UNIFORM FRANCHISE CONSENT TO SERVICE OF PROCESS SHUTTLE EXPRESS, INC., a corporation organized under the laws of the State of Maryland (the "Franchisor"), irrevocably appoints the officers of the States designated below and their successors in those offices, its attorney in those States for service of notice, process or pleading in an action or proceeding against it arising out of or in connection with the sale of franchises, or a violation of the franchise laws of that State, and consents that an action or proceeding against it may be commenced in a court of competent jurisdiction and proper venue with-in that State by service of process upon this officer with the same effect as if the undersigned was organized or created under the laws of that State and had lawfully been served with process in that State. We have checked below each state in which this application is or will be shortly on file, and provided a duplicate original bearing an original signature to each state. California: Commissioner of North Dakota: Securities Corporations Commissioner Hawaii: Commissioner of Securities Rhode Island: Director, Department of Business Regulation Illinois: Attorney General South Dakota: Director of the Division of Securities Indiana: Secretary of State Virginia: Clerk, Virginia State Corporation Commission Maryland: Securities Commissioner Washington: Director of Financial Institutions Minnesota: Commissioner of Wisconsin: Administrator, Division Commerce of Securities, Department of Financial Institutions New York: Secretaiy of State Please mail or send a copy of any notice, process or pleading served under this consent to: Mr. R. Brian Wier SuperShutt1e Franchise Corporation 14500 N. Northsight Blvd., Suite 329 Scottsdale, Arizona 85260 Dated: April 2011 Franchisor: tle Ex ress By: Name: Thomas l_.aVoy Title: Chief Financial Officer CORPORATE ACIQNOVVLEDGMENT STATE OF ARIZONA ss. COUNTY OF MARICOPA On this fh day of April, 2011, before me Karen Daudet, the undersigned officer, personally appeared Thomas LaVoy, known personally to me to be the Chief Financial Officer of the above named corporation, and that he, as such officer, being authorized so to do, executed the foregoing instrument for the purpose therein contained, by signing the name of the corporation by himself as such officer. IN WITNESS WI-IEREOF, I have hereunto set my hand an official sealNo?ry PubI|fE6Anzona ti 2 ?=\fi90Da unty pires 10l21l2013 My commission expires: go 2/ >>Zo15 [Notarial Seal] FRANCHISE DISCLOSURE DOCUMENT SUB FRANCHISOR: FRANCHISOR: SHUTTLE EXPRESS, INC., SUPERSHUTTLE FRANCHISE CORPORATION, a Maryland corporation a Delaware corporation Lower Level Pier 14500 North Northsight Blvd., Suite 329 BWI Airport, MD 21240-0766 Scottsdale, Arizona 85260 (410) 859-3427 (480) 609-3000 Website: Website: wwvv_supershutt|e_c0m Twitter: SuperShuttle - The franchisee will establish and operate a SuperShuttle passenger van providing transportation to the public between a specific airport and destinations surrounding that airport during certain specified hours using a trip generating system provided by SuperShuttle and City Licensee. You may also conduct occasional charter operations that do not use the SuperShuttle trip generating system. The total investment necessary to begin operation of a SuperShuttle unit franchise is $42,850 to $65,050. This includes $26,750 that must be paid to us or our affiliate, which includes $25,000 for the initial franchise fee, $250 for the application of vehicle decals on your vehicle, a security deposit of $1,500 forthe decals and specialized equipment. This disclosure document summarizes certain provisions of your franchise agreement and other information in plain English. Read this disclosure document and all accompanying agreements carefully. You must receive this disclosure document at least 14 calendar days before you sign a binding agreement with, or make any payment to, the franchisor or an affiliate in connection with the proposed franchise sale. Note, however, that no governmental agency has verified the information contained in this document. The terms of your contract will govern your franchise relationship. Don't rely on the disclosure document alone to understand your contract. Read all of your contract carefully. Show your contract and this disclosure document to an advisor, like a lawyer or an accountant. Buying a franchise is a complex investment. The information in this disclosure document can help you make up your mind. More information on franchising such as Consumers Guide to Buying a Franchise," which can help you understand how to use this disclosure document, is available from the Federal Trade Commission. You can contact the FTC at 1-877-FTC-HELP or by writing to the FTC at 600 Avenue, NW, Washington, D.C. 20580. You can also visit the FTC's home page at for additional information. Call your state agency or visit your public library for other sources of information on franchising. There may also be laws on franchising in your state. Ask your state agencies about them. Issuance Date: February 10, 2011 BWI 2011 (10-yr) 126472983 STATE COVER PAGE Your state may have a franchise law that requires a franchisor to register or file with the state franchise administrator before offering or selling in your state. REGISTRATION OF A FRANCHISE BY A STATE DOES NOT MEAN THAT THE STATE RECOMMENDS THE FRANCHISE OR HAS VERIFIED THE INFORMATION IN THIS DISCLOSURE DOCUMENT. Call the state franchise administrator listed in Exhibit A for information about the franchisor, or about franchising in your state. MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEW UNCONDITIONALLY AFTER THE INITIAL TERM EXPIRES. YOU MAY HAVE TO SIGN A NEW AGREEMENT WITH DIFFERENT TERMS AND CONDITIONS IN ORDER TO CONTINUE TO OPERATE YOUR BUSINESS. BEFORE YOU BUY, CONSIDER WHAT RIGHTS YOU HAVE TO RENEW YOUR FRANCHISE, IF ANY, AND WHAT TERMS YOU MIGHT HAVE TO ACCEPT IN ORDER TO RENEW. Please consider the following RISK FACTORS before you buy this franchise: 1. THE UNIT FRANCHISE AGREEMENT STATES THAT DELAWARE LAW GOVERNS THE AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS. THIS AGREEMENT PROVIDES THAT DELAWARE LAW APPLIES, BUT LOCAL LAW MAY SUPERSEDE IT. 2. THE CURRENT CONCESSION AGREEMENT CITY LICENSEE AND THE MARYLAND AVIATION ADMINISTRATION OF THE MARYLAND DEPARTMENT OF TRANSPORTATION WILL EXPIRE ON SEPTEMBER 31, 2014. IF THE CONCESSION AGREEMENT IS NOT RENEWED OR EXTENDED, OR IF IT IS TERMINATED OR SUSPENDED, YOU MAY NO LONGER HAVE THE RIGHT TO OPERATE A SUPERSHUTTLE VAN. 3. THE FRANCHISE AGREEMENT REQUIRES YOU TO PAY AN ANNUAL MINIMUM FEE OF $19,500 ($375 PER WEEK) WHETHER OR NOT YOU DERIVE ANY REVENUE. 4. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE. Effective Date: See the next page for state effective dates. BWI 2011 (10-yr) 12647298.14 STATE EFFECTIVE DATES The following states require that the Franchise Disclosure Document be registered or filed with the state or be exempt from registration: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington and Wisconsin. This Franchise Disclosure Document is registered, on file or exempt from registration in the following states having franchise registration and disclosure laws, with the following effective dates: Maryland: 2011 Virginia: 2011 swi 2011 (10-yr) 126472983 TABLE OF CONTENTS ITEM 1. THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES ITEM 2. BUSINESS EXPERIENCE ITEM 3. LITIGATION ITEM 4. BANKRUPTCY ITEM 5. INITIAL FEES ITEM 6. OTHER FEES ITEM 7. ESTIMATED INITIAL INVESTMENT ITEM 8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES ITEM 9. OBLIGATIONS ITEM 10. FINANCING ITEM 11. ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING ITEM 12. TERRITORY ITEM 13. TRADEMARKS ITEM 14. PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION ITEM 15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE ITEM 16. ITEM 17. ITEM 18 ITEM 19 ITEM 20 ITEM 21 FRANCHISE BUSINESS RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION PUBLIC FIGURES FINANCIAL PERFORMANCE REPRESENTATIONS OUTLETS AND FRANCHISEE INFORMATION FINANCIAL STATEMENTS BWI 2011 (10-yr) i 126472983 ITEM 22. CONTRACTS ITEM 23. RECEIPT ADDENDUM EXHIBITS EXHIBIT AZ EXHIBIT B: EXHIBIT CZ EXHIBIT D: EXHIBIT E: EXHIBIT F: EXHIBIT G1 EXHIBIT HI EXHIBIT I: EXHIBIT JZ EXHIBIT KZ EXHIBIT L2 EXHIBIT MZ EXHIBIT NI List of State Administrators Lists of Agents for Service of Process Financial Statements Unit Franchise Agreement Unit Franchise Operations Manual Table of Contents information on Franchisees Confidentiality and Nondisclosure Agreement Guaranty of Performance Promissory Note (Initial Franchise Fee) Promissory Note (Equipment Deposit) Promissory Note (Transfer Purchase Price) General Release Vehicle Lease Agreement List of Parent Companies Copies of Receipt Bvvi 2011 (10-yr) 12647298.14 ITEM 1. THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES To simplify the language in this Disclosure Document, "City Licensee" means Shuttle Express, Inc., a Maryland corporation, and is the licensee that has the right to operate and franchise shared ride shuttle sen/ices under the name "SuperShuttle" in the general area surrounding the Baltimore-Washington International Airport. "SuperShuttle" means the franchisor - SuperShuttle Franchise Corporation, a Delaware corporation, that granted City Licensee the right to franchise those services. SuperShuttle and City Licensee are in the business of franchising others to operate businesses using SuperShuttle's proprietary marks and systems. "You" means the person who will own and operate a SuperShuttle system van as the independent franchisee of City Licensee and, in some contexts also means any employees, subcontractors or agents utilized by you in the operation of your business. City Licensee requires that you form a formally established business entity to act as franchisee, and obtain a tax identification number from the Internal Revenue Service. The business entity may be a corporation, a limited liability company a general partnership or a limited partnership. You must also file a fictitious business name statement with the appropriate county clerk and/or regulatory agency. "You" also refers to owners of the business. You will operate a business providing transportation in a vehicle you own or lease and operate for persons traveling to and from airports and other locations within a certain geographic area described later in this document. SuperShuttle is a Delaware corporation that was incorporated on October 14, 1986 and does business as SuperShuttle. SuperShuttle's principal business address is 14500 N. Northsight Blvd., Suite 329, Scottsdale, Arizona 85260, telephone (480) 609-3000. City Licensee is a Maryland corporation that was formed on August 9, 1988 and does business as SuperShuttle Baltimore. City Licensee's principal business address is Lower Level, Pier C, BWI Airport, Maryland 21240-0766, telephone (410), 859-3427. Neither SuperShuttle nor City Licensee has any predecessors. City Licensee's and SuperShuttle's agents for service of process are disclosed in Exhibit B. City Licensee's and SuperShuttle's parents and their addresses are disclosed in Exhibit N. City Licensee grants to independent businesses the right to operate one "SuperShuttle System" van during certain specified hours to provide shared ride shuttle sen/ices and certain other services for a ten-year term within a certain geographic area and to participate in City Licensee's trip generating system. After you have operated the business for some time, you may demonstrate to City Licensee that your business is capable of expansion, in which case you may be able to enter into another franchise agreement with City Licensee. BWI 2011 (10-yr) 1 1264729113 You have the right to operate 24 hours a day. Each day will begin at 12 noon and continue until 12 noon of the next day. lf you choose, you can instead operate during a 14-hour period each day, either from 1:00 a.m. to 3:00 p.m_ Franchise") or from 11:00 a.m. to 1:00 a.m. ("PlVl Franchise"). lf you do so, your weekly system fee will be reduced (see Item 6). You can change between the 24-hour and an AM Franchise or PM Franchise up to 4 times per calendar year, and you must give City Licensee 1 week's notice. So long as you satisfy your contractual obligations, you may conduct charter operations which are incidental scheduled transportation between locations other than the airport and exclusive non-shared transportation within your area. Neither of these includes the use of City Licensee's trip generating system. However, if required by a regulatory authority, you must maintain records of the charter operations. You may not conduct charter or shuttle operations in competition with SuperShuttle. This restriction is necessary to safeguard the brand image and to protect the interests and investments of all the franchisees, and is customary in franchised businesses. Accordingly, you may not use any equipment provided by SuperShuttle or carry any label or mark of SuperShuttle for any purpose except those in furtherance of the Unit Franchise Agreement with City Licensee. You are further prohibited from using or disclosing any proprietary information or methods for any purpose except in furtherance of your Unit Franchise Agreement with City Licensee. In addition to the Unit Franchise Agreement, you must sign the Communication and Specialized Equipment Agreement. When you pay a $1,500 security deposit for the communication and specialized equipment to City Licensee, City Licensee will install the decals on your vehicle and the specialized communication transmission equipment you need for City Licensee's trip generating system in your vehicle. City Licensee will also install other equipment in your vehicle, such as a passenger assist bar, and credit card processing equipment. This equipment may also include automated vehicle identification transponders, and an on-board camera such as DriveCam(R). The airport authority may require that City Licensee install an automated vehicle-tracking device in your vehicle at any time. You pay $250.00 to City Licensee for the cost to install the decals on your vehicle and to remove them when your Franchise Agreement expires or terminates. If you lease your vehicle from City Licensee or its affiliate, you will not have to pay this fee since the decals will be installed as part of your vehicle lease. City Licensee loans all of this equipment to you for your use while you are a franchisee. You must grant City Licensee a security interest in your vehicle. SuperShuttle and City Licensee periodically make programs available to franchisees. As of the date this Franchise Disclosure Document was issued, SuperShuttle and City Licensee have adopted a Franchise Resale Opportunity Program to assist franchisees in the resale of their franchised businesses. Under this program, a franchisee who has operated a SuperShuttle Franchise for at least five years and who is in good standing may participate. If an eligible franchisee wishes to sell or transfer his or her franchise, the franchisee either informs City Licensee of the proposed transferee or requests that City Licensee assist in identifying a candidate to whom the franchisee may sell his or her business. Any transferee must meet the criteria described in Item 17. City BWI 2011 (10-yr) 2 12647298.31 Licensee will determine the priority in which it will provide candidates and may sell three franchises for every candidate it refers to a franchisee. If there are no franchisees requesting assistance, City Licensee is not limited in the number of franchises it may sell. Transferees under the Franchise Resale Opportunity Program must pay a purchase price that is at least equal to the applicable current initial franchise fee being charged by City Licensee. Franchises transferred under the Franchise Resale Opportunity Program will receive a new initial term and renewal option. As part of the Franchise Resale Opportunity Program, SuperShuttle and City Licensee will offer financing for the transferee's purchase price, up to the applicable current initial franchise fee being charged by City Licensee (see Item 10). Transferees do not have to pay additional initial franchise fees to City Licensee. SuperShuttle and City Licensee may discontinue this program in the future. City Licensee and SuperShuttle have an affiliate that may provide insurance coverage to franchisees. Beginning in March 2007, Blue Van Leasing, Inc., an affiliate of City Licensee and SuperShuttle, has offered vehicles for lease to franchisees. Blue Van Leasing's principal business address is 14500 North Northsight Blvd., Suite 329, Scottsdale, Arizona 85260, telephone (480) 609-3000. The City Licensee received its rights from SuperShuttle. SuperShuttle franchises the right to operate shared-ride shuttle services between airports and destinations within the general area surrounding airports under the "SuperShuttle" name. The SuperShuttle system includes a national central reservations system and dispatch system, which are referred to as the trip generating system, and cashiering systems. The shuttle services include both scheduled transportation and transportation on demand. The business that SuperShuttle franchises to the City Licensee does not include executive sedan transportation or taxi services that are not operated as shuttle services. City Licensee has entered into a Concession Agreement with the Maryland Aviation Administration of the _Maryland Department of Transportation. The Concession Agreement grants City Licensee the right to offer shared ride service at the Baltimore- Washington International Airport. The initial term of the Concession Agreement will expire on September 31, 2014. IF THE CONCESSION AGREEMENT BETWEEN CITY LICENSEE AND THE AIRPORT EXPIRES AND IS NOT RENEWED OR EXTENDED OR IF IT IS TERMINATED OR SUSPENDED, YOU MAY NO LONGER HAVE THE RIGHT TO OPERATE A SUPERSHUTTLE VAN AT THE AIRPORT. Neither City Licensee nor SuperShuttle currently conducts any business activities other than businesses involving transportation services. You will serve the general public in competition with other airport shuttle van companies, taxis, limousines, buses and other companies that provide transportation 2011 (10-yr) 3 126472983 services. There are seasonal fluctuations in airport traffic and you will experience similar fluctuations in your revenues during the year. In addition to laws and regulations that apply to businesses generally, many states and localities regulate the shared ride transportation industry and other transportation services and require operating certificates, licenses or permits to conduct these businesses. This may involve an application and registration process and payment of a fee. In particular, you must obtain a public service commission license for the State of Maryland. The process to obtain a license includes submitting a complete certified Maryland driving record and undergoing a criminal background check and fingerprint check. In order to pick up passengers in the District of Columbia, you must also obtain a commercial driver's license for Washington, D.C. (Chauffeur's License, also known as a 31-C License) from the District of Columbia Taxicab Commission) Drivers are also subject to regulation by the Maryland Aviation Administration of the Maryland Department of Transportation and the Baltimore-Washington International Airport authority based on agreements City Licensee has with them. The U.S. Department of Transportation also restricts the number of hours per day you can drive and the amount of rest periods required. In addition, these agencies regulate the tariffs which you can charge customers. You may obtain a copy of the current tariff from City Licensee upon request. NEITHER CITY LICENSEE NOR SUPERSHUTTLE IS ABLE TO REPRESENT THAT YOU WILL BE ABLE TO OBTAIN THE NECESSARY PERMITS AND AUTHORITY TO OPERATE A SUPERSHUTTLE VAN. City Licensee operated a shared ride shuttle service in the Baltimore market between August 1988 and July 1999. City Licensee operated as a SuperShuttle licensee from December 1994 to August 1999. ln 1997, SuperShuttle International, Inc. ("lnternational"), the parent corporation of SuperShuttle acquired a one-half interest in City Licensee, and assumed the day-to-day management of its shared ride shuttle service for the Baltimore-Washington International Airport. On August 18, 1999, International acquired the remaining one-half interest in City Licensee and City Licensee became a wholly owned subsidiary of International. International's principal business address is 14500 N. Northsight Boulevard, Suite 329, Scottsdale, Arizona 85260. In July 1999, City Licensee stopped operating vans itself and since then City Licensee's business has involved operating the trip generating system, coordinating airport ground transportation by franchisees and administering the franchise system, rather than itself conducting shared ride shuttle services. City Licensee began offering sedan service in December 2009. SuperShuttle does not currently operate a shared ride shuttle service or other transportation services. However, several of SuperShuttIe's and City Licensee's affiliates have operated transportation businesses and offered franchises. .o Sacramento Transportations Systems, Inc. has operated a SuperShuttle shared ride shuttle service in Sacramento, California since January 2004. It has offered 2011 (10-yr) 4 12647298.11 franchises for shared ride shuttle service since May 2005, and its principal address is 3100 Northgate Blvd., Sacramento, California 95833. SuperShuttle San Francisco, Inc. has operated a shared ride shuttle service in San Francisco, California since 1985. It has offered franchises for shared ride shuttle sen/ice since April 2001, and its principal address is 30 Adrian Court, Burlingame, California 94010. SuperShuttle Arizona, lnc. has operated a shared ride shuttle service in Phoenix, Arizona since 1986. It has offered franchises for shared ride shuttle service since April 2003, and its principal address is 4610 South 35"' Street, Phoenix, Arizona 85060. SuperShuttle Arizona, Inc. also offers franchises to operate executive sedan transportation services under the mark "ExecuCar" and has done so since July 2004. lt has 119 ExecuCar franchisees as of December 31, 2010. SuperShuttle DFW, Inc. has operated a shared ride shuttle service in Dallas, Texas since 1987. It has offered franchises for shared ride shuttle service since August 2005, and its principal address is 1840 W. Airfield Drive, Suite 300, Dallas, Texas 75261. SuperShuttle of Minnesota, Inc. has operated a shared ride shuttle service in Minneapolis, Minnesota since April 2002. It has offered franchises for shared ride shuttle service since July 2002, and its principal address is 4500 Glumack Drive, #1300, St. Paul, Minnesota 56111. Shuttle Associates, LLC has operated a shared ride shuttle service in the Manhattan area of New York since May 1998. lt has offered franchises for shared ride shuttle service since May 1999, and its principal address is 45-02 Ditmars Blvd., Ground Floor, Astoria, New York 11105. Shuttle Associates, LLC also offers franchises to operate ExecuCar executive sedan transportation services and has done so since October 2008. It has 0- ExecuCar franchises as of December 31, 2010. SuperShuttle Los Angeles, lnc. and its predecessor operated shuttle services in Los Angeles, California and Orange County, California from 1983 to 1994 and from December 1998 to January 2000. It has offered franchise for shared ride shuttle service since December 1999, and its principal address is 531 Van Ness Avenue, Torrance, California 90501. Washington Shuttle, Inc. has operated a shared ride shuttle service in the District of Columbia and Alexandria, Virginia areas since February 1997. lt has offered franchises for shared ride shuttle services since July 1999, and its principal address is 2605 S. Clark Street, Arlington, Virginia 22202. 2011 (10-yr) 5 12647298.13 The Limo, lnc. has operated a shared ride shuttle service and executive sedan transportation in the Tampa, Florida area since June 1978. The Limo, Inc. has also provided a shared ride shuttle sen/ice and executive sedan transportation in the Orlando, Florida area since July 2010_ It has offered franchises for shared ride shuttle sen/ice in Tampa area since April 2005, and its principal address is 11901 30th Court North, St. Petersburg, Florida 33716. SuperShuttle International Denver, Inc. formerly known as Denver Shuttle, lnc. has operated shuttle services in the Denver, Colorado area since 1995. lt has offered franchises for shared ride shuttle sen/ice since July 2002, and its principal address is 4605 Paris Street, Box 1, Suite D20, Denver, Colorado 80239. Cloud 9 Shuttle, Inc. has operated shuttle service in the San Diego, California area from December 1992 to February 2003. lt has offered franchises for shared ride shuttle sen/ice since February 2003, and its principal address is 123 Camino de la Reina, #200, San Diego, California 92108. Cloud 9 Shuttle, Inc. also offers franchises to operate ExecuCar executive sedan transportation services and has done so since April 2008. It has 20 ExecuCar franchisees as of December 31, 2010. Golden Touch Transportation of NY, Inc. has provided certain transportation sen/ices in the metropolitan New York area utilizing coach buses, vans, sport utility vehicles and sedans since 1992 under the name "Golden Touch". It has offered franchises for these services since December 1992, and its principal address is 45-02 Ditmars Blvd., Ground Floor, Astoria, New York 11105. SuperShuttle Houston, LLC began providing shuttle services in the Houston area in August 2009. It has offered franchises for shared ride shuttle service since June 2010, and its principal address is 2800 N. Terminal Road, Terminal A, Houston, Texas 77032. City Licensee has offered unit franchises to independent drivers since July 1999. Under a program that is described in a separate Disclosure Document, City Licensee also offers unit franchises for 1-year terms with an initial fee of $3,500.00. City Licensee has offered the unit franchises described in this Disclosure Document since |\/lay 2004 SuperShuttle has most recently offered franchises to its licensees since June 1993. Before that, SuperShuttle had granted one license in 1988. Neither SuperShuttle nor any of its affiliates have offered franchises in any other line of business other than those described above. BWI 2011 (10-yr) 6 12647298.15 ITEM 2. BUSINESS EXPERIENCE SHUTTLE EXPRESS, INC. President, Chief Executive Officer and Director: R. Brian Wier Mr. Wier has served as President/Chief Executive Officer and as a Director of City Licensee since November 1997. Mr. Wier has also served as President of SuperShuttle and International since February 1997 and as Chief Operating Officer of SuperShuttle and International from November 1996 to September 2008. Mr. Wier served as Chief Executive Officer of SuperShuttle and International from February 1998 to October 2006. Before that, from November 1996 to February 1997, he was Senior Vice President, and from April 1996 to October 1996, he was Vice President of Operations for SuperShuttle and International. From June 1995 to April 1996, Mr. Wier served as Vice President of SuperShuttle Arizona, Inc. Before that, Mr. Wier was Senior Vice President of SuperShuttle Inc. in Dallas, Texas from November 1987 to June 1995. Chief Financial Officer, Corporate Secretary and Director: Thomas C. LaVoy Mr. LaVoy has served as Chief Financial Officer, Corporate Secretary and as a Director of City Licensee since November 1997. Mr. LaVoy has served as Chief Financial Officer of SuperShuttle and International since July 1997 and as Corporate Secretary of International since March 1998. General Manager: Paul Elliot Mr. Elliot joined City Licensee in October 1998 as its Director of Operations. Mr. Elliott has served as City Licensee's General Manager since October 1999. Director of Operations: Jacqueline Holloway Ms. Holloway has served as Director of Operations for City Licensee since October 2008. From April 2007 to October 2008, Ms. Holloway served as Airport Operations Manager. From 1986 to 2006, Mr. Holloway was with Black Decker, lnc., in Baltimore, Maryland where she held various positions including Customer Sen/ice Supen/isor, Senior Sales Administrator and Senior Categoiy Analyst. SUPERSHUTTLE FRANCHISE CORPORATION Chief Executive Officer and President: R. Brian Wier See above listing under Shuttle Express, Inc. BWI 2011 (10-yr) 7 12647298.13 Chief Operating Officer: Thomas Vitale Mr. Vitale has served as SuperShuttle's Chief Operating Officer since September 2008. From January 2004 to September 2008, Mr. Vitale served as Executive VP of FSA Network, Inc. in Weston, Florida. Chief Financial Officer: Thomas C. LaVoy See above listing under Shuttle Express, Inc. . Vice President of Regulatory Affairs and Corporate Secretary: Judy A. Robertson Ms. Robertson has served as Vice President of Regulatory Affairs since June 2002 and Corporate Secretary of SuperShuttle since 1998. From February 1998 to June 2001, Ms. Robertson served as Vice President of Franchising and Administrative Services of SuperShuttle and International. From 1993 to February 1998, Ms Robertson served as SuperShuttle's Director of Franchising and Director of Human Resources. Vice President of Franchise Development: Dorthina Davis Ms. Davis has served as SuperShuttle's Vice President of Franchise Development since February 2004. From June 1, 2001 to February 2004, Ms. Davis served as Vice President of Sales and Marketing. From November 1997 to June 2001, Ms. Davis served as Vice President of Business Development. From February 1-997 to November 1997, she was the Vice President and General Manager of SuperShuttle Arizona, Inc. Before that, Ms. Davis served as the Director of Training for SuperShuttle from April 1995 to February 1997. From July 1992 to December 1994, Ms. Davis was the General Manager of Malandro Communication, Inc., a corporate training and development company in Scottsdale, Arizona. Before that, from 1988 through 1991, Ms. Davis was employed by SuperShuttle of Arizona, Inc. and served as its Director of Sales and General Manager. Senior Vice President of Operations: David Bird Mr. Bird has served as Senior Vice President of Operations of SuperShuttle and International since January 2001. From March 1999 to January 2001, Mr. Bird served as Vice President of Operations of SuperShuttle and International. Before that, from November 1996 to February 1999, Mr. Bird was General Manager of SuperShuttle of San Francisco, Inc. Regional Vice President: Dwight Kines Mr. Kines has served as Regional Vice President of Operations of SuperShuttle and International since February 2008. From September 1998 to February 2008, he was Regional General Manager for Yellow/Checker Cab, Inc in Baltimore, Maryland. 2011 (10-yr) 8 12647298.13 ITEM 3. LITIGATION Peter N. Akaoma v. SuperShuttle International Corporation (sic), Washington Shuttle, Inc., Doug Clarke and Kavard Moore, Jr. (American Arbitration Association, Case No. 16 180 000683 06). The plaintiff filed a complaint in the U.S. District Court, Eastern District of Virginia, Alexandria Division (Akaoma v. SuperShuttle International Corporation, et al, Case No. on December 6, 2004 on behalf of himself and 19 other drivers to be named (none ever named), alleging race color discrimination, national origin discrimination, equal pay and compensation discrimination, breach of contract, fraud, extortion, unjust enrichment, assault, false arrest and imprisonment, intentional infliction of emotional distress, negligent hiring and retention, malicious prosecution and malicious use of process ("Claims"), seeking various findings and orders, including injunctive and declaratory relief, compensatory damages of 5 million dollars and punitive damages of 50 million dollars. The Court granted defendants' Motion to Compel Arbitration and Stay Proceedings on June 3, 2005. Plaintiff ultimately submitted the Claims to arbitration and on March 15, 2010, an Award of Arbitrator was issued. The Award: denied and dismissed all Claims against International, Washington Shuttle, Inc. and Mr. Clarke; ordered the plaintiff to return the van plaintiff had leased from Washington Shuttle, Inc.; ordered the payment of $1,670 by Mr. Moore to plaintiff (and dismissing all other Claims as to Mr. Moore); and ordered the plaintiff to pay to the defendants $106,014.21 in attorney's fees. The Award was confirmed by the Court and Orders confirming the Award and entering final judgment were entered April 28, 2010. On May 24, 2010 plaintiff filed a Notice of Appeal which is currently pending as Akaoma SuperShuttle International, Inc., et al (Case No. 10- 1602), United States Court of Appeals for the Fourth Circuit. Mirna Rosales, Jess Martinez, Muayyad Boul, Sidney Peraza, Nasser Y. Nasser, Satnam Singh Thandi, Steve Uwagboe, Ali Moussavi, Hany Gergis, Carl Dunlap, Robert T. Morrow, Oleg Goldfarp, Mahmmoud Galal, Ahmed Badran, Hengy Martinez, Jabbar Nazarian, Geoffrey Hodge, Petros Torosyan and Mohamad Zabihi v. SuperShuttle Franchise Corporation, SuperShuttle International and SuperShuttle Los Angeles (Superior Court of the State of California, County of Los Angeles, Case No. BC356305). Plaintiff drivers filed this complaint on August 1, 2006 alleging unlawful termination, breach of contract, fraud, negligent misrepresentation, negligent infliction of emotional distress and intentional infliction of emotional distress and seeking compensatory, punitive and exemplary damages as well as attorney's fees and costs. On August 11, 2009, the Court granted defendants' motion for summary judgment and dismissed the plaintiffs' action, with prejudice. The court also ordered the plaintiffs, jointly and severally, to pay defendants' attorney's fees in the amount of $157,661 and costs in the amount of $7,448. In October 2010, plaintiffs filed an appeal with Division 1 of the Second District California Court of Appeal, Case No. B222385. Issac Reid, Clement Green, Robert B. Walker, Lionel Singh, Keith Clarke, Boua Mdiaye, lbrahima Bah, Mamadou Wague, Marie W. Dasney, Orville Harris, Gregog( Morgan, Trevor Francis, Everton Welsh, Frank Taylor, Seymour Lewis and Johhann Ramirez v. BWI 2011 (10-yr) 9 126472983 SuperShuttIe International, Inc.; SuperShuttIe Franchise Corporation, Veolia Transportation Services, Inc., d/b/a SuperShuttle, Shuttle Associates, LLC, Super Shuttle International, Inc. 401k Plan and SuperShuttle Flexible Benefit Plan. (United States District Court, Eastern District of New York, Civ. No. CV-08-4854). Plaintiff drivers and former drivers filed a complaint on December 2, 2008. On February 12, 2009, plaintiffs filed an amended complaint with the Court against defendants International, SuperShuttIe, and Shuttle Associates, LLC. Plaintiffs seek to represent a putative class of current and former shared-ride shuttle drivers in New York who have operated since December 2, 2002. Plaintiffs allege that defendants misclassified putative class member drivers as independent contractors. For the putative class of alleged employee drivers, Plaintiffs allege causes of action for (1) failure to pay minimum wages under the Fair Labor Standards Act and New York State Labor Law (2) failure to pay overtime under the FLSA and the NYLL, (3) unlawful deductions from their wages in violation of Section 193(1) of the NYLL, (4) unlawful payments by separate transaction in violation of Section 192(2) of the NYLL, (5) failure to provide "spread-of-hours" compensation under the NYLL, (8) failure to provide benefits under ERISA, and (7) common law misrepresentation and unjust enrichment. Plaintiffs seek class action certification, declaratory judgment, injunctive relief, an equitable accounting of unpaid wages, compensatory damages, liquidated damages, statutory penalties, punitive damages, and attorneys' fees and costs. On March 13, 2009, Defendants moved to compel certain Plaintiffs (specifically, lbrahima Bah, Marie W. Dasney, Orville Harris, Lionel Singh and Mamadou Wague) to submit their claims to arbitration and to dismiss the amended complaint with regard to some of the Plaintiffs' causes of action. On March 22, 2010, the Court issued an Order on Defendants' motion wherein it: dismissed Plaintiffs' ERISA claims; (ii) compelled Plaintiffs Bah, Dasney, Harris, Singh and Wague to submit their claims to arbitration and dismissed them from the case; and dismissed Plaintiffs' Labor Law and unjust enrichment claims with respect to claims accruing prior to December 2, 2002. Plaintiffs appealed the ll/larch 22, 2010 Order, but have since withdrawn their appeal without prejudice to restoring same by March 28, 2011. An initial conference was held on September 30, 2010 and the parties began discovery with respect to the claims of the remaining named Plaintiffs. In addition, the parties agreed to mediate Plaintiffs' claims and are scheduled to have mediation on February 28, 2011. Roosevelt Kaipg, et al. vs. SuperShuttIe International, Inc., et al. (Superior Court of the State of California, County of Alameda, Case No. RG08388483). Plaintiff drivers and former drivers filed a complaint on l\/lay 8, 2008 on behalf of Roosevelt Kairy, Larry Brown, Wayne Dickson, and Drake Osmun, and all others similarly situated and the general public, against International, SuperShuttIe and Veolia Transportation Services, Inc. Plaintiffs allege 23 claims, 22 of which involved alleged violations of California law including violations of the Unfair Competition Law and Labor Code (reimbursement of business expenses, unlawful deduction from wages, coerced purchases, failure to provide off-duty meal periods, failure to pay minimum wage, failure to pay overtime compensation, failure to furnish accurate wage statements, failure to keep accurate payroll records and waiting time penalties) and violation of the Federal Labor Standard Act. Plaintiffs seek class action certification, declaratory judgment, injunctive relief, an BWI 2011 (10-yr) 10 126472983 equitable accounting of unpaid wages, compensatory damages, liquidated damages, statutory penalties, punitive damages, and attorneys' fees and costs. Plaintiffs' underlying allegation is that plaintiff and defendant have an employee-employer relationship. Defendants vigorously deny the plaintiffs' allegations. On December 22, 2009, the judge dismissed the 22 California claims and left the Federal Labor Standards Act claim alive. On February 25, 2010, the court issued an order granting the plaintiffs' request for an interlocutory appeal which allows the plaintiffs to petition the 9th Circuit for permission to file an appeal on the 22 dismissed allegations. That appeal is now pending before the 9th Circuit Court of Appeal, Case No. 10-16150. The FLSA action has been stayed in the trial court, pending the outcome of the appeal. Mack Green, Robynne Barber, Michael Kennedy, Leon Gilmer, Michael A. Robertson, David Thomas, Eddie L. Oliver, Andrew T. Shipp v. SuperShuttle International, Inc., SuperShuttle Franchise Corporation, and SuperShuttle of Minnesota, Inc. Plaintiff drivers and former drivers filed a complaint in the District Court for the Fourth Judicial District, State of Minnesota, County of Hennepin on July 13, 2009 (Case No, 27-CV-09- 19045) on behalf of themselves and all others similarly situated. Plaintiffs allege that International, SuperShuttle, and SuperShuttle of Minnesota, Inc. misclassified drivers as franchisees, resulting in failure to pay overtime compensation, failure to pay minimum wage compensation, failure to reimburse employment related expenses, failure to provide meal breaks, unlawful misappropriation of gratuities paid for services provided by plaintiffs, unlawful deduction of amounts from plaintiffs' earnings and compensation, failure to keep records of hours worked by plaintiffs and failure to furnish required statements of earnings, and failure to make prompt payment in full to plaintiffs who have been terminated in violation of Minnesota statutory law. Plaintiffs seek class action certification, declaratory judgment, injunctive relief, an equitable accounting of unpaid wages, compensatory damages, punitive damages, statutory penalties and attorneys' fees and costs. Plaintiffs' underlying allegation is that plaintiffs and defendants have an employer-employee relationship. The defendants filed motions to remove the action to federal court and to compel arbitration. In response, plaintiffs filed a motion to remand to state court and an opposition to the motion to compel arbitration. On January 29, 2010, the court denied plaintiffs' motion to remand. The plaintiffs appealed the decision to the Eighth Circuit and on May 26, 2010, the Eighth Circuit affirmed the district court's order (Case No. 10-1564). On September 13, 2010, the district court granted the defendants' motion to dismiss and/or compel arbitration, issuing an order compelling arbitration and dismissing plaintiffs' claims without prejudice. Plaintiffs appealed the district court's order to the Eighth Circuit. International, SuperShuttle, and SuperShuttle of Minnesota, Inc. deny the merits of plaintiffs' allegations and will continue to defend vigorously against these claims. Jeffrey Demauro and Bora Pavlovic, on Behalf of Themselves and Others Similarly Situated vs. The Limo, Inc. d/b/a ExecuCar, Inc., SuperShuttle Tampa Bay, and Veolia Transportation Services, Inc. (United States District Court, Middle District of Florida, Tampa Division, Case No. Plaintiffs filed their Complaint on February 10, 2010, alleging that the Defendants misclassified current and former ExecuCar owner-operators in Tampa and nationwide as independent contractors 2011 (10-yr) 1 1 12647298.13 instead of employees, resulting in Defendants' failure to pay them overtime compensation and minimum wages. Plaintiffs sought alleged unpaid overtime compensation and minimum wages, declaratory relief, -and other relief under the federal Fair Labor Standards Act, as well as minimum wages under the Florida Constitution, on behalf of themselves and others allegedly similarly situated. By Order dated June 17, 2010, the Court declined to exercise supplemental jurisdiction over Plaintiffs' Florida Constitution minimum wage claim and dismissed that count. Plaintiffs also sought nationwide conditional collective action certification. On January 3, 2011, the Court denied conditional collective action certification on both a nationwide and local basis, and required the two named plaintiffs to proceed individually. No arbitrations have yet been filed by plaintiffs to defendants' knowledge as of the date this Disclosure Document was issued. Defendants vigorously deny the plaintiffs' allegations. Jeffrey Demauro and Bora Pavlovic, on Behalf of Themselves and Others Similarly Situated vs. The Limo, Inc., a Florida Corporation, dlbla ExecuCar, Inc., and SuperShuttle Tampa Bay, and Veolia Transportation Services, Inc a Foreign corporation (Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida, Case No. 10 013819). Plaintiffs filed their Complaint on June 28, 2010, alleging that the Defendants misclassified current and former ExecuCar owner- operators, resulting in Defendants' failure to pay them minimum wages guaranteed under the Florida Constitution. On August 31, 2010, the parties filed a joint stipulation whereby they agreed to stay this case pending resolution of the parallel federal action in the Middle District of Florida, Case No. Defendants vigorously deny the Plaintiffs' allegations. Robert Arcidiacono and Jeffrey Pfannes, on Behalf of Themselves and Those Similarly Situated vs. The Limo, Inc., dlbla SuperShuttle Tampa Bay and Veolia Transportation Services, Inc. (United States District Court, Middle District of Florida, Tampa Division, Case No. Plaintiffs filed their Complaint on April 2, 2010, alleging that the Defendants misclassified SuperShuttle drivers as independent contractors instead of employees, resulting in Defendants' failure to pay them minimum wages guaranteed under the federal Fair Labor Standards Act and the Florida Constitution. Plaintiffs seek class action certification, unpaid minimum wages, liquidated damages, attorney's fees, declaratory relief, and other relief under the Fair Labor Standards Act and Florida Constitution. On September 9, 2010, the Court dismissed the Plaintiffs' action and compelled the Plaintiffs to arbitrate their claims, though it declined to opine on whether any arbitration should be conducted on a class basis or an individual basis. No arbitrations have yet been filed by Plaintiffs to Defendants' knowledge as of the date this Disclosure Document was issued. Defendants vigorously deny the Plaintiffs' allegations. Kevin A. Gadson, Okierieta O. Enaiekpo, Samuel D. Murithi and Others Similarly Situated vs. SuperShuttle International, lnc., Shuttle Express Corp., Veolia Transportation, Inc. and Veolia Enviornment SA (United States District Court for the District of Nlapgland, Greenbelt Division, Case No. AVV10-CV1057). Plaintiffs current and former drivers filed a complaint on April 28, 2010 alleging that the defendants BWI 2011 (10-yr) 12 126472983 misclassified SuperShuttle drivers as independent contractors, resulting in failure to pay minimum wages. Plaintiffs seek class action certification and a finding that the defendants willfully violated the Fair Labor Standards Act and Maryland Wage and Hour Law, an accounting, liquidated damages for up to three times alleged unpaid compensation, interest and attorney's fees. Plaintiffs also allege violation of the Maryland Franchise Law and seek, in the alternative, a judgment that defendants violated that law, an accounting, monetary damages equal to alleged unpaid compensation and remuneration, punitive and compensatory damages, interest and attorney's fees. On June 18, 2010, Defendants moved to compel certain individuals to arbitrate their claims and to dismiss the complaint with regard to some of the Plaintiffs' causes of action. Plaintiffs filed a memorandum in opposition to Defendants' motion on July 16, 2010, to which Defendants replied on August 9, 2010. Defendants' motion is still pending as of the date this Disclosure Document was issued. Defendants will continue to defend vigorously against these claims. In addition, SuperShuttle has occasionally been the subject of arbitrations that do not involve City Licensee and which SuperShuttle does not believe are material. In August 2004 SuperShuttle of Minnesota, Inc. terminated a franchisee, Bogale Feleke, and Mr. Feleke alleged that the termination was in violation of Minnesota franchise law. The parties voluntarily agreed to arbitrate their dispute before a private arbitrator who granted Mr. Feleke's motion for temporary injunction pending the arbitration. The parties subsequently settled their dispute by agreeing that the termination notice would be withdrawn, Mr. Feleke released certain claims and was reimbursed certain amounts. Other than these actions described above, no litigation is required to be disclosed in this Item. ITEM 4. BANKRUPTCY No bankruptcy is required to be disclosed in this Item. ITEM 5. INITIAL FEES You must pay an initial franchise fee of $25,000 when you begin operations. This fee is non-refundable. Additionally, when you begin operations you must pay $250.00 to the City Licensee for the application of decals to your vehicle. This fee will also cover the City Licensee's removal of the decals following expiration or termination of the Franchise Agreement. lf you lease your vehicle from City Licensee or its affiliate, you will not have to pay this fee since the decals will be installed as part of your vehicle lease. When you begin operations, you must also pay City Licensee a $1,500.00 deposit for the decals, the specialized data transmission equipment and the other specialized vehicle equipment that City Licensee lends to you and installs in your SuperShuttle vehicle. City Licensee will refund this deposit to you at the expiration or termination of your Unit Franchise BWI 2011 (10-yr) 1 3 126472983 Agreement when you return your vehicle to City Licensee to have them removed (see Item 17). You must grant City Licensee a security interest in your vehicle. This security deposit is for the decals and specialized vehicle equipment only and not a deposit for your vehicle. In addition, if your vehicle is insured through City Licensee, you must reimburse City Licensee for insurance costs for your vehicle (see Item 6). If you acquire your franchise through the Franchise Resale Opportunity Program, your purchase price may exceed the initial franchise fee described above. ITEM 6. OTHER FEES 10% of gross revenues By Noon each Monday See Note 1. System Fee $375 per Week or $563 By Noon each Monday See Note 2. per week . Airport Expenses 17.5% of all outbound By Noon each Monday See Note 3. revenue Reimbursed Expenses Costs incurred by City As incurred See Note 4. Licensee on your behalf Vehicle Insurance Cost City Licensee's cost, By noon each Monday See Note 5. estimated to range between $125 and $200 per week Renewal Fee $1,000 and City Upon Renewal See Note 6. Licensee's costs Additional Training Fee City Licensee's cost, Before training See Note 7. approximately $150 Substitute inducement $50 as of the date of Upon Demand See Note 8. Fee this Disclosure Document Franchise Resale Then current fee. Weekly See Note 9. Opportunity Program Currently $25 Management Fee Audit Fee Cost of audit Upon Demand See Note 10 Attorney's Fees Reasonable attorney's As ordered by arbitrator See Note 11 fees or court Interest Lesser of 2% per month When payment is late or See Note 12 or maximum rate overdue A permitted by law BWI 2011 (10-yr) 126472983 14 Type of Fee Indemnification Transfer Fee Optional Independent Third Party Benefit Program Optional Independent Third Party Leasing Payment of City Licensee or SuperShuttle losses and costs The lesser of $1 000 or 10/ of your sale price expenses Cost of benefit program options selected by you Cost of lease program options selected by you Upon Demand Upon transfer By Noon each Monday By Noon each Monday See Note 13 See Note 14 See Note 15 See Note 16 00 I Program EXCEPT AS SPECIFIED BELOW, ALL FEES ARE UNIFORMLY IMPOSED BY AND ARE PAYABLE TO CITY LICENSEE. ALL FEES ARE NON-REFUNDABLE. FAILURE TO PAY ANY AMOUNT DUE TO CITY LICENSEE OR TO SUPERSHUTTLE ON A TIMELY BASIS WILL RESULT IN THE WITHHOLDING OF TRIP GENERATING SERVICES BY CITY LICENSEE UNTIL YOU PAY THE AMOUNT DUE. THIS IS NOT THE ONLY REMEDY THAT CITY LICENSEE HAS IF YOU DO NOT PAY. CITY LICENSEE DECIDES HOW YOUR PAYMENTS WILL BE APPLIED. AS OF THE DATE THIS DISCLOSURE DOCUMENT WAS PREPARED, YOUR PAYMENTS ARE APPLIED AS FOLLOWS: FIRST, TO THE LICENSE FEE AND THE SYSTEM SECOND, TO AIRPORT EXPENSES AND REIMBURSED THIRD, TO FOURTH, TO INTEREST, FIFTH, TO AUDIT FEES OR SIXTH, TO VEHICLE AND SEVENTH, TO PAY ANY AMOUNTS COLLECTED ON BEHALF OF A THIRD PARTY. THE PRIORITY OF APPLICATION IS SUBJECT TO CHANGE AT ANY TIME. Notes: 1. Gross Revenues include all fares and other amounts you receive when you operate a SuperShuttle van, including the amount you actually receive when a customer redeems a coupon. It does not include amounts you receive from City Licensee when customers present vouchers issued by City Licensee for complimentary service. You must pay the license fee by noon each Monday for the preceding Monday through Sunday. 