respect thereto or (ii) granting any proxy or entering into any voting agreement, voting trust, power of attorney, consent or other agreement or arrangement with respect to the voting of such security (other than pursuant to this Agreement).

“Voting Term” means the period beginning on the Effective Date and ending on the third anniversary of the Effective Date.

ARTICLE II.

EFFECTIVENESS OF AGREEMENT

Section 2.01. Effective Date. The parties have executed and delivered this Agreement on the date hereof and the provisions of this Agreement shall be effective upon the execution and delivery of this Agreement by each of the parties hereto; provided that Article IV, Article V and Sections 6.01, 6.02, 6.04 and 6.07 of this Agreement shall not be effective (and no party shall have any rights or obligations thereunder) until the occurrence of the Effective Time (the “Effective Date”). Notwithstanding anything to the contrary contained herein, (a) the covenants and agreements set forth in (i) Sections 4.01 and 4.02 shall terminate and be of no further force or effect at the end of the Voting Term, and (ii) Sections 5.01, 5.02, 6.01(a), 6.01(b) and 6.01(c) and 6.07 shall terminate and be

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of no further force or effect at the end of the Term, and (b) this Agreement shall terminate upon any termination of the Merger Agreement in accordance with the terms thereof prior to the occurrence of the Effective Time and (c) the covenants and agreements contained in Section 6.01(a) and (c) shall not be applicable or effective unless the Board Designees named by the Stockholders’ Representative prior to the Closing in accordance with Section 6.12 of the Merger Agreement include any person who is an affiliate, director, employee, professional or agent of Versa or of any affiliate of Versa.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

Section 3.01. Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to Parent as follows:

(a) Organization and Good Standing. To the extent Stockholder is not a natural person, Stockholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, with all requisite power and authority required to conduct its business as presently conducted.

(b) Authority. Stockholder has all requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder. The execution and delivery by Stockholder of this Agreement and the performance by Stockholder of its obligations hereunder have been duly authorized by all requisite action of Stockholder (to the extent that Stockholder is not a natural person) and no other action on the part of Stockholder or its securityholders is necessary to authorize the execution, delivery or performance by Stockholder of this Agreement.

(c) Valid and Binding Agreement. This Agreement has been duly executed and delivered by Stockholder and, assuming that this Agreement has been duly authorized, executed and delivered by Parent, constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and (ii) general principles of equity.

(d) Non-Contravention. The execution and delivery of this Agreement by Stockholder and the performance by Stockholder of its obligations hereunder does not and will not (i) violate any provision of the Organizational Documents of Stockholder (to the extent that Stockholder is not a natural person), (ii) conflict with or violate any Law or order of any Governmental Authority applicable to Stockholder or its assets or properties, (iii) require any Permit, authorization, consent, approval, exemption or other action by, notice to or filing with, any Person or Governmental Authority (other than filings by Stockholder with the SEC under Sections 13 and 16 of the Exchange Act), (iv) violate, conflict with, result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under any Permit or Contract to which Stockholder is a party or by which any of its properties or assets are bound, or (v) result in the creation or imposition of any Lien on any part of the properties or assets of Stockholder (including the Acquired Shares).

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(e) Ownership of the Company Securities and Acquired Shares. As of the date hereof, Stockholder is the record and beneficial owner of, and has good and valid title to, the number of shares of capital stock of the Company, and securities convertible into or exercisable or exchangeable for shares of capital stock of the Company set forth on Schedule A hereto (the “Company Securities”), free and clear of all Liens, and has full and unrestricted power to dispose of and vote all of the Company Securities without the consent or approval of, or any other action on the part of, any other Person. As of the Effective Date, Stockholder will (i) except by reason of a Permitted Transfer or a transfer to a Permitted Transferee in any such case in accordance with Section 6.06, be the record and beneficial owner of the Acquired Shares free and clear of all Liens (other than those arising under this Agreement and as set forth in the Organizational Documents of the applicable Holding Vehicle) set forth on Schedule A (as supplemented in accordance with Section 6.07), (ii) have good and valid title to the Acquired Shares, and (iii) except as set forth on Schedule A (as supplemented in accordance with Section 6.07), and except for restrictions on transfer of securities under applicable securities laws and set forth in the Organizational Documents of the applicable Holding Vehicle, will have full and unrestricted power to dispose of and vote all of the Acquired Shares without the consent or approval of, or any other action on the part of, any other Person. Other than pursuant to this Agreement or any agreement entered into to effect the Restructuring as contemplated by Section 7.2(i) and Schedule F of the Merger Agreement (which agreement shall not be inconsistent herewith), none of the Acquired Shares will be held by Stockholder subject to any proxy, voting agreement, voting trust, power of attorney, consent or other agreement, arrangement or instrument with respect to the voting of such Acquired Shares. The Company Securities and Acquired Shares set forth next to Stockholder’s name on Schedule A hereto (as supplemented in accordance with Sections 6.06 and 6.07), constitute (1) all of the Company Securities that are owned beneficially or of record by Stockholder as of the date hereof and neither Stockholder nor any of its Affiliates own, beneficially or of record, or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Company Securities and (2) all of the Acquired Shares that will be owned beneficially or of record by Stockholder as of the Effective Date.

(f) Private Placement. Stockholder has been advised that the shares of Parent Common Stock to be received by Stockholder at the Effective Time: (i) have not been, and will not at the Effective Time have been, registered under the Securities Act or any state securities laws, (ii) constitute “restricted securities” as defined in Rule 144 and (iii) therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless exemptions from such registration requirements are available. Stockholder is purchasing Parent Common Stock for its own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. Stockholder acknowledges and understands the provisions of Section 3.2(e) of the Merger Agreement.

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(g) Accredited Investor Status. Stockholder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Section 3.02. Representations and Warranties of Parent. Parent hereby represents and warrants to Stockholders as follows:

(a) Organization and Good Standing. Parent is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, with all requisite power and authority required to conduct its business as presently conducted.

(b) Authority. Parent has all requisite corporate power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder. The execution and delivery by Parent of this Agreement and the performance by Parent of its obligations hereunder have been duly authorized by all requisite corporate action of Parent and no other action on the part of Parent or its stockholders is necessary to authorize the execution, delivery or performance by Parent of this Agreement.

(c) Valid and Binding Agreement. This Agreement has been duly executed and delivered by Parent and, assuming that this Agreement has been duly authorized, executed and delivered by Stockholder, constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and (ii) general principles of equity.

(d) Non-Contravention. The execution and delivery of this Agreement by Parent and the performance by Parent of its obligations hereunder does not and will not (i) violate any provision of the Organizational Documents of Parent, (ii) conflict with or violate any Law or order of any Governmental Authority applicable to Parent or its assets or properties, (iii) require any Permit, authorization, consent, approval, exemption or other action by, notice to or filing with any Person or Governmental Authority (other than the filing of a Current Report on Form 8-K with the SEC and as contemplated by the Merger Agreement), (iv) violate, conflict with, result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under, any Permit or Contract to which Parent is a party or by which any of its properties or assets are bound or (v) result in the creation or imposition of any Lien on any part of the properties or assets of Parent.

ARTICLE IV.

VOTING AND SUPPORT

Section 4.01. Agreement to Vote. Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any other Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act) beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership

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of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 4.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), at any meeting (whether annual or special, and at each adjourned or postponed meeting) of Parent’s stockholders, however called, or in any other circumstances (including any action sought by written consent) upon which a vote or other consent or approval is sought (any such meeting or other circumstance, a “Stockholders Meeting”), Stockholder will, during the Voting Term only, (i) appear at each Stockholders Meeting or, at Stockholder’s option, otherwise cause all of its Acquired Shares to be counted as present at each Stockholders Meeting, for purposes of calculating a quorum and respond to any other request by Parent for written consent, if any, and (ii) vote, or cause to be voted (including by written consent, if applicable) in person or by proxy, all of the Acquired Shares to the fullest extent that such Acquired Shares are entitled to be voted at the time of any vote or action by written consent as follows:

(a) For the period beginning on the Closing Date and ending on (and including) the day that is the second anniversary of the Closing Date:

(i) with respect to the election of directors to the Board of Directors, “for” any and all nominees recommended by the Board of Directors to Parent’s stockholders as set forth in Parent’s definitive proxy statement with respect to such election;

(ii) with respect to all other matters submitted for a vote of Parent’s stockholders, in accordance with the recommendation of the Board of Directors with respect to such matters; and

(iii) “for” any proposal to adjourn or postpone any Stockholders Meeting at which any of the foregoing matters are submitted for the consideration of Parent’s stockholders to a later date if there are not sufficient votes for approval of such matters on the date on which the Stockholders Meeting is held to vote “for” the foregoing matters.

(b) For the period beginning on (and including) the day after the day that is the second anniversary of the Closing Date and ending at the end of the Voting Term:

(i) with respect to the election of directors to the Board of Directors, “for” any and all nominees recommended by the Board of Directors to Parent’s stockholders as set forth in Parent’s definitive proxy statement with respect to such election;

(ii) “for” any proposal to adjourn or postpone any Stockholders Meeting at which any of the matters described in Section 4.01(b)(i) above are submitted for the consideration of Parent’s stockholders to a later date if there are not sufficient votes for approval of such matters on the date on which the Stockholders Meeting is held to vote “for” the foregoing matters;

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(iii) with respect to all matters, other than those described in Section 4.01(b)(i) and (ii) above, submitted for a vote of Parent’s stockholders, in a manner that is proportionate to the manner in which all other holders of Parent Common Stock eligible to vote cast their votes (i.e., “for” such matters or “against” such matters, as applicable), and Stockholder shall grant a proxy coupled with an interest to the Chairman of the Board of Directors to vote the Acquired Shares in such manner, which proxy shall expire by its terms at the time at which Stockholder’s relevant obligation to vote expires as set forth in this Section 4.01; and

(iv) with respect to any proposal to adjourn or postpone any Stockholders Meeting at which any of the matters described in Section 4.01(b)(iii) above are submitted for the consideration of Parent’s stockholders to a later date, in a manner that is proportionate to the manner in which all others holders of Parent Common Stock eligible to vote cast their votes with respect to such proposal, and Stockholder shall grant a proxy coupled with an interest to the Chairman of the Board of Directors to vote the Acquired Shares in such manner, which proxy shall expire by its terms at the time at which Stockholder’s relevant obligation to vote expires as set forth in this Section 4.01.

Section 4.02. Other Actions. Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any Persons with which any of the foregoing form a “group” (as defined in Section 13d-3 of the Exchange Act), beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 4.02 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder will use its reasonable best efforts to take any actions with respect to the Acquired Shares as follows:

(a) For the period beginning on the Closing Date and ending on (and including) the day that is the second anniversary of the Closing Date, as recommended by the Board of Directors to all of Parent’s stockholders in any definitive proxy statement, prospectus, offer solicitation or recommendation with respect to any tender offer or exchange offer for one or more classes of securities of Parent, or any other written communication directed to one or more classes of Parent’s stockholders; and

(b) For the period beginning on (and including) the day after the day that is the second anniversary of the Closing Date and ending at the end of the Voting Term, in a manner that is proportionate to the actions taken by all other holders of Parent Common Stock eligible to take actions with respect to the matters described in this Section 4.02 (e.g., tendering or not tendering shares of Parent Common Stock).

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ARTICLE V.

MARKET ACTIVITIES BY THE SHAREHOLDERS

Section 5.01. Standstill Arrangement. Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any other Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act), beneficially or of record more than 5% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 5.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder and its Affiliates and their respective directors, officers, members, managers, partners, equityholders shall not, during the Term only, in any manner, directly or indirectly, without the prior written consent of the Qualified Directors:

(a) acquire or agree to acquire, or publicly offer or propose (with or without conditions) to acquire, directly or indirectly, by purchase or otherwise, any voting securities or any direct or indirect rights or options to acquire any voting securities of Parent or any Subsidiary thereof, or of any successor to or Person in control of Parent;

(b) make any announcement with respect to, or publicly offer to effect, seek or propose (with or without conditions), any merger, acquisition, consolidation, other business combination, restructuring, recapitalization, tender offer, exchange offer or other extraordinary transaction with or involving Parent or any of its Subsidiaries or any of its or their securities or assets; provided, however, that nothing contained herein shall limit the ability of Stockholder to file or amend its Schedule 13D regarding the Parent Common Stock as required by Law or to make other securities or tax filings as required by Law so long as Stockholder does not enter into any contract, agreement or understanding with respect to Parent’s voting securities (other than this Agreement), or otherwise take any action, in violation of its obligations under Article IV or clauses (a)-(f) of this Section 5.01;

(c) other than in connection with the designation of the Board Designees by Stockholders’ Representative pursuant to Section 6.12 of the Merger Agreement (i) initiate, propose, induce or attempt to induce any other Person to initiate any stockholder proposal, nominate any person to be elected as a member of the Board of Directors or make any attempt to call a special meeting of stockholders of Parent, (ii) submit any proposal for consideration at, or bring any other business before, any meeting of stockholders of Parent, or request that Parent include any proposals or nominees for election as members of the Board of Directors in any Parent proxy statement, (iii) engage, or in any way participate, directly or indirectly, in any “solicitation” (as such term is defined in Rule 14a-1(l) promulgated by the SEC under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors), seek to advise, encourage or influence any Person with respect to the voting of any Parent securities (except in support of proposals approved by the Board of Directors), or (iv) otherwise communicate with Parent’s stockholders or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act; provided, however, that nothing herein shall limit the ability of Stockholder to vote its

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voting securities on any matter submitted to a vote of the stockholders of Parent in accordance with the terms of Article IV;

(d) (i) form, join or in any way participate in a “group” as defined in Section 13(d)(3) of the Exchange Act with any other Person other than an Affiliate of Stockholder with respect to acquisition or voting of any voting securities of Parent, (ii) enter into any negotiation, Contract, or relationship (legal or otherwise) with any third parties, other than an Affiliate of Stockholder, in connection with any of the foregoing or with respect to the acquisition or voting of any voting securities of Parent or (iii) otherwise deposit any voting securities of Parent in any voting trust or subject any voting securities of Parent to any arrangement or agreement with respect to the voting of any voting securities of Parent, except, in the case of clauses (i), (ii) and (iii) above, as expressly set forth in this Agreement;

(e) publicly seek or publicly request permission to take any action that would violate any of the foregoing or to amend or waive any provision of this Section 5.01, or make any public announcement with respect to any of the foregoing (except as expressly permitted herein); or

(f) take, or cause others to take, any actions that would otherwise violate any provision of this Section 5.01.

Section 5.02. Other Market Activities. Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act), beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 5.02 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder shall not in any manner, directly or indirectly, nor permit its Affiliates or any Person acting on behalf of or pursuant to any understanding with Stockholder or its Affiliates, during the Term only, to engage in any Short Sales, derivatives, participations, swaps or enter into any other arrangements that transfer to another Person, in whole or in part, any of the economic consequences of ownership of the Acquired Shares without transferring record ownership of such Acquired Shares to such Person.

ARTICLE VI.

ADDITIONAL COVENANTS

Section 6.01. Restrictive Covenants. The parties hereto acknowledge and agree that Parent is relying on the covenants and agreements set forth in this section, that without such covenants Parent would not enter into the Merger Agreement or consummate the Merger or the other transactions contemplated thereby, and that the Number of Parent Shares Per Holder Stockholder is entitled to receive at the Effective Time are sufficient consideration to make the covenants and agreements set forth herein enforceable. The terms of this Section 6.01 shall be enforceable against Stockholder. For purposes of this Article VI, the term “Subsidiaries” shall include the Company and its Subsidiaries.

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(a) Non-Competition. To more effectively protect the value of the business of Parent and its Subsidiaries, and to induce Parent to consummate the Merger, Stockholder covenants and agrees that, during the Term, it will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, consult with, or participate in any business or business unit that (x) is engaged in providing Parking Services within the Territory or (y) is engaged as a principal part of such business or business unit in providing Parking Related Services within the Territory. In addition, during the Term, with respect to any Relevant Investment of Stockholder or any of its Affiliates which is, to the knowledge (assuming reasonable oversight of the business or business unit) of any member of the Parent Board that is an affiliate, director, employee, professional or agent of Stockholder or an affiliate of Stockholder, seeking to enter into a management or lease agreement with respect to a Parking Facility, Stockholder shall follow the procedures set forth in subsection (i) and (ii) below at the time of termination, extension or renewal of any such existing management agreement or lease or the initiation of a management agreement or lease thereafter.

(i) In the case of any Relevant Investment controlled by Stockholder or its Affiliates, Stockholder shall notify Parent in writing, and Parent shall have five (5) Business Days following the date of such notice to present a proposal to Stockholder whereby Parent will manage or lease the Parking Facility, which proposal Stockholder will, and will cause its Affiliates to, consider in good faith.

(ii) In the case of any Relevant Investment not controlled by Stockholder, Stockholder shall, to the extent Stockholder determines it is appropriate to do so, consistent with existing practices and communications with the Person controlling such Relevant Investment, encourage the controlling Person to discuss with Parent whether Parent is interested in managing or leasing the Parking Facility.

(b) Non-Solicitation of Employees. Stockholder hereby covenants and agrees that, during the Term, Stockholder will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, either for itself or for any other Person, hire (as an employee or in any other capacity), solicit or encourage any person employed by Parent or any of its Subsidiaries (as an employee or in any other capacity) in a senior executive or manager capacity to leave the employ of Parent or any of its Subsidiaries, or hire any such person who has left the employ of Parent or any of its Subsidiaries if such hiring occurs at any time within one year after the departure of such person from such employment; provided that nothing in this Section 6.01(b) shall prohibit Stockholder from soliciting or hiring any person who responds to a general solicitation not targeted at the employees of Parent or any of its Subsidiaries.

(c) Non-Solicitation of Customers. Stockholder hereby covenants and agrees that, during the Term, Stockholder will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, either for itself or any other Person (i) induce or attempt to induce any client or customer of Parent or

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any of its Subsidiaries or any owner, lessor, manager or operator of a Parking Facility managed or leased by Parent or any of its Subsidiaries or any Affiliate thereof (each, a “Parent Customer”), to terminate or reduce the Parking Services business it conducts with Parent or any of its Subsidiaries or any Affiliates thereof or change the terms of its relationship as to Parking Services with Parent or any of its Subsidiaries or any Affiliates thereof to terms that are less favorable to Parent or any of its Subsidiaries or any Affiliates thereof, (ii) provide Parking Services to any Parent Customer or (iii) solicit any Parent Customer at any time to provide Parking Services to such Parent Customer.

(d) Confidentiality. Stockholder hereby covenants and agrees that, during the Term, Stockholder will, and will cause its Affiliates and representatives to, maintain the confidentiality of, and refrain from using or disclosing to any Person, all Confidential Information, except to the extent disclosure is required by Law or in response to any summons or subpoena or in connection with any litigation. In the event that such party reasonably believes after consultation with counsel that it is required by Law or in response to any summons or subpoena or in connection with any litigation to disclose any Confidential Information, such party will (i) provide Parent with prompt notice before such disclosure so that Parent may attempt to obtain a protective order or other assurance that confidential treatment will be accorded to such Confidential Information and (ii) cooperate with Parent in attempting to obtain such order or assurance.

(e) Non-Disparagement. Stockholder hereby covenants and agrees that, during the Term, Stockholder will not, and will cause its Affiliates not to, directly or indirectly, make any statement or any other expressions (in writing, orally or otherwise) on television, radio, the internet or other media or to any third party, including in communications with any customers, vendors, prospects, employees, sales or leasing representatives or distributors, which are in any way disparaging of Parent or any of its Subsidiaries, or any of their respective Affiliates, or the products and services of the foregoing.

(f) Blue-Pencil. If any court of competent jurisdiction shall at any time deem the term of any particular restrictive covenant contained in this Section 6.01 too lengthy or the geographic area covered too extensive, the other provisions of this Section 6.01 shall nevertheless stand, the Term shall be deemed to be the longest period permissible by Law under the circumstances and the geographic area covered shall be deemed to comprise the largest territory permissible by Law under the circumstances. The court in each case shall reduce the Term and/or geographic area covered to permissible duration or size.

Section 6.02. Indemnification of Parent Indemnified Parties.

(a) Stockholder hereby agrees to be bound by the provisions of Article 9 of the Merger Agreement as if Stockholder were a direct party thereto. For the avoidance of doubt, the obligation of Stockholder to indemnify the Parent Indemnified Parties against, save and hold the Parent Indemnified Parties harmless from and against, and pay on behalf of or reimburse the Parent Indemnified Parties for, any Adverse Consequences pursuant to Article 9 of the Merger Agreement shall be subject to the limitations and procedures expressly set forth in Article 9 of the Merger Agreement.

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(b) Notwithstanding the foregoing, (i) in the event that both Stockholder and, if applicable, the Holding Vehicle in which such Stockholder holds voting equity interests (the “Applicable Holding Vehicle”), are parties to Closing Agreements with Parent, the Applicable Holding Vehicle shall be the indemnitor of first resort with respect to the claims that may be brought by any Parent Indemnified Parties against such Stockholder pursuant to Article 9 of the Merger Agreement, with the obligations of the Applicable Holding Vehicle being primary and any obligations of such Stockholder being full and unconditional but secondary with respect to such indemnification obligations described in the foregoing sentence, and (ii) in the event that the Applicable Holding Vehicle distributes the shares of Parent Common Stock held by it to such Stockholder or dissolves, liquidates, terminates its existence or otherwise ceases to exist, such Stockholder shall be obligated to indemnify the Parent Indemnified Parties as to any claim for indemnification under Article 9 of the Merger Agreement in accordance with its Pro Rata Share.

(c) The Miscellaneous provisions contained in Article 10 of the Merger Agreement (including Sections 10.9, 10.11, 10.12 and 10.18) shall be binding upon Stockholder with respect to the interpretation, enforceability, performance, termination or validity of Article 9 and any claims for indemnification made thereunder.

Section 6.03. Matters Relating to Stockholders’ Representative.

(a) Appointment. Stockholder hereby irrevocably constitutes and appoints Stockholders’ Representative as the true, exclusive and lawful agent and attorney-in-fact of Stockholder to act in the name, place and stead of Stockholder in connection with the transactions contemplated by the Merger Agreement, the Registration Rights Agreement and this Agreement, in accordance with the terms and provisions of the Merger Agreement and this Agreement, and to act on behalf of Stockholder in any Proceeding involving this Agreement or the Merger Agreement (including any claim for indemnification under Article 9 of the Merger Agreement), to do or refrain from doing all such further acts and things, and to execute all such documents as Stockholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement and the Merger Agreement, including the power:

(i) to act for Stockholder with regard to matters pertaining to indemnification referred to in the Merger Agreement, including the power to compromise or settle any indemnity claim on behalf of Stockholder and to transact matters of litigation or other Proceedings;

(ii) to act for Stockholder with respect to tax matters in accordance with Section 6.10 of the Merger Agreement;

(iii) to act for Stockholder with respect to the designation of Board Designees in accordance with Section 6.12 of the Merger Agreement;

(iv) to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that Stockholders’ Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement; and

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(v) to do or refrain from doing any further act or deed on behalf of Stockholders that the Stockholders’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of the Merger Agreement as fully and completely as Stockholder could do if personally present;

provided, however, that the Stockholders’ Representative shall not have the right or power to amend, or execute any amendment to, this Agreement or the Registration Rights Agreement on behalf of Stockholder.

(b) Removal. The Stockholders’ Representative may be removed or replaced only upon delivery of written notice to Merger Sub by Stockholders holding at least a majority of outstanding shares of capital stock of the Company as of immediately prior to the Effective Time. Parent, Merger Sub, the Surviving Corporation and any other Person may conclusively and absolutely rely, without inquiry, upon any action of Stockholders’ Representative in all matters referred to herein.

(c) The Stockholders’ Representative will incur no liability to Stockholder with respect to any action taken or suffered by any party in reliance upon any notice, direction, instruction, consent, statement or other document believed by the Stockholders’ Representative to be genuine and to have been signed by the proper Person (and the Stockholders’ Representative shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own gross negligence, bad faith or willful misconduct.

(d) Stockholder shall severally, pro rata (based on and limited by its relative ownership, as of immediately prior to the consummation of the Restructuring or, if the Restructuring does not occur prior to the occurrence of the Effective Time, as of immediately prior to the Effective Time, of shares of Parent Common Stock issued in the Merger (and any securities convertible into or exercisable or exchangeable for such shares of Parent Common Stock)), and not jointly with each other Stockholder, indemnify and hold harmless the Stockholders’ Representative against any loss, liability or expense incurred by the Stockholders’ Representative (without gross negligence, bad faith or willful misconduct on the part of the Stockholders’ Representative) arising out of or in connection with the acceptance or administration of the Stockholders’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel (or other advisor) retained by the Stockholders’ Representative.

Section 6.04. Release. Stockholder, on behalf of itself and its Affiliates, heirs, beneficiaries, family members (whether by blood, adoption or marriage), successors and assigns (collectively, the “Releasing Parties”), hereby forever and unconditionally waives and releases Parent and its current and former Affiliates, officers, directors and agents (collectively, the “Released Parties”), to the fullest extent permitted by Law, from all actions, causes of action, suits, debts, costs, penalties, dues, sums of money, accounts, reckonings, bonds, bills, liabilities, covenants, contracts, controversies, variances, trespasses, damages, judgments, demands, grievances or any other claims of any kind or nature, known or unknown, existing or claimed to exist, fixed or contingent, both at law and in equity (“Causes of Action”), that such Releasing Party now has, has ever had or may hereafter have against the Released Parties arising contemporaneously with or prior to the Effective Date or on account of or arising out of any matter, cause or event occurring

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contemporaneously with or prior to the Closing Date in connection with, or to the extent relating to, the Company and/or any of its Subsidiaries or Affiliates; provided, however, that nothing contained herein will release any Released Party from any Causes of Action arising under this Agreement, the Merger Agreement or the Transaction Documents or any rights to indemnification or to advancement or reimbursement of expenses to which the current and former directors and officers of the Company or any of its Subsidiaries may be entitled to pursuant to the Merger Agreement, any applicable Contract in effect on the date hereof, applicable Law or arising under the Organizational Documents of the Company or any of its Subsidiaries if, and to the extent, any such rights to indemnification or to advancement or reimbursement of expenses arise out of, or otherwise relate to, actions or claims brought or asserted against such persons after the date of this Agreement.

Section 6.05. Waiver of Dissenters’ Rights. Stockholder hereby waives any rights of dissent or other similar rights that Stockholder may have as a result of, or otherwise in connection with, the Merger or any of the other transactions contemplated by the Merger Agreement.

Section 6.06. Restrictions on Transfer of Company Securities. From and after the date of this Agreement until the Effective Date, Stockholder shall not, directly or indirectly, (a) Transfer or offer to Transfer any Company Securities, (b) tender any Company Securities in connection with any tender or exchange offer or otherwise or (c) otherwise restrict the ability of Stockholder to freely exercise all voting rights with respect to the Company Securities. Any action attempted to be taken in violation of the preceding sentence will be null and void. Nothing in this Section 6.06 shall limit or preclude Stockholder’s right to Transfer any Company Securities (x) to any Permitted Transferee solely for estate planning or charitable purposes or (y) as contemplated by Section 7.2(i) and Schedule F to the Merger Agreement to effect the Restructuring; provided that, (i) Stockholder provides at least three Business Days advance written notice to Parent of such proposed Transfer (including providing such other information and documentation related to the proposed Permitted Transferee as Parent may reasonably request), (ii) such Permitted Transferee agrees in a written agreement with Parent (in form and substance satisfactory to Parent, in its reasonable discretion) to hold such Company Securities pursuant to, and to be bound by, the terms and conditions of this Agreement as “Stockholder” hereunder, and to make each of the representations and warranties hereunder in respect of the Company Securities transferred as Stockholder has made hereunder (a “Joinder”), (iii) the Joinder shall be valid and binding in all respects on the Permitted Transferee, and (iv) Stockholder will deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Company Securities; provided, further, that, in the event that any proposed Permitted Transferee does not comply with the obligations imposed hereunder with respect to any Company Securities purported to be transferred to such Person, such transfer shall be deemed null and void ab initio. Notwithstanding the foregoing in this Section 6.06, it is expressly acknowledged and agreed that no Holding Vehicle shall be required to be bound by the restrictive covenants in Section 6.01(a), (b) or (c).

Section 6.07. Restrictions on Transfer of Acquired Shares. Except as set forth in Article V of this Agreement and under applicable securities Laws, the Transfer of any of the Acquired Shares by any Stockholder shall not be subject to any restrictions; provided, however, Stockholder agrees that, except in the event of a Transfer of any Acquired Shares by Stockholder

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pursuant to a Public Sale, it shall be a condition precedent to any Transfer or series of related Transfers of Acquired Shares (a) representing 5% or more of the issued and outstanding Parent Common Stock to any Person, (b) following which, the transferee, together with its Affiliates and any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with such transferee, would own beneficially or of record 5% or more of the issued and outstanding shares of Parent Common Stock or (c) to any Affiliate of Stockholder or any of the Other Stockholders or any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with Stockholder or any Other Stockholder or their respective Affiliates, in each case, (i) for such transferee to execute and deliver to Parent a Joinder (with respect to Article IV, Article V and this Section 6.07 only) with respect to such Acquired Shares, (ii) for such Joinder to be valid and binding in all respects on such transferee and (iii) for Stockholder to deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Acquired Shares. Any purported sale or transfer by any Stockholder or its Affiliates without compliance with the obligation in the preceding sentence shall be null and void ab initio.

ARTICLE VII.

CERTAIN INDEMNIFICATION OBLIGATIONS

Section 7.01. Indemnification Obligations. With respect to any obligation of Parent or any of its Subsidiaries (each, a “Parent Company” and collectively, the “Parent Companies”) to indemnify, defend and/or hold harmless, or advance expenses to, any of the Board Designees for any Adverse Consequences arising out of or with respect to current, future or prior service on the Board of Directors (each, an “Indemnitee”), Parent hereby acknowledges and agrees that (a) such Parent Company is the indemnitor of first resort; (b) the obligations of such Parent Company to each Indemnitee are primary, and any obligations of Stockholder, any Affiliate of Stockholder or any Fund to provide advancement of expenses or indemnification for any Adverse Consequences incurred by an Indemnitee and for which any Parent Company has agreed (or is otherwise obligated) to indemnify Indemnitee (whether under any Organizational Document or any other agreement or document) are secondary, and (c) if Stockholder, or any Affiliate of Stockholder, Fund or other Indemnitee, is obligated to pay, or pays, or causes to be paid for any reason, any expense or Adverse Consequences which any Parent Company is otherwise obligated (whether under any Organizational Document or any other agreement or document) to pay to or on behalf of Indemnitee, then (x) Stockholder, Affiliate of Stockholder, Fund or other Indemnitee, as the case may be, shall be fully subrogated to and otherwise succeed to all rights of Indemnitee with respect to such payment, including with respect to rights to claim such amounts from such Parent Company; and (y) as applicable, Parent shall, or shall cause such other Parent Company to be obligated to, reimburse, indemnify and hold harmless (or cause one or more other Parent Companies to reimburse, indemnify and hold harmless) Stockholder, Affiliate of Stockholder, Fund or other Indemnitee, as the case may be, for all such payments actually made by such entity or person on behalf of or for the benefit of Indemnitee. For purposes of this Agreement, “Fund” shall mean any investment fund formed or managed by Versa Capital Management, LLC or any of its Affiliates or for which Versa Capital Management, LLC or any of its Affiliates serves as an investment adviser including Stockholder and its parallel funds and alternative vehicles, and any other partnership, limited liability company or other legal entity that is an Affiliate of any of the foregoing which directly or indirectly owns equity securities of Parent or any other Parent Company.

