SP Plus Corporation Common Stock, $0.001 par value Underwriting Agreement

EX-1.1 2 a17-12457_11ex1d1.htm EX-1.1

Exhibit 1.1

Execution verion

SP Plus Corporation

Common Stock, $0.001 par value

Underwriting Agreement

May 10, 2017

Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036

Ladies and Gentlemen:

The stockholders of SP Plus Corporation, a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriter named in Schedule I hereto (the “Underwriter”) an aggregate of 3,600,000 shares (“Firm Shares”) and, at the election of the Underwriter up to 540,000 additional shares (the “Optional Shares”) of common stock, $0.001 par value (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.

1. (A) The Company represents and warrants to, and agrees with, the Underwriter that:

(a) A registration statement on Form S-3 (File No. 333-187680) (the “Initial Registration Statement”) in respect of the Shares (i) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Act; and (iii) has become effective under the Act; the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, have been declared effective by the Commission in such form; and no stop order suspending the effectiveness of the Initial Registration Statement or any post-effective amendment thereto has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission (the base prospectus filed as part of the Initial Registration Statement relating to the Shares is hereinafter called the “Base Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement, including all exhibits thereto and including any prospectus supplement relating to the Shares that is filed with the Commission and

deemed by virtue of Rule 430B under the Act to be part of the Initial Registration Statement, each as amended at the time such part of the Initial Registration Statement became effective, are hereinafter collectively called the “Registration Statement”; the Base Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(c) hereof), is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus”; any reference herein to the Registration Statement, the Base Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3, as of the date of such prospectus; any reference to any amendment or supplement to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case after the date of the Base Prospectus, such Preliminary Prospectus or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”; and for the avoidance of doubt, (x) references herein to any information “in,” “contained in” or “included in” (or similar statements) the Initial Registration Statement, the Registration Statement, the Base Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall mean the information in such document or documents and the information incorporated by reference in such document or documents; and (y) references herein to information “in,” “contained in” or “included in” (or similar statements) the Prospectus shall mean information to be contained in or included in the Prospectus);

(b) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain 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 light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Underwriter expressly for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c) hereof, or by a Selling Stockholder expressly for use therein, it being understood and agreed that the only such information is that described as such in Section 1(B)(e) hereof;

(c) For the purposes of this Agreement, the “Applicable Time” is 4:30 p.m. (Eastern time) on the date of this Agreement. The Pricing Prospectus, as supplemented by the information listed on Schedule III hereto, taken together (collectively, the “Pricing Disclosure Package”), as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule III(a) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in the Pricing Disclosure Package or an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by the Underwriter expressly for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c) hereof, or by a Selling Stockholder expressly for use therein, it being understood and agreed that the only such information is that described as such in Section 1(B)(e) hereof;

(d) The documents incorporated by reference in the Pricing Prospectus and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a 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 any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder and will not contain 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 light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter expressly for use therein or by a Selling Stockholder expressly for use in the preparation of the answers therein to Item 7 of Form S–3; and no such documents were filed with the Commission since the Commission’s close of business on the business day immediately prior to the date of this Agreement except for the Form 8-K, to be filed, the form of which was provided to your counsel on May 10, 2017 and the Form 8-K, to be filed, that will include a copy of this agreement;

(e) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the rules and

regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain 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 or any amendment or supplement thereto in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c) hereof, or by a Selling Stockholder expressly for use therein, it being understood and agreed that the only such information is that described as such in Section 1(B)(e) hereof;

(f) Except as described or contemplated in the Pricing Prospectus (i) neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; (ii) since the latest date as of which information is given in each of the Registration Statement and the Pricing Prospectus, there has not been any change in the capital stock (other than as a result of the grant or exercise of stock options or award of shares of restricted stock or other awards pursuant to employee benefit plans existing on the date of this Agreement and described in the Pricing Prospectus or Prospectus) or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, business prospects, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”); and (iii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement, not in the ordinary course of business, that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, not in the ordinary course of business, that is material to the Company and its subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Pricing Prospectus;

(g) The Company and its subsidiaries have good and marketable title in fee simple to all real property, and good and marketable title to all personal property, owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Pricing Prospectus or such as would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases except as would not, individually or in the aggregate, have a Material Adverse Effect;

(h) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate

power and authority to own its properties and conduct its business as described in the Pricing Prospectus and the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to be so qualified would not have a Material Adverse Effect; and each subsidiary of the Company has been duly incorporated or formed, as applicable, and is validly existing as a corporation, limited liability company or limited partnership, as applicable, in good standing under the laws of its jurisdiction of incorporation or formation, as applicable, with power and authority to own its properties and conduct its business as described in the Pricing Prospectus and Prospectus, and has been duly qualified as a foreign corporation or limited liability company, as applicable, for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no liability or disability by reason of the failure to be so qualified in any such jurisdiction, except as would not have a Material Adverse Effect;

(i) The Company has an authorized capitalization as set forth in the Pricing Prospectus and the Prospectus, and all of the issued shares of capital stock of the Company, including the Shares to be sold by the Selling Stockholders, have been duly authorized and validly issued and are fully paid and non-assessable, and conform to the description of the Stock contained in the Pricing Prospectus and Prospectus; and all of the issued shares of capital stock or other equity interests, as applicable, of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and (except for directors’ qualifying shares and except as otherwise set forth in the Pricing Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (other than liens arising under the Company’s existing secured indebtedness described in the Pricing Prospectus and the Prospectus); and, except as set forth in the Pricing Prospectus, the stockholders of the Company have no preemptive or similar rights under the Company’s certificate of incorporation, by-laws or other documents to which the Company is a party;

(j) The execution, delivery and performance by the Company of this Agreement, the compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) the certificate of incorporation or by-laws or similar organization documents of the Company or (iii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except in the case of clauses (i) and (iii) above, for conflicts, breaches, violations or defaults that would not have, individually or in the aggregate, a Material Adverse Effect or affect the validity of the Shares; and no consent, approval, authorization, order, registration or qualification

of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of this Agreement and compliance herewith, the issuance and sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement, except the registration under the Act of the Shares, the approval by the Financial Industry Regulatory Authority (“FINRA”) of the underwriting terms and arrangements, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriter;

(k) Neither the Company nor any of its subsidiaries is (i) in violation of its certificate of incorporation or by-laws or similar organizational documents or (ii) in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except in the case of (ii) above, to the extent that any such default would not, individually or in the aggregate, have a Material Adverse Effect;

(l) The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Description of Capital Stock”, insofar as they purport to constitute a summary of the terms of the Stock, under the caption “Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of Shares of Our Common Stock” and under the caption “Underwriting” (other than notices to prospective investors outside of the United States described under such caption), insofar as they purport to describe the provisions of the U.S. federal income tax laws referred to therein, are accurate, complete and fair in all material respects;

(m) Other than as set forth in the Pricing Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect; and, to the best of the Company’s knowledge, no such proceedings are threatened by governmental authorities or others;

(n) The Company is not an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(o) The Company has the requisite corporate power and authority to execute and deliver this Agreement, perform its obligations hereunder and to consummate the transactions contemplated hereby; this Agreement has been duly authorized, executed and delivered by the Company;

(p) At the time of filing the Initial Registration Statement the Company was not and is not an “ineligible issuer,” as defined under Rule 405 under the Act;

(q) Ernst & Young LLP, who have certified certain financial statements of the Company and its subsidiaries, has advised the Company that they are independent

public accountants as required by the Act and the rules and regulations of the Commission thereunder;

(r) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting is effective for purposes of Rules 13a-15 and 15d-15 under the Exchange Act and the Company is not aware of any material weaknesses in its internal control over financial reporting;

(s) Since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;

(t) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective;

(u) There is no, and since January 1, 2014 there has not been any, failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply, in any material respects, with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications;

(v) There are no contracts, arrangements or documents which are required to be described in the Registration Statement or the Pricing Prospectus or to be filed as exhibits thereto which have not been so described and filed as required;