2. You must pay $563 by noon each Monday for 24 hours of trip generating services. You have the option to lower the system fee to $375 if you switch to an AM Franchise or a PM Franchise for trip generating services (see Item 1). With the following exception, you must pay the system fee throughout the term of the Franchise Agreement whether or not you are using the trip generating system and whether or not your vehicle is operational. You can notify City Licensee that you will not operate your vehicle for 4 weeks each BWI 2011 (10-yr) 1 5 126472983 calendar year and you will not be obligated to pay system fees during that period of non- operation. if you and City Licensee agree that you will operate a vehicle that is equipped to transport passengers who require specialized access and that conforms to the requirements of the Americans with Disabilities Act, City Licensee may reduce the system fee. Except as provided above, you must pay the system fee throughout the term of the Franchise Agreement whether or not you are using the trip generating system and whether or not your vehicle is operational. You must reimburse the City Licensee for charges for airport loop fees, airport vehicle permit, airport concession fees, and vehicle inspection fees assessed City Licensee for the operation of your vehicle at the airport. The Airport currently assesses the City Licensee 17.5% of outbound revenue for these fees. Should the Airport change the percentage it assesses the City Licensee, City Licensee will provide you with written notification. City Licensee will deduct this amount from your revenues up to 2 times a week. You must reimburse City Licensee for any and all costs it incurs on your behalf such as any applicable alternative fuel costs, toll fees, pager costs, Nextel phone charges or similar phone system charges, vehicle maintenance and/or inspections, parking tickets and any fines assessed against City Licensee due to your acts or failure to act, and all other items which City Licensee may order on your behalf, such as uniforms. If the City Licensee receives a customer complaint about you or your service and incurs costs in resolving it, those costs are also included in the amount to be reimbursed. The City Licensee will obtain this reimbursement by providing you with an invoice on a basis for any cost it has incurred on your behalf. All amounts are due and payable on receipt of the invoice. - You must reimburse the City Licensee for any cost it incurs in providing you with insurance for your vehicle. City Licensee estimates that this cost will range between $125.00 and $200.00 per week or 1/52nd of the annual premium, whichever is greater. This payment is due by noon each Monday. See Item 8. In addition to a $1,000.00 franchise renewal fee, you must reimburse City Licensee for all of its costs in processing the renewal, including attorney's fees. There are other conditions to renewal. See Item 17. You must pay the cost of training any substitute drivers for your vehicle. ln addition, the City Licensee may require you and your drivers to attend an additional training course if a new service or method of operation is introduced in the SuperShuttle system and you may have to pay a fee to cover City Licensee's expenses in conducting the course. City Licensee estimates that the cost to provide training to substitute drivers or to provide an additional training course is currently approximately $150.00. The airport at which you operate or another regulatory authority may require that you attend periodic or additional training. This training may be conducted by City Licensee or by the airport or regulatory authority. ln 'unusual circumstances your vehicle is the closest van within 30 minutes of a pick-up location), it may become necessary for the trip generating system operator to assign a fare to your vehicle. Should you or your operator, while you are on the trip generating system decline the assignment without having given the appropriate advance ewi 2011 (10-yr) 16 12647291-3.3 2-hour notice that your vehicle will be out of service, you have to pay an inducement fee to the franchisee who does accept the assignment. If you sell your franchise through the Franchise Resale Opportunity Program, you must pay a management fee to City Licensee during the period in which your Transferee is making payments on the amount of the purchase price that City Licensee financed (see ltem 10). This management fee is $25 per week as of the date this Franchise Disclosure Document was issued. You must pay the cost of the audit only if the audit shows an understatement of any amounts of gross revenues, passenger volumes or other similar information. If there is an arbitration or other legal proceeding between you and City Licensee, the prevailing party will be entitled to reasonable attorney's fees. If you do not pay your obligations when due, you must also pay interest from the due date until paid, calculated at the lesser of 2% of the amount due per month or the highest rate permitted by law. You must pay for any losses to City Licensee or SuperShuttle and their representatives resulting from the operation of your business. You must pay this fee for all assignments or transfers of the franchise agreement. You must also pay City Licensee's expenses to provide training and to evaluate the proposed transfer. lf the transfer is part of the Franchise Resale Opportunity Program, the transfer fee is $1,000. If the assignment results from your death, the transfer fee is reduced to $500.00_ There are other conditions to transfer. See Item 17. City Licensee or SuperShuttle may arrange with an independent third party to administer an optional benefit program. lf this program is established and if you choose to enroll in it, all fees and premiums related to the benefit program will be your sole responsibility. If you so choose by signing a consent, City Licensee may collect your fees and premiums for the program from you and pay them to the independent third party administrator. If City Licensee collects these monies_ from you, the payment for these fees will be due by noon each Monday. City Licensee or SuperShuttle may arrange with an independent third party to administer an optional vehicle lease program. If this program is established and if you choose to lease a vehicle from the independent third party, all fees related to the lease program will be your sole responsibility. lf you so choose by signing a consent, City Licensee may collect your lease payment and a handling charge for the program from you and pay the lease payment to the independent third party administrator. lf City Licensee collects these monies from you, the payment for these fees will be due by noon each Monday. The lessor may require a security deposit on your vehicle at the time of the vehicle lease. BWI 2011 (10-yr) 17 12647298.11 ITEM 7. ESTIMATED INITIAL INVESTMENT YOUR ESTIMATED INITIAL INVESTMENT Method Type of gf Expenditure Amount Payment Initial franchise $25,000 Lump fee (Note 1) sum Deposit for data $1,500 Lump transmission and Sum vehicle equipment decals (Note 2) Fee for cost and $0 - $250 Lump application of Sum decals (Note 3) Travel and Living $0 - $300 As Expenses While incurred Training (Note 4) Equipment (Note $15,000 - As 5) $30,000 incurred Miscellaneous $150 - $1,500 As Opening Costs incurred (Note 6) Operating $200 - $1,500 As Authority incurred (Note 7) Additional Funds - $1,000 - 3 months $5,000 (Note 8) TOTAL: $42,850 - (Note 9) $65,050 When Due When you begin operations When you begin operations When you begin operations During training As incurred As incurred As incurred To Whom Payment is to be Made City Licensee City Licensee City Licensee Gas, parking and restaurants Vendor or Lessor Attorneys, accountants, etc. Federal, state and local government agencies, airport, attorneys Employees, vendors, City Licensee All figures in Item 7 are estimates only. Actual costs will vary for each franchisee and each market depending on a number of factors. City Licensee is unable to represent whether or not amounts paid to third parties are refundable. All funds paid to City BWI 2011 (10-yr) 126472983 18 Licensee, including deposits and reimbursements are non-refundable except as described below, and may be applied by City Licensee to any amounts owed to it Notes: 1. The initial franchise fee is $25,000. The initial franchise fee is non-refundable. 2. You must pay a deposit for the use of the decals on your SuperShuttle van and for the 3. 4. 5. 6. 7. 8. specialized data transmission equipment, which may also include a global positioning navigation system that City Licensee lends to you and installs in your van. This deposit is refundable at the expiration or termination of your Agreement when you return the van to City Licensee to have them removed. lf you owe other amounts to City Licensee, City Licensee may apply the security deposit to satisfy those obligations. You must grant City Licensee a security interest in your van. This security deposit is for the decals and specialized vehicle equipment only and not a deposit for your vehicle. You must pay this fee to City Licensee for the cost of applying the decals to your vehicle. City Licensee will also remove the decals upon expiration or termination of the Unit Franchise Agreement. lf you lease- your vehicle from City Licensee or its affiliate, you will not have to pay this fee since the decals will be installed as part of your vehicle lease agreement. The expenses you will incur for gas, parking and food expenses while training will depend on the number of persons who attend training and the distance you must travel to the training location. These figures may vary depending on the make and model of the vehicle, which you operate in your market. The estimate includes a range of figures depending on the age of the vehicle, whether a new vehicle is purchased (approximately $30,000 per van) or leased, whether the vehicle operates on gasoline or alternative fuel, and on whether or not you need to paint the vehicle (approximately $500 per van or more). Your cost may be higher if you operate a vehicle that is equipped to transport passengers who require specialized access and that conforms to the requirements of the Americans with Disabilities Act. This includes security deposits, opening advertising and professional fees and costs (attorney, accountant) among other things. You will need to obtain uniforms, trip sheets, passenger receipts, maintenance report forms, rack cards for placement inside vehicles, business cards and similar items. City Licensee bases these figures on the assumption that you are beginning a new shared ride shuttle service at the airport. The federal government, states and localities may regulate the shared ride transportation industry and other transportation services and require operating certificates, licenses or permits in order to conduct these businesses. This may involve an application and registration process. These expenses are additional funds you may need to expend during the initial phase of the business including fuel costs, maintenance expenses, license fees and system fees. They do account for any revenues during this period of time, nor do they include Bwi 2011 (10-yr) 19 126472983 expenses for any of the other categories described above. City Licensee bases its estimate of these expenses on its experience and that of its affiliates. 9. These figures are estimates and City Licensee cannot guarantee that you will not have additional expenses starting the business. Your costs will depend on factors such as how closely you follow the SuperShuttle system, methods and procedures, your skill, experience and business acumen, local economic conditions, the local market, competition, and the number of customers during the initial period. This estimates your initial start up expenses for shuttle services. You should review these figures carefully with a business advisor before making any decision to purchase the franchise. Except as described in Item 10, neither SuperShuttle nor City Licensee offers any direct or indirect financing to franchisees. ITEM 8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES You may only affix the "SuperShuttle" marks on vehicle types that meet City Licensee's specifications, including make, model, color, age, size and mechanical condition. These specifications may include the ability to operate using alternative fuel. Additionally, the "SuperShuttle" marks shall be affixed in a particular way. ln general, your vehicle must seat 8 persons including the driver and be no more than 5 model years old. The current acceptable models are the Ford Econoline, the Dodge B1500 or B2500, the Chevy Express, and the GMC Savanna. The City Licensee or its affiliate may offer to lease a vehicle to you that meets these specifications. lf City Licensee or its affiliate does so and you choose to lease a vehicle from them, they will derive income from your lease. City Licensee charges you a weekly lease fee for the vehicle. City Licensee's income is the difference between the amount you pay and the amount that it pays for the vehicle. It pays lower interest rates for the vehicle due to its larger buying capability and better credit rating. See the Vehicle Lease Agreement attached as Exhibit M. You are free to purchase or lease your vehicle from an outside vendor rather than from City Licensee. If either City Licensee or SuperShuttle makes an arrangement with a third party to administer vehicle leases by the third party to franchisees, then City Licensee or SuperShuttle will derive revenue if you choose to lease from the third party lessor. Vehicles placed into service must also_ be modified in certain ways. For example, in order that you may receive communications from the City Licensee, your vehicle must have certain specialized data transmission equipment. You must deliver your vehicle to the City Licensee to install this equipment. The City Licensee will also apply decals with the "SuperShuttle" marks to your vehicle for a fee of $250.00, as disclosed in ltem 5. You may have to replace your vehicle if the airport at which you operate requires it. City Licensee requires that vehicles display certain signs, emblems, lettering and other materials, including, advertising material, which may include van back advertising and/or top signs, and promotional material. Because there is a risk that uncontrolled advertising and promotional activities may reflect materially and unfavorably on the BWI 2011 (10-yr) 20 12647298.13 operation and reputation of the SuperShuttle system, and unauthorized advertising and promotional material may be in violation of airport authority regulations, all such activities require the prior, written approval of City Licensee. An airport at which you operate or another regulatory authority may make changes in the type of vehicles it permits to operate. For example, there may be restrictions based on vehicle age or odometer reading. You may also have to replace your vehicle during the term of your Unit Franchise Agreement at your own expense if this occurs. You must only use business cards, invoices, order forms, receipts and other goods in your business that are approved by City Licensee. In order to maintain the SuperShuttle system and brand standards, to comply with applicable airport regulations and the proper function of the trip generating system it is necessary that the City Licensee control the physical and functional characteristics of any equipment used in furtherance of the system. Therefore, you may only use equipment, signs, uniforms and services that have been approved by the City Licensee and you may only purchase them from suppliers that have been approved by the City Licensee. In addition, the City Licensee may designate by brand name the equipment that you use in operating your vehicle. All of these specifications are included in the SuperShuttle Unit Franchise Operations Manual or in written communications to you and may change. Because City Licensee's right to operate at the airport is based on certain conditions and because the "SuperShuttle" name is associated with uniformity and quality of sen/ice to the public, when providing airport shuttle services, you must operate your vehicle using City Licensee's trip generating system, which incorporates SuperShuttle's national resen/ations system, for transporting customers and baggage. Though you may choose to purchase your own insurance for your vehicle, the airport at which you operate or another regulatory authority may require your vehicle to be insured under a master policy provided by City Licensee. If this is the case, you must obtain vehicle insurance coverage through the City Licensee. You reimburse City Licensee for its cost of obtaining the insurance which City Licensee estimates will range between $125.00 and $200.00 per week or 1/52"" of the annual premium, whichever is greater. lf City Licensee experiences an increase in insurance premiums that results in a higher weekly cost, your weekly vehicle insurance reimbursement to City Licensee will be adjusted accordingly. SuperShuttle determines the minimum levels of insurance coverage after taking into account the requirements of the airport authority and other regulatory authorities. As of the date this Disclosure Document was prepared, insurance coverage included automobile liability coverage. In order to fulfill airport requirements and brand standards, SuperShuttle operates a joint insurance program that protects all franchisees. The collective buying power of all franchisees is used to secure insurance policies and coverage amounts that meet government requirements and also provide Bwi 2011 (10-yr) 21 12647298.15 the franchise system and franchisees coverage for liabilities that can adversely affect operations of the franchise system and franchisees. Current automobile liability insurance limits are $5,000,000 and also include Owner Occupational Hazard Insurance. SuperShuttle reserves the right to increase or amend insurance coverage in the future. In the 12-month period ended December 31, 2010, City Licensee's revenues from providing insurance to franchisees were $633,828, or approximately 20.578% of City Licensee's total revenues of $3,080,087. The insurance carrier to which City Licensee remits these premiums has a reinsurance program with an affiliate of City Licensee and SuperShuttle. This affiliate may be Belgrave Insurance PCC Limited or Codeve Insurance Company Limited. The amount of revenues the affiliate received for the year ended December 31, 2010 on account of insurance payments by all of SuperShuttle's unit franchisees was $13,579,281 This amount was subject to claims and costs of operation which may or may not exceed the gross amount. The source of this revenue information is the financial records of SuperShuttle and its affiliates. If neitherthe airport at which you operate nor any regulatory authority requires that you be insured under a master policy provided by City Licensee, City Licensee will determine the amount and type of insurance coverage you must obtain from insurance companies that are approved by City Licensee. The issuer of any insurance policy must have a Certificate of Authority to transact insurance business in the State of Maryland or have a Best's rating of at least A and a Best's Financial Size Category of Class IV or better, according to the most current edition Best's Key Rating Guide. In the past SuperShuttle has negotiated purchase arrangements with suppliers (including price terms) for the benefit of its licensees, affiliate operations and their franchisees for the purchase of driver jackets, ties, uniform shirts and hats. Licensees obtain the jackets, uniform shirts and hats from the supplier. The supplier invoices licensees directly. SuperShuttle does not make a profit, or receive any payment from the supplier. City Licensee has not negotiated any purchase arrangements for your benefit. SuperShuttle and City Licensee may negotiate additional arrangements in the future. If SuperShuttle or City Licensee does so, there may be a handling charge that you will have to pay for the administration of any such arrangements. City Licensee will be the only supplier of the trip generating system and the specialized data transmission and vehicle equipment. It is also the only supplier of vehicle decals. Blue Van Leasing, Inc., an affiliate of City Licensee and SuperShuttle, offers vehicles for lease to franchisees. Blue Van Leasing's revenues from providing leased vehicles to franchisees January 1, 2010 through December 31, 2010 were The source of this revenue information is the financial records of Blue Van Leasing, Inc. No officer of City Licensee or SuperShuttle owns an interest in a supplier other than SuperShuttle or its affiliates. Bvvi 2011 (10-yr) 22 126472983 Except as provided above, neither City Licensee nor SuperShuttle has derived income based on the required purchases or leases. City Licensee does not provide material benefits (for example, renewal or granting additional franchises) to franchisees based on their use of designated or approved sources. City Licensee estimates that the required purchases and leases described in this Item will represent over 95% of your cost to establish and operate your business. ITEM 9. OBLIGATIONS This table lists your principal obligations under the franchise and other agreements. It will help you find more detailed information about your obligations in these agreements and in other items of this Disclosure Document. 0bl|gat|on Section in Agreement D|sc|0sure Document Item Site selection and Not applicable Not applicable acquisition/lease Pre opening purchases/ Section 2 of the Unit Franchise Items 7 and 8 leases Agreement Communication and Specialized Equipment Agreement Site development and Sections 2 and 5 of the Unit Items 6 7 and 11 other pre opening Franchise Agreement requirements Initial and on going Section 3A of the Unit Franchise Item 11 training Agreement Opening Not applicable Not applicable Fees Sections 1B 2B Items 5 and 6 5 7 13B(2)(h) and (1) 13B(4)(b) 14 and 15G ofthe Unit Franchise Agreement Section 6 1 of the Communication and Specialized Equipment Agreement Compliance with Section 3B of the Unit Franchise Items 8 and 11 standards and Agreement Section 2 of the p0||c|es/Operanng Communication and Specralized Manual Equipment Agreement Trademarks and Sections 6 and 10 of the Unit Items 13 and 14 proprietary information Franchise Agreement Restrictions on Sections 1 4A and 4F of the Unit Item 16 products/services offered Franchise Agreement Section 4 1 of the Communication and Specialized Equipment Agreement - Bwi 2011 (10-yr) 23 12647298.25 Obligation Warranty and customer service requirements Territorial development and sales quota Ongoing product/service purchases Maintenance appearance and remodeling requirements Insurance Advertising Indemnification Owner participation/ management/staffing Records and reports Transfer Renewal Post termination obligations Non competition covenants D|spute resolution Other Guarantee of franchisee obligations (Note 1) spousal consent (Note 2) Sect|on in Agreement Section 4B of the Unit Franchise Agreement Sect|ons 1B and 4C of the Unit Franch|se Agreement Sect|ons 2C 4F and 5 of the Unit Franch|se Agreement Sect|ons 2C and 4F of the Unit Franch|se Agreement Sect|on 5 of the Unit Franch|se Agreement Sect|on 8 of the Unit Franch|se Agreement Sect|on 14 of the Unit Franch|se Agreement Sect|on 4C of the Unit Agreement Sect|on 4G of the Unit Franch|se Agreement Franch|se Agreement Sect|on 3 6 of the Communication and Specialized Equipment Agreement Sect|on 13 of the Unit Franch|se Agreement Section 8 4 of the Communication and Specialized Equipment Agreement Sect|on 1C of the Unit Franch|se Agreement Sect|on 12 of the Unit Franchise Agreement Sect|on 4C of the Unit Franch|se Agreement Sect|on 15G of the Unit Franch|se Agreement Sect|on 8 6 of the Communication and Specialized Equipment Agreement Sect|ons 15S and 15U ofthe Unit Franch|se Agreement Exhibits and Dusclosure Document Item Not applicable Item 12 Item 8 Item 11 Items 6 Item 11 Item 6 Item 15 Item 6 Item 17 Item 17 Item 17 Item 17 Item 17 Item 22 7and8 s. Inspections and audits Sections 4G and 9 of the Unit BWI 2011 (10-yr) 126472983 24 Notes: 1. Each individual who owns an interest in a franchisee that is a corporation or other business entity (and that individual's spouse) must jointly and severally guarantee the performance of the franchisee, and must agree that any restriction applicable to the franchisee will also apply to them individually. 2. The franchisee's spouse (or the spouse of the franchisee's owner) must sign a spousal consent. The spousal consent states that the spouse has read and understands the Franchise Agreement and the Franchise Disclosure Document, and that he or she consents to the terms and conditions of the Franchise Agreement, including those concerning transfer, and that he or she consents to his or her spouse's signing the Franchise Agreement. ITEM 10. FINANCING As of the date this Franchise Disclosure Document was issued, SuperShuttle and City Licensee offer two types of financing to qualified franchisees. The first type of financing described below is for new franchisees. The second is for qualified transferees of existing franchisees who participate in the Franchise Resale Opportunity Program. Initial Financing for New Franchisees: SUMMARY OF FINANCING OFFERED Liability Loss of Item Source of Down Amount Interest Weekly Prepay Security Upon Legal Right Financed Financin - Pa ment Financed Term Rate Pa ment Penal Required Default on Default Initial Fee See below $2,500 $22,500 1 - 15% $99.92 Accelerated Termination (Note 1) 364 requirement of Franchise wks. to pay entire Agreement debt; Cost of collection Specialized See below $150 $1,350 1 -10 0% $135 Accelerated Termination Equip requirement of Franchise Decal. to pay entire Agreement Deposit debt; Cost of (Note 2) collection Vehicle See below $5,000 - 12 - Up to $25 - $750 Accelerated Repossession Lease $50,000 60 15% $250 requirement of vehicle (Note 3) mos. to pay entire debt; Cost of collection Notes: 1. If you meet certain credit standards, SuperShuttle or City Licensee may agree to finance a portion of the initial franchise fee. SuperShuttle or City Licensee will determine the term of the Ioan, which could range from 1 week to 364 weeks and you must pay interest on the principal balance of the loan calculated at the rate of 15% per annum or the highest legal interest rate, if lower. You would also sign BWI 2011 (10-yr) 25 12647298.13 the form of Note attached as Exhibit when you begin operations. In some cases SuperShuttle or City Licensee may consider financing the entire initial fee In addition, subject to the same conditions described above, City Licensee or SuperShuttle may agree to finance a portion of the $1,500.00 deposit that you pay for the specialized data transmission equipment and specialized vehicle equipment and decals that City Licensee lends to you using the Note in Exhibit which you sign when you begin operations. If SuperShuttle or City Licensee agrees to do so, you must make payments on a weekly basis by noon each Monday. SuperShuttle or City Licensee will determine the term of the loan, which could range from 1 week to 10 weeks. The loan would be interest free and you could prepay the loan at any time. ln some cases SuperShuttle or City Licensee may consider financing the entire deposit. Following is additional information about the financing described in Notes 1 and 2 above: No one other than the franchisee must personally guarantee these Notes. The Notes are not subject to offset or counterclaim. You must repay SuperShuttle or City Licensee for any costs of collection, including attorneys' fees. The Notes contain waivers of acceptance, notice of acceptance, notice of demand for payment or nonperformance, presentment, protest, notice of default and the right to assert any statute of limitations. The Notes also contain consents to extensions, renewals and modifications of the Notes, to any forbearance by the lender and the release, addition and substitution of a party liable under the Notes and to personal jurisdiction in Maryland and service of process authorized by Maryland law. You do not have to grant City Licensee any security interest under the Notes, although the Communication and Specialized Equipment Agreement requires you to grant City Licensee a security interest in your vehicle. Neither SuperShuttle nor City Licensee has any practice or present intent to sell, assign or discount the Notes to a third party. However, neither SuperShuttle nor City Licensee is restricted from doing so, and they do sell or assign the Notes, you may lose your defenses as a result. If you want to lease a SuperShuttle vehicle from City Licensee or an affiliate of City Licensee, and City Licensee or the affiliate agrees to do so, you must sign the Vehicle Lease Agreement attached as Exhibit M. You will pay a weekly vehicle lease fee, including interest at an APR of up to 15%, based on the value of the vehicle you lease as determined by City Licensee or the affiliate (including interest at an APR of up to Payments range from $25.00 to $250.00 per week depending on the type and age of the vehicle, over the term of the vehicle lease depending on the value of the vehicle and the length of the vehicle lease, which will range from 12 months to 60 months. At the end of the lease term, with the exception of an accessible vehicle, you may purchase the vehicle with the one-time payment set forth in the Vehicle Lease Agreement. Your shareholders, partners or members must guarantee your performance under the Vehicle Lease Agreement, and the vehicle lessor will retain ownership of the vehicle. lf you do not make a payment within 5 days of its due date, you must pay the lesser of Bwi 2011 (10-yr) 26 12647298.14 1.5% per month of the unpaid balance or $50.00, provided the amount payable will not exceed the highest legal interest rate. You may have to pay a security deposit that can be applied against any amount you owe to the vehicle lessor. lf it is applied, you must replenish it. lf you do not make a payment on time, the vehicle lessor can demand payment of all past due payments and repossess the vehicle and terminate your Franchise Agreement. The vehicle lessor can also recover its costs of collection, including court costs and attorney's fees. The vehicle lessor may assign the lease to a third party who may be immune under the law to claims or defenses you may have against the third party or the vehicle lessor City Licensee or SuperShuttle may make an arrangement with a third party to administer the third party's lease of vehicles to franchisees (see Items 6 and 8). Franchise Resale Opportunity Program Financing: SUMMARY OF FINANCING OFFERED Liability Loss of Legal Item Source of Down Amount Interest Weekly Prepay Security Upon Right on Financed Financin Pa ment Financed Term Rate Pa ment Penal Required Default Default Transfer See below $0 - $22,500 - 7 15% $99.92 - Accelerated Assignment of Purchase $2,500 $25,000 years $111.03 requirement Franchise Price to pay Agreement to (Note 1) entire debt; seller; Cost of Termination of collection. Franchise Guaranty Agreement by seller Notes: . 1. lf a franchisee participates in the Franchise Resale Opportunity Program described in Item 1, SuperShuttle or City Licensee will finance the transferee's purchase price, up to the then-current initial franchise fee charged by City Licensee. The term of the loan will be for 7 years and the transferee must pay interest on the principal balance of the loan at the rate of 15% per annum or the highest legal rate, if lower. The transferee will also sign the form of Note attached as Exhibit K. The down payment will be applied first against any amount owed by the selling franchisee to City Licensee with the balance, if any, to the selling franchisee. The transferee will make weekly payments, which will include principal and interest, to City Licensee. The weekly payments will be allocated as follows: payment of a management fee to City Licensee (see Item payment of interest on the purchase price amount financed; and, payment of any amounts still owning by the selling franchisee to City Licensee; the balance to the selling franchisee. lf the transferee is delinquent on any other amounts owed to City Licensee under the Unit Franchise Agreement, City Licensee may allocate all or a portion of the weekly payments to the delinquent amounts before paying the selling franchisee. lf the transferee defaults on the BWI 2011 (10-yr) 27 126472983 Note or the franchise, City Licensee shall notify the selling franchisee who shall have the option within 60 days of notice to enter into a franchise agreement with City Licensee that incorporates the terms and conditions of selling franchisee's original franchise, and resume operating the franchise business. If the selling franchisee still owes City Licensee any amounts under the original franchise, the selling franchisee must repay those amounts, minus any payments applied against them during the transferee's ownership. The Note is not subject to offset or counterclaim. The transferee must repay SuperShuttle or City Licensee for any costs of collection, including attorney's fees. The Note contains a waiver of acceptance, notice of acceptance, notice of demand for payment or nonperformance, presentment, protest, notice of default and the right to assert any statute of limitations. The Note also contains consents to extensions, renewals and modifications of the Note, to any forbearance by the lender and the release, addition and substitution of any party liable under the Note and to personal jurisdiction in Baltimore, Maryland and service of process authorized by Maryland law. The transferee does not have to grant SuperShuttle or City Licensee any security interest under the Note, although the Communication and Specialized Equipment Agreement requires a franchisee to grant City Licensee a security interest in your vehicle. Neither SuperShuttle nor City Licensee has any practice or present intent to sell, assign or discount the Note to a third party. However, neither SuperShuttle nor City Licensee is restricted from doing so, and if they do sell or assign the Note, the transferee and selling franchisee may lose their defenses as a result. Except as disclosed above, neither the City Licensee nor SuperShuttle offers direct or indirect financing. Neither City Licensee nor SuperShuttle guarantees your note, lease or obligation. ITEM 11. ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING Except as listed below, SuperShuttle and City Licensee are not required to provide you with any assistance. Before you begin operations, the City Licensee will: (1) Install in your vehicle specialized data transmission and specialized vehicle equipment that is necessary in order for you to receive information and communications from the City Licensee concerning customers and to use City Licensee's trip generating system; you must pay a deposit for this equipment and grant City Licensee a security interest in your van (Section 2B of the Unit Franchise Agreement; Sections and 6.1 of the Communication and Specialized Equipment Agreement). BWI 2011 (10-yr) 28 12647298.13 (2) Apply the decals with the "SuperShuttle" trademarks to your vehicle; you must pay a deposit for these decals and you must pay a fee for the application and removal of these decals unless you lease your vehicle from City Licensee or its affiliate (Section 2B of the Unit Franchise Agreement, Sections 1 and 6.1 of the Communication and Specialized Equipment Agreement). (3) Lend you copy of a manual containing specifications, standards and operating procedures for the SuperShuttle system (Section 3B of the Unit Franchise Agreement). The table of contents of the Operations Manual as of City Licensee's most recent fiscal year end is Exhibit to this Disclosure Document. (4) Provide you with an initial training program for you and any other person who is authorized to operate your vehicle (Section 3A of the Unit Franchise Agreement). (5) lf required by the airport(s) you service or by another regulatory agency, City Licensee will provide you with vehicle insurance coverage in amounts that City Licensee determines (which will be at least the amount required by statute and by the airport or regulatory agency) and for which you must reimburse City Licensee (Section 5 of the Unit Franchise Agreement). (6) City Licensee or an affiliate may offer to lease a vehicle to you meeting City Licensee's specifications (Section 2A of the Unit Franchise Agreement; Exhibit D). City Licensee anticipates that you will begin operations approximately 5 to 21 days after signing the Unit Franchise Agreement. The factors that affect this time are whether or not you already have the necessary operating authority from the airport and governmental agencies which regulate you, whether or not you have completed the training program, and whether you already have a vehicle that meets City Licensee's specifications. During the operation of your business, City Licensee will: 1 (1) Operate the trip generating system, which incorporates information received from SuperShuttle's national reservations system and transmits assignments to transport customers and baggage to you (Section 4F of the Unit Franchise Agreement). (2) Perform cashiering operations for all customer payments made by credit card and direct bill accounts (Section 4F of the Unit Franchise Agreement). (3) Defend you against any claim of infringement on account of your proper use of SuperShuttle's trademarks (Section 10A of the Unit Franchise Agreement). (4) Provide additional training programs and support services as City Licensee deems appropriate if a new service or method of operation is introduced in the SuperShuttle system (Section of the Unit Franchise Agreement). Bwi 2011 (10-yr) 29 126472983 (5) City Licensee may inspect your vehicle and request copies of all of your business records (Section 9 of the Unit Franchise Agreement). (6) City Licensee may audit your business records (Sections 2C and 4G of the Unit Franchise Agreement). (7) Remove communication equipment, decals and signs from your vehicle upon termination or expiration of the Unit Franchise Agreement (Section 12B of the Unit Franchise Agreement). Advertising The City Licensee does not administer an advertising fund, and does not require you to contribute any amounts for advertising. City Licensee and SuperShuttle may advertise and conduct promotional activities. You may not advertise or conduct promotional activities without the City Licensee's written consent. This includes posting advertising materials on your vehicle, which may include van back advertising or top sign installation and advertising. City Licensee may occasionally sell van back advertising and/or top sign advertising to other companies. City Licensee may offer you the right to participate in this advertising, and if you do participate, will share the revenue with you in an amount to be negotiated. City Licensee is not restricted as to which franchisees it offers participation. As an essential element of its marketing strategy, in order to attract group and business travelers, SuperShuttle and City Licensee may also negotiate special group rates and discounts and issue vouchers and coupons. The increased revenue from this strategy will benefit the SuperShuttle system, and you must accept them and can then submit them to City Licensee for redemption. City Licensee does not have an advertising council composed of franchisees that advise on advertising policies. There is no requirement that franchisees participate in local or regional advertising cooperatives. SuperShuttle has developed a proprietary central reservations system. This system includes proprietary software that SuperShuttle owns and licenses to City Licensee. The national central reservation system works as follows, ln general, when a customer calls the national SuperShuttle "800" number, the system will route the reservation to the licensee or SuperShuttle affiliate that operates in the area where the customer is located. City Licensee assigns reservations and calls it receives from SuperShuttle's reservations systems on an automated basis through City Licensee's trip generating system. ln general, City Licensee will offer the reservation to available franchisees using the trip generating system. Other than described above, City Licensee does not require that franchisees buy or use electronic cash registers or computer systems. 