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Section 7.02. Specific Waiver of Subrogation, Contribution, etc. Parent hereby unconditionally and irrevocably waives, relinquishes and releases, on behalf of itself and each other Parent Company, and covenants and agrees not to exercise, and to cause each Affiliate of any Parent Company not to exercise, any claims or rights that any Parent Company may now have or hereafter acquire against any Indemnitee (in any capacity) that arise from or relate to the existence, payment, performance or enforcement of any of the Parent Companies’ obligations under this Article VII or under any indemnification obligation or obligation to advance expenses to Indemnitee (whether under any Organizational Document or any other agreement or document), including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Indemnitee against any other Indemnitee, whether such claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right.

ARTICLE VIII.

GENERAL

Section 8.01. Notices. Any notice to be given by any party to this Agreement shall be given in writing and may be effected by facsimile, personal delivery, overnight courier, e-mail or sent by certified, United States Mail, postage prepaid, addressed to (a) Parent at the address, e-mail or facsimile number set forth in the Merger Agreement, including to the persons designated therein to receive copies and (b) any Holder at the address, e-mail or facsimile number set forth on the signature page hereto. The date of service for any notice sent in compliance with the requirements of this Section 8.01 shall be (i) the date such notice is personally delivered, (ii) three days after the date of mailing if sent by certified or registered mail, (iii) one day after date of delivery to the overnight courier if sent by overnight courier or (iv) the next succeeding Business Day after transmission by e-mail or facsimile.

Section 8.02. No Third Party Beneficiaries. Except (a) as set forth in Section 6.04 of this Agreement and Article 9 of the Merger Agreement (which Stockholder has agreed to be bound by under Section 6.02 of this Agreement), (b) as to Section 6.03 of this Agreement with respect to the Stockholders’ Representative (who is intended to be an express third party beneficiary of Section 6.03), and (c) as to Article VII of this Agreement, with respect to any Fund, Affiliate of Stockholder or Indemnitee (who are intended to be express third party beneficiaries of Article VII), nothing in this Agreement, express or implied, is intended to or shall confer upon the Person (other than the parties to this Agreement) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 8.03. Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another state otherwise to govern this Agreement.

Section 8.04. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect.

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Section 8.05. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Stockholder may not assign this Agreement or any of its rights or obligations hereunder except as expressly provided for herein. Parent may not assign its rights or obligations under this Agreement except with the prior written consent of Stockholder, which consent may be given or withheld in such party’s sole discretion; provided, however, that Parent may (i) assign its rights and remedies hereunder as collateral to any bank or other financial institution that has loaned funds or otherwise extended credit to it or any of its affiliates or (ii) assign its rights under this Agreement to a related or Affiliated entity; provided that, in each case, no such assignment shall relieve the assignor of its liabilities and obligations hereunder.

Section 8.06. Interpretation. Interpretation of this Agreement shall be governed by the following rules of construction: (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires, (ii) references to the terms article, section and schedule are references to the articles, sections and schedules to this Agreement unless otherwise specified, (iii) the word “including” and words of similar import shall mean “including without limitation,” (iv) the word “or” shall not be exclusive, (v) the headings are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, (vi) a reference to any Person includes such Person’s successors and permitted assigns, (vii) any reference to “days” means calendar days unless Business Days are expressly specified and (viii) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 8.07. Amendments; Waivers. This Agreement may not be amended without the express written agreement signed by all of the parties to this Agreement. No provision of this Agreement may be waived without the express written agreement signed by the party making such waiver. The failure of any party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights.

Section 8.08. Fees and Expenses. All matters relating to the responsibility of each of Stockholder and Parent for fees and expenses (including the fees and expenses of financial consultants, investment bankers, accountants and legal counsel) in connection with the entry into of this Agreement and the consummation of the actions contemplated hereby shall be governed by Section 10.18 of the Merger Agreement, and Stockholder hereby acknowledges and agrees to be bound by Section 10.18 of the Merger Agreement.

Section 8.09. Entire Agreement. This Agreement (together with the Merger Agreement) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.

Section 8.10. Remedies Cumulative. Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at law or in equity. The exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.

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Section 8.11. Counterparts; Effectiveness. This Agreement and any amendment hereto may be executed and delivered in two or more identical counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Except as set forth in Section 2.01, this Agreement shall become effective and binding upon any Stockholder when executed by Stockholder and Parent. In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. No party hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

Section 8.12. Specific Performance. The parties to this Agreement agree that irreparable damage would occur and that the parties to this Agreement would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case without the necessity of posting bond or other security or showing actual damages, and this being in addition to any other remedy to which they are entitled at law or in equity.

Section 8.13. Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that all claims, controversies and disputes of any kind or nature relating in any way to the enforcement or interpretation of this Agreement or to the parties’ dealings, rights or obligations in connection herewith, shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any federal court of the United States located in the State of Delaware, or, if neither the Court of Chancery of the State of Delaware nor any such federal court has jurisdiction, any other state court located in the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the actions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 8.13, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (a) the suit, action or proceeding in such court is brought in an inconvenient forum, (b) the venue of such suit, action or proceeding is

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improper or (c) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.01 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Notwithstanding the foregoing in this Section 8.13, a party may commence any action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Section 8.14. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, CONTROVERSY OR OTHER LEGAL ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.14.

[Remainder of Page Intentionally Left Blank.

Signature Pages Follow.]

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IN WITNESS WHEREOF, each party hereto has caused this Closing Agreement to be duly executed as of the date first written above.

COMPANY:
STANDARD PARKING CORPORATION
By:	/s/ James A. Wilhelm
Name:	James A. Wilhelm
Title:	President and Chief Executive Officer

Signature Page to Closing Agreement

STOCKHOLDER:
VERSA CAPITAL FUND I, L.P. (f/k/a Chrysalis Capital Partners, L.P.)
By:	Versa FGP-I, L.P., its general partner
By:	Versa UGP-I, LLC, its general partner
By:	/s/ Paul Halpern
	Name: Paul Halpern
	Title: Authorized Signatory

Signature Page to Closing Agreement

SCHEDULE A

OWNERSHIP

Name of Stockholder	Company Securities
Versa Capital Fund I, L.P. (f/k/a Chrysalis Capital Partners, L.P.)	32,104,556 shares of Company Common Stock

Execution Version

CLOSING AGREEMENT

This CLOSING AGREEMENT (this “Agreement”) dated as of February 28, 2012, is by and between Standard Parking Corporation, a Delaware corporation (“Parent”), and the Person executing this Agreement as a “Stockholder” on the signature page hereto (together with any Permitted Transferee to whom such Person Transfers any Company Securities and any transferee of any Acquired Shares, in each case that is required to execute and deliver a Joinder as a condition precedent to such Transfer in accordance with Section 6.06, “Stockholder”).

RECITALS:

WHEREAS, pursuant to the Agreement and Plan of Merger (as amended from time to time in accordance with its terms, the “Merger Agreement”), dated as of the date hereof, by and among Parent, KCPC Holdings, Inc., a Delaware corporation (the “Company”), Hermitage Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Kohlberg CPC Rep, L.L.C., in its capacity as Stockholders’ Representative thereunder, among other things, at the Effective Time, Merger Sub will be merged with and into the Company, with the Company surviving the Merger on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”);

WHEREAS, Stockholder owns the number and type of Company Securities (as defined herein) set forth on Schedule A hereto;

WHEREAS, at the Effective Time, Stockholder will be entitled to receive a number of shares of Parent Common Stock equal to the Number of Parent Shares Per Holder for Stockholder (together with (i) any other shares of Parent Common Stock acquired by Stockholder after the date hereof, (ii) any securities convertible into or exercisable or exchangeable for shares of Parent Common Stock held by Stockholder, or (iii) any shares of Parent Common Stock issuable to Stockholder upon conversion, exercise or exchange of the securities described in clause (ii), the “Acquired Shares”);

WHEREAS, Stockholder hereby acknowledges and agrees that it will derive substantial benefit from the consummation of the Merger, and, accordingly, Parent and Stockholder desire to establish in this Agreement certain terms and conditions concerning the corporate governance of Parent and the Acquired Shares and related provisions concerning the relationship of Stockholder with Parent;

WHEREAS, simultaneously with the execution and delivery of this Agreement, Parent has entered into closing agreements in form and substance similar to this Agreement with certain other holders of Company Securities (the “Other Stockholders”) in connection with the Merger Agreement and the Merger (the “Other Closing Agreements”); and

WHEREAS, as a condition and inducement to Parent and Merger Sub entering into and incurring their respective obligations under the Merger Agreement, Parent and Merger Sub require that Stockholder enter into this Agreement and the Other Stockholders enter into the Other Closing Agreements.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.01. Definitions. Capitalized terms used in this Agreement and not defined herein have the meanings ascribed to such terms in the Merger Agreement. In addition, the following terms shall have the corresponding meanings for purposes of this Agreement:

“Acquired Shares” has the meaning set forth in the Recitals.

“Agreement” has the meaning set forth in the Preamble.

“beneficial ownership” means, with respect to any securities, having any “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act) or otherwise having any right to exercise voting rights with respect to such securities, and “beneficial owner” means any Person having beneficial ownership of any securities.

“Board of Directors” means the board of directors of Parent.

“Causes of Action” has the meaning set forth in Section 6.04.

“Company” has the meaning set forth in the Recitals.

“Company Common Stock” means common stock, par value $0.01 per share, of the Company.

“Company Preferred Stock” means preferred stock, par value $0.01 per share, of the Company.

“Company Securities” has the meaning set forth in Section 3.01(e).

“Company Stockholder” means any Person that is a holder of Company Common Stock or Company Preferred Stock as of the date of this Agreement or at any time hereafter and prior to the Effective Time (including any Person that is a holder of Company Options that will exercise this, her or its Company Options prior to the Effective Time and, upon the consummation of the Restructuring, each Holding Vehicle), and such Person’s successors and assigns.

“Confidential Information” means all information regarding Parent and its Subsidiaries (including, as of the Effective Time, the Company and its Subsidiaries), including any business plans, financial information, operational information, personnel records, supplier and vendor lists, supplier and vendor contracts and projections; provided, however, that “Confidential Information” shall not include information (i) which is or becomes generally available to the public other than as a result of the breach of this

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Agreement by Stockholder or its Affiliates or (ii) is or becomes available to Stockholder or its Affiliates on a non-confidential basis from a source other than Parent, provided that Stockholder and its Affiliates did not know or have any reason to know that the source of such information was bound by a confidentiality agreement or other confidentiality obligation with respect to such information.

“Contract” means any contract, commitment, purchase order, mortgage, instrument, indenture, sales order, license, lease or other agreement or arrangement, whether written or oral, in any case, which is legally binding.

“Effective Date” has the meaning set forth in Section 2.01.

“Fund” has the meaning set forth in Section 7.01.

“Holding Vehicle” means each holding entity formed or organized by the Company Stockholders after the date hereof to effect the Restructuring.

“Joinder” has the meaning set forth in Section 6.06.

“Merger” has the meaning set forth in the Recitals.

“Merger Agreement” has the meaning set forth in the Recitals.

“Merger Sub” has the meaning set forth in the Recitals.

“Other Closing Agreements” has the meaning set forth in the Recitals.

“Other Stockholders” has the meaning set forth in the Recitals.

“Parent” has the meaning set forth in the Preamble.

“Parent Customer” has the meaning set forth in Section 6.01(c).

“Parking Facility” means any motor vehicle parking lot, parking garage or other parking facility for which parking revenue is collected, including any of the foregoing that is incorporated into any larger plot, building or other site or structure.

“Parking Related Services” means the provision, for revenue, by a business or business unit of products and/or services to, or with respect to, a Parking Facility that is leased, managed or operated by a third party (e.g., services consisting of cleaning of Parking Facilities, security for Parking Facilities or surface transportation to or from Parking Facilities, in each case where such Parking Facilities are leased, managed or operated by a third party).

“Parking Services” means owning, leasing, or managing or operating for a third party, Parking Facilities, other than, in the case of Section 6.01(a), solely as an activity ancillary to the ownership or operation of a non-parking business (e.g., a restaurant or retail business) or asset (e.g., an office building).

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“Permitted Transfer” means any Transfer made by Stockholder in accordance with Section 7.2(i) and Schedule F of the Merger Agreement to effect the Restructuring.

“Permitted Transferee” means, with respect to Stockholder, any other Company Stockholder, any immediate family member of Stockholder, any trust, partnership, corporation, limited liability company or other entity of which the beneficiaries or beneficial owners, as the case may be, are Company Stockholders or Permitted Transferees, a trust or other entity for the benefit of any Person that is qualified as a charitable organization under Section 501(c)(3) of the Code, or a family foundation established by or on behalf of one or more of the Company Stockholders for the purpose of making charitable gifts or donations to Persons that are qualified as charitable organizations under Section 501(c)(3) of the Code, in each case, which transferee executes and delivers to Parent a Joinder in accordance with Section 6.06.

“Public Sale” means any Transfer of Acquired Shares (i) in accordance with the manner of sale requirements set forth in Rule 144(f), whether pursuant to a transaction effected pursuant to Rule 144, an effective registration statement under the Securities Act or otherwise, (ii) effected pursuant to any merger, consolidation or business combination involving Parent in which Parent is not the surviving entity, or any tender offer or exchange offer for all of the outstanding shares of Parent Common Stock pursuant to which at least 50% or more of the outstanding shares of Parent Common Stock are so tendered or exchanged, or (iii) a public offering of securities pursuant to a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act; provided that, for the avoidance of doubt, a “Public Sale” shall not include any privately negotiated transaction for the transfer or purchase and sale of all or any portion of the Acquired Shares (other than in connection with the events described in clause (ii) above).

“Qualified Director” means a director who qualifies as an independent director of Parent under (i) the bylaws of Parent and any applicable corporate governance policies or guidelines of Parent then in effect and (ii) (A) the Nasdaq Marketplace Rules, as such rules may be amended or supplemented from time to time or (B) if the Parent Common Stock is listed on a securities exchange or quotation system other than the Nasdaq Global Select Market, any comparable rule or regulation of the primary securities exchange or quotation system on which the Parent Common Stock is listed or quoted, in each case as determined by the Board of Directors. Notwithstanding the foregoing, no Affiliate of Stockholder or any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with Stockholder shall be deemed a “Qualified Director”.

“Released Parties” has the meaning set forth in Section 6.04.

“Releasing Parties” has the meaning set forth in Section 6.04.

“Relevant Investment” means any equity investment in any business that owns or leases any motor vehicle parking lot, parking garage or other parking facility.

“Restructuring” means the restructuring of the Target Companies as set forth in Section 7.2(i) and Schedule F of the Merger Agreement.

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“Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“Short Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers.

“Stockholder” has the meaning set forth in the Preamble.

“Stockholders’ Agreement” means the Stockholders Agreement of the Company, as dated as of May 22, 2007 and in effect as of the date hereof (without amendment or modification hereafter), by and among the Company and the Company Stockholders, a true and complete copy of which has been delivered to Parent.

“Stockholders Meeting” has the meaning set forth in Section 4.01.

“Term” means the period beginning on the Effective Date and ending on the fourth anniversary of the Effective Date; provided, however, that, solely for purposes of Sections 6.01(a) and 6.01(c), the Term shall end on the date that is three years and six months after the Effective Date.

“Territory” means anywhere in the United States.

“Transfer” means, with respect to any security, directly or indirectly, (i) selling, assigning, transferring, hypothecating, pledging, encumbering, permitting the creation of a Lien upon or otherwise disposing of (including by merger, consolidation or otherwise by operation of law) such security or entering into any Contract with respect thereto or (ii) granting any proxy or entering into any voting agreement, voting trust, power of attorney, consent or other agreement or arrangement with respect to the voting of such security (other than pursuant to this Agreement).

“Voting Term” means the period beginning on the Effective Date and ending on the third anniversary of the Effective Date.

ARTICLE II.

EFFECTIVENESS OF AGREEMENT

Section 2.01. Effective Date. The parties have executed and delivered this Agreement on the date hereof and the provisions of this Agreement shall be effective upon the execution and delivery of this Agreement by each of the parties hereto; provided that Article IV, Article V and Sections 6.01, 6.02, 6.04 and 6.07 of this Agreement shall not be effective (and no party shall have any rights or obligations thereunder) until the occurrence of the Effective Time (the “Effective Date”). Notwithstanding anything to the contrary contained herein, (a) the covenants and agreements set forth in (i) Sections 4.01 and 4.02 shall terminate and be of no further force or effect at the end of the Voting Term, and (ii) Sections 5.01, 5.02, 6.01(a), 6.01(b) and 6.01(c) and 6.07 shall terminate and be

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of no further force or effect at the end of the Term, and (b) this Agreement shall terminate upon any termination of the Merger Agreement in accordance with the terms thereof prior to the occurrence of the Effective Time and (c) the covenants and agreements contained in Section 6.01(a) and (c) shall not be applicable or effective unless the Board Designees named by the Stockholders’ Representative prior to the Closing in accordance with Section 6.12 of the Merger Agreement include any person who is an affiliate, director, employee, professional or agent of Versa or of any affiliate of Versa.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

Section 3.01. Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to Parent as follows:

(a) Organization and Good Standing. To the extent Stockholder is not a natural person, Stockholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, with all requisite power and authority required to conduct its business as presently conducted.

(b) Authority. Stockholder has all requisite power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder. The execution and delivery by Stockholder of this Agreement and the performance by Stockholder of its obligations hereunder have been duly authorized by all requisite action of Stockholder (to the extent that Stockholder is not a natural person) and no other action on the part of Stockholder or its securityholders is necessary to authorize the execution, delivery or performance by Stockholder of this Agreement.

(c) Valid and Binding Agreement. This Agreement has been duly executed and delivered by Stockholder and, assuming that this Agreement has been duly authorized, executed and delivered by Parent, constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and (ii) general principles of equity.

(d) Non-Contravention. The execution and delivery of this Agreement by Stockholder and the performance by Stockholder of its obligations hereunder does not and will not (i) violate any provision of the Organizational Documents of Stockholder (to the extent that Stockholder is not a natural person), (ii) conflict with or violate any Law or order of any Governmental Authority applicable to Stockholder or its assets or properties, (iii) require any Permit, authorization, consent, approval, exemption or other action by, notice to or filing with, any Person or Governmental Authority (other than filings by Stockholder with the SEC under Sections 13 and 16 of the Exchange Act), (iv) violate, conflict with, result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under any Permit or Contract to which Stockholder is a party or by which any of its properties or assets are bound, or (v) result in the creation or imposition of any Lien on any part of the properties or assets of Stockholder (including the Acquired Shares).

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(e) Ownership of the Company Securities and Acquired Shares. As of the date hereof, Stockholder is the record and beneficial owner of, and has good and valid title to, the number of shares of capital stock of the Company, and securities convertible into or exercisable or exchangeable for shares of capital stock of the Company set forth on Schedule A hereto (the “Company Securities”), free and clear of all Liens, and has full and unrestricted power to dispose of and vote all of the Company Securities without the consent or approval of, or any other action on the part of, any other Person. As of the Effective Date, Stockholder will (i) except by reason of a Permitted Transfer or a transfer to a Permitted Transferee in any such case in accordance with Section 6.06, be the record and beneficial owner of the Acquired Shares free and clear of all Liens (other than those arising under this Agreement and as set forth in the Organizational Documents of the applicable Holding Vehicle) set forth on Schedule A (as supplemented in accordance with Section 6.07), (ii) have good and valid title to the Acquired Shares, and (iii) except as set forth on Schedule A (as supplemented in accordance with Section 6.07), and except for restrictions on transfer of securities under applicable securities laws and set forth in the Organizational Documents of the applicable Holding Vehicle, will have full and unrestricted power to dispose of and vote all of the Acquired Shares without the consent or approval of, or any other action on the part of, any other Person. Other than pursuant to this Agreement or any agreement entered into to effect the Restructuring as contemplated by Section 7.2(i) and Schedule F of the Merger Agreement (which agreement shall not be inconsistent herewith), none of the Acquired Shares will be held by Stockholder subject to any proxy, voting agreement, voting trust, power of attorney, consent or other agreement, arrangement or instrument with respect to the voting of such Acquired Shares. The Company Securities and Acquired Shares set forth next to Stockholder’s name on Schedule A hereto (as supplemented in accordance with Sections 6.06 and 6.07), constitute (1) all of the Company Securities that are owned beneficially or of record by Stockholder as of the date hereof and neither Stockholder nor any of its Affiliates own, beneficially or of record, or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Company Securities and (2) all of the Acquired Shares that will be owned beneficially or of record by Stockholder as of the Effective Date.

(f) Private Placement. Stockholder has been advised that the shares of Parent Common Stock to be received by Stockholder at the Effective Time: (i) have not been, and will not at the Effective Time have been, registered under the Securities Act or any state securities laws, (ii) constitute “restricted securities” as defined in Rule 144 and (iii) therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless exemptions from such registration requirements are available. Stockholder is purchasing Parent Common Stock for its own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. Stockholder acknowledges and understands the provisions of Section 3.2(e) of the Merger Agreement.

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(g) Accredited Investor Status. Stockholder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Section 3.02. Representations and Warranties of Parent. Parent hereby represents and warrants to Stockholders as follows:

(a) Organization and Good Standing. Parent is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, with all requisite power and authority required to conduct its business as presently conducted.

(b) Authority. Parent has all requisite corporate power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder. The execution and delivery by Parent of this Agreement and the performance by Parent of its obligations hereunder have been duly authorized by all requisite corporate action of Parent and no other action on the part of Parent or its stockholders is necessary to authorize the execution, delivery or performance by Parent of this Agreement.

(c) Valid and Binding Agreement. This Agreement has been duly executed and delivered by Parent and, assuming that this Agreement has been duly authorized, executed and delivered by Stockholder, constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws from time to time in effect affecting generally the enforcement of creditors’ rights and (ii) general principles of equity.

(d) Non-Contravention. The execution and delivery of this Agreement by Parent and the performance by Parent of its obligations hereunder does not and will not (i) violate any provision of the Organizational Documents of Parent, (ii) conflict with or violate any Law or order of any Governmental Authority applicable to Parent or its assets or properties, (iii) require any Permit, authorization, consent, approval, exemption or other action by, notice to or filing with any Person or Governmental Authority (other than the filing of a Current Report on Form 8-K with the SEC and as contemplated by the Merger Agreement), (iv) violate, conflict with, result in a material breach of, or constitute (with or without notice or lapse of time or both) a material default under, or an event which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination under, or in any manner release any party thereto from any obligation under, any Permit or Contract to which Parent is a party or by which any of its properties or assets are bound or (v) result in the creation or imposition of any Lien on any part of the properties or assets of Parent.

ARTICLE IV.

VOTING AND SUPPORT

Section 4.01. Agreement to Vote. Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any other Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act) beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership

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of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 4.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), at any meeting (whether annual or special, and at each adjourned or postponed meeting) of Parent’s stockholders, however called, or in any other circumstances (including any action sought by written consent) upon which a vote or other consent or approval is sought (any such meeting or other circumstance, a “Stockholders Meeting”), Stockholder will, during the Voting Term only, (i) appear at each Stockholders Meeting or, at Stockholder’s option, otherwise cause all of its Acquired Shares to be counted as present at each Stockholders Meeting, for purposes of calculating a quorum and respond to any other request by Parent for written consent, if any, and (ii) vote, or cause to be voted (including by written consent, if applicable) in person or by proxy, all of the Acquired Shares to the fullest extent that such Acquired Shares are entitled to be voted at the time of any vote or action by written consent as follows:

(a) For the period beginning on the Closing Date and ending on (and including) the day that is the second anniversary of the Closing Date:

(i) with respect to the election of directors to the Board of Directors, “for” any and all nominees recommended by the Board of Directors to Parent’s stockholders as set forth in Parent’s definitive proxy statement with respect to such election;

(ii) with respect to all other matters submitted for a vote of Parent’s stockholders, in accordance with the recommendation of the Board of Directors with respect to such matters; and

(iii) “for” any proposal to adjourn or postpone any Stockholders Meeting at which any of the foregoing matters are submitted for the consideration of Parent’s stockholders to a later date if there are not sufficient votes for approval of such matters on the date on which the Stockholders Meeting is held to vote “for” the foregoing matters.

(b) For the period beginning on (and including) the day after the day that is the second anniversary of the Closing Date and ending at the end of the Voting Term:

(i) with respect to the election of directors to the Board of Directors, “for” any and all nominees recommended by the Board of Directors to Parent’s stockholders as set forth in Parent’s definitive proxy statement with respect to such election;

(ii) “for” any proposal to adjourn or postpone any Stockholders Meeting at which any of the matters described in Section 4.01(b)(i) above are submitted for the consideration of Parent’s stockholders to a later date if there are not sufficient votes for approval of such matters on the date on which the Stockholders Meeting is held to vote “for” the foregoing matters;

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(iii) with respect to all matters, other than those described in Section 4.01(b)(i) and (ii) above, submitted for a vote of Parent’s stockholders, in a manner that is proportionate to the manner in which all other holders of Parent Common Stock eligible to vote cast their votes (i.e., “for” such matters or “against” such matters, as applicable), and Stockholder shall grant a proxy coupled with an interest to the Chairman of the Board of Directors to vote the Acquired Shares in such manner, which proxy shall expire by its terms at the time at which Stockholder’s relevant obligation to vote expires as set forth in this Section 4.01; and

(iv) with respect to any proposal to adjourn or postpone any Stockholders Meeting at which any of the matters described in Section 4.01(b)(iii) above are submitted for the consideration of Parent’s stockholders to a later date, in a manner that is proportionate to the manner in which all others holders of Parent Common Stock eligible to vote cast their votes with respect to such proposal, and Stockholder shall grant a proxy coupled with an interest to the Chairman of the Board of Directors to vote the Acquired Shares in such manner, which proxy shall expire by its terms at the time at which Stockholder’s relevant obligation to vote expires as set forth in this Section 4.01.

Section 4.02. Other Actions. Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any Persons with which any of the foregoing form a “group” (as defined in Section 13d-3 of the Exchange Act), beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 4.02 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder will use its reasonable best efforts to take any actions with respect to the Acquired Shares as follows:

(a) For the period beginning on the Closing Date and ending on (and including) the day that is the second anniversary of the Closing Date, as recommended by the Board of Directors to all of Parent’s stockholders in any definitive proxy statement, prospectus, offer solicitation or recommendation with respect to any tender offer or exchange offer for one or more classes of securities of Parent, or any other written communication directed to one or more classes of Parent’s stockholders; and

(b) For the period beginning on (and including) the day after the day that is the second anniversary of the Closing Date and ending at the end of the Voting Term, in a manner that is proportionate to the actions taken by all other holders of Parent Common Stock eligible to take actions with respect to the matters described in this Section 4.02 (e.g., tendering or not tendering shares of Parent Common Stock).

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ARTICLE V.

MARKET ACTIVITIES BY THE SHAREHOLDERS

Section 5.01. Standstill Arrangement. Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any other Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act), beneficially or of record more than 5% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 5.01 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder and its Affiliates and their respective directors, officers, members, managers, partners, equityholders shall not, during the Term only, in any manner, directly or indirectly, without the prior written consent of the Qualified Directors:

(a) acquire or agree to acquire, or publicly offer or propose (with or without conditions) to acquire, directly or indirectly, by purchase or otherwise, any voting securities or any direct or indirect rights or options to acquire any voting securities of Parent or any Subsidiary thereof, or of any successor to or Person in control of Parent;

(b) make any announcement with respect to, or publicly offer to effect, seek or propose (with or without conditions), any merger, acquisition, consolidation, other business combination, restructuring, recapitalization, tender offer, exchange offer or other extraordinary transaction with or involving Parent or any of its Subsidiaries or any of its or their securities or assets; provided, however, that nothing contained herein shall limit the ability of Stockholder to file or amend its Schedule 13D regarding the Parent Common Stock as required by Law or to make other securities or tax filings as required by Law so long as Stockholder does not enter into any contract, agreement or understanding with respect to Parent’s voting securities (other than this Agreement), or otherwise take any action, in violation of its obligations under Article IV or clauses (a)-(f) of this Section 5.01;

(c) other than in connection with the designation of the Board Designees by Stockholders’ Representative pursuant to Section 6.12 of the Merger Agreement (i) initiate, propose, induce or attempt to induce any other Person to initiate any stockholder proposal, nominate any person to be elected as a member of the Board of Directors or make any attempt to call a special meeting of stockholders of Parent, (ii) submit any proposal for consideration at, or bring any other business before, any meeting of stockholders of Parent, or request that Parent include any proposals or nominees for election as members of the Board of Directors in any Parent proxy statement, (iii) engage, or in any way participate, directly or indirectly, in any “solicitation” (as such term is defined in Rule 14a-1(l) promulgated by the SEC under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors), seek to advise, encourage or influence any Person with respect to the voting of any Parent securities (except in support of proposals approved by the Board of Directors), or (iv) otherwise communicate with Parent’s stockholders or others pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act; provided, however, that nothing herein shall limit the ability of Stockholder to vote its voting securities on any matter submitted to a vote of the stockholders of Parent in accordance with the terms of Article IV;

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(d) (i) form, join or in any way participate in a “group” as defined in Section 13(d)(3) of the Exchange Act with any other Person other than an Affiliate of Stockholder with respect to acquisition or voting of any voting securities of Parent, (ii) enter into any negotiation, Contract, or relationship (legal or otherwise) with any third parties, other than an Affiliate of Stockholder, in connection with any of the foregoing or with respect to the acquisition or voting of any voting securities of Parent or (iii) otherwise deposit any voting securities of Parent in any voting trust or subject any voting securities of Parent to any arrangement or agreement with respect to the voting of any voting securities of Parent, except, in the case of clauses (i), (ii) and (iii) above, as expressly set forth in this Agreement;

(e) publicly seek or publicly request permission to take any action that would violate any of the foregoing or to amend or waive any provision of this Section 5.01, or make any public announcement with respect to any of the foregoing (except as expressly permitted herein); or

(f) take, or cause others to take, any actions that would otherwise violate any provision of this Section 5.01.

Section 5.02. Other Market Activities. Stockholder irrevocably and unconditionally agrees that, from and after the Effective Date and for so long as Stockholder owns, in the aggregate together with its Affiliates, all Other Stockholders and their respective Affiliates and any Persons with which any of the foregoing form a “group” (as defined in Section 13(d)(3) of the Exchange Act), beneficially or of record more than 10% of the issued and outstanding shares of Parent Common Stock (provided that the ownership of Parent Common Stock by such other Persons shall be included for purposes of determining the applicability of this Section 5.02 only to the extent, and for so long as, Stockholder, any Other Stockholders or any of their respective Affiliates, on the one hand, and such other Persons, on the other hand, are members of a “group”), Stockholder shall not in any manner, directly or indirectly, nor permit its Affiliates or any Person acting on behalf of or pursuant to any understanding with Stockholder or its Affiliates, during the Term only, to engage in any Short Sales, derivatives, participations, swaps or enter into any other arrangements that transfer to another Person, in whole or in part, any of the economic consequences of ownership of the Acquired Shares without transferring record ownership of such Acquired Shares to such Person.

ARTICLE VI.

ADDITIONAL COVENANTS

Section 6.01. Restrictive Covenants. The parties hereto acknowledge and agree that Parent is relying on the covenants and agreements set forth in this section, that without such covenants Parent would not enter into the Merger Agreement or consummate the Merger or the other transactions contemplated thereby, and that the Number of Parent Shares Per Holder Stockholder is entitled to receive at the Effective Time are sufficient consideration to make the covenants and agreements set forth herein enforceable. The terms of this Section 6.01 shall be enforceable against Stockholder. For purposes of this Article VI, the term “Subsidiaries” shall include the Company and its Subsidiaries.