(w) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its subsidiaries own or otherwise have the right to use all (i) patents, patent applications, and inventions (whether or not patentable), (ii) copyrights, copyright applications and other works of authorship, (iii) confidential and proprietary information (including know-how, trade secrets and other similar information, systems or procedures), (iv) trademarks, service marks, trade names, and registrations and applications therefore, and (v) all other intellectual property rights (collectively, “Intellectual Property”) necessary to carry on the businesses now operated by them. Neither the Company nor any of its subsidiaries has

received any notice of any infringement, misappropriation, dilution or other violation by the Company or its subsidiaries of the rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property owned by the Company or its subsidiaries invalid, unenforceable or inadequate to protect the interest of the Company or any of its subsidiaries therein, except, in each case, where any of the foregoing, individually or in the aggregate, would not result in a Material Adverse Effect. To the knowledge of the Company, no third party has infringed, diluted, misappropriated or otherwise violated the Intellectual Property rights of the Company or any of its subsidiaries, except as disclosed in the Pricing Prospectus and the Prospectus or as would not otherwise have a Material Adverse Effect;

(x) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, with respect to each “employee pension benefit plan” (within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) for which the Company has any liability (whether absolute or contingent) (each, a “Plan”), (i) no failure to satisfy the minimum funding standards of Sections 302 and 303 of ERISA or Section 412 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)), or other event of the kind described in Section 4043(c) of ERISA (other than events with respect to which the 30-day notice requirement under Section 4043 of ERISA has been waived) has occurred; (ii) to the extent required by applicable law to be funded, and other than in the case of a “multiemployer plan” (as defined in Section 3(37) of ERISA), the fair market value of the assets under each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (iii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred, excluding transactions effected pursuant to a statutory or administrative exemption and (iv) each Plan is in material compliance with applicable law, including, without limitation, ERISA and the Code. Except as would not individually or in the aggregate have a Material Adverse Effect, neither the Company nor any trade or business, whether or not incorporated, that, together with the Company, would be deemed to be a “single employer” within the meaning of Section 4001(b) of ERISA or Section 414 of the Code has incurred or reasonably expects to incur any liability with respect to any Plan under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default). To the knowledge of the Company, no “multiemployer plan” to which the Company has an obligation to contribute is, or is expected to be, “insolvent” (within the meaning of Section 4245 of ERISA), or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 304 of ERISA). Each Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service upon which it can rely and nothing has occurred, whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification. To the knowledge of the Company, there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan that,

individually or in the aggregate, could reasonably be expected to result in Material Adverse Effect to the Company or its subsidiaries;

(y) All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed (except in any case in which the failure so to file would not reasonably be expected to have a Material Adverse Effect) and all taxes due and payable, or that otherwise have been assessed, have been paid, except for such taxes and assessments being contested in good faith and as to which adequate reserves have been established by the Company or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries have filed all other tax returns that are required to have been filed by them pursuant to applicable foreign, state, local or other law except insofar as the failure to file such returns would not reasonably be expected to result in a Material Adverse Effect, and have paid all other taxes due and payable or that otherwise have been assessed, except for such taxes and assessments, if any, as are being contested in good faith and as to which adequate reserves have been established by the Company or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(z) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and its subsidiaries possess all permits, licenses, consents, approvals, certificates and other authorizations (collectively, “Governmental Licenses”) issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in each of the Pricing Prospectus and the Prospectus; the Company and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses other than as would not, individually or in the aggregate, have a Material Adverse Effect; all such Governmental Licenses are valid and in full force and effect other than as would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has received any notice of proceedings related to revocation or modification of any such Governmental Licenses that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect;

(aa) Other than the Selling Stockholders, there are no persons with registration rights or other similar rights to have any securities included for sale for sale under the Act pursuant to this Agreement, except for those rights which have been waived in writing prior to the date hereof;

(bb) The Company and its subsidiaries carry or are entitled to the benefits of insurance, with insurers believed to be financially sound and reputable, in such amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or similar business of the same or similar size and/or otherwise similarly situated, and all such insurance is in full force and effect. The Company has no reason to believe that it or any subsidiary will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable

coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has been denied any insurance coverage that it has sought or for which it has applied, except where such denial has not had and would not reasonably be expected to have a Material Adverse Effect;

(cc) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (i) the Company and its subsidiaries and their respective operations and facilities are in compliance with applicable Environmental Laws, which compliance includes, without limitation, having obtained and being in compliance with any permits, licenses or other governmental authorizations or approvals, and having made all filings and provided all financial assurances and notices, required for the ownership and operation of the business as presently conducted, properties and facilities of the Company or its subsidiaries under applicable Environmental Laws, and compliance with the terms and conditions thereof; (ii) neither the Company nor any of its subsidiaries has received any written communication, whether from a governmental authority, citizens group, employee or other person, that alleges that the Company or any of its subsidiaries is in violation of any Environmental Law; (iii) there is no claim, action or cause of action filed with a court or governmental authority based on or pursuant to any Environmental Law pending or, to the Company’s knowledge, threatened, against the Company or any of its subsidiaries, no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging actual or potential liability on the part of the Company or any of its subsidiaries based on or pursuant to any Environmental Law against the Company or any of its subsidiaries; (iv) neither the Company nor any of its subsidiaries is conducting or paying for, in whole or in part, any public investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject or a party to any order, judgment or decree issued by a governmental authority, which imposes any obligation or liability under any Environmental Law; (v) to the Company’s knowledge, no lien, charge, encumbrance or restriction has been recorded pursuant to any Environmental Law with respect to any assets, facility or property owned, operated or leased by the Company or any of its subsidiaries; and (vi) to the Company’s knowledge there are no past or present actions, activities, circumstances, conditions or occurrences, including, without limitation, the Release or threatened Release of any Material of Environmental Concern, that could reasonably be expected to result in a violation of or liability under any Environmental Law on the part of the Company or any of its subsidiaries.

For purposes of this Agreement, “Environment” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as wetlands, flora and fauna. “Environmental Laws” means, to the extent applicable to the Company, all federal, state, local and foreign laws or regulations, ordinances, codes, orders, decrees, judgments and injunctions issued, promulgated or entered thereunder, relating to pollution or protection of the Environment or human health, including without limitation, those relating to (i) the Release or threatened Release of Materials of Environmental Concern; and (ii) the manufacture, processing, distribution, use, generation, treatment, storage, transport, handling or

recycling of Materials of Environmental Concern. “Materials of Environmental Concern” means any substance, material, pollutant, contaminant, chemical, waste, compound, or constituent, in any form, including without limitation, petroleum and petroleum products, subject to regulation or which can give rise to liability under any Environmental Law. “Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the Environment, or into, from or through any building, structure or facility.

(dd) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith;

(ee) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions applicable to the Company and its subsidiaries, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened;

(ff) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), nor are the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject of such sanctions;

(gg) Any statistical and market-related data included in the Pricing Prospectus or the Prospectus are based on or derived from sources that the Company believes, after reasonable inquiry, to be reliable and accurate and, to the extent required, the Company has obtained the written consent to the use of such data from such sources;

(hh) The Company has not taken, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;

(ii) Except as would not, individually or in the aggregate, result in a Material Adverse Effect, (i) there is (A) no unfair labor practice complaint pending or, to the Company’s knowledge, threatened against the Company or any of its subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements pending, or to the Company’s knowledge, threatened, against the Company or any of its subsidiaries, (B) no strike, labor dispute, slowdown or stoppage pending or, to the Company’s knowledge, threatened against the Company or any of its subsidiaries and (C) no union representation question existing with respect to the employees of the Company or any of its subsidiaries and, to the Company’s knowledge, no union organizing activities taking place and (ii) there has been no violation of any federal, state or local law relating to discrimination in hiring, promotion or pay of employees or of any applicable wage or hour laws;

(jj) No material relationship, direct or indirect, exists between or among the Company or any controlled affiliate of the Company, on the one hand, and any director, officer, member, stockholder, customer or supplier of the Company or any controlled affiliate of the Company, on the other hand, which is required by GAAP to be disclosed in the Company’s financial statements which is not so disclosed in the Pricing Prospectus and Prospectus. There are no outstanding loans, advances (except advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company or any controlled affiliate of the Company to or for the benefit of any of the officers or directors of the Company or any controlled affiliate of the Company or any of their respective family members;

(kk) The interactive data in eXtensible Business Reporting Language, if any, included in the Registration Statement fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto;

(ll) The Shares are listed on the NASDAQ Global Select Market (the “Exchange”); and

(mm) The Company is not, and has not been, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), during the applicable period specified in Section 897(c)(1)(A)(ii) of Code.

