DEPOSIT AGREEMENT

THIS DEPOSIT AGREEMENT (the “Agreement”) is made this ____ day of January 2012 by
and between Royalton Capital Investors II L.P., a Guernsey limited partnership, with its
registered address at P.O. Box 225, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1
3QL (“Depositor”) and City Parking Group Sp. z o.o., a limited liability company organized and
existing in accordance with the Polish Law, with its registered seat in Grudziądz, ul.
Budowlanych 3, entered into the National Court Register kept by the District Court in Toruń,
under the number KRS 0000125587 (the “Account Holder”).

For good and valuable consideration, the Depositor and the Account Holder agree as follows:

1. The Account Holder accepts a money deposit of EUR 850,000 (the “Deposit”), and shall be
under the obligation to return to the Depositor or to pay to a third party nominated by
Depositor such Deposit, less any interest thereon, bank fees and any applicable taxes, at the
written request of the Depositor.
2. The Depositor shall deposit the Deposit in the designated account of the Account Holder with
a value date of January 30, 2012.
3. The Deposit shall remain the property of the Depositor.
4. The Deposit shall be held at all times in the Account Holder’s EUR account in Poland.
5. The Account Holder may not dispose of the Deposit except on the prior written instruction of
the Depositor.
6. The Account Holder shall be entitled to retain all interest on the Deposit as consideration for
acting as the Account Holder.
7. Issues not regulated by this Agreement shall be regulated by the Civil Code of Poland.
8. Any and all changes made to this Agreement shall be made in writing.
9. This Agreement may be signed in any number of counterparts.

DEPOSITOR ACCOUNT HOLDER

Royalton Capital Investors II L.P. City Parking Group Sp. z o.o.

By: RCI GenPar II L.P., its general partner
By: RCI MGP II Limited, its general partner

________________________ ________________________
Gabriella Huber Michal Wiklinski
Director Director

________________________
Ireneusz Zimoch
Director