2011 (10-yr) 30 126472983 Training . TRAINING PROGRAM Subject Hours of Hours of Location Class- on the Job room Training Training SuperShuttle history; policies and 4 Baltimore procedures; required operating . permits Fares; passenger receipts; 4 Baltimore tripsheets, cashiering program Safety; radio protocol and 8 Baltimore procedures, and proprietary system usage Accessible service, securement 4 Baltimore systems, customer service (Note 1) Defensive Driving Course; accident 8 Baltimore and emergency procedures (Note 1) Customer Service Skills 4 Baltimore Airport and holding area procedures 2 Baltimore Note: 1. City Licensee may waive all or part of these requirements if you have sufficient experience or obtain satisfactory training from a third party, and have a satisfactory driving record. For example, in lieu of obtaining accessible training or defensive driving training, you may attend any certified and accredited third party training program for these subjects at your expense. If you do so, you must provide City Licensee with an original copy of a certificate certifying that you have attended and successfully completed this training. City Licensee requires the franchisee's owner and each driver of a franchisee to be a qualified driver who meets the requirements of applicable law and who attends and completes the training program(s) to our satisfaction. City Licensee will conduct the initial training program within 2 weeks after you sign the Unit Franchise Agreement and training will be held at the City Licensee's operation facility or another location identified by the City Licensee. City Licensee does not charge the franchise owner for training, but the franchise owner must pay for training for anyone other than one person. The franchise owner must also pay travel and living expenses for all of its personnel who attend training. The instructional materials City Licensee uses in initial training include handouts, videos, DVDs, airport rules and regulations, company passenger receipt forms, trip sheet forms and computer screens. City Licensee's training manager is Deisha Terry. Ms. Terry has sen/ed as City Licensee's training and safety manager since February 2011. Prior to this, Ms. Terry BWI 2011 (10-yr) 31 126472983 served as City Licensee's airport operations manager. The Defensive Driving course is provided to franchisees and associate drivers through an on-line training program offered by the National Safety Council. Mr. Mike Walker of City Licensee's affiliate Washington Shuttle, Inc. who is also certified by the National Safety Council as a Defensive Driving course instructor occasionally conducts City Licensee's Defensive Driving Course. ln addition, l\/lr. Paul Elliott, City Licensee's general manager, will also be involved in the training program. Nlr. Elliott has been general manager of City Licensee since October 1999. The training program is mandatory for all new franchisees and anyone else who is authorized to operate your vehicle. You must complete the training program to City Licensee's satisfaction. City Licensee may also require you and anyone else who is authorized to operate your vehicle to attend additional training programs if a new service or method of operation is introduced in the SuperShuttle system or if City Licensee requires additional training in accessible sen/ice or if City Licensee is required by a regulatory authority to provide additional training or on-going subsequent training. You may be required to pay a fee for these programs as well as travel and living expenses (Section 3A of the Unit Franchise Agreement). ITEM 12. TERRITORY You will not receive an exclusive territory. You may face competition from other franchisees, from outlets that we own, or from other channels of distribution or competitive brands that we control. You will receive the non-exclusive right to provide transportation to and from Baltimore- Washington International Airport, on the one hand, and the Baltimore, Maryland and Washington, D.C. metropolitan areas and northern Virginia for service of inbound and outbound passengers to and from the Baltimore-Washington International Airport, on the other hand. You will transport departing passengers to the airport(s) from a specific geographic area surrounding the airport(s) and you will transport arriving passengers from the airport(s) to that area. This is the area in which SuperShuttle granted City Licensee the right to operate. SuperShuttle determined the geographic area based on its assessment of airport traffic and demographics and, generally, by county boundaries surrounding the airport. There will be other drivers operating SuperShuttle vans in the area in which you operate. These drivers may include franchisees of City Licensee and other licensees of SuperShuttle. ln addition, you can conduct occasional charter operations originating in the geographic area described above. Charter operations are incidental scheduled transportation between locations other than airports and do not involve the use of City Licensee's trip Bwi 2011 (10-yr) 32 generating system. Charter operations also include non-shared transportation within your area. To conduct charter operations you must: comply with the tariff filed by the City Licensee and approved by regulatory authorities, if applicable, maintain invoices, bills and records of the charters in compliance with regulatory authority requirements, if applicable, when operating during your franchise hours, provide the City Licensee with a minimum 2 hour advance notice, and obsen/e a 2 hour charter minimum, include all revenues from charter operations in gross revenues for the calculation of license and other fees, and when requested, make your trip sheets, charter invoices or bills available to City Licensee. Other drivers operating SuperShuttle vans may also conduct occasional charter services, which may have destinations within your geographic area. lf additional airports or other transportation centers open in your geographic area or if there are changes in airport or air traffic boundaries or in any law that affects the operation of your business, there may be changes to the boundaries of the geographic area in which you operate your van. The Unit Franchise Agreement does not otherwise provide for any other circumstances under which the boundaries of the geographic area in which you operate your van will change. You do not receive any options, rights of first refusal or similar rights to acquire additional franchises. You may demonstrate to us that your business is capable of expansion, in which case you may be able to enter into another franchise agreement with us. The rights that City Licensee grants to you to operate transportation services do not include executive sedan sen/ices or ordinary taxi services that are not operated as SuperShuttle shuttle services. SuperShuttle and its affiliates have the right to operate this type of business in your area, and an affiliate of SuperShuttle currently operates a taxi sen/ice in the Southern California area under a different name. Some of SuperShuttle's affiliates also operate and may franchise executive sedan transportation services under the name "ExecuCar". In April 2001 International acquired the ownership of SFO Airporter, lnc. SFO Airporter operates contract and charter transportation services in the greater San Francisco area utilizing mini-coach and coach buses under the name "Compass Transportation" and has done so since January 1997. It does not operate shared-ride shuttle sen/ices. In May 2008 International acquired the ownership of Golden Touch Transportation of NY, lnc. Golden Touch operates and franchises the operation of specific transportation services to and from airports in the metropolitan New York area utilizing coach buses, vans, sport utility vehicles and sedans under the name "Golden Touch" and has done so since 1992. It does not operate shared-ride shuttle sen/ices. ln December 2008, Super Taxi, Inc., an affiliate of City Licensee and SuperShuttle, acquired ownership of YC Holding, Inc., a company that has provided certain transportation services utilizing coach buses, vans, sport utility vehicles and sedans in 2011 (10-yr) 33 the Pittsburgh area under the names of "Embassy Coach", "Airport Employee Shuttle" and "Contract Shuttle" since 1990. Veolia and its affiliates offer transportation services under other names including different types of bus fleets, the "EasyBus" reservation-based transit sen/ice, paratransit sen/ices, taxis and limousines, rail services, custom transit services such as university and school transportation and downtown circulators and brokerage and call center management services. They may offer these sen/ices in the area in which you operate. ITEM 13. TRADEMARKS City Licensee grants you the right to operate shared ride shuttle services and certain charter operations under the name "SuperShuttIe". You must also use other trademarks, which City Licensee prescribes to identify your business and its services. By trademark, City Licensee means tradenames, trademarks, service marks and logos used to identify your business and its sen/ices. You must follow the rules City Licensee enforces on SuperShuttle's behalf when you use these trademarks. You cannot use the "SuperShuttle" name or mark as part of a partnership or corporate name or with modifying words, designs or symbols. You may not use SuperShuttle's trademarks in a manner not authorized by City Licensee in writing. In particular, you may not affix the trademarks to any vehicle that is not a part of your "SuperShuttle" business. City Licensee received the right to use these trademarks and to license their use to you under an agreement with SuperShuttle. Unless terminated, the agreement continues indefinitely, and the agreement may not be modified without both parties' consent. lf the agreement is terminated for any reason, it provides that SuperShuttle will continue to honor the rights City Licensee granted to you. SuperShuttle has the right to use these trademarks and to license their use to City Licensee under an agreement with International. That agreement continues unless terminated, and the agreement may not be modified without both parties' consent. International may terminate the agreement if SuperShuttle violates its terms. If the agreement is terminated for any reason, it provides that International will continue to honor the rights SuperShuttle granted to City Licensee. No other agreements limit City Licensee's or SuperShuttle's right to use or license the use of its trademarks. Following is a chan that presents registration information on SuperShuttle's primary trademarks, all of which are registered on the principal register of the U.S. Patent and Trademark Office: BWI 2011 (10-yr) 34 12647298.15 Registration Number Description of Mark Registration Date Renewal Date 1,422,276 SuperShuttle December 23, 1986 May 3, 2007 Van with Blue 1,629,477 Yellow C0|0f C0mb0 December 25, 1990 June 29, 2001 Van with Blue 1,629,481 Yellow Com Combo December 25, 1990 June 29, 2001 2,133,050 SuperCab January 27, 1998 February 15, 2008 2,133,049 SuperSedan January 27, 1998 February 15, 2008 2,133,047 SuperTaxi January 27, 1998 February 5, 2008 2,367,614 3 July 18, 2000 september 20, 200s There are no other currently effective material determinations of the U.S. Patent and Trademark Office, Trademark Trial and Appeal Board, the trademark administrator of this state or any court, or any pending infringement action, opposition or cancellation proceeding or any other pending material litigation involving the principal trademarks. International has filed all required affidavits for these marks. Registrations of the marks have been renewed on the dates specified in the chart. You must notify City Licensee immediately when you learn about an infringement of or challenge to your use of its trademarks. City Licensee or SuperShuttle will defend you against a claim concerning your use of SuperShuttle's trademarks if you are using them as required under the Unit Franchise Agreement and if you cooperate in the defense of the claim. You do not have the right to settle a claim without City Licensee's or SuperShuttle's consent. City Licensee or SuperShuttle will take the action they believe appropriate if a third party is infringing on SuperShuttle's trademarks. You must modify or discontinue the use of a trademark if SuperShuttle decides to do so. Neither SuperShuttle nor City Licensee will reimburse you for your costs of compliance changing signs). You must not contest SuperShuttle's or lnternational's right to their trademarks, trade secrets or business techniques or City Licensee's right to use them. In the past, international has enforced its trademark rights against various companies who were using the SUPERSHUTTLE name and/or the blue and yellow color scheme. These include entities operating in Sacramento, California, Seattle, Washington, Denver, Colorado, Atlanta, Georgia, Minneapolis, Minnesota, Las Vegas, Nevada, Maui, Hawaii, Portland, Oregon, St. George, Utah, Newark, New Jersey, Monterey, California, Orlando, Florida, Warrensburg, New York, Houston, Texas, Nogales, Arizona, Little Rock, Arkansas, Bohemia, New York, Cleveland, Ohio and in Vancouver, Canada. BWI 2011 (10-yr) 35 12647298.13 SuperShuttle believes that all of these entities are either out of business or have stopped using infringing marks. Currently, International is pursuing entities operating in Honolulu, Hawaii, in Columbus, Ohio, in Orlando, Florida, in Sacramento, California and in Tucson, Arizona. International has given these companies written notice that their use of the SUPERSHUTFLE trademark and/or blue and yellow color scheme to provide airport transportation sen/ices infringes lnternational's trademarks and has requested that they immediately cease all use of the infringing marks. Neither SuperShuttle nor City Licensee knows of any other infringing uses, which could materially affect your use of the trademarks. You must abide by SuperShuttle's on-line policy which is subject to change periodically. You are not permitted to have an individual franchisee website. City Licensee has the right to review all on-line content on social media sites, blogs, in electronic communications and on other on-line sites on which SuperShuttle's trademarks are used to protect the reputation and high quality associated with its trademarks. You may not establish an account or participate in any social networking sites (including Facebook, MySpace, Twitter, YouTube or another other social or professional networking blog) in any manner involving the mention of or reference to the franchise, SuperShuttle or the SuperShuttle system without City Licensee's prior written consent. You may not contact, link to, follow or friend other franchisees or employees or representatives of City Licensee or SuperShuttle if it would be a violation of City Licensee's policy to do so. City Licensee may require you to remove any usage or content involving SuperShuttle's trademarks. City Licensee may also require you to cease using SuperShuttle's trademarks at all such sites. Your failure to comply with SuperShuttle's on-line policy is a serious breach of the Unit Franchise Agreement and may result in termination. ITEM 14. I PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION Neither SuperShuttle nor City Licensee own any rights in any patents that are material to the franchised business, and there are no pending patent applications that are material to the franchised business. You do not receive the right to use an item currently covered by a patent, but you do receive the right to use certain of SuperShuttle's trade secrets. SuperShuttle does claim copyrights in the Manual, certain artistic designs and word combinations and its advertising and marketing materials. Although SuperShuttle has not filed applications to register its copyrights for the Manual and certain artistic designs and word combinations or its advertising and marketing materials, these items are protected by copyright and the information contained in them is proprietary. I If there are changes made to the Manual, you must comply with them at your cost. BWI 2011 (10-yr) 36 126472983 SuperShuttle's right to use or license these copyrighted items is not limited by any agreement or known infringing use. Other types of trade secrets and proprietary information which City Licensee may disclose to you include training, operating and policy directories, sales promotion aids, maintenance schedules, accounting, inventory and cashiering procedures and systems and trip generating procedures and systems, and related software and documentation, marketing reports and informational bulletins. ITEM 15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS A principal of the franchisee must be the primary operator of your SuperShuttle vehicle. lf a franchisee wishes to designate additional drivers or if a franchisee is party to multiple Unit Franchise Agreements with City Licensee, the franchisee may designate additional drivers for its vehicles. However, any additional driver must be your member, shareholder, partner or employee, and must have completed the initial training program to City Licensee's_satisfaction. Any additional driver must also meet the City Licensee's other criteria for drivers, including background checks. You do not have the right to subfranchise. ITEM 16. RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL City Licensee requires you to offer only the authorized transportation services. These services currently are demand responsive and scheduled shuttle services. They may also include occasional charter services and exclusive non-shared transportation. Authorized transportation services do not include executive sedan services or ordinary taxi sen/ices. You determine the hours during which you operate in accordance with your Unit Franchise Agreement and the scheduled hours you designate for your franchise. The scheduled hours you designate will either be: an unrestricted 24-hour period franchise beginning and ending at 12:00 noon each day; or an AM Franchise operating from 1:00 a.m. to 3:00 p.m. or a PM Franchise operating from 11:00 a.m. to 1:00 a.m. (see Item 1). Each week you will set a schedule for operating your vehicle using City Licensee's trip generating system and submit it to City Licensee. These are the hours that you have committed to City Licensee that you will operate your vehicle and participate in the SuperShuttle trip generating system. Generally the decision to accept or pass on an assignment is a matter left to you. ln unusual circumstances your van is the closest van within 30 minutes of a pick-up location), it may become necessary for the trip generating system operator to assign a fare to your vehicle. Should you or your operator, decline the assignment while you are on the trip generating system (that is, during your scheduled hours without having given the appropriate two-hour notice that the vehicle will be out of service), you may be required to pay an inducement to the franchisee who does accept the fare (see Item 6). BWI 2011 (10-yr) 37 12647298.13 lf you wish to do so, City Licensee, at its sole discretion, may also permit you to operate your vehicle using City Licensee's trip generating system during hours other than those described above if necessary to meet demand. You may also conduct occasional charter operations including exclusive non-shared transportation if you notify City Licensee in advance. These operations do not involve using the City Licensee's trip generating system. However, you must comply with the tariff approved by regulatory authorities. You must also obsen/e a two-hour minimum requirement and submit trip sheets and pay license and other fees for any revenues you receive. SuperShuttle and City Licensee have the right to add additional authorized services as part of the transportation system. The Franchise Agreement specifically authorizes them to do so and there is no limit on their right cannot concur in this authorization, you should not become a franchisee. There are some restrictions on your right to provide service to customers (see Item 12). Regulatory authorities may also impose restrictions on your right to provide transportation services and the tariffs that SuperShuttle drivers charge. You can obtain a copy of the current tariff from City Licensee upon request. You are not permitted to have a website. City Licensee may, however, require you to establish a website, subdomain or an electronic mail address that meets its requirements, and City Licensee may require you to establish a link to the SuperShuttle website. You may not establish an account or participate in any social networking sites (including, without limitation, Facebook, MySpace, Twitter or any other social or professional networking blog) or mention or discuss the franchise, SuperShuttle, City Licensee or any of their affiliates, without City Licensee's prior written consent. . ITEM 17. RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP This table lists certain important provisions of the franchise and related agreements. You should read these provisions in the agreements attached to this Disclosure Document. Section in Unit Franchise or Other Provision Agreement Summary a. Length of the franchise Section 'lA 10 years' or the remainder of the term term of City Licensee's agreement with the airport, if shorter. The initial term of the City Licensee's BWI 2011 (10-yr) 38 12647298.11 Provision b. Renewal or extension of the term C. Requirements for franchisee to renew or extend d. Termination by franchisee e. Termination by franchisor without cause BWI 2011 (io-yr) 126472983 Section in Unit Franchise or Other Agreement Section 1D Section 1D Not applicable Section 1A 39 agreement with the airport authority expires on September 31, 2014. If City Licensee's agreement with the airport authority expires or is terminated, and is not extended or renewed, your agreement may also terminate. 2 additional periods of 5 years, subject to your meeting certain requirements. Sign new Unit Franchise Agreement which may contain materially different terms and conditions than your original Unit Franchise Agreement including the requirement to pay renewal fee and increased fees; have been and be in full compliance with Unit Franchise Agreement and other agreements with the City Licensee, including paying to City Licensee any monies owed by you to City Licensee; your vehicle must meet the City Licensee's then-current requirements; pay City Licensee's costs to renew you including legal fees for the preparation of documents; sign the general release of City Licensee (see Exhibit L), SuperShuttIe and related parties and deliver minimum advance notice to Giity Licensee. You may be asked to sign an agreement with materially different terms and conditions than your original contract. See above. Provision f. Termination by franchisor with cause g. "Cause" defined - curable defaults h. "Cause" defined - non curable defaults BWI 2011 (10-yr) 12647298.13 Section in Unit Franchise or Other Agreement Section 1 1 Section 1 1 Section 11A 40 Summary 1 City Licensee can terminate if you default or if certain events occur (see and You have 3 days to cure nonpayment, 3 days to cure noncompliance with federal, state or local law (including noncompliance with regulations concerning the use of 2-way radio equipment) and up to 3 days to cure other types of noncompliance; if cure is not possible in 3 days then you may have upto 10 days to cure. Noncurable defaults: bankruptcy; your material misrepresentation or omission in application or in any report to City Licensee; felony conviction or no contest plea; conduct that reflects unfavorably on City Licensee, SuperShuttle or the system; unauthorized transfer; termination of another agreement with City Licensee or its affiliate for your breach; unauthorized use of trademarks or secrets or proprietary information; failure to pay fees on 3 or more occasions; failure to comply with one or more of the Agreement obligations on 3 or more occasions; seizure of your vehicle by a government official, creditor, lienholder or lessor; suspension, termination or interruption of license, permit or certificate to operate your vehicle; excessive number of citations or other notices or traffic violations or excessive number of accidents; involvement in an at fault accident resulting in serious property damage and/or bodily injury; excessive number of complaints from airport representatives or customers, or from a federal, state or local regulatory agency; under- Section in Unit Franchise or Other Provision Agreement i. Franchisee's obligations Section 12 on termination/nonrenewal Bw: 2011 (10-yr)l 41 126472933 Summary reporting of revenues or an audit reveals under-reporting; non- compliance with the tariff approved by regulatory authorities; falsification of trip sheets, credit card receipts, training records or driving records; violation of the Americans with Disabilities Act or City Licensee's accessibility policy; violation ofthe City Licensee's policy against workplace violence or its policy against harassment and discrimination; positive drug test or repossession or abandonment of your vehicle; abandonment of your franchise; you utilize drivers who do not meet City Licensee's requirements; your employment by or interest in a competitorfraudulent manner including bribing, threatening, coercing, or joining forces with, an employee or agent of the City Licensee, other franchisees or any hotel or airport, for the purpose of obtaining business at the expense of City Licensee's other franchisees; you violate City Licensee's on-line social media policy; you become a specially designated national or blocked person. Pay all amounts due (City Licensee may apply any monies held as security deposit by City Licensee to offset any money due by you); discontinue use of trademarks, trade secrets and trade dress; make your vehicle available to City Licensee to remove the communication and vehicle equipment and all decals and signs; return all marketing materials, confidential materials and other materials containing the trademarks or related to a SuperShuttle van; return all trade Provision j. Assignment of contract by franchisor k. "Transfer" by -franchisee denned I. Franchisor approval of transfer by franchisee m. Conditions for franchisor approval of transfer BWI 2011 (10-yr) 126472983 Section in Unit Franchise or Other Agreement Section 13A Section Section 13B Section 42 Summary dress items; cancel all assumed name registrations for the trademarks; comply with any other requirements in the Manual; modify your vehicle (including repainting) so that it does not indicate a connection with City Licensee or SuperShutt|e. No restrictions on City Licensee's right to assign except as are imposed in agreement between City Licensee and SuperShuttle Includes voluntary, involuntary, direct or indirect assignment, sale, division, encumbrance, hypothecation, mortgage, pledge or other transfer of interest in the Unit Franchise Agreement or ownership of the franchisee, if an entity You may not transfer the Unit Franchise Agreement without City Licensee's consent and without meeting certain conditions Conditions include: you must be in good standing, transferee must qualify, you must sign general release (Exhibit L), transferee must have all necessary licenses, transferee must sign then-current agreement, transferee must assume obligations in writing, owners of transferee must guarantee, you must pay a transfer fee equal to $1,000 or 10% of the sale price, whichever is less, to City Licensee and you must reimburse City Licensee for its expenses; transferee cannot be a specially designated national or blocked person. You may participate in the Franchise Resale Opportunity Program if you qualify Provision Franchisor's right of first refusal to acquire franchisee's business Franchisor's option to purchase franchisee's business Death or disability of franchisee Non-com petition covenants during the term of the franchise Non-competition covenants after the franchise is terminated or expires Modification of the agreement Integration/merger clause BWI 2011 (10-yr) 126472983 Section in Unit Franchise or Other Agreement Section Not applicable Section Section 4C Not applicable Section 15lVl Section 'l5lVl 43 and desire to do so, or you may transfer your franchise under City Licensee's standard conditions. City Licensee can match any offer for your business. City Licensee will consent to a transfer to your executor or other representative and to your heir upon satisfaction of the following conditions: successor must qualify; you must be in good standing; a fee of $500 is paid to City Licensee; successor must demonstrate he or she is legally entitled to your rights and successor obtains consents required from authorities. You agree not to engage in a business or activity that will conflict with your obligations under the Unit Franchise Agreement. No modifications generally unless signed by both parties, but Manual subject to change. Only the terms of the Agreement are binding (subject to state law). Any other promises may not be enforceable. Nothing in the Unit Franchise Agreement is intended to disclaim anything contained in this Disclosure Document. Section in Unit Franchise or Other Provision Agreement Summagy u_ Dispute resolution by Section 15G Except for certain claims, all arbitration or mediation disputes must be arbitrated v. Choice of forum Section 156 Arbitration must be in Baltimore, Maryland w. Choice of law Section 15N Delaware law applies ITEM 18. PUBLIC FIGURES Neither SupefShuttle nor City Licensee uses any public figure to promote its franchise. ITEM 19. FINANCIAL PERFORMANCE REPRESENTATIONS The FTC's Franchise Rule permits a franchisor to provide information about the actual or potential financial performance of its franchised and/or franchisor-owned outlets, if there is a reasonable basis for the information, and if the information is included in the Disclosure Document. Financial performance information that differs from that included in Item 19 may be given only if: (1) a franchisor provides the actual records of an existing outlet you are considering buying; or (2) a franchisor supplements the information provided in this Item 19, for example, by providing information about possible performance at a particular location or under particular circumstances. The financial data presents historic financial performance information and is based on sample experiences of franchised drivers and other non-franchised drivers in the SuperShuttle system and does not necessarily apply to you. Many factors, such as changes in the economy and fuel costs, can have an effect on your actual results. The figures set forth below do not reflect the cost of sales or operating expenses that must be deducted from the gross revenue or gross sales figures to obtain your net income or profit. The best source of cost and expense data may be from franchisees and former franchisees, some of whom are listed in Exhibit F. 1 The following chart sets forth ranges of average daily gross revenues per shift for franchisee drivers of City Licensee during the 12-month period from January 1, 2010 to December 31, 2010. Most franchisees worked for an average of 8 hours or more per shift. This information is included for full-time drivers only. Full-time drivers are those who worked for an average of 8 hours or more per shift. Shifts for drivers operating under 14-hour franchises may last up to 14 hours. Shifts for drivers operating under 24- hour franchises may last up to the limits imposed by the Department of Transportation in the state in which the driver is operating. BWI 2011 (10-yr) 44 12647298.23 The total number of shifts driven by all franchisees of City Licensee during this period The sources of the information in the charts for gross revenues, gross revenue per driver and total shifts are the trip sheets that drivers complete and the SuperShuttle cashiering program that stores the information. A trip sheet, which may be required by the airport authority or another regulating authority, is completed by each driver for each shift and includes the name of each passenger, the number of persons in each passenger's party and the fares charged. Drivers, at the conclusion of each shift, enter the information into the SuperShuttle cashiering program. City Licensee has access to the information input by franchisees in this cashiering program. City Licensee does not control when a franchisee logs on to the dispatch system and depends on franchisees to report information on shifts when completing trip sheets. Associate drivers do not report directly to City Licensee. City Licensee uses this information, among other things, to verify franchisees' calculation of license fees. January 1, 2010 to December 31, 2010 - Franchisee Drivers As of December 31, 2010, City Licensee had 85 franchisee drivers. Information about franchisees in both the one-year and ten-year programs is included in the chart. Franchisees' total reported gross revenues for this period were $10,671,829.47. This includes both revenues from 8-hour shifts and revenue from shorter shifts. was 25,029. Average Gross Revenue Per Shift Range of Gross Revenues $0 - $199 $200 - $249 $250 - $299 $300 - $349 $350 and over per 8 Hour Shift (Note 1) - Numbers of drivers in 1 97 category (Note 2) Total Annual Gross Revenues for all drivers in $4,662.59 $221,319.56 $694,235.04 $9,584,350.52 category (Note 3) Average 8 hour shift revenue per driver (Note $202.72 $278.39 $339.31 $449.36 4) Number of Shifts in category (8 hours or 23 795 2,046 21,329 more) Average annual number shifts per driver (Note 5) BWI 2011 (10-yr) 12647298.13 45 4 Average Gross Revenue Per Shift Percent of total annual gross revenues for shifts 0% 0.04% 2.07% 6.51% 89.81% in category (Note 6) Notes: 1. The ranges of gross revenues listed reflect revenues per shift for each shift. information is included for all franchisees. l\/lost franchisees worked for an average of 8 hours or more per shift. 2. Each franchisee driver of City Licensee is only listed in one column. The listing was determined by dividing the aggregate gross revenues for the driver by the driver's total number of shifts. The total number of drivers listed exceeds the City Licensee's total number of franchisees as of the end of City Licensee's fiscal year. That is because the numbers in the chart include drivers who became franchisees during the time period indicated and those who left the system during the period. 3. This is the total of the gross revenues for the 12-month period from all of the franchisees in a category. 4. This is the average daily revenue for each franchisee driver in a category. It was determined by dividing the total gross revenues per category by the total number of shifts per category. 5. This is the result of dividing the total number of shifts in a category by the total number of drivers in that category. The total number of franchisee drivers includes all drivers who were franchisees for any portion of the 12 month period. 6. This reflects the percentage of all gross revenues from all shifts that the gross revenues in a category represent. The chart includes different ranges of revenue per shift. Revenue ranges vary from driver to driver. Revenue also varies depending upon the amount of revenue reported, the number of hours worked by a driver and airport conditions. Revenue per shift varies seasonally and will fluctuate throughout the year. Some franchisees have earned these amounts. Your individual financial results may differ. There is no assurance that you will earn as much. Written substantiation for this financial performance representation is available to you upon reasonable request. Many factors exist that may cause you to achieve different results than the revenues illustrated here. Your revenues and expenses could differ from due to several factors Bwi 2011 (10-yr) 46 1264729113 such as the tariff in effect for City Licensee (a copy is available to you upon request), the number of shifts you operate your vehicle, the length of the shifts during which you operate your vehicle, the extent to which you exceed City Licensee's specifications and standards, the age of your vehicle and other factors. ln addition, the figures presented here exclude all overhead costs such as legal and professional fees. The estimated revenues shown are pre-tax numbers. The analysis does not include any estimates of federal, state or local taxes that you may be required to pay. You are strongly urged to consult with your tax advisor regarding the impact these taxes could have on the figures presented here. See Items 6 and 7 for information on fees and expenses. zo. ouT|.ETs AND INFORMATION The following information relates to City Licensee and its franchisees. City Licensee's fiscal year end is December 31. Systemwide Driver Summary For Years 2008 to 2010 Column 1 Column 2 Column 3 Column 4 Column 5 of the Year End of the Year Franchised 2008 76 74 -2 2010 79 85 +6 Employee 2008 2010 Total Drivers 2008 76 74 -2 2009 74 79 +5 2010 79 85 +6 Transfers of Franchises from Franchisees to new Owners (other than the Franchisor) For Years 2008 to 2010 Column 1 Column 2 Column 3 State Year Number of Transfers ll/laryland 2008 2009 2010 Bwi 2011 (10-yr) 47 126472983 Column 1 Column 2 Column 3 State Virginia Year 2008 Number of Transfers 2010 Washington DC 2008 2009 2010 2008 2009 2010 TOTAL Status of Franchised Drivers For Years 2008 to 2010 State Year Drivers at New Terminations' Non- Reacquired Ceased Drivers at Start of Drivers' Renewals by Franchisor Operations - End of Year Year Other Reasons' 2009 2009 2009 TOTALS 2008 76 5 74 2009 ote: These figures include franchisees in both City Licensee's 1-year and 10-year franchise programs. The contact information for these franchisees is listed separately in Exhibit F. If a franchisee 'in the 1-year program signs a new Franchise Agreement after the term of the Franchise Agreement expires that franchisee is not listed as a new franchisee. Similarly, any franchisee who, with City Licensee's consent, enters into a new Franchise Agreement before the existing Franchise Agreement expires, is not listed as a new franchisee. BWI 2011 (10-yr) 48 126472983 Status of Employee Drivers For Years 2008 to 2010 Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 State Year Drivers at New Reacquired Closed Sold to Drivers at Start of Drivers from Franchisee End of Year Year Franchisee 2008 2009 2010 Maryland 2009 2010 Washington TOTALS 2008 2009 2010 2008 2009 2010 2008 - Projected City Licensee Franchises as of December 31, 2010 Column 1 Column 2 Column 3 Column 4 State Franchise Projected New Projected New City Agreements Franchisees in the Licensee Employee Signed But Next Fiscal Year Drivers in the Next Franchisee Not Fiscal Year* erational Maryland Washington DC Attached to this Disclosure Document as part of Exhibit is a list of the names, addresses and telephone numbers of all existing franchisees of City Licensee as of December 31, 2010. Exhibit also includes a list of the name, city and state, and current business, telephone number (or, if unknown, last known home telephone number) of every franchisee of City Licensee who has had his or her franchise terminated, canceled, not renewed or othenzvise voluntarily or involuntarily ceased to do business under the Franchise Agreement with City Licensee during the 12 months ended December 31, 2010 or who has not communicated with City Licensee or its representative within the 10 week period before the date this Franchise Disclosure Document was issued. If you buy this franchise, your contact information may be disclosed to other buyers when you leave the franchise system. Bwi 2011 (10-yr) 49 12647298.13 The following information relates to all of the subfranchisors of SuperShutt|e and their franchisees. SuperShuttle's fiscal year end is December 31. Systemwide Driver Summary For Years 2008 to 2010 Column 1 Column 2 Column 3 Column 4 Column 5 of the Year End of the Year Franchised Drivers 2008 1,087 1,030 2009 1,030 1,158 +128 -2010 1,158 1 1,229 Employee Drivers 2008 2010 Total Drivers 2008 1 067 1 030 2009 1 030 1 158 +128 2010 1 158 1 229 BWI 2011 (10-yr) 126472983 State Arizona California Colorado Florida Maryland Minnesota (other than the For Years 2008 to 2010 Column 1 Column 2 Column 3 Yeal' 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2010 2008 2009 2010 2009 2008 Number of Transfers 8 0 0 5 Transfers of Franchises from Franchisees to New Owners 20099 2010 50 Column 1 Column 2 Column 3 State New York Texas Virginia washington o_o. TOTAL Year Number of Transfers 2008 2009 2010 2008 2009 1 2010 2008 2009 2010 2009 2010 2008 2009 2010 2008 2009 2010 Status of Franchised Drivers For Years 2008 to 2010 Cmumn1 Cowmn2 Cdumn3 Cmumn4 Cdumn5 Cmumn6 Cdumn7 Cdumn8 Cowmn9 Ceased Drivers at Reacq- 0Pe"at1?"9 Drivers at Veal' Drivers tions Renewals Fra nchisor Reasons Yea' Arizona 2008 86 13 5 14 80 2009 80 19 5 8 86 2010 86 7 0 2 91 California 2008 423 106 28 12 94 395 zoos 395 127 A37 3 10 472 2010 472 81 21 7 42 483 Colorado 2008 74 31 4 20 22 59 2009 59 46 8 1 21 75 2010 75 30 5 0 10 90 Florida 2008 50 19 6 15 48 2 2009 48 12 3 8 49 2010 49 12 10 2 49 Maryland 2008 152 82 18 5 42 169 2009 169 26 14 1 4 176 2010 176 20 13 0 2 181 Bvvi 2011 (10-yr) 126472983 51 Minnesota New York Texas virginia Washington C. TOTAL Column 1 State Arizona California Colorado Column 2 Year 2008 2009 2010 2008 2009 2010 2008 2009 20101 2008 2009 2008 2009 2010 2008 2009 2010 2008 2009 2010 Column 2 Column 3 Column 4 Column 5 Year 2008 2009 2010 2008 2009 2010 2008 2009 2010 2009 2010 Column 4 Column 5 Column 6 Column 7 Column 8 Ceased Reacq- operatlons New Tem1ina Non uired by Rother Drivers tions Renewals Franchisor easons Column 3 Drivers at Start of Year 1 067 1 030 1 158 Status of Employee Drivers For Yers 2008 to 2010 Drivers at New Reacqurred from Start of Year Drivers Franchisee Column 9 Drivers at End of Year 1 030 1 158 1 229 Column 6 Column 7 Column 8 Sold to Drivers at Closed Franchisee End of Year 2010 2008 BWI 2011 (10-yr) 128472983 52 Column 1 State Maryland New York Texas Virginia Washington D.C. TOTAL Column 2 Column 3 Column 4 Column 5 Year 2008 2009 201 0 2008 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 2008 2009 2010 Drivers at New Reacquired from Start of Year Drivers Franchisee Column 6 Column 7 Column 8 Sold to Drivers at Closed Franchisee End of Year 0 0 2009 0 0 0 0 Arizona California Colorado Florida Minnesota New York Column 2 Column 3 Column 4 Franchise Projected New Projected New Agreements Franchises in Employee Signed But the Next Fiscal Drivers in the Franchise Not year Next Fiscal Operational Yea r* Projected Franchises of All SuperShuttIe Subfranchisors as of December 31, 2010 Maryland Bw: 2011 (10-yr) 12647298.13 53 Column 1 Column 2 Column 3 Column 4 State Franchise Projected New Projected New Agreements Franchises in Employee Signed But the Next Fiscal Drivers in the Franchise Not year Next Fiscal Operational Year The City Licensee's Franchise Advisory Council is a franchisee organization associated with the franchise system. It was created and is sponsored by City Licensee. Following is contact information: Paul Elliott Name Lower Level Pier Address BWI Airport, MD 21240-0766 Telephone Number (410) 859-3427 Email address Qelliott@suQershuttle.net Web address webmaster@suQershuttle.net During the last three fiscal years, no current or former franchisees have signed confidentiality clauses that restrict them from discussing with you their experiences as a franchisee in City Licensee's franchise system. ITEM 21. FINANCIAL STATEMENTS Attached as Exhibit to this Disclosure Document are SuperShuttle's consolidated audited balance sheets as of December 31, 2010 and December 31, 2009 and its audited Statements of Income, Statements of Stockholder's Equity and Statements of Cash Flow for the years ended December, 31, 2010, December 31, 2009, and December 31, 2008. SuperShuttle guarantees City Licensee's obligations to you under the Unit Franchise Agreement. Attached to this Disclosure Document as Exhibit is the form of Guaranty. Unaudited Balance Sheets and Income Statements for City Licensee for the years ended December 31, 2010, December 31, 2009, and December 31, 2008 are also included in Exhibit C. ewi 2011 (10-yr) 54 126472983 ITEM 22. CONTRACTS The following contracts are attached to this Disclosure Document: EXHIBIT D: Unit Franchise Agreement and Addendum EXHIBIT Communication and Specialized to Unit Franchise Agreement: Equipment Agreement EXHIBIT Guaranty and Assumption of to Unit Franchise Agreement: Franchisee's Obligations EXHIBIT Confidentiality and Nondisclosure Agreement EXHIBIT EXHIBIT I: EXHIBIT JZ EXHIBIT KZ EXHIBIT L: EXHIBIT Guaranty of Performance Promissory Note (Initial Franchise Fee) Promissory Note (Equipment Deposit) Promissory Note (Transfer Purchase Price) General Release Vehicle Lease Agreement ITEM 23. RECEIPT Copies of the Receipt are attached to the end of this Disclosure Document, following the Exhibits. Please sign the Receipt, date it the date you receive the Franchise Disclosure Document and return it to City Licensee. Make sure that you indicate the franchise seIIer(s) with whom you had substantive discussions about this franchise. A duplicate of the Receipt is attached for your records. BWI 2011 (10-yr) 126472983 55 ADDENDUM TO THE FRANCHISE DISCLOSURE DOCUMENT OF SHUTTLE EXPRESS, INC. AND SUPERSHUTTLE FRANCHISE CORPORATION If this Disclosure Document is delivered pursuant to the requirements of the Maryland Franchise Registration and Disclosure Law, the following applies: 1. Item 17 - Paragraph c. Any release required for renewal shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law. 2. Item 17 - Paragraph h. Provisions for termination upon bankruptcy of the franchisee may not be enforceable under federal bankruptcy law (11 U.S.C. Section 101 gg). 3. Item 17 - Paragraph m. Any release required for transfer shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law. 4. Item 17 - Paragraph v. You are permitted to bring an action in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law. Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within 3 years after the grant of the franchise. If this Disclosure Document is delivered pursuant to the requirements of the Virginia Retail Franchising Act, the following applies: 1. Item 17 - Paragraph h. Pursuant to Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to cancel a franchise without reasonable cause. lf any grounds for default or termination stated in the Franchise Agreement does not constitute "reasonable cause," as that term may be defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable. Bvv| 2011 (10-yr) 56 126472983 EXHIBIT A State California Hawaii Illinois Indiana Maryland 96278932 Exhibit A LIST OF STATE FRANCHISE ADMINISTRATORS Title of Administrator Telephone Number Toll Free Number Commissioner of Corporations 320 West 4th Street Suite 750 Los Angeles, California 90013-1105 Ol' 71 Stevenson Street Suite 2100 San Francisco, California 94105-2980 Ol' 1350 Front Street, Room 2034 San Diego, California 92101-3697 Ol' 1515 Street, Suite 200 Sacramento, California 95814 Commissioner of Securities 335 Merchant Street Honolulu, Hawaii 96813 Attorney General 500 South Second Street Springfield, Illinois 62706 Securities Commissioner 302 West Washington St., Rm. E-111 Indianapolis, Indiana 46204 Office of the Attorney General Securities Division 200 St. Paul Place Baltimore, Maryland 21202-2021 (866) 275-2677 (213) 576-7500 (415) 972-8559 (619) 525-4233 (916) 445-7205 (808) 586-2744 (217) 782-4465 (317) 232-6681 (410) 576-6360 State Michigan Attorney General 670 G. Mennen Williams Building 525 West Ottawa Lansing, Michigan 48913 Commissioner of Commerce 85 7th Place East, Suite 500 St. Paul, Minnesota 55101 Minnesota New York Attorney General New York State Department of Law 120 Broadway, 23rd Floor New York, New York 10271 Securities Commissioner 600 East Boulevard, 5th Floor Bismarck, North Dakota 58505 North Dakota Oregon Director, Department of Insurance and Finance Labor and Industries Building Salem, Oregon 97310 Rhode lsland Director of Business Regulation Building 69-1 1511 Pontiac Avenue Cranston, Rhode Island 02920-4407 South Dakota Director, Division of Securities 445 West Capitol Avenue Pierre, South Dakota 57501 Virginia State Corporation Commission Division of Securities and Retail Franchising 1300 East Main Street, 9th Floor Richmond, Virginia 23219 Washington Director, Department of Financial Institutions P.O. Box 9033 Olympia, Washington 98507-9033 Wisconsin Commissioner of Securities 345 West Washington Street, 4th Floor Madison, Wisconsin 53703 93273932 2 Title of Administrator Telephone Number (517) 373-7117 (612) 296-6328 (212) 416-8211 (701) 328-2910 (503) 378-4387 (401) 222-3048 (605) 773-4013 (804) 371-9051 (306) 902-8760 (608) 266-3431 EXHIBIT Exhibit SUPERSHUTTLE FRANCHISE CORPORATION LIST OF AGENTS FOR SERVICE OF PROCESS State Name and Address of Agent California California Commissioner of Corporations 320 west Street Suite 750 Los Angeles, California 90013 2344 Hawaii Commissioner of Securities of State of Hawan 335 Merchant Street Honolulu, Hawaii 96813 Illinois Illinois Attorney General 500 South Second Street Springfield, Illinois 62706 Maryland Maiyland Securities Commissioner 200 St. Paul Place Baltimore, Maryland 21202 2020 Michigan Corporations, Securities and Land Development Bureau Michigan Department of Consumer and lndustry Servlces 6546 Mercantile Way P.O. Box 30222 Lansing, Michigan 48909 Minnesota Minnesota Commissioner of Commerce 85 7th Place East, Suite 500 St. Paul, Minnesota 55101-2198 New York Secretary of State of The State of New York One Commerce Plaza 99 Washington Avenue Albany, New York 12231 Virginia Clerk of the State Corporation Commission of 1 14899302 1300 East Main Street, 1st Floor Richmond, Virginia 23219 1 Washington Washington Department of Financial Institutions P.O. Box 9033 Olympia, Washington 98507-9033 If a state is not listed, SuperShutt|e has not appointed an agent for senrice of process in that state in connection with the requirements of franchise laws. 2 959455_2.ooc Exhibit EXPRESS, INC. LIST OF AGENTS FOR SERVICE OF PROCESS State Name and Address of Agent Maryland 1 A Maryland Securities Commissioner 200 St. Paul Place Baltimore, Maryland 21202-2020 and The Corporation Trust Incorporated 300 East Lombard Street Baltimore, Maryland 21202 Virginia Clerk of the State Corporation Commission of Virginia 1300 E. Main Street, 1st Floor Richmond, Virginia 23219 lf a state is not listed, City Licensee has not appointed an agent for service of process in that state in connection with the requirements of franchise laws. 3 959455_2_ooc EXHIBIT EXHIBIT INDEX OF FINANCIAL STATEMENTS TAB DESCRIPTION 1. Audited Financial Statements of SuperShutt|e Franchise Corpo_ration as of December 31, 2010, December 31, 2009 and December 31, 2008. I 2. Unaudited Financial Statements of Shuttle Express, Inc. as of December 31, 2010, December 31, 2009 and December 31, 2008. SUPERSHUTTLE FRANCHISE CORPORATION (A Wholly-Owned Subsidiary of SuperShuttIe International, Inc.) FINANCIAL STATEMENTS Years Ended December 31, 2010, 2009 and 2008 and Independent Auditor's Report TABLE OF CONTENTS INDEPENDENT REPORT FINANCIAL STATEMENTS Balance Sheets Statements of Operations Statements of Stockholders Equity Statements of Cash Flows Notes to Financial Statements Clifton Gunderson LLP Certified Public Accountants Consultants Independent Auditor's Report Board of Directors SuperShuttle Franchise Corporation Scottsdale, Arizona We have audited the accompanying balance sheets of SuperShuttle Franchise Corporation (a wholly-owned subsidiary of SuperShuttle International, lnc.) (the "Company") as of December 31, 2010 and 2009, and the related statements of earnings, stockholder's equity and cash flows for the years ended December 31, 2010, 2009 and 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SuperShuttle Franchise Corporation as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years ended December 31, 2010, 2009 and 2008, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared from the separate records maintained by the Company and may not necessarily be indicative of the conditions that would have existed or the results of operations if the Company had been operated as an unaffiliated company. Portions of certain income and expenses represent allocations made from SuperShuttle International, Inc. Phoenix, Arizona February 1, 2011 Member ol 1 Internat I SUPERSHUTTLE FRANCHISE CORPORATION (A Wholly-Owned Subsidiary of SuperShuttIe International, Inc.) BALANCE SHEETS December 31, 2010 and 2009 ASSETS 2010 2009 CURRENT ASSETS Trade accounts receivable, net of allowance for doubtful accounts of $0 and $2,500 at December 31, 2010 and 2009, respectively 127,823 174,500 Current portion of notes receivable from unit franchises 3,170,293 2,594,678 Prepaid expenses and other assets Total current assets 3,447,583 2,959,253 PROPERTY AND EQUIPMENT Equipment 4,424,051 3,508,453 Leasehold improvements 994,750 Total 5,420,555 4,503,203 Less accumulated depreciation and amortization 3,110,252 2,414,147 Property and equipment, net l_ NOTES RECEIVABLE FROM UNIT FRANCHISES, net 10,421,710 9,922,945 PARENT TOTAL ASSETS 20,912,591 19,317,233 2 LIABILITIES AND EQUITY 2010 2009 CURRENT LIABILITIES Accounts payable 461,342 582,339 Accrued wages, benefits and other expenses 88,792 68,331 Current portion of deferred revenue from sales of unit franchises 3,170,293 2,594,878 Other current liabilities Total current liabilities 3,850,124 3,492,218 DEFERRED REVENUE FROM SALES OF UNIT FRANCHISES, net Total liabilities EQUITY Common stock, $.01 par value; 10,-000 shares authorized, 1,000 shares issued and outstanding 10 10 Capital in excess of par value 9,990 9,990 Retained earnings i Total stockholder's equity TOTAL LIABILITIES AND EQUITY 20,912,591 19,317,233 The accompanying notes are an integral palt ofthe financial statements. 3 SUPERSHUTTLE FRANCHISE CORPORATION (A Wholly-Owned Subsidiary of SuperShuttIe International, Inc.) STATEMENTS OF OPERATIONS Years Ended December 31, 2010, 2009 and 2008 INCOME Reservations revenue Unit franchise sales revenue License fee revenue Other revenue, net Net income OPERATING COSTS SELLING, GENERAL AND ADMINISTRATIVE EXPENSES INCOME FROM OPERATIONS OTHER INCOME (EXPENSE) Interest income from parent Other expense Net other income (expense) INCOME BEFORE PROVISION IN LIEU OF INCOME TAXES PROVISION IN LIEU OF INCOME TAXES NET EARNINGS 2010 5,219,334 4,866,694 182,890 131,000 10,399,918 5,389,489 4,035,098 -1 975,331 182,038 182,038 1,157,369 418,682 2009 2008 4,750,704 4,891,207 4,248,853 3,661,946 274,471 185,515 772,367 595,554 10,046,395 9,334,222 5,090,506 5,552,366 3,740,909 3,482,734 1,214,980 299,122 169,039 134,400 - (40) 169,039 134,360 1,384,019 433,482 575,148 185,428 248,054 738,687 808,871 The accompanying notes are an integral part of the financial statements. llMMJFA 1 qw DQQG 2 Og: mmvuxm ga gg _gg E_2_m_ Em; _E_5m_ "6 Zo_PS"_on_m8 DEN 25N EEN 25N __g_E80n_ EZ EZ __gE30n_ WQCEEG EZ SUPERSHUTTLE FRANCHISE CORPORATION (A Wholly-Owned Subsidiary of SuperShuttIe International, Inc.) STATEMENTS OF CASH FLOWS Years Ended December 31, 2010, 2009 and 2008 Q12 CASH FLOWS FROM OPERATING ACTIVITIES Net earnings 738,687 808,871 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 757,785 653,480 Loss on disposal of asset - - Effects of changes in operating assets and liabilities: Trade accounts receivable 46,677 109,341 Notes receivable from unit franchises (1 ,074,380) 593,259 Prepaid expenses and other assets 40,608 (108,024) Accounts payable (120,997) 126,605 Accrued wages, benefits and other expenses 22,461 (3,066) Deferred revenue from sales of unit franchises 1,074,380 (593,259) Other current liabilities (119,173) 83,343 Net cash provided by operating activities 1 ,366,048 1 ,670,550 2008 248,054 573,355 920 (106,346) (529,624) (620) 135,147 (134,229) 529,624 100,014 816,295 CASH FLOWS FROM INVESTING ACTIVITIES Note receivable from Parent Purchases of property and equipment (387,016) (902,437) Net cash used in investing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (33,227) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR - 33,227 CASH AND CASH EQUIVALENTS, END OF YEAR - - SUPPLEMENTAL NON-CASH INFORMATION Reduction of fixed asset purchase and accounts payable - 33,695 The accompanying notes are an integral part of the financial statements. 6 742,703 (979,032) (801,340) (1,526,312) (1 ,366,048) (1 ,703,777) (783,609) 32,686 541 33.227 SUPERSHUTTLE FRANCHISE CORPORATION (A Wholly-Owned Subsidiary of SuperShuttIe International, Inc.) NOTES TO FINANCIAL STATEMENTS December 31, 2010, 2009 and 2008 NOTE 1 - DESCRIPTION OF ORGANIZATION SuperShuttle Franchise Corporation (the "Company") was incorporated under the laws of the State of Delaware on October 14, 1986, for the purpose of selling franchises for the operation of a business providing door-to-door passenger ground transportation services to and from airports. The Company is a wholly owned subsidiary of SuperShuttle International, Inc., a Delaware Corporation ("lnternational" or "Parent"). Conversion of Business Model International began converting from employee-driver-based operations in 1999 to unit franchisee drivers who operate as independent contractors. At December 31, 2010 and 2009, approximately 99% of the Parent's drivers have been converted to independent contractors or to unit franchisees. Fiscal 2005 was the first year where the Parent operated for the entire year with substantially all drivers converted to independent contractors or unit franchisees. This unit franchise model requires the franchisee to take responsibility for all operating costs of vehicles and also to pay license and system fees (for reservations, dispatch, cashiering, etc.). The unit franchise model shifts hard to manage variable costs from the Company to the unit franchisee and makes gross profits more stable and predictable. . The unit franchisees pay the Parent for reservations, dispatch, operations services and, in certain circumstances, a vehicle usage fee. In addition, the unit franchisees reimburse the Parent for vehicle expenses, including fuel, maintenance, insurance and airport fees. The unit franchisees are also required to pay an initial security deposit as collateral against unpaid fees. All unit franchisees are considered independent contractors and pay all of their business expenses to operate as a unit franchisee. The Company began selling 10-year franchise agreements ("Franchise Notes") in 2004. The Franchise Notes require franchisees to sign a note for the rights to purchase a long-term franchise. Revenue is recognized ratably over the term of the related note. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared from the separate records maintained by the Company and may not necessarily be indicative of the conditions that would have existed or the results of operations if the Company had been operated as an unaffiliated entity. Portions of certain income and expenses represent allocations made from International. 7 SUPERSHUTTLE FRANCHISE CORPORATION (A Wholly-Owned Subsidiary of SuperShuttle International, Inc.) NOTES TO FINANCIAL STATEMENTS December 31, 2010, 2009 and 2008 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Use of Estimates in Preparing Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents . Cash and cash equivalents include all cash and highly liquid investment securities purchased with original maturities of three months or less. Allowance for Doubtful Accounts The allowance for doubtful accounts is based on the Company's assessment of the collectibility of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer's ability to pay. Property and Equipment Property and equipment are initially recorded at cost. Depreciation and amortization of property and equipment are provided for on the straight-line method over the following estimated useful lives: Equipment 3 to 7 years Leasehold improvements Shorter of the useful life or remaining term of lease The Company capitalizes expenditures that materially increase asset lives and charges ordinary maintenance and repairs to operations as incurred. When assets are disposed of, the costs and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in results of operations. Impairment of Long-Lived Assets The Company reviews long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Management does not believe that there were any long-lived asset impairments for the years ended 2010, 2009 and 2008. 8 SUPERSHUTTLE FRANCHISE CORPORATION (A Wholly-Owned Subsidiary of SuperShuttIe International, Inc.) NOTES TO FINANCIAL STATEMENTS December 31, 2010, 2009 and 2008 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Revenue Recognition The Company records the notes receivable on the initial franchise .fee as a current and long-term asset at the face value of the principal payments due after the Company obtains copies of certain documents, performs required background checks, obtains a signed franchise agreement and receives a promissory note for the initial franchise fee. Interest income on the notes is recorded in Unit Franchise Sales Revenues which is shown in Net Revenues. The Company recognizes the revenue over the life of the notes and after all "initial services" are performed. The Company has an obligation to provide initial services under the provisions of the franchise agreement. Initial services are defined as services that are a common provision of a franchise agreement in which the franchisor usually will agree to provide a variety of services and advice to the franchisee. The Company has initial services consisting primarily of a training program which must be completed to the satisfaction of the Company. The Company has the right to waive the requirement of initial training or a part of the initial training if the Franchisee has sufhcient experience or has obtained satisfactory training elsewhere and has a satisfactory driving record. The Company has a program in place to finance the franchise fee for a qualifying franchisee. The Company defers the recognition of fees until "initia| services" are performed and fees are then recognized in income as payments are received from the franchisee. Franchisees are required to pay the Company between 10% and 25% of all weekly gross vehicle operating revenues received by the franchisee (the "Licensee fee"). Franchisees are also required to pay the Company between $175 and $350 per week (the "System Fee") for the rights to use the Company's services as defined in the franchise agreement. These services include, but are not limited to reservations, dispatch, operations services and, in certain circumstances, a vehicle usage fee. Franchisees are occasionally required to pay miscellaneous fees such as a $250 decal fee for the application of vehicle decals to the franchisee's vehicles and other similar fees from time to time. Reservation Revenue The Company provides centralized reservation services to lnternational's wholly-owned subsidiaries as well as some external licensees. Reservation revenue received from lnternational's wholly-owned subsidiaries was $4,843,893, $4,474,636 and $4,522,940 for the years ended 2010, 2009 and 2008, respectively. Reservation revenue received from external licensees was $375,441, $276,068 and $368,267 for the years 2010, 2009 and 2008, resp`ectively. Other Revenues The Company periodicallyenters into advertising agreements in which advertising is placed on SuperShuttle vehicles as well as various other miscellaneous arrangements. The Company recognizes the revenues as earned, net of any setup costs or revenue share arrangements. 9 SUPERSHUTTLE FRANCHISE CORPORATION (A Wholly-Owned Subsidiary of SuperShuttle International, Inc.) NOTES TO FINANCIAL STATEMENTS December 31, 2010, 2009 and 2008 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Income taxes you don't have open years disclosed? Not needed due to filing of tax return? The Company files as part of the International consolidated group for income tax reporting purposes. International does not allocate tax expense or benefit to its subsidiaries. However, the approximate amount of income tax provision calculated on a stand-alone basis has been recorded in the accompanying statements of operations. The amount of temporary differences and the related deferred tax amounts allocated to the Company are represented on the balance sheet in the note receivable from parent. The Company is using an effective income tax rate of 42% for the years ended 2010, 2009 and 2008. Deferred tax assets are recognized for temporary differences that will be deductible in future years' tax returns and for operating loss and tax credit carryfonn/ards. Deferred tax assets are recognized only if it is more likely than not that a tax position will be realized or sustained upon examination by the relevant taxing authority. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized. Deferred tax liabilities are recognized for temporary differences that will be taxable in future years. Accounting and Administrative Services The Parent provides certain accounting and administrative services on behalf of the Company. The costs of these services are allocated to the Company based on management-determined allocations related to utilization of space, personnel, etc., and were $54,000 for the years ended 2010, 2009 and 2008. In addition, the Parent collects all revenue and makes all cash disbursements on behalf of the Company. Advertising Advertising costs (excluding direct response) are amortized over the useful life of the advertisement, not to exceed 12 months. Advertising costs totaled $314,119, $379,438 $434,383 for the years ended 2010, 2009 and 2008, respectively. License Agreements The Company entered into a license agreement with International providing the Company with the non-exclusive right to license the use of the names and marks SuperShuttle and ExecuCar, and other marks as defined. The agreement does not provide for royalties and continues until all licenses and franchises have been terminated or the Company fails to adequately protect the proprietary marks. SUPERSHUTTLE FRANCHISE CORPORATION (A Wholly-Owned Subsidiary of SuperShuttle International, Inc.) NOTES TO FINANCIAL STATEMENTS December 31, 2010, 2009 and 2008 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) License Agreements (Continued) The Company enters into license agreements generally covering defined geographic areas, with licenses granting the licensee the non-exclusive right to use the name and mark SuperShuftle, and other marks as defined. The license agreements generally provide for the licensees to pay an initial franchise fee and continuing license fees per van per week. Some license agreements also include a continuing advertising contribution fee. per week. The terms of the license agreements are Eve to ten years with extension options. NOTE 3 - UNIT FRANCHISE SALES The Company began selling 10-year franchises during fiscal year 2004. These 10-year franchises required franchisees to sign a note for the rights to a long-term franchise. The following table shows the number of long-term franchises sold and terminated: 2010 2009 2008 Balance, beginning of year 723 683 632 Franchises sold 221 120 240 Franchises terminated (98) (80) (189) Balance, end of year 846 Z23 683 The following table shows franchise notes receivable issued and collected (as rounded): 2010 2009 2008 Balance, beginning of year $12,517,600 $13,110,900 $12,581,300 Issuance of notes receivable 6,201,000 3,307,000 6,645,000 Cancellation of notes receivable (2,653,000) (1 ,910,000) (4,930,000) Collection of notes receivable (2,473,600) (1,990,300) (1,185,400) Balance, end of year $12,517,600 The notes sold during the years ended 2010, 2009 and 2008 had face amounts ranging from $15,000 to $42,000, and carried interest rates of 12% or 15% with terms of 5 to 7 years. The Company sold 221, 120 and 240 10-year franchises during the years ended 2010, 2009 and 2008, respectively. The Company recorded revenues from the sale of franchise notes of approximately $4,867,000, $4,249,000 and $3,662,000 for the years ended 2010, 2009 and 2008, respectively. 11 SUPERSHUTTLE FRANCHISE CORPORATION (A Wholly-Owned Subsidiary of SuperShuttle International, Inc.) NOTES TO FINANCIAL STATEMENTS December 31, 2010, 2009 and 2008 NOTE 3 - UNIT FRANCHISE SALES (CONTINUED) The following table shows the scheduled principal payments on Long-Term Unit Franchise notes: Amount Year (in Thousands) 2011 3,170 2012 2,635 2013 2,503 2014 2,054 2015 1,730 Thereafter 1 ,500 TOTHI NOTE 4 - INCOME TAXES The income tax (benefit) provision consists of the following: 2010 2009 2008 Current 501,637 486,964 244,835 Deferred (82,955) 88,184 (59,407) The tax effects of temporary differences which give rise to deferred tax assets and liabilities are as follows (which is included with the note receivable from Parent): 2010 2009 Property and equipment (non-current) 148,283 73,686 Accrued vacation/compensation (current) 24,692 19,459 Other (current) 12,600 9,475 Total deferred tax asset The Company files income tax returns in the U.S. federal and multiple state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2007, respectively. The Company has not been notified nor does it have any current tax authority audits ongoing. 12 SUPERSHUTTLE FRANCHISE CORPORATION (A Wholly-Owned Subsidiary of SuperShuttIe International, Inc.) NOTES TO FINANCIAL STATEMENTS December 31, 2010, 2009 and 2008 NOTE 5 - NOTE RECEIVABLE FROM PARENT As of January 1, 2008, the Company converted their intercompany receivable due from parent into an interest bearing note at the prime rate 3.25% as of December 31, 2010, 2009 and 2008, plus 0.75%. There are no stated principal repayment terms. NOTE 6 - ADVERTISING FUND LIABILITY The Company collects an advertising fund fee per vehicle per week from each master franchisee and wholly owned subsidiary to be used for advertising and marketing, and for administration of the fund. The advertising fund liability, included in other current liabilities, was $0 at December 31, 2010 and 2009 and $38,071 at December 31, 2008. During 2010, 2009 and 2008, the Company received advertising fund contributions from the Parent's wholly-owned operations of $847,839, $814,689 and $732,678, respectively. NOTE 7 - COMMITMENTS AND CONTINGENCIES Leases The Company leases certain facilities and equipment under operating leases. These leases expire at various dates through 2013. Future minimum lease payments (exclusive of property taxes and insurance) for operating leases are as follows: - 2011 239,177 2012 224,773 2013 61,593 Tvfal Rent expense for all operating leases was approximately $234,000, $277,000 and $257,000 for the years ended 2010, 2009 and 2008, respectively. Certain Company leases include periodic cost of living increases and also require the Company to pay its pro rata share of property taxes and common area maintenance expenses. Litigation The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. The Company is involved in six separate legal proceedings all of which involve plaintiffs whose underlying allegation is that plaintiffs and defendants have an employer- employee relationship. It is believed by the defendants that they have meritorious defenses and are vigorously defending this litigation, and accordingly, no provision has been made in the accompanying Hnancial statements for losses, if any, that might result from the ultimate outcome of these matters. Furthermore, management of the Company is unable to predict the ultimate outcome of the legal proceedings but is of the opinion that the ultimate liability with respect to these actions will not materially affect the financial position, results of operations or cash flows of the Company. 13 SUPERSHUTTLE FRANCHISE CORPORATION (A Wholly-Owned Subsidiary of SuperShuttle International, Inc.) NOTES TO FINANCIAL STATEMENTS December 31, 2010, 2009 and 2008 NOTE 8 - SUBSEQUENT EVENTS Management evaluated subsequent events through February 1, 2011, the date the financial statements were available to be issued. Events or transactions occurring after December 31, 2010, but prior to February 1, 2011, that provided additional evidence about conditions that existed at December 31, 2010, have been recognized in the financial statements for the year ended December 31, 2010. Events or transactions that provided evidence about conditions that did not exist at December 31, 2010, but arose before the financial statements were available to be issued have not been recognized in the financial statements for the year ended December 31, 2010. This information is an integral part of the accompany financial statements. 14 THESE FINANCIAL STATEMENTS ARE PREPARED WITHOUT AN AUDIT. PROSPECTIVE FRANCHISEES OR SELLERS OF FRANCHISES SHOULD BE ADVISED THAT NO CERTIFIED PUBLIC ACCOUNTANT HAS AUDITED THESE FIGURES OR EXPRESSED OPINION WITH REGARD TO THE CONTENT OR FORM. 10055000 1 CURRENT ASSETS: Cash cash equivalents Trade net Prepaid expenses and other Total current assets PROPERTY AND EQUIPMENT: Vehicles and Dispatch Equipment Equipment and Plant Assets Total Cost Accumulated depreciation Property and equipment, net OTHER ASSETS: GOODWILL AND INTANGIBLES TOTAL ASSETS CURRENT LIABILITIES: Accounts payable Accrued wages, benefits and other Other current liabilities Total Current Liabilities LONG-TERM LIABILITIES TOTAL LIABILITIES STOCKHOLDERS EQUITY Net Contributed Capital Retained Eamings Eamings (Loss) for Period Stockholders' equity, net TOTAL LIABILITIES AND EQUITY Notes: Shuttle Express, Inc dba SuperShuttle Baltimore Balance Sheet UNAUDITED Certain prior year amounts have been reclassified to conform to the current year presentation. Ifhesefinancicli .s'ra.'emen.f.8 have nal been audited, reviewed or compiied by our audirors. Our auditors assume no responsibility for suchjnancia/ At December 31, 2010 At December 31, 2009 (Unaudited) 41,683 85,960 10,766 (Unaudited) 56,122 62,938 20,750 l38,409 84,092 35,693 139,810 45,245 43,015 1 19,785 (70,708) 88,260 (78,989) 49,077 3,362 187,486 152,444 188,217 38,630 288,561 290,613 39,718 236,486 515,408 566,816 5l5,408 (3,876,325) 2,775,000 773,403 566,816 (3,l 89,372) 2,164,302 - 610,698 (327,922) (414,372) I 87,486 l52,444 Shuttle Express, Inc dba SuperShuttle Baltimore Statement of Operations NET REVENUES DIRECT COST OF REVENUES GROSS PROFIT OPERATING EXPENSES EXPENSES INCOME (LOSS) FROM OPERATIONS Interest expense Other income (expense): INCOME BEFORE INCOME TAXES INCOME TAXES NET INCOME AFTER TAXES Notes: Certain prior year amounts have been reclassified to conform to the current year presentation. These jinancial statements have not been auditeal reviewed or compiled by our auditors Our auditors assume no responsibility for such _financial statements. Twelve Twelve Months Ended Months Ended December 31, December 31, 2010 2009 (Unaudited) (Unaudited) 4,775,171 4,405,222 1,909,227 1,750,749 2,865,944 2,654,473 1,488,830 1,461,465 580,851 480,356 (50) - - 58 (22,809) (102,012) EXHIBIT BWI 2011 (10-yr) 12663966.2 SUPERSHUTTLE UNIT FRANCHISE AGREEMENT TABLE OF CONTENTS 1. FRANCHISEE APPOINTMENT A. B. C. D. GRANT INITIAL FRANCHISE FEE THE TERRITORY RENEWAL 2. VEHICLE VEHICLE ACQUISITION VEHICLE REPLACEMENT MODIFICATION OF VEHICLE, EQUIPMENT AND SIGNAGE MAINTENANCE, CONDITION AND APPEARANCE OF VEHICLE EQUIPMENT, SIGNAGE AND SERVICE SPECIFICATIONS SPECIAL EQUIPMENT TRAINING AND OPERATING ASSISTANCE FRANCHISEE ORIENTATION AND INITIAL TRAINING MANUAL 4. OPERATION BY FRANCHISEE AUTHORIZED SERVICES Page STANDARDS OF SERVICE AND OPERATION 9 DUTY TO DILIGENTLY CARRY OUT OBLIGATIONS SYSTEM CHANGES 10 COMPLIANCE WITH LAW AND GOOD BUSINESS PRACTICES 11 RESERVATIONS, DISPATCH, CASHIERING AND VOUCHERS COMPLIANCE WITH REPORTING REQUIREMENTS 5. INSURANCE 6. FEES TRADE SECRETS LICENSE FEES SYSTEM FEE REIMBURSED EXPENSES DECAL FEE NONPAYMENT INTEREST ON LATE PAYMENTS NOT WITHHOLD PAYMENT APPLICATION OF RIGHT OF OFFSET 8. ADVERTISING 9. INSPECTION RIGHTS BWI 2011 (10-yr Program) i 126639662 13 10. MARKS AND TRADE DRESS A OWNERSHIP OF MARKS AND GOODWILL LIMITATIONS ON USE OF MARKS AND TRADE DRESS DEFENSE OF TRADEMARKS BY CITY LICENSEE COPYRIGHT SOCIAL MEDIA 11. TERMINATION A WITH NOTICE AND NO OPPORTUNITY TO CURE WITH NOTICE AND OPPORTUNITY TO CURE NO WAIVER ENFORCEMENT 12. RIGHTS AND OBLIGATIONS UPON TERMINATION OR EXPIRATION A PAYMENT OF AMOUNTS OWED TO CITY LICENSEE MARKS MODIFICATION OF VEHICLE TRADE TRADE DRESS CONTINUING OBLIGATIONS NOTIFICATION OF AUTHORITIES 13. ASSIGNMENT, TRANSFER AND ENCUMBRANCE I A. BY CITY LICENSEE B. BY FRANCHISEE 14. INDEMNIFICATION OF CITY LICENSEE AND SUPERSHUTTLE 15. MISCELLANEOUS A FORCE MAJEURE GRAMMAR INTERPRETATION SECTION HEADINGS E. REMEDIES CUMULATIVE F. NONWAIVER FEES NO EXEMPLARY LIMITATION ON DAMAGES I. AGREEMENT TO RESOLVE DISPUTES ON INDIVIDUAL BASIS STATUTE OF LIMITATIONS K. L. N. P. INVALIDITY AND SEVERABILITY NOTICES ENTIRE AGREEMENT CONTROLLING LAW RELATIONSHIP OF PARTIES CITY LICENSEE THIRD PARTY BENEFICIARY TIME OF THE ESSENCE R. COMPLIANCE WITH LOCAL LAW I S. SPOUSAL CONSENT BWI 2011 (10-yr Program) II 126639662 T. ENTITY FRANCHISEES U. APPROVALS, CONSENTS AND GUARANTIES 16. ACKNOWLEDGMENTS . ADDENDUM EXHIBITS: EXHIBIT A DESCRIPTION OF TERRITORY EXHIBIT COMMUNICATION AND SPECIALIZED EQUIPMENT AGREEMENT EXHIBIT SPOUSAL CONSENT EXHIBIT INFORMATION REGARDING NON-INDIVIDUAL FRANCHISEES EXHIBIT GUARANTY AND ASSUMPTION OF OBLIGATIONS BWI 2011 (1 O-yr Program) 125539662 SU PERSHUTTLE UNIT FRANCHISE AGREEMENT THIS UNIT FRANCHISE AGREEMENT is entered into this day of between SHUTTLE EXPRESS, INC., a Maryland corporation (the "City Licensee") and a(n) corporation, limited liability company, general partnership or limited partnership) (the "Franchisee"), with reference to the following facts: A. Pursuant to a License Agreement between SuperShuttle Franchise Corporation, a Delaware corporation ("SuperShuttle") and City Licensee (the "License Agreement"), City Licensee was granted the right to use a unique system of transportation services which SuperShuttle continues to develop and refine, including without limitation, a demand responsive and/or scheduled airport shuttle serving under appropriate governmental authority providing transportation to passengers traveling to and from specific metropolitan airports and destinations within the general markets surrounding those airports, as well as other transportation services which may be developed in the future under the Marks, as defined below, from time to time (the "System"). The System includes demand responsive shared ride shuttle services, but not executive sedan sen/ices or ordinary taxi services that are not operated as shuttle services. City Licensee was also granted the right to enter into this Agreement pursuant to the License Agreement; B. The airport ground transportation business is a regulated industry and, as a result, there are and will be a substantial amount of restrictions arising from government regulation including, without limitation, requirements imposed by airport authorities, local, state and federal government agencies and other regulatory bodies (the "Regulating Authorities") and which will impact the manner in which the Franchisee may operate Franchisee's business. These restrictions are not imposed by SuperShuttle, but effectively are passed along in order to implement the governmental regulatory scheme. Moreover, the Franchisee will be required to obtain certain permits, registrations and to comply with the regulations for doing so in the operation of a SuperShuttle-flagged vehicle. City Licensee provides shared-ride van shuttle services under concession agreements with airport authorities. Those concession agreements specify the services to be provided and dictate the operating requirements contained in this Unit Franchise Agreement, including without limitation van specifications, driver uniforms and driver conduct. A copy of the concession agreement or permit to operate will be provided upon request; C. Franchisee is operating a business independent of and distinct from those of SuperShuttle and City Licensee. While Franchisee will receive instructions and direction from City Licensee during the performance of its duties under the Franchise Agreement, those instructions and directions relate to government-imposed requirements or the result of its work, not to the details of how the work is performed. Any instructions regarding the details of performance are those inherent in a franchise system relating to the presentation of product to the public or are dictated by the Regulating Authorities. FRANCHISEE IS NOT AN EMPLOYEE OF EITHER SUPERSHUTTLE OR CITY Bwi 2011 (10-yr) 126639662 D. City License requires that Franchisee form a business entity to act as the Franchisee and obtain a tax identification number from the Internal Revenue Sen/ice. The business entity may be a corporation, a limited liability company (LLC) or a general or limited partnership, in Franchisee's sole discretion; E. The System has been developed as a uniform method and philosophy of operation, customer sen/ice, marketing, advertising, promotion, publicity, and technical knowledge relating to the airport shuttle sen/ice business. The System includes a proprietary central reservations system through which all resen/ation calls are received and transmitted. Distinctive uniforms and other aspects of the System including but not limited to the use and combination of certain colors associated with SuperShuttle commercial symbols which appear on SuperShuttle vehicles and are othenlvise used in connection with the Business, create a distinctive visual impression ("Trade Dress"). The criteria for customer service set out in this Agreement and in the Manual are also essential elements of the SuperShuttle brand standard. The License Agreement also provides that City Licensee has certain rights to use and sublicense the use of the trademarks, tradenames, sen/ice marks, designs, emblems, logos, slogans, copyrights, Trade Dress, Trade Secrets (as defined below), commercial symbols and other indicia now or hereafter used or intended to be used or hereafter used in connection with the System, including but not limited to, "SuperShuttle" and any and all revisions, modifications and additions thereto, whether or not recorded or registered with the United States Patent and Trademark Office or any other local, state, federal or foreign agency, registrar or body (the "Marks"); F. The System standards set forth in this Agreement and in the Operations Manual are, in part, imposed by Regulating Authorities. Additional obligations were determined by SuperShuttle, to be necessary for the overall quality and growth of the SuperShuttle brand. The brand is composed of the SuperShuttle companies and all the individual franchisees who operate in the SuperShuttle System, and who collectively and voluntarily accept the SuperShuttle standards; G. SuperShuttle does not seek to control the details of how Franchisee conducts its business. lt seeks only two compatible objectives: that customers are sen/ed courteously, and safely; and, that the SuperShuttle brand image is upheld; H. Persons who do not wish to be franchisees and independent business people, but who prefer a more traditional employment relationship, should not become SuperShuttle franchisees. Only those persons and businesses that are willing to accept these standards, even though not entirely mandated by Regulating Authorities, should become SuperShuttle franchisees; and l. The Franchisee wishes to obtain a sublicense from City Licensee to use the System and the Marks in the operation of a SuperShuttle vehicle as well as the right to receive all customer assignments through City Licensee's Trip Generating System, as defined below, and City Licensee is willing to appoint Franchisee to do so upon the terms and subject to the conditions set forth herein. NOW THEREFORE, in consideration of these premises and of the mutual covenants contained herein, the parties agree as follows: Bwi 2011 (10-yr) 2 126639662 1. FRANCHISEE APPOINTMENT A. GRANT Subject to the terms and conditions of this Agreement, City Licensee hereby appoints Franchisee, and Franchisee accepts a non-exclusive appointment to use the Marks and the System in the operation of one (1) SuperShuttle van. Franchisee has elected to operate solely during the hours of to for a(n) AM Franchise or PM Franchise or 24-Hour Franchise (the "Scheduled Hours") and solely within a specific area, herein called the "Territory," as defined below, commencing on the date of this Agreement and continuing for the shorter of ten (10) years or the remainder of the term of City Licensee's agreement with the airport(s) in the Territory, unless sooner terminated in accordance with the provisions of this Agreement (the "Term"). ln the event Franchisee operates the Vehicle, as defined below, after that date without complying with Section 1D below (with the permission of City Licensee), the Term shall be deemed extended only on a month-to-month basis; provided, that this sentence shall not be deemed to grant Franchisee any right to extend the term of this Agreement except as provided in Section 1D below. An Franchise" means Franchisee has the right to operate for the fourteen (14) hour period from 1:00 a.m. to 3:00 p.m. A Franchise" means Franchisee has the right to operate for the fourteen (14) hour period from 11:00 a.m. to 1:00 a.m. A "24 Hour Franchise" means Franchisee has the right to operate lvventy-four (24) hours per day. Franchisee may also, at its option, operate the Vehicle to sen/ice,Charter Operations, as defined below. Upon one (1) week's prior written notice to City Licensee and based upon availability, Franchisee may elect to change from one type of Scheduled Hours to another from a 24-Hour Franchise to a PM Franchise). Franchisee's right to make any such change is limited to four (4) times per calendar year. B. INITIAL FRANCHISE FEE ln addition to the fees required by Section 7, Franchisee shall pay to City Licensee Twenty Five Thousand Dollars as an initial franchise fee when Franchisee begins operations. Such fee shall be deemed fully earned by City Licensee upon payment and shall not be refunded, in whole or in part, at any time. C. THE TERRITORY Except as provided below, Franchisee has the nonexclusive right to operate the Vehicle, as defined below, at theairport described in Exhibit which is incorporated by this reference as though set forth in full herein. Franchisee shall transport customers to and from the airport and locations in a specific geographic area that surrounds the airport and is described in Exhibit The geographic area and the airport described above are referred to in this Agreement as the "Territory". Franchisee acknowledges that there will be other drivers operating as employees or franchisees of City Licensee and others in the Territory and surrounding areas. Franchisee must fulfill its contractual obligations to City Licensee, however, Franchisee also may conduct charter operations at its discretion. Pursuant to Regulating Authority, Franchisee may be required to maintain records of all charter operations. "Charter Operations" means incidental scheduled transportation between locations other than airports and exclusive non-shared transportation within the Territory. Charter Operations do not involve use of the Trip Generating System, as defined 2011 (io-yr) 3 126639662 below. Charter Operations are subject to the following: compliance with the tariff filed by City Licensee and approved by the applicable Regulating Authorities from time to time (the "Tariff"); maintenance of invoices, bills and records of the charters in compliance with Regulatory Authority requirements, if applicable; delivery of at least two (2) hours advance notice to City Licensee if a charter is to occur during Franchisee's franchise hours and obsen/e a two (2) hour charter minimum; payment of all fees under Section 7 of this Agreement with respect to revenues from such operations; and upon request by City Licensee, deliver to City Licensee copies of all trip sheets, charter invoices or bills. Franchisee is free to conduct Charter Operations during hours other than the Scheduled Hours; provided, however, that nothing herein permits Franchisee to conduct such Charter Operations in competition with City Licensee. D. RENEWAL - 1 Subject to compliance with each and every one of the conditions set forth below, Franchisee shall have an option to renew the right to operate a SuperShuttle Vehicle, as defined below, for two (2) additional terms of five (5) years: (1) Franchisee must sign City Licensee's then-current form of Franchise Agreement which may contain terms that are materially different from those set forth in this Agreement, including without limitation, the requirement that Franchisee pay a renewal fee of One Thousand Dollars upon signing the new Agreement and increased System Fees including without limitation to reflect increases in the Consumer Price Index - Transportation for the Territory published by the United States Department of Labor, Bureau of Labor Statistics; and (2) Franchisee has been throughout the Term, or renewal term, as applicable, and at the expiration of the Term still is, in full compliance with this Agreement, and all other contracts between the Franchisee and City Licensee or companies associated or affiliated with City Licensee, and in particular, has paid all sums owing to City Licensee and such other companies, as and when due; and (3) Franchisee's Vehicle meets City Licensee's then-current requirements; and (4) Franchisee pays to City Licensee all unpaid amounts plus all expenses incurred by City Licensee to cover its costs of evaluating Franchisee's request for a new agreement, including, but not limited to, legal fees for the preparation of documents; and (5) Franchisee executes and delivers a general release of City Licensee, SuperShuttle and their respective affiliates and associates, officers, directors, shareholders, employees, agents and representatives, in a form determined by City Licensee; and (6) Franchisee shall notify City Licensee no later than forty-five (45) days prior to the expiration of the Term or renewal term, as applicable, of this Agreement if Franchisee wishes to enter into a new Franchise Agreement with City Licensee at the expiration of the Term or renewal term, as applicable. Bwi 2011 (10-yr) 4 12ess39ss.2 Franchisee shall have no right to enter into a new agreement with City Licensee if Franchisee fails to do so or if Franchisee fails to comply with each of the conditions set forth above in a timely manner or if Franchisee fails to return to City Licensee any documents within twenty (20) days after City Licensee has delivered them to Franchisee. 