(B) Each of the Selling Stockholders severally and not jointly represents and warrants to, and agrees with, the Underwriter and the Company that:

(a) Except for the registration under the Act of the Shares, the approval for listing on the Exchange, such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws and

the approval by FINRA of the underwriting terms and arrangements in connection with the purchase and distribution of the Shares by the Underwriter, all consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder.

(b) The sale of the Shares to be sold by such Selling Stockholder hereunder and the compliance by such Selling Stockholder with all of the provisions of this Agreement, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such Selling Stockholder is subject, (ii) the certificate of incorporation or by laws or similar organizational documents of such Selling Stockholder or (iii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or the property of such Selling Stockholder, except in the case of clauses (i) and (iii), for any such conflict, breach, violation or default that would not impair in any material respect the ability of such Selling Stockholders to consummate the transactions contemplated by this Agreement.

(c) Such Selling Stockholder has, and immediately prior to the First Time of Delivery (as defined in Section 4 hereof) such Selling Stockholder will have, good and valid title to the Shares to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriter;

(d) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;

(e) To the extent that any statements or omissions made in the Registration Statement, the Pricing Prospectus, the Prospectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus listed on Schedule III hereto, are made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use therein (the “Selling Stockholder Information”), such Preliminary Prospectus and the Registration Statement did not, and the Prospectus and any Issuer Free Writing Prospectus and any further amendments or supplements to the

Registration Statement, the Prospectus and any Free Writing Prospectus when they become effective or are filed with the Commission, as the case may be, will 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 with respect to the Selling Stockholder Information, it being understood and agreed that the Selling Stockholder Information consists only of (A) the legal name, address and the number of shares of Common Stock owned by such Selling Stockholder and (B) the other information with respect to such Selling Stockholder (excluding percentages) which appears in the table (and corresponding footnotes) under the caption “Selling Stockholders”;

(f) In order to document the Underwriter’s compliance with the information reporting and withholding provisions of the Code with respect to the transactions herein contemplated, such Selling Stockholder will deliver to you prior to or at the First Time of Delivery (as hereinafter defined) a properly completed and executed IRS Form W-9 or appropriate IRS Form W-8 (or any other applicable form or statement specified by the U.S. Treasury Department regulations in lieu thereof);

(g) In the case of Kohlberg CPC Rep, L.L.C., each of the Jonathan P. Ward and Gordon H. Woodward has submitted to the Company and its board of directors (the “Board”) his irrevocable resignation from the Board, effective at the First Time of Delivery, in each case in form and substance reasonably satisfactory to the Company; and

(h) Such Selling Stockholder has duly executed and delivered to the Underwriter a lock-up agreement (each, a “Lock-Up Agreement”) substantially as set forth in Annex I hereto.

2. Subject to the terms and conditions set forth herein, (a) each of the Selling Stockholders, severally and not jointly, agrees to sell to the Underwriter, and the Underwriter agrees, to purchase from the Selling Stockholders, at a purchase price per share of $29.20, the number of Firm Shares to be purchased by the Underwriter as set forth opposite the name of the Underwriter in Schedule I hereto, and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, each of the Selling Stockholders agrees, severally and not jointly, to sell to the Underwriter, and the Underwriter agrees, severally and not jointly, to purchase from each of the Selling Stockholders, at the purchase price per share set forth in clause (a) of this Section 2, the number of Optional Shares as to which such election shall have been exercised.

Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company and the Selling Stockholders, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company and the Selling Stockholders otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

3. Upon the authorization by the Selling Stockholders of the release of the Firm Shares, the Underwriter proposes to offer the Firm Shares for sale upon the terms and conditions set forth in the Pricing Prospectus and the Prospectus.

4. (a) The Shares to be purchased by the Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Underwriter may request upon at least forty-eight hours’ prior notice to the Selling Stockholders shall be delivered by or on behalf of the Selling Stockholders to the Underwriter, through the facilities of the Depository Trust Company (“DTC”), for the account of the Underwriter, against payment by or on behalf of the Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the accounts specified by the Selling Stockholders to the Underwriter at least forty-eight hours in advance. The Selling Stockholders will cause the certificates representing the Shares, if any, to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on May 16, 2017 or such other time and date as the Underwriter, the Company and the Selling Stockholders may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York time, on the date specified by the Underwriter in each written notice given by the Underwriter of the Underwriter’s election to purchase such Optional Shares, or such other time and date as the Underwriter, the Company and the Selling Stockholders may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery”, each such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”.

(b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriter pursuant to Section 8(k) hereof, will be delivered at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, New York 10022-4834 (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at 4:00 p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

5. The Company agrees with the Underwriter:

(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3)

under the Act; to make no further amendment or any supplement to the Registration Statement, the Base Prospectus or the Prospectus prior to the last Time of Delivery which shall be reasonably disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of the Shares; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or other prospectus in respect of the Shares, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;

(b) Promptly from time to time to take such action as you may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in any such jurisdiction in which it was not otherwise subject to taxation;

(c) Prior to 10:00 a.m., New York City time, on the second New York Business Day succeeding the date of this Agreement and from time to time, to furnish the Underwriter with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference

therein in order to comply with the Act or the Exchange Act, to notify you and upon your request to file such document and to prepare and furnish without charge to the Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of the Underwriter, to prepare and deliver to the Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;

(d) To make generally available to its securityholders (which may be satisfied by filing such information with the Commission) not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

(e) During the period beginning from the date hereof and continuing to and including the date 45 days after the date of the Prospectus (the “Lock-Up Period”), not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer, lend or dispose of, except as provided hereunder, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any securities of the Company that are substantially similar to the Shares, including but not limited to any options or warrants to purchase shares of Stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, Stock or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise (other than (A) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to a stock incentive plan or stock purchase plan of the Company described in the Pricing Prospectus, (B) the issuance of stock options or other equity awards, or the issuance of shares of Stock upon exercise of such stock options or equity awards, pursuant to a stock incentive plan or stock purchase plan of the Company described in the Pricing Prospectus, and (C) the issuance by the Company of securities in connection with any acquisitions or strategic investments by the Company or any of its subsidiaries);

(f) During a period of five years from the effective date of the Registration Statement, as you may from time to time reasonably request, to furnish to you copies of all reports or other communications (financial or other) furnished to stockholders, and to deliver to you (i) copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and

financial condition of the Company (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission); provided that any report, communication or financial statement furnished or filed with the Commission that is publicly available on the Commission’s EDGAR system shall be deemed to have been furnished to you at the time furnished or filed with the Commission;

(g) Upon request of the Underwriter, to furnish, or cause to be furnished, to the Underwriter an electronic version of the Company’s trademarks, servicemarks and corporate logo for use on the website, if any, operated by the Underwriter for the purpose of facilitating the on-line offering of the Shares (the “License”); provided, however, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred.

6. (a) The Company and each of the Selling Stockholders, severally and not jointly, represents and agrees that, without the prior consent of the Underwriter, it has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; the Underwriter represents and agrees that, without the prior consent of the Company and the Underwriter, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus; any such free writing prospectus the use of which has been consented to by the Company and the Underwriter is listed on Schedule III(a) or Schedule III(b) hereto;

(b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending;

(c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Underwriter and, if requested by the Underwriter, will prepare and furnish without charge to the Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter expressly for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c) hereof.