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(a) Non-Competition. To more effectively protect the value of the business of Parent and its Subsidiaries, and to induce Parent to consummate the Merger, Stockholder covenants and agrees that, during the Term, it will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, consult with, or participate in any business or business unit that (x) is engaged in providing Parking Services within the Territory or (y) is engaged as a principal part of such business or business unit in providing Parking Related Services within the Territory. In addition, during the Term, with respect to any Relevant Investment of Stockholder or any of its Affiliates which is, to the knowledge (assuming reasonable oversight of the business or business unit) of any member of the Parent Board that is an affiliate, director, employee, professional or agent of Stockholder or an affiliate of Stockholder, seeking to enter into a management or lease agreement with respect to a Parking Facility, Stockholder shall follow the procedures set forth in subsection (i) and (ii) below at the time of termination, extension or renewal of any such existing management agreement or lease or the initiation of a management agreement or lease thereafter.

(i) In the case of any Relevant Investment controlled by Stockholder or its Affiliates, Stockholder shall notify Parent in writing, and Parent shall have five (5) Business Days following the date of such notice to present a proposal to Stockholder whereby Parent will manage or lease the Parking Facility, which proposal Stockholder will, and will cause its Affiliates to, consider in good faith.

(ii) In the case of any Relevant Investment not controlled by Stockholder, Stockholder shall, to the extent Stockholder determines it is appropriate to do so, consistent with existing practices and communications with the Person controlling such Relevant Investment, encourage the controlling Person to discuss with Parent whether Parent is interested in managing or leasing the Parking Facility.

(b) Non-Solicitation of Employees. Stockholder hereby covenants and agrees that, during the Term, Stockholder will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, either for itself or for any other Person, hire (as an employee or in any other capacity), solicit or encourage any person employed by Parent or any of its Subsidiaries (as an employee or in any other capacity) in a senior executive or manager capacity to leave the employ of Parent or any of its Subsidiaries, or hire any such person who has left the employ of Parent or any of its Subsidiaries if such hiring occurs at any time within one year after the departure of such person from such employment; provided that nothing in this Section 6.01(b) shall prohibit Stockholder from soliciting or hiring any person who responds to a general solicitation not targeted at the employees of Parent or any of its Subsidiaries.

(c) Non-Solicitation of Customers. Stockholder hereby covenants and agrees that, during the Term, Stockholder will not, and will cause its Affiliates not to, directly or indirectly, as a director, officer, equityholder, partner, owner, employee or in any other capacity for any other business, either for itself or any other Person (i) induce or attempt to induce any client or customer of Parent or

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any of its Subsidiaries or any owner, lessor, manager or operator of a Parking Facility managed or leased by Parent or any of its Subsidiaries or any Affiliate thereof (each, a “Parent Customer”), to terminate or reduce the Parking Services business it conducts with Parent or any of its Subsidiaries or any Affiliates thereof or change the terms of its relationship as to Parking Services with Parent or any of its Subsidiaries or any Affiliates thereof to terms that are less favorable to Parent or any of its Subsidiaries or any Affiliates thereof, (ii) provide Parking Services to any Parent Customer or (iii) solicit any Parent Customer at any time to provide Parking Services to such Parent Customer.

(d) Confidentiality. Stockholder hereby covenants and agrees that, during the Term, Stockholder will, and will cause its Affiliates and representatives to, maintain the confidentiality of, and refrain from using or disclosing to any Person, all Confidential Information, except to the extent disclosure is required by Law or in response to any summons or subpoena or in connection with any litigation. In the event that such party reasonably believes after consultation with counsel that it is required by Law or in response to any summons or subpoena or in connection with any litigation to disclose any Confidential Information, such party will (i) provide Parent with prompt notice before such disclosure so that Parent may attempt to obtain a protective order or other assurance that confidential treatment will be accorded to such Confidential Information and (ii) cooperate with Parent in attempting to obtain such order or assurance.

(e) Non-Disparagement. Stockholder hereby covenants and agrees that, during the Term, Stockholder will not, and will cause its Affiliates not to, directly or indirectly, make any statement or any other expressions (in writing, orally or otherwise) on television, radio, the internet or other media or to any third party, including in communications with any customers, vendors, prospects, employees, sales or leasing representatives or distributors, which are in any way disparaging of Parent or any of its Subsidiaries, or any of their respective Affiliates, or the products and services of the foregoing.

(f) Blue-Pencil. If any court of competent jurisdiction shall at any time deem the term of any particular restrictive covenant contained in this Section 6.01 too lengthy or the geographic area covered too extensive, the other provisions of this Section 6.01 shall nevertheless stand, the Term shall be deemed to be the longest period permissible by Law under the circumstances and the geographic area covered shall be deemed to comprise the largest territory permissible by Law under the circumstances. The court in each case shall reduce the Term and/or geographic area covered to permissible duration or size.

Section 6.02. Indemnification of Parent Indemnified Parties.

(a) Stockholder hereby agrees to be bound by the provisions of Article 9 of the Merger Agreement as if Stockholder were a direct party thereto. For the avoidance of doubt, the obligation of Stockholder to indemnify the Parent Indemnified Parties against, save and hold the Parent Indemnified Parties harmless from and against, and pay on behalf of or reimburse the Parent Indemnified Parties for, any Adverse Consequences pursuant to Article 9 of the Merger Agreement shall be subject to the limitations and procedures expressly set forth in Article 9 of the Merger Agreement.

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(b) Notwithstanding the foregoing, (i) in the event that both Stockholder and, if applicable, the Holding Vehicle in which such Stockholder holds voting equity interests (the “Applicable Holding Vehicle”), are parties to Closing Agreements with Parent, the Applicable Holding Vehicle shall be the indemnitor of first resort with respect to the claims that may be brought by any Parent Indemnified Parties against such Stockholder pursuant to Article 9 of the Merger Agreement, with the obligations of the Applicable Holding Vehicle being primary and any obligations of such Stockholder being full and unconditional but secondary with respect to such indemnification obligations described in the foregoing sentence, and (ii) in the event that the Applicable Holding Vehicle distributes the shares of Parent Common Stock held by it to such Stockholder or dissolves, liquidates, terminates its existence or otherwise ceases to exist, such Stockholder shall be obligated to indemnify the Parent Indemnified Parties as to any claim for indemnification under Article 9 of the Merger Agreement in accordance with its Pro Rata Share.

(c) The Miscellaneous provisions contained in Article 10 of the Merger Agreement (including Sections 10.9, 10.11, 10.12 and 10.18) shall be binding upon Stockholder with respect to the interpretation, enforceability, performance, termination or validity of Article 9 and any claims for indemnification made thereunder.

Section 6.03. Matters Relating to Stockholders’ Representative.

(a) Appointment. Stockholder hereby irrevocably constitutes and appoints Stockholders’ Representative as the true, exclusive and lawful agent and attorney-in-fact of Stockholder to act in the name, place and stead of Stockholder in connection with the transactions contemplated by the Merger Agreement, the Registration Rights Agreement and this Agreement, in accordance with the terms and provisions of the Merger Agreement and this Agreement, and to act on behalf of Stockholder in any Proceeding involving this Agreement or the Merger Agreement (including any claim for indemnification under Article 9 of the Merger Agreement), to do or refrain from doing all such further acts and things, and to execute all such documents as Stockholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement and the Merger Agreement, including the power:

(i) to act for Stockholder with regard to matters pertaining to indemnification referred to in the Merger Agreement, including the power to compromise or settle any indemnity claim on behalf of Stockholder and to transact matters of litigation or other Proceedings;

(ii) to act for Stockholder with respect to tax matters in accordance with Section 6.10 of the Merger Agreement;

(iii) to act for Stockholder with respect to the designation of Board Designees in accordance with Section 6.12 of the Merger Agreement;

(iv) to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that Stockholders’ Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement; and

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(v) to do or refrain from doing any further act or deed on behalf of Stockholders that the Stockholders’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of the Merger Agreement as fully and completely as Stockholder could do if personally present;

provided, however, that the Stockholders’ Representative shall not have the right or power to amend, or execute any amendment to, this Agreement or the Registration Rights Agreement on behalf of Stockholder.

(b) Removal. The Stockholders’ Representative may be removed or replaced only upon delivery of written notice to Merger Sub by Stockholders holding at least a majority of outstanding shares of capital stock of the Company as of immediately prior to the Effective Time. Parent, Merger Sub, the Surviving Corporation and any other Person may conclusively and absolutely rely, without inquiry, upon any action of Stockholders’ Representative in all matters referred to herein.

(c) The Stockholders’ Representative will incur no liability to Stockholder with respect to any action taken or suffered by any party in reliance upon any notice, direction, instruction, consent, statement or other document believed by the Stockholders’ Representative to be genuine and to have been signed by the proper Person (and the Stockholders’ Representative shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own gross negligence, bad faith or willful misconduct.

(d) Stockholder shall severally, pro rata (based on and limited by its relative ownership, as of immediately prior to the consummation of the Restructuring or, if the Restructuring does not occur prior to the occurrence of the Effective Time, as of immediately prior to the Effective Time, of shares of Parent Common Stock issued in the Merger (and any securities convertible into or exercisable or exchangeable for such shares of Parent Common Stock)), and not jointly with each other Stockholder, indemnify and hold harmless the Stockholders’ Representative against any loss, liability or expense incurred by the Stockholders’ Representative (without gross negligence, bad faith or willful misconduct on the part of the Stockholders’ Representative) arising out of or in connection with the acceptance or administration of the Stockholders’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel (or other advisor) retained by the Stockholders’ Representative.

Section 6.04. Release. Stockholder, on behalf of itself and its Affiliates, heirs, beneficiaries, family members (whether by blood, adoption or marriage), successors and assigns (collectively, the “Releasing Parties”), hereby forever and unconditionally waives and releases Parent and its current and former Affiliates, officers, directors and agents (collectively, the “Released Parties”), to the fullest extent permitted by Law, from all actions, causes of action, suits, debts, costs, penalties, dues, sums of money, accounts, reckonings, bonds, bills, liabilities, covenants, contracts, controversies, variances, trespasses, damages, judgments, demands, grievances or any other claims of any kind or nature, known or unknown, existing or claimed to exist, fixed or contingent, both at law and in equity (“Causes of Action”), that such Releasing Party now has, has ever had or may hereafter have against the Released Parties arising contemporaneously with or prior to the Effective Date or on account of or arising out of any matter, cause or event occurring

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contemporaneously with or prior to the Closing Date in connection with, or to the extent relating to, the Company and/or any of its Subsidiaries or Affiliates; provided, however, that nothing contained herein will release any Released Party from any Causes of Action arising under this Agreement, the Merger Agreement or the Transaction Documents or any rights to indemnification or to advancement or reimbursement of expenses to which the current and former directors and officers of the Company or any of its Subsidiaries may be entitled to pursuant to the Merger Agreement, any applicable Contract in effect on the date hereof, applicable Law or arising under the Organizational Documents of the Company or any of its Subsidiaries if, and to the extent, any such rights to indemnification or to advancement or reimbursement of expenses arise out of, or otherwise relate to, actions or claims brought or asserted against such persons after the date of this Agreement.

Section 6.05. Waiver of Dissenters’ Rights. Stockholder hereby waives any rights of dissent or other similar rights that Stockholder may have as a result of, or otherwise in connection with, the Merger or any of the other transactions contemplated by the Merger Agreement.

Section 6.06. Restrictions on Transfer of Company Securities. From and after the date of this Agreement until the Effective Date, Stockholder shall not, directly or indirectly, (a) Transfer or offer to Transfer any Company Securities, (b) tender any Company Securities in connection with any tender or exchange offer or otherwise or (c) otherwise restrict the ability of Stockholder to freely exercise all voting rights with respect to the Company Securities. Any action attempted to be taken in violation of the preceding sentence will be null and void. Nothing in this Section 6.06 shall limit or preclude Stockholder’s right to Transfer any Company Securities (x) to any Permitted Transferee solely for estate planning or charitable purposes or (y) as contemplated by Section 7.2(i) and Schedule F to the Merger Agreement to effect the Restructuring; provided that, (i) Stockholder provides at least three Business Days advance written notice to Parent of such proposed Transfer (including providing such other information and documentation related to the proposed Permitted Transferee as Parent may reasonably request), (ii) such Permitted Transferee agrees in a written agreement with Parent (in form and substance satisfactory to Parent, in its reasonable discretion) to hold such Company Securities pursuant to, and to be bound by, the terms and conditions of this Agreement as “Stockholder” hereunder, and to make each of the representations and warranties hereunder in respect of the Company Securities transferred as Stockholder has made hereunder (a “Joinder”), (iii) the Joinder shall be valid and binding in all respects on the Permitted Transferee, and (iv) Stockholder will deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Company Securities; provided, further, that, in the event that any proposed Permitted Transferee does not comply with the obligations imposed hereunder with respect to any Company Securities purported to be transferred to such Person, such transfer shall be deemed null and void ab initio. Notwithstanding the foregoing in this Section 6.06, it is expressly acknowledged and agreed that no Holding Vehicle shall be required to be bound by the restrictive covenants in Section 6.01(a), (b) or (c).

Section 6.07. Restrictions on Transfer of Acquired Shares. Except as set forth in Article V of this Agreement and under applicable securities Laws, the Transfer of any of the Acquired Shares by any Stockholder shall not be subject to any restrictions; provided, however, Stockholder agrees that, except in the event of a Transfer of any Acquired Shares by Stockholder

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pursuant to a Public Sale, it shall be a condition precedent to any Transfer or series of related Transfers of Acquired Shares (a) representing 5% or more of the issued and outstanding Parent Common Stock to any Person, (b) following which, the transferee, together with its Affiliates and any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with such transferee, would own beneficially or of record 5% or more of the issued and outstanding shares of Parent Common Stock or (c) to any Affiliate of Stockholder or any of the Other Stockholders or any member of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with Stockholder or any Other Stockholder or their respective Affiliates, in each case, (i) for such transferee to execute and deliver to Parent a Joinder (with respect to Article IV, Article V and this Section 6.07 only) with respect to such Acquired Shares, (ii) for such Joinder to be valid and binding in all respects on such transferee and (iii) for Stockholder to deliver, or cause to be delivered, to Parent a supplement to Schedule A to this Agreement reflecting the Transfer of such Acquired Shares. Any purported sale or transfer by any Stockholder or its Affiliates without compliance with the obligation in the preceding sentence shall be null and void ab initio.

ARTICLE VII.

CERTAIN INDEMNIFICATION OBLIGATIONS

Section 7.01. Indemnification Obligations. With respect to any obligation of Parent or any of its Subsidiaries (each, a “Parent Company” and collectively, the “Parent Companies”) to indemnify, defend and/or hold harmless, or advance expenses to, any of the Board Designees for any Adverse Consequences arising out of or with respect to current, future or prior service on the Board of Directors (each, an “Indemnitee”), Parent hereby acknowledges and agrees that (a) such Parent Company is the indemnitor of first resort; (b) the obligations of such Parent Company to each Indemnitee are primary, and any obligations of Stockholder, any Affiliate of Stockholder or any Fund to provide advancement of expenses or indemnification for any Adverse Consequences incurred by an Indemnitee and for which any Parent Company has agreed (or is otherwise obligated) to indemnify Indemnitee (whether under any Organizational Document or any other agreement or document) are secondary, and (c) if Stockholder, or any Affiliate of Stockholder, Fund or other Indemnitee, is obligated to pay, or pays, or causes to be paid for any reason, any expense or Adverse Consequences which any Parent Company is otherwise obligated (whether under any Organizational Document or any other agreement or document) to pay to or on behalf of Indemnitee, then (x) Stockholder, Affiliate of Stockholder, Fund or other Indemnitee, as the case may be, shall be fully subrogated to and otherwise succeed to all rights of Indemnitee with respect to such payment, including with respect to rights to claim such amounts from such Parent Company; and (y) as applicable, Parent shall, or shall cause such other Parent Company to be obligated to, reimburse, indemnify and hold harmless (or cause one or more other Parent Companies to reimburse, indemnify and hold harmless) Stockholder, Affiliate of Stockholder, Fund or other Indemnitee, as the case may be, for all such payments actually made by such entity or person on behalf of or for the benefit of Indemnitee. For purposes of this Agreement, “Fund” shall mean any investment fund formed or managed by Versa Capital Management, LLC or any of its Affiliates or for which Versa Capital Management, LLC or any of its Affiliates serves as an investment adviser including Stockholder and its parallel funds and alternative vehicles, and any other partnership, limited liability company or other legal entity that is an Affiliate of any of the foregoing which directly or indirectly owns equity securities of Parent or any other Parent Company.

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Section 7.02. Specific Waiver of Subrogation, Contribution, etc. Parent hereby unconditionally and irrevocably waives, relinquishes and releases, on behalf of itself and each other Parent Company, and covenants and agrees not to exercise, and to cause each Affiliate of any Parent Company not to exercise, any claims or rights that any Parent Company may now have or hereafter acquire against any Indemnitee (in any capacity) that arise from or relate to the existence, payment, performance or enforcement of any of the Parent Companies’ obligations under this Article VII or under any indemnification obligation or obligation to advance expenses to Indemnitee (whether under any Organizational Document or any other agreement or document), including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Indemnitee against any other Indemnitee, whether such claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such claim, remedy or right.

ARTICLE VIII.

GENERAL

Section 8.01. Notices. Any notice to be given by any party to this Agreement shall be given in writing and may be effected by facsimile, personal delivery, overnight courier, e-mail or sent by certified, United States Mail, postage prepaid, addressed to (a) Parent at the address, e-mail or facsimile number set forth in the Merger Agreement, including to the persons designated therein to receive copies and (b) any Holder at the address, e-mail or facsimile number set forth on the signature page hereto. The date of service for any notice sent in compliance with the requirements of this Section 8.01 shall be (i) the date such notice is personally delivered, (ii) three days after the date of mailing if sent by certified or registered mail, (iii) one day after date of delivery to the overnight courier if sent by overnight courier or (iv) the next succeeding Business Day after transmission by e-mail or facsimile.

Section 8.02. No Third Party Beneficiaries. Except (a) as set forth in Section 6.04 of this Agreement and Article 9 of the Merger Agreement (which Stockholder has agreed to be bound by under Section 6.02 of this Agreement), (b) as to Section 6.03 of this Agreement with respect to the Stockholders’ Representative (who is intended to be an express third party beneficiary of Section 6.03), and (c) as to Article VII of this Agreement, with respect to any Fund, Affiliate of Stockholder or Indemnitee (who are intended to be express third party beneficiaries of Article VII), nothing in this Agreement, express or implied, is intended to or shall confer upon the Person (other than the parties to this Agreement) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 8.03. Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another state otherwise to govern this Agreement.

Section 8.04. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect.

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Section 8.05. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Stockholder may not assign this Agreement or any of its rights or obligations hereunder except as expressly provided for herein. Parent may not assign its rights or obligations under this Agreement except with the prior written consent of Stockholder, which consent may be given or withheld in such party’s sole discretion; provided, however, that Parent may (i) assign its rights and remedies hereunder as collateral to any bank or other financial institution that has loaned funds or otherwise extended credit to it or any of its affiliates or (ii) assign its rights under this Agreement to a related or Affiliated entity; provided that, in each case, no such assignment shall relieve the assignor of its liabilities and obligations hereunder.

Section 8.06. Interpretation. Interpretation of this Agreement shall be governed by the following rules of construction: (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires, (ii) references to the terms article, section and schedule are references to the articles, sections and schedules to this Agreement unless otherwise specified, (iii) the word “including” and words of similar import shall mean “including without limitation,” (iv) the word “or” shall not be exclusive, (v) the headings are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, (vi) a reference to any Person includes such Person’s successors and permitted assigns, (vii) any reference to “days” means calendar days unless Business Days are expressly specified and (viii) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 8.07. Amendments; Waivers. This Agreement may not be amended without the express written agreement signed by all of the parties to this Agreement. No provision of this Agreement may be waived without the express written agreement signed by the party making such waiver. The failure of any party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights.

Section 8.08. Fees and Expenses. All matters relating to the responsibility of each of Stockholder and Parent for fees and expenses (including the fees and expenses of financial consultants, investment bankers, accountants and legal counsel) in connection with the entry into of this Agreement and the consummation of the actions contemplated hereby shall be governed by Section 10.18 of the Merger Agreement, and Stockholder hereby acknowledges and agrees to be bound by Section 10.18 of the Merger Agreement.

Section 8.09. Entire Agreement. This Agreement (together with the Merger Agreement) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.

Section 8.10. Remedies Cumulative. Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at law or in equity. The exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.

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Section 8.11. Counterparts; Effectiveness. This Agreement and any amendment hereto may be executed and delivered in two or more identical counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Except as set forth in Section 2.01, this Agreement shall become effective and binding upon any Stockholder when executed by Stockholder and Parent. In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. No party hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

Section 8.12. Specific Performance. The parties to this Agreement agree that irreparable damage would occur and that the parties to this Agreement would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case without the necessity of posting bond or other security or showing actual damages, and this being in addition to any other remedy to which they are entitled at law or in equity.

Section 8.13. Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that all claims, controversies and disputes of any kind or nature relating in any way to the enforcement or interpretation of this Agreement or to the parties’ dealings, rights or obligations in connection herewith, shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any federal court of the United States located in the State of Delaware, or, if neither the Court of Chancery of the State of Delaware nor any such federal court has jurisdiction, any other state court located in the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the actions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 8.13, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (a) the suit, action or proceeding in such court is brought in an inconvenient forum, (b) the venue of such suit, action or proceeding is

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improper or (c) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.01 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Notwithstanding the foregoing in this Section 8.13, a party may commence any action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Section 8.14. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, CONTROVERSY OR OTHER LEGAL ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.14.

[Remainder of Page Intentionally Left Blank.

Signature Pages Follow.]

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IN WITNESS WHEREOF, each party hereto has caused this Closing Agreement to be duly executed as of the date first written above.

COMPANY:
STANDARD PARKING CORPORATION
By:	/s/ James A. Wilhelm
Name:	James A. Wilhelm
Title:	President and Chief Executive Officer

Signature Page to Closing Agreement

STOCKHOLDER:
VERSA CAPITAL FUND I PARALLEL, L.P. (f/k/a Chrysalis Capital Partners Parallel, L.P.)
By:	Versa FGP-I, L.P., its general partner
By:	Versa UGP-I, LLC, its general partner
By:	/s/ Paul Halpern
	Name: Paul Halpern
	Title: Authorized Signatory

Signature Page to Closing Agreement

SCHEDULE A

OWNERSHIP

Name of Stockholder	Company Securities
Versa Capital Fund I Parallel, L.P. (f/k/a Chrysalis Capital Partners Parallel, L.P.)	11,895,444 shares of Company Common Stock

EX-10.5

Exhibit 10.5

February 28, 2012

Standard Parking Corporation

900 North Michigan Avenue

Chicago, Illinois 60611

Re: $450 million Senior Credit Facility

Ladies and Gentlemen:

Standard Parking Corporation (“you” or the “Borrower”) has advised Bank of America, N.A. (“Bank of America”), Wells Fargo Bank, N.A. (“Wells Fargo”), JPMorgan Chase Bank, N.A. (“JPM”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), Wells Fargo Securities, LLC (“WFS”) and J.P. Morgan Securities LLC (“JPMS”) that it intends to acquire (the “Acquisition”) the capital stock of KCPC Holdings, Inc. (the “Target”) from the Target’s existing shareholders (the “Sellers”) pursuant to the terms of that certain Agreement and Plan of Merger dated as of February 28, 2012 (the “Acquisition Agreement”), by and among you, KCPC Holdings, Inc., Hermitage Merger Sub, Inc. and the “Stockholders’ Representative” (as defined therein).

You have also advised Bank of America, Wells Fargo, JPM and the Additional Lenders (as defined below), if any, (collectively, the “Commitment Parties”) and MLPFS, WFS and JPMS that you intend to finance in part the Acquisition, the costs and expenses related to the transactions contemplated hereby and the ongoing working capital and other general corporate purposes of the Borrower and its subsidiaries after consummation of the Acquisition with a senior secured credit facility in favor of the Borrower in an aggregate principal amount of $450 million (collectively, the “Senior Credit Facility”). Bank of America is pleased to offer to be the sole administrative agent (in such capacity, the “Administrative Agent”) for the Senior Credit Facility and Bank of America is pleased to offer its commitment to lend $150 million of the Senior Credit Facility, upon and subject to the terms and conditions set forth in this letter (this “Commitment Letter”) and in the Summary of Terms and Conditions attached as Exhibit A hereto and incorporated herein by this reference (the “Summary of Terms”). Wells Fargo is pleased to offer its commitment to lend $150 million of the Senior Credit Facility upon and subject to the terms and conditions of the Commitment Letter and the Summary of Terms. JPM is pleased to offer its commitment to lend $150 million of the Senior Credit Facility upon and subject to the terms and conditions of the Commitment Letter and the Summary of Terms. It is anticipated that other financial institutions committing to lend under the Senior Credit Facility after the date hereof may execute joinder documentation to this Commitment Letter (each such institution, an “Additional Lender”), in the form of Annex 1 hereto, which commitments, together with any other commitments received from Lenders after the date hereof shall reduce the commitments of Bank of America, Wells Fargo and JPM hereunder on a pro rata basis.

MLPFS, WFS and JPMS are pleased to advise you of their willingness, as joint lead arrangers and joint bookrunners (in such capacities, the “Joint Lead Arrangers”) for the Senior Credit Facility, to use their commercially reasonable efforts to form a syndicate of financial institutions (including Bank of America, Wells Fargo and JPM) (collectively, the “Lenders”) acceptable to you for the Senior Credit Facility. It is agreed that MLPFS shall have the “left” placement in any and all marketing materials or other documentation used in connection with the Senior Credit Facility and shall hold the leading role and responsibilities conventionally associated with such “left” placement, including sole selling role in respect of the Senior Credit Facility. It is agreed that WFS and JPMS shall share “immediate right” placement in any and all marketing materials or other documentation used in connection with the Senior Credit Facility. No additional agents, co-agents or arrangers will be appointed without your and our prior written approval.

The commitments of the Commitment Parties hereunder and the undertaking of the Joint Lead Arrangers to provide the services described herein are subject solely to satisfaction of each of the following conditions precedent and each of the conditions precedent identified in the Summary of Terms: (a) your compliance with the terms of this Commitment Letter (including the Summary of Terms) and the Fee Letters (as hereinafter defined); and (b) prior to and during the syndication of the Senior Credit Facility there shall be no competing offering, placement or arrangement of any debt securities or bank financing by or on behalf of the Borrower or any of its subsidiaries or the Target or any of its subsidiaries (it being understood that the Target is selling certain real property to other third parties who will themselves be obtaining credit facilities for such purposes); it being understood that there are no conditions (implied or otherwise) to the commitments hereunder other than those that are expressly stated or referred to in this paragraph to be conditions to the initial funding under the Senior Credit Facility on the Closing Date (as defined in the Summary of Terms) and upon satisfaction of such conditions, the initial funding under the Senior Credit Facility shall occur.

The Joint Lead Arrangers intend to commence syndication of the Senior Credit Facility promptly upon your acceptance of this Commitment Letter and the Fee Letters. You agree to actively assist the Joint Lead Arrangers in achieving a syndication of the Senior Credit Facility that is satisfactory to the Joint Lead Arrangers and you. Such assistance shall include (a) your providing and causing your advisors to provide the Joint Lead Arrangers and the Lenders upon request with all information reasonably deemed necessary by any of us to complete syndication; (b) your assistance in the preparation of an Information Memorandum to be used in connection with the syndication of the Senior Credit Facility; (c) your using commercially reasonable efforts to ensure that the syndication efforts of the Joint Lead Arrangers benefit materially from your and the Target’s existing banking relationships; and (d) otherwise assisting the Joint Lead Arrangers in their syndication efforts, including by making your senior management and advisors available from time to time to attend and make presentations regarding the business and prospects of the Borrower and its subsidiaries and the Target and its subsidiaries, as appropriate, at one or more meetings of prospective Lenders. Notwithstanding anything to the contrary contained in this Commitment Letter, neither the commencement nor the completion of the syndication of the Senior Credit Facility shall constitute a condition precedent to the initial funding on the Closing Date.

It is understood and agreed that the Joint Lead Arrangers will manage all aspects of the syndication in consultation with you, including decisions as to the selection of prospective Lenders and any titles offered to proposed Lenders (subject to the Borrower’s reasonable consent and direction), when commitments will be accepted and the final allocations of the commitments among the Lenders. It is understood that no Lender participating in the Senior Credit Facility will receive compensation from you in order to obtain its commitment, except on the terms contained herein, in the Joint Fee Letter and in the Summary of Terms.

You hereby represent, warrant and covenant that (a) all information, other than Projections (defined below), which has been or is hereafter made available to us or the Lenders by you or any of your representatives (or on your or their behalf) and/or the Target or any of its representatives (or on its or their behalf) in connection with the transactions contemplated hereby, taken as a whole (the “Information”) does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein materially misleading in light of the circumstances under which the statements are made (after giving effect to all supplements and updates prior to the Closing Date), and (b) all financial projections concerning the Borrower and its subsidiaries and the Target and its subsidiaries that have been or are hereafter made available to us or the Lenders by you or any of your representatives and/or the Target or any of its representatives (the “Projections”) have been or will be prepared in good faith

based upon assumptions that are believed by you to be reasonable at the time made available to us. It is understood that (i) any Projections furnished to us or any Lender are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, (ii) the Projections are not a guarantee of financial performance, (iii) no assurance is given by the Borrower that such Projections will be realized and (iv) the actual results may differ from such Projections and such differences may be material. You agree to furnish us with such Information and Projections as we may reasonably request and that, if at any time until the date of the effectiveness of the Senior Credit Facility (the “Closing Date”), you become aware that the representation and warranties in the preceding sentences of this paragraph are incorrect in any material respect, then you will promptly supplement the Information and Projections so that such representations and warranties are true and correct in all material respects on the Closing Date as if the Information were being furnished, and such representations and warranties were being made, on such date. In issuing this commitment and in arranging and syndicating the Senior Credit Facility, the Commitment Parties and the Joint Lead Arrangers are and will be using and relying on the Information and the Projections without independent verification thereof.

You hereby acknowledge that (a) MLPFS and/or Bank of America will make available Information and Projections (collectively, “Borrower Materials”) to the proposed syndicate of Lenders by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the proposed Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities or the Target or its securities) (each, a “Public Lender”). You hereby agree that (w) you will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and include a reasonably detailed term sheet among such Borrower Materials and that all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” you shall be deemed to have authorized MLPFS, Bank of America and the proposed Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws, it being understood that certain of such Borrower Materials may be subject to the confidentiality requirements of the definitive credit documentation; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) MLPFS and Bank of America shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, you shall be under no obligation to mark any Borrower Materials “PUBLIC.” Prior to distribution of the Borrower Materials to prospective Lenders, you shall provide us with a customary letter authorizing the dissemination thereof.

By executing this Commitment Letter, you agree to reimburse the Commitment Parties and the Joint Lead Arrangers from time to time on demand for all reasonable and documented out-of-pocket fees and expenses (including, but not limited to, (a) the reasonable fees, disbursements and other charges of Moore & Van Allen, PLLC, as counsel to MLPFS and the Administrative Agent (and no additional counsel other than necessary local counsel), (b) due diligence expenses, and (c) all CUSIP fees for registration with the Standard & Poor’s CUSIP Service Bureau) incurred in connection with the Senior Credit Facility, the syndication thereof, the preparation of the definitive documentation therefor and the other transactions contemplated hereby. You acknowledge that we may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto.