2. VEHICLE A. VEHICLE ACQUISITION Franchisee shall purchase or lease a van meeting the System's specifications, including but not limited to make, model, color, size, age and mechanical condition (the "Vehicle"). Franchisee acknowledges that the System's specifications for the Vehicle may include a requirement that the Vehicle operate on alternative fuel. Franchisee understands and acknowledges that the System specifications for vehicles may change from time to time and that the Franchisee's Vehicle may not be the same make or model as vehicles operated by other franchisees. City Licensee or its affiliate may, but is not required to, offer to lease the Vehicle to Franchisee. Franchisee may lease or purchase the Vehicle from a third party. Franchisee understands and acknowledges that the lessor may require payment of a security deposit. B. VEHICLE REPLACEMENT Franchisee agrees and acknowledges that during the Term Franchisee may be required to replace the Vehicle in order to comply with Regulating Authorities' requirements, including without limitation, those of the airport(s) at which it operates, or to meet the requirements of an airport contract that City Licensee has entered into with a Regulating Authority. C. MODIFICATION OF VEHICLE, EQUIPMENT AND SIGNAGE Franchisee shall modify the Vehicle in accordance with the specifications set forth in the Manual (as defined below). City Licensee shall install in Franchisee's Vehicle certain specialized data transmission equipment that is necessary in order for Franchisee to receive information and communications from City Licensee concerning customers. Accordingly, Franchisee agrees to enter into the Communication and Specialized Equipment Agreement that is attached hereto as Exhibit and incorporated by this reference as though set forth in full herein. Franchisee acknowledges that the Communication and Specialized Equipment Agreement requires that City Licensee install the equipment and that Franchisee pay City Licensee a deposit for such equipment. Franchisee also acknowledges that City Licensee will apply the decals with the Marks to Franchisee's Vehicle and that Franchisee must pay a deposit for the decals that will be refunded when Franchisee's Vehicle is properly de-identified in accordance with the requirements of this Agreement upon termination or expiration. Franchisee acknowledges that Franchisee must pay the fee described in Section 7D to City Licensee for the application of the decals to Franchisee's Vehicle. Franchisee further agrees to place or display on the Vehicle and other equipment all such signs, emblems, lettering, and logos as are required by City Licensee, and only such items. In addition, Franchisee agrees to refurbish the Vehicle at intervals determined by City Licensee to reflect changes in the image, design, format or operation of the System and the Marks. Franchisee further BWI 2011 (10-yr) 5 126639662 agrees to use only such business cards, invoices, order forms, receipts and other goods that are from time to time approved in writing. D. MAINTENANCE CONDITION AND APPEARANCE OF VEHICLE (1) Franchisee agrees to maintain the physical and mechanical condition, appearance and efficient operation of the Vehicle, all as set forth from time to time in the Manual, including without limitation compliance with all of the manufacturer's specifications on the mechanical condition of the Vehicle. Franchisee acknowledges that City Licensee's agreement with the airport(s) in the Territory may require that franchisees comply with a preventive maintenance schedule. If so, the Manual will include a preventive maintenance schedule with which Franchisee shall comply. Franchisee shall submit reports to City Licensee and otherwise demonstrate to City Licensee that Franchisee is complying with the maintenance requirements of the Vehicle. (2) Franchisee acknowledges and agrees that City Licensee may inspect the Vehicle from time to time. Franchisee's Vehicle will be clean, free of dents and scratches and other damage, free of mechanical problems which adversely affect its appearance or which render the Vehicle unsafe, excessively noisy or uncomfortable in which to ride. Franchisee agrees to make its Vehicle available for inspection to City Licensee or a designee of City Licensee's upon request. (3) Franchisee agrees to maintain the condition and appearance of the Vehicle in accordance with the standards and requirements specified in the Manual including, without limitation, refurbishing the Vehicle, from time to time, replacing worn out or obsolete equipment, and repairing or repainting of the Vehicle. Franchisee acknowledges that regulations of the airport(s) in the Territory may require that Franchisee replace the Vehicle and Franchisee agrees to do so. (4) Franchisee acknowledges the critical importance of keeping the Vehicle in the best possible mechanical operating condition and the critical nature of the obligation to do so and to avoid any and all safety violations. Franchisee further acknowledges the importance of avoiding any danger whatsoever to passengers and to the general public. E. EQUIPMENT SIGNAGE AND SERVICE SPECIFICATIONS Franchisee agrees to use all equipment, signage, uniforms and services and only such equipment, signage, uniforms and services as have been approved for the System from time to time. All such equipment, signage, uniforms and services shall be purchased from suppliers designated or approved by City Licensee who meet the System standards and specifications. I BWI 2011 (10-yr) 6 126639662 F. SPECIAL EQUIPMENT Certain equipment is necessary to operate within the SuperShuttle Trip Generating System, to maintain the SuperShuttle brand standard and to comply with regulatory requirements. That equipment and general specification shall be determined by City Licensee. Current specifications are listed in the Manual. ln addition to the specialized equipment, the airport authority may require an Automatic Vehicle Identification Transponder or other similar vehicle tracking devices. The transponder or other vehicle tracking devises may be supplied and installed by the airport authority or by City Licensee. 3. TRAINING AND OPERATING ASSISTANCE A. FRANCHISEE ORIENTATION AND INITIAL TRAINING (1) The parties acknowledge that franchisee orientation and training are vital components of the SuperShuttle System and are necessary, both to comply with airport and government regulations and to ensure that the SuperShuttle System standards are maintained. The Regulating Authorities may require specific training of Operators, as defined below. Such requirements are addressed in City Licensee's curriculum under the general headings of airport rules and regulations, applicable laws and regulations. The parties acknowledge that the SuperShuttle System is a franchise system and, accordingly, the public expectation is that there is a consistent level of senrice rendered by franchisees and that Franchisee present a consistent appearance. While every Operator is expected to have the basic skills required to operate a passenger van, there are many elements unique to the SuperShuttle franchise system. Training consists, among other things, of reviewing the basic skills to operate a passenger vehicle, as well as training in matters that are unique to the SuperShuttle System. These may include, without limitation, training in SuperShuttle brand standards and in the operation of the communications systems. (2) City Licensee shall furnish to Franchisee, and, if applicable, to any person authorized to drive the Vehicle, an initial training program during such period as City Licensee designates. The term "Operator" shall refer to Franchisee and any other person authorized to operate the Vehicle who meets the qualifications set forth in the Manual, including without limitation, the successful completion of the initial training program and a satisfactory report on a background check. The training program may be furnished at City Licensee's principal offices or at another location. All Operators must satisfy each of the published objectives of the franchisee orientation and initial training program and pass any written or practical examinations administered. Operators must be partners, members, employees or shareholders of Franchisee. (3) During the franchisee orientation and initial training, City Licensee shall evaluate an Operator's fitness to operate under this Agreement. Upon notice to Franchisee that City Licensee has determined that an Operator lacks such fitness, or that an Operator has failed to complete the initial training program awr 2011 (10-yr) 7 126639662 to City Licensee's satisfaction, the Franchisee shall remove that Operator from its list of qualified drivers. If the Operator is the sole owner of the Franchisee, the Franchisee shall not be permitted to operate until such time as the Franchisee has an Operator, who is a member, partner, shareholder, or employee of the Franchisee, who does complete the initial training to City Licensee's satisfaction. The Franchisee shall be given a reasonable time, not to exceed one hundred twenty (120) days from the date of this Agreement to secure Operator who meets City Licensee's qualifications, including without limitation, completion of initial training to City Licensee's satisfaction. Should the Franchisee not provide a suitable Operator, it shall be deemed to be in breach of this Agreement. (4) In order to comply with Regulating Authorities' requirements to maintain the standards of the System, the Franchisee shall ensure that any Operator subsequently engaged to operate the Vehicle has completed the necessary training, including subsequent retraining as may be required by Regulating Authorities, including without limitation, accessible service, customer sen/ice training, and/or training provided by the Regulating Authority(ies). Franchisee shall have its Operators attend City Licensee's training courses. (5) City Licensee shall have the right to charge Franchisee each time that_City Licensee provides such training to any Operator other than Franchisee. Such charge shall equal City Licensee's total cost to provide training, including a reasonable amount for overhead. (6) lf a new service or method of operation is introduced in the System, or if a Regulating Authority requires City Licensee to provide additional training or on-going subsequent training, Operators may be required to attend a training course with respect to such sen/ice or method of operation. City Licensee may require that Franchisee pay a fee to cover City Licensee's expenses in conducting any such course. (7) Franchisee shall be responsible for all gas, parking and food expenses, if any, that each Operator incurs in connection with initial training and any subsequent training programs. (8) City Licensee may, in its sole discretion, waive the requirement of initial training or a part of the initial training if Franchisee or an Operator has sufficient experience or has obtained satisfactory training elsewhere and has a satisfactory driving record. Franchisee must provide City Licensee with evidence satisfactory to City Licensee of such experience, training and driving record. B. MANUAL In accordance with the System, City Licensee will lend to Franchisee during the Term a manual containing mandatory specifications, standards, operating procedures and rules for the SuperShuttle System prescribed from time to time and containing information relative to other obligations of Franchisee hereunder (the "ManuaI"). All such specifications, standards, operating procedures and rules prescribed from time to time in Bw: 2011 (10-yr) 8 126639662 the Manual, or otherwise communicated to Franchisee in writing, shall constitute provisions of this Agreement as if fully set forth herein and shall be kept confidential by Franchisee. The parties acknowledge that the specifications and procedures set forth in the Manual result from and provide to Franchisee recent information on the requirements of Regulating Authorities and the System which is designed only to promote uniformity and quality of the services offered to the public under the Marks. Franchisee will not at any time copy any part of the Manual, disclose any information contained in the Manual to others or permit others access to the Manual. Franchisee acknowledges and agrees that Manual may be modified from time to time to reflect changes in the standards of authorized services or the System; provided, however, no such modification shall alter Franchisee's fundamental status and rights under this Agreement. Franchisee covenants to accept, implement and adopt any such modifications at Franchisee's own cost. The Manual contains proprietary information belonging to SuperShuttle and Franchisee acknowledges that it is, and shall remain, the property of SuperShuttle. Franchisee shall return the Manual to City Licensee at the end of the Term. All references herein to the Agreement shall include the provisions of the Manual and all such mandatory specifications, standards, procedures and rules, and such additions and modifications thereto. Consistent with the goals of the System, Franchisee shall be responsible for the day-to-day operation of Franchisee's business. 4. OPERATION BY FRANCHISEE A. AUTHORIZED SERVICES Franchisee shall offer to customers all services, and only those services, designated by City Licensee from time to time, and shall provide such services strictly in accordance with the standards and specifications described in the Manual and during the initial training program. ,Franchisee understands and agrees that operation of the business contemplated by this Agreement is regulated by government and other authorities and that City Licensee's designation of services is based in part on what is permitted by such regulations. Subject to the requirements of the airport(s) in the Territory and other Regulating Authorities, City Licensee shall have the right at any time to add to, or subtract from, the range of services to be provided under the System. Franchisee expressly concurs in this right. B. STANDARDS OF SERVICE AND OPERATION Franchisee shall at all times give prompt, courteous, friendly, and efhcient service to all customers as an integral part of its responsibilities under the System, and to comply with the standards and requirements regarding the sen/ice to customers imposed by the Regulating Authorities. Franchisee shall in all dealings with all customers, the public, City Licensee and its employees and other franchisees, adhere to the highest standards of honesty, integrity, fair dealing and ethical conduct. Franchisee agrees not to deviate from the standards, specifications and operating procedures as specified in this Agreement and the Manual in order to ensure uniformity and quality of services offered to the public under the Marks. Franchisee agrees and acknowledges that City Licensee may receive customer complaints about Franchisee or Franchisee's sen/ice and may incur costs in resolving such complaints which are subject to reimbursement under Section 7C below. Franchisee agrees to cooperate with City Licensee, upon City Licensee's request, in BWI 2011 (10-yr) 9 126639662 1 resolving such customer complaints. Franchisee shall cause all Operators of the Vehicle to comply with the provisions of this Section including, without limitation: (1) any and all rules and regulations imposed by the airport(s) and other Regulating Authorities in the Territory including, without limitation, the Tariff and requirements imposed by the Maryland Department of Transportation, the applicable Motor Vehicle Department and the District of Columbia Taxicab Commission; (2) use of all equipment; (3) safety, maintenance, cleanliness, function and appearance of the Vehicle; (4) uniforms or clothes to be worn by, and general appearance of Operators; (5) use of all Marks; (6) identification of Franchisee as a registered user of the Marks (where applicable) and as the owner of the Vehicle. C. DUTY TO DILIGENTLY CARRY OUT OBLIGATIONS The operation of the Vehicle shall be under the direct supervision of Franchisee and Franchisee shall be the principal driver of the Vehicle. Franchisee may utilize an Operator to substitute for Franchisee in operating the Vehicle; provided, however, that Franchisee provides advance written notice and documentation to City Licensee, in a form acceptable to City Licensee, of Franchisee's intent to utilize an Operator, in addition to Franchisee. Such Operator must be an employee, agent, a shareholder, partner or member of Franchisee and must complete the initial training program to City Licensee's satisfaction and must othen/vise meet City Licensee's criteria for operators. Franchisee agrees at all times to perform Franchisee's obligations hereunder, faithfully, honestly and diligently and that neither Franchisee nor any officer, director, executive, shareholder, partner or owner of Franchisee (if Franchisee is an entity) will engage in any business or other activity that will conflict with Franchisee's obligations hereunder, including, without limitation, owning, operating, representing or other involvement in another business that provides transportation services. Franchisee shall not use the Marks, Trade Dress, systems, methods, techniques or any proprietary or confidential information which Franchisee obtains as a result of this Agreement to operate, assist, consult with or advise any other business or in any other manner whatsoever other than in connection with fulfilling Franchisee's obligations hereunder. D. SYSTEM CHANGES Franchisee acknowledges that the System must continue to evolve in order to reflect changing markets and to meet new and changing business demands, and that accordingly variations and additions to the System may be required from time to time in order to preserve and enhance the public image of SuperShuttle. Accordingly, Franchisee agrees that City Licensee may from time to time hereafter, upon notice, add to, subtract from or otherwise modify or change Franchisee's obligations under the System, including, without limitation, changes reflecting SuperShuttle's adoption and use of new or modified Bw: 2011 (10-yr) 10 126639662 Marks, services, equipment and new techniques relating to the promotion and marketing of shuttle services. Franchisee agrees to accept and implement all such additions, modifications and changes at Franchisee's sole cost and expense. E. COMPLIANCE WITH LAW AND GOOD BUSINESS PRACTICES (1) (2) (3) (4) (5) BWI 2011 (10-yr) 126639662 Prior to commencing operations, Franchisee shall secure in Franchisee's name as the owner of an independent business all required licenses, permits and certificates relating to Franchisee's operation of the Vehicle in the Territory, and shall transmit copies of all such licenses, certificates and permits to City Licensee. Franchisee acknowledges that such licenses, certificates and permits may require the payment of security deposits and other fees. Franchisee shall maintain all such licenses, permits and certificates in full force and effect throughout the Term of this Agreement. Franchisee shall cause all Operators of the Vehicle to operate in full compliance with all applicable laws, ordinances and regulations, including, without limitation, the rules, regulations, rates and tariffs filed by City Licensee or SuperShuttle with and approved by applicable Regulating Authorities from time to time, the rules and regulations of all airport(s) in the Territory, all speed and traffic laws and, if applicable, all government regulations relating to occupational hazards and health, worker's compensation insurance, unemployment insurance and withholding and payment of federal and state income taxes and social security taxes. Franchisee acknowledges and agrees that the driving records of Operators must reflect the safety standards required by City Licensee, which may be revised and updated from time to time. Franchisee also acknowledges and agrees that Franchisee and its Operators may be required to undergo periodic physical examinations and drug tests by airport(s) located in the Territory, by another Regulating Authority or otherwise in accordance with City Licensee's policy. Franchisee agrees to cooperate with any and all inquiries or investigations (which may include drug testing) conducted by City Licensee or a Regulating Authority. Immediately upon receipt of any citation, notice, complaint or other indication that any Operator has violated any law or regulation either in connection with the operation of the Vehicle or othenivise, Franchisee shall immediately notify City Licensee and transmit copies of all such citations, notices, complaints or other such indications. In the event an Operator is involved in any accident, the _Operator and Franchisee shall follow all procedures required by the Manual, including making an immediate report to City Licensee. Franchisee shall be responsible for and shall bear the costs of any such citation, notice, complaint or accident. Franchisee acknowledges and agrees that the operation of the Vehicle in a manner other than as required by the System may result in adverse consequences to City Licensee and SuperShuttle. ln particular, Franchisee's (or its Operator's) failure to comply with the rules, regulations, rates and tariffs approved by applicable Regulating Authorities may result in fines and 11 suspension being imposed on City Licensee. Therefore, Franchisee agrees that City Licensee may institute a system whereby points are awarded to Franchisee each time Franchisee fails to comply with such rules, regulations, rates and tariffs and accumulation of points may result in fines and termination of Franchisee. This provision is in addition to and not in limitation of all other rights and remedies City Licensee has under this Agreement or othen/vise. F. RESERVATIONS DISPATCH CASHIERING AND VOUCHERS During the Scheduled Hours, Franchisee shall only operate the Vehicle using the Trip Generating System. The "Trip Generating System" means City Licensee's dispatch and SuperShuttle's reservations system for transporting customers and baggage. Franchisee shall set its own schedule for performing services under the Trip Generating System and report the schedule to City Licensee on a weekly basis, as required by City Licensee. Franchisee shall then operate during the hours pursuant to the schedule submitted to City Licensee. When operating under the Trip Generating System, Franchisee agrees and acknowledges that Operators must receive all assignments to transport customers, including customers with special accessibility needs, and baggage via City Licensee's dispatch and the SuperShuttle reservations system or othenrvise in accordance with the procedures required by the Trip Generating System. Franchisee agrees to operate, and to cause any Operator to operate, in accordance with procedures then in effect for the Trip Generating System, as may be set forth in the Manual. When operating under the Trip Generating System, Franchisee acknowledges the need to respond to customer needs. Therefore, Franchisee acknowledges and agrees that Operators shall accept all assignments to transport customers delivered via the Trip Generating System, and acknowledges that failure to accept assignments interferes with the ability to serve customers effectively, and therefore materially impairs the operation and reputation of SuperShuttle, City Licensee and the System. Failure to accept an assignment from the Trip Generating System may result in Franchisee's obligation to pay a fee which will be paid to the driver who does accept such assignment. (1) If Franchisee elects to conduct Charter Operations, Franchisee shall notify City Licensee in advance of all such operations, shall submit all reports required by City Licensee with respect to Charter Operations and shall pay the License Fee and other fees required by Section 7 with respect to revenue from Charter Operations. (2) Franchisee further agrees and acknowledges that Franchisee must follow City Licensee's procedures then in effect for cashiering all customer payments made by credit card, as may be set forth in the Manual. (3) From time to time City Licensee or SuperShuttle may negotiate special arrangements with various parties involving group rates and discounts. Franchisee agrees to accept vouchers and coupons from such customers. Franchisee also agrees to participate in direct billing and promotional programs that City Licensee or SuperShuttle may negotiate. Such vouchers or coupons may be redeemed upon submission to City Licensee in accordance with the procedures established in the Manual. BWI 2011 (10-yr) 12 126639662 G. COMPLIANCE WITH REPORTING REQUIREMENTS Franchisee acknowledges that City Licensee may be required to file (1) reports with applicable Regulating Authorities (including the airport(s) in the TerritoW); and (2) returns disclosing gross passenger revenues received by franchisees. Franchisee further understands that failure to submit such reports and returns may result in suspension or revocation of City Licensee's operating authority pursuant to which Franchisee and the other franchisees operate. Franchisee also acknowledges that City Licensee and SuperShuttle may now or in the future be required by other Regulating Authorities to report additional information concerning maintenance of the Vehicle and revenues and costs incurred by individual franchisees. Accordingly, Franchisee agrees as follows: (1) Franchisee will maintain and accurately report to City Licensee all information City Licensee may from time to time require, including passenger volumes carried and gross revenues received by Franchisee, and shall maintain and submit upon request trip sheets, maintenance records, and other written reports City Licensee may from time to time require, all at the time and in the manner set forth in the Manual. Franchisee shall provide City Licensee with a copy of all periodic reports delivered to Franchisee and by Franchisee from all Regulating Authorities including without limitation the department of motor vehicles, forthwith upon receipt. (2) Franchisee will maintain such records as are required to permit City Licensee and the Regulating Authority to conduct an audit of Franchisee's reports. (3) In the event of an audit of either Franchisee or City Licensee by a Regulating Authority, Franchisee agrees to fully cooperate with City Licensee in the preparation and compilation of individual or summary records to be submitted in connection with such an audit. City Licensee shall also have the right to audit Franchisee's records. lf any such audit reveals that gross revenues, passenger volumes or other similar information reported by Franchisee in any report or statement are less than the actual amount ascertained by the audit, then Franchisee shall immediately pay City Licensee the additional amount owing by reason of the understatement. lf any audit reveals that Franchisee understated any amount reported, Franchisee shall, in addition to making the payment provided for in the preceding sentence, pay and reimburse City Licensee or the applicable Regulating Authority for any and all reasonable expenses incurred in connection with the audit, including, without limitation, reasonable accounting and legal fees. This provision is in addition to and not in limitation of all other rights and remedies City Licensee has under this Agreement or otherwise. (4) Franchisee will at all times comply with all federal, state and local tax filing and payment requirements. In the event of an audit, Franchisee agrees to make its tax filings available to City Licensee. Franchisee shall deliver to City Licensee a tax certification report in a form and frequency required by City Licensee. BWI 2011 (10-yr) 1 3 126639662 (5) Franchisee agrees to indemnify and hold City Licensee, its parent, affiliates, directors, officers, employees and agents harmless from any claims (as defined in Section 14 below), penalties, assessments, or other direct or indirect losses arising out of any failure by Franchisee to truthfully and accurately report gross revenues, passenger volume or other information 'to City Licensee. 5. INSURANCE Franchisee acknowledges that an airport or another Regulating Authority may require that Franchisee obtain insurance through City Licensee. lf there is such a requirement, Franchisee agrees that City Licensee shall obtain insurance coverage in amounts that City Licensee determines (which will be at least the amount required by statute and by the airport or other Regulating Authority) and Franchisee shall reimburse City Licensee for its costs in doing so. Franchisee acknowledges that City Licensee shall determine the carrier (which may be an affiliate of City Licensee), the risks and coverages for which insurance shall be obtained and the amounts of coverage. If neither the airport at which Franchisee operates nor any Regulating Authority requires that Franchisee obtain insurance through City Licensee, Franchisee shall obtain the insurance coverage that City Licensee requires from insurers who meet City Licensee's criteria. Franchisee also acknowledges that City Licensee may periodically increase the amounts of coverage required under such insurance policies and require different or additional kinds of insurance at any time, including excess liability insurance, to reflect inflation, identification of new risks, changes in law or standards of liability, higher damage awards, carrier assessed surcharges on a vehicle(s), or other relevant changes in circumstances. Such insurance policies shall name Franchisee and any other Operator, City Licensee and SuperShuttle and their parents and affiliates and, if required, an airport in the Territory, as additional insureds and shall provide for thirty (30) days' prior written notice to City Licensee, SuperShuttle and such airport, if applicable, of any material modification, cancellation, or expiration of a policy. The maintenance of such insurance shall not relieve Franchisee of any obligation under this Agreement. The issuer of any insurance policy shall have a Certificate of Authority to transact insurance business in the States of Maryland and Virginia or have a Best's rating of at least A and a Best's Financial Size Category of Class IV or better, according to the most current edition of Best's Key Rating Guide. 6. TRADE SECRETS Franchisee acknowledges that there is information disclosed by City Licensee pursuant to this Agreement, -during the initial training program and in the Manual, that is proprietary, confidential and a trade secret of SuperShuttle. Franchisee agrees to maintain the absolute confidentiality of all such information during and after the Term of this Agreement and not to use any such information in any other business or in any manner not specifically authorized or approved in writing by City Licensee and SuperShuttle. Franchisee shall not make copies of such information or divulge such information to any other person. Franchisee shall not enter into any employment relationship, affiliation or association with any competitor of City Licensee or SuperShuttle, nor shall Franchisee obtain or maintain any interest in any such competitor. Franchisee shall obtain from Operators a written agreement to keep absolutely confidential all such trade secrets and to refrain from any employment by, association or affiliation with or interest in any business BWI 2011 (10-yr) 14 126639662 that is competitive with that of City Licensee or SuperShuttle. Such agreement shall be in a form approved by City Licensee. A ln particular, and not in limitation of the foregoing, Franchisee expressly agrees that it may not `conduct>>Charter Operations, as defined below, in competition with SuperShuttle. Franchisee recognizes that: 1) this restriction is necessary to safeguard the brand image and to protect the interests of the System; 2) is customary in franchised businesses to protect a franchisor's trade secrets; and 3) may be required by the Regulating Authorities. Franchisee shall not use any equipment provided by SuperShuttle or carry any label or mark of SuperShuttle for any purpose except those in furtherance of this Agreement. Franchisee shall not use or disclose any proprietary information or methods for any purpose except in furtherance of this Agreement. 7. FEES A. LICENSE FEES ln consideration of the rights granted hereunder, Franchisee shall pay to City Licensee ten per cent of all Gross Revenues received by Franchisee on account of operation of the Vehicle ("License Fee"). The License Fee shall be due and payable at or before noon each Monday for operations conducted the immediately preceding Monday through Sunday. "Gross Revenues" shall mean and include any and all fares, revenues from Charter Operations, amounts received on account of all vouchers (except as provided below) and all other revenue Franchisee receives on account of the operation of the Vehicle pursuant to this Agreement. Gross Revenues does not include amounts Franchisee receives from City Licensee on account of vouchers issued by City Licensee or SuperShuttle which Franchisee receives from customers for complimentary services. Gross Revenues does include amounts received on discounted fares or fares in which the customer redeems a coupon. B. SYSTEM FEE In addition to the amount payable pursuant to Section 7A above, Franchisee shall pay to City Licensee the sum of Five Hundred Sixty-Three Dollars ($563.00) per week for a 24 Hour Franchise and Three Hundred Seventy-Five Dollars ($375.00) per week for an AIVI Franchise or PM Franchise (the "System Fee"). The System Fee is due and payable on the same weekly basis at the same time as the License Fee. Except as provided in this Section 7B, the System Fee accrues throughout the Term of this Agreement, and continues to accrue and be due and payable as provided above whether or not the Franchisee's Vehicle is operational and whether or not Franchisee utilizes the Trip Generating System. City Licensee shall waive Franchisee's obligation to pay the System Fee for up to four (4) calendar weeks per year as designated by Franchisee with at least one week's prior written notice to City Licensee, during which time Franchisee's Vehicle will be non-operational. C. REIMBURSED EXPENSES (1) ln addition to all other amounts payable hereunder, Franchisee shall reimburse City Licensee for all airport loop fees, airport vehicle permits, airport concession fees, automated vehicle identification fees, if BWI 2011 (10-yr) 1 5 126669662 applicable, and vehicle inspection fees assessed City Licensee for the operation of Franchisee's Vehicle at the airport(s) ("Airport Expenses"). Franchisee understands that these fees are currently imposed by the 'airport by charging a fee equal to fifteen percent of outbound revenue and Franchisee acknowledges and agrees that City Licensee shall deduct this amount from all Franchisee's outbound revenue two times per week. Further, the parties acknowledge that the manner in which these fees may be imposed by the airport are subject to change. Franchisee agrees to reimburse City Licensee for such fees in any amount or manner imposed by the airport. (2) Franchisee shall reimburse City Licensee for any and all costs City Licensee incurs on behalf of Franchisee such as alternative fuel costs, pager costs, toll fees, vehicle maintenance and/or inspection fees, Nextel phone charges or similar phone system charges, any fines assessed against City Licensee due to Franchisee's acts or failure to act, any parking tickets, and for all other items that City Licensee may pay or order on Franchisee's behalf, such as uniforms. lf City Licensee receives a customer complaint about Franchisee or Franchisee's sen/ice and incurs costs in resolving it, those costs are also included in the amount to be reimbursed. City Licensee will deliver an invoice to Franchisee on a basis for any cost subject to reimbursement and such amounts are due and payable by Franchisee on receipt of the invoice. (3) Franchisee shall reimburse City Licensee for vehicle insurance costs on a weekly basis to be received by City Licensee on or before noon on Monday of each week. City Licensee will notify Franchisee in writing of the amount of reimbursement on a periodic basis. D. DECAL FEE Franchisee shall pay City Licensee a fee of Two Hundred Fifty Dollars ($250.00) for the application of vehicle decals to Franchisee's Vehicle when such decals have been applied and Franchisee begins operations, unless the vehicle decals are applied as part of the vehicle lease agreement with City Licensee's affiliate. E. NONPAYMENT ln the event City Licensee does not receive Franchisee's License Fee or System Fee by the dates they are due, or if City Licensee does not receive Franchisee's Airport Expenses or reimbursement expenses upon receipt of City Licensee's invoice or any other payment owed by Franchisee to City Licensee or to SuperShuttle, Franchisee acknowledges that, in addition to exercising all other rights and remedies that City Licensee has, City Licensee may refuse to provide Franchisee with Trip Generating System services until City Licensee receives such payment(s) and all applicable late fees and interest. Duringlsuch period of time, neither Franchisee nor its Operator(s) is permitted to operate the Vehicle as a business vehicle. Franchisee agrees and acknowledges that nonpayment or late payment of fees may also result in the termination of this Agreement. Bwi 2011 (10-yr) 16 F. INTEREST ON LATE PAYMENTS In addition to all other rights and remedies that accrue to City Licensee, late or overdue payments shall bear interest after the due date at the highest applicable rate allowed by law for open account business credit, not to exceed two percent per month. Franchisee acknowledges that this provision does not constitute agreement by City Licensee to accept such payments after they are due or a commitment to extend credit to, or othen/vise finance such amounts. G. NOT WITHHOLD PAYMENT Franchisee agrees that Franchisee will not, on the grounds of the alleged nonperformance by City Licensee of any of its obligations hereunder or for any other reason whatsoever, withhold payment of any amounts due, nor shall Franchisee have any right of offset. H. APPLICATION OF RIGHT OF OFFSET Notwithstanding any designation by Franchisee, Franchisee agrees and acknowledges that City Licensee shall apply payments by Franchisee as follows: first to the License Fee and System Fee, second to Airport Expenses and reimbursed expenses, third to training charges, fourth to interest on late payments, fifth to audit fees or attorney's fees, sixth to the cost of any insurance coverage, and seventh, to any amounts collected on behalf of and due to a third party. This priority of applications is subject to change at any time. City Licensee shall have discretion to apply any payments by Franchisee or any security deposits paid by Franchisee to any past due indebtedness of Franchisee. ln addition, City Licensee shall have the right to offset any amounts due to it or its affiliates against any amounts to be paid to Franchisee, including but not limited to applying any amounts held by City Licensee as a security deposit against any amounts due to City Licensee or its affiliates. 8. ADVERTISING Franchisee acknowledges that City Licensee and SuperShuttle may conduct advertising and promotional activities with respect to the System. In order to protect ownership of the Marks, Franchisee shall not engage in any advertising or promotional activities, including without limitation, affixing any advertising materials to the Vehicle, without the prior written consent of City Licensee, including van back advertising or top sign advertising, if applicable. Franchisee agrees to display on the Vehicle such advertising and signage as shall be specified from time to time in the Manual or as othen/vise required by City Licensee, including van back advertising and/or top sign advertising, if applicable. In exchange for Franchisee's cooperation with van back advertising and/or top sign advertising, City Licensee, on occasion and on a case-by-case basis depending on the advertising campaign, may offer a revenue share payment to Franchisee. Franchisee agrees that at all times and in all of its business dealings, it will identify itself as a franchisee of City Licensee. Franchisee further agrees that it will not identify itself as being City Licensee or SuperShuttle or a subsidiary, division, partner, joint venturer, agent or employee of City Licensee, SuperShuttle or of other franchisees. BWI 2011 (10-yr) 17 126639662 9. INSPECTION RIGHTS To determine whether Franchisee is complying with this Agreement, City Licensee and its representatives and designees shall have the right, without prior notice to Franchisee, to inspect the Vehicle and to inspect and request copies of any and all business records and documents of Franchisee relating in any way to the operation of the business licensed hereunder. Franchisee shall fully cooperate with City Licensee or any such representative or designee making, requiring, conducting, supervising or observing any such inspection. City Licensee may notify Franchisee of any deficiencies whereupon Franchisee shall immediately take all corrective action required by City Licensee. 