7. The Company covenants and agrees with the Underwriter: (a) that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation,

printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriter and dealers; (ii) the cost of printing or producing this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky survey (such fee and expenses not to exceed $20,000.00); (iv) the filing fees incident to any required review by FINRA of the terms of the sale of the Shares; and (v) the fees and expenses of counsel for Kohlberg CPC Rep, L.L.C. (such fees and expenses not to exceed $50,000.00); and (b) that the Company will pay or cause to be paid (i) the cost of preparing stock certificates, if any; (ii) the cost and charges of any transfer agent or registrar; and (iii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. Each Selling Stockholder will pay or cause to be paid (i) all discounts and commissions payable to the Underwriter in connection with the sale and delivery of the Shares to be sold by such Selling Stockholder, (ii) all expenses and taxes incident to the sale and delivery of the Shares to be sold by such Selling Stockholder to the Underwriter hereunder, and (iii) except as otherwise expressly provided for herein, all of its own other costs and expenses. In connection with clause (ii) of the preceding sentence, the Underwriter agrees to pay New York State stock transfer tax, and such Selling Stockholder agrees to reimburse the Underwriter for associated carrying costs if such tax payment is not rebated on the day of payment and for any portion of such tax payment not rebated. It is understood, however, that except as provided in this Section and Sections 9 and 10 hereof, the Underwriter will pay all of their own costs and expenses including the fees of their counsel;

8. The obligations of the Underwriter hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company and the Selling Stockholders herein are, at and as of such Time of Delivery, true and correct, the condition that the Company and the Selling Stockholders herein shall have performed all of its and their respective obligations hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no stop

order suspending or preventing the use of any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;

(b) Latham & Watkins LLP, counsel for the Underwriter, shall have furnished to you such written opinion or opinions, dated such Time of Delivery, in form and substance satisfactory to you and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(c) Katten Muchin Rosenman LLP, counsel for the Company, shall have furnished to you their written opinion and negative assurance letter (a draft of such opinion and negative assurance letter is attached as Annex II hereto), dated such Time of Delivery, in form and substance reasonably satisfactory to you;

(d) The respective counsel for each of the Selling Stockholders, as indicated in Schedule II hereto, each shall have furnished to the Underwriter its written opinion (forms of such opinions are attached as Annex III and IV hereto), dated such Time of Delivery, in form and substance reasonably satisfactory to you;

(e) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, Ernst & Young LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance reasonably satisfactory to you;

(f) As of the date hereof and at each Time of Delivery, the Chief Financial Officer of the Company shall have furnished to you a certificate with respect to certain financial information contained in the Pricing Prospectus and the Prospectus, dated the respective dates of delivery thereof, in form and substance reasonably satisfactory to you;

(g) Except as described in the Pricing Prospectus, (i) neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the latest date as of which information is given in the Pricing Prospectus there shall not have been any change in the capital stock (other than as a result of the grant or exercise of stock options or award shares of restricted stock pursuant to employee benefit plans existing on the date of this Agreement and described in the Pricing Prospectus of Prospectus) or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of

the Underwriter so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Prospectus;

(h) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s or any of its subsidiaries’ debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s or any of its subsidiaries’ debt securities;

(i) On or after the Applicable Time there shall not have occurred a suspension or material limitation in trading in the Company’s securities on the Exchange;

(j) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the Exchange; (ii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (iv) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iii) or (iv) in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Prospectus

(k) The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the second New York Business Day succeeding the date of this Agreement;

(l) The Company shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company reasonably satisfactory to you as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a) and (g) of this Section and as to such other matters as you may reasonably request;

(m) The Selling Stockholders shall have furnished or caused to be furnished to you at such Time of Delivery certificates of the duly authorized representatives of the Selling Stockholders, respectively, reasonably satisfactory to you as to the accuracy of the representations and warranties of the Selling Stockholders, respectively, herein at and as of such Time of Delivery, as to the performance by the Selling Stockholders of all of their respective obligations hereunder to be performed at or prior to such Time of Delivery; and

(n) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting, or other arrangements of the transactions, contemplated hereby.

9. (a) The Company will indemnify and hold harmless the Underwriter against any losses, claims, damages or liabilities, to which the Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of any Preliminary Prospectus or the Prospectus in the light of the circumstances under which they were made, not misleading, and will reimburse the Underwriter for any legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by any Underwriter, expressly for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c) hereof.

(b) Each of the Selling Stockholders, severally and not jointly, will indemnify and hold harmless the Underwriter against any losses, claims, damages or liabilities to which the Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of any Preliminary Prospectus or the Prospectus in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with the Selling Stockholder Information, it being understood and agreed that the Selling Stockholder Information consists only of (A) the legal name, address and the

number of shares of Common Stock owned by such Selling Stockholder and (B) the other information with respect to such Selling Stockholder (excluding percentages) which appears in the table (and corresponding footnotes) under the caption “Selling Stockholders”; and will reimburse the Underwriter for any legal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the indemnity provided by such Selling Stockholder under the subsection (b) shall not exceed the product of (x) the number of Shares sold by such Selling Stockholder and (y) the public offering price of the Shares set forth in the Prospectus minus the underwriting discount. Such Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein, it being understood and agreed that the only such information is that described as such in Section 9(c) hereof.

(c) The Underwriter will indemnify and hold harmless the Company and each Selling Stockholder against any losses, claims, damages or liabilities to which the Company or such Selling Stockholder may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of any Preliminary Prospectus or the Prospectus in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein; and will reimburse the Company and each Selling Stockholder for any legal or other expenses reasonably incurred by the Company or such Selling Stockholder in connection with investigating or defending any such action or claim as such expenses are incurred. The Company and each Selling Stockholder acknowledges that the information set forth in the third paragraph of text concerning the terms of the offering by the Underwriter, in the seventh and eighth paragraphs of text concerning short sales, stabilizing transactions and purchases to cover positions created by short sales by the Underwriter, in the tenth paragraph of text concerning passive market making, in the eleventh paragraph of text concerning electronic prospectuses and in the twelfth paragraph of text concerning sales to discretionary accounts under the heading

“Underwriting” in the Preliminary Prospectus, the Pricing Prospectus and the Prospectus, constitute the only information furnished in writing by or on behalf of the Underwriter for inclusion in the Preliminary Prospectus, the Pricing Prospectus, the Pricing Disclosure Package or the Prospectus.

(d) Promptly after receipt by an indemnified party under subsection (a), (b) or (c) of this Section 9 above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(e) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Stockholders on the one hand and the Underwriter on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (d) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Selling Stockholders on the one hand and the Underwriter on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or

actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Stockholders on the one hand and the Underwriter on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Selling Stockholders from the sale of the Shares less the price at which the Underwriter purchases the Shares from the Selling Stockholders, bear to the aggregate offering price of the Shares. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Stockholders on the one hand or the Underwriter on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, each of the Selling Stockholders and the Underwriter agrees that it would not be just and equitable if contribution pursuant to this subsection (e) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (e), the Underwriter shall not be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the foregoing provisions of this subsection (e), no Selling Stockholder shall be required to contribute any amount in excess of the difference between (x) the product of (A) the number of Shares sold by such Selling Stockholder and (B) the public offering price of the Shares set forth in the Prospectus minus the underwriting discount and (y) the amount of any damages which such Selling Stockholder has otherwise been required to pay 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 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(f) The respective obligations of the Company and the Selling Stockholders under this Section 9 shall be in addition to any liability which the Company and the respective Selling Stockholders may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act, each broker-dealer affiliate of the Underwriter and the selling agents of the Underwriter; and the obligations of the Underwriter under this Section 9 shall be in addition to any liability which the Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company or any Selling Stockholder within the meaning of the Act.

10. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholders and the Underwriter, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Underwriter or any controlling person of Underwriter, or the Company, or any of the Selling Stockholders, or any officer or director or controlling person of the Company, or any controlling person of any Selling Stockholder, and shall survive delivery of and payment for the Shares.