You agree to indemnify and hold harmless each of the Commitment Parties, each Joint Lead Arranger, each Lender and each of their affiliates and their respective officers, directors, employees, agents, advisors and other representatives (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable and documented out-of-pocket fees, disbursements and other charges of counsel; provided, however, the Indemnified Parties shall be limited to one primary counsel for all such Indemnified Parties to the extent no actual or potential conflict of interest exists) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any matters contemplated by this Commitment Letter or (b) the Senior Credit Facility and any other financings or any use made or proposed to be made with the proceeds thereof, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equity holders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated; provided that in the case of any such investigation, litigation or proceeding brought by you against an Indemnified Party or by an Indemnified Party against you, you shall have no obligation to pay any amounts pursuant to this paragraph until a final, nonappealable judgment is rendered by a court of competent jurisdiction. You also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you or your subsidiaries or affiliates or to your or their respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of your direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnified Party as determined by a final, nonappealable judgment rendered by a court of competent jurisdiction.

This Commitment Letter, the fee letter among you, Bank of America, Wells Fargo, JPM and the Joint Lead Arrangers (the “Joint Fee Letter”), the fee letter among you and Bank of America which shall include a customary administrative agency fee and no other fees (the “Bank of America Fee Letter” and together with the Joint Fee Letter, collectively, the “Fee Letters”) and the contents hereof and thereof are confidential and, except for disclosure hereof or thereof on a confidential basis to the Target and your and the Target’s accountants, attorneys and other professional advisors retained by you or the Target in connection with the Senior Credit Facility, the Acquisition or as otherwise required by law, may not be disclosed in whole or in part to any person or entity without our prior written consent; provided, however, it is understood and agreed that you may disclose this Commitment Letter (including the Summary of Terms) but not the Fee Letters after your acceptance of this Commitment Letter and the Fee Letters, in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges. Bank of America, Wells Fargo, JPM and the Joint Lead Arrangers hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), each of them is required to obtain, verify and record information that identifies you and any guarantors under the Senior Credit Facility, which information includes your and/or their name and address and other information that will allow us, as applicable, to identify you and such guarantors in accordance with the Act.

You acknowledge that the Commitment Parties and the Joint Lead Arrangers or their respective affiliates may be providing services to parties whose interests may conflict with yours. We agree that we will not furnish confidential information obtained from you to any of our other customers and that we will treat confidential information relating to you and your affiliates and the Target with the same degree of care as we treat our own confidential information. Each prospective Lender will agree to similar confidentiality provisions as a condition to its accessing the Platform. We further advise you that we will not make available to you confidential information that we have obtained or may obtain from any other customer. In connection with the services and transactions contemplated hereby, you agree that we are permitted to access, use and share information relating to the Senior Credit Facility with any of our bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives any information concerning you or any of your affiliates or the Target that is or may come into our possession or any of our respective affiliates, but only to the extent such affiliates, agents, advisors or representatives are involved in the consideration or arrangement of the Senior Credit Facility or any related transaction and are directed to treat such confidential information with the same degree of care as they treat their own confidential information.

In connection with all aspects of each transaction contemplated by this Commitment Letter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (i) the Senior Credit Facility and any related arranging or other services described in this Commitment Letter is an arm’s-length commercial transaction between you and your affiliates, on the one hand, and the Commitment Parties and the Joint Lead Arrangers, on the other hand, and you are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Commitment Letter; (ii) in connection with the process leading to such transaction, the Commitment Parties and the Joint Lead Arrangers each is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for you or any of your affiliates, stockholders, creditors or employees or any other party; (iii) neither any Commitment Party nor any Joint Lead Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in your or your affiliates’ favor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether any Commitment Party or any Joint Lead Arranger has advised or is currently advising you or your affiliates on other matters) and neither any Commitment Party nor any Joint Lead Arranger has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth in this Commitment Letter; (iv) the Commitment Parties and the Joint Lead Arrangers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and your affiliates and the Commitment Parties and the Joint Lead Arrangers have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Commitment Parties and the Joint Lead Arrangers have not provided any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate. You hereby waive and release, to the fullest extent permitted by law, any claims that you may have against each of the Commitment Parties and the Joint Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by this Commitment Letter.

The provisions of the immediately preceding five (5) paragraphs shall remain in full force and effect regardless of whether any definitive documentation for the Senior Credit Facility shall be executed and delivered, and notwithstanding the termination of this Commitment Letter or any commitment or undertaking hereunder.

This Commitment Letter and the Fee Letters may be executed in counterparts which, taken together, shall constitute an original. Delivery of an executed counterpart of this Commitment Letter or the Fee Letters by telecopier, facsimile or other electronic transmission (e.g., “PDF”) shall be effective as delivery of a manually executed counterpart thereof.

This Commitment Letter (including the Summary of Terms) and the Fee Letters shall be governed by, and construed in accordance with, the laws of the State of Illinois, except that the determination of a Material Adverse Effect (as defined in Addendum III to the Summary of Terms) on the Closing Date and of your right to terminate your obligations under the Acquisition Agreement shall be governed by the laws of the State of Delaware. Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter (including the Summary of Terms), the Fee Letters, the transactions contemplated hereby and thereby or the actions of the Commitment Parties and the Joint Lead Arrangers in the negotiation, performance or enforcement hereof. The undertaking and commitments of the Commitment Parties and the Joint Lead Arrangers may be terminated by the Commitment Parties and the Joint Lead Arrangers, if you fail to perform your obligations under this Commitment Letter on a timely basis and such failure is not corrected within ten (10) business days following receipt of notice thereof.

This Commitment Letter (including the Summary of Terms) and the Fee Letters embody the entire agreement and understanding among the parties hereto and your affiliates with respect to the Senior Credit Facility and supersede all prior agreements and understandings relating to the specific matters hereof. No party has been authorized by any Commitment Party or any Joint Lead Arranger to make any oral or written statements that are inconsistent with this Commitment Letter. This Commitment Letter is not assignable by any party hereto without the prior written consent of the other parties hereto and is intended to be solely for the benefit of the parties hereto and the Indemnified Parties; provided, however, it is understood and agreed that Additional Lenders may become parties to this Commitment Letter pursuant to the terms hereof.

This Commitment Letter and all commitments and undertakings of the Commitment Parties and the Joint Lead Arrangers hereunder will expire at 5:00 p.m. Eastern time on February 29, 2012 unless you execute this Commitment Letter and the Fee Letters and return them to us prior to that time (which may be by facsimile transmission), whereupon this Commitment Letter (including the Summary of Terms) and the Fee Letters (each of which may be signed in one or more counterparts) shall become binding agreements. Thereafter, all commitments and undertakings of the Commitment Parties and the Joint Lead Arrangers hereunder will expire on the earlier of (a) the date of termination of the Acquisition Agreement and (b) the date that is 180 days after the date hereof unless definitive documentation for the Senior Credit Facility is executed and delivered prior to such date. In consideration of the time and resources that we will devote to the Senior Credit Facility, you agree that, until such expiration, you will not solicit, initiate, entertain or permit, or enter into any discussions in respect of, any offering, placement or arrangement of any competing senior credit facility for the Borrower and its subsidiaries or the Acquisition.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

We are pleased to have the opportunity to work with you in connection with this important financing.

Very truly yours, BANK OF AMERICA, N.A.
By:	/s/ Jason E. Guerra
	Name: Jason E. Guerra
	Title: Vice President

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ Mark N. Post
	Name: Mark N. Post
	Title: Director

COMMITMENT LETTER

STANDARD PARKING CORPORATION

WELLS FARGO BANK, N.A.
By:	/s/ Peg Laughlin
	Name: Peg Laughlin
	Title: SVP
WELLS FARGO SECURITIES, LLC
By:	/s/ Edward L. Hocter
	Name: Edward L. Hocter
	Title: Director/ Debt Capital Markets

COMMITMENT LETTER

STANDARD PARKING CORPORATION

JPMORGAN CHASE BANK, N.A.
By:	/s/ Michael A. Berent
	Name: Michael A. Berent
	Title: V.P.
J.P. MORGAN SECURITIES LLC
By:	/s/ James McHugh
Name: James McHugh
Title: Executive Director

COMMITMENT LETTER

STANDARD PARKING CORPORATION

Accepted and agreed to
as of the date first above written:
STANDARD PARKING CORPORATION
By:	/s/ G. Mark Baumann
	Name: G. Mark Baumann
	Title: Executive Vice President and Chief Financial Officer

COMMITMENT LETTER

STANDARD PARKING CORPORATION

ANNEX 1

FORM OF JOINDER TO COMMITMENT LETTER

[date]

Standard Parking Corporation

900 North Michigan Avenue

Chicago, Illinois 60611

Merrill Lynch, Pierce, Fenner & Smith Incorporated

214 North Tryon Street

Charlotte, North Carolina 28255

Wells Fargo Securities, LLC

230 W. Monroe Street, 25^th Floor

Chicago, Illinois 60606

J.P. Morgan Securities LLC

10 South Dearborn Street

Chicago, Illinois 60603

Ladies and Gentlemen:

We refer to the Commitment Letter, including the Summary of Terms, among Standard Parking Corporation (the “Borrower”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), Bank of America, N.A. (“Bank of America”), Wells Fargo Bank, N.A. (“Wells Fargo”), Wells Fargo Securities, LLC (“WFS”), JPMorgan Chase Bank, N.A. (“JPM”) and J.P. Morgan Securities LLC (“JPMS”), dated February 28, 2012 (the “Commitment Letter”). Capitalized terms used herein but not otherwise defined have the meanings provided in the Commitment Letter.

[Name of additional Lender] (the “Additional Lender”) hereby joins the Commitment Letter and agrees that is shall be deemed a party to the Commitment Letter as a “Commitment Party” thereunder and bound by the provisions of the Commitment Letter as a Commitment Party thereunder. Furthermore, subject to each of the terms and conditions set forth in the Commitment Letter (including, without limitation, the rights of an Indemnified Party thereunder) and the Summary of Terms, the Additional Lender is pleased to commit $[            ] million of the Senior Credit Facility pursuant to the terms and conditions of the Commitment Letter and the Summary of Terms.

No amendment, waiver or modification of any provision hereof shall be effective unless in writing and signed by the parties hereto and then only in the specific instance and for the specific purpose for which given. This letter agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this letter agreement by facsimile, e-mail or other electronic transmission shall be effective as delivery of a manually executed counterpart of this letter agreement.

The Borrower agrees this letter is confidential and is subject to the confidentiality provisions contained in the Commitment Letter.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

We are pleased to have the opportunity to work with you in connection with this important financing.

Yours sincerely,

[NAME OF ADDITIONAL LENDER]

By:                                                                                                 

Name:                                                                                           

Title:                                                                                             

ACCEPTED AND AGREED:

STANDARD PARKING CORPORATION

By:                                                                                         

Name:                                                                                    

Title:                                                                                      

MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED

By:                                                                                         

Name:                                                                                    

Title:                                                                                      

BANK OF AMERICA, N.A.

By:                                                                                         

Name:                                                                                    

Title:                                                                                      

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:                                                                                         

Name:                                                                                    

Title:                                                                                      

WELLS FARGO SECURITIES, LLC

By:                                                                                         

Name:                                                                                    

Title:                                                                                      

JPMORGAN CHASE BANK, N.A.

By:                                                                                         

Name:                                                                                    

Title:                                                                                      

J.P. MORGAN SECURITIES LLC

By:                                                                                         

Name:                                                                                    

Title:                                                                                      

EXHIBIT A

SUMMARY OF TERMS AND CONDITIONS

STANDARD PARKING CORPORATION

$450 MILLION SENIOR CREDIT FACILITY

Capitalized terms not otherwise defined herein have the same meanings

as specified therefor in the commitment letter (the “Commitment Letter”) to which

this Summary of Terms and Conditions is attached.

BORROWER: Standard Parking Corporation, a Delaware corporation (the “Borrower”).

GUARANTORS: The Senior Credit Facility (defined below) shall be guaranteed by all existing and future direct and indirect domestic, wholly-owned subsidiaries of the Borrower (collectively, the “Guarantors”). All guarantees shall be guarantees of payment and not of collection.

ADMINISTRATIVE

AGENT: Bank of America, N.A. (“Bank of America”) will act as administrative agent (the “Administrative Agent”).

JOINT LEAD

ARRANGERS: Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), Wells Fargo Securities, LLC (“WFS”) and J.P. Morgan Securities LLC (“JPMS”) will act as joint lead arrangers (the “Joint Lead Arrangers”).

JOINT BOOK

MANAGERS: MLPFS, WFS and JPMS will act as joint book managers.

SYNDICATION AGENTS: Wells Fargo Bank, National Association (“Wells Fargo”) and JPMorgan Chase Bank, N.A. (“JPM”) will act as co-syndication agents.

LENDERS: A syndicate of financial institutions (including Bank of America, Wells Fargo and JPM) arranged by the Joint Lead Arrangers, which institutions shall be acceptable to the Borrower and the Joint Lead Arrangers (collectively, the “Lenders”).

SENIOR CREDIT

FACILITY: An aggregate principal amount of $450 million will be available upon the terms and conditions hereinafter set forth:

Revolving Credit Facility: $200 million five (5) year revolving credit facility (the “Revolving Credit Facility”), which will include a $100 million sublimit for the issuance of letters of credit (each a “Letter of Credit”) and a $20 million sublimit for swingline loans (each a “Swingline Loan”). Letters of Credit will be issued by Bank of America, Wells Fargo and JPM (in such capacity, each a “Fronting Bank”) and Swingline Loans will be made available by Bank of America (in such capacity, the “Swingline Lender”). Each Lender will purchase an irrevocable and unconditional participation in each Letter of Credit and each Swingline Loan.

Term Loan Facility: a $250 million term loan facility, all of which will be drawn on the Closing Date.

The Revolving Credit Facility and the Term Loan Facility are collectively referred to herein as the “Senior Credit Facility”.

INCREASE OPTION: The Senior Credit Facility will include a provision permitting the Borrower from time to time to increase the amount of the Revolving Credit Facility by an aggregate amount of $50 million with additional commitments from Lenders or new commitments from financial institutions reasonably acceptable to the Administrative Agent and the Borrower; provided that (a) no default shall be continuing at the time of any such increase and (b) no Lender shall be obligated to participate in such increase by increasing its own commitment amount, which decision shall be made in the sole discretion of each Lender.

PURPOSE: The proceeds of the Senior Credit Facility shall be used (i) to partially finance the acquisition of the capital stock of the Target (the “Acquisition”) and costs and expenses related thereto and (ii) for working capital, refinancing of existing indebtedness and other lawful corporate purposes, including restricted payments.

CLOSING DATE: The execution of definitive loan documentation, to occur on or before the date that is 180 days after the signing of the Acquisition Agreement (the “Closing Date”).

INTEREST RATES: As set forth in Addendum I.

MATURITY: The Senior Credit Facility shall terminate and all amounts outstanding thereunder shall be due and payable in full on the date five (5) years after the Closing Date (the “Maturity Date”).

The Term Loan Facility shall be subject to repayment according to the Scheduled Amortization (as hereinafter defined), with the final payment of all amounts outstanding, plus accrued interest, being due on the Maturity Date.

AVAILABILITY/

SCHEDULED

AMORTIZATION: Revolving Credit Facility: Advances under the Revolving Credit Facility may be made on a revolving basis up to the full amount of the Revolving Credit Facility and Letters of Credit may be issued up to the sublimit for Letters of Credit.

Term Loan Facility: The Term Loan Facility shall be subject to quarterly amortization of principal based on the annual amounts set forth below (the “Scheduled Amortization”):

Principal Amount

Loan year 1	$22,500,000
Loan year 2	$22,500,000
Loan year 3	$30,000,000
Loan year 4	$30,000,000
Loan year 5	$37,500,000 (consisting of quarterly payments of principal in each case equal to $9,375,000 and with the remaining principal balance of the Term Loan Facility being due and payable on the Maturity Date)

MANDATORY

PREPAYMENTS In addition to the amortization set forth above, (a) 100% of all net cash proceeds from sales of property and assets of the Borrower and its subsidiaries (excluding sales of inventory or assets in the ordinary course of business and other exceptions to be mutually agreed upon in the loan documentation) (net of amounts reinvested in replacement property or assets within 360 days of receipt (or, if committed to reinvest within 360 days, within 180 days following such commitment) or required to pay taxes or other costs applicable to the sale), (b) 100% of all net cash proceeds from the issuance of additional equity interests in the Borrower or any of its subsidiaries (excluding exceptions to be mutually determined), (c) 100% of all net cash proceeds from the issuance or incurrence after the Closing Date of additional debt of the Borrower or any of its subsidiaries (excluding exceptions to be mutually determined) and (d) (i) 75% of Excess Cash Flow (to be defined in the loan documentation, but in any event to include a dollar-for-dollar reduction of any voluntary prepayment of the Term Loan Facility) if the Consolidated Leverage Ratio is greater than or equal to 3.0x as of the end of the relevant period, (ii) 50% of Excess Cash Flow if the Consolidated Leverage Ratio is greater than or equal to 2.5x but less than 3.0x as of the end of the relevant period and (iii) 0% if the Consolidated Leverage Ratio is less than 2.5x as of the end of the relevant period shall be applied to the prepayment of the Senior Credit Facility in the following manner: first, to the Term Loan Facility to the principal installments thereof in inverse order of maturity) and, second, to the Revolving Credit Facility (without a permanent commitment reduction).

OPTIONAL

PREPAYMENTS AND

COMMITMENT

REDUCTIONS: The Borrower may prepay the Senior Credit Facility in whole or in part at any time without penalty or premium of any kind, subject to reimbursement of the Lenders’ customary breakage costs in the case of prepayment of LIBOR borrowings. Each such prepayment of the Term Loan Facility shall be applied to the principal installments thereof as directed by the Borrower. The unutilized portion of any commitment under the Revolving Credit Facility in excess of, the Swingline Loans and the stated amount of all Letters of Credit may be irrevocably canceled by the Borrower in whole or in part without premium or penalty of any kind.

SECURITY: Subject to the Limited Conditionality Provisions (as defined below), the Administrative Agent shall receive a first priority perfected security interest in substantially all existing and after-acquired personal property and material owned real property (subject to exceptions and limitations to be mutually agreed; provided in any event that there shall be no requirement for any pledges, security interest in, mortgages, landlord waivers, bailee waivers or other security provisions with regard to (i) leased real property, (ii) motor vehicles and other assets subject to certificates of title, letter of credit rights above a threshold to be mutually agreed and commercial tort claims above a threshold to be mutually agreed, (iii) pledges and security interests prohibited by law and agreements to which the Borrower and its subsidiaries are a party (including permitted liens, leases and licenses), and (iv) assets of any joint venture of the Borrower or any of the Guarantors (the “Security”), including all inventory, accounts, equipment, fixtures, chattel paper, patents, trademarks, copyrights, documents, instruments, deposit accounts, cash and cash equivalents, investment property, general intangibles supporting obligations, letter of credit rights, and commercial tort claims, of the Borrower and the Guarantors and all substitutions, accessions, products and proceeds of such property.

The Administrative Agent shall also receive a first priority perfected pledge (subject to permitted liens) of all of the outstanding capital stock or other equity securities of the Borrower’s and Guarantors’ (i) wholly-owned domestic subsidiaries and (ii) material first-tier foreign subsidiaries (except to the extent prohibited under applicable law or otherwise requiring consent of a third party which has not been obtained and, in the case of each entity constituting a “controlled foreign corporation” under Section 957 of the Internal Revenue Code, limited to a pledge of 66% of the capital stock of each such material first-tier foreign subsidiary to the extent that the pledge of any greater percentage would result in material adverse tax consequences to the Borrower).

The Security shall ratably secure the relevant party’s obligations in respect of the Senior Credit Facility and any treasury management, interest protection or other hedging arrangements entered into with a Lender (or an affiliate thereof).

The Administrative Agent’s liens and security interests shall be evidenced by documentation mutually and reasonably satisfactory to the Administrative Agent and the Borrower.

CONDITIONS

PRECEDENT

TO CLOSING: Subject to the Limited Conditionality Provisions, the Closing (and the initial funding) of the Senior Credit Facility will be subject solely to satisfaction or waiver of the following conditions precedent:

(i) The negotiation, execution and delivery of definitive documentation in customary form (including, without limitation, customary legal opinions, corporate resolutions and other customary closing documents) for the Senior Credit Facility mutually and reasonably satisfactory to the Joint Lead Arrangers, the Administrative Agent, the Lenders and the Borrower.

(ii) Subject to the terms of clause (xii) below, (a) all filings, recordations and searches necessary in connection with the liens and security interests referred to above under Security shall have been duly made and (b) the Lenders shall have received endorsements naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies to be maintained with respect to the properties of the Borrower and its subsidiaries forming part of the Lenders’ collateral described under the section entitled “Security” set forth above.

(iii) The Acquisition shall have been or contemporaneously with the funding of the Senior Credit Facility will be consummated in material compliance with (a) applicable law and (b) the terms and provisions of Acquisition Agreement as amended, modified or supplemented from time to time in accordance with the terms hereof, without material waiver of any term or condition thereof which is materially adverse to the interests of the Lenders, except with the written consent of the Joint Lead Arrangers, which consent may not be unreasonably withheld, conditioned or delayed.

(iv) Subject to the terms of clause (xii) below and upon completion of all filings, recordings and other actions required to perfect a security interest in the applicable collateral described under the section entitled “Security” set forth above, the Administrative Agent shall have a valid and perfected first priority (subject to certain exceptions to be set forth in the loan documentation) lien and security interest in the collateral described under the section entitled “Security” set forth above.

(v) The accuracy in all material respects of the representations and warranties in the loan documentation subject to clause (xii) below.

(vi) No Material Adverse Effect (as defined in Addendum III attached hereto) with respect to any of the Target Companies has occurred since December 31, 2010. For purposes hereof, “Target Companies” means collectively, the Target and each of its direct and indirect subsidiaries.

(vii) The Administrative Agent and the Lenders shall have received the following financial statements: (i) audited financial statements for the fiscal year ended December 31, 2011 for the Borrower and its subsidiaries, (ii) company prepared financial statements for the fiscal quarter ended December 31, 2011 for the Target and its subsidiaries and (iii) within forty (40) days of

the end of each calendar month ending after execution of the Commitment Letter and at least forty (40) days prior to the Closing Date, company prepared financial statements for each such month for (A) the Borrower and its subsidiaries and (B) the Target and its subsidiaries.

(viii) (a) The ratio of consolidated total funded debt (excluding items to be mutually agreed, including (x) letters of credit outstanding under the Senior Credit Facility of up to $75 million and (y) that certain existing subordinated note of the Borrower in an amount not to exceed $1.3 million) of the Borrower and its subsidiaries at the Closing Date to the consolidated EBITDA of the Borrower and its subsidiaries for the four (4) fiscal quarter period ended at least thirty (30) days prior to the Closing Date (which ratio shall be calculated giving effect to the Acquisition and the other transactions contemplated hereby on a pro forma basis) was not greater than 4.0:1.0, (b) immediately after giving effect to the Acquisition, the Borrower shall have at least $50 million of unrestricted cash and/or availability under the Revolving Credit Facility and (c) consolidated EBITDA (subject to adjustments for the Target to be mutually agreed) of the Borrower and its subsidiaries for the four (4) fiscal quarter period ended at least thirty (30) days prior to the Closing Date (which shall be calculated giving effect to the Acquisition and the other transactions contemplated hereby on a pro forma basis) shall not be less than $82 million.

(ix) The Acquisition Agreement (including all schedules and exhibits thereto) and all other material agreements and instruments relating to the Acquisition shall not be altered, amended or otherwise changed or supplemented or any condition therein waived in any manner that would be materially adverse to the Borrower or the Lenders, except with the written consent of the Joint Lead Arrangers, which consent shall not be unreasonably withheld, conditioned or delayed. For the purposes hereof, any increase to the purchase price, any amendment to the “Xerox” provisions and any amendment to or waiver of the Acquisition Agreement representations shall be deemed to be materially adverse to the Lenders.

(x) Receipt of all material governmental and shareholder consents and approvals (including Hart-Scott-Rodino clearance) necessary in connection with the transactions contemplated hereby and expiration of all applicable waiting periods without any action being taken by any authority that could prevent or impose any materially adverse conditions on the Borrower and its subsidiaries.

(xi) Receipt by the Administrative Agent of customary evidence that the Borrower’s existing credit facility with Bank of America as administrative agent (the “Existing Credit Facility”) has been repaid in full (except to the extent that such debt is being repaid with the initial loans under the Senior Credit Facility) and provisions have been made for the termination of all liens securing the Existing Credit Facility.

(xii) Notwithstanding anything in the Summary of Terms, the Commitment Letter, the Fee Letters or the loan documentation or elsewhere to the contrary, (i) the only representations and warranties in the loan documentation the accuracy of which will be made a condition to funding on the Closing Date will be (A) such representations and warranties regarding the Target and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you or your affiliates have the right to terminate your or your affiliates’ obligations under the Acquisition Agreement or to not close thereunder as a result of a failure of such representations and warranties to be true and correct and (B) the Specified Representations (as defined below) and (ii) the terms of the loan documentation will not impair availability of the Senior Credit Facility on the Closing Date if the conditions expressly set forth in this Summary of Terms and the Commitment Letter are satisfied (it being understood that, to the extent guarantees, lien searches, insurance certificates or perfection of security interest in any collateral securing the Senior Credit Facility (the security interest in respect of which cannot be perfected by means of the filing of a UCC financing statement or delivery of stock certificates to the extent available) is not able to be provided on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the provision of such guarantee, lien searches, insurance certificates, or perfection of such security interest in such collateral will not constitute a condition precedent to the availability of the Senior Credit Facility on the Closing Date, but a security interest in such Security will be required to be perfected after the Closing Date pursuant to arrangements to be mutually agreed between the Borrower and the Administrative Agent provided that nothing herein shall limit the applicability of the individual conditions to closing expressly set forth herein and in the Commitment Letter except to the extent expressly stated to be subject to this paragraph). For purposes hereof, “Specified Representations” mean the representations and warranties of the Borrower and the Guarantors relating to legal existence, corporate power and authority; status under the Investment Company Act; solvency (to be defined in Addendum II attached hereto for purposes of the Specified Representation as to solvency made or to be made on, or as of the Closing Date); the authorization, execution and delivery, and legality, validity and enforceability, of the loan documentation; the creation, perfection and priority of liens (subject to the limitations on perfection set forth above); Federal Reserve margin regulations; Patriot Act, OFAC and other anti-terrorism laws; and no violation of, or conflict with, charter

documents or applicable law with respect to the loan documentation. Notwithstanding anything to the contrary contained herein, to the extent any of (i) the Acquisition Agreement representations are qualified or subject to “material adverse effect,” the definition thereof shall be “Material Adverse Effect” as defined in the Acquisition Agreement for purposes of any Acquisition Agreement representations made or to be made on, or as of, the Closing Date, and (ii) the Specified Representations are qualified or subject to “material adverse effect”, the definition thereof shall be “Material Adverse Effect” as defined in Addendum III attached hereto for purposes of any Specified Representations made or to be made on, or as of the Closing Date. For the avoidance of doubt, the foregoing provisions of this paragraph are sometimes referred to as the “Limited Conditionality Provisions”.

(xiii) All of the conditions precedent identified in the Commitment Letter shall have been satisfied or waived in accordance with the terms thereof.

CONDITIONS

PRECEDENT TO ALL

BORROWINGS AFTER

CLOSING DATE AFTER

THE CLOSING DATE: Usual and customary for transactions of this type, to include without limitation: (i) all representations and warranties are true and correct in all material respects as of the date of each borrowing (except to the extent such representations and warranties relate to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) no event of default under the Senior Credit Facility or incipient default has occurred and is continuing, or would result from such borrowing.

LOAN DOCUMENTATION: The definitive loan documentation for the Senior Credit Facility shall (i) contain the terms and conditions set forth in this Summary of Terms and shall be usual and customary for transactions of this kind and (ii) be negotiated in good faith to finalize the loan documentation, giving effect to clause (xii) under the “Conditions Precedent to Closing” section above, as promptly as reasonably practicable.

REPRESENTATIONS

AND WARRANTIES: The loan documentation shall contain the following representations and warranties: (i) corporate existence and status; (ii) corporate power and authority, enforceability, due execution and delivery of loan documentation; (iii) accuracy and completeness of specified financial statements and no material adverse change; (iv) no material litigation; (v) ownership of property and insurance matters; (vi) identification of subsidiaries and joint ventures; (vii) ERISA matters; (viii) status under Investment Company Act; (ix) not engaging in business of purchasing/carrying margin stock; (x) tax matters; (xi) solvency; (xii)

environmental matters; (xiii) accuracy of disclosure; (xiv) no violation of law, contracts or organizational documents; (xv) labor matters; (xvi) no required governmental or third party approvals or consents; (xvii) compliance with laws; (xviii) no default; (xix) intellectual property; (xx) subordinated debt; (xxi) compliance with laws; (xxii) perfection of security interests; (xxiii) OFAC; and (xxiv) further assurances.

COVENANTS: The loan documentation shall contain the following covenants: (i) delivery of financial statements, SEC filings, compliance certificates and notices of default, material litigation, material governmental proceedings or investigations, material ERISA and material environmental proceedings and any material change in insurance; (ii) delivery of financial and management reports related to annual or interim audits, projections, and material notices from any holder of subordinated debt; (iii) maintenance of books and records and inspection rights; (iv) maintenance of property and insurance; (v) compliance with laws; (vi) payment of obligations; (vii) maintenance of existence; (viii) use of proceeds; (ix) ERISA and environmental matters; (x) pledged assets; (xi) further assurances; (xii) limitation on incurrence of debt, liens, mergers, consolidations, sales of assets, capital expenditures and burdensome agreements; (xiii) limitation on dividends and stock redemptions (with an exception for dividends and stock redemptions so long as no default or event of default then exists and after giving effect to any such dividend or stock redemption on a pro forma basis, (a) the Consolidated Leverage Ratio (described below) does not exceed a ratio to be determined in the definitive loan documentation and (b) the Borrower is in compliance with all other financial covenants); (xiv) limitation on the prepayment of debt; (xv) limitation on investments and acquisitions (but permitting the Acquisition); (xvi) limitation on amendments of organizational documents and change in fiscal year; (xvii) limitation on transactions with affiliates and officers; (xviii) limitation on new lines of business; (xix) amendment of subordinated debt documents; (xx) changes in name, state of formation and form of organization; and (xxi) sanctions.

Financial covenants to be:

• Maintenance on a rolling four (4) quarter basis of a Maximum Leverage Ratio (total funded debt (excluding (x) letters of credit outstanding under the Senior Credit Facility of up to $75 million and (y) that certain existing subordinated note of the Borrower in an amount not to exceed $1.3 million)/EBITDA) of not greater than 4.5:1.0, with step-downs to be determined, and

• Maintenance on a rolling four (4) quarter basis of a minimum Fixed Charge Coverage Ratio (EBITDA less unfinanced¹ capital expenditures less cash taxes less cash restricted payments)/(cash interest expense plus scheduled principal repayments) of not less than 1.25:1.0, with a step-up to 1.35:1.0 to be determined.

¹  If capital expenditures are financed with proceeds of the Revolving Credit Facility such capital expenditures will be considered unfinanced capital expenditures for purposes of this calculation.