10. MARKS AND TRADE DRESS A. OWNERSHIP OF MARKS AND GOODWILL Franchisee's right to use the Marks and Trade Dress is derived solely from, and subject to the terms and conditions of this Agreement. Such right is limited to the operation of the Vehicle in accordance with this Agreement and all mandatory standards, specifications and operating procedures prescribed from time to time. Franchisee agrees not to contest or oppose, nor to assist anyone else to contest or oppose, directly or indirectly, SuperShuttle's application for, or registration of, or the validity or enforceability of, any of the Marks and Trade Dress. Franchisee agrees that its usage of the Marks and Trade Dress and any goodwill established thereby shall enure to the exclusive benefit of SuperShuttle. B. LIMITATIONS ON USE OF MARKS AND TRADE DRESS If local laws require that Franchisee file a registration stating that Franchisee is conducting business under an assumed name or trade name, Franchisee shall state in such document that the same is made as a sublicensee of SuperShuttle. Franchisee shall not use any of the Marks, similar words or colorable imitations thereof as part of any name of any corporation, partnership or other business entity, or with any other prefix, suffix or other modifying words, terms, designs or symbols, or in any modified form; nor may Franchisee use any of the Marks in connection with the sale of any unauthorized service or in any other manner not explicitly authorized in writing by City Licensee or SuperShuttle. C. DEFENSE OF TRADEMARKS BY CITY LICENSEE (1) ln the event that Franchisee receives notice or learns of a claim, suit, demand or proceeding against Franchisee on account of any alleged infringement, unfair competition, or similar matter relating to Franchisee's use of the Marks in accordance with the terms of this Agreement, Franchisee shall notify City Licensee of such claim, suit, demand or proceeding. Franchisee shall have no power, right, or authority to settle or compromise any such claim by a third party without the prior written consent of City Licensee. City Licensee shall defend, compromise or settle, at its sole discretion, any such claim at City Licensee's cost and expense, using attorneys of its own choosing, provided that Franchisee is then in compliance with all material provisions of this Agreement and provided that Franchisee agrees to cooperate fully with City Licensee in connection with the defense of BWI 2011 (10-yr) 8 126639662 any such claim. Franchisee irrevocably grants City Licensee authority and power of attorney to defend or settle all of such claims, demands, suits or proceedings. (2) In the event that Franchisee receives notice or is informed or learns that any third party, which Franchisee believes to be unauthorized to use the Marks, is using the Marks or any variants thereof, Franchisee shall notify City Licensee. Thereupon, City Licensee shall, in its sole discretion, determine whether or not it wishes to undertake any action against such third party on account of said person's alleged infringement of the Marks. In the event City Licensee undertakes such action, it shall have the authority and power of attorney to defend or settle such action. Franchisee agrees to render such assistance as City Licensee shall reasonably demand to carry out the prosecution of any such action. Franchisee shall have- no right to prosecute any claim of any kind or nature whatsoever against such alleged infringer for or on account of said alleged infringement. (3) Franchisee acknowledges that SuperShuttle is the owner of the Marks and that references to City Licensee's rights and obligations in this Section shall not imply any ownership rights on the part of City Licensee. Franchisee further acknowledges that SuperShuttle may also exercise the rights accorded City Licensee in this Section relating to the Marks. D. COPYRIGHT Franchisee acknowledges that SuperShuttle has developed, and may further develop during the Term, the Manual and certain artistic designs, and certain other word combinations designated for use by Franchisee. Franchisee acknowledges that SuperShuttle retains all right, title and interest thereto as provided by copyright law to the originator of works and, further, that Franchisee is licensed to use such copyrighted materials solely in accordance with the terms and during the Term of this Agreement. E. SOCIAL MEDIA Franchisee agrees and acknowledges that Franchisee is obligated to comply with SuperShuttle's on-line policy which is subject to change by SuperShuttle from time to time. Franchisee agrees and acknowledges that individual franchisee websites are prohibited. Franchisee further agrees and acknowledges that City Licensee and SuperShuttle may review and monitor all on-line content on social media sites, blogs, electronic communication and other on-line sites on which its trademarks, service marks, trade names, copyrights or any similar marks are used. Franchisee agrees to remove SuperShuttle's trademarks, service marks, trade names, copyrights or any similar marks from any on-line site(s) or other usage upon request of City Licensee, including, without limitation, those containing content that SuperShuttle deems to be scandalous, immoral or detrimental to SuperShuttle's image. Franchisee further agrees and acknowledges that City Licensee and SuperShuttle may prohibit use of SuperShuttle's trademarks, sen/ice marks, trade names, copyrights or any similar marks on any site or all sites. BWI 2011 (10-yr) 1 9 12ss39ss_2 11. TERMINATION The following provisions are in addition to and not in limitation of any other rights and remedies City Licensee may have at law or in equity, all of which are expressly reserved. The exercise by City Licensee of any right or remedy shall not be deemed an election of remedies. A. WITH NOTICE AND NO OPPORTUNITY TO CURE This Agreement shall immediately terminate on delivery of notice of termination to Franchisee by City Licensee upon the occurrence of any of the following events, each of which is deemed to be an incurable breach of this Agreement and each of which is deemed to be "good cause." If Franchisee: becomes insolvent or admits in writing Franchisee's inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, files a petition under any foreign, state or United States bankruptcy act, receivership statute, or the like or if such a petition is filed by a third party, or if an application for a receiver is made by anyone and such petition or application is not resolved favorably within ninety (90) days; (2) has made any material misrepresentation or omission in the application for appointment as a franchisee or in any report that Franchisee submits to City Licensee pursuant to this Agreement; (3) is convicted by a trial court of or pleads no contest to a felony or other crime or offense or engages in conduct that reflects materially and unfavorably upon the operation and reputation of SuperShuttle, City Licensee or the System; (4) attempts to make or makes an unauthorized assignment, encumbrance or other transfer of Franchisee's rights or obligations under this Agreement; (5) is a party to any other agreement with City Licensee or its affiliates that is terminated for Franchisee's breach thereof; (6) makes any unauthorized use of the l\/larks or Trade Secrets or makes any duplication or disclosure of any Trade Secrets including but not limited to any portion of the Manual; (7) fails on three (3) or more separate occasions during the Term to pay on a timely basis any fees payable hereunder, whether or not such failures to comply are corrected after notice is delivered to Franchisee and whether or not such failures to comply relate to the same or different requirements of this Agreement; (8) fails on three (3) or more separate occasions to comply with a requirement of this Agreement, whether or not such failures to comply are corrected after notice is delivered to Franchisee and whether or not such failures to comply relate to the same or different requirements of this Agreement; swi 2011 (10-yr) 20 12ess9es_2 (9) (10) (11) (12) (13) (14) (15) (16) (17) (18) (19) BWI 2011 (10-yr) 126639662 shall at any time have the Vehicle seized, taken over or foreclosed by a government official in the exercise of such official's duties, or by a creditor, lienholder or lessor of Franchisee, or a writ or levy of execution shall issue against the license granted hereunder or the goods and chattels of Franchisee; fails, for a period of three (3) days after notification of noncompliance, to comply with any federal, state or local law or regulations applicable to the operation of the Vehicle including without limitation noncompliance with regulations concerning the use of two-way radio equipment; if Franchisee's or any Operator's rights under any license, permit or certificate required for the operation of the Vehicle are suspended, terminated or interrupted; or its Operator(s) receives an excessive number of citations, notices, complaints or other evidence of traffic violations in any period of time as determined by City Licensee, or is involved in an excessive number of accidents within any period of time designated by City Licensee, or is involved in an accident that results in serious property damage and/or bodily injury, whether or not in connection with the operation of the Vehicle or othen/vise, or if any other Operator does so and Franchisee continues to permit that;Operator to operate the Vehicle; or its Operator(s) receives an excessive number of complaints, citations, notices as determined by City Licensee, within any period of time designated by City Licensee from airport representatives, customers or from other Regulating Authorities; under-pays its license fees to City Licensee by under-reporting its revenues or an audit reveals that Franchisee has under-reported its revenues to City Licensee for the period that was audited; does not comply with the Tariff currently in effect, or if Franchisee permits an Operator who does not comply with the Tariff to continue to operate the Vehicle; falsifies or alters one or more trip sheets, credit card receipts, training records, driving records; or its Operator(s) tests positive for drugs or alcohol at any time; has its Vehicle repossessed for any reason and does not immediately make alternative arrangements satisfactory to City Licensee to provide transportation to SuperShuttle customers; abandons its Vehicle or abandons its franchise; 21 (20) or its Operator(s) violates the Americans with Disabilities Act, as amended from time to time, or City Licensee's accessibility policy; (21) or its Operator(s) violates City Licensee's policy against workplace violence or its policy against harassment and discrimination; (22) utilizes drivers who have not met the requirements of Operators described above which include the successful completion of City Licensee's training program or does not have an Operator who meets the qualifications set forth in the Manual, including without limitation, completing the initial training to City Licensee's satisfaction, within one hundred twenty (120) days after the date of this Agreement; (23) enters into an employment relationship, or other association or affiliation with a business that is competitive with that conducted by City Licensee or SuperShuttle, or acquires an interest in any such business or in any way (other than pursuant to this Agreement) utilizes any of City Licensee's or SuperShuttle's proprietary information, Trip Generating System, Specialized Equipment and/or any Mark, item of Trade Dress or any other identifying feature; (24) or any of its agents, officers, directors, shareholders, members, managers, partners or Operators act in a fraudulent manner, including without limitation, bribing, threatening, coercing, or joining forces with an employee, subcontractor or agent of City Licensee, other franchisees, or any airport or hotel, either directly or through a social media site, for the purpose of obtaining business at the expense of City Licensee or City Licensee's other franchisees; (25) or its Operator(s) violates City Licensee's on-line policy; (26) or any of its agents, officers, directors, shareholders, members, managers, partners or Operators tampers with, or in any way disables, disconnects or othen/vise makes inactive, or intentionally damages any specialized vehicle equipment, including, but not limited to, on board cameras, assist bars, specialized communication or global positioning equipment; or (27) Franchisee becomes a Specially Designated National or Blocked Person. The parties also agree that, notwithstanding any other provisions contained herein, if the agreement between City Licensee and the airport terminates for any reason, this Agreement may terminate and be of no further force or effect, or franchisee's activities at that airport may be restricted. The parties further agree that termination of City Licensee's agreement with the airport shall constitute good cause for termination of this Agreement. B. WITH NOTICE AND OPPORTUNITY TO CURE This Agreement shall terminate' upon Franchisee's failure to cure any of the following, each of which is deemed to be "good cause": Bwi 2011 (10-yr) 22 12ee39ss_2 (1) noncompliance with any requirement in this Agreement or the Manual or prescribed by City Licensee within three (3) days after notice thereof is delivered to Franchisee or, if such failure cannot reasonably be corrected within three (3) days after written notice of such failure is delivered to Franchisee, failure to undertake diligent efforts to comply and to furnish proof acceptable to City Licensee of such efforts and the expected date of compliance within five (5) days after written notice is delivered to Franchisee; provided, however, that in no event shall Franchisee's cure period exceed a total of ten (10) days; or (2) failure to make payments of any amounts due City Licensee for any amounts due within three (3) days after written notice of default. C. NO WAIVER The description of any default in any notice sen/ed upon Franchisee shall in no way preclude City Licensee from specifying additional or supplemental defaults in any action, arbitration, hearing or suit relating to this Agreement or the termination hereof. D. ENFORCEMENT Franchisee acknowledges that the information upon which City Licensee bases its decision that Franchisee is in default or its decision to terminate this Agreement may be incomplete or insufficient. Franchisee also acknowledges that the decision to enforce or not to enforce compliance with its rules and regulations by other franchisees shall not affect City Licensee's right to enforce such rules and regulations against Franchisee, even under similar circumstances. Franchisee agrees that City Licensee and its officers, directors, agents, affiliates, members, employees, representatives and assignees will not be liable for violations of Franchisee's rights or for breaches by City Licensee, except' to the extent that such actions are not taken in good faith or are the result of gross negligence. 12. RIGHTS AND OBLIGATIONS UPON TERMINATION OR EXPIRATION A. PAYMENT OF AMOUNTS OWED TO CITY LICENSEE Franchisee agrees to pay City Licensee within five (5) days after the effective date of termination or expiration of this Agreement, all amounts due to City Licensee and all other amounts owed to City Licensee or its affiliates which are then unpaid. City Licensee and Franchisee agree and acknowledge that any deposits paid by Franchisee, including the deposit paid pursuant to the Communications and Specialized Equipment Agreement, shall only be refundable to Franchisee after Franchisee has satisfied all of its post- termination or post-expiration obligations to City Licensee. B. MARKS After the termination or expiration of this Agreement, Franchisee will: (1) not directly or indirectly at any time or in any manner identify Franchisee or any business with which Franchisee is affiliated as a current or former Bwi 2011 (10-yr) 23 126639662 franchisee or licensee of City Licensee or SuperShuttie, or as otherwise associated with City Licensee _or SuperShuttie, or use any license issued by an airport or another agency to City Licensee or SuperShuttie or any Mark, any imitation thereof or other indicia of a SuperShuttie Vehicle in any manner or for any purpose, or utilize for any purpose any trade name, trade or service mark or other commercial symbol that suggests or indicates a connection or association with City Licensee or SuperShuttie; (2) 1 make the Vehicle available to City Licensee to remove communication equipment, and all decals, other vehicle equipment and signs, all as required by the Communication and Special Equipment Agreement; return to City Licensee all marketing materials and other materials containing any Marks or otherwise identifying or relating to a SuperShuttie Vehicle; (3) return all materials constituting the Trade Dress; (4) take such action as may be required to cancel all fictitious or assumed name or equivalent registrations relating to Franchisee's use of any Marks; and (5) comply with all further requirements set forth in the Manual. C. MODIFICATION OF VEHICLE Upon termination or expiration of this Agreement without renewal, if Franchisee lawfully retains the Vehicle, Franchisee shall modify the Vehicle in a manner acceptable to City Licensee which may include without limitation, repainting the Vehicle, so that it no longer suggests or indicates a connection with SuperShuttie. Franchisee shall permit City Licensee to remove any decals City Licensee has applied to Franchisee's Vehicle. D. TRADE TRADE DRESS Upon termination or expiration of this Agreement, Franchisee shall immediately cease to use the System and any Trade Secret or item of Trade Dress disclosed to Franchisee pursuant to this Agreement in any business or otherwise and return to City Licensee the Manual and any other confidential materials which have been loaned to Franchisee. E. CONTINUING OBLIGATIONS All obligations of the parties that expressly or by nature survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding its expiration or termination until they are satisfied in full or by nature expire. F. NOTIFICATION OF AUTHORITIES City Licensee and SuperShuttie shall have the right upon termination or expiration of this Agreement to notify the airport(s) in the Territory and all other Regulating Authorities that Franchisee is no longer a franchisee of City Licensee and that neither Franchisee nor Bwi 2011 (10-yr) 24 126639662 any Operator has the right to operate under the SuperShuttle name or Marks or under City Licensee's operating authority. 13. ASSIGNMENT, TRANSFER AND ENCUMBRANCE A. BY CITY LICENSEE This Agreement is fully transferable and assignable by City Licensee (subject to restrictions set forth in the Agreement between City Licensee and SuperShuttle) in whole or in part and shall inure to the benefit of any assignee, transferee or other legal successor to its interest herein. B. BY FRANCHISEE Except as set forth in this Section 13B and subject to all of its terms and conditions, Franchisee shall not transfer (as defined below) this Agreement or any interest therein. Any attempt at such a transfer shall constitute a material breach of this Agreement and shall convey no right or interest in this Agreement. (1) For purposes hereof, "transfer" means any voluntary, involuntary, direct or indirect assignment, sale, division, encumbrance, hypothecation, mortgage, pledge or other transfer by Franchisee of any interest in this Agreement or of the ownership of Franchisee, if Franchisee is a corporation, partnership or other entity. (2) lf Franchisee desires or proposes to transfer to any party, Franchisee will first notify City Licensee in writing of the proposed transfer, setting forth in detail the nature of the transfer, the name and address of the proposed transferee and the consideration, if any, therefor. Subject to subsections (4) and (5), should City Licensee not elect to exercise its first right of refusal (see subsection (3), below), City Licensee shall not unreasonably withhold consent to any transfer as long as the proposed transferee meets the requirements of franchisees, set forth herein and in the Manual and as required by Regulating Authorities. It will not be unreasonable for City Licensee to withhold its consent to the transfer if any of the following conditions are not met: At the time of the proposed transfer, all outstanding obligations of Franchisee to City Licensee must have been satisfied; and It will be demonstrated to the reasonable satisfaction of City Licensee that the proposed transferee is of good moral character, and possesses the business experience and capability, credit standing, driving record, health and financial resources necessary to successfully operate Franchisee's business in accordance with the terms of this Agreement; and . Franchisee and its principals must execute a general release of City Licensee, SuperShuttle, their respective affiliates and associates and BWI 2011 (10-yr) 25 126639662 (3) swi 2011 (10-yr) 126639662 their respective current and former officers, shareholders, directors, agents and employees in a form satisfactory to City Licensee; and The proposed transferee must be duly licensed to operate the Vehicle in the Territory and Franchisee will have obtained, at its or at the transferee's expense, all requisite consents to such transfer by any federal, state, local or municipal authorities having _jurisdiction of the same; and At City Licensee's option, the transferee will execute the standard form of Unit Franchise Agreement then being offered to new franchisees (modified to reflect the remaining term and renewal term then remaining, if any, with respect to this Agreement) and other ancillary documents that City Licensee requires, the terms of which may vary from those of this Agreement; and The transferee must expressly assume in writing for the benefit of City Licensee all of the obligations of the Franchisee under this Agreement, whether accrued at the time of such transfer or arising thereafter, and must agree to be bound by all of the terms and provisions of this Agreement to the same extent and in the same manner as Franchisee; provided, however, that neither City Licensee's consent to a transfer or anything contained therein shall be deemed to constitute a release of Franchisee of its obligations under this Unit Franchise Agreement; and If the transferee is a corporation or other entity, the transferee's performance of its obligations shall be guaranteed by all of its shareholders or owners as from time to time constituted, stock certificates and equivalent evidences of such ownership shall be legended to reflect restrictions on transfer, and City Licensee shall have the right to require that the sole business of the transferee shall be the operation of the business pursuant to this Agreement; and The Franchisee or the transferee must reimburse City Licensee for its costs in providing training to the transferee and for its other expenses in evaluating and processing the transfer, including without limitation, legal and administrative fees; and Prior to the closing of the transfer, the franchisee must pay a transfer fee ofthe lesser of One Thousand Dollars or ten percent of the sale price, whether cash, services or other consideration, to City Licensee. If any such consideration is not in cash, the cash value of such consideration shall be determined by City Licensee, in its reasonable discretion. Franchisee may not transfer unless it first gives written notice to City Licensee (the "Notice") at least thirty (30) days prior to any such sale. The Notice shall name the proposed transferee and specify the purchase price and payment terms of the offer. If City Licensee notifies Franchisee in writing 26 (4) BWI 2011 (10-yr) 126639662 within thirty (30) days following receipt of the Notice that it desires to accept the transfer for itself or its nominee, Franchisee shall transfer, and City Licensee or its nominee shall accept the transfer at the price and on the terms contained in the Notice; provided, however, that if the purchase price specified in the Notice includes consideration other than cash and notes, City Licensee or its nominee may substitute for such other compensation cash in an amount equal to the fair market value thereof. The closing of such transfer shall be held within sixty (60) days following receipt by Franchisee of City Licensee's notice. In the event of the death of Franchisee, which death results in an assignment or transfer of this Agreement within the meaning of Section above, then City Licensee shall consent to an assignment or transfer of this Agreement to the executor, administrator or other personal representative of the deceased, and subsequently to the person or persons entitled to distribution from the deceased's estate (or directly to the latter persons if no probate proceedings are instituted with respect to the estate), provided that each of the following conditions is fulfilled with respect to each such assignment or transfer: lt shall be demonstrated to the reasonable satisfaction of City Licensee that such executor, administrator or personal representative and such distributee is of good moral character, and possesses the business experience and capability, credit standing and health and financial resources necessary to successfully operate Franchisee's business in accordance with the terms of this Agreement. Such executor, administrator or personal representative and distributee shall cooperate with City Licensee in making available such information as City Licensee may require to make the above described determinations. There shall not be an existing default in any of the obligations of Franchisee hereunder, all amounts owed to City Licensee as of the date of death shall be paid in full and the executor, administrator or other personal representative shall have fully paid to City Licensee a transfer fee of Five Hundred Dollars Such executor, administrator or personal representative, and distributee shall have submitted to City Licensee satisfactory evidence that he has succeeded or otherwise become entitled to all rights of the deceased in Franchisee, as the case may be. Such executor, administrator or personal representative and distributee shall have obtained all requisite consents to such transfer from all necessary federal, state, local or municipal authorities. Any consent by City Licensee to an assignment or transfer of this Agreement or of any interest in Franchisee to the executor, administrator or personal representative of the deceased shall not constitute a consent to any subsequent assignment or transfer thereof 27 from such executor, administrator or personal representative to any distributee of the estate. Any consent by City Licensee to such subsequent assignment or transfer shall be subject to fulfillment, with respect to said subsequent assignment or transfer separately and specifically, of all the conditions stated in this Section (5) Notwithstanding anything to the contrary in this Agreement, no transfer by Franchisee shall be made to person designated by the U.S. Department of Treasury's Office of Foreign Assets Control from time to time as a "specially designated national or blocked person" or similar status, (ii) a person described in Section 1 of U.S. Executive Order 13224, issued on September 23, 2001, or a person otherwise identified by government or legal authority as a person with whom City Licensee is prohibited from transacting business ("SpeciaIIy Designated National or Blocked Person") or to a person in which a Specially Designated National or Blocked Person has an interest. 14. INDEMNIFICATION OF CITY LICENSEE AND SUPERSHUTTLE Franchisee and its respective affiliates and associates, officers, directors, shareholders, partners, members, agents, representatives and assignees shall, during the Term and after the termination or expiration of this Agreement, protect, defend, indemnify and hold City Licensee, SuperShuttle and their respective _affiliates and associates, officers, directors, shareholders, employees, agents, representatives and assignees harmless against any and all liability for all claims of every kind or nature arising in any way out of or relating to Franchisee's and any Operator's actions or failure to act, whether personal or in connection with the operation of the Vehicle. For purposes of this indemnification, "cIaims" means and includes all obligations, actual and consequential damages, losses, claims, demands, liens, reckonings, accounts and costs incurred in the defense of any claim (such as, by way of illustration, but not limitation, accountants', attorneys' and expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses). City Licensee and SuperShuttle shall have the right to defend any such claim against them with counsel of their own choosing and Franchisee agrees to cooperate fully with City Licensee and SuperShuttle in connection with the defense of any claim. In addition, Franchisee agrees to cooperate fully with City Licensee and SuperShuttle in any other claims brought by or against them. 15. MISCELLANEOUS A. FORCE MAJEURE In the event of a strike, lockout or labor controversy or the entry of any injunction or the happening of any event beyond the control of City Licensee which results in the inability of City Licensee to operate or to provide the services contemplated by this Agreement, there shall be no obligation on the part of City Licensee to operate or to provide such services during the period when City Licensee is unable to do so. Franchisee hereby waives any right to claim either actual or punitive damages against City Licensee as the result of Franchisee's inability to conduct business or City Licensee's inability to operate or provide services during such period. BWI 2011 (10-yr) 28 126639662 B. GRAMMAR The masculine of any pronoun will include the feminine and the neuter thereof, and the singular of any noun or pronoun shall include the plural, or vice versa, wherever the context requires. C. INTERPRETATION References in this Agreement to actions, rights, decisions or options to be exercised in City Licensee's discretion or judgment shall mean the sole, absolute and unfettered discretion of City Licensee, which Franchisee acknowledges may take into account, among other things, the impact on the System and other franchisees of City Licensee and SuperShuttle. When calculating the date upon which or the time within which any act is to be done, the date which is the reference date in calculating such period shall be excluded. If the last day of such period is not a business day, the period in question shall end on the next business day. D. SECTION HEADINGS Section headings are for convenience of reference only and should not be construed as part of this Agreement nor should they limit or define the meaning of any provision herein. E. REMEDIES CUMULATIVE All rights and remedies conferred upon either party by this Agreement and by law are cumulative of each other, and neither the exercise nor the failure to exercise any such right or remedy will preclude the exercise of any other such right or remedy. F. NONWAIVER No failure by either party to take action on account of any default of the other party, whether in a single instance or repeatedly, and no course of dealing of the parties in variance with the terms hereof constitutes a waiver of any such default or of the performance required of either party by this Agreement. No express waiver by either party of any provision or performance hereunder or of any default by the other party constitutes a waiver of any other or future provision, performance or default. No waiver or extension of time shall be effective unless expressly contained in a writing signed by the waiving party. City Licensee may elect from time to time to waive obligations of Franchisee under this Agreement upon such terms and conditions as City Licensee may set forth in such waiver. G. FEES Except as provided below, any controversy arising out of this Agreement, including without limitation an allegation that this Agreement is void ab initio, shall be submitted to the American Arbitration Association at its offices in or nearest to Baltimore, Maryland, for final and binding arbitration in accordance with its commercial rules and procedures that are in effect at the time the arbitration is filed. The party bringing the arbitration must submit the following in addition to any demand or filing required by the American Arbitration Association: a full and specific description of the claim under this Agreement BWI 2011 (10-yr) 29 126639662 including without limitation an identification of the specific provisions that the other party has breached, documentary evidence of the facts alleged by the complaining party and a declaration under penalty of perjury that all facts stated in the claim and documentation are true and correct and do not fail to state facts known to the complaining party that are material to the determination of the dispute. The parties shall bear their own costs including without limitation attorney's fees, and shall each pay one-half of all arbitration fees and costs including those of the arbitrator. Such fees shall be timely paid. The results of the arbitration will be binding on the parties. Any arbitration shall be conducted before a single arbitrator selected from a list of potential arbitrators provided by the American Arbitration Association. The arbitrator shall be a former judge or have at least five (5) years' experience in either _commercial business legal practice or representation of clients in the transportation industry. Nothing in this Agreement shall be construed as limiting or precluding either party from bringing any action in any court of competent jurisdiction for injunctive or other extraordinary relief. The parties shall have the immediate right to seek such injunctive or other extraordinary relief at any time, including without limitation during the pendency of an arbitration or other proceeding. H. NO EXEMPLARY LIMITATION ON DAMAGES Neither party to this Agreement shall assert against the other party any claim for special, exemplary or punitive damages arising out of the franchisor-franchisee relationship, the formation or performance of this Agreement, any breach of this Agreement, or the operation of the franchised business. The parties also agree and acknowledge that neither party shall be required to pay more in damages than the amount Franchisee has paid to City Licensee pursuant to this Agreement. I. AGREEMENT TO RESOLVE DISPUTES ON INDIVIDUAL BASIS The parties recognize that their relationship is unique and that each franchisee is situated differently from all other franchisees, and that no one franchisee can adequately represent the interest of others. Therefore, the parties agree that any arbitration, suit, action or other legal proceeding shall be conducted and resolved on an individual basis only and not on a class-wide, multiple plaintiff, consolidated or similar basis. J. STATUTE OF LIMITATIONS The parties hereby acknowledge and agree that any arbitration, suit, action or other proceeding relating to this Agreement must be brought within one (1) year after the occurrence of the act or omission that is the subject of the arbitration, suit, action or other legal proceeding. K. INVALIDITY AND SEVERABILITY If any provision of this Agreement is determined to be invalid or unenforceable, either in its entirety or by virtue of its scope or application to given circumstances, such provision shall be deemed modified to the extent necessary to render the same valid, or as not applicable to the given circumstances, or to be exercised from this Agreement, as the situation may require, and this Agreement shall be construed and enforced as if such provision had been included herein as so modified in scope or application, or had not been included herein, as the case may be, it being the stated intention of the parties that had 2011 (10-yr) 30 126639662 they known of such invalidity or unenforceability at the time of entering into this Agreement, they would have nevertheless contracted upon the terms contained herein, either excluding such provisions, or including such provisions only to the maximum scope and application permitted by law, as the case may be. In the event such total or partial invalidity or unenforceability of any provision of this Agreement exists only with respect to the laws of a particularjurisdiction, this Section will operate upon such provision only to the extent that the laws of such jurisdiction are applicable to such provision. Any determination as to the enforceability of the dispute resolution provisions of this Agreement shall only be made by a court of competentjurisdiction in Baltimore, Maryland. L. NOTICES Any notice or demand given or made pursuant to the terms of this Agreement will be made in writing and delivered by personal service, facsimile, telegram, telecopy, or first class, registered or certified mail (postage prepaid) to such address as may be designated from time to time by the relevant party, and which will initially be as set forth as follows: If given to City Licensee: Shuttle Express, Inc. Lower Level Pier BWI Airport, Maryland 21240-0766 Attention: General Manager Telephone: (410) 859-3427 Facsimile: (410) 859-3428 If given to Franchisee: Telephone: Facsimile: Any notice sent by certified mail will be deemed to have been given three (3) days after the date on which it is mailed. All other notices will be deemed given when received. No objection may be made to the manner of delivery of any notice actually received in writing by an authorized agent of a party. M. ENTIRE AGREEMENT This Agreement, any documents executed contemporaneously herewith which expressly reference this Agreement and any documents referred to herein constitute and contain the entire Agreement and understanding of the parties with respect to the subject matter hereof. There are no representations, undertakings, agreements, terms, or conditions not contained or referred to herein; provided, however, that nothing in this Agreement _is intended to disclaim the representations SuperShuttle and City Licensee made in the Franchise Disclosure Document furnished to Franchisee. This Agreement supersedes and extinguishes any prior written agreement between the parties or any of them relating to the subject matter hereof, provided that_it shall not abrogate, impair, release or extinguish any debt, obligation or liability otherwise existing between the parties. Bwi 2011 (10-yr) 31 126639662 This Agreement may not be modified or amended except by a written amendment executed by both parties. N. CONTROLLING LAW This Agreement, including all matters relating to the validity, construction, performance, and enforcement thereof, shall be governed by the laws of Delaware without giving effect to its provision regarding choice of laws. O. RELATIONSHIP OF PARTIES (1) Nothing herein contained shall be deemed or construed to create the relationship of principal and agent, partnership, joint venture or employment, or a fiduciary relationship, and the Franchisee shall not hold itself out as an agent, legal representative, partner, subsidiary, joint venturer, servant or employee of City Licensee or any affiliate of City Licensee. With respect to all matters pertaining to the operation of the business conducted hereunder, the Franchisee is, and shall be, an independent contractor. Neither City Licensee nor the Franchisee has the right to bind or obligate the other to any obligations or debts. (2) It is acknowledged that the Franchisee is the independent owner of its business, shall be in full control thereof, and shall conduct such business in accordance with its own judgment and discretion, subject only to the provisions of this Agreement. Franchisee shall conspicuously identify itself as the independent owner of its business and as a franchisee of City Licensee. No party hereto shall be obligated by, or have any liability for, any agreements, representations or warranties made by the others nor shall City Licensee be liable for any damages to any person or property, directly or indirectly, arising out of the operation of the Franchisee's business, whether caused by the Franchisee's negligent or willful action or failure to act. Notwithstanding any obligations or requirements to the contrary imposed by any airport authority or another Regulating Authority, City Licensee shall have no liability for any sale, use, excise, income, property or other tax levied upon the business conducted by the Franchisee or in connection with the services performed or business conducted by it or any expenses incurred by it (3) IT IS ACKNOWLEDGED THAT THE FRANCHISEE IS THE INDEPENDENT OWNER OF ITS BUSINESS AND THAT THE FRANCHISEE AND ITS DRIVERS ARE NOT ENTITLED TO COMPENSATION BENEFITS AND THAT THE FRANCHISEE IS OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONIES EARNED PURSUANT TO THIS AGREEMENT. P. CITY LICENSEE THIRD PARTY BENEFICIARY ln the event the Agreement pursuant to which City Licensee has the right to license Franchisee is terminated for any reason, then SuperShuttle or its nominee shall forthwith succeed to all of the rights and assume all of the obligations of City Licensee under this BWI 2011 (10-yr) 32 126639662 Agreement automatically and without any action required by the parties. SuperShuttle is a third party beneficiary of this Agreement, including without limitation the provisions of Sections 15G, and l. Q. TIME OF THE ESSENCE ln all respects, time shall be of the essence hereof. R. COMPLIANCE WITH LOCAL LAW If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of the termination of, or refusal to renew, this Agreement than is required hereunder, the prior notice or other action required by such law or rule shall be substituted for the notice or other requirements hereof. Such modifications to this Agreement shall be effective only in such jurisdiction and shall be enforced as originally made and entered into in all other jurisdictions. City Licensee reserves the right to challenge the applicability of any such law or rule. S. SPOUSAL CONSENT Franchisee's spouse or, the spouses of all owners of Franchisee if Franchisee is an entity, shall execute a spousal consent in the form attached hereto as Exhibit T. ENTITY FRANCHISEES (1) If Franchisee is a partnership or limited liability company, Franchisee shall deliver to City Licensee a copy of its current partnership agreement or limited liability company operating agreement, as applicable, prior to the execution of this Agreement. Thereafter, Franchisee shall deliver to City Licensee copies of all restated partnership or limited liability company operating agreements and any amendments to such agreements marked to indicate changes since the date of the agreement previously delivered to City Licensee. If Franchisee is a corporation, Franchisee shall deliver to City Licensee a copy of its articles of incorporation, or other charter documents and all amendments thereto, and a copy of its current bylaws, prior to the execution of this Agreement. Thereafter, Franchisee shall deliver to City Licensee copies of all subsequent amendments to its articles of incorporation or other charter documents and its current bylaws, marked to indicate changes since the date of the articles, bylaws or other charter documents previously delivered to City Licensee. (2) lf Franchisee is a corporation, partnership, limited liability company or other entity, Exhibit shall be completed and delivered together with this Franchise Agreement. Franchisee shall notify City Licensee in writing within ten (10) days of any change in the information contained in Exhibit (3) If Franchisee is an entity, all certified securities shall be affixed with the following legend conspicuously on the face of such certificates evidencing the issuance thereof: 2011 (10-yr) 33 126639662 "The transfer of the interest or shares represented by this certificate is subject to the terms and conditions of the Franchise Agreement entered into with Shuttle Express, Inc. dated - a copy of which is on filed with the Secretary of this company." U. APPROVALS CONSENTS AND GUARANTIES If Franchisee is a corporation, a partnership, a limited liability company or other entity, City Licensee shall not be bound unless all shareholders, general partners, managers or members of Franchisee have read and approved this Agreement and further agree that any restriction applicable to the corporation, partnership, limited liability company or other entity shall also apply to them individually and collectively (including the prohibition on their ability to transfer their interests in the Franchisee) and further agree, if City Licensee so requires, to personally, jointly and severally, guarantee the performance of Franchisee under the terms of this Agreement by executing the form of guaranty set forth in Exhibit attached hereto. . 16. ACKNOWLEDGMENTS Franchisee acknowledges and represents the following to City Licensee to induce it to enter this Agreement, as follows: A. FRANCHISEE HAS READ THIS AGREEMENT AND THE SUPERSHUTTLE FRANCHISE DISCLOSURE DOCUMENT AND ALL OTHER RELATED AGREEMENTS AND DOCUMENTS AND UNDERSTANDS AND ACCEPTS THE TERMS, CONDITIONS, AND COVENANTS CONTAINED IN THIS AGREEMENT AS BEING REASONABLY NECESSARY TO MAINTAIN THE HIGH STANDARDS OF QUALITY AND SERVICE AND THE UNIFORMITY OF THOSE HIGH STANDARDS BY ALL FRANCHISEES IN ORDER TO PROTECT AND PRESERVE THE GOODVVILL OF THE MARKS. FRANCHISEE ACKNOWLEDGES THAT CITY LICENSEE OR ITS REPRESENTATIVES HAVE FULLY AND ADEQUATELY EXPLAINED THE PROVISIONS OF SUCH DOCUMENTS TO THE SATISFACTION OF B. FRANCHISEE HAS CONDUCTED AN INDEPENDENT INVESTIGATION OF THE BUSINESS CONTEMPLATED BY THIS AGREEMENT. FRANCHISEE RECOGNIZES THAT THE NATURE OF THE BUSINESS MAY EVOLVE AND CHANGE OVER TIME, THAT AN INVESTMENT IN THE BUSINESS INVOLVES BUSINESS RISKS AND THAT THE SUCCESS OF THE VENTURE DEPENDS PRIMARILY UPON INDIVIDUAL AND INDEPENDENT BUSINESS ABILITY AND EFFORTS. FRANCHISEE ACKNOWLEDGES THAT THE BUSINESS IS A REGULATED INDUSTRY AND, AS A RESULT, THERE ARE AND WILL BE A SUBSTANTIAL AMOUNT OF RESTRICTIONS UPON THE MANNER IN WHICH THE FRANCHISEE MAY OPERATE BUSINESS. FRANCHISEE UNDERSTANDS AND ACKNOWLEDGES THAT THE LICENSE GRANTED HEREUNDER DOES NOT CONSTITUTE OR GUARANTEE THAT FRANCHISEE HAS THE RIGHT TO OPERATE IN THE IN THE TERRITORY. FRANCHISEE HAS CONSULTED WITH SUCH PROFESSIONAL ADVISORS OF FRANCHISEES CHOOSING AS FRANCHISEE DEEMS NECESSARY REGARDING ALL ASPECTS OF THE BUSINESS CONTEMPLATED BY THIS BWI 2011 (1 O-yr) 34 126639662 AGREEMENT, ALL RELATED AGREEMENTS AND THE BUSINESS RELATIONSHIP CREATED THEREBY, AND TO DETERMINE THAT FRANCHISEE IS FINANCIALLY PREPARED TO ASSUME THE RISKS THAT MAY BE INVOLVED IN SUCH A BUSINESS C. EXCEPT AS SET FORTH IN THE FRANCHISE DISCLOSURE DOCUMENT, FRANCHISEE HAS NOT RECEIVED OR RELIED UPON ANY PROMISE, REPRESENTATION, GUARANTY OR WARRANTY, EXPRESSED OR IMPLIED, ABOUT THE POTENTIAL VOLUME, REVENUES, PROFITS, OR SUCCESS OF THE BUSINESS VENTURE CONTEMPLATED BY THIS D. FRANCHISEE IS AWARE OF THE FACT THAT SOME PRESENT OR FUTURE FRANCHISEES MAY OPERATE UNDER DIFFERENT FORMS OF AGREEMENTS, AND CONSEQUENTLY, THAT CITY OBLIGATIONS AND RIGHTS WITH RESPECT TO ITS VARIOUS FRANCHISEES MAY DIFFER E. NO REPRESENTATIONS HAVE BEEN MADE OR AUTHORIZED BY CITY LICENSEE, SUPERSHUTTLE OR BY THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, PERSONNEL, AGENTS OR OTHER REPRESENTATIVES, THAT ARE CONTRARY TO THE STATEMENTS MADE IN THE FRANCHISE DISCLOSURE DOCUMENT HERETOFORE RECEIVED BY FRANCHISEE OR TO THE TERMS CONTAINED IN THIS AGREEMENT, AND FRANCHISEE HAS NOT RELIED UPON ANY OTHER SUCH F. IN ALL OF THEIR DEALINGS WITH FRANCHISEE, THE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, PERSONNEL, AGENTS AND REPRESENTATIVES OF CITY LICENSEE ACT ONLY IN A REPRESENTATIVE CAPACITY, NOT IN AN INDIVIDUAL CAPACITY, AND THIS AGREEMENT, AND ALL BUSINESS DEALINGS BETWEEN FRANCHISEE AND SUCH INDIVIDUALS AS A RESULT OF THIS AGREEMENT, ARE SOLELY BETWEEN FRANCHISEE AND CITY G, FRANCHISEE UNDERSTANDS AND ACKNOWLEDGES THAT IN ORDER TO OPERATE A SUPERSHUTTLE VEHICLE, FRANCHISEE MUST OBTAIN CERTAIN PERMITS, REGISTRATIONS AND COMPLY WITH THE REGULATIONS FOR DOING SO. THIS MAY INCLUDE REGULATION BY FEDERAL, STATE AND LOCAL AUTHORITIES, AS WELL AS REGULATION BY THE AT WHICH FRANCHISEE WILL CONDUCT OPERATIONS. FRANCHISEE SPECIFICALLY REPRESENTS AND WARRANTS TO CITY LICENSEE THAT FRANCHISEE HAS SUCH OPERATING AUTHORITY OR IS FULLY FAMILIAR WITH THE PROCESS OF OBTAINING SUCH AUTHORITY. FURTHER, FRANCHISEE EXPRESSLY ASSUMES ANY AND ALL RISK OF FAILING TO OBTAIN ALL NECESSARY OPERATING H. THE APPLICATION MADE BY FRANCHISEE IS TRUE AND CORRECT. FRANCHISEE HAS MADE NO INCORRECT STATEMENT IN THE APPLICATION OR FAILED TO MAKE ANY STATEMENT THAT WOULD BE NECESSARY TO MAKE THE STATEMENTS IN THE APPLICATION NOT AND BWI 2011 (10-yr) 35 126639662 I. NEITHER FRANCHISEE (INCLUDING, WITHOUT LIMITATION, ANY AND ALL OF ITS DIRECTORS AND OFFICERS, IF ANY), NOR ANY OF ITS AFFILIATES OR THE FUNDING SOURCES FOR EITHER IS A SPECIALLY DESIGNATED NATIONAL OR BLOCKED PERSON. NEITHER FRANCHISEE NOR ANY OF ITS AFFILIATES IS DIRECTLY OR INDIRECTLY OWNED OR CONTROLLED BY THE GOVERNMENT OF ANY COUNTRY THAT IS SUBJECT TO AN EMBARGO BY THE UNITED STATES GOVERNMENT. NEITHER FRANCHISEE NOR ANY OF ITS AFFILIATES IS ACTING ON BEHALF OF A GOVERNMENT OF ANY COUNTRY THAT IS SUBJECT TO SUCH AN EMBARGO. FRANCHISEE FURTHER REPRESENTS AND WARRANTS THAT IT IS IN COMPLIANCE WITH ANY APPLICABLE ANTI-MONEY LAW, INCLUDING, WITHOUT LIMITATION, THE USA PATRIOT ACT. FRANCHISEE AGREES THAT IT WILL NOTIFY CITY LICENSEE IN WRITING IMMEDIATELY UPON THE OCCURRENCE OF ANY EVENT THAT WOULD RENDER THE FOREGOING REPRESENTATIONS AND WARRANTIES OF THIS SECTION INCORRECT. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date stated on the first page hereof. SHUTTLE EXPRESS, INC. (the "City Licensee") Print Name: Title: FRANCHISEE: (Print Company Name) (Signature) (Print Name) Title: BWI 2011 (10-yr) 36 126639662 State of Maryland County of before me personally appeared who proved to me on the basls of satlsfactory ev|dence to be the person(s) whose name(s) rs/are to the w|th|n and acknowledged to me that he/she/they executed the same ln h|s/her/thelr authonzed capac|ty(|es) and that by hrs/her/the|r srgnature(s) on the the person(s) or the upon behalf of the person(s) acted executed the under PENALTY OF PERJURY under the laws of the State of Maryland that the foregolng paragraph IS true and correct WITNESS my hand and seal On _il 3 I I I S|gnature (Seal) 2011 (10-yr) 37 126639662 ADDENDUM TO THE UNIT FRANCHISE AGREEMENT OF SHUTTLE EXPRESS, INC. If this Disclosure Document is delivered pursuant to the requirements of the Maryland Franchise Registration and Disclosure Law, the following applies: 1. The following proviso is added to the end of Subsection "Provided, however, that such release shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law." 2. The following phrase is added to the end of the first sentence of Subsection "after you begin operations," 3. The following proviso is added to the end of Subsection 13B(2)(c): "Provided, however, that such release shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law." 4. The following sentences are added to Section 15G: "Nothing in this paragraph shall prohibit a franchisee in Maryland from bringing an action in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law. Claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three (3) years after the grant of the franchise." 