11. If the Shares are not delivered by the Selling Stockholders as provided herein, the Company will reimburse the Underwriter for all out-of-pocket expenses approved in writing by the Underwriter, including fees and disbursements of counsel, reasonably incurred by the Underwriter in making preparations for the purchase, sale and delivery of the Shares not so delivered; provided however, if all the conditions in Section 8 are satisfied except for any of the conditions under Sections 8(b), 8(d), 8(i) (but only to the extent that the conditions set forth in Section 8(i) and clause (i) of Section 8(j) are not both satisfied); 8(j), 8(m), and 8(n), then each of the Selling Stockholders will be responsible for its pro rata share (based on the number of Shares to be sold by such Selling Stockholder hereunder) of all out-of-pocket expenses approved in writing by the Underwriter, including fees and disbursements of counsel, reasonably incurred by the Underwriter in making preparations for the purchase, sale and delivery of the Shares; provided, however, that to the extent that Shares are not delivered as provided herein due to the action or inaction of one of the Selling Stockholders or its counsel, then such Selling Stockholder shall be solely responsible for all such out-of-pocket expenses.

12. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriter shall be delivered or sent by mail or facsimile transmission to you as the Underwriter in care of Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036; if to any Selling Stockholder shall be delivered or sent by mail or facsimile transmission to counsel for such Selling Stockholder at its address set forth in Schedule II hereto; and if to the Company shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Secretary; and if to any Selling Stockholder that has delivered a lock-up letter described in Section 2(h) hereof shall be delivered or sent by mail to his or her respective address provided in Schedule IV hereto or such other address as such stockholder provides in writing to the Company; provided, however, that any notice to an Underwriter pursuant to Section 9(d) hereof shall be delivered or sent by mail or facsimile transmission to such Underwriter at its address set forth in its Underwriter’s Questionnaire constituting such Questionnaire, which address will be supplied to the Company or the Selling Stockholders by you on request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriter is required to obtain, verify and record information that identify its clients, including the Company and the Selling

Stockholders, which information may include the name and address of its client, as well as other information that will allow the Underwriter to properly identify its client.

13. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriter, the Company and the Selling Stockholders and, to the extent provided in Sections 9 and 10 hereof, the officers and directors of the Company and each person who controls the Company, any Selling Stockholder or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

14. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

15. The Company and each of the Selling Stockholders acknowledge and agree that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Selling Stockholders, on the one hand, and the Underwriter, on the other, (ii) in connection therewith and with the process leading to such transaction the Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or any Selling Stockholder, (iii) the Underwriter has not assumed any advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company or any Selling Stockholder on other matters) or any other obligation to the Company or any Selling Stockholder except the obligations expressly set forth in this Agreement and (iv) the Company and each of the Selling Stockholders has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company and each of the Selling Stockholders agrees that it will not claim that the Underwriter has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or any Selling Stockholder, in connection with such transaction or the process leading thereto.

16. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or between any Selling Stockholder and the Underwriter with respect to the subject matter hereof.

17. THIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK. The Company and each of the Selling Stockholders agrees that any suit or proceeding arising in respect of this Agreement or our engagement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in

The City and County of New York, Borough of Manhattan, and the Company agrees to submit to the jurisdiction of, and to venue in, such courts.

18. The Company, each of the Selling Stockholders and the Underwriter hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

19. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts (which may be delivered by facsimile or other form of electronic transmission), each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by the Underwriter, this letter and such acceptance hereof shall constitute a binding agreement among the Underwriter and the Company and each of the Selling Stockholders.

Signature Page Follows.

	Very truly yours,

	SP PLUS CORPORATION

	By:	/s/ Vance C. Johnston
		Name: Vance C. Johnston
		Title: EVP, CFO

[Signature Page to Underwriting Agreement]

	Very truly yours,

	Kohlberg CPC Rep, L.L.C.

	By:	Kohlberg Management V, L.L.C.,
		its sole member

	By:	/s/ Seth Hollander
		Name: Seth Hollander
		Title: Vice President

[Signature Page to Underwriting Agreement]

	Very truly yours,

	2929 CPC Holdco, LLC

	By:	/s/ Stuart Margulies
		Name: Stuart Margulies
		Title: Authorized Person

[Signature Page to Underwriting Agreement]

Accepted as of the date hereof:

May 10, 2017

Underwriter: MORGAN STANLEY & CO. LLC

BY:	/s/ Lauren Garcia Belmonte
NAME: Lauren Garcia Belmonte
TITLE: Executive Director

[Signature Page to Underwriting Agreement]

SCHEDULE I

Underwriter	Total Number of Firm Shares to be Purchased	Number of Optional Shares to be Purchased if Maximum Option Exercised
Morgan Stanley & Co. LLC	3,600,000	540,000
Total	3,600,000	540,000

SCHEDULE II

The Selling Stockholders:	Total Number of Firm Shares	Number of Optional Shares to be Sold if Maximum Option Exercised
Kohlberg CPC Rep, L.L.C. (a)	2,625,415	393,812
2929 CPC Holdco, LLC (b)	974,585	146,188
Total	3,600,000	540,000

(a) This Selling Stockholder is represented by Ropes & Gray LLP, 1211 Avenue of the Americas, New York, New York 10036.

(b) This Selling Stockholder is represented by Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004-2498.

SCHEDULE III

(a) Issuer Free Writing Prospectuses:

None.

(b) Information other than the Pricing Prospectus that comprises the Pricing Disclosure Package:

The public offering price per share for the Shares is $30.00. The public offering price per share is, as to each investor, the price paid by such investor.

The number of Shares purchased by the Underwriter is 3,600,000.

ANNEX I

Form of Lock-Up Agreement

SP Plus Corporation

Lock-Up Agreement

May [ ], 2017

Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036

Re: SP Plus Corporation - Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands that you propose to enter into an underwriting agreement (the “Underwriting Agreement”) with SP Plus Corporation, a Delaware corporation (the “Company”), providing for a public offering (the “Public Offering”) of the Common Stock of the Company (the “Shares”) pursuant to a Registration Statement on Form S-3 (File No. 333-187680) filed with the Securities and Exchange Commission (the “SEC”).

In consideration of the agreement by the Underwriter to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of common stock of the Company, $0.001 per share par value (the “Common Stock”), or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Undersigned’s Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Undersigned’s Shares.

The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue for 45 days after the public offering date set forth on the final prospectus used to sell the Shares (the “Public Offering Date”) pursuant to the Underwriting Agreement.

In addition, the undersigned agrees that, during the Lock-Up Period, without the prior written consent of the Underwriter, the undersigned waives any and all notice requirements and rights with respect to the registration of any Common Stock or security convertible into or exercisable or exchangeable for Common Stock pursuant to any agreement, understanding or otherwise to which the undersigned is a party. In addition, the undersigned hereby waives any and all preemptive rights, participation rights, resale rights, rights of first refusal and similar rights that the undersigned may have in connection with the Public Offering or with any issuance or sale by the Company of any equity or other securities before such offering.

Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts, (ii) to limited or general partners, members, stockholders or affiliates (as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of the undersigned, (iii) acquired in open market transactions following the Public Offering Date, (iv) to the Underwriter in connection with the public offering contemplated by the Underwriting Agreement, (v) with the prior written consent of the Underwriter. However, in the event of a contemplated transfer pursuant to clause (i) in this paragraph, such transfer shall not involve a disposition for value and each transferee, donee or donees thereof agree to be bound in writing by the restrictions set forth herein. In addition, in the event of a contemplated transfer pursuant to clause (i), no filing by any party (donor, donee, transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer (other than a Form 5 in accordance with Section 16 of the Exchange Act made after the expiration of the Lock-Up Period). In addition, notwithstanding the foregoing, if the undersigned is a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such capital stock except in accordance with this Lock-Up Agreement, and provided further that any such transfer shall not involve a disposition for value. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.

In the event that Kohlberg CPC Rep, L.L.C., 2929 CPC Holdco, LLC or any of their respective transferees (provided that such transferees are controlled affiliates of the undersigned), other than the undersigned, that are subject to a lock up agreement related to the proposed public offering of the Shares are released from the restrictions set forth therein with respect to shares of Common Stock of the Company having a fair market value in excess of $1,000,000 in the aggregate (whether in one or multiple releases), the undersigned shall be entitled to a proportionate release from this agreement (with such proportion being determined by dividing the number of shares of

Common Stock being released with respect to such person by the total number of issued and outstanding shares held by such person), and the Company shall notify the undersigned of such release concurrently with notification to such other released party or parties; provided that the failure to give such notice shall not give rise to any claim or liability against the Underwriter. Notwithstanding any other provisions of this agreement, if the Underwriter determines that Kohlberg CPC Rep, L.L.C., 2929 CPC Holdco, LLC, or any of their respective transferees that are controlled affiliates should be granted an early release from the restrictions set forth herein due to circumstances of an emergency or hardship, then the undersigned shall not have any right to be granted an early release pursuant to the terms of this paragraph. For purposes of this paragraph, the fair market value of one share of Common Stock of the Company shall be the closing price of the Common Stock on the date of the waiver as quoted on the national securities exchange on which the Common Stock is listed.