EVENTS OF

DEFAULT: The loan documentation shall contain the following events of defaults: (i) nonpayment of principal (ii) nonpayment of interest, fees or other amounts within five (5) business days; (iii) cross-default to other indebtedness, (iv) bankruptcy and insolvency defaults; (v) inability to pay debts; (vi) failure to perform or observe covenants set forth in the loan documentation within a specified period of time, where customary and appropriate; (vii) any representation or warranty proving to have been incorrect when made or confirmed; (viii) ERISA defaults in excess of an amount to be mutually agreed; (ix) judgment defaults in excess of an amount to be mutually agreed (exclusive of insurance); (x) actual invalidity of any collateral document; (xi) actual invalidity of any subordination provision with respect to any subordinated debt; and (xii) change of control (to be defined in a manner to be mutually agreed).

ASSIGNMENTS AND

PARTICIPATIONS: Revolving Credit Facility Assignments: Subject to the consents described below (which consents will not be unreasonably withheld or delayed), each Lender will be permitted to make assignments to other financial institutions in respect of the Revolving Credit Facility in a minimum amount equal to $5 million.

Term Loan Facility Assignments: Subject to the consents described below (which consents will not be unreasonably withheld or delayed), each Lender will be permitted to make assignments to other financial institutions in respect of the Term Loan Facility in a minimum amount equal to $5 million.

Consents: The consent of the Borrower will be required unless (i) an Event of Default has occurred and is continuing or (ii) the assignment is to a Lender, an affiliate of a Lender or an Approved Fund (as such term shall be defined in the loan documentation). The consent of the Administrative Agent will be required for any assignment (i) in respect of the Revolving Credit Facility to an entity that is not a Lender with a commitment under the Revolving Credit Facility, an affiliate of such Lender or an Approved Fund in respect of such Lender or (ii) of any outstanding term loan to an entity that is not a Lender, an affiliate of a Lender or an Approved Fund. The consent of the Fronting Banks and the Swingline Lender will be required for any assignment under the Revolving Credit Facility.

Assignments Generally: An assignment fee in the amount of $3,500 will be charged (to be paid by the assignee) with respect to each assignment unless waived by the Administrative Agent in its sole discretion. Each Lender will also have the right, without consent of the Borrower or the Administrative Agent, to assign as security all or part of its rights under the loan documentation to any Federal Reserve Bank. Each assignee shall represent and warrant to the Borrower that such assignee is not a competitor of the Borrower. The definitive documentation for the Senior Credit Facility shall contain a list of institutions to which no assignments

can be made, which list shall serve as the definition of “competitors” under the Senior Credit Facility.

Participations: Lenders will be permitted to sell participations with voting rights limited to significant matters such as changes in amount, rate, maturity date and releases of all or substantially all of the collateral securing the Senior Credit Facility or all or substantially all of the value of the guaranties made by the Guarantors.

Defaulting Lenders: The loan documentation shall contain customary provisions for replacement or termination of a defaulting Lender’s commitment as well as replacement of non-consenting Lenders.

WAIVERS AND

AMENDMENTS: Amendments and waivers of the provisions of the credit agreement and other definitive credit documentation will require the approval of Lenders holding loans and commitments representing more than 50% of the aggregate amount of loans and commitments under the Senior Credit Facility, except that the consent of all the Lenders affected thereby (other than defaulting Lenders) shall be required with respect to (i) increases in the commitment of such Lenders, (ii) reductions of principal, interest or fees, (iii) extensions of scheduled maturities or times for payment and (iv) releases of all or substantially all of the Guarantors or the collateral.

INDEMNIFICATION: The Borrower will indemnify and hold harmless the Administrative Agent, the Joint Lead Arrangers, each Lender and their respective affiliates and their officers, directors, employees, agents and advisors from and against all losses, liabilities, claims, damages or expenses arising out of or relating to the Senior Credit Facility, the Borrower’s use of loan proceeds or the commitments, including, but not limited to, reasonable and documented out-of-pocket attorneys’ fees and settlement costs, except for such losses, liabilities, claims, damages or expenses which are the result of the gross negligence, bad faith or willful misconduct of the Administrative Agent, Joint Lead Arrangers or any Lender. This indemnification shall survive and continue for the benefit of all such persons or entities.

GOVERNING LAW: State of Illinois (except that the determination of a Material Adverse Effect (as defined in Addendum III attached hereto) on the Closing Date and the Borrower’s right to terminate its obligations under the Acquisition Agreement shall be governed by the laws of the State of Delaware).

PRICING/FEES/

EXPENSES: As set forth in Addendum I.

OTHER: Each of the parties shall (i) waive its right to a trial by jury and (ii) submit to Illinois jurisdiction.

ADDENDUM I

PRICING, FEES AND EXPENSES

INTEREST RATES: The interest rates per annum applicable to the Senior Credit Facility (other than in respect of Swingline Loans) will be LIBOR plus the Applicable Margin (as hereinafter defined) or, at the option of the Borrower, the Base Rate (to be defined as the highest of (x) the Bank of America prime rate, (y) the Federal Funds rate plus 0.50% and (z) a daily rate equal to one-month LIBOR plus 1.0%) plus the Applicable Margin. “Applicable Margin” means a percentage per annum to be determined in accordance with the performance pricing grid set forth below, based on the Consolidated Leverage Ratio. Each Swingline Loan shall bear interest at the Base Rate plus the Applicable Margin for Base Rate loans.

The Borrower may select interest periods of one, two, three or six months for LIBOR loans, subject to availability. Interest shall be payable at the end of the selected interest period, but no less frequently than quarterly. Interest on the Base Rate loans shall be payable quarterly in arrears.

During the continuance of any default under the loan documentation, the Applicable Margin on obligations owing under the loan documentation shall increase by 2% per annum (subject, in all cases other than a default in the payment of principal when due, to the request of the Required Lenders).

COMMITMENT FEE: Commencing on the Closing Date, a commitment fee equal to the percentage per annum determined in accordance with the performance pricing grid set forth below shall be payable on the actual daily unused portions of the Revolving Credit Facility of each Lender (other than any defaulting Lender). Such fee shall be payable quarterly in arrears, commencing on the first quarterly payment date to occur after the Closing Date. Swingline Loans will not be considered utilization of the Revolving Credit Facility for purposes of this calculation.

LETTER OF

CREDIT FEES: The Borrower will pay a per annum fee (the “Letter of Credit Fee”), determined in accordance with the performance pricing grid set forth below, on the maximum amount available to be drawn under each Letter of Credit. Such fees will be (a) payable quarterly in arrears, commencing on the first quarterly payment date to occur after the Closing Date and (b) share proportionately by the Lenders (other than any defaulting Lender) under the Revolving Credit Facility. In addition, a fronting fee shall be payable to each Fronting Bank for its own account, in an amount to be mutually agreed.

APPLICABLE MARGIN: The Commitment Fee and the Applicable Margin for the Loans and Letter of Credit Fees, for any fiscal quarter, shall be the applicable rate per annum determined in accordance with the pricing grid set forth below, based on the Consolidated Leverage Ratio determined as of the last day of the immediately preceding fiscal quarter. Until the delivery of the financial statements and

compliance certificate for the first full fiscal period ending after the Closing Date, (a) the Applicable Margin shall be (i) 3.25% per annum, in the case of LIBOR loans, and (ii) 2.25% per annum, in the case of Base Rate loans, (b) the commitment fee shall be 0.40% per annum and (c) the Letter of Credit Fee shall be 3.25% per annum.

Pricing Level	Consolidated Leverage Ratio	Applicable Margin for  LIBOR Loans	Letter of Credit Fee	Applicable Margin for Base Rate Loans	Commitment Fee
I	> 4.00 to 1.0	3.50%	3.50%	2.50%	0.45%
II	> 3.50 to 1.0 but < 4.00 to 1.0	3.25%	3.25%	2.25%	0.40%
III	> 3.00 to 1.0 but < 3.50 to 1.0	3.00%	3.00%	2.00%	0.35%
IV	> 2.50 to 1.0 but < 3.00 to 1.0	2.75%	2.75%	1.75%	0.30%
V	< 2.50 to 1.0	2.25%	2.25%	1.25%	0.30%

CALCULATION OF

INTEREST AND FEES: Other than calculations in respect of interest at the Base Rate (which shall be made on the basis of actual number of days elapsed in a 365/366 day year), all calculations of interest and fees shall be made on the basis of actual number of days elapsed in a 360 day year.

COST AND YIELD

PROTECTION: Customary for transactions and facilities of this type, including, without limitation, in respect of customary breakage costs incurred in connection with prepayments, changes in capital adequacy and capital requirements or their interpretation, illegality, unavailability, reserves without proration or offset and payments free and clear of withholding or other taxes.

EXPENSES: The Borrower will pay all reasonable and documented out-of-pocket costs and expenses associated with the preparation, due diligence, administration, syndication and closing of all loan documentation, including, without limitation, the legal fees of one primary counsel to the Administrative Agent and the Joint Lead Arrangers, regardless of whether or not the Senior Credit Facility is closed. The Borrower will also pay the expenses of the Administrative Agent and each Lender in connection with the enforcement of any of the loan documentation.

ADDENDUM II

CLOSING DATE SOLVENCY

“Solvency” when used with respect to any Person, means that, as of any date of determination, (a) the amount of the “fair saleable value” of the assets of such Person will, as of such date, exceed (i) the value of all “liabilities of such Person, including contingent and other liabilities”, as of such date, as such quoted terms are generally determined in accordance with applicable federal laws governing determinations of the insolvency of debtors, and (ii) the amount that will be required to pay the probable liabilities of such Person on its existing debts (including contingent liabilities) as such debts become absolute and matured, (b) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged following such date, and (c) such Person will be able to pay its liabilities, including contingent and other liabilities, as they mature. For purposes of this definition, “not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged” and “able to pay its liabilities, including contingent and other liabilities, as they mature” means that such Person will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet its obligations as they become due.

For purposes hereof, “Person” means any individual, sole proprietorship, general partnership, limited partnership, limited liability company, joint venture, trust, unincorporated association, corporation, governmental authority or other entity or group (which term will include a “group” as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended).

ADDENDUM III

CLOSING DATE MATERIAL ADVERSE EFFECT

“Material Adverse Effect” means, with respect to any Person, any event, circumstance, development, change or effect that, individually or in the aggregate with all other such events, circumstances, developments, changes and effects, (i) would reasonably be expected to materially adversely affect the ability of such Person to consummate the Acquisition, or to perform its obligations hereunder, in a timely manner or (ii) has had, or would reasonably be expected to have, a material adverse affect on the business, operations, assets, liabilities, financial condition or results of operations of such Person and its subsidiaries, taken as a whole, other than any event, state of facts, circumstance, development, change or effect directly resulting from: (a) changes in general economic, regulatory or political conditions or changes affecting the economy or securities or financial markets in general; (b) a material worsening of current conditions caused by an act of terrorism or war (whether declared or not declared) occurring after the date hereof, or any natural disasters or any national or international calamity affecting the United States occurring after the date hereof; (c) any general downturn in the industry in which such Person or any of its subsidiaries operates, except, in the case of clauses (a), (b) and (c), to the extent such changes or developments have a disproportionate impact on the business, assets, liabilities, condition or results of operations of such Person and its subsidiaries, taken as a whole, relative to other participants in the industry in which such Person and its subsidiaries conducts their businesses; (d) any change in the market price or trading volume of such Person’s securities in and of itself; (e) any changes after the date hereof in U.S generally accepted accounting principles or any change in laws or the interpretation thereof; (f) the public announcement of the Acquisition and the transactions contemplated hereby; or (g) any communication by or on behalf of the Borrower (i) made publicly in violation of the Acquisition Agreement or (ii) made to employees of any of the Target Companies generally without the prior express written consent of the Target, in each case regarding plans or intentions of the Borrower with respect to any of the Target Companies, or their respective businesses or employees (provided that this clause (g) shall be applicable to a determination of whether a Material Adverse Effect exists or has occurred with respect to the Target Companies only).

For purposes hereof, “Person” means any individual, sole proprietorship, general partnership, limited partnership, limited liability company, joint venture, trust, unincorporated association, corporation, governmental authority or other entity or group (which term will include a “group” as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended).

JOINDER TO COMMITMENT LETTER

February 28, 2012

Standard Parking Corporation

900 North Michigan Avenue

Chicago, Illinois 60611

Merrill Lynch, Pierce, Fenner & Smith Incorporated

214 North Tryon Street

Charlotte, North Carolina 28255

Wells Fargo Securities, LLC

230 West Monroe Street, 25^th Floor

Chicago, IL 60606

J.P. Morgan Securities LLC

10 South Dearborn Street

Chicago, IL 60603

Ladies and Gentlemen:

We refer to the Commitment Letter, including the Summary of Terms, among Standard Parking Corporation (the “Borrower”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), Bank of America, N.A. (“Bank of America”), Wells Fargo Bank, N.A. (“Wells Fargo”), Wells Fargo Securities, LLC (“WFS”), JPMorgan Chase Bank, N.A. (“JPM”) and J.P. Morgan Securities LLC (“JPMS”), dated February 28, 2012 (the “Commitment Letter”). Capitalized terms used herein but not otherwise defined have the meanings provided in the Commitment Letter.

US Bank National Association (the “Additional Lender”) hereby joins the Commitment Letter and agrees that is shall be deemed a party to the Commitment Letter as a “Commitment Party” thereunder and bound by the provisions of the Commitment Letter as a Commitment Party thereunder. Furthermore, subject to each of the terms and conditions set forth in the Commitment Letter (including, without limitation, the rights of an Indemnified Party thereunder) and the Summary of Terms, the Additional Lender is pleased to commit $50 million of the Senior Credit Facility pursuant to the terms and conditions of the Commitment Letter and the Summary of Terms.

No amendment, waiver or modification of any provision hereof shall be effective unless in writing and signed by the parties hereto and then only in the specific instance and for the specific purpose for which given. This letter agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this letter agreement by facsimile, e-mail or other electronic transmission shall be effective as delivery of a manually executed counterpart of this letter agreement.

The Borrower agrees this letter is confidential and is subject to the confidentiality provisions contained in the Commitment Letter.

We are pleased to have the opportunity to work with you in connection with this important financing.

Yours sincerely, US BANK NATIONAL ASSOCIATION
By:	/s/ Mark A. Utlaut
Name:	Mark A. Utlaut
Title:	Vice President

JOINDER AGREEMENT TO COMMITMENT LETTER

ACCEPTED AND AGREED: STANDARD PARKING CORPORATION
By:	/s/ G. Mark Baumann
	Name:	G. Mark Baumann
	Title:	Executive Vice President and Chief Financial Officer

JOINDER TO COMMITMENT LETTER

STANDARD PARKING CORPORATION

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ Mark N. Post
Name:	Mark N. Post
Title:	Director

BANK OF AMERICA, N.A.
By:	/s/ Jason E. Guerra
Name:	Jason E. Guerra
Title:	Vice President

JOINDER TO COMMITMENT LETTER

STANDARD PARKING CORPORATION

WELLS FARGO BANK, N.A.
By:	/s/ Peg Laughlin
Name:	Peg Laughlin
Title:	SVP

WELLS FARGO SECURITIES, LLC
By:	/s/ Edward L. Hocter
Name:	Edward L. Hocter
Title:	Director/ Debt Capital Markets

JOINDER TO COMMITMENT LETTER

STANDARD PARKING CORPORATION

JPMORGAN CHASE BANK, N.A.
By:	/s/ Michael A. Berent
Name:	Michael A. Berent
Title:	V.P.

J.P. MORGAN SECURITIES LLC
By:	/s/ James McHugh
Name:	James McHugh
Title:	Executive Director

JOINDER TO COMMITMENT LETTER

STANDARD PARKING CORPORATION

JOINDER TO COMMITMENT LETTER

February 28, 2012

Standard Parking Corporation

900 North Michigan Avenue

Chicago, Illinois 60611

Merrill Lynch, Pierce, Fenner & Smith Incorporated

214 North Tryon Street

Charlotte, North Carolina 28255

Wells Fargo Securities, LLC

230 West Monroe Street, 25^th Floor

Chicago, IL 60606

J.P. Morgan Securities LLC

10 South Dearborn Street

Chicago, IL 60603

Ladies and Gentlemen:

We refer to the Commitment Letter, including the Summary of Terms, among Standard Parking Corporation (the “Borrower”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), Bank of America, N.A. (“Bank of America”), Wells Fargo Bank, N.A. (“Wells Fargo”), Wells Fargo Securities, LLC (“WFS”), JPMorgan Chase Bank, N.A. (“JPM”) and J.P. Morgan Securities LLC (“JPMS”), dated February 28, 2012 (the “Commitment Letter”). Capitalized terms used herein but not otherwise defined have the meanings provided in the Commitment Letter.

First Hawaiian Bank (the “Additional Lender”) hereby joins the Commitment Letter and agrees that is shall be deemed a party to the Commitment Letter as a “Commitment Party” thereunder and bound by the provisions of the Commitment Letter as a Commitment Party thereunder. Furthermore, subject to each of the terms and conditions set forth in the Commitment Letter (including, without limitation, the rights of an Indemnified Party thereunder) and the Summary of Terms, the Additional Lender is pleased to commit $35 million of the Senior Credit Facility pursuant to the terms and conditions of the Commitment Letter and the Summary of Terms.

No amendment, waiver or modification of any provision hereof shall be effective unless in writing and signed by the parties hereto and then only in the specific instance and for the specific purpose for which given. This letter agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this letter agreement by facsimile, e-mail or other electronic transmission shall be effective as delivery of a manually executed counterpart of this letter agreement.

The Borrower agrees this letter is confidential and is subject to the confidentiality provisions contained in the Commitment Letter.

We are pleased to have the opportunity to work with you in connection with this important financing.

Yours sincerely, FIRST HAWAIIAN BANK
By:	/s/ Dawn Hofmann
Name:	Dawn Hofmann
Title:	Vice President

STANDARD PARKING CORPORATION

JOINDER AGREEMENT TO COMMITMENT LETTER

ACCEPTED AND AGREED: STANDARD PARKING CORPORATION
By:	/s/ G. Mark Baumann
	Name:	G. Mark Baumann
	Title:	Executive Vice President and Chief Financial Officer

JOINDER TO COMMITMENT LETTER

STANDARD PARKING CORPORATION

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ Mark N. Post
Name:	Mark N. Post
Title:	Director

BANK OF AMERICA, N.A.
By:	/s/ Jason E. Guerra
Name:	Jason E. Guerra
Title:	Vice President

JOINDER TO COMMITMENT LETTER

STANDARD PARKING CORPORATION

WELLS FARGO BANK, N.A.
By:	/s/ Peg Laughlin
Name:	Peg Laughlin
Title:	SVP

WELLS FARGO SECURITIES, LLC
By:	/s/ Edward L. Hocter
Name:	Edward L. Hocter
Title:	Director/ Debt Capital Markets

JOINDER TO COMMITMENT LETTER

STANDARD PARKING CORPORATION

JPMORGAN CHASE BANK, N.A.
By:	/s/ Michael A. Berent
Name:	Michael A. Berent
Title:	V.P.

J.P. MORGAN SECURITIES LLC
By:	/s/ James McHugh
Name:	James McHugh
Title:	Executive Director

JOINDER TO COMMITMENT LETTER

STANDARD PARKING CORPORATION

EX-99.1

Exhibit 99.1

FORM OF REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of [            ], 2012, is by and among Standard Parking Corporation, a Delaware corporation (the “Company”), and the undersigned holders (each, a “Holder” and collectively, the “Holders”).

RECITALS:

WHEREAS, pursuant to the Agreement and Plan of Merger (as amended from time to time in accordance with its terms, the “Merger Agreement”), dated as of February [    ], 2012, by and among the Company, KCPC Holdings, Inc., a Delaware corporation (“Central”), Hermitage Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Kohlberg CPC Rep, L.L.C., a Delaware limited liability company in its capacity as the Stockholders’ Representative thereunder, among other things, at the effective time of the Merger (the “Effective Time”), Merger Sub will be merged with and into Central, with Central surviving the Merger, on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”);

WHEREAS, at the Effective Time, each Holder will be entitled to receive the number of shares of Parent Common Stock equal to the Number of Closing Shares Per Holder for such Holder (collectively, the “Acquired Shares”); and

WHEREAS, the Company desires to provide the Holders with certain registration rights with respect to the Acquired Shares under the Securities Act on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holders, intending to be legally bound, agree as follows:

ARTICLE I.

DEFINITIONS.

Capitalized terms used in this Agreement and not defined herein have the meanings ascribed to such terms in the Merger Agreement. In addition, the following terms shall have the corresponding meanings for purposes of this Agreement.

“Acquired Shares” has the meaning set forth in the Recitals.

“Agreement” has the meaning set forth in the Preamble.

“Availability Date” has the meaning set forth in Section 4.01(k).

“Central” has the meaning set forth in the Recitals.

“Company” has the meaning set forth in the Preamble.

“Deferral Notice” has the meaning set forth in Section 2.01(e)(ii).

“Deferral Period” has the meaning set forth in Section 2.01(e)(ii).

“Demand Underwritten Offering” has the meaning set forth in Section 4.02(a).

“Effective Time” has the meaning set forth in the Recitals.

“Free Writing Prospectus” means any “free writing prospectus” (as defined in Rule 405 under the Securities Act) relating to any Registration Statement.

“Filing Deadline” means the date that is six (6) months after the Effective Time; provided, however, that if the Filing Deadline falls on a Saturday, Sunday or any other day that the SEC is closed for business, the Filing Deadline shall be extended to the next Business Day on which the SEC is open for business.

“FINRA” means the Financial Industry Regulatory Authority (or successor thereto).

“Form S-3” means such form of registration statement under the Securities Act as in effect on the date hereof or any successor form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC after the effective date of such registration statement.

“Holder” has the meaning set forth in the Preamble.

“Indemnified Party” has the meaning set forth in Section 7.03(a).

“Indemnifying Party” has the meaning set forth in Section 7.03(a).

“Information Request” has the meaning set forth in Section 5.01.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to any Registration Statement.

“Lock-Up Period” has the meaning set forth in Section 5.04.

“Losses” has the meaning set forth in Section 7.01.

“Merger” has the meaning set forth in the Recitals.

“Merger Agreement” has the meaning set forth in the Recitals.

“Other Securities” means all shares of Parent Common Stock and all other securities issued by the Company (other than Registrable Securities).

“Permitted Delay” has the meaning set forth in Section 2.01(e).

“Piggyback Registration” has the meaning set forth in Section 3.01.

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“Principal Market” means, with respect to the Parent Common Stock, the Nasdaq Global Select Market; provided, however, that, if at any time after the date of this Agreement the principal national stock exchange or trading market for the Parent Common Stock is not the Nasdaq Global Select Market, “Principal Market” shall at such time mean, with respect to the Parent Common Stock, such other national stock exchange or trading market.

“Prospectus” means the prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, any Issuer Free Writing Prospectus, and all other amendments and supplements to the Prospectus, including pre- and post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in the Prospectus.

“Register,” “registered,” and “registration” refer to a registration effected by preparing and filing one or more Registration Statements in compliance with the Securities Act and the declaration or ordering of effectiveness of such Registration Statements by the SEC.

“Registrable Securities” means (i) the Acquired Shares and (ii) any shares of capital stock of the Company issued or issuable with respect to the Acquired Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise; provided, however, that any Registrable Securities shall cease to be Registrable Securities upon the earliest to occur of (1) the date upon which such Registrable Securities are sold or exchanged by a Person pursuant to an effective Registration Statement or in compliance with Rule 144, (2) the date upon which reputable U.S. counsel shall have delivered a written opinion addressed to the Company and the Company’s transfer agent, in form and substance reasonably satisfactory to the Company and the Holder of such Registrable Securities, that all remaining Registrable Securities beneficially held by such Holder may be freely sold without registration under the Securities Act under Rule 144 without being subject to the volume limitations and manner of sale restrictions contained therein and that, accordingly, any restrictive legend included on the certificates representing such Registrable Securities may be removed and, if such Holder shall have thereafter surrendered such certificates to the Company’s transaction agent, the Company shall have caused the Company’s transfer agent to deliver to such Holder stock certificates representing such shares of Parent Common Stock without any restrictive legends thereon, or (3) the date upon which such Registrable Securities shall otherwise have ceased to be outstanding.

“Registration Period” has the meaning set forth in Section 2.01(b).

“Registration Statement” means a registration statement or registration statements of the Company filed with the SEC under the Securities Act covering Registrable Securities.

“Required Holders” means the holders of a majority of the outstanding Registrable Securities at any time.

“Required Participating Holders” means, with respect to any offering, the holders of a majority of the outstanding Registrable Securities that have elected to participate in such offering.

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“Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“Rule 415 Limitation” has the meaning set forth in Section 2.01(a).

“Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

“Shelf Registration” has the meaning set forth in Section 2.01(a).

“Trading Day” means any day on which the Parent Common Stock is traded on the Principal Market; provided that “Trading Day” shall not include any day on which the Parent Common Stock is scheduled to trade, or actually trades, on the Principal Market for less than 4.5 hours.

“Valid Business Reason” has the meaning set forth in Section 2.01(e).

ARTICLE II.

SHELF REGISTRATION.

Section 2.01. Shelf Registration.

(a) The Company shall prepare and file with the SEC, no later than the Filing Deadline, a “shelf” Registration Statement on Form S-3 (if the Company is then eligible to use Form S-3 or any comparable or successor form or forms or any similar short form registration covering the resale of such Registrable Securities for which the Company is then eligible) relating to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution requested by the Holders to be set forth in the Registration Statement and Rule 415 (together with any additional registration statements filed to register any Registrable Securities, including those that were subject to a Rule 415 Limitation, the “Shelf Registration”). In no event shall the Company be obligated to effect any Shelf Registration other than pursuant to a Form S-3 (or any comparable or successor form or forms or any similar short form registration covering the resale of such Registrable Securities) if the Company is then eligible to use Form S-3 (or such comparable or successor form) for the registration of the Holder Shares under the Securities Act. If the Company is not eligible to use Form S-3 (or such comparable or successor form) at the time of filing of a Registration Statement pursuant to this Article II, the Company will use Form S-1 (or such comparable or successor form thereto) to effect such registration and will undertake to register the Registrable Securities on Form S-3 (or such comparable or successor form thereto) promptly after such form is available for use by the Company; provided that the Company shall not be obligated to keep effective any Shelf Registration on Form S-1 for a period in excess of one hundred eighty (180) days in any twelve (12) month period (treating, for purposes of such determination, any days included in any Deferral Period as days during which such Shelf Registration is not effective); provided further, that upon regaining eligibility to use Form S-3 (or any comparable or successor form), the Company shall promptly file a Shelf Registration on Form S-3 (or such comparable or successor form thereto), which may be in the form of a post-effective amendment to a Shelf Registration on Form S-1, covering all of the then Registrable Securities and, subject to the

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immediately preceding proviso, will maintain the effectiveness of the Shelf Registration on Form S-1 (or such comparable or successor form) then in effect until such time as a Shelf Registration on Form S-3 (or such comparable or successor form thereto) covering the Registrable Securities has been declared effective by the SEC. If the Company continues to not be eligible to use Form S-3 (or such comparable or successor form thereto) to register the Registrable Securities after the one hundred eighty (180) day period referred to above has expired in respect of the most recent Shelf Registration on Form S-1 (or such comparable or successor form thereto), the Company will, upon the written request of one or more Holders file another Shelf Registration on Form S-1 (or such comparable or successor form thereto) covering the Registrable Securities subject to the same limitations regarding maintenance of effectiveness as described above; provided that the Company shall not be obligated to file more than one (1) Shelf Registration on Form S-1 (or such comparable or successor form thereto), together with any amendments thereto, in any calendar year and shall not be obligated to file a Shelf Registration on Form S-1 (or such comparable or successor form thereto), other than the initial Shelf Registration on Form S-1, until the date that is ninety (90) days after the expiration of the one hundred eighty (180) day period referred to above in respect of the immediately preceding Shelf Registration on Form S-1 (or such comparable or successor form thereto). Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Article II to be declared effective under the Securities Act as promptly as reasonably possible after the filing thereof. The Company shall use its commercially reasonable efforts to address any comments from the SEC regarding any such Registration Statement and to advocate with the SEC for the registration of all Registrable Securities. Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the Registrable Securities on a Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders (a “Rule 415 Limitation”) or otherwise, such Registration Statement shall register the resale of a number of Registrable Securities which is equal to the maximum number of shares as is permitted by the SEC, and, subject to the provisions of this Section 2.01, the Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as reasonably practicable in accordance with the applicable rules, regulations and guidance of the SEC. In such event, the number of Registrable Securities to be registered for each Holder in such Registration Statement shall be reduced pro rata among all Holders.

(b) Subject to Section 2.01(a) with respect to Shelf Registration on Forms S-1, the Company shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act and, subject to Section 2.01(d), useable for resale of all of the Registrable Securities included therein, to re-file such Registration Statement upon its expiration, to file another Registration Statement to register any Registrable Securities subject to a Rule 415 Limitation promptly upon the occurrence of any circumstance or event that would permit the registration of such Registrable Securities (and to cause such additional Registration Statement to become effective) and, subject to Section 4.02(c), to reasonably cooperate in any shelf take down, by amending or supplementing the Prospectus related to such Registration Statement as may be reasonably requested by each Holder, or as otherwise required for it to be available for resales by each Holder of the Registrable Securities, until the earlier of (x) the date upon which the Registrable Securities held by such Holder cease to be Registrable Securities, (y) the date that all Registrable Securities (including for the avoidance of doubt any Registrable Securities that were subject to any Rule 415 Limitation) held by such Holder have been sold and (z) the seventh anniversary of the date on which the Shelf Registration is first declared effective by the SEC shall be referred to herein as the “Registration Period.”

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(c) Upon receipt of a written request from any Holder, the Company shall, within fifteen (15) Business Days of such receipt but subject to any Rule 415 Limitation, file such amendments to a Shelf Registration or supplements to a related Prospectus as are reasonably necessary to permit such Holder to effect sales of such Registrable Securities pursuant to such Shelf Registration.

(d) Notwithstanding anything set forth herein to the contrary, prior to the third anniversary of the Effective Time, no Holder shall, or shall be entitled to, make any offers or sales of Registrable Securities pursuant to a Shelf Registration except in a firm commitment underwritten public offering as provided in Section 4.02.

