0000945234-04-000047 Sample Contracts

IMPERIAL PARKING CORPORATION, IMPERIAL PARKING MANAGEMENT, LLC and IPK ACQUISITION CORPORATION AGREEMENT AND PLAN OF MERGER Dated as of January 22, 2004
Agreement and Plan of Merger • January 26th, 2004 • Imperial Parking Corp • Services-automotive repair, services & parking • New York

AGREEMENT AND PLAN OF MERGER, dated as of January 22, 2004 (this “Agreement”), by and among Imperial Parking Corporation, a Delaware corporation (the “Company”), Imperial Parking Management, LLC, a Delaware limited liability company (“Parent”), and IPK Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”).

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VOTING AND OPTION AGREEMENT
Voting and Option Agreement • January 26th, 2004 • Imperial Parking Corp • Services-automotive repair, services & parking • Delaware

Voting and Option Agreement (this “Agreement”), dated as of January 22, 2004 by and among Imperial Parking Management, LLC, a Delaware limited liability company (“Parent”), and the stockholder(s) listed on the signature pages hereto (collectively, the “Stockholders”).

VOTING AGREEMENT
Voting Agreement • January 26th, 2004 • Imperial Parking Corp • Services-automotive repair, services & parking • Delaware

Voting Agreement (this “Agreement”), dated as of January 22, 2004 by and among Imperial Parking Management, LLC, a Delaware limited liability company (“Parent”), and the stockholder(s) listed on the signature pages hereto (collectively, the “Stockholders”).

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