5. The following proviso is added to the end of Section 15l: "Provided, however, that this provision shall not reduce the statute of limitations afforded a franchisee for bringing a claim under the Maryland Franchise Registration and Disclosure Law." 6. The following sentence is added to Section 16: "These representations are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law." Date: SHUTTLE EXPRESS, INC. FRANCHISEE: a Maryland corporation a corporation or limited liability company, or general partnership or limited partnership By: By: Title: Title: BWI 2011 (1 O-yr Program) 38 126639662 EXHIBIT A DESCRIPTION OF TERRITORY Airport: Baltimore-Washington lnternational Airport Geographic Area: The Baltimore, Maryland and Washington, D.C. metropolitan areas, and the area of Northern Virginia depicted on the attached map, relative to the service of inbound and outbound passengers to and from the Baltimore-Washington International Airport. The political and/or geographical boundaries described above shall be considered fixed as of the date of the Franchise Agreement of which this Exhibit forms part and shall not change except to the extent necessary as determined by SuperShuttIe from time to time to account for changes in airport or air traffic boundaries, the opening or closure of airports in the general vicinity and any applicable law or regulation. Such changes may affect these descriptions. BWI 2011 (10-yr Program) 126639662 EXHIBIT COMMUNICATION AND SPECIALIZED EQUIPMENT AGREEMENT This Communication and Specialized Equipment Agreement ("Agreement") is entered into as of by and between SHUTTLE EXPRESS, INC. ("City Licensee") and a(n) corporation, limited liability company, general partnership or limited partnership) ("Franchisee") with reference to the following facts: RECITALS 1. Concurrently with the execution of this Agreement, Franchisee and City Licensee are entering into a Unit Franchise Agreement (the "Unit Franchise Agreement") whereby Franchisee is granted the right to operate a shuttle van using the "SuperShutt|e" trademarks and system in a designated territory. Franchisee's shuttle van is identified by make, model, year, manufacturer's serial number and license number as set forth in Exhibit A (the "Vehicle"). 2. Pursuant to the terms of this Agreement, Franchisee will receive vehicle dispatch services from City Licensee through a communication system operated by City Licensee (the 3. Franchisee acknowledges that in order to receive such services, Franchisee must use certain specialized communication transmission equipment in the Vehicle, including without limitation a pager, a tvvo-way radio, a global positioning navigation system, and other equipment, all as identified in detail in Exhibit (the "Equipment"). Franchisee also acknowledges that certain equipment, including without limitation, a headsign, scrolls, exterior and interior decals, and credit card processing equipment, all as set forth in Exhibit C, is necessary for the Vehicle to operate in the SuperShuttle system (the "Specialized Equipment"). In some areas, the Specialized Equipment may also include such items as an on-board camera and a baggage barrier. 4. City Licensee and Franchisee desire that City Licensee lend the Equipment and Specialized Equipment to Franchisee and install it in the Vehicle, all in accordance with the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing and for other good valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Equipment and Specialized Eguipment. City Licensee shall lend the Equipment and Specialized Equipment to Franchisee for use in the Vehicle during the term of this Agreement. At a location designated by City Licensee, City Licensee shall install the Equipment and Specialized Equipment in the Vehicle upon receipt of Franchisee's deposit as described in Section 6.1 below. Franchisee acknowledges that BWI 2011 (10-yr Program) B-1 126639662 City Licensee may require that the Equipment and Specialized Equipment be modified or replaced during the term of this Agreement. Franchisee acknowledges that the Equipment may only be used in conjunction with the Communication System. The Equipment and Specialized Equipment are and shall at all times remain the sole and exclusive property of City Licensee, and Franchisee shall have no right, title or interest in the Equipment and Specialized Equipment except for the limited right to use it in accordance with this Agreement. 2. Communication System. City Licensee shall provide to Franchise vehicle dispatch services utilizing the Communication System during the term of this Agreement. Franchisee agrees to comply with the rules and procedures instituted by City Licensee from time to time with respect to the Communication System. 3. Franchisee Responsibilities. With respect to the Equipment and Specialized Equipment installed in or on the Vehicle, Franchisee agrees that: 3.1 Security. Franchisee shall be responsible for the safety and security of the Equipment and Specialized Equipment; and shall be responsible for any loss of or damage to the Equipment and Specialized Equipment; 3.2 No Changes. Without the prior written consent of City Licensee, Franchisee shall not make any modifications or changes to the Equipment and Specialized Equipment, nor make any attempt to repair the Equipment or Specialized Equipment. Franchisee shall handle the Equipment and Specialized Equipment with all necessary care; 3.3 Careful Use. Franchisee shall cause the Equipment and Specialized Equipment to be use_d in a careful and proper manner and shall comply with all instructions given by City Licensee and good industry practices relating to the possession, use and maintenance of the Equipment and Specialized Equipment; 3.4 Insurance Coverage. Franchisee shall comply with and observe all conditions of coverage of all policies of insurance maintained which provide coverage for Equipment and Specialized Equipment; 3.5 Labels. Franchisee shall keep affixed to each separately placed component of the Equipment and Specialized Equipment, in a prominent location, the labels, plates and marking provided by City Licensee stating that the Equipment and Specialized Equipment is owned by City Licensee; and 3.6 Cooperation. upon receiving notice, and at Franchisee's cost, Franchisee shall bring the Vehicle to City Licensee's designated facility to enable City Licensee to conduct any inspection, installation, modification or testing of the Equipment and Specialized Equipment which City Licensee deems desirable from time to time. BWI 2011 (10-yr Program) B-2 126639662 4. Limited Responsibility of City Licensee. 4.1 No Maintenance. Franchisee agrees and acknowledges that City Licensee does not agree to maintain the Equipment and Specialized Equipment and makes no representation or warranty with respect to the Communication System. 4.2 No Warranties. The Communication System, including the Equipment, is extremely sophisticated and as a result is subject to breakage, failure to perform and disruptions in service. Franchisee acknowledges that this is likely to happen from time to time, and Franchisee understands that City Licensee will have no liability for any failure of the Communication System other than its limited duties to repair or replace the defective component(s). ln particular, Franchisee understands that City Licensee makes no representations or warranties whatsoever, express or implied, concerning the Communication System (including, without limitation, the Equipment). FRANCHISEE SPECIFICALLY ACKNOWLEDGES THAT NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE MADE OR SHOULD BE IIVIPLIED. 4.3 Limited Damages. Under no circumstances shall City Licensee be liable to Franchisee or any other person for any matter or action or omission in connection with this Agreement. Without limitation of the foregoing, City Licensee shall not be liable for any defect in or failure to repair any component of the Communication System (including the Equipment) in the absence of gross negligence or willful misconduct (as finally determined in accordance with Section 8.6 below), or for any consequential or punitive damages as a result of any failure of or defect in the Communication System (including the Equipment). The parties agree that any liability of City Licensee for gross negligence or willful misconduct under both the Unit Franchise Agreement and this Agreement, will be limited, in the aggregate, to the amounts actually paid to City Licensee pursuant to the Unit Franchise Agreement. 5. Term. The term of this Agreement shall commence on the date hereof and shall continue until the earliest of the following: the termination or expiration of Unit Franchise Agreement; Franchisee's material breach of this Agreement; or the sale or other disposition of the Vehicle. 6. Security Interest; Perfection. 6.1 Grant of Security Interest; Security Deposit. To secure the due, punctual and unconditional performance by Franchisee of its obligations under this Agreement, including without limitation its obligation to return Equipment and Specialized Equipment to City Licensee upon termination of this Agreement (collectively, the "Obligations"), Franchisee hereby grants to City Licensee a security interest in and to the Collateral (as defined in Section 6.3 below) and agrees to pay to City Licensee a security deposit in the amount of One Thousand Five Hundred Dollars for the Equipment and Specialized Equipment, when Franchisee begins operations (the "Security Deposit"). Franchisee agrees and acknowledges that BWI 2011 (10-yr Program) B-3 126639662 the Security Deposit applies to the Equipment and Specialized Equipment only, and that Franchisee may have to pay a separate security deposit for the Vehicle. 6.2 Subordination. In the event that Franchisee desires to subject the Vehicle to a security interest in favor of a bona fide third party lender ("Lender") in connection with the acquisition or lease of the Vehicle to Franchisee, City Licensee agrees to execute such documents as Lender may reasonably request to register Lender's security interest as superior to that of City Licensee hereunder in the records of the DMV and to permit Lender to take such action with respect to the Vehicle, at Lender's cost, as may be available to Lender at law or in equity to enforce its rights against Franchisee and with respect to the Vehicle, provided that Lender agrees to return the Equipment and Specialized Equipment in good condition upon foreclosure of the Vehicle. 6.3 Collateral. For purposes hereof, "Collatera|" means all of Franchisee's right, title and interest in the Vehicle. Franchisee represents and warrants that the make, year, manufacturer's serial number and license number of the Vehicle as set forth in ExhibitA hereto are true and correct in all respects. ln the event that Equipment and Specialized Equipment is installed in any replacement Vehicle, said Vehicle shall also constitute Collateral hereunder, and Franchisee agrees to comply with the procedures set forth in Section 6.1 above with respect to such Vehicle. 7. Default and Termination. 7.1 Default. lf Franchisee is in breach of any of its obligations hereunder (any such breach being referred to as an "Event of Default"), City Licensee shall have the right to exercise any and all available legal and equitable rights and remedies. Without limiting the generality of the foregoing, upon the occurrence of any such Event of Default, City Licensee may, but need not, immediately, without any further demand of performance and without other notice or demand whatsoever to Franchisee, all of which are hereby expressly waived: take possession of the Collateral and, at Franchisee's expense, remove the Equipment and Specialized Equipment; if not reimbursed by Franchisee for the cost of so removing the Equipment and Special Equipment and for any damage to the Equipment and Specialized Equipment not covered by the insurance referred to in Section 3.4 above, apply the Security Deposit against such costs and damages and, if the Security Deposit is insufficient, sell or assign the Collateral, or cause it to be sold or assigned, in whole or in part, in any commercially reasonable manner, for cash or upon credit as City Licensee may deem appropriate, at public or private sale; and exercise all other rights City Licensee has as a secured creditor under applicable law. 7.2 Franchisee Breach. In addition to all other rights and remedies City Licensee has, Franchisee acknowledges that City Licensee has the right to suspend the operation of the Communication System as to Franchisee if Franchisee fails to make timely payment of its fees to City Licensee as provided in the Unit Franchise Agreement, even if Franchisee is current in making some of the payments it is required to make to City Licensee. ln such event Franchisee will not be able to BWI 2011 (10-yr Program) B-4 126639662 receive Communication System signals from City Licensee and such information will be sent to another SuperShuttle driver. 7.3 Rights Cumulative. The rights, remedies and benefits of City Licensee herein specified shall be cumulative and not exclusive of any other rights, remedies or benefits which City Licensee may have under this Agreement or at law, in equity, by statute or othenivise. The exercise of one right or remedy shall not affect City Licensee's other rights, remedies or benefits. 7.4 Expenses of Collection. Franchisee shall pay to City Licensee all of City Licensee's out-of-pocket expenses, including reasonable expenses for legal services, incident to the enforcement of any of the provisions of this Agreement or for the care or insurance of the Collateral or for defending_rights and claims of City Licensee, whether or not litigation is commenced. 7.5 Application of Costs. lf City Licensee realizes any proceeds as a result of the exercise of its rights with respect to the occurrence of an Event of Default, the proceeds shall be applied by City Licensee in the following order: (1) to the payment of City Licensee's costs and expenses under Section 7.4 above; (2) to the payment of any and all amounts owing by Franchisee under or with respect to the Obligations in such order as may be selected by City Licensee; and (3) to Franchisee or its successors or assigns, unless othenlvise directed by court order or otherwise provided in City Licensee's agreement with Franchisee's Lender, if any. Franchisee acknowledges that City Licensee need not proceed against the Collateral before proceeding against Franchisee for its other assets and acknowledges that as long as the proceeds actually received by City Licensee from the Collateral or otherwise, after application of the Security Deposit, are insufficient to cover any and all amounts owing by Franchisee under or with respect to the Obligations, Franchisee remains fully liable for such amounts. 7.6 Attorney-in-Fact. Franchisee hereby irrevocably appoints City Licensee its lawful attorney-in-fact with full power to take all actions and execute and acknowledge all documents with respect to the Collateral that City Licensee may deem necessary or advisable to secure any of City Licensee's rights as provided herein upon the occurrence of an Event of Default. This appointment as attorney-in-fact is irrevocable as it is coupled with an interest. 7.7 Effect of Termination. Upon termination of this Agreement, Franchisee shall immediately deliver the Equipment and Specialized Equipment to City Licensee at City Licensee's designated facility. Franchisee shall reimburse City Licensee for any damage to the Equipment or Specialized Equipment in excess of BWI 2011 (10-yr Program) B-5 126639662 ordinary wear and tear and for any loss of any Equipment or Specialized Equipment. Subject to the rights of City Licensee under this Section 7, in the event of any termination and the return to City Licensee at City Licensee's designated facility of the Equipment and Specialized Equipment, City Licensee shall execute and deliver to Franchisee any instruments reasonably requested by City Licensee and shall make such filings with the DMV as may be required to terminate the security interest created in the Vehicle and shall return to Franchisee the Security Deposit, minus any costs it has incurred hereunder. 8. General Provisions. 8.1 Complete Agreement; Modifications. This Agreement and any documents referred to herein or executed contemporaneously herewith constitute the parties' entire agreement with respect to the subject matter hereof and supersede all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof. The contents of the Exhibits attached hereto are incorporated in this Agreement as though set forth in full herein. This Agreement may not be amended, altered or modified except by a writing signed by the parties. 8.2 Additional Documents. Each party hereto agrees to execute any and all further documents and writings and to perform such other actions which may be or become necessary or expedient to effectuate and carry out this Agreement. 8.3 Notices. Any notice or demand given or made pursuant to the terms of this Agreement will be made in writing and delivered by personal service, facsimile, telegram, telecopy, or first class, registered or certified mail (postage prepaid) to such address as may be designated from time to time by the relevant party, and which will initially be as set forth as follows: If given to City Licensee: Shuttle Express, Inc. Lower Level Pier BWI Airport, Maryland -Attention: General Manager lf given to Franchisee: Any notice sent by mail shall be deemed to have been given three (3) business days after the date on which it is mailed. All other notices shall be deemed given when received. No objection may be made to the manner of delivery of any notice actually received in writing by an authorized agent of a party. BWI 2011 (10-yr Program) B-6 126639662 8.4 Successors and Assigns. This Agreement may not be assigned or transferred by Franchisee without the prior written consent of City Licensee. City Licensee may assign or transfer this Agreement without Franchisee's consent. Except as provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties, their respective successors and, in the case of City Licensee, its assigns. SuperShuttle Franchise Corporation, a Delaware corporation, is a third party beneficiary of this Agreement. 8.5 Governing Law. All questions with respect to this Agreement and the rights and liabilities of the parties will be governed by the laws of the State of Delaware, regardless of the choice of law provisions of local law or any other jurisdiction. 8.6 Arbitration; Attorneys Fees. Except as provided below, any controversy arising out of this Agreement, including without limitation an allegation that this Agreement is void ab initio, shall be submitted to the American Arbitration Association at its offices in or nearest to Baltimore, Maryland, for final and binding arbitration in accordance with its commercial rules and procedures that are in effect at the time the arbitration is filed. The party bringing the arbitration must submit the following in addition to any demand or filing required by the American Arbitration Association: a full and specific description of the claim under this Agreement including without limitation an identification of the specific provisions that the other party has breached, documentary evidence of the facts alleged by the complaining party and a declaration under penalty of perjury that all facts states in the claim and documentation are true and correct and do not fail to state facts known to the complaining party that are material to the determination of the dispute. The parties shall bear their own costs including without limitation attorney's fees, and shall each pay one-half of all arbitration fees and costs including those of the arbitrator. Such fees shall be timely paid. The results of the arbitration will be binding on the parties. Any arbitration shall be conducted before a single arbitrator selected from a list of potential arbitrators provided by the American Arbitration Association. The arbitrator shall be aformer judge or have at least five (5) years' experience in either commercial business legal practice or representation of clients in the transportation industry. Nothing in this Agreement shall be construed as limiting or precluding either party from bringing any action in any court of competent jurisdiction for injunctive or other extraordinary relief. The parties shall have the immediate right to seek such injunctive or other extraordinary relief at any time, including without limitation during the pendency of an arbitration or other proceeding. 8.7 No Exemplary Damages; Limitation on Damages. Neither party to this Agreement shall assert against the other party any claim for special, exemplary or punitive damages arising out of the franchisor-franchisee relationship, the formation or performance of this Agreement, any breach of this Agreement, or the operation of the franchised business. The parties also agree and acknowledge that neither party shall be required to pay more in damages than the amount Franchisee has paid to City Licensee pursuant to this Agreement. . Bwi 2011 (10-yr Program) B-7 126639/66.2 8.8 Agreement to Resolve Disputes on Individual Basis. The parties recognize that their relationship is unique and that each franchisee is situated differently from all other franchisees, and that no one franchisee can adequately represent the interest of others. Therefore, the parties agree that any arbitration, suit, action or other legal proceeding shall be conducted and resolved on an individual basis only and not on a class-wide, multiple plaintiff, consolidated or similar basis. 8.9 Statute of Limitations. The parties hereby acknowledge and agree that any arbitration, suit, action or other proceeding relating to this Agreement must be brought within one (1) year after the occurrence of the act or omission that is the subject of the arbitration, suit, action or other legal proceeding. 8.10 Waivers Strictly Construed. With regard to any power, remedy or right provided herein or othenivise available to any party hereunder, no waiver or extension of time shall be effective unless expressly contained in a writing signed by the waiving party; and no alteration, modification or impairment shall be implied by reason of any previous waiver, extension of time, delay or omission in exercise, or by any other indulgence. The waiver by either party of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach hereof. 8.11 Severability. If any provision of this Agreement is determined to be invalid- or unenforceable, either in its entirety or by virtue of its scope or application to given circumstances, such provision shall be deemed modified to the extent necessary to render the same valid, or as not applicable to the given circumstances, or to be exercised from this Agreement, as the situation may require, and this Agreement shall be construed and enforced as if such provision had been included herein as so modified in scope or application, or had not been included herein, as the case may be, it being the stated intention of the parties that had they known of such invalidity or unenforceability at the time of entering into this Agreement, they would have nevertheless contracted upon the terms contained herein, either excluding such provisions, or including such provisions only to the maximum scope and application permitted by law, as the case may be. ln the event such total or partial invalidity or unenforceability of any provision of this Agreement exists only with respect to the laws of a particular jurisdiction, this Section will operate upon such provision only to the extent that the laws of such jurisdiction are applicable to such provision. Any determination as to the enforceability of the dispute resolution provisions of this Agreement shall only be made by a court of competent jurisdiction in Baltimore, Maryland. 8.12 Independent Relationship. Nothing herein contained shall be deemed or construed to create the relationship of principal and agent, partnership, joint venture or employment, or a fiduciary relationship, and Franchisee shall not hold itself out as an agent, legal representative, partner, subsidiary, joint venturer, sen/ant or employee of City Licensee or any affiliate of City Licensee. Franchisee is, and shall be, an independent contractor. Neither City Licensee nor Franchisee has the right to bind or obligate the other to any obligations or debts. lt is acknowledged that Franchisee is the independent owner of its business, shall be in full control thereof, and shall conduct BWI 2011 (1 O-yr Program) B-8 126639662 such business in accordance with its own judgment and discretion. No party hereto shall be obligated by, or have any liability for, any agreements, representations or warranties made by the others nor shall City Licensee be liable for any damages to any person or property, directly or indirectly, arising out of the operation of Franchisee's business, whether caused by Franchisee's negligent or willful action or failure to act. City Licensee shall have no liability for any sale, use, excise, income, property or other tax levied upon the business conducted by Franchisee or in connection with the services performed or business conducted by it or any expenses incurred by it. 8.13 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written. CITY LICENSEEZ SHUTVLE EXPRESS, INC. Its: (Continued on next page) BWI 2011 (10-yr Program) B-9 126639662 BY SIGNING BELOVV, FRANCHISEE CONFIRMS THAT HE OR SHE HAS CAREFULLY READ AND UNDERSTOOD THIS ENTIRE DOCUMENT. FRANCHISEE: (INSERT COMPANY NAME) BVI (Signature) (PRINT NAME) Title: Address: DO NOT SIGN WITHOUT REVIEVVING CAREFULLY State of Maryland County of before me personally appeared who proved to me on the DQSIS of S8tlSf8Ct0l`y evldence to be the person(s) whose name(s) ls/are SUDSCTIDGU to the w|th|n Instrument and acknowledged to me that he/she/they executed the same ln hrs/her/thelr authorlzed capac|ty(|es) and that by hrs/her/thelr s|gnature(s) on the Instrument the person(s) or the upon behalf of the person(s) acted executed the Instrument I certify under PENALTY OF PERJURY under the laws of the State of Maryland that the foregomg paragraph IS true and correct WITNESS my hand and off|c|aI seal Slgnature (Seal) :n 7 7 I 1 BWI 2011 (10-yr Program) B-10 126669662 EXHIBIT A DESCRIPTION OF VEHICLE DESCRIPTION OF VEHICLE: Make of Vehicle: Model of Vehicle: Year of Vehicle: License Number: Vehicle Identification Number: ASSIGNMENT OF VEHICLE NUMBER: SuperShuttle Vehicle Number: ASSIGNMENT OF AUTOMATIC VEHICLE IDENTIFICATION (if applicable) AVI Number: BWI 2011 (10-yr) B-1 126639662 Nextel Phone: EXHIBIT DESCRIPTION OF EQUIPMENT Pager (if applicable): Passenger Assist Bar: Other (Description): BWI 2011 (10-yr) 126639662 EXHIBIT DESCRIPTION OF SPECIALIZED EQUIPMENT Two-Way Radio (Serial No.) (if applicable): Ultra Mobile Personal Computer Unit (if applicable): Mobile Data Terminal (Serial if applicable: Global Positioning Navigation System (Serial if applicable: On-Board Camera Unit (Serial if applicable: I Other (Description): BWI 2011 (10-yr) 126639662 B-13 3) That he or she consents to execution of the Unit Franchise EXHIBIT SPOUSAL CONSENT The undersigned each being the spouse of a Franchisee (or the spouse of an owner of the Franchisee) hereby states 1) That he or she has read and understands the Unit Franchise Agreement and the Disclosure Document; and 2) That he or she consents to the terms and conditions of the Unit Franchise Agreement, including but not limited to those concerning transfer, and Agreement by Franchisee. Dated: Signature: Print Name Dated: Signature: Print Name Dated: Signature: Print Name Dated: Signature: Print Name By his or her signature below, Franchisee hereby states that he or she is not married and does not have a spouse. Dated: Signature: BWI 2011 (10-yr Program) 12663966.2 Print Name 1un-1 EXHIBIT INFORMATION REGARDING NON-INDIVIDUAL FRANCHISEES (1) If Franchisee is a corporation or partnership or other entity, there is set forth below the name, address, title and percentage ownership of each shareholder, partner or member of Franchisee: PERCENTAGE NAME ADDRESS TITLE OWNERSHIP (2) If Franchisee is a corporation or limited liability company, there is set forth below the name, address and title of each officer and director or manager of Franchisee: NAME ADDRESS TITLE (3) The address where Franchisee's records are maintained is: (4) There is set forth below the name, address and title of each of Franchisee's principal officers or partners who will be devoting their full time efforts to the operation of the licensed business. NAME ADDRESS TITLE DATE: Name and Title of Person Completing Exhibit Signature BWI 2011 (10-yr Program) 126639662 EXHIBIT GUARANTY AND ASSUMPTION OF OBLIGATIONS In consideration of, and as an inducement to, the execution of that certain Franchise Agreement (the "Agreement") with SHUTTLE EXPRESS, INC. ("City Licensee") of even date herewith, each of the undersigned hereby personally and unconditionally: (1) guarantees to City.Licensee and its successors and assigns, for the term of the Agreement and thereafter as provided in the Agreement, that ("Franchisee") shall punctually pay and perform each and every undertaking, agreement, and covenant set forth in the Agreement; and (2) agrees to be personally bound by and personally liable for the breach of each and every provision in the Agreement, including but not limited to monetary obligations. Each of the undersigned waives: (1) acceptance and notice of acceptance by City Licensee of the foregoing undertakings; (2) notice of demand for payment of any indebtedness or nonperformance of any obligations hereby guaranteed; (3) protest and notice of default to any party with respect to the indebtedness or nonperformance of any obligations hereby guaranteed; (4) any right he/she may have to require that an action be brought against Franchisee or any other person as a condition of liability; and (5) any and all other notices and demands and legal and equitable defenses to which he/she may be entitled. Each of the undersigned consents and agrees that: (1) his/her liability under this guaranty shall be joint and several; (2) he/she shall render any payment or performance required under the Agreement upon demand if Franchisee fails or refuses punctually to do so; (3) he/she will individually comply with all the provisions and subsections of the Agreement and any renewals and amendments thereto; (4) such liability shall not be contingent or conditioned upon pursuit by City Licensee of any remedies against Franchisee or any other person; and (5) such liability shall not be diminished, relieved, or otherwise affected by any extension of time, credit, or other indulgence which City Licensee may, from time to time, grant to Franchisee or to any other person, including, without limitation, the acceptance of any partial payment or performance, or the compromise or release of any claims, none of which shall, in any way, modify or amend this guaranty which shall be continuing and irrevocable during the term of the Agreement and thereafter. lf any provision of this Guaranty and Assumption Agreement is deemed to be invalid or inoperative, for any reason, that part shall be deemed modified to the extent necessary to make it valid and operative or if it cannot be so modified, then severed, and the remainder of the Guaranty and Assumption Agreement shall continue in full force and effect as if it had been executed and entered into with the invalid portion so modified or eliminated. BWI 2011 (10-yr Program) 126639662 IN WITNESS VVHEREOF, each of the undersigned hereto affixed his/her signature effective on the same day and year as the executed Agreement By: 6 Print Name: ., By: Print Name: By: Print Name: By: Print Name: By: Print Name: SHUTTLE EXPRESS, INC. By: Title: BWI 2011 (10-yr Program) 126639662 - Date Date Date Date Date EXHIBIT Table of Contents 1S9106v1 INTRODUCTION 2 pages Updates and Changes The Franchise Concept Unit Franchisee Rights CHAPTER SuperShuttIe Philosophy The SuperShutt|e Mission Standards of Customer Service CHAPTER 2 Trademarks and Their Use Identification ofthe Marks Use of the Marks Unit Franchisee's Business Name Business License(s) and Fictitious Business Statements Termination of a License Agreement Required Use of the Marks - Use ofthe Marks on Stationary, Business Cards, Etc Acquisition of Equipment Use ofthe Marks in Advertising Use of the Marks in Connection With Other Businesses Discovery of an infringing Use of the Marks Claim of Infringement From a Third Party Notes 169106v1 CHAPTER 3 8 pages Vehicle Specifications and Standards Van Design Color Specifications Interior Colors Replacement Specifications Vehicle Communication Equipment Special Vehicle Equipment Required Exterior Equipment Signage Required Decals and Signage Required Interior Equipment Required Exterior Decals M3ll1tEURl'18l'1C6 Preventative Maintenance Procedures Daily Shift Maintenance Standards Vehicle Inspections SuperShuttle Vehicle Inspection Form CHAPTER 4 Operating Policies and Procedures Compliance With Laws Required Licenses, Permits and Registrations ranchisee's Liability and Insurance Requirements Reporting Accidents Tariffs Tickets Payment of Fees Franchisee's Statements, Books and Records Your Unit Franchise Operation Hours of Operation Licensed Market Area Driver's Qualifications Driver Training Guest Service Operator Appearance and Demeanor Driver Appearance 16 pages Standard Uniform 4 .14 CHAPTER 5 6 pages Franchise Communication 5 .1 Franchise Action Form 5 .1 Local Support 5 .2 The Franchisee Helpline 5 .3 The SuperShuttle Franchise Owner Advisory Committee 5 .3 The SuperShutt|e Times Newsletter 5 .4 GM City Progress Report 5 .4 City Visitations 5 .5 Form: Franchisee Action Form 5 .6 CHAPTER 6 4 pages Quality Assurance 6 .1 Measurement Standards 6 .1 Guest Service and Complaint Resolution 6 .2 The Mystery Rider Program 6 .3 SuperShuttle's Right to Inspect 6 .3 Training Programs 6 .4 CHAPTER 7 4 page Marketing 7 .1 Marketing Focus 7 .1 Notes 7 .4 CHAPTER 8 2 pages The Unit Franchise Agreement 8 .1 Default of the Unit Franchise Agreement 8 .1 Non-Performance of Service Standards 8 .1 Operating Requirement Failures 8 .1 Service Standard Defaults 8 .2 "Good Cause" immediate Termination of Franchise Agreement 8 .3 CHAPTER 9 2 pages Termination of the License Agreement 9 .1 1691 O6v1 169106v1 Termination of Agreement CHAPTER 10 Pictures: Vehicles Pictures: Driver Appearance Standards Notes AMENDMENTS AND BULLETINS Total: 5 4pages 6 pages iv EXHIBIT SHUTTLE EXPRESS List of Current (1 year term) (As of December 31 2010) District of Columbia 1. Ajiboa Akeem 1029 Lamont Street NW Washington, DC 20010 (202) 445-0060 Maryland 12879468 1 Five Fortune Transportation Song Yi 7 Beehive Place Cockeysville, MD 21030 (443) 223-6692 Safaris International LLC Samuel Afari 8810 Tamar Drive 302 Columbia, MD 21045 (410) 992-7744 Lawrence Thrash 13323 Queens Lane Fort Washington, MD 20744 (301) 203-1791 Broadrick Etete 19737 Rock Drive Germantown, MD 20874 (240) 643-1170 Airtimeguy LLC Grace Aligawesa 14224 Jib Street #21 Laurel, MD 20707 (301) 325-3769 Saheeb Taiwo 3558 Carriage Hill Cir #103 Randallstown, MD 21133 (443) 854-2290 Mohamed Sow 2814 Citrus Lane Springdale, MD 20774 128794681 (240) 286-4876 SHUTTLE EXPRESS, INC. List of Former Franchisees (1-year term) (As of December 31, 2010) If you buy this franchise, your contact information may be disclosed to other buyers when you leave the franchise system. Maryland 1. Adebayo Dedeke Lanham, MD 20706 (301) 379-6423 2. Kokou A. Yovo Lanham, MD 21234 (410) 426-3179 3. . Isaac Apentenge Silver Spring, MD 20903 (240) 274-8987 12879468 1 SHUTTLE EXPRESS, INC List of Current Franchisees District of Columbia Matthew Fadeyi 332 Cape Dr. SE Washington, DC 20019 (202) 584-0630 Kevin Gadson 85 New York Ave. #3 NW Washington, DC 20001 (202) 518-7197 Frederick Tinsley 1530 Upshur St. Washington, DC 20011 (202) 545-8907 Maryland Tewodros Woldecherkos 305 Plaza Court Aberdeen, MD 21001 (410) 273-5380 Boris Rangelov 2997 Southern Drive Annapolis, MD 21403 (443) 852-2073 C. Patricia Alden 1006 Howland Square Baltimore, MD 21227 (410) 737_-8569 Joseph E. Arbuah 6938 Myersview Drive Baltimore, MD 21220 (410) 335-6516 David Dawodu 4603 Charles Avenue Baltimore, MD 21206 (410) 866-9444 12879468 1 (10-year term) (As of December 31, 2010 Kenneth E. Jones 2726 Alderwood Road Baltimore, MD 21227 (410) 636-7573 Paul K. Kyeremeh 413 N. Bend Road Baltimore, MD 21229 (410) 945-2792 Angel Mendoza 3713 Greenmount Ave Baltimore, MD 21218 (410) 808-8691 Emmanuel Munyaneza 1401 Hadwick Drive Baltimore, MD 21221 (443) 939-5389 Michelle Thomas 3027 Seamon Avenue Baltimore, MD 21225 (443) 519-3338 Adebowale Adereti 11037 Montgomery Road Beltsville, MD 20707 (443) 850-5008 Kwasi Boateng 3580 Powder Mill Road, Apt 103 Beltsville, MD 20705 (301) 931-9438 Patrick A. Mpanju 3578 Powder Mill Road #203 Beltsville, MD 20706 (301) 595-1812 17. Michael Strange 10607 Woodbine Road Beltsville, MD 20708 (240) 350-4554 18. Hassane Barry 5802 Annapolis Rd. #714 Bladensburg, MD 20713 (301) 277-6346 19 Buba Shaw Inc. Buba Shaw 3801 Kenilworth Ave. #505 West Bladensburg, MD 20710 (301) 484-0621 20, Buba Shaw 3801 Kenilworth Ave. #505 West Bladensburg, MD 20711 (301) 484-0621 21. Amadou Sow 3801 Kenilworth Avenue, Bladensburg, MD 20712 (240) 353-4930 22 Okieriete O. Enajekpo 723 Faraway Court Bowie, MD 20721 (301) 499-9457 23. Olymyiwa Ogedengbe 6702 Longridge Drive Bowie, MD 20706 (240) 423-5944 24. Alemeshet Muluneh 14632 Wexhall Terrace Burtonsville, MD 20866 (301) 847-9595 25. Opeoluwa Transport, LLC Dapo l. Ogunmolawa 6331 Landover Raod Cheverly, MD 20185 (301)341-1950 12879488 1 Nil-Anang Akogyeram 6060 Signal Flame Lane Clarksville, MD 21029 (202) 431-5201 A Transport, LLC Atta Osei 5469 Ring Dove Lane Columbia, MD 21044 (443) 801-2855 Richard Addey 5762 Sweetvvind Place Columbia, MD 21045 (410) 964-0278 Atta Osei 5469 Ring Dove Lane Columbia, MD 21044 (443) 801-2855 Amsaj Shaw 5925 Sneed Drive Deale, MD 20751 (410) 980-0738 Felix Entsie 2102 Bristol Drive Frederick, MD 21702 (240) 601-4487 Maxwell L. Barnor 10105 Mike Road Ft. Washington, MD 20744 (301) 265-9340 Ntege Lubwama 10 Summit Drive #201 Gaithersburg, MD 20878 (240) 491-2823 Shuttle Service Zewudu Oumer 536 W. Deer Park Rd Gaithersburg, MD 20879 (301) 948-0004 Zewudu Oumer 536 W. Deer Park Rd Gaithersburg, MD 20880 (301) 948-0004 Zewudu Oumer 536 W. Deer Park Rd Gaithersburg, MD 20881 (301) 948-0004 Anthony K. Yeboah 17829 Washington Grove Gaithersburg, MD 20877 (301) 963-6107 Samuel S. Antvvi 17208 Snow Goose Court Germantown, MD 20874 (301) 353-1765 Services Broadrick Etete 19737 Rock Drive Germantown, MD 20875 (240) 643-1 170 Gilbo Enterprises William Gisbon 5507 Fernpark Ave Oak, MD 21207 (410) 448-2867 Solomom Ayree-Ankrah 7867 Riverdale Road Hyattesville, MD 20784 (301) 509-5417 Mohamed L. Jalloh Ln., #203 5223 Kenilworth Avenue, Apt. 101 Hyattesville, MD 20781 (301) 699-5223 Olumide Owoade 6418 Landing Way Hyattesville, MD 20782 (301) 773-5396 12879468 1 Abiye T. Gebrehiwot 8360 Linda Court, Apt. 2D Jessup, MD 20794 (240) 568-9887 Michael A. Adenugba 6600 Manton Way Lanham, MD 20706 (301) 918-0238 Adebayo Dedeke 6415 98th Ave Lanham, MD 20709 (301) 379-6423 Olatubosun Fasehun 6166 Princess Garden Pkwy Lanham, MD 20707 (240) 715-7697 John Prempeh 9793 Good Luck Road #6 Lanham, MD 20708 (301) 222-3485 Devall Sattenrvhite 7131 Lory Lane Lanham, MD 20710 (301) 577-8886 Patrick Benhene 8909 Matthews Ct. Laurel, MD 20708 (301)725-3583 Neal Blake 3436 Andrew Court Laurel, MD 20724 (240) 603-4486 Francis Molokwu 11454 Lauralwalk Drive Laurel, MD 20708 (240) 515-3360 Mathias Owusu 15030 Laureland Pl. Laurel, MD 20707 (301) 498-2657 14200 Laurel Bowie Road Laurel, MD 20708 (717) 265-5183 Fiffi Cann 10039 Maple Leaf Drive Montgomery Village, MD 20886 (301 670-4197 Percy Blankson 7757 Riverdale Road New Carrollton, MD 20784 (301) 484-0157 Si Yi 4809 Ebenezer Road Nottingham, MD 21236 (443) 802-9179 Raymond Kabenge 803 Joshua Tree Court Owings Mills, MD 21117 (410) 363-4563 Kokou A. Yovo 2157 Pentland Drive Parkville, MD 21234 (410) 426-3179 Edward L. Kellam 548 Sudbrook Lane Pikesville, MD 21208 (410) 486-0768 Edward L. Kellam 548 Sudbrook Lane Pikesville, MD 21208 (410) 486-0768 Edward L. Kellam 548 Sudbrook Lane Pikesville, MD 21208 (410) 486-0768 Tubosun Oladimeji 6831 Riverdale Road Riverdale, MD 20737 12879468 1 (240) 476-8537 Godfrey Agaba 4930 Artic Terrace Rockville, MD (301) 949-7243 Akintunde Aboderin 26 Gemini Court Rosedale, MD 21237 (410) 238-1889 William P. Martin 907 Country Terrace Severna Park, MD 21146 (410) 647-3886 Jim Mengistu 555 Thayer Avenue #410 Silver Spring, MD 20910 (301) 587-1205 OBRA Transportation Inc Isaac Apentenge 8206 New Hampshire Ave #103 Silver Spring, MD 20903 (240) 274-8987 Segun Olowe 11550 Stewart Lane, #204 Silver Spring, MD 20904 (301) 625-5419 Anthony S. Sterling 9203 New Hampshire Ave. #305 Silver Spring, MD 20903 (301) 445-7056 Lou Robinson 2716 Sparrows Point Road Sparrows Point, MD 21219 (410) 529-1822 Daniel Essiem 698 Fairview Avenue #2 Takoma Park, MD 20912 (301) 891-0383 Sulayman Sowe 6733 New Hampshire Ave #504 Takoma Park, MD 20913 (240) 476-3313 74. Bayo Akintimehin 4714 Cashill Court Upper Marlboro, MD 20772 (301) 780-3486 75. Michael Anioako 2506 Baikal Loop Upper Marlboro, MD 20774 (301) 346-8998 76. Olawoyin Dauda 7631 Fairbrook Road Windsor Mills, MD 21244 (410) 946-2239 Virginia 77. Godfred Ntiamoa 3881 Manzanita Place Alexandria, VA 22309 (703) 360-3940 12879468 SHUTTLE EXPRESS, INC List of Former Franchisees (10-year term) (As of December 31, 2010) If you buy this franchise, your contact information may be disclosed to other buyers when you leave the franchise system. Maryland 1, Olumide Olatanji Accokeek, MD 20607 (301) 292-7709 2. Shuttle Service Kenneth E. Jones Baltimore, IVID 21227 (410) 636-7573 3, Charles Joyner Fort Washington,MD 20744 (301) 996-5294 4. Babatunde Daoudu Hyattsville, MD 20782 (301)325-5704 5. Tijani Ajibola Riverdale, MD 20706 (301)439-0093 6, William P. Martin Severna Park, MD 21146 (410) 647-3886 9 12879468 1 EXHIBIT CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT THIS CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT ("Agreement") is entered into as of the day of by and between SHUTTLE EXPRESS, INC., a Maryland corporation ("City Licensee") and . Gln) corporation, limited liability company, general partnership) ("Prospective Franchisee"), asfollows: A. Pursuant to a License Agreement with SuperShuttle Franchise Corporation, a Delaware corporation ("SuperShuttle"), City Licensee has been granted the right to use a valuable and proprietary system of transportation services, including without limitation, a demand responsive/scheduled airport shuttle system involving proprietary methods of reservations, dispatch and cashiering. City Licensee has also been granted the right to enter into Unit Franchise Agreements to appoint others to use the "SuperShuttle" trademarks and system to operate a "SuperShut'tle" van in a certain geographic area. B. Prospective Franchisee and City Licensee are considering entering into a Unit Franchise Agreement whereby Prospective Franchisee would be granted a non- exclusive appointment to use SuperShuttle's name and system _to operate a "SuperShuttle" van. C. The parties contemplate that Prospective Franchisee may have access to confidential and proprietary information owned by SuperShuttle and City Licensee in the process of evaluating the franchised business. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Confidential Information. As used herein, "Confidential lnformation" means the Manual and any and all other manuals or documents (including, without limitation, training manuals and marketing manuals), Franchise Disclosure Documents, business and financial information, product information, production data, trade secrets, secret or proprietary processes, software, documentation, technology, marketing and customer data, business plans, business and strategic marketing data, market studies, customer data, identity of and arrangements with suppliers, and such other information whether or not specifically designated as confidential, as may be supplied, delivered or disclosed, now, previously or hereafter, by City Licensee that has not been previously disclosed to the public, and is not ascertainable from public or published information or trade sources. Confidential Information shall include any written information, documents, charts or graphs, computer tapes or disks, or any information delivered, stored or represented in documentary, written, magnetic or other permanent or semi- 1 permanent form, or information disclosed orally by any representative of City Licensee to Prospective Franchisee or its representative. 2. Acknowledgement of Ownership; Agreement to Maintain Confidentiality. Prospective Franchisee hereby expressly agrees and acknowledges that the Confidential information is and shall remain the property of SuperShuttle or City Licensee, as applicable, and that Prospective Franchisee has no right, title or interest therein. Prospective Franchisee shall have no ownership rights in the Confidential information and agrees that it shall not print or copy or permit to printed or copied in whole or in part the Confidential information without City Licensee's prior written consent. Prospective Franchisee shall not, directly or indirectly, challenge or contest SuperShuttle or City Licensee's ownership of the Confidential Information. Prospective Franchisee further agrees and acknowledges that, it will not use, or permit to be used, in any manner, any of the _Confidential Information in any business it or any other person may now or in the future operate, except only a business operated in accordance with a license from City Licensee. Prospective Franchisee hereby agrees to retain in confidence, and to require its officers, directors, managers, employees, agents, consultants and professional representatives and advisors ("Representatives") to retain in confidence, any and all Confidential Information delivered or disclosed by City Licensee or SuperShuttle. Prospective Franchisee agrees that no Confidential information shall be disclosed to any third party, or used by Prospective Franchisee for its own benefit, or permitted by Prospective Franchisee to be disclosed or used, without City Licensee's prior express written consent. Prospective Franchisee will disclose Confidential Information only to such of its Representatives as are reasonably required access to such information in order to advise Prospective Franchisee on acquiring a franchise from City Licensee (and to no other person) and will require each such Representative to sign a confidentiality agreement in a form acceptable to City Licensee. The parties further agree that in the event they enter into a Unit Franchise Agreement, the terms and conditions of such Unit Franchise Agreement shall be deemed "Confidentia| lnformation" and shall not be disclosed or permitted to be disclosed to any third party, except only as City Licensee may be required to do so by applicable law. 3. Termination of Discussions. ln the event that either City Licensee or Prospective Franchisee terminates their discussions, for any reason, Prospective Franchisee shall return to City Licensee (without retaining copies thereof, in any medium) any and all Confidential Information. ln particular, and not in limitation of the generality of the foregoing, Prospective Franchisee shall return to City Licensee all copies of the Franchise Disclosure Document. Prospective Franchisee expressly agrees and acknowledges that this Agreement, and its obligations hereunder, shall 2 96750562 continue, notwithstanding the termination of discussions between Prospective Franchisee and City Licensee. 