(e) If (A) the SEC issues a stop order suspending the effectiveness of the Registration Statement or initiates proceedings with respect to the Registration Statement under Section 8(d) or 8(e) of the Securities Act or (B) the Board, in its good faith judgment, determines that the filing of a Registration Statement pursuant to this Section 2.1, or any amendment or supplement thereto, should be delayed (with respect to the initial filing or otherwise), or offers and/or sales of Registrable Securities suspended (any such delay or suspension, a “Permitted Delay”), because such delay or suspension (as applicable) is necessary to (a) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company, (b) prevent the registration or public offering contemplated thereby from having a material adverse effect on (i) a proposal or plan by the Company or any of its Subsidiaries to engage in a material acquisition of assets or securities (other than in the ordinary course of business), merger, consolidation, tender offer, recapitalization, reorganization or other transaction, or (ii) the business, operations or management of the Company or any of its Subsidiaries, or (c) amend or supplement the affected Registration Statement or the related prospectus so that such Registration Statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances under which made, not misleading (a “Valid Business Reason”):

(i) in the case of clause (A) above, subject to clause (ii) below, as promptly as reasonably practicable, the Company shall take such action as is necessary to eliminate the stop order and, to the extent applicable, cause the Registration Statement to become effective, including preparing and filing, if necessary pursuant to applicable law, a post-effective amendment to such Registration Statement or a supplement to the related prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and related prospectus so that (1) such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (2) such prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, in the case of a post-effective amendment to the Registration Statement, subject to the remainder of this Section 2.01(e), use commercially reasonable efforts to cause it to be declared effective as promptly as is reasonably practicable;

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(ii) the Company shall promptly notify the Holders in writing of the Permitted Delay (a “Deferral Notice”) and, subject to Section 2.01(e)(iii) below, the expected duration of the Permitted Delay (such period of the Permitted Delay, a “Deferral Period”). Upon receipt of any Deferral Notice, the Holders shall immediately suspend making any offers or sales pursuant to the Registration Statement until such Holders are advised in writing by the Company that the Registration Statement and the related prospectus may be used for such purpose, and, if applicable, have received copies of any supplemented or amended prospectus and any other additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus; and

(iii) the Company will use its commercially reasonable efforts to ensure that the use of the Prospectus with respect to such Registration Statement may be resumed (x) in the case of clause (A) above, as promptly as is reasonably practicable and (y) in the case of clause (B) above, as soon as, in the reasonable good faith judgment of the Company there is no Valid Business Reason to continue such suspension and postponement. The Company shall give written notice to the Holders of the termination of the Deferral Period promptly thereafter. Notwithstanding anything to the contrary contained herein, in no event shall (A) a single Deferral Period arising from a Valid Business Reason exceed sixty (60) consecutive days, (B) a Deferral Period arising from a single Valid Business Reason be invoked more than once in any six (6) month period, or (C) the aggregate number of days included in Deferral Periods invoked by the Company exceed ninety (90) days in any one (1) year period.

ARTICLE III.

PIGGYBACK REGISTRATIONS.

Section 3.01. Right to Piggyback. Whenever, during the period beginning on the date hereof and ending on the expiration of the Registration Period, the Company proposes to register any of its shares of Parent Common Stock under the Securities Act in connection with a firm commitment underwritten public offering of such shares of Parent Common Stock for cash and the registration form to be used may be used for the registration of the Registrable Securities (a “Piggyback Registration”), the Company shall give written notice, delivered at least 20 days prior to the initial filing of a Registration Statement with the SEC, to the Holders of Registrable Securities of the Company’s intention to effect such a registration and, subject to Section 3.02, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusions therein within 10 days after the Company gives such notice.

Section 3.02. Priority on Piggyback Registrations. Notwithstanding the foregoing, (i) if a Piggyback Registration is a firm commitment underwritten primary offering on behalf of the Company and the managing underwriters advise the Company in writing that, in their good faith opinion, the number of securities requested to be included in such Piggyback Registration exceeds the number or aggregate dollar amount of such securities that can be sold in such offering without adversely affecting the marketability of such offering of the Company’s securities (including an adverse effect on the per share offering price), the Company will include in such

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registration: (a) first, the Other Securities that the Company proposes to sell, (b) second, the number of Registrable Securities requested to be included in such Piggyback Registration by the Holders that, in the opinion of such underwriters, can be sold, pro rata based on the number of Registrable Securities that each such Holder has requested be included in such Piggyback Registration, and (c) third, any Other Securities of any other holders requested to be included in such registration that, in the opinion of such underwriters, can be sold, or (ii) if a Piggyback Registration is a firm commitment underwritten secondary registration solely on behalf of holders of Other Securities (other than the Holders) and the managing underwriters advise the Company in writing that, in their good faith opinion, the number of securities requested to be included in such Piggyback Registration exceeds the number or aggregate dollar amount of such securities that can be sold in such offering without adversely affecting the marketability of such offering of the Company’s securities (including an adverse effect on the per share offering price), the Company will include in such registration: (a) first, the Other Securities requested to be included therein by the holders requesting such registration, (b) second, the Other Securities that the Company proposes to sell, (c) third, the number of Registrable Securities requested to be included in such Piggyback Registration by the Holders that, in the opinion of such underwriters, can be sold, pro rata based on the number of Registrable Securities that each such Holder has requested be included in such Piggyback Registration, and (d) fourth, the number of Other Securities proposed to be sold by all other holders that, in the opinion of such underwriters, can be sold.

Section 3.03. Selection of Underwriters. The underwriters for any Piggyback Registration shall be selected by the Company; provided that the selected underwriters shall be of national reputation in the United States and shall be reasonably acceptable to the Required Participating Holders.

ARTICLE IV.

OTHER REGISTRATION MATTERS.

Section 4.01. Company’s Obligations. Whenever the Company is obligated to file a Registration Statement with the SEC pursuant to Article II, the Company shall use its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:

(a) make all required filings with FINRA;

(b) subject to Section 2.01(a), prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the Registration Period and to comply with the provisions of the Securities Act and the Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby;

(c) provide copies to and permit counsel designated by the Holders to review the Registration Statement and all amendments and supplements thereto no fewer than three Business Days prior to their filing with the SEC and not file any document to which such counsel reasonably objects;

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(d) notify the Holders, Holders’ counsel and the managing underwriter(s) of any underwritten offering, if any, (i) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or any post-effective amendment to the Registration Statement or any Free Writing Prospectus has been filed and, with respect to such Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC for amendments or supplements to such Registration Statement or to such Prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose; and (iv) of the suspension of the qualification of such securities for offering or sale in any jurisdiction, or the institution of any proceedings for any such purposes;

(e) furnish to the Holders and their legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company (but not later than two Business Days after the filing date, receipt date or sending date, as the case may be) one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to the Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as each Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder that are covered by the Registration Statement;

(f) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness with respect to the Registration Statement and (ii) if any such order is issued, obtain the withdrawal of any such order as soon as reasonably possible;

(g) prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate with the Holders and their counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky Laws of such jurisdictions requested by the Holder and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4.01(g), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 4.01(g), or (iii) file a general consent to service of process in any such jurisdiction;

(h) use commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed on the Principal Market;

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(i) promptly notify the Holders, at any time prior to the end of the Registration Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such Holder a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; provided, that the Company shall advise the Holders and the managing underwriters in writing to cease all sales under the Registration Statement until such supplement is filed with the SEC or the effective date of such amendment, as applicable, and such Holders and the managing underwriters shall not engage in any such sales until the filing date of such supplement or the effective date of such amendment, as applicable;

(j) file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at any time during the Registration Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities;

(k) make available to its security holders not later than the Availability Date (as defined below), an earnings statement covering a period of at least 12 months, beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act, including Rule 158 promulgated thereunder (for the purpose of this Section 4.01(k), “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter);

(l) at the reasonable request of a Holder in the context of applicable securities Laws, make available, during normal business hours, for inspection and review by the Holder, and advisors to and representatives of such Holder, all financial and other records, all SEC filings, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Holders or any such representative, advisor or underwriter in connection with such Registration Statement (including in response to questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Holders and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement, subject to each such Person executing and delivering to the Company a confidentiality agreement, in form and substance reasonably acceptable to the Company, prior to the commencement of any such due diligence investigation;

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(m) at the reasonable request of the Required Participating Holders, make appropriate senior executives of the Company available to present to potential investors customary “road show” material in accordance with the recommendations of the managing underwriters and in all respects consistent with other offerings of securities in an offering of a similar size to such offering of Registrable Securities;

(n) use its commercially reasonable efforts to cooperate with the Holders and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold under the Registration Statement in a form eligible for deposit with the Depository Trust Corporation not bearing any restrictive legends (other than as required by the Depository Trust Corporation) and not subject to any stop transfer order with any transfer agent, and cause such Registrable Securities to be issued in such denominations and registered in such names as the managing underwriter(s), if any, may request in writing or, in accordance with the instructions of the Holders;

(o) enter into such agreements (including underwriting agreements with customary provisions) and take all such other actions as the Holders or the managing underwriter(s), if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;

(p) in connection with an underwritten offering, obtain one or more comfort letters, addressed to each of the managing underwriter(s) and dated the date of the closing under the underwriting agreement for such offering, signed by the independent public accountants who have issued an audit report on the Company’s financial statements included in such Registration Statement in customary form and covering such matters of the type customarily covered by comfort letters as such Holders reasonably request;

(q) in connection with an underwritten offering, provide legal opinions of the Company’s outside counsel (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriter(s)) addressed to each of the managing underwriter(s) and dated the date of the closing under the underwriting agreement, with respect to the Registration Statement, each amendment and supplement thereto (including the preliminary prospectus) and such other documents relating thereto, in customary form and covering such matters of the type customarily covered by legal opinions of such nature and such other matters as may be reasonably requested by the managing underwriter(s); and

(r) use its commercially reasonable efforts to take or cause to be taken all other actions, and do and cause to be done all other things, reasonably necessary or reasonably advisable in the opinion of the Holders’ counsel to effect the registration of such Registrable Securities contemplated hereby.

Section 4.02. Underwritten Offerings.

(a) At any time that a Shelf Registration covering Registrable Securities is effective, if the Required Holders deliver notice to the Company stating that they intend to effect an underwritten offering of all or part of its Registrable Securities included on the Shelf Registration (a “Demand Underwritten Offering”), the Company shall amend or supplement the Shelf Registration or related

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Prospectus as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the underwritten offering. The managing underwriter(s) to administer such underwritten offering shall be chosen by the Required Holders; provided that the chosen underwriters shall be of national reputation in the United States and shall be subject to the prior written approval, not to be unreasonably withheld, of the Company. In connection with any underwritten offering, in the event that the managing underwriter(s) advise the Company and the Holders in writing that, in their good faith opinion, the total number or dollar amount of Registrable Securities requested by the Holders to be included therein exceeds the largest number or dollar amount of Registrable Securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Holders shall include in such offering, pro rata based on the number of Registrable Securities that each Holder has requested be included in such underwritten offering, only such number of Registrable Securities that in the good faith opinion of such underwriter(s) can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price).

(b) In the case of any underwritten offering of Registrable Securities registered under a Registration Statement filed pursuant to Article II or Article III, (i) all Registrable Securities shall be subject to the applicable underwriting agreement with customary terms and the Holders may not participate in such offering or registration unless such Holders agrees to sell such Holders’ securities on the basis provided therein; and (ii) the Holders may not participate in such offering or registration unless such Holders complete and execute all questionnaires, indemnities, underwriting agreements and other documents reasonably required by the managing underwriter(s) to be executed in connection therewith, and provide such other information to the Company or the underwriter(s) as may be reasonably requested to offer or register such Holders’ Registrable Securities; provided, however, that (A) no Holder shall be required to make any representations or warranties other than, on a several and not joint basis, those related to its title and ownership of, and power and authority to transfer, the Registrable Securities owned by such Holder included therein and as to the accuracy and completeness of statements made in the applicable Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information about such Holder prepared and furnished to the Company or the managing underwriter(s) specifically for inclusion in the Registration Statement by such Holder pertaining exclusively to such Holder, and (B) the aggregate amount of liability of each Holder pursuant to any indemnification obligation thereunder (which, for the avoidance of doubt, shall be on a several and not joint basis) shall not exceed the net proceeds received by such Holder from such offering.

(c) Notwithstanding anything set forth herein to the contrary, (i) no Demand Underwritten Offering may be requested prior to the first anniversary of the Effective Time, (ii) the Company may delay the commencement of any Demand Underwritten Offering for up to sixty (60) days for a Valid Business Reason prior to the commencement of any marketing efforts or “road shows” by the Company or the underwriters in connection with such Demand Underwritten Offering, and (iii) the Holders shall have the right to request only a total of up to four (4) Demand Underwritten Offerings; provided that no more than one Demand Underwritten Offering may be requested in any six (6)-month period. Any Holders that request a Demand Underwritten Offering under this Section 4.02 may revoke or withdraw such request upon written notice to the Company; provided that any such Demand Underwritten Offering

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withdrawn or not consummated for any reason shall be counted toward the total of four (4) Demand Underwritten Offerings provided by this Section 4.02 and shall be counted for determining the number of Demand Underwritten Offerings requested in any six (6)-month period; provided, however, that no revoked or withdrawn Demand Underwritten Offering shall be counted toward the total of four (4) Demand Underwritten Offerings or for determining the number of Demand Underwritten Offerings requested in any six (6)-month period if (1) the Holders reimburse the Company for all of its out-of-pocket costs and expenses incurred in connection with any such revoked or withdrawn Demand Underwritten Offering incurred through the date of such revocation or withdrawal and (2) such revocation or withdrawal shall have been made prior to the commencement of any marketing efforts or “road shows” by the Company or the underwriters in connection with such Demand Underwritten Offering.

ARTICLE V.

OBLIGATIONS OF THE HOLDERS.

Section 5.01. Holder Information. At least ten (10) Business Days prior to the first anticipated filing date of a Registration Statement and at lease five (5) Business Days prior to the filing of any amendment or supplement to a Registration Statement or Prospectus, the Company shall notify each Holder in writing of the information, if any, the Company requires from each such Holder if such Holder elects to have any of such Holder’s Registrable Securities included in such Registration Statement or, with respect to an amendment or a supplement, if such Holder’s Registrable Securities are included in such Registration Statement (each an “Information Request”). It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish to the Company, in response to an Information Request, such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as may reasonably be required to effect the registration.

Section 5.02. Filing Cooperation. Each Holder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement in which any Registrable Securities held by such Holder are being included.

Section 5.03. Affiliate Status. Promptly following the written request by the Company of any Holder, such Holder shall certify as whether it is, or has at any time during the preceding three (3) months been, an “affiliate” (as defined in Rule 144) of the Company and provide such other information as may reasonably be requested by the Company or its counsel for purposes of determining whether the Registrable Securities held by such Holder may be freely sold without registration under the Securities Act under Rule 144 without being subject to the volume limitations and manner of sale restrictions contained therein.

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Section 5.04. Lock-Up. Each Holder agrees, in connection with any underwritten offering made pursuant to a Registration Statement, if requested (pursuant to a written notice) by the managing underwriter(s) not to effect any public sale or distribution of any Parent Common Stock (or securities convertible into or exchangeable or exercisable for Parent Common Stock) (except as part of such underwritten offering) during the period commencing not earlier than seven days prior to and continuing for not more than 180 days (or such shorter period as the managing underwriter(s) may permit) after the effective date of the related Registration Statement (or date of the Prospectus supplement if the offering is made pursuant to a “shelf” registration) (the “Lock-Up Period”) pursuant to which such underwritten offering shall be made, provided that all of the Company’s executive officers and directors and any other holders of Parent Common Stock who are selling shares of Parent Common Stock in such underwritten offering enter into similar agreements for the same time period and on no less restrictive terms. In the event that either (i) during the period that begins on the date that is fifteen (15) calendar days plus three (3) Business Days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions set forth herein will continue to apply until the expiration of the date that is fifteen (15) calendar days plus three Business Days after the date on which the earnings release is issued or the material news or event related to the Company occurs.

ARTICLE VI.

EXPENSES OF REGISTRATION.

Except as otherwise provided in this Agreement, all expenses incidental to the Company’s performance of or compliance with this Agreement, including (i) all registration and filing fees (including (A) with respect to filings required to be made with the SEC, all applicable securities exchanges and/or FINRA and (B) compliance with securities or blue sky Laws, including any fees and disbursements of counsel for the underwriter(s) in connection with blue sky qualifications of the Registrable Securities pursuant to Section 4.01(g)); (ii) word processing, duplicating and printing expenses (including expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses, if the printing of Prospectuses is requested by the managing underwriter(s), if any); (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company; (v) fees and disbursements of no more than one counsel for the Holders, which counsel shall be chosen by the Required Holders and may be Ropes & Gray LLP, and which fees and disbursements shall not exceed, in the aggregate, $25,000 (or $50,000 in connection with a firm commitment underwritten public offering) in connection with the review of any Registration Statement and related documents and the transactions contemplated thereby; and (vi) fees and disbursements of all independent certified public accountants (including the fees and disbursements in connection with any “cold comfort” letters required by this Agreement) and other special experts retained by the Company shall be borne by the Company. The Company shall, in any event, pay its internal expenses, the expenses of any annual audit or quarterly financial statement review, the expenses of any liability insurance for the Company and/or its officers and/or directors, the expenses and fees for listing the Registrable Securities to be registered on the applicable securities exchange. Each Holder shall pay all underwriting and placement discounts and commissions, agency and placement fees, broker’s commissions and transfer taxes, if any, and, except as expressly set forth herein, its own out of pocket expenses, relating to the registration sale or disposition of such Holder’s Registrable Securities.

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ARTICLE VII.

INDEMNIFICATION.

Section 7.01. Indemnification by the Company. The Company will indemnify and hold harmless each Holder and its officers, directors, agents, partners, members, stockholders and employees, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including reasonable attorney’s fees and expenses) and expenses (collectively, “Losses”), incurred, arising out of or relating to (i) any untrue statement of a material fact contained in any Registration Statement or any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein or supplement thereto, in light of the circumstances under which they were made, not misleading, except to the extent that such untrue statements or omissions are based upon information regarding such Holder furnished in writing to the Company specifically for use therein or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated thereunder in connection with or relating to any registration required pursuant to this Agreement.

Section 7.02. Indemnification by Holders. Each Holder shall severally, pro rata based on and limited by its relative ownership of Registrable Securities, and not jointly with each other Holder, indemnify and hold harmless the Company and its officers, directors, agents, partners, members, stockholders and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all Losses incurred, arising out of or relating to any untrue statement of a material fact contained in any Registration Statement or any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein or in any supplement thereto, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statements or omissions are based upon information regarding such Holder furnished in writing to the Company specifically for use therein. In no event shall the liability of any selling Holder hereunder exceed the net proceeds received by such Holder upon the sale of Registrable Securities giving rise to such indemnification obligation (except in the case of fraud or willful misconduct).

Section 7.03. Indemnification Procedures.

(a) If any proceeding shall be brought or asserted against any Person entitled to indemnification under this Article VII (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnification is sought (an “Indemnifying Party”) in writing, and the Indemnifying Party shall be permitted to assume the defense thereof, including the employment of counsel; provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except to the extent that such failure actually prejudices the Indemnifying Party.

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(b) An Indemnified Party shall have the right to employ separate counsel in any such proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees or expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such claim and employ counsel for the defense of such claim or (iii) the Indemnified Party shall have been advised by counsel that a conflict of interest would exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party; provided that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate counsel at any time for all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such proceeding effected without its written consent, which consent shall not be unreasonably withheld. The Indemnifying Party may not settle any proceeding without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld) unless (1) such settlement (1) involves only monetary damages payable solely by the Indemnifying Party and (2) a term of such settlement is that the Person or Persons asserting such claim unconditionally and irrevocably release the Indemnified Party from all liability with respect to such proceeding.

ARTICLE VIII.

CONTRIBUTION.

Section 8.01. Contribution. (a) If a claim for indemnification under Section 7.01 or Section 7.02 is unavailable to an Indemnified Party, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnifying Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses, as well as any other relevant considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made (or omitted) by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent and knowledge.

(b) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8.01 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8.01(a). Notwithstanding the provisions of this Section 8.01, an Indemnifying Party that is a selling Holder of Registrable Securities shall not be required to contribute any amount in excess of the amount that such Indemnifying Party is or could be required to pay pursuant to Section 7.02 by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

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ARTICLE IX.

REPORTS UNDER THE EXCHANGE ACT.

With a view to making available to the Holders the benefits of Rule 144, the Company agrees to:

(a) from and after the date hereof until the expiration of the Registration Period, make and keep public information available, as those terms are understood and defined in Rule 144; and

(b) furnish or make available to each Holder so long as such Holder owns Registrable Securities, but in any event no later than the expiration of the Registration Period, promptly upon request, (i) a written statement by the Company that it has complied with the current public information requirements of Rule 144, (ii) a copy of the most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q of the Company and such other reports and documents so filed with the Company (or information regarding the locations thereof on the SEC’s EDGAR filing system or successor thereto) and (iii) such other information as may be reasonably requested to permit the Holders to sell such securities pursuant to Rule 144 without registration.

ARTICLE X.

ASSIGNMENT OF REGISTRATION RIGHTS.

The rights under this Agreement shall be automatically assignable by any of the Holders to any transferee or assignee of all or any portion of Registrable Securities if: (i) such Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company promptly after such transfer or assignment, (ii) the Company is, promptly after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) immediately following such transfer or assignment the further disposition of such Registrable Securities by the transferee or assignee is restricted under the Securities Act and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein.

ARTICLE XI.

AMENDMENT OF REGISTRATION RIGHTS.

Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Required Holders, which for this purpose, shall be required to include each of Versa and Lubert-Adler, for so long as they hold Registrable Securities. Any amendment or waiver effected in accordance with this Article XI shall be binding upon each Holder and the Company.

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ARTICLE XII.

MISCELLANEOUS.

Section 12.01. Notices. Any notice to be given by any party to this Agreement shall be given in writing and may be effected by facsimile, personal delivery, overnight courier, e-mail or sent by certified, United States Mail, postage prepaid, addressed to (i) the Company at the address, e-mail or facsimile number set forth in the Merger Agreement, including to the persons designated therein to receive copies and (ii) any Holder at the address, e-mail or facsimile number set forth on the signature page hereto. The date of service for any notice sent in compliance with the requirements of this Section 12.01 shall be (1) the date such notice is personally delivered, (2) three days after the date of mailing if sent by certified or registered mail, (3) the next succeeding Business Day after date of delivery to the overnight courier if sent by overnight courier or (4) the next succeeding Business Day after the date of transmission by electronic mail or facsimile.

Section 12.02. No Waiver. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

Section 12.03. No Third Party Beneficiaries. Except for Article VII and Article VIII, nothing in this Agreement, express or implied, is intended to or shall confer upon the Person (other than the parties to this Agreement) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 12.04. Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another state otherwise to govern this Agreement.

Section 12.05. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect.

Section 12.06. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of and be enforceable by, the parties and their respective successors and permitted assigns.

Section 12.07. Interpretation. Interpretation of this Agreement shall be governed by the following rules of construction: (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires, (ii) references to the terms article and section are references to the articles and sections to this Agreement unless otherwise specified, (iii) the word “including” and words of similar import shall mean “including without limitation,” (iv) the word “or” shall not be exclusive, (v) the headings are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, (vi) a reference to any Person includes such Person’s successors and permitted assigns, (vii) any reference to “days” means calendar days unless Business Days are expressly specified and (viii) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

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Section 12.08. Fees and Expenses. Except as expressly provided in this Agreement or the Merger Agreement, each party is responsible for its own fees and expenses (including the fees and expenses of financial consultants, investment bankers, accountants and legal counsel) in connection with the entry into of this Agreement and the consummation of the actions contemplated hereby.

Section 12.09. Entire Agreement. This Agreement (together with the Merger Agreement) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.

Section 12.10. Counterparts; Effectiveness. This Agreement and any amendment hereto may be executed and delivered in two or more identical counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. This Agreement shall become effective and binding upon each Holder when executed by the Holder and the Company. In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. No party hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

Section 12.11. Specific Performance. The parties to this Agreement agree that irreparable damage would occur and that the parties to this Agreement would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case without the necessity of posting bond or other security or showing actual damages, and this being in addition to any other remedy to which they are entitled at law or in equity.

Section 12.12. Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that all claims, controversies and disputes of any kind or nature relating in any way to the enforcement or interpretation of this Agreement or to the parties’ dealings, rights or obligations in connection herewith, shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any federal court of the United States located in the State of Delaware, or, if neither the Court of Chancery of the State of Delaware nor any such federal court has jurisdiction, any other state court located in the State of Delaware. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its

19

property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the actions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 12.12, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (a) the suit, action or proceeding in such court is brought in an inconvenient forum, (b) the venue of such suit, action or proceeding is improper or (c) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 12.01 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Notwithstanding the foregoing in this Section 12.12, a party may commence any action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

Section 12.13. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION, CONTROVERSY OR OTHER LEGAL ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.13.

* * * * * *

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IN WITNESS WHEREOF, each party hereto has caused this Registration Rights Agreement to be duly executed as of the date first written above.

COMPANY:

STANDARD PARKING CORPORATION

By:                                                                                  

Name:                                                                              

Title:                                                                                

Signature Page to Registration Rights Agreement

HOLDER:

By:

Name:

Title:

Address:

Facsimile:

Email:

Signature Page to Registration Rights Agreement

EX-99.2

Exhibit 99.2

Contacts:	Investors	Media
	G. Marc Baumann	Michael K. Wolf
	Executive Vice President	Executive Vice President
	(312) 274-2199	(312) 274-2070
	mbaumann@standardparking.com	mwolf@standardparking.com

FOR IMMEDIATE RELEASE

Standard Parking Corporation and Central Parking Corporation

Announce Agreement to Merge

Deal will Create Leading Provider of Outsourced Parking Facility Management,

Transportation and Related Services

CHICAGO, Feb. 29, 2012 – Standard Parking Corporation (NASDAQ:STAN) today announced that it has signed a definitive Agreement and Plan of Merger with Central Parking Corporation. When completed, the transaction will add more than 2,200 locations and approximately 1 million parking spaces to Standard Parking’s portfolio across the United States. Standard Parking will pay total consideration comprised of cash, Standard Parking stock and the assumption of Central Parking debt.

“This transformational merger with Central Parking will enable us to cross-sell our SP Plus^® transportation, maintenance and security service line expertise across an expanded location base to create the preferred provider of outsourced parking facility management, maintenance, transportation and security services,” said James Wilhelm, President and Chief Executive Officer of Standard Parking Corporation. “In addition, Central Parking’s direct-to-consumer marketing programs and advanced technology applications, including Central Parking’s Focus Point remote management division, as well as its USA Parking valet expertise, will enhance our strategy of transforming customer and client service in our industry, adding value to the entire platform.”

James A. Marcum, President and Chief Executive Officer of Central Parking, said, “We are excited to join forces with Standard Parking and combine the best of both companies. Central Parking’s focus on the customer’s parking experience and direct marketing through our fifty consumer-facing websites, plus our iPhone and Android apps, will add value across our combined customer and client base. In addition, Standard Parking’s SP Plus^® Gameday division will fit extremely well with our technology offerings and our stadiums, arenas and other venues.”

Mr. Wilhelm added, “Effectively doubling the size of the company will allow us to save costs by eliminating duplicate infrastructure and leveraging the combined company’s purchasing volume. We expect to generate annual run-rate cost synergies of at least $20 million by the end of the second year after closing. We’re confident that we can achieve these cost efficiencies through a variety of measures, which will include a headcount reduction expected to be less than two percent of the combined work force.”

February 29, 2012

Page 2

Marc Baumann, Executive Vice President and Chief Financial Officer of Standard Parking, said, “We very much appreciate the support of our business and management team reflected by our banks, BofA Merrill Lynch, Wells Fargo, J. P. Morgan Chase, US Bank, First Hawaiian Bank and GE Antares Capital, in committing to provide a $450 million senior credit facility for this transaction.”

The Boards of Directors of both companies have approved the transaction. Robert S. Roath, Standard Parking’s Chairman, said, “We are very excited about this merger’s upside, and look forward to welcoming all of Central Parking’s professionals when this deal is consummated.” Gordon H. Woodward, Kohlberg & Company’s Chief Investment Officer and a member of Central Parking’s Board of Directors, similarly stated, “We’re anxious to roll up our sleeves and get to work after closing so that we can collectively generate even more long-term value for the stockholders.”

Mr. Wilhelm concluded by noting, “This transaction aligns with Standard Parking’s disciplined merger and acquisition strategy, and will provide tangible, compelling opportunities to create value for stockholders. The combined company’s strong free cash flow should enable us to make substantial additional investments in parking-related technology to accelerate development of new products and services that will improve our customers’ parking experience. Our free cash flow also should enable us to reach a debt coverage ratio of 2.5x within three years, consistent with our long-term objective of achieving debt levels consistent with those of companies having investment grade ratings. At the end of the day, we’re convinced that this merger bodes very well for our stockholders, our clients, our parking customers and our employees as our company grows in the years ahead.”

The stockholders of Central Parking have voted to approve the transaction. The transaction remains subject to Standard Parking stockholder approval, antitrust and other regulatory review, consummation of financing and other customary closing conditions. Until the closing of the transaction, Standard Parking and Central Parking will continue to operate as independent companies, and will remain committed to providing superior service to create value for their clients and customers.

With an expected transaction close in the third quarter of 2012, it is anticipated that the transaction will be accretive to earnings per share within three years.

Details of the Transaction

At closing, Standard Parking will issue additional shares of common stock such that Central Parking’s stockholders will hold 6.16 million shares, or 28%, of the combined company on a diluted basis (subject to reduction under certain circumstances as provided in the merger agreement). Additionally, Central Parking’s stockholders will be entitled to receive a total of $27 million of cash consideration (subject to adjustment as provided in the merger agreement) to be paid in three years to the extent it is not used to satisfy indemnity obligations that may arise under the agreement.

In conjunction with the transaction, Standard Parking also will assume approximately $210 million of Central Parking’s debt net of cash acquired, which will be refinanced at closing using the proceeds of the combined company’s new $450 million senior credit facility. Standard Parking has received commitment letters for this facility from BofA Merrill Lynch, Wells Fargo, J. P. Morgan Chase, US Bank, First Hawaiian Bank and GE Antares Capital.

February 29, 2012

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Upon closing, Standard Parking’s Board of Directors will expand from five to eight members, with the three new Board members being representatives of Central Parking’s stockholders.

About the Combined Company

The combined company’s leadership will represent the best of both organizations, including individuals who are best qualified to integrate and lead the company. James Wilhelm and Marc Baumann, Standard Parking’s current CEO and CFO, respectively, will continue in the same capacities at the combined company. James Marcum, Central Parking’s current CEO, will become the combined company’s COO. Tom Hagerman, Standard Parking’s current COO, will assume a new role with chief responsibility for all of the combined company’s business development efforts throughout North America.

The combined company’s headquarters will be in Chicago, where Standard Parking first established its business in 1929. The Company also will maintain a major support office in Nashville. Further details regarding the structure, leadership and integration plans will be forthcoming as appropriate.

After the closing, the combined company will continue to conduct operations using the existing Standard Parking and Central Parking brands while a thorough evaluation of the go-forward brand strategy is conducted.

Additional Information

BofA Merrill Lynch is acting as financial advisor, and Katten Muchin Rosenman LLP is acting as legal counsel, to Standard Parking. Ernst & Young LLP is providing transaction advisory and due diligence services. Booz & Company is acting as integration advisors, and FTI Consulting serves as communications advisors.

Ropes & Gray LLP and Wilmer Cutler Pickering Hale and Dorr LLP are acting as legal counsel to Central Parking. PriceWaterhouseCoopers LLP is providing transaction advisory and due diligence services. Klehr Harrison Harvey Branzburg LLP is acting as legal counsel to Lubert-Adler Partners, L.P. Sullivan & Cromwell LLP is acting as legal counsel to Versa Capital Management, LLP.

For more information about the transactions, please access our transaction specific website at: www.standardparkingevolution.com.

Conference Call/Webcast

Standard Parking will host a conference call with investors and analysts to discuss the transaction today at 9:00 a.m. (EST), 8:00 a.m. (CST), which will be available live and in replay soon thereafter via webcast. Participants may also listen to the live webcast by phone by dialing 877-359-9549, which is a listen-only line.

To listen to the live call via webcast, individuals are directed to the Standard Parking’s Investor Relations page at http://ir.standardparking.com at least 15 minutes early to register, download and install any necessary audio software. For those who cannot listen to the live broadcast, replays will be available soon after the call on the Standard Parking website and can be accessed for 30 days after the call.

February 29, 2012

Page 4

About Standard Parking

Standard Parking is a leading national provider of parking facility management, ground transportation and other ancillary services. With approximately 12,000 employees, Standard Parking manages approximately 2,200 facilities, containing over 1.2 million parking spaces in hundreds of cities across North America, including parking-related and shuttle bus operations serving more than 60 airports. More information can be found at www.standardparking.com.