The undersigned understands that the Company and the Underwriter are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.

This Lock-Up Agreement (and for the avoidance of doubt, the Lock-Up Period described herein) and related restrictions shall automatically terminate upon the earliest to occur, if any, of (i) the Underwriter, on the one hand, or the Company, on the other hand, advising the other in writing prior to the execution of the Underwriting Agreement that it has determined not to proceed with the public offering contemplated by the Underwriting Agreement, (ii) the termination of the Underwriting Agreement before the sale of any Shares to the Underwriter, (iii) the registration statement filed with the SEC with respect to the public offering contemplated by the Underwriting Agreement is withdrawn or (iv) [ · ], 2017, in the event the closing of the Public Offering shall not have occurred on or before such date.

	Very truly yours,


	Exact Name of Shareholder


	Authorized Signature


	Title

ANNEX II

Form of Issuer’s Counsel Opinion

May [ ], 2017

[ ]

[To be addressed to one or both underwriters]

[ADDRESS]

Re: SP Plus Corporation

Ladies and Gentlemen:

We have acted as counsel to SP Plus Corporation, a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement (File No. 333-187680) on Form S-3, including the base prospectus, dated April 25, 2013, included therein, which was filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and a prospectus supplement, which was filed with the Commission under the Act with respect to the sale by Kohlberg CPC Rep, L.L.C., a Delaware limited liability company and 2929 CPC Holdco, LLC (the “Selling Stockholders”), each in its capacity as a selling stockholder, as contemplated by the Underwriting Agreement (as defined below), of an aggregate of [ ] shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), pursuant to the terms of an Underwriting Agreement, dated May [ ], 2017 (the “Underwriting Agreement”), by and among the Company, the Selling Stockholders, and [ ] (the “Underwriter”).

This opinion letter is given at the request of the Company and is required under Section 8(c) of the Underwriting Agreement. Except as otherwise indicated, capitalized terms used but not defined herein are defined as set forth in the Underwriting Agreement.

In connection with this opinion letter, we have examined:

1. The Registration Statement on Form S-3 (File No. 333-187680) as filed with the Commission on April 2, 2013 under the Act (such Registration Statement, including the documents incorporated by reference therein and all information deemed to be a part of, and incorporated by reference in, the Registration Statement at the time of effectiveness on April 25, 2013 pursuant to Rule

430B or Rule 430C of the General Rules and Regulations under the Act (the “Rules and Regulations”), the “Registration Statement”);

2. The preliminary prospectus supplement relating to the Shares, dated May 4, 2017, in the form filed with the Commission on May [ ], 2017, together with the base prospectus, dated April 25, 2013, included in the Registration Statement and the other documents and information listed on Schedule I hereto (such preliminary prospectus supplement, together with the base prospectus and including the documents incorporated by reference therein, along with the information listed on Schedule I hereto, being hereinafter collectively referred to as the “Pricing Disclosure Package”);

3. The final prospectus supplement relating to the Shares, dated May [ ], 2017, in the form filed with the Commission on May [ ], 2017 pursuant to Rule 424(b)(7) of the Rules and Regulations, together with the base prospectus, dated April 25, 2013, included in the Registration Statement (such final prospectus supplement, together with the base prospectus and including the documents incorporated by reference therein, being hereinafter referred to as the “Prospectus”);

4. A specimen certificate representing the Common Stock;

5. An executed copy of the Underwriting Agreement;

6. The contracts listed on Exhibit A;

7. The Agreement and Plan of Merger, dated as of February 28, 2012 (the “Merger Agreement”), by and among KCPC Holdings, Inc., Standard Parking Corporation, Hermitage Merger Sub, Inc. and the Selling Stockholder, in its capacity as the Stockholders’ Representative.

8. The Company’s Second Amended and Restated Certificate of Incorporation, as amended, as certified by officers of the Company as having been in effect at the Effective Time (as defined in the Merger Agreement) and at all times thereafter through the date hereof (the “Amended and Restated Certificate of Incorporation”);

9. The Company’s Fourth Amended and Restated Bylaws, as certified by officers of the Company as having been in effect at the Effective Time and at

all times thereafter through the date hereof (the “Amended and Restated Bylaws”);

10. A certificate of good standing issued by the Secretary of State of the State of Delaware (the “Company Delaware Certificate”) and a certificate of good standing and/or qualification to do business as a foreign corporation in each of the jurisdictions listed on Schedule II hereto (the “Company Foreign Qualification Certificates”), in each case for the Company;

11. The Company’s Current Report on Form 8-K, in the form to be filed on the [date hereof, to which a copy of the Underwriting Agreement and a validity of securities opinion are being filed as exhibits (the “Closing Form 8-K”); and

12. Minutes and records of the proceedings of the Company’s Board of Directors and committees thereof, , relating to (i) the transactions contemplated by the Underwriting Agreement (the “Transactions”) and (ii) the Merger Agreement and the transactions contemplated thereby.

We have also examined such company records and other documents and have made such examination of law as we have deemed necessary in connection with this opinion letter.

In rendering this opinion letter, as to questions of fact material to this opinion letter we have relied, to the extent we have deemed such reliance appropriate, without investigation, as to matters of fact, upon certificates of officers of the Company, upon representations, warranties and covenants of the Company set forth in the Underwriting Agreement, and upon secretary’s and officer’s certificates delivered by the Company pursuant to the Underwriting Agreement.

Wherever we indicate that our opinion with respect to the existence or absence of facts is based on our knowledge, our opinion is based on the current actual knowledge of the current attorneys in this firm who have been involved in representing the Company in connection with the Transactions.

In connection with this opinion letter, we have assumed the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures other than those on behalf of the Company, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as facsimiles, as .pdfs or as certified, conformed or reproduced copies. We have further assumed that:

(i) All parties to the Transactions other than the Company (collectively, the “Other Parties”) have legal existence;

(ii) The Transactions have been duly authorized by all necessary corporate or other action on the part of the Other Parties;

(iii) Persons acting on behalf of all Other Parties, including agents and fiduciaries, were duly authorized so to act;

(iv) Each of the Other Parties has complied with all legal requirements applicable to it that affect the Transactions or are necessary to make the Underwriting Agreement enforceable against it;

(v) Each of the Other Parties has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce the Underwriting Agreement against the Company;

(vi) There has not been any mutual mistake of fact or misunderstanding, fraud, duress, or undue influence;

(vii) The conduct of the parties to the Transactions complies with any test of good faith or fairness required by law;

(viii) The conduct of the parties to the Transactions complies with all applicable fiduciary duties; and

(ix) For purposes of the opinion expressed in paragraph 8 below, the statements made in the Registration Statement and the Prospectus are correct and complete.