4. Responsibility for and Consequences of Breach. Prospective Franchisee will be responsible for any breach of this Confidentiality Agreement by its Representatives. Prospective Franchisee agrees to take all reasonable measures including court proceedings to restrain its Representatives (and former Representatives) from unauthorized disclosure or use of Confidential Information. 5. Miscellaneous. This Agreement constitutes the entire understanding between the parties pertaining to the subject matter hereof. No supplement, modification, waiver or termination of this Agreement shall be binding unless expressly made in writing and executed by both parties hereto. No term, condition or provision of this Agreement may be waived except by an express written instrument to such effect signed by the party to whom the benefit of such term, condition or provision runs. No such waiver of any term, condition or provision of this Agreement shall be deemed a waiver of any other term, condition or provision, irrespective of similarity, or shall constitute a continuing waiver of the same term, condition or provision, unless otherwise expressly provided. No failure or delay on the part of any party in exercising any right, power or privilege under any term, condition or provision of this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any other right, power or privilege. All terms, conditions, provisions, covenants, agreements, representations and warranties (including, without limitation, the provisions of Sections 2 and 3 hereof) made shall survive the termination of the discussions or the execution of a Unit Franchise Agreement by the parties, as applicable, and the termination or expiration of this Agreement. The headings of the paragraphs contained in this Agreement are included herein for reference purposes only, solely for the convenience of the parties hereto, and shall not in any way be deemed to affect the meaning, interpretation or applicability of this Agreement or any term, condition or provision hereof. ln the event that any party to or beneficiary of this Agreement shall commence any suit, action, arbitration or other proceeding to interpret this Agreement, or determine or enforce any right or obligation created hereby, the person prevailing in such action shall recover such person's costs and expenses incurred in connection therewith, including attorney's fees and costs of appeal, if any. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute only one instrument. 3 96750562 The parties hereby agree and acknowledge that a breach of any material term, condition or provision of this Agreement would result in severe and irreparable injury to City Licensee and SuperShuttle, which injury could not be adequately compensated by an award of money damages, and the parties therefore agree and acknowledge that City Licensee and SuperShuttle shall be entitled to injunctive relief in the event of any breach of any material term, condition or provision of this Agreement, or to enjoin or prevent such a breach, including without limitation an action for specific performance hereof, without the necessity of posting a bond or any similar requirement. In the event any provision or part of any provision of this Agreement conflicts with any present or future statute, law, ordinance or regulation contrary to which the parties do not have a right to contract, the latter shall prevail but the Agreement shall not fail and the affected provision shall be curtailed and limited only to the extent necessary to bring it within the requirement of the law. This Agreement shall be binding upon and enure to the benefit of the parties hereto and their successors and representatives. This Agreement shall not be assignable by Prospective Franchisee without City Licensee's prior written consent. The parties agree that SuperShuttle is a third party beneficiary of this Agreement. IN WITNESS VVHEREOF, the parties hereto have executed this Agreement as of the date first written above. SHUTTLE EXPRESS, INC., a Maryland corporation I By. [Print Name] Title: ("Prospective Franchisee") By: [Print Name] Title: 4 96750562 li EXHIBIT GUARANTEE OF PERFORMANCE For value received, SuperShuttle Franchise Corporation, a Delaware corporation (the "Guarantor"), located at 14500 N. Noithsight Blvd., Suite 329, Scottsdale, Arizona 85260, absolutely and unconditionally guarantees to assume the duties and obligations of Shuttle Express, Inc., a Maryland corporation, located at Lower Level Pier C, Airport, Maryland 21240-0766 (the "Franchisor"), under its franchise registration in each state where the franchise is registered, and under its Franchise Agreement identified in its 2011 Franchise Disclosure Document, as it may be amended, and as that Franchise Agreement may be entered into with franchisees and amended, modified or extended from time to time. This guarantee continues until all such obligations of the Franchisor under its franchise registrations and the Franchise Agreement are satisfied or until the liability of ranchisor to its franchisees under the Franchise Agreement has been completely discharged, whichever first occurs. The Guarantor is not discharged from liability if a claim by a fran_chisee against the Franchisor remains outstanding- Notice of acceptance is waived. The Guarantor does not waive receipt of notice of default on the part ofthe Franchisor. This guarantee is binding on the Guarantor and its successors and assigns. The Guarantor signs this guarantee at Scottsdale, Arizona on the 10? day of February, 2011. SUPERSHUTTLE FRANCHISE CORPORATION A Delaware corporation as Title: Chief Financial Officer EXHIBIT I PROMISSORY NOTE lnitial Franchise Fee Baltimore, Maryland 2011 1. Promise to Pay. a[n] corporation, limited liability company, general partnership) (the "Borrower") for value received, promises to pay to Shuttle Express, Inc., Inc., a Maryland corporation, ("Lender") at Lower Level Pier C, BWI Airport, Maryland, 21240-0766, or at such other place as the Lender may from time to time designate in writing, the principal sum of in equal weekly payments of of principal and interest provided for in this Note, beginning on or before noon Monday 2011, and continuing on or before noon each Monday thereafter until the Maturity Date. 2. Interest Rate; Payment of Principal and Interest. 2.1 Certain Definitions. For purposes of this Note, the following terms shall have the following definitions: "Balance" means the principal balance outstanding at any time under this Note. "Borrower" has the meaning ascribed to it in Section 1. "Event of Default" has the meaning ascribed to it in Section 4. "Franchise Agreement" means that certain Franchise Agreement dated 2011 between Lender and Borrower. "Lender" has the meaning ascribed to it in Section 1. "Maturity Date" means 2.2 Interest Rate. The interest rate on the Balance of this Note shall be equal to lesser of per annum or (ii) the highest rate permitted under applicable law. 2.3 Payment on Maturity Date. The entire Balance of this Note and all accrued and unpaid interest thereon shall be due and payable on the Maturity Date. 1 776149.1 3. Interest. Interest at the rate provided for in this Note shall be computed on the basis of a three hundred sixty-five (365) day year for the actual number of days during which the Balance of this Note is outstanding. All payments under this Note shall be credited first to accrued interest then due and thereafter to unpaid principal, subject to the provisions of Section 8 below. Principal and interest shall be payable only in lawful money of the United States of America. 4. Waivers. Borrower and all other parties liable for payment of this Note: waive acceptance and notice of acceptance by Lender of the foregoing undertakings; waive notice of demand for payment of any indebtedness or nonperformance of any obligations hereunder; waive presentment, protest and notice of default to any party with respect to the indebtedness or nonperformance of any obligations hereunder; waive the right to assert any statute of limitations as a defense to the enforcement of this Note to the fullest extent permitted by law; consent to all extensions, renewals and modifications of this Note by the Lender and Borrower; consent to any forbearance by the Lender and to the release, addition, and substitution of any party liable for payment of this Note without notice; and consent to personal jurisdiction of the courts of the State of Maryland in connection with any action arising under this Note and to service of process by any means authorized by Maryland law. 5. Event of Default. The occurrence of any of the events defined below as an Event of Default will give Lender the right to declare all interest and principal and any other sums immediately due and payable, without any notices or demands, and to exercise any other right or remedy provided by contract or applicable law. For this purpose, the following will constitute an "Event of DefauIt": 5.1 A material breach of any provision of this Note is committed by Borrower; 5.2 Borrower becomes insolvent, bankrupt, dissolves or liquidates its assets; 5.3 Under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction assumes custody or control of any substantial part of the property of Borrower, and such custody or control is not terminated or stayed within thirty (30) days from_the date of assumption of such custody or control; or 5.4 Borrower fails to make any payment of principal and interest on the due date thereof; or 5.5 The Franchise Agreement expires or is terminated for any reason whatsoever. 2 77s149_1 6. Remedies Upon Default. Upon the occurrence of any Event of Default, the Lender, at its option, shall have the right to declare the entire principal amount of this Note plus accrued interest to be immediately due and payable. 7. Costs of Collection; Attorneys' Fees. If Borrower defaults under any of the terms of this Note, Borrower shall pay all reasonable costs and expenses, including without limitation reasonable attorneys' fees and costs, incurred by the Lender in enforcing this Note against Borrower or any surety or guarantor of this Note or collecting any amounts due hereunder immediately upon the Lender's demand, whether or not any action or proceeding is commenced by the Lender. 8. Application of Payments. Lender may apply Borrower's payments hereunder to principal, interest and other amounts due in such order and amounts as Lender may determine in its discretion. 9. Controlling Law; Forum. This Note shall be governed by the laws of the State of Delaware, without giving effect to its provision regarding choice of laws. Any suit, action or other legal proceeding relating to this Note, including without limitation an action for rescission ab initio, shall be brought only in a court sitting in Baltimore, Maryland, and Borrower consents to the jurisdiction of such court over any action and waives any right to contest such jurisdiction. 10. Successors; Assignment. This Note shall be the joint and several obligation of all parties executing this Note as Borrower and all sureties, guarantors, and endorsers of this Note, and this Note shall be binding upon each of such parties and their respective successors and assigns. This Note shall inure to the benefit of the Lender and its successors and assigns. Borrower shall not transfer any of Borrower's rights or obligations under this Note, directly or indirectly, (including without limitation a transfer of a majority ownership interest in Borrower or a transfer of substantially all of the assets of Borrower) without the Lender's prior written consent, which consent may be withheld in the Lender's discretion. Any purported assignment, encumbrance or transfer by Borrower in violation of this Section shall be void. Borrower acknowledges and agrees that Lender may assign or otherwise transfer any or all of its rights under this Note at any time in its sole discretion. 11. Savings Clause. Notwithstanding anything to the contrary contained in this Note, the interest provided for herein shall not exceed the maximum rate permitted under applicable usury laws. lf, for any reason, such interest exceeds the maximum rate permitted under applicable usury laws, then all excess interest amounts previously collected by the Lender shall be credited against the Balance of this Note or, at the Lender's option, to any other principal indebtedness of Borrower to Lender arising out of the loan evidenced by this Note. The provisions of this Note shall automatically be reformed and the amount of interest payable hereunder shall automatically be reduced to equal the maximum rate permitted under applicable usury laws. All interest payable hereunder shall be apportioned throughout the term of this Note so that the rate of 3 77s149_1 interest on the principal amount of this Note does not exceed the maxirnurn rate permitted under applicable usury laws. Borrower: By: Print Name: Title (if any): EXPRESS, INC. Bi/3 Print Name: Title (if any): 4 77a149_1 EXHIBIT PROMISSORY NOTE Specialized Equipment Deposit Baltimore, Maryland 2011 1. Promise to Pay. a[n] corporation, limited liability company, general partnership) (the "Borrower") for value received, promises to pay to Shuttle Express, Inc., a Maryland corporation, ("Lender") at Lower Level Pier C, BWI Airport, Maryland, 21240-0766, or at such _other place as the Lender may from time to time designate in writing, the principal sum of in equal installments, payable beginning on or before noon Monday 2011, and continuing on a weekly basis on or prior to noon Monday of each week thereafter until the Maturity Date. 2. Interest Rate; Payment of Principal and Interest. 2.1. Certain Definitions. For purposes of this Note, the following terms shall have the following definitions: "Balance" means the principal balance outstanding at any time under this Note. "Borrower" has the meaning ascribed to it in Section 1. "Event of Default" has the meaning ascribed to it in Section 4. "Franchise Agreement" means that certain Franchise Agreement dated 2011 between Lender and Borrower. "Lender" has the meaning ascribed to it in Section 1. Maturity Date" means 3. Interest Rate. No interest shall be charged on the Balance of this Note. 4. Payment on Maturity Date. The entire Balance of this Note shall be due and payable on the Maturity Date. I 5. Waivers. Borrower and all other parties liable for payment of this Note: waive acceptance and notice of acceptance by Lender of the foregoing undertakings; waive notice of demand for payment of any indebtedness or nonperformance of any obligations hereunder; waive presentment, protest and notice of default to any party with respect to the indebtedness or nonperformance of any - 1 obligations hereunder; waive the right to assert any statute of limitations as a defense to the enforcement of this Note to the fullest extent permitted by law; consent to all extensions, renewals and modifications of this Note by the Lender and Borrower; consent to any forbearance by the Lender and to the release, addition, and substitution of any party liable for payment of this Note without notice; and consent to personal jurisdiction of the courts of the State of Maryland in connection with any action arising under this Note and to service of process by any means authorized by Maryland law. 6. Event of Default. The occurrence of any of the events defined below as an Event of Default will give Lender the right to declare all interest and principal and any other sums immediately due and payable, without any notices or demands, and to exercise any other right or remedy provided by contract or applicable law. For this purpose, the following will constitute an "Event of DefauIt". A A material breach of any provision of this Note is committed by Borrower; Borrower becomes insolvent, bankrupt, dissolves or liquidates its assets; Under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction assumes custody or control of any substantial part of the property of Borrower, and such custody or control is not terminated or stayed within thirty (30) days from the date of assumption of such custody or control; or The Franchise Agreement expires or is terminated for any reason whatsoever. 7. Remedies Upon Default. Upon the occurrence of any Event of Default, the Lender, at its option, shall have the right to declare the entire principal amount of this Note to be immediately due and payable. 8. Costs of Collection; Attorneys' Fees. lf Borrower defaults under any of the terms of this Note, Borrower shall pay all reasonable costs and expenses, including without limitation reasonable attorneys' fees and costs, incurred by the Lender in enforcing this Note against Borrower or any surety or guarantor of this Note or collecting any amounts due hereunder immediately upon the Lender's demand, whether or not any action or proceeding is commenced by the Lender. 9. Application of Payments. Lender may apply Borrower's payments hereunder to principal and other amounts due in such order and amounts as Lender may determine in its discretion. 7761484 2 10. Controlling Law; Forum. This Note shall be governed by the laws of the State of Delaware, without giving effect to its provision regarding choice of laws. Any suit, action or other legal proceeding relating to this Note, including without limitation an action for rescission ab initio, shall be brought only in a court sitting in Baltimore, Maryland, and Borrower consents to the jurisdiction of such court over any action and waives any right to contest such jurisdiction. 11. Successors; Assignment. This Note shall be the joint and several obligation of all parties executing this Note as Borrower and all sureties, guarantors, and endorsers of this Note, and this Note shall be binding upon each of such parties and their respective -successors and assigns. This Note shall inure to the benefit of the Lenderand its successors and assigns. Borrower shall not transfer any of Borrower's rights or obligations under this Note, directly or indirectly, (including without limitation a transfer of a majority ownership interest in Borrower or a transfer of substantially all of the assets of Borrower) without the Lender's prior written consent, which consent may be withheld in the Lender's discretion. Any purported assignment, encumbrance or transfer by Borrower in violation of this Section shall be void. Borrower acknowledges and agrees that Lender may assign or otherwise transfer any or all of its rights under this Note at any time in its sole discretion. Borrower: Print Name: Title (if any): |Nc. Print Name: Title (if any): 'r7s14s.1 3 . EXHIBIT PROMISSORY NOTE Franchise Resale Opportunity Program Baltimore, Maryland 2011 1. Promise to Pay. a[n] corporation, limited liability company, general partnership, or limited partnership) (the "Borrower") for value received, promises to pay to Shuttle Express, Inc., Inc., a Maryland corporation, ("Lender") at Lower Level Pier C, BWI Airport, Maryland, 21240-0766, or at such other place as the Lender may from time to time designate in writing the principal sum of in equal weekly payments of of principal and interest provided for in this Note, beginning on or before noon Monday 2011, and continuing on or before noon each Monday thereafter until the Maturity Date. 2. Interest Rate; Payment of Principal and Interest. 2.1 Certain Definitions. For purposes of this Note, the following terms shall have the following definitions: "BaIance" means the principal balance outstanding at any time under this Note. "Borrower" has the meaning ascribed to it in Section 1. "Event of DefauIt" has the meaning ascribed to it in Section 4. "Franchise Agreement" means that certain Franchise Agreement dated 2011 between Lender's affiliate, Shuttle Express, Inc. and Borrower. "Lender" has the meaning ascribed to it in Section 1. "Maturity Date" means 2.2 Interest Rate. The interest rate on the Balance of this Note shall be equal to the lesser of per annum or (ii) the highest rate permitted under applicable law. 2.3 Payment on Maturity Date. The entire Balance of this Note and all accrued and unpaid interest thereon shall be due and payable on the Maturity Date. 12544033 3 3. Interest. Interest at the rate provided for in this Note shall be computed on the basis of a three hundred sixty-five (365) day year for the actual number of days during which the Balance of this Note is outstanding. All payments under this Note shall be credited first to accrued interest then due and thereafter to unpaid principal, subject to the provisions of Section 8 below. Principal and interest shall be payable only in lawful money of the United States of America. 4. Waivers. Borrower and all other parties liable for payment of this Note: waive acceptance and notice of acceptance by Lender of the foregoing undertakings; waive notice of demand for payment of any indebtedness or nonperformance of any obligations hereunder; waive presentment, protest and notice of default to any party with respect to the indebtedness or nonperformance of any obligations hereunder; waive the right to assert any statute of limitations as a defense to the enforcement of this Note to the fullest extent permitted by law; consent to all extensions, renewals and modifications of this Note by the Lender and Borrower; consent to any forbearance by the Lender and to the release, addition, and substitution of any party liable for payment of this Note without notice; and consent to personal jurisdiction of the courts of the State of Maryland in connection with any action arising under this Note and to service of process by any means authorized by Maryland law. 5. Event of Default. The occurrence of any of the events defined below as an Event of Default will give Lender the right to declare all interest and principal and any other sums immediately due and payable, without any notices or demands, and to exercise any other right or remedy provided by contract or applicable law. For this purpose, the following will constitute an "Event of Default": 5.1 A material breach of any provision of this Note is committed by Borrower; or 5.2 Borrower becomes insolvent, bankrupt, dissolves or liquidates its assets; or 5.3 Under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction assumes custody or control of any substantial part of the properly of Borrower, and such custody or control is not terminated or stayed within thirty~(30) days from the date of assumption of such custody or control; or 5.4 Borrower fails to make any payment due hereunder; or 5.5 The Franchise Agreement expires or is terminated for any reason whatsoever. 12544033 2 2 6. Remedies Upon Default. Upon the occurrence of any Event of Default, the Lender, at its option, shall have the right to declare the entire principal amount of this Note plus accrued interest to be immediately due and payable. 7. Costs of Collection; Attorneys' Fees. lf Borrower defaults under any of the terms of this Note, Borrower shall pay all reasonable costs and expenses, including without limitation reasonable attorneys' fees and costs, incurred by the Lender in enforcing this Note against Borrower or any surety or guarantor of this Note or collecting any amounts due hereunder immediately upon the Lender's demand, whether or not any action or proceeding is commenced by the Lender. 8. Application of Payments. Lender may apply Borrower's payments hereunder first to payment of the principal and interest, and other amounts due in such order and amounts as Lender may determine in its discretion. 9. - Controlling Law; Forum. This Note shall be governed by the laws of the State of Delaware, without giving effect to its provision regarding choice of laws. Any suit, action or other legal proceeding relating to this Note, including without limitation an action for rescission ab initio, shall be brought only in a court sitting in Baltimore, Maryland, and Borrower consents to the jurisdiction of such court over any action and waives any right to contest such jurisdiction. 10. Successors; Assignment. This Note shall be the joint and several obligation of all parties executing this Note as Borrower and all sureties, guarantors, and endorsers of this Note, and this Note shall be binding upon each of such parties and their respective successors and assigns. This Note shall inure to the benefit of the Lender and its successors and assigns. Borrower shall not transfer any of Borrower's rights or obligations under this Note, directly or indirectly, (including without limitation a transfer of a majority ownership interest in Borrower or a transfer of substantially all of the assets of Borrower) without the Lender's prior written consent, which consent may be withheld in the Lender's discretion. Any purported assignment, encumbrance or transfer by Borrower in violation of this Section shall be void. Borrower acknowledges and agrees that Lender may assign or otherwise transfer any or all of its rights under this Note at any time in its sole discretion. 11. Savings Clause. Notwithstanding anything to the contrary contained in this Note, the interest provided for herein shall not exceed the maximum rate permitted under applicable usury laws. lf, for any reason, such interest exceeds the maximum rate permitted under applicable usury laws, then all excess interest amounts previously collected by the Lender shall be credited against the Balance of this Note or, at the Lender's option, to any other principal indebtedness of Borrower to Lender arising out of the loan evidenced by this Note. The provisions of this Note shall automatically be reformed and the amount of interest payable hereunder shall automatically be reduced to equal the maximum rate permitted under applicable usury laws. All interest payable hereunder shall be apportioned throughout the term of this Note so that the rate of 12544033 2 3 interest on the principal amount of this Note does not exceed the maximum rate permitted under applicable usury laws. Borrower: By. Print Name: Title: SHUTTLE EXPRESS, INC. By- Print Name: Title: 12544033 2 4 EXHIBIT Exhibit The Unit Franchise Agreement provides that the Franchisee must sign a General Release in a form satisfactory to the City Licensee as a condition to renewal or transfer of a franchise. Following is the form of Agreement and General Release that City Licensee uses as of the date the Franchise Disclosure Document was issued. lt is subject to change by City Licensee without notice. AGREEMENT AND GENERAL RELEASE In accordance with the requirements of the Unit Franchise Agreement and in consideration of good and valuable consideration, including City Licensee's offer to permit franchisee to renew or transfer the Franchisee's Unit Franchise Agreement, the receipt and sufficiency of which is hereby acknowledged, a(n) [check one] individual, general partnership, corporation, limited liability company) and its owners (collectively, "Franchisee") on behalf of themselves and their Representatives hereby irrevocably and fully relieve, release and forever discharge Shuttle Express, Inc., a Maryland corporation ("City Licensee") and SuperShuttle Franchise Corporation, a Delaware Corporation ("SuperShutt|e") and all of their respective Representatives (together the "ReIeasees") from the Claims, as those terms are defined below. "Unit Franchise Agreement" means the Unit Franchise Agreement dated between City Licensee and Franchisee. "Representatives" means, as applicable, spouse, officers, directors, partners, stockholders, members, managers, employees, agents, representatives, attorneys, accountants, insurers, adjusters, trustees, affiliates, predecessors, successors, subsidiaries, parent corporations, heirs, executors, beneficiaries, administrators, assigns, and any and all persons or entities claiming any rights whatsoever from or through said parties. "Claims" means any and all of the following: rights, entitlements, claims (including claims of any predecessor in interest), complaints; debts, costs, liabilities, accounts, reckonings, compensation, charges, demands, agreements, contracts, covenants, representations; 12663992 2 warranties, promises, undertakings, breaches of contract, breaches of duty, controversies, suits, judgments, losses, injuries, obligations, liens, expenses (including but not limited to attorneys' fees and costs); and damages, actions and causes of action, lawsuits and administrative complaints and charges of every kind and nature whatsoever; whether known or unknown, foreseen or unforeseen, fixed or contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, which Franchisee and its Representatives may now or hereafter have, individually or collectively, against any of the Releasees based upon, arising out of, relating to or in connection with, any and all events, relationships, prior dealings, acts or omissions, agreements or any other thing which may have heretofore occurred or failed to have occurred through the date hereof, including but not limited to the Unit Franchise Agreement. The Claims include, without limitation, any legally waivable rights arising out of alleged violations of any contract or covenant, legal restriction, common law and statute to the extent permitted by law. Franchisee waives any right to bring, maintain, or participate in a class, collective, or representative action against the Releasees to the maximum extent permitted by law. Franchisee agrees that it may not serve as a representative of a class, collective, or representative action, may not participate as a member of a class, collective, or representative action, and may not recover any relief from a class, collective, or representative action. Franchisee further agrees that if it is included within a class, collective, or representative action, it will take all steps necessary to opt-out of the action or refrain from opting in, as the case may be. Franchisee further agrees that if any court of law, federal, state or other administrative agency, or any other forum assumes jurisdiction of any charge, claim, suit or action on behalf of Franchisee and any monetary or equitable relief is awarded to Franchisee, Franchisee will not accept any such monetary or equitable relief and will return any monetary relief to City Licensee or the applicable Releasee. Franchisee acknowledges and agrees that except for the consideration provided for herein, it is not entitled to and will not receive compensation or payments of any kind from City Licensee or the Releasees in connection with this Agreement and General Release or-the Unit Franchise Agreement and that no representations have been made to Franchisee regarding any such compensation or payments. lt is the intention of the parties that this instrument shall be effective as a full and final accord and satisfaction, and release of all Claims. In furtherance of this intention, Franchisee acknowledges that it understands that there may be statutes or principles of law that provide that a general release does not extend to claims which the creditor does not know or suspect to exist in its favor at the time of executing the release, which if known by it must have materially affected its settlement with the debtor. Nevertheless, Franchisee hereby waives and relinquishes eveiy right or benefit which it has under these statutes and principles of law of any applicable jurisdiction and understands the consequences of such waiver and assumes full responsibility for any injuries, damages and losses which it may incur in connection with this release. ln 12663992 2 connection with such waiver and relinquishment, Franchisee acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the Claims released, the subject matter of this Agreement and General Release or the Unit Franchise Agreement, but that it intends hereby fully, finally and forever, to settle and release all claims, disputes and differences, known or unknown, suspected or unsuspected, foreseen or unforeseen, patent or latent, which now exist, may exist or heretofore existed between it and its Representatives, on the one hand, and Releasees, on the other hand. ln furtherance of such intention, the release given herein shall be and remain in effect as a full and complete release, freely and voluntarily given, notwithstanding the discovery or existence of any additional or different facts. Franchisee acknowledges that it has been advised to and has had the opportunity to consult with attorneys and other advisors of its choosing, and to conduct whatever investigation or inquiry it deems appropriate before executing this Agreement and General Release. Franchisee acknowledges that no representation, promise or inducement not contained in this Agreement and General Release or in the documents referred to in it was made to Franchisee. Franchisee certifies that Franchisee has read and understands the terms of this Agreement and General Release, and that it execution of this Agreement and General Release indicates that it conforms to Franchisee's understanding and is acceptable to Franchisee as a final agreement. Franchisee further agrees that it has not commenced, instituted or prosecuted, and will forever refrain and forebear from commencing, instituting and prosecuting any lawsuit, action or other proceeding against the Releasees based on, arising out of, relating to or in connection with any Claims released hereunder. By executing this Release, Franchisee, for itself and its successors, represents and warrants that its representations herein are true and correct and that it has the right and authority to enter into and to accept the terms and covenants of this Agreement and General Release, and that no third party has or claims an interest in any of the Claims released hereby. Franchisee represents that it has not sold, assigned, transferred, conveyed, encumbered or otherwise disposed of any Claim, or any interest in any Claim. Franchisee acknowledges that this Agreement and General Release shall be a complete defense to any Claim subject to the terms hereof. This Agreement and General Release shall not be deemed or construed as an admission of any fact, liability or responsibility by the Releasees at any time for any purpose. Franchisee also acknowledges that it has been given a reasonable and sufficient period of time within which to consider and return this Agreement and General Release. 12663992 2 This Agreement and General Release shall be governed by and construed in accordance with the laws of the state of Delaware. l_ FRANCHISEE: Date: Print Name: Title: OWNERS: Print Name: Print Name: Print Name: Print Name: 12663992 2 4 ADDENDUM TO THE AGREEMENT AND GENERAL RELEASE OF SHUTTLE EXPRESS, INC. REQUIRED BY THE STATE OF MARYLAND 1. The following proviso is added as the last Paragraph of the Agreement and General Release: "This Agreement and General Release shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law," FRANCHISEE: Date: Print Name: Title: OWNERS: Print Name: Print Name: Print Name: Print Name: 12663992 2 EXHIBIT Blue Van Leasing Corporation Lease COMMERCIAL VEHICLE LEASE AGREEMENT THIS LEASE AGREEMENT (the "Lease Agreement" or "Lease") is made this day of 20_, between Blue Van Leasing Corporation (hereinafter "Lessor"), and (hereinafter called "Lessee"). 1. LEASED VEHICLES RENTAL PAYMENT AND TERM. Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease from Lessor, the motor vehicle specified on the applicable Vehicle Lease Order (attached hereto as Schedule or the ADA Accessible Vehicle Lease Order attached hereto as Schedule C) (the "Vehicle Lease Order") executed by Lessee and accepted by Lessor in the amount specified on the Vehicle Lease Order, Schedules and are incorporated herein by reference. The term "Vehicle" when used in this Agreement shall mean the motor vehicle as described in the Vehicle Lease Order. Lessee agrees to pay each total rental in weekly installments ("Weekly Amounts") without deduction, offset or counter claim, and also agrees to pay as additional rent, a charge per mile for mileage in excess of agreed allowance on the dates and at the place as specified in the Vehicle Lease Order. Further, Lessee agrees to pay all other amounts owing hereunder as Taxes as specified by Lessor, some or all of which Taxes may be required by Lessor to be paid as part of Lessee's Weekly Amounts. Any payment not received within 5 days of its due date shall be subject to a late charge equal to the lesser of 1.5% (one and one half percent) of such payment or $50.00 (Fifty and 00/100 Dollars), provided that the amount payable shall not exceed the highest rate permitted by law. If the delivery date for a Vehicle is other than the first or the last day of a week, the applicable Weekly Amount for such week shall be prorated based on the number of days of Lessee's possession of the Vehicle. Lessee acknowledges that all rental payments are non-cancellable. The term (the "Term") of this Agreement with respect to a Vehicle shall be as specified in the Vehicle Lease Order and shall commence on the delivery date of such Vehicle. Lessor is hereby authorized and directed to insert the delivery date and vehicle identification number on the Vehicle Lease Order. This Agreement grants to Lessee a possessory interest in the Vehicle solely as a lessee, and not as an owner, and, consistent therewith, the Lessee shall not have or acquire any right, title, or interest in or to the Vehicle except the right to use or operate it as provided herein. The title and ownership of the Vehicle shall at all times remain with Lessor. OBLIGATION TO PAY RENT TO LESSOR IS UNCONDITIONAL AND NOT SUBJECT TO ANY REDUCTION, OFFSET, DEFENSE, OR COUNTERCLAIM AND MAY NOT BE CANCELED FOR ANY REASON WHATSOEVER. In the event this Lease is not fully completed for any reason, all deposits made by Lessee will be retained by Lessor as compensation for documentation, processing and other expenses. Any security deposit payable upon execution is non-interest bearing and is to secure Lessee's performance under this Lease Agreement. Any security deposit as set forth on the Vehicle Lease Order made may be applied by Lessor to satisfy any amount owed by Lessee at lease end. If all conditions herein are fully complied with, and provided Lessee has never been in default of this Agreement per Sectionl0, the security deposit will be refunded to Lessee after the retum of the Vehicle in accordance with Section 5. 1 Lessor Initials Lessee Initials 2011 2. MAINTENANCEAND REPAIRS. Throughout the Term, Lessee shall be required, at its sole cost and expense, to do the following: Lessee shall keep and maintain each Vehicle in good operating condition and working order, and maintaining the physical condition of the Vehicle in the same condition as when it was delivered to Lessee, normal wear and tear excepted (the "Required Condition"). With respect to maintenance of the Vehicle, Lessee shall use as a guide the maintenance program prescribed in the operator's manual, and shall perform all preventive maintenance required to insure full validation of the manufacturer's warranty. Lessee shall be responsible for the cost of all gasoline, oil and filter changes, and all washing, polishing and storage, to the extent necessary, to maintain the Vehicle in the Required Condition, and maintaining proper oil, battery and cooling levels and protection against freezing of the radiator and engine. Lessee shall not alter or adjust the odometer, emission control equipment or, any items that may nullify the manufacturer's warranty on the vehicle. Lessee shall be responsible for repairs of all damage to keep the Vehicle in the Required Condition. These repairs include, but are not limited to, those necessary to retum the vehicle to the Required Condition, including repairs to exterior sheet metal, plastic body panels and plastic components, andito vehicle safety systems. All repairs must be made and using original equipment manufacturer's parts. Lessor will provide maintenance (if any) in the manner specified in the Vehicle Lease Order, and except for such costs, Lessee will pay for all other maintenance not covered by the manufacturer's warranty. Lessor will perform inspections of the vehicle every 60 days per attached Schedule D. If the vehicle does not meet the standards set forth in said Schedule, it will constitute a material breach by the Lessee and the Lease Agreement will be terminated pursuant to Section 10. 3. INSURANCE. Lessee shall be required to procure insurance for the Vehicle throughout the Term of this Lease. Lessor is not procuring insurance for this Vehicle. This insurance must be acceptable to Lessor and will include coverage and in the minimum amounts as described on Schedule A to this Lease Agreement. If the state in which the Vehicle is titled, registered and/or operated establishes or changes the minimum vehicle liability insurance limits greater than those listed on Schedule A, Lessee will insure the Vehicle at the higher minimum limits established by the state. All insurance policies shall name Lessor and such other persons or entities as Lessor may designate in writing (a "Designee") as additional insureds. Each such policy which names Lessor or Designee as an additional named insured shall provide that such insurance policy may not be canceled unless Lessor or Designee is given at least 30 (thirty) days' prior written notice of cancellation. Lessee authorizes Lessor, on Lessee's behalf, to receive and endorse checks or drafts, and settle or release any claim when the insurance relates to Lessor's ownership of the Vehicle. Lessee will also assign to Lessor any other insurance proceeds related to this Lease or Lessor's interest in the Vehicle. 4. TAXES, LICENSING, REGISTRATION. The cost of all licensing and registration of the Vehicle in Lessor's name as are required by the state or governmental agency having jurisdiction shall be borne by Lessee. In addition, Lessee shall pay all other taxes and/or assessments, fees and charges imposed on or in connection with the Vehicle when imposed or assessed. Lessee is responsible to pay all sales and use taxes, or their equivalent, as imposed or assessed as included in the 2 Lessor Initials Lessee Initials 2011 Rental Amount. In the event the amount of such taxes shall change during the temi of this Lease, Lessee shall pay to Lessor any difference in such amount, whether cumulative or prospective. 5. DELIVERY AND RETURN OF VEHICLES. Delivery and retum of the Vehicle to Lessor shall be at Lessee's expense to Lessor's place of business or as specified in Vehicle Lease Order. Lessee agrees to retum the Vehicle at the end of the lease Term in the Required Condition. Lessee and Lessor, or their agents, shall inspect the retumed Vehicle in the presence of each other. Based on that inspection, Lessor or its agents shall complete a Vehicle condition report and Lessee shall sign such report upon the completion of the inspection. After the completion of such report, in the event that Lessor reasonably determines that the Vehicle is not in the Required Condition, Lessor shall be entitled to make all repairs, alterations and cosmetic maintenance as it deems reasonably necessary to cause the Vehicle to be in the Required Condition. Any expenses incurred by Lessor in making such repairs, alterations and cosmetic maintenance, together with an administration fee of 5% (five percent) of such amounts, shall be paid by Lessee to Lessor within 10 days after Lessor provides a detailed written invoice for such amounts to Lessee. Throughout the Term, any structural alteration, special equipment or material alteration in painting, lettering or art work may only be added by Lessee with the prior written approval of the Lessor and shall be removed prior to the end of the lease Term, if requested by the Lessor, at Lessee's expense. 6. USE OF VEHICLES. Lessee hereby covenants and agrees that the Vehicle which is subject to this Lease Agreement will be used primarily for commercial purposes. Lessee shall permit only qualified, licensed, insured and authorized drivers to operate the Vehicle. Lessee agrees upon any written request from Lessor, specifying any excessive collision claims or an indication of any other incompetence by or of any driver, that Lessee will immediately take such action as is necessary to correct these conditions. Vehicle use shall, except with the written permission of Lessor, be confined to the state in which the Vehicle is titled and registered. Lessee shall not permit any Vehicle to be used in violation of any federal, state or municipal statutes, laws, ordinances, rules or regulations, or contrary to the provisions of any applicable insurance policy and Lessee shall indemnify and hold Lessor and its affiliates, successors and assigns harmless from and against any and all fines, forfeitures, damages, losses, claims, or penalties, including reasonable attorneys' fees incurred in connection with the defense of same, resulting from violation of such laws, ordinances, rules or regulations. Lessor reserves the right to require the installation of additional equipment, such as in- vehicle cameras, communication devices, or passenger assist bar(s), in the f`uture in order to further protect Lessor's asset. 7. INDENINITY. Lessee shall defend, indemnify and hold harmless Lessor and the officers, directors, employees, affiliates and agents of Lessor, from and against any damage, loss, theft, or destruction of any vehicle, and against all losses, liabilities, damages, injuries, claims, demands, costs and expenses of every kind and nature whether or not covered by insurance