More information about Standard Parking is available at http://ir.standardparking.com. You should not construe the information on this website to be a part of this release. Standard Parking’s annual reports filed on Form 10-K, its quarterly reports on Form 10-Q and its current reports on Form 8-K are available on the Internet at www.sec.gov and can also be accessed through the Investor Relations section of the Company’s website.

About Central Parking

Central is a leader in parking management serving large and small property owners, infrastructure funds and governmental clients to maximize service, revenue and value creation. With operations in 39 states and Puerto Rico, Central Parking’s locations include: mixed-use developments, office buildings, hotels, stadiums and arenas, airports, hospitals, universities, municipalities, and toll roads. In addition, through its USA Parking subsidiary, Central is one of the premier valet operators in the nation with more four and five diamond luxury properties including hotels and resorts than any other valet competitor. Central’s over one million parking spaces operate under the brands Central Parking System, CPS Parking, New South Parking and USA Parking. Central Parking is owned by affiliates of Kohlberg & Company, L.L.C., Lubert-Adler Partners, L.P. and Versa Capital Management, LLC.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding expected cost synergies and other anticipated benefits of the proposed merger of Standard Parking Corporation (“Standard”) and the parent of Central Parking Corporation (“Central”), the expected future operating results of the combined company, the expected timing of completion of the merger and the other expectations, beliefs, plans, intentions and strategies of Standard. Standard has tried to identify these statements by using words such as “expect,” “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project” and “will” and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. These forward-looking statements are made based on management’s expectations and beliefs concerning future events and are subject to uncertainties and factors relating to operations and the business environment, all of which are difficult to predict and many of which are beyond management’s control. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including the following:

Relating to the Merger Transaction

• the risk that the proposed business combination transaction is not completed on a timely basis or at all;

• the ability to integrate Central into the business of Standard successfully and the amount of time and expense spent and incurred in connection with the integration;

• the risk that the economic benefits, cost savings and other synergies that Standard anticipates as a result of the transaction are not fully realized or take longer to realize than expected;

February 29, 2012

Page 5

• the risk that certain risk and liabilities associated with the transaction have not been discovered;

• the risk that Standard or Central may be unable to obtain antitrust or other regulatory clearance required for the transaction, or that required antitrust or other regulatory clearance may delay the transaction or result in the imposition of conditions that could adversely affect the operations of the combined company or cause the parties to abandon the transaction;

• the risk that any necessary third party consents may not be obtained, that the financing may not be consummated or that other conditions of the acquisition are not satisfied;

• the effects of litigation that may be filed in connection with the transaction;

• the impact of the issuance of Standard’s common stock as consideration for the acquisition on Standard’s current holders of common stock, including dilution of their ownership and voting interests;

• adverse effects on the market price of Standard’s common stock caused by the sale of such stock held by Central stockholders following the merger;

• the effect of the acquisition on Standard’s and Central’s relationship with their respective clients and personnel; and

• adverse effects on the market price of Standard’s common stock and on Standard’s operating results because of a failure to complete the transaction.

Relating to the Business Generally

• intense competition;

• the loss, or renewal on less favorable terms, of management contracts and leases;

• adverse litigation judgments or settlements;

• the loss of key employees;

• changes in general economic and business conditions or demographic trends;

• the impact of public and private regulations;

• the financial difficulties or bankruptcy of Standard’s major clients;

• insurance losses that are worse than expected or adverse events not covered by insurance;

• labor disputes;

• extraordinary events affecting parking at facilities that Standard manages, including emergency safety measures, military or terrorist attacks, cyber terrorism and natural disasters;

• state and municipal government clients that sell or enter into long-term leases of parking-related assets;

• uncertainty in the credit markets;

• availability, terms and deployment of capital; and

• Standard’s ability to obtain performance bonds on acceptable terms.

For a detailed discussion of factors that could affect Standard’s future operating results, please see Standard’s filings with the SEC, including the disclosures under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, Standard undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances, future events or for any other reason.

Additional Information

The shares of Standard’s common stock to be issued as consideration under the merger agreement will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws, and, unless so registered, such shares may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to buy or sell securities, or a solicitation of any vote or approval, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

February 29, 2012

Page 6

Standard intends to file with the SEC a proxy statement and other relevant materials in connection with the proposed business combination transaction referenced in this press release. Before making any voting decision with respect to the proposed transaction, Standard stockholders are urged to read the proxy statement when it becomes available, and as it may be amended from time to time, because it will contain important information regarding the proposed transaction. Standard’s stockholders may obtain a free copy of the proxy statement and other relevant materials, when available, and other documents filed by Standard with the SEC at the SEC’s website at http://www.sec.gov. In addition, copies of the proxy statement, when available, will be provided free of charge by Standard to all of its stockholders. Additional requests for proxy statements and other relevant materials should be directed to Standard Parking Investor Relations, 900 N. Michigan Ave., Chicago, IL 60611 or by email at investor_relations@standardparking.com.

Standard and Central and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from Standard’s stockholders with respect to the proposed transaction. Any interests of the executive officers and directors of Standard and Central in the proposed transaction will be described in the proxy statement, when it becomes available. For additional information about Standard’s executive officers and directors, see Standard’s proxy statement filed with the SEC on March 28, 2011.

EX-99.3

Exhibit 99.3

Dear Valued Employees,

I’m pleased to share with all of you some very exciting news for our company. Today on February 29, 2012, we announced that Standard Parking Corporation has signed a definitive Agreement and Plan of Merger with Central Parking Corporation. When completed, the merger will add more than 2,200 locations and approximately 1 million parking spaces to Standard Parking’s portfolio, which will effectively double the size of our company.

I invite you to join me for an Employee Meeting webcast today at 10:00 a.m. CST – if your schedule and job responsibilities permit – to hear more detail about this exciting development and the opportunities it enables for you. You can find instructions on how to access the webcast at the bottom of this email. If you are not able to join me for the live webcast, we will be posting a recording of the meeting on our intranet soon, so that you may watch at a more convenient time.

We expect this transaction to open up new opportunities for our employees because this transformational deal will to help us grow faster than we have been. For example:

• We’ll be able to cross-sell products and services we have and Central Parking doesn’t – such as our SP Plus^® services, Click and Park^® and Click and Ride^TM – to potentially 2,200 new locations.

• Similarly, we’ll be able to use the excellent suite of customer-facing products and services Central Parking offers – such as their customer call centers and Focus Point remote management division – to give our customers and clients better service.

• Our combined company’s ability to invest in technology should enable us to accelerate development of new products and services to further enhance the service and value that we deliver to both our parking customers and our clients.

I am extremely proud of the strong underlying business that all of you have helped us build over the years. We have developed a strong balance sheet, invested in hiring the right people to deliver a wide range of expertise to our clients and customers, and introduced an array of ancillary service lines under our SP Plus^® brand, to name just a few of our accomplishments. These achievements in turn have positioned us for this large, transformational merger.

We are committed to ensuring a smooth integration of the two companies while preserving business continuity. Our headquarters will remain in Chicago and the combined company’s management team will represent the best of both organizations. Marc Baumann, our current CFO, and I will continue in our same capacities at the combined company. We will be joined by Jim Marcum, Central Parking’s current CEO, who will serve as COO. Tom Hagerman, our current COO, will assume a critical new role with chief responsibility for all of the combined company’s business development efforts throughout North America.

February 29, 2012

Page 2

We expect that virtually all field employees working at our operating locations will see no significant change in their daily responsibilities or interactions with their managers as a result of this merger. While the elimination of management overlaps and the consolidation of business support functions will result in some headcount reductions, we anticipate that those reductions will be less than 2% of the combined person workforce. We do place a high value on our employees and, where possible, the company intends to attempt to find other positions within the combined company for qualified employees whose positions are eliminated.

Please understand that today’s announcement is only the first step in a lengthy process. Over the next several months we will finalize plans for the organization’s future structure, as well as specifics related to employee retention programs, separations and other details. We will announce information as we move through this process. While these plans are being finalized, we ask that you continue to do the outstanding work that has made each of you a valuable member of this company. Your dedication and enthusiastic spirit are critical to our ability to achieve a seamless integration, and we strongly believe this merger will benefit our employees through the growth opportunities it will present.

It is important for all of you to recognize that until the merger is completed, Standard Parking and Central Parking will continue to operate independently just as they have in the past. Under no circumstances should you reach out to your counterparts at Central Parking or seek to coordinate with them until the merger is completed and you are instructed to do so by your superior. Because the companies remain independent competitors until the merger is completed, it is extremely important that all employees abide by these rules.

We are committed to providing you with updates on the progress of this transaction as appropriate, and we ask that you contact your supervisor if you have any questions.

Thank you in advance for your continued hard work. With your help and support, we can look forward to expanding our client base and growing the business together.

Sincerely,

James A. Wilhelm

President and Chief Executive Officer,

Standard Parking Corporation

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding expected cost synergies and other anticipated benefits of the proposed merger of Standard Parking Corporation (“Standard”) and the parent of Central Parking Corporation (“Central”), the expected future operating results of the combined company, the expected timing of completion of the merger and the other expectations, beliefs, plans, intentions and strategies of Standard. Standard has tried to identify these statements by using words such as "expect," "anticipate," "believe," "could," "should," "estimate," "expect," "intend," "may," "plan," "predict," "project" and "will" and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. These forward-looking statements are made based on management's expectations and beliefs concerning future events and are subject to uncertainties and factors relating to operations and the business environment, all of which are difficult to predict and many of which are beyond management's control. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, but not limited to, the following: the risk that the proposed business

February 29, 2012

Page 3

combination transaction is not completed on a timely basis or at all; the ability to integrate Central into the business of Standard successfully and the amount of time and expense spent and incurred in connection with the integration; the risk that the economic benefits, cost savings and other synergies that Standard anticipates as a result of the transaction are not fully realized or take longer to realize than expected; the risk that Standard or Central may be unable to obtain antitrust or other regulatory clearance required for the transaction, or that required antitrust or other regulatory clearance may delay the transaction or result in the imposition of conditions that could adversely affect the operations of the combined company or cause the parties to abandon the transaction; intense competition; the loss, or renewal on less favorable terms, of management contracts and leases; and changes in general economic and business conditions or demographic trends.

For a detailed discussion of factors that could affect Standard’s future operating results, please see Standard’s filings with the Securities and Exchange Commission (the “SEC”), including the disclosures under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, Standard undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances, future events or for any other reason.

Additional Information

The shares of Standard’s common stock to be issued as consideration under the merger agreement will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws, and, unless so registered, such shares may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This document does not constitute an offer to buy or sell securities, or a solicitation of any vote or approval, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Standard intends to file with the SEC a proxy statement and other relevant materials in connection with the proposed business combination transaction referenced in this document. Before making any voting decision with respect to the proposed transaction, Standard stockholders are urged to read the proxy statement when it becomes available, and as it may be amended from time to time, because it will contain important information regarding the proposed transaction. Standard’s stockholders may obtain a free copy of the proxy statement and other relevant materials, when available, and other documents filed by Standard with the SEC at the SEC’s website at http://www.sec.gov. In addition, copies of the proxy statement, when available, will be provided free of charge by Standard to all of its stockholders. Additional requests for proxy statements and other relevant materials should be directed to Standard Parking, Investor Relations, 900 N. Michigan Ave., Chicago, IL 60611 or by email at investor_relations@standardparking.com.

Standard and Central and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from Standard’s stockholders with respect to the proposed transaction. Any interests of the executive officers and directors of Standard and Central in the proposed transaction will be described in the proxy statement, when it becomes available. For additional information about Standard’s executive officers and directors, see Standard’s proxy statement filed with the SEC on March 28, 2011.

EX-99.4

Exhibit 99.4

To Our Valued Clients:

On February 29, 2012, Standard Parking Corporation and Central Parking Corporation announced some exciting news that will enable us to deliver even greater value to you, our clients.

We announced that Standard Parking signed a definitive Agreement and Plan of Merger with Central Parking. When completed, the merger will add more than 2,200 locations and approximately 1 million parking spaces to Standard Parking’s portfolio, effectively doubling the size of the company.

More importantly, the combined company will blend the best of both companies to enhance the suite of services and products that we provide both to our parking customers and clients. Moving forward, we expect to accelerate the development of revolutionary parking-related technology to improve the customer experience even more and, therefore, increase value for you. Finally, the combined company will stand ready to serve as a single source vendor to provide you with a single interface across many disciplines, enabling simplification and continuity of supervision and reporting.

Until the transaction is closed, each company will continue to operate separately with their existing structures and employing their existing brands. You should not experience any disruption in the products or services you receive. You will continue to work with the same operating personnel, who understand your facility’s specific needs and preferences, and you will have the same access to our property management technology products such as MPM Plus^TM, Pay Park & Go and Client View^SM.

We expect to close the transaction in the third quarter of 2012. The merger is subject to Standard Parking’s stockholder approval, antitrust and other regulatory review, consummation of the financing and other customary closing conditions.

Once the transaction is closed, any changes that may ultimately be made will only enhance the high service levels and array of product and service offerings to you. We remain committed to being a critical part of your business going forward, and we believe this transaction will bring tangible benefits to our valued clients.

If you have any questions, you can continue to reach out directly to your primary Standard Parking contact.

Sincerely,

Jim Wilhelm

President and Chief Executive Officer,

Standard Parking Corporation

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding expected cost synergies and other anticipated benefits of the proposed merger of Standard Parking Corporation

February 29, 2012

Page 2

(“Standard”) and the parent of Central Parking Corporation (“Central”), the expected future operating results of the combined company, the expected timing of completion of the merger and the other expectations, beliefs, plans, intentions and strategies of Standard. Standard has tried to identify these statements by using words such as “expect,” “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project” and “will” and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. These forward-looking statements are made based on management's expectations and beliefs concerning future events and are subject to uncertainties and factors relating to operations and the business environment, all of which are difficult to predict and many of which are beyond management's control. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, but not limited to, the following: the risk that the proposed business combination transaction is not completed on a timely basis or at all; the ability to integrate Central into the business of Standard successfully and the amount of time and expense spent and incurred in connection with the integration; the risk that the economic benefits, cost savings and other synergies that Standard anticipates as a result of the transaction are not fully realized or take longer to realize than expected; the risk that Standard or Central may be unable to obtain antitrust or other regulatory clearance required for the transaction, or that required antitrust or other regulatory clearance may delay the transaction or result in the imposition of conditions that could adversely affect the operations of the combined company or cause the parties to abandon the transaction; intense competition; the loss, or renewal on less favorable terms, of management contracts and leases; and changes in general economic and business conditions or demographic trends.

For a detailed discussion of factors that could affect Standard’s future operating results, please see Standard’s filings with the Securities and Exchange Commission (the “SEC”), including the disclosures under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, Standard undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances, future events or for any other reason.

Additional Information

The shares of Standard’s common stock to be issued as consideration under the merger agreement will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws, and, unless so registered, such shares may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This document does not constitute an offer to buy or sell securities, or a solicitation of any vote or approval, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Standard intends to file with the SEC a proxy statement and other relevant materials in connection with the proposed business combination transaction referenced in this document. Before making any voting decision with respect to the proposed transaction, Standard stockholders are urged to read the proxy statement when it becomes available, and as it may be amended from time to time, because it will contain important information regarding the proposed transaction. Standard’s stockholders may obtain a free copy of the proxy statement and other relevant materials, when available, and other documents filed by Standard with the SEC at the SEC’s website at http://www.sec.gov. In addition, copies of the proxy statement, when available, will be provided free of charge by Standard to all of its stockholders. Additional requests for proxy statements and other relevant materials should be directed to Standard Parking, Investor Relations, 900 N. Michigan Ave., Chicago, IL 60611 or by email at investor_relations@standardparking.com.

Standard and Central and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from Standard’s stockholders with respect to the proposed transaction. Any interests of the executive officers and directors of Standard and Central in the proposed transaction will be described in the proxy statement, when it becomes available. For additional information about Standard’s executive officers and directors, see Standard’s proxy statement filed with the SEC on March 28, 2011.

EX-99.5

EXHIBIT 99.5

To Our Valued Customers:

Standard Parking announced some exciting news.

On February, 29, 2012, we announced that Standard Parking Corporation has signed an agreement to merge with Central Parking Corporation. The merger, when completed, will add more than 2,200 locations and approximately 1 million parking spaces to Standard Parking’s portfolio and will deliver an enhanced parking experience to you, our customer.

We expect to complete the merger in the third quarter of 2012. Since we will continue to operate exactly as we always have until then, you won’t experience any disruption or change in the parking services you receive.

Most importantly, once the merger is closed, you’ll benefit from a wider array of services, products and amenities from which to choose. Among other things, the merger should allow us to accelerate investments in technology and program development so that we can bring you new services and products more quickly than either company could on its own. The bottom line is that the only changes you’ll see are ones that will improve your overall parking experience.

Thank you for your continuing patronage.

Sincerely,

Jim Wilhelm

President and Chief Executive Officer,

Standard Parking Corporation

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding expected cost synergies and other anticipated benefits of the proposed merger of Standard Parking Corporation (“Standard”) and the parent of Central Parking Corporation (“Central”), the expected future operating results of the combined company, the expected timing of completion of the merger and the other expectations, beliefs, plans, intentions and strategies of Standard. Standard has tried to identify these statements by using words such as “expect,” “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project” and “will” and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. These forward-looking statements are made based on management’s expectations and beliefs concerning future events and are subject to uncertainties and factors relating to operations and the business environment, all of which are difficult to predict and many of which are beyond management’s control. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, but not limited to, the following: the risk that the proposed business combination transaction is not completed on a timely basis or at all; the ability to integrate Central into the business of Standard successfully and the amount of time and expense spent and incurred in connection with the integration; the risk that the economic benefits, cost savings and other synergies that Standard anticipates as a result of the transaction are not fully realized or take longer to realize than expected; the risk that Standard or Central may be unable to obtain antitrust or other regulatory clearance required for the transaction, or that required antitrust or other regulatory clearance may delay the transaction or result in the imposition of conditions that could adversely affect the operations of the combined company or cause the parties to abandon the transaction; intense competition; the loss, or renewal on less favorable terms, of management contracts and leases; and changes in general economic and business conditions or demographic trends.

February 29, 2012

Page 2

For a detailed discussion of factors that could affect Standard’s future operating results, please see Standard’s filings with the Securities and Exchange Commission (the “SEC”), including the disclosures under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, Standard undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances, future events or for any other reason.

Additional Information

The shares of Standard’s common stock to be issued as consideration under the merger agreement will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws, and, unless so registered, such shares may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This document does not constitute an offer to buy or sell securities, or a solicitation of any vote or approval, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Standard intends to file with the SEC a proxy statement and other relevant materials in connection with the proposed business combination transaction referenced in this document. Before making any voting decision with respect to the proposed transaction, Standard stockholders are urged to read the proxy statement when it becomes available, and as it may be amended from time to time, because it will contain important information regarding the proposed transaction. Standard’s stockholders may obtain a free copy of the proxy statement and other relevant materials, when available, and other documents filed by Standard with the SEC at the SEC’s website at http://www.sec.gov. In addition, copies of the proxy statement, when available, will be provided free of charge by Standard to all of its stockholders. Additional requests for proxy statements and other relevant materials should be directed to Standard Parking, Investor Relations, 900 N. Michigan Ave., Chicago, IL 60611 or by email at investor_relations@standardparking.com.

Standard and Central and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from Standard’s stockholders with respect to the proposed transaction. Any interests of the executive officers and directors of Standard and Central in the proposed transaction will be described in the proxy statement, when it becomes available. For additional information about Standard’s executive officers and directors, see Standard’s proxy statement filed with the SEC on March 28, 2011.

EX-99.6

Exhibit 99.6

Standard Parking Corporation and Central Parking Corporation Merger of America’s Premier Service Providers
Strategic	Operational	Financial
•   Transformational transaction that aligns with Standard Parking’s disciplined merger and acquisition strategy. •   Expands location base to more than 4,400 parking facilities containing approximately 2.2 million parking spaces. •   Expands the client base and location footprint and enables increased cross-selling of Standard Parking and Central Parking’s next generation of products and services. •   Enables acceleration of new technology development at a faster pace than either company would achieve on its own. •   Improving parking experiences, delivering higher satisfaction for customers and driving improved value for clients. •   Focus on creating a more efficient G&A profile by consolidating back office and field organization.	•   Blends the best products and services of both companies to enhance the customer’s parking experience, enhance our brand appeal and increase value for clients and stockholders. •   Increases cross-selling of Standard Parking and Central Parking’s diverse portfolio and creates opportunity to cross-sell SP Plus® branded services and products across Central Parking’s location base. •   Eliminates duplicate infrastructure and personnel costs through a reduction of headcount of less than 2% of combined work force of over 25,000 people. •   Continues substantial investments in parking-related technology that should accelerate development of revolutionary products and services that improve customers’ parking experience. •   Enables customers and clients of the combined company to benefit from the suite of automated and web-based, state-of-the-art products and services.	•   Expected to close in third quarter of 2012 and be accretive to the combined company’s earnings in two to three years. •   Expected to generate annual run-rate cost synergies in excess of $20 million by the end of the second year after closing. •   Expected debt leverage of 2.5x within three years. •   Favorable terms on $450 million senior credit facility through BofA Merrill Lynch, Wells Fargo, J.P. Morgan Chase, US Bank, First Hawaiian Bank and GE Antares Capital. •   Estimated total merger and integration costs of approximately $39 million; approximately $4 million of which has been incurred to date. •   Maintain a sound capital structure via combined company’s strong cash flow, solid balance sheet and attractive cost of capital.
Terms of Agreement
•   At closing, Standard Parking will issue additional shares of common stock such that Central Parking’s stockholders will hold 6.16 million shares, or 28%, of the combined company on a diluted basis (subject to reduction if the value per share of Standard Parking’s common stock, determined prior to the closing in accordance with the merger agreement, exceeds $24.30). •   Based on the most recent 20 trading day average price of Standard Parking stock, the stock component is valued at $111 million, for a total consideration of $350 million. •   Central Parking’s stockholders will also be entitled to receive a total of $27 million of cash consideration (subject to adjustment as provided in the merger agreement) to be paid in three years to the extent it is not used to satisfy indemnity obligations that may arise under the agreement. •   Standard Parking will assume approximately $210 million of Central Parking’s debt net of cash acquired at closing, which will be refinanced at closing using the proceeds of the combined company’s new $450 million senior credit facility. •   Standard Parking’s Board of Directors will expand from five to eight members, with the three new Board members being representatives of Central Parking’s stockholders. •   The merger is subject to Standard Parking’s stockholder approval, antitrust and other regulatory review, consummation of the financing and other customary closing conditions. The Boards of Directors of both companies and Central Parking’s stockholders have approved the transaction.

Combined Company Structure
•   Standard Parking and Central Parking’s leadership has the track record and talent to achieve a smooth integration of the two companies after closing while preserving business continuity. The combined company will take the best of both organizations so that the best qualified individuals will integrate and lead the company. •   James A. Wilhelm and G. Marc Baumann, Standard’s current CEO and CFO, respectively, will continue in the same capacities at the combined company. James A. Marcum, Central Parking’s current CEO, will become the combined company’s COO. Thomas L. Hagerman, Standard Parking’s current COO, will assume chief responsibility for the combined company’s business development efforts throughout North America. •   After closing, the combined company will continue to operate using the existing Standard Parking and Central Parking brands while a thorough evaluation of the long-term brand strategy is conducted. •   Post-closing, Standard Parking and Central Parking will engage in careful, considered planning in their effort to ensure a seamless integration.
About Standard Parking Corporation	About Central Parking Corporation
Standard Parking is a leading national provider of parking facility management, ground transportation and other ancillary services. With approximately 12,000 employees, Standard Parking manages approximately 2,200 facilities, containing over one million parking spaces in hundreds of cities across North America, including parking-related and shuttle bus operations serving more than 60 airports. More information can be found at www.standardparking.com.	Central Parking is a leader in parking management serving large and small property owners, infrastructure funds and governmental clients to maximize service, revenue and value creation. With operations in 39 States and Puerto Rico, Central Parking’s locations include: mixed-use developments, office buildings, hotels, stadiums and arenas, airports, hospitals, universities, municipalities, and toll roads. In addition, through its USA Parking subsidiary, Central Parking is one of the premier valet operators in the nation with more four and five diamond luxury properties including hotels and resorts than any other valet competitor. Central Parking’s over one million parking spaces operate under the brands Central Parking System, CPS Parking, New South Parking and USA Parking. Central Parking is owned by affiliates of Kohlberg Investors V, L.P., Lubert-Adler Partners, L.P. and Versa Capital Management LLC.
Cautionary Note Regarding Forward-Looking Statements
This document contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding expected cost synergies and other anticipated benefits of the proposed merger of Standard Parking Corporation (“Standard”) and the parent of Central Parking Corporation (“Central”), the expected future operating results of the combined company, the expected timing of completion of the merger and the other expectations, beliefs, plans, intentions and strategies of Standard. Standard has tried to identify these statements by using words such as “expect,” “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project” and “will” and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. These forward-looking statements are made based on management’s expectations and beliefs concerning future events and are subject to uncertainties and factors relating to operations and the business environment, all of which are difficult to predict and many of which are beyond management’s control. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, but not limited to, the following: the risk that the proposed business combination transaction is not completed on a timely basis or at all; the ability to integrate Central into the business of Standard successfully and the amount of time and expense spent and incurred in connection with the integration; the risk that the economic benefits, cost savings and other synergies that Standard anticipates as a result of the transaction are not fully realized or take longer to realize than expected; the risk that Standard or Central may be unable to obtain antitrust or other regulatory clearance required for the transaction, or that required antitrust or other regulatory clearance may delay the transaction or result in the imposition of conditions that could adversely affect the operations of the combined company or cause the parties to abandon the transaction; intense competition; the loss, or renewal on less favorable terms, of management contracts and leases; and changes in general economic and business conditions or demographic trends. For a detailed discussion of factors that could affect Standard’s future operating results, please see Standard’s filings with the Securities and Exchange Commission (the “SEC”), including the disclosures under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, Standard undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances, future events or for any other reason. Additional Information The shares of Standard’s common stock to be issued as consideration under the merger agreement will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws, and, unless so registered, such shares may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This document does not constitute an offer to buy or sell securities, or a solicitation of any vote or approval, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Standard intends to file with the SEC a proxy statement and other relevant materials in connection with the proposed business combination transaction referenced in this document. Before making any voting decision with respect to the proposed transaction, Standard stockholders are urged to read the proxy statement when it becomes available, and as it may be amended from time to time, because it will contain important information regarding the proposed transaction. Standard’s stockholders may obtain a free copy of the proxy statement and other relevant materials, when available, and other documents filed by Standard with the SEC at the SEC’s website at http://www.sec.gov. In addition, copies of the proxy statement, when available, will be provided free of charge by Standard to all of its stockholders. Additional requests for proxy statements and other relevant materials should be directed to Standard Parking, Investor Relations, 900 N. Michigan Ave., Chicago, IL 60611 or by email at investor_relations@standardparking.com. Standard and Central and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from Standard’s stockholders with respect to the proposed transaction. Any interests of the executive officers and directors of Standard and Central in the proposed transaction will be described in the proxy statement, when it becomes available. For additional information about Standard’s executive officers and directors, see Standard’s proxy statement filed with the SEC on March 28, 2011.

EX-99.7

Exhibit 99.7

INVESTOR FREQUENTLY ASKED QUESTIONS

What is the strategic rationale for the transaction?

This transaction will enable scale efficiencies and the diversification and accelerated development of services and products to produce the preferred provider of outsourced parking facility management and maintenance, ground transportation and security services to municipal, institutional and commercial clients.

The merger is expected to:

• Expand Standard Parking’s location footprint to more than 4,400 parking locations containing approximately 2.2 million parking spaces in hundreds of cities across the U.S. and Canada.

• Leverage increased cross-selling of Standard Parking’s and Central Parking’s diverse portfolio of products and services.

• Create a more efficient G&A profile, expected to generate net annual run-rate cost synergies in excess of $20 million by the end of the second year after closing.

• Expand Standard Parking’s client base and grow the business from a lower cost platform.

• Maintain a sound capital structure through a strong cash flow, solid balance sheet and attractive cost of capital.

• Facilitate significant investment in technologies to accelerate the development of new products and services to benefit customers and clients at a faster pace than either company would achieve on its own.

Why is this transaction compelling for Standard Parking stockholders?

We expect the combined company to become the preferred provider of outsourced parking facility management and maintenance, ground transportation and security services to commercial, institutional and municipal clients. We believe this will be a transformational merger for a variety of reasons:

• Post-closing, we’ll immediately begin to blend the best of both companies to enhance the suite of services and products that we provide both to our parking customers and to our clients.

• Moving forward, we expect to accelerate the development of parking-related technology to improve the customer experience even more and, therefore, increase value for our clients.

• Doubling our location base will dramatically increase our opportunities to cross-sell our diversified SP Plus^® service lines. Moreover, clients who take advantage of these services will benefit from a “one-stop shop” – a single-source vendor that can provide a single client interface across many disciplines, affording simplification of supervision and reporting.

• We expect to generate annual run-rate cost synergies in excess of $20 million by the end of the second year after closing.

• We expect the transaction to be accretive to earnings per share in two to three years.

• Strong free cash flow should enable repayment of debt to achieve debt leverage of 2.5x within three years.

INVESTOR FREQUENTLY ASKED QUESTIONS

Why do this deal now? Does this transaction represent a change in Standard Parking’s strategy?

Both companies’ businesses are strong and our strategies are complementary, so the time is simply right.

Standard Parking’s track record of successfully integrating other parking operators has positioned the company for a larger, more transformational merger. The Company has built a strong balance sheet and delivered predictable, transparent operating results that generate strong free cash flow.

Central Parking has built a strong underlying business by operating a diverse portfolio of parking locations for a wide array of clients, with the potential to generate significant cash flow.

Central Parking’s customer-facing programs and services delivered through web-based applications and the use of centralized customer service centers complement Standard Parking’s own investments in centralized, remote customer service centers and other customer-based initiatives.

What are the terms of the transaction?

The total consideration for Central Parking is $350 million through a combination of cash to Central Parking stockholders, Standard Parking stock and the assumption of Central Parking debt.

Specifically:

• At closing, Standard Parking will issue additional shares of common stock such that Central Parking’s stockholders will hold 6.16 million shares, or 28%, of the combined company on a diluted basis (subject to reduction under certain circumstances as provided in the merger agreement).

• Central Parking’s stockholders will also be entitled to receive a total of $27 million of cash consideration (subject to adjustment as provided in the merger agreement) to be paid in three years to the extent it is not used to satisfy any indemnity obligations that arise under the agreement.

• Standard Parking will assume approximately $210 million of Central Parking’s debt net of cash acquired, which will be refinanced at closing using the proceeds of the combined company’s new $450 million senior credit facility.

• Based on the most recent 20 trading day average price of stock, the stock component is valued at $111 million, for a total consideration of $350 million.

• Standard Parking’s Board of Directors will expand from five to eight members, with the three new Board members being representatives of Central Parking’s stockholders.

INVESTOR FREQUENTLY ASKED QUESTIONS

What are the principal approvals required to close?

The Boards of Directors of both companies and Central Parking’s stockholders have approved the transaction. The merger is subject to Standard Parking’s stockholder approval, antitrust and other regulatory review, consummation of the financing and other customary closing conditions.

What is the total transaction and integration cost that Standard Parking will incur?