The opinions set forth herein are subject to the following additional exceptions, qualifications and limitations:

(i) the effects of bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, receivership, moratorium and other similar laws (including, without limitation, judicial doctrines with respect to such laws) affecting the rights and remedies of creditors generally;

(ii) the effects of general principles of equity, whether applied by a court of law or equity, with respect to the performance and enforcement of the Underwriting Agreement;

(iii) we express no opinion with regard to the effect of any federal or state (a) anti-fraud laws and regulations (including the anti-fraud provision of any securities laws), (b) antitrust and unfair competition laws and regulations, (c) pension and employee benefit laws and regulations, (d) environmental, subdivision, zoning, health, safety or land use laws and regulations, (e) racketeering laws and regulations, (f) banking laws and regulations, or (g) taxation (except as expressly set forth in paragraph [ ] below), trust, insurance or commodities laws and regulations;

(iv) we express no opinion as to any state securities (or Blue Sky) laws, and, except as otherwise expressly set forth herein, we express no opinion as to any federal securities laws;

(v) we express no opinion as to the legality, validity or enforceability of any provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, or contribution to a party’s costs for, or waiving, any liability arising under the federal securities laws, to the extent that such provisions are inconsistent with securities laws, regulations or policy statements, or public policy under any of the foregoing;

(vi) we express no opinion as to the legality, validity or enforceability of the Underwriting Agreement under the laws of any jurisdiction other than the laws of the state of New York;

(vii) we express no opinion as to whether the Company’s compliance with the Underwriting Agreement or the sale of the Shares by the Selling Stockholders will constitute a breach or violation of, or a default under, any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company or any of its subsidiaries;

(viii) we express no opinion as to the applicability, legality, validity or enforceability of any choice-of-law or forum selection provision;

(ix) we express no opinion as to the legality, validity or enforceability of any provision in the Underwriting Agreement restricting access to courts, waiving any rights to trial by jury or relating to service of process;

(x) we express no opinion as to the legality, validity or enforceability of any provisions releasing, exculpating or exempting a party from, or requiring indemnification of a party for, or contribution to a party’s costs for, or waiving, liability for such party’s own action or inaction, to the extent that such action or inaction involves negligence, strict liability, gross negligence, recklessness, willful misconduct, unlawful conduct, fraud or illegality; and

(xi) we express no opinion as to the legality, validity or enforceability of any right to liquidated damages to the extent such liquidated damages constitute a penalty, or any amount that would be considered an unreasonable penalty, under the Underwriting Agreement.

Based upon and subject to the foregoing and to the last paragraph of this letter, it is our opinion that:

1. The Company is a corporation existing under the General Corporation Law of the State of Delaware and has the requisite corporate power and authority to own its properties and conduct its business as described in the Pricing Disclosure Package. Based solely on a review of the Company Delaware Certificate, the Company is in good standing under the laws of the State of Delaware; and, based solely on a review of the Company Foreign Qualification Certificates, the Company is duly qualified as a foreign corporation to transact business in each jurisdiction set forth on Schedule II hereto.

2. The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

3. The Company has an authorized capitalization as set forth in each of the Pricing Disclosure Package and Prospectus, and all of the Shares have been duly and validly authorized and issued and are fully paid and non-assessable; and the Shares conform in all material respects as to legal matters to the description thereof in the Pricing Disclosure Package and the Prospectus.

4. The execution and delivery by the Company of the Underwriting Agreement does not result in a breach or violation of any of the terms and provisions of,

or constitute a default under, (A) the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws, (B) to our knowledge, any statute, rule or regulation that we, in our exercise of customary professional diligence, have recognized as normally applicable to transactions of the type contemplated by the Underwriting Agreement, or (C) any agreement or instrument which is identified on Exhibit A.

5. No consent, approval, authorization or order of, or filing with, any court or any governmental agency or body is required to be obtained or made by the Company for the consummation by it of the Transactions, except such as have been obtained or made on or prior to the date hereof (subject to the filing of the Closing Form 8-K on the date hereof), such as may be required under state securities laws, and such as are otherwise expressly contemplated by the Underwriting Agreement.

6. The Registration Statement became effective under the Act on April 25, 2013, the preliminary prospectus supplement relating to the Shares, dated May [ ], 2017, was filed with the Commission pursuant to Rule 424(b)(7) on May [ ], 2017, the Prospectus was filed with the Commission pursuant to Rule 424(b)(7) on May [ ], 2015, and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the Commission and no proceedings for that purpose have been instituted or are pending by the Commission under the Act.

7. The statements in each of the Pricing Disclosure Package and the Prospectus under the headings “Material United States Federal Income Tax Considerations for Non-U.S. Holders of Common Stock” and “Description of Capital Stock,” insofar as such statements summarize tax consequences, legal matters, agreements, documents or proceedings discussed therein, fairly summarize such tax consequences, legal matters, agreements, documents or proceedings in all material respects.

8. The Registration Statement as of May [ ], 2017, including the information deemed to be a part thereof pursuant to Rule 430B under the Act, and the Prospectus, as of its date, each appeared on their face to comply as to form in all material respects with the applicable form requirements for registration statements on Form S-3 under the Act and the rules and regulations of the Commission thereunder; it being understood, however, that such counsel expresses no view with respect to Regulation S-T or any statistical data, the

financial statements, related notes or schedules thereto, or other financial data, included in, incorporated by reference in, or omitted from, the Registration Statement or the Prospectus.

9. The Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

In addition, we confirm to you that:

A. To our knowledge, there are no contracts or other documents required to be included as exhibits to the Registration Statement that are not included as required.

B. To our knowledge, other than the Selling Stockholders, there are no persons with registration rights or other similar rights to have any securities included for sale under the Act pursuant to the Underwriting Agreement.

C. We have participated in the preparation of the Registration Statement, the Pricing Disclosure Package and the Prospectus and in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company, representatives of the Underwriter and counsel for the Underwriter, at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed and, on the basis of information gained in the course of the performance of the services referred to above, nothing has come to our attention that causes us to believe that

(a) the Prospectus, as of its date or as of the date hereof, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or

(b) the Pricing Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

provided, however, that we are not (except as expressly set forth in paragraph 7 above) passing upon, and we do not assume any responsibility for the accuracy, completeness or fairness of the

statements contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, and we do not express any belief with respect to the financial statements, related notes and schedules thereto, other financial data or management’s assessments of, or the auditor’s reports on, the effectiveness of internal controls over financial reporting contained in, or omitted from, the Registration Statement, the Pricing Disclosure Package or the Prospectus.

Our opinions expressed above are limited to laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America, and we do not express any opinion herein concerning any other law. We express no opinion herein concerning any statutes, ordinances, administrative decisions, rules or regulations of any county, town, municipality or special political subdivision (whether created or enabled through legislative action at the federal, state or regional level). This opinion is given as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to our attention. This opinion is solely for the information of the Underwriter in connection with the closing of the Transactions occurring on the date hereof pursuant to the Underwriting Agreement, and may not be used, circulated, quoted or otherwise referred to, or for any other purpose, without our prior written consent. No one other than the Underwriter is entitled to rely on this opinion. This opinion is rendered solely for purposes of the Transactions and may not be relied upon for any other purpose.

	Very truly yours,


	KATTEN MUCHIN ROSENMAN LLP

SCHEDULE I

Pricing Information

SCHEDULE II

Jurisdictions for Qualification to do Business as a Foreign Entity - Company

Exhibit A

Amended and Restated Credit Agreement, dated as of February 20, 2015, by and among the Company, Bank of America, N.A., as administrative agent, an issuing lender and wing-line lender; Wells Fargo Bank, N.A., as an issuing lender and syndication agent; U.S. Bank National Association, First Hawaiian Bank and BMO Harris Bank N.A., as codocumentation agents; Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities LLC and J.P. Morgan Securities LLC, as joint lead arrangers and joint book managers, and the lenders party thereto (incorporated by reference to exhibit 10.1.2 of the Company’s Annual Report on Form 10-K filed for on March 6, 2015).

Amendment No. 1 to Restated Credit Agreement, dated as of April 29, 2015, by and among the Company, Bank of America, N.A., as administrative agent, an issuing lender and wing-line lender; Wells Fargo Bank, N.A., as an issuing lender and syndication agent; U.S. Bank National Association, First Hawaiian Bank and BMO Harris Bank N.A., as codocumentation agents; Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities LLC and J.P. Morgan Securities LLC, as joint lead arrangers and joint book managers, and the lenders party thereto (incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 1, 2015).