Standard Parking anticipates total merger and integration costs of approximately $39 million. Approximately $8 million is expected for transaction costs, $22 million for synergy planning and integration costs, and $9 million for financing costs. Approximately $4 million of the total has been incurred to date.

What level of cost synergies do you expect to realize? Will there be associated personnel reductions?

The transaction is expected to generate annual run-rate cost synergies in excess of $20 million by the end of the second year after closing.

The elimination of management overlaps and the consolidation of business support functions will result in headcount reductions, which we expect will be less than 2% of the combined workforce of over 25,000.

What do the pro-forma financials look like?

The deal is expected to be accretive to earnings per share in two to three years. We expect to generate annual run-rate cost synergies in excess of $20 million by the end of the second year after closing. Additionally, the strong free cash flow should enable repayment of debt to achieve debt leverage of 2.5x within three years.

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding expected cost synergies and other anticipated benefits of the proposed merger of Standard Parking Corporation (“Standard”) and the parent of Central Parking Corporation (“Central”), the expected future operating results of the combined company, the expected timing of completion of the merger and the other expectations, beliefs, plans, intentions and strategies of Standard. Standard has tried to identify these statements by using words such as “expect,” “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project” and “will” and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. These forward-looking statements are made based on management's expectations and beliefs concerning future events and are subject to uncertainties and factors relating to operations and the business environment, all of which are difficult to predict and many of which are beyond management's control. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, but not limited to, the following: the risk that the proposed business combination transaction is not completed on a timely basis or at all; the ability to integrate Central into the business of Standard successfully and the amount of time and expense spent and incurred in connection with the integration; the risk that the economic benefits, cost savings and other synergies that Standard anticipates as a result of the transaction are not fully realized or take longer to realize than expected; the risk that Standard or Central may be unable to obtain antitrust or other regulatory clearance required for the transaction, or that required antitrust or other regulatory clearance may delay the transaction or result in the imposition of conditions that could adversely affect the operations of the combined company or cause the parties to abandon the transaction; intense competition; the loss, or renewal on less favorable terms, of management contracts and leases; and changes in general economic and business conditions or demographic trends.

For a detailed discussion of factors that could affect Standard’s future operating results, please see Standard’s filings with the Securities and Exchange Commission (the “SEC”), including the disclosures under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, Standard undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances, future events or for any other reason.

INVESTOR FREQUENTLY ASKED QUESTIONS

Additional Information

The shares of Standard’s common stock to be issued as consideration under the merger agreement will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws, and, unless so registered, such shares may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This document does not constitute an offer to buy or sell securities, or a solicitation of any vote or approval, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Standard intends to file with the SEC a proxy statement and other relevant materials in connection with the proposed business combination transaction referenced in this document. Before making any voting decision with respect to the proposed transaction, Standard stockholders are urged to read the proxy statement when it becomes available, and as it may be amended from time to time, because it will contain important information regarding the proposed transaction. Standard’s stockholders may obtain a free copy of the proxy statement and other relevant materials, when available, and other documents filed by Standard with the SEC at the SEC’s website at http://www.sec.gov. In addition, copies of the proxy statement, when available, will be provided free of charge by Standard to all of its stockholders. Additional requests for proxy statements and other relevant materials should be directed to Standard Parking, Investor Relations, 900 N. Michigan Ave., Chicago, IL 60611 or by email at investor_relations@standardparking.com.

Standard and Central and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from Standard’s stockholders with respect to the proposed transaction. Any interests of the executive officers and directors of Standard and Central in the proposed transaction will be described in the proxy statement, when it becomes available. For additional information about Standard’s executive officers and directors, see Standard’s proxy statement filed with the SEC on March 28, 2011.

EX-99.8

Exhibit 99.8

EMPLOYEE FREQUENTLY ASKED QUESTIONS

Why is this transaction good for employees?

It should open up new opportunities for our employees because we’re doing this transformational deal to help us grow faster than we have been. For example:

• We’ll be able to fill some key positions we haven’t been able to fill in the past due to the budget constraints of a smaller company.

• We’ll be able to cross-sell things we have and they don’t – such as our SP Plus^® services, Click and Park, etc. – to potentially 2,200 new locations.

• Similarly, we’ll be able to use the excellent suite of customer-facing products and services they have that we don’t – such as their customer call centers, Focus Point remote management division and the like – to further enhance the high level of service our parking customers and clients already receive.

• Together we’ll be able to invest in technology and product development more heavily than either company could individually because right now we’re each spending money developing the same things.

Will there be personnel reductions?

Virtually all field employees working at our operating locations won’t see any change in their daily responsibilities or their interactions with their managers as a result of this merger.

Less than 2% of our combined workforce is likely to be affected, primarily in management overlap positions and in connection with any consolidation of back office processes that may occur. Know, however, that where possible, the company intends to attempt to find other positions within the company for qualified employees whose existing positions will be eliminated.

Over the next several months, we will finalize plans for the organization’s future structure. Specifics related to employee retention programs and separations will be announced in due course.

The combined company’s corporate headquarters will be in Chicago, but Nashville is expected to continue as an important support office. Post-closing, Standard Parking Corporation and Central Parking Corporation will engage in careful, considered planning in our combined efforts to ensure a seamless integration.

When will employees know if they will lose their jobs?

The signing of the Agreement and Plan of Merger with Central Parking is only the first step in a lengthy process. Over the next several months, we will finalize plans for the organization’s future structure, which will include these types of personnel decisions. Specifics related to employee retention programs and separations will be announced in due course.

EMPLOYEE FREQUENTLY ASKED QUESTIONS

Will employees retain their current titles post-integration?

The signing of the Agreement and Plan of Merger with Central Parking is only the first step in a lengthy process. While some individuals may be asked to assume different roles with a different title, we won’t know how many or who until we finalize plans for the organization’s future structure. Personnel decisions will be communicated in due course.

Will any employees be reassigned to other positions or be asked to transfer?

The signing of the Agreement and Plan of Merger with Central Parking is only the first step in a lengthy process. While some individuals may be reassigned or asked to move, we won’t know how many or who until we finalize plans for the organization’s future structure. Personnel decisions will be communicated in due course.

Will there be any changes to compensation and benefits?

The signing of the definitive Agreement and Plan of Merger with Central Parking is only the first step in a lengthy process. Details regarding any changes to compensation or benefits will be finalized as part of the overall planning that will occur over the next few months and will be communicated to employees in due course.

Where will the company be headquartered after the close of the transaction?

The combined company’s corporate headquarters will be in Chicago. Nashville is expected to continue as an important support office.

What can Standard Parking and Central Parking employees expect for now?

Until the transaction is closed, the two companies will remain completely independent and will operate separately, just as they have in the past. Therefore, during this interim period, Standard Parking and Central Parking employees will see no change in their day-to-day responsibilities or in their interactions with their respective employers.

Accordingly, there should be no interruption in the quality of service provided to our respective clients and customers, and we will continue to service our clients and perform our obligations with the same quality and consistency as we always have.

The employees of each company should continue to build their respective brands, just as they have in the past. The more successful Standard Parking and Central Parking are during this interim period, the more successful the combined company will be, and the more opportunities will exist for all employees after the transaction closes.

As an employee, where can I get more information about this transaction?

If you have additional questions about how this transaction will affect you as an employee, please contact your manager or visit the dedicated transaction page on Standard Parking’s intranet from time to time for updated information.

EMPLOYEE FREQUENTLY ASKED QUESTIONS

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding expected cost synergies and other anticipated benefits of the proposed merger of Standard Parking Corporation (“Standard”) and the parent of Central Parking Corporation (“Central”), the expected future operating results of the combined company, the expected timing of completion of the merger and the other expectations, beliefs, plans, intentions and strategies of Standard. Standard has tried to identify these statements by using words such as “expect,” “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project” and “will” and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. These forward-looking statements are made based on management’s expectations and beliefs concerning future events and are subject to uncertainties and factors relating to operations and the business environment, all of which are difficult to predict and many of which are beyond management’s control. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, but not limited to, the following: the risk that the proposed business combination transaction is not completed on a timely basis or at all; the ability to integrate Central into the business of Standard successfully and the amount of time and expense spent and incurred in connection with the integration; the risk that the economic benefits, cost savings and other synergies that Standard anticipates as a result of the transaction are not fully realized or take longer to realize than expected; the risk that Standard or Central may be unable to obtain antitrust or other regulatory clearance required for the transaction, or that required antitrust or other regulatory clearance may delay the transaction or result in the imposition of conditions that could adversely affect the operations of the combined company or cause the parties to abandon the transaction; intense competition; the loss, or renewal on less favorable terms, of management contracts and leases; and changes in general economic and business conditions or demographic trends.

For a detailed discussion of factors that could affect Standard’s future operating results, please see Standard’s filings with the Securities and Exchange Commission (the “SEC”), including the disclosures under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, Standard undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances, future events or for any other reason.

Additional Information

The shares of Standard’s common stock to be issued as consideration under the merger agreement will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws, and, unless so registered, such shares may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This document does not constitute an offer to buy or sell securities, or a solicitation of any vote or approval, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Standard intends to file with the SEC a proxy statement and other relevant materials in connection with the proposed business combination transaction referenced in this document. Before making any voting decision with respect to the proposed transaction, Standard stockholders are urged to read the proxy statement when it becomes available, and as it may be amended from time to time, because it will contain important information regarding the proposed transaction. Standard’s stockholders may obtain a free copy of the proxy statement and other relevant materials, when available, and other documents filed by Standard with the SEC at the SEC’s website at http://www.sec.gov. In addition, copies of the proxy statement, when available, will be provided free of charge by Standard to all of its stockholders. Additional requests for proxy statements and other relevant materials should be directed to Standard Parking, Investor Relations, 900 N. Michigan Ave., Chicago, IL 60611 or by email at investor_relations@standardparking.com.

Standard and Central and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from Standard’s stockholders with respect to the proposed transaction. Any interests of the executive officers and directors of Standard and Central in the proposed transaction will be described in the proxy statement, when it becomes available. For additional information about Standard’s executive officers and directors, see Standard’s proxy statement filed with the SEC on March 28, 2011.

EX-99.9

Exhibit 99.9

CLIENT FREQUENTLY ASKED QUESTIONS

Why is this transaction good for clients?

It will increase value in several ways. First, we’ll be able to expand the suite of products and services we offer to our parking customers and clients. Standard Parking and Central Parking have each developed automated and web-based, state-of-the-art products and services that currently benefit only our respective parking customers and clients. The combination will enable the combined company to blend the best products and services of both companies and offer them to all of our clients. These include location management and reporting technology such as:

• Electronic (interactive) marketing services to generate parking demand, including consumer facing websites and iPhone and Android apps

• Monthly parker billing and management systems designed to bill and collect monthly parking revenues consistent with the requirements of tenant leases (MPM Plus^TM, CARS)

• Automated, remotely-monitored equipment to enable revenue generation (Pay Park & Go, Focus Point remote management division) and efficient, automated reporting

• Revenue analysis tool for office building clients (ParkROI^TM)

• Online financial data and client reporting (Client View^SM, WebVision^TM)

Once the merger is consummated, the combined company should be able to accelerate the development of new technology that will enhance customer service and thus should drive client revenues at a faster pace than either company would achieve on its own. An expanded location base will capture parking data on a scale that will better identify customers’ parking preferences to help guide the development of this technology.

Clients also will benefit from a single-source vendor that can provide a single client interface across many disciplines, affording simplification and continuity of supervision and reporting.

How will this affect my contract and rates?

Your contract’s terms and provisions won’t be affected.

Will there be new product or service offerings?

Standard Parking and Central Parking have each developed automated and web-based, state-of-the-art products and services that currently benefit only their respective parking customers and clients. The combination will enable the combined company to offer all of those benefits to all of our customers and clients.

Moving forward, we expect to be able to accelerate the development of parking-related technology that will further enhance the parking customer’s experience as well as the service we provide to our clients.

CLIENT FREQUENTLY ASKED QUESTIONS

Do I have the same client contact?

Yes, Standard Parking and Central Parking will continue to operate as completely separate and independent companies, just as they’ve always done, until the deal is closed, so nothing will change. Even after the transaction is closed, we will strive to only make personnel changes if we are confident your service levels will be enhanced.

Why should I allow both Central Parking and Standard Parking to bid on my deal since the two companies are merging?

Standard Parking and Central Parking will continue operating as completely separate and independent companies – just as we’ve always done – until the deal is approved by the government and closed.

After the closing, will you give my location competitive pricing or the attention it needs to drive revenue?

Certainly.

In fact, we expect this transaction to increase client value by blending the best existing products and services of both companies, which will enhance the customer’s parking experience as well as the services we provide to our clients.

Moving forward, the combined company should accelerate the development of new technology that will enhance customer service at a faster pace than either company would achieve on its own. An expanded location base will capture parking data on a scale that will better identify customers’ parking preferences to help guide the development of this technology and thus should continue to drive client revenues.

How can I expect this merger to impact the company’s efficiency and responsiveness for its clients?

We expect the resources that will be available to the combined company will work to our advantage in enabling us to enhance our efficiency and responsiveness. We are committed to the rapid development of technology that improves the parking customer’s experience and makes the garage operations and our reporting even more efficient and cost-effective.

Moreover, we don’t expect any meaningful change in the personnel working at or supervising your location. While we will be consolidating business support functions and eliminating management overlaps once the merger closes, the anticipated personnel reductions are expected to be less than 2% of our total combined workforce. Any changes that may ultimately be made will only enhance the high service levels and array of product and service offerings to our clients and customers.

How will clients be kept updated on the status of the deal? To whom should questions be referred?

If you have any questions regarding how the transaction will affect you as a client, please feel free to reach out directly to your existing Standard Parking contact.

CLIENT FREQUENTLY ASKED QUESTIONS

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding expected cost synergies and other anticipated benefits of the proposed merger of Standard Parking Corporation (“Standard”) and the parent of Central Parking Corporation (“Central”), the expected future operating results of the combined company, the expected timing of completion of the merger and the other expectations, beliefs, plans, intentions and strategies of Standard. Standard has tried to identify these statements by using words such as “expect,” “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project” and “will” and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. These forward-looking statements are made based on management’s expectations and beliefs concerning future events and are subject to uncertainties and factors relating to operations and the business environment, all of which are difficult to predict and many of which are beyond management’s control. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, but not limited to, the following: the risk that the proposed business combination transaction is not completed on a timely basis or at all; the ability to integrate Central into the business of Standard successfully and the amount of time and expense spent and incurred in connection with the integration; the risk that the economic benefits, cost savings and other synergies that Standard anticipates as a result of the transaction are not fully realized or take longer to realize than expected; the risk that Standard or Central may be unable to obtain antitrust or other regulatory clearance required for the transaction, or that required antitrust or other regulatory clearance may delay the transaction or result in the imposition of conditions that could adversely affect the operations of the combined company or cause the parties to abandon the transaction; intense competition; the loss, or renewal on less favorable terms, of management contracts and leases; and changes in general economic and business conditions or demographic trends.

For a detailed discussion of factors that could affect Standard’s future operating results, please see Standard’s filings with the Securities and Exchange Commission (the “SEC”), including the disclosures under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, Standard undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances, future events or for any other reason.

Additional Information

The shares of Standard’s common stock to be issued as consideration under the merger agreement will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws, and, unless so registered, such shares may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This document does not constitute an offer to buy or sell securities, or a solicitation of any vote or approval, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Standard intends to file with the SEC a proxy statement and other relevant materials in connection with the proposed business combination transaction referenced in this document. Before making any voting decision with respect to the proposed transaction, Standard stockholders are urged to read the proxy statement when it becomes available, and as it may be amended from time to time, because it will contain important information regarding the proposed transaction. Standard’s stockholders may obtain a free copy of the proxy statement and other relevant materials, when available, and other documents filed by Standard with the SEC at the SEC’s website at http://www.sec.gov. In addition, copies of the proxy statement, when available, will be provided free of charge by Standard to all of its stockholders. Additional requests for proxy statements and other relevant materials should be directed to Standard Parking, Investor Relations, 900 N. Michigan Ave., Chicago, IL 60611 or by email at investor_relations@standardparking.com.

Standard and Central and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from Standard’s stockholders with respect to the proposed transaction. Any interests of the executive officers and directors of Standard and Central in the proposed transaction will be described in the proxy statement, when it becomes available. For additional information about Standard’s executive officers and directors, see Standard’s proxy statement filed with the SEC on March 28, 2011.

EX-99.10

Exhibit 99.10

CUSTOMER FREQUENTLY ASKED QUESTIONS

Why is this transaction good for customers?

Standard Parking Corporation and Central Parking Corporation have each developed automated and web-based, state-of-the-art products and services that currently benefit only our respective customers. The merger will blend the best products and services of both companies to deliver improved parking experiences to all of our customers, including customer interface technologies such as:

• Online parking and shuttle bus reservation tools that allow you to reserve and pay for your parking or shuttle bus seats in advance (Click and Park^®, Click and Ride^TM)

• Online parking location and related information websites (Parking.com and AboutParking.com)

• Multi-channel customer support providing city-by-city information

Once the merger is consummated, the combined company expects to be able to accelerate the development of new technology at a faster pace than either company would achieve on its own. As a result, you should enjoy improved parking experiences and higher satisfaction. Our expanded location base will capture parking data on a scale that will better identify your parking preferences, which will help guide the development of technologies to enhance customer service.

How does this affect my current parking contract and rates?

Your current parking contract and rates won’t be affected.

I’m a monthly parker. Is anything happening now that will change the way I pay for my parking?

No. All of the billing and payment procedures currently being used remain in place and are unaffected.

Will there be new customer product or service offerings?

After the merger is consummated, we expect to accelerate the development of new parking-related technology that will improve your parking experience. Moreover, the merger will allow us to blend the best existing products and services of both companies to offer to all of our combined customers, thus delivering improved parking experiences.

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding expected cost synergies and other anticipated benefits of the proposed merger of Standard Parking Corporation (“Standard”) and the parent of Central Parking Corporation (“Central”), the expected future operating results of the combined company, the expected timing of completion of the merger and the other expectations, beliefs, plans, intentions and strategies of Standard. Standard has tried to identify these statements by using words such as “expect,” “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project” and “will” and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. These forward-looking statements are made based on management’s expectations and beliefs concerning future events and are subject to uncertainties and factors relating to operations and the business environment, all of which are difficult to predict and many of which are beyond management’s control. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, but not limited to, the following: the risk that the proposed business

CUSTOMER FREQUENTLY ASKED QUESTIONS

combination transaction is not completed on a timely basis or at all; the ability to integrate Central into the business of Standard successfully and the amount of time and expense spent and incurred in connection with the integration; the risk that the economic benefits, cost savings and other synergies that Standard anticipates as a result of the transaction are not fully realized or take longer to realize than expected; the risk that Standard or Central may be unable to obtain antitrust or other regulatory clearance required for the transaction, or that required antitrust or other regulatory clearance may delay the transaction or result in the imposition of conditions that could adversely affect the operations of the combined company or cause the parties to abandon the transaction; intense competition; the loss, or renewal on less favorable terms, of management contracts and leases; and changes in general economic and business conditions or demographic trends.

For a detailed discussion of factors that could affect Standard’s future operating results, please see Standard’s filings with the Securities and Exchange Commission (the “SEC”), including the disclosures under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, Standard undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances, future events or for any other reason.

Additional Information

The shares of Standard’s common stock to be issued as consideration under the merger agreement will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws, and, unless so registered, such shares may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This document does not constitute an offer to buy or sell securities, or a solicitation of any vote or approval, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Standard intends to file with the SEC a proxy statement and other relevant materials in connection with the proposed business combination transaction referenced in this document. Before making any voting decision with respect to the proposed transaction, Standard stockholders are urged to read the proxy statement when it becomes available, and as it may be amended from time to time, because it will contain important information regarding the proposed transaction. Standard’s stockholders may obtain a free copy of the proxy statement and other relevant materials, when available, and other documents filed by Standard with the SEC at the SEC’s website at http://www.sec.gov. In addition, copies of the proxy statement, when available, will be provided free of charge by Standard to all of its stockholders. Additional requests for proxy statements and other relevant materials should be directed to Standard Parking, Investor Relations, 900 N. Michigan Ave., Chicago, IL 60611 or by email at investor_relations@standardparking.com.

Standard and Central and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from Standard’s stockholders with respect to the proposed transaction. Any interests of the executive officers and directors of Standard and Central in the proposed transaction will be described in the proxy statement, when it becomes available. For additional information about Standard’s executive officers and directors, see Standard’s proxy statement filed with the SEC on March 28, 2011.

EX-99.11

Exhibit 99.11

Standard Parking Corporation and Central Parking, Inc.

Merger of America’s Premier Service Providers

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding expected cost synergies and other anticipated benefits of the proposed merger of Standard Parking and Central Parking, the expected future operating results of the combined company, the expected timing of completion of the merger and the other expectations, beliefs, plans, intentions and strategies of Standard Parking. Standard Parking has tried to identify these statements by using words such as “expect,” “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project” and “will” and similar terms and phrases, but such words, terms and phrases are not the exclusive means of identifying such statements. These forward-looking statements are made based on management’s expectations and beliefs concerning future events and are subject to uncertainties and factors relating to operations and the business environment, all of which are difficult to predict and many of which are beyond management’s control. Actual results, performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements due to a variety of risks, uncertainties and other factors, including, but not limited to, the following: the risk that the proposed business combination transaction is not completed on a timely basis or at all; the ability to integrate Central Parking into the business of Standard Parking successfully and the amount of time and expense spent and incurred in connection with the integration; the risk that the economic benefits, cost savings and other synergies that Standard Parking anticipates as a result of the transaction are not fully realized or take longer to realize than expected; the risk that Standard Parking or Central Parking may be unable to obtain antitrust or other regulatory clearance required for the transaction, or that required antitrust or other regulatory clearance may delay the transaction or result in the imposition of conditions that could adversely affect the operations of the combined company or cause the parties to abandon the transaction; intense competition; the loss, or renewal on less favorable terms, of management contracts and leases; and changes in general economic and business conditions or demographic trends.

For a detailed discussion of factors that could affect Standard Parking’s future operating results, please see Standard Parking’s filings with the Securities and Exchange Commission (the “SEC”), including the disclosures under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, Standard Parking undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances, future events or for any other reason.

1

Additional Information

The shares of Standard Parking’s common stock to be issued as consideration under the merger agreement will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws, and, unless so registered, such shares may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This document does not constitute an offer to buy or sell securities, or a solicitation of any vote or approval, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Standard Parking intends to file with the SEC a proxy statement and other relevant materials in connection with the proposed business combination transaction referenced in this document. Before making any voting decision with respect to the proposed transaction, Standard Parking stockholders are urged to read the proxy statement when it becomes available, and as it may be amended from time to time, because it will contain important information regarding the proposed transaction. Standard Parking’s stockholders may obtain a free copy of the proxy statement and other relevant materials, when available, and other documents filed by Standard Parking with the SEC at the SEC’s website at http://www.sec.gov. In addition, copies of the proxy statement, when available, will be provided free of charge by Standard Parking to all of its stockholders. Additional requests for proxy statements and other relevant materials should be directed to Standard Parking, Investor Relations, 900 N. Michigan Ave., Chicago, IL 60611 or by email at investor_relations@standardparking.com.

Standard Parking and Central Parking and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from Standard Parking’s stockholders with respect to the proposed transaction. Any interests of the executive officers and directors of Standard Parking and Central Parking in the proposed transaction will be described in the proxy statement, when it becomes available. For additional information about Standard Parking’s executive officers and directors, see Standard Parking’s proxy statement filed with the SEC on March 28, 2011.

2

Merger of Two Premier Parking Service Providers

Transaction: Merger of Standard Parking and Central Parking

Consideration: 6.161 million Standard Parking shares, $27 million cash paid in 3 years and assumption of $210 million Central Parking debt, net of cash acquired

Synergies:

$20 million annual run-rate net cost synergies expected to be achieved by end of year 2

Acquisition Multiple:

10.1x LTM adjusted EBITDA

6.4x LTM adjusted EBITDA plus $20 million in synergies

Anticipated Closing:

3rd Quarter 2012

Relative Ownership:

28% Central Parking stockholders / 72% existing Standard Parking stockholders

Accretion: Expected to be accretive to EPS within 2-3 years

Pro Forma Leverage: 4.5x LTM adjusted EBITDA 3.6x LTM adjusted EBITDA plus synergies

Note: LTM as of September 30, 2011.

3

Key Metrics

Standard Parking Central Parking Combined

Parking Spaces 1.2 million 1.0 million 2.2 million

Managed Locations 1,953 1,434 3,387

Leased Locations 201 839 1,040

Owned Locations 0 0 0

Total Locations 2,154 2,273 4,427

Employees ~12,000 ~14,000 ~26,000

LTM Total Revenue(1) $322.6 $535.5 $858.1

LTM Gross Profit 89.1 80.7 169.8

LTM EBITDA(2) $41.6 $34.4 $76.0

LTM Adjusted EBITDA Plus Cost Synergies(3) $96.0

Note: Dollars in millions. LTM as of September 30, 2011. Central Parking financial information excludes real estate assets to be disposed of prior to close.

(1) Total revenue excludes reimbursed management contract expenses.

(2) Central Parking EBITDA adjusted for certain items not expected to be indicative of future performance. (3) Pro forma adjusted EBITDA includes $20 million of net run-rate cost synergies.

4

Central Parking Overview

Central Parking has built a solid underlying business by developing strong operating brands and by focusing on the creation and integration of advanced, customer-centric technologies and services to deliver enhanced service levels to its parking customers

Clients include some of the nation’s largest owners and developers of mixed-use projects, major office building complexes, sports stadiums and arenas, hotels, major hospitals, government agencies and airports

Airports

Stadiums

Hotels

Other

Los Angeles International George Bush Intercontinental Ft. Lauderdale International

San Francisco International

Miami International Nashville International New Orleans International Detroit International Salt Lake City International

Cowboys Stadium Lincoln Financial Field Citizen’s Bank Park

Oriole Park at Camden Yards

LP Field MetLife Stadium M&T Bank Stadium Tropicana Field Citizens Bank Park

Waldorf Astoria, New York The St. Regis, Washington D.C.

Westin Peachtree Plaza, Atlanta Ritz-Carlton: San Juan, Miami, Atlanta, Philadelphia and Washington DC Bally’s Atlantic City Fontainebleau Miami Beach Fairmont Turnberry Hotel

Hospital

Children’s, St. Vincent, New York Presbyterian, Nebraska Medical Center

Municipal / Transit

Charlotte, San Jose, Chicago, Portland, Santa Monica, New York City Mixed Use

Time Warner Center, Point Orlando

5

Central Parking Underwent Significant Transformation

Acquisition of Central Parking in 2007 by Kohlberg & Company, Versa and Lubert-Adler

Since the acquisition, Central Parking has undergone a significant transformation:

Divested all its material owned real estate, as well as all of its international parking operations, to focus on its core North American leased and managed business

Upgraded senior management team, including a new CEO, CFO and several other senior executives

Substantially improved contract retention, new contract acquisition and lease contract economics

Focus intensified on customer experience improvements

Centralized back-office functions from 42 city offices to headquarters in Nashville

Invested substantially in technology, including parking revenue equipment and remote facility monitoring capabilities

6

Value-Creating Merger for Stockholders

Transformational Transaction

Increased Scale to Cross-Sell Next Generation of Services

Significant Cost Synergies

Attractive Asset that Underwent Significant Transformation

Maintain a Conservative Financial Position

7

Revolutionary Company Uses Technology to Enhance Client and Customer Service

Proprietary IT benefiting clients

Electronic, interactive marketing service

Monthly billing and management Revenue analysis tools Online parking reservations – Click & Park National strategic platform of SP Plus branded services: Transportation, maintenance and security Public company financial controls in place

Innovative customer experience Unique marketing capabilities

Extensive customer service center – 24/7 assistance Customer loyalty programs Well-integrated online support across multiple channels

Parking.com

Proprietary web-based customer applications Focus Point remote management Renowned valet competency – USA Parking

Transformed Company

Client-Focused Services

Automated and web-based state-of-the-art products and services: transportation, security, maintenance, parking enforcement, meter collection CRM systems and capabilities to capture parking data on a large scale

Enhanced property management technology: marketing services, billings systems and automated reporting Leverage services for superior client returns

Customer-Focused Services

Leverage customer information and technology to deliver superior service

Understand customer preferences faster and more completely

Interactive city-by-city information provided for customers across all lots

We are committed to investing in new technology across a national footprint

8

Increased Scale to Cross-Sell Next Generation of Services

Cross-sell diversified line of SP Plus branded services and products across Central

Parking’s location base

Enable customers and clients to benefit from the suite of automated and web-based, state-of-the-art products and services:

Click and Park ® Click and RideTM

ParkROITM

AboutParking.com MPM PlusTM Web VisionTM

Client ViewTM Focus PointTM Pay Park & GoTM

Expand client base and grow business from lower-cost platform

Accelerate technology innovations to enhance customer parking experiences, develop new products and services and, therefore, drive client value

9

Generates Tangible, Compelling Cost Savings

Create more efficient G&A profile and achieve net annual run-rate cost synergies of $20 million within 2 years through:

Consolidating back office and field organization

Eliminating duplicate infrastructure costs

Leveraging expanded purchasing volume of combined company

Expect to realize ~25% of net cost synergies in the first year after the closing of the merger

Transaction and integration costs will offset

Realized Synergies

($ in millions)

$5

$15

$20

Year 1 Year 2 Year 3

10

Comprehensive Post-Close Integration Planning

Proven integration record and management expertise

Standard Parking management: worked together >10 years; average of 25 years parking industry experience; successfully integrated 9 companies since 2004

Central Parking management: extensive industry experience; gained insight in development of advanced, customer-centric products and technologies

Talented combined management team:

Today

James A. Wilhelm Standard Parking CEO

James A. Marcum Central Parking CEO

G. Marc Baumann Standard Parking CFO

Future

Combined Company CEO

Combined Company COO

Combined Company CFO

Post-closing, comprehensive plan to achieve seamless integration

Booz & Company retained to advise on integration

Evaluation of long-term brand strategy

11

Maintaining Conservative Financial Position

Attractive Financing

$450 million Senior Secured Credit Facilities fully committed

$200 million Revolver

$250 million Term Loan Favorable financing terms

Libor + 325 pts

Continued support of existing and new lenders

Bank of America, Wells Fargo, J.P. Morgan Chase, U.S. Bank, GE Antares Capital, First Hawaiian Bank 6.161 million shares issued to Central Parking shareholders as equity consideration $27 million cash consideration to be paid in 3 years

Conservative Capital Structure

Manageable total leverage with flexibility

Expect rapid deleveraging

Covenant debt leverage of 2.5x adjusted EBITDA within 3 years

Continued ability to invest in new initiatives

LTM Adj. EBITDA Contribution Pro Forma Equity Ownership

Central Parking

45%

55%

Standard Parking

Central Parking

28%

72%

Standard Parking

Sound capital structure supported by stronger pro forma cash generation

Maintains ample financial liquidity

Enhances stock liquidity for stockholders

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Value-Creating Merger for Stockholders

Transformational Transaction

Increased Scale to Cross-Sell Next Generation of Services

Significant Cost Synergies

Attractive Asset that Underwent Significant Transformation

Maintain a Conservative Financial Position

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Value-Creating Merger for Stockholders

Transformational Transaction

Increased Scale to Cross-Sell Next Generation of Services

Significant Cost Synergies

Attractive Asset that Underwent Significant Transformation

Maintain a Conservative Financial Position

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Standard Parking Corporation and Central Parking, Inc.

Merger of America’s Premier Service Providers

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