Registration Rights Agreement, dated October [ ], 2012, by and among the Company, Kohlberg CPC Rep, L.L.C., 2929 CPC HoldCo, LLC, and VCM STAN-CPC Holdings, LLC

ANNEX III

Form of Selling Stockholder Opinion from

Ropes & Gray LLP

May [·], 2017

[·]

c/o [·]

[·]

Re: [·] Shares of Common Stock of SP Plus Corporation

Ladies and Gentlemen:

We have acted as counsel to Kohlberg CPC Rep, L.L.C. (the “Selling Stockholder”) in connection with its sale of [·]shares (the “Shares”) of Common Stock, par value $0.001 per share, of SP Plus Corporation, a Delaware corporation (the “Company”). This opinion letter is furnished to you pursuant to Section 8(d) of the Underwriting Agreement dated May [·], 2016 (the “Underwriting Agreement”) by and among the Selling Stockholder, the Company and the Underwriter[s] listed on Schedule I thereto, relating to the sale of the Shares. Capitalized terms that are used and not defined in this opinion letter have the meanings given to them in the Underwriting Agreement.

In connection with this opinion letter, we have reviewed the Underwriting Agreement.

We have reviewed such other certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such review, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies. In conducting such investigation of fact, we have relied, without independent verification, upon certificates of public officials, officers of the Company and the Selling Stockholder and other appropriate persons.

Based upon and subject to the foregoing and the assumptions, qualifications and limitations set forth below, we are of the opinion that:

1. The Selling Stockholder (a) is a limited liability company validly existing and in good standing under the laws of the State of Delaware and (b) has the power under its limited liability company agreement and the Delaware Limited Liability Company Act (the “DLLCA”) to execute, deliver and perform its obligations under the Underwriting Agreement.

2. The Underwriting Agreement has been duly authorized, executed and delivered by the Selling Stockholder.

3. The execution and delivery by the Selling Stockholder of the Underwriting Agreement and the sale of the Shares being sold by the Selling Stockholder on the Closing Date in accordance therewith (a) will not violate the limited liability company agreement of the Selling Stockholder and (b) will not result in a violation by the Selling Stockholder of any statute of the United States or the State of New York, or any rule or regulation thereunder, or the DLLCA.

4. No consent, approval, license or exemption by, or order or authorization of, or filing, recording or registration with, any New York or United States governmental authority pursuant to any statute of the United States or the State of New York or any rule or regulation thereunder, or Delaware governmental authority with respect to the DLLCA, is required to be obtained by the Selling Stockholder for the execution and delivery by the Selling Stockholder of the Underwriting Agreement or the sale by the Selling Stockholder of the Shares in the manner set forth and subject to the terms and conditions in the Underwriting Agreement, except such as have been obtained or made prior to the date hereof.

5. The Underwriter[s] [has][have] acquired “security entitlements” (as defined in Section 8-102 of the Uniform Commercial Code as in effect in the State of New York (the “New York UCC”)) with respect to the Shares, and no action based on an “adverse claim” (as defined in Section 8-102 of the New York UCC) to the Shares may be asserted against the Underwriter[s] with respect to such security entitlements.

Our opinions expressed above are limited to (a) the federal laws of the United States and the laws of the State of New York, in each case that in our experience are typically applicable to transactions of the type contemplated by the Underwriting Agreement, (b) to the extent relevant to the opinions expressed in paragraphs 1 through 4 above, the DLLCA, and (c) in the case of paragraph 5 above, Article 8 of the New York UCC. Without limiting the generality of the foregoing, we express no opinion with respect to (i) any federal or state securities or “blue sky” laws or regulations, including the antifraud provisions thereof, or margin regulations, (ii) any antitrust, environmental, employee benefit or pension, real property or tax laws, (iii) any privacy, national security, antiterrorism, money laundering, racketeering, criminal and civil forfeiture, foreign corrupt practices, foreign asset or trading control laws, or (iv) any municipal or other local law, rule or regulation.

With respect to our opinion set forth in paragraph 5 above, we have assumed that (i) the Depository Trust Company (“DTC”) or another securities intermediary maintaining securities accounts of the Underwriter[s] is a “securities intermediary” within the meaning of Section 8-102 of the New York UCC and that the jurisdiction of DTC or such securities intermediary is the State of New York, (ii) the Underwriter[s] [does][do] not have “notice of any adverse claim” (as defined in Section 8-105 of the New York UCC) to the Shares to which the security entitlements relate, (iii) the Shares have been credited to the Underwriter[‘ ]s[‘] securities accounts at DTC or another securities intermediary, and (iv) the Underwriter[s] [has][have] paid the purchase price for the Shares in accordance with the Underwriting Agreement.

This opinion letter is furnished only to you as the Underwriter[s] and is solely for your benefit in connection with the sale of the Shares. Except as otherwise expressly consented to by us in writing, this opinion letter may not be relied upon for any other purpose or by any other person (including any person purchasing any of the Shares from [the][any] Underwriter).

	Very truly yours,


Ropes & Gray LLP

ANNEX IV

Form of Selling Stockholder Opinion from

Sullivan & Cromwell LLP

May [·], 2017

[·],

[·].

Ladies and Gentlemen:

In connection with the purchase today by you pursuant to the Underwriting Agreement, dated May [·], 2017 (the “Underwriting Agreement”), by and among SP Plus Corporation, a Delaware corporation (the “Company”), 2929 CPC Holdco, LLC (the “Selling Stockholder”), Kohlberg CPC Rep, L.L.C. (“Kohlberg”), and you, as the Underwriter named therein (the “Underwriter”), of [·] shares (the “Securities”) of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), from the Selling Stockholder and Kohlberg, we, as counsel for the Selling Stockholder, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, it is our opinion that:

(1) The Underwriting Agreement has been duly authorized, executed and delivered by the Selling Stockholder.

(2) The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, the Underwriting Agreement will not violate (i) the Certificate of Formation or the Amended and Restated Limited Liability Company Agreement of the Selling Stockholder, in each case as in effect on the date hereof, or (ii) the Covered Laws.

(3) All regulatory consents, authorizations, approvals and filings required to be obtained or made on or before the date hereof by the Selling Stockholder under the Covered Laws for the execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, the Underwriting Agreement have been obtained or made.

(4) Upon payment of the purchase price by the Underwriter for the Securities and the crediting of the Securities to the Underwriter’s account with the Depository Trust Company (“DTC”), all as specified in the Underwriting Agreement, the Underwriter will acquire a security entitlement with respect to the [·] shares of Common Stock, and if the Underwriter does not have notice of an adverse claim to the Securities, no action

based on an adverse claim may be asserted against the Underwriter with respect to the security entitlement.

The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the Delaware Limited Liability Company Act (the “DLLC Act”), and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We are expressing no opinion in paragraphs (2) and (3) above, insofar as performance by the Selling Stockholder of its obligations under the Underwriting Agreement is concerned, as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights. Also, for purposes of the opinions in paragraphs (2) and (3) above, “Covered Laws” means the Federal laws of the United States, the statutory laws of the State of New York and the DLLC Act (including the published rules or regulations thereunder) that in our experience normally are applicable to limited liability companies and transactions such as those contemplated by the Underwriting Agreement; provided, however, that such term does not include Federal or state securities laws, other antifraud laws or fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust laws or any law that is applicable to the Selling Stockholder, the Securities or the sale or delivery thereof solely as part of a regulatory regime applicable to either the Selling Stockholder or its affiliates due to its or their status, business or assets. The opinion expressed in paragraph (4) is limited to the effect of Article 8 of the Uniform Commercial Code of the State of New York (the “UCC”). All terms that are used in the opinions expressed in paragraph (4) (and related assumptions) and are defined in the UCC, but not defined in the Underwriting Agreement, have the meaning set forth in Article 8 of the UCC or the definitions appearing elsewhere in the UCC and used in Article 8.

For purposes of our opinion, we have assumed that (i) the Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, (ii) the Securities have been duly authorized and validly issued and are fully paid and nonassessable, and (iii) [·] shares of Common Stock have been credited to the Underwriter’s account at DTC.

We have also relied as to certain matters upon information obtained from public officials, officers of the Selling Stockholder and other sources believed by us to be responsible and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.

This letter is furnished by us, as counsel to the Selling Stockholder, to you, as the Underwriter, solely for your benefit in your capacity as such, and may not be relied upon by any other person. This letter may not be quoted, referred to or furnished to any purchaser or prospective purchaser of the Securities and may not be used in furtherance of any offer or sale of the Securities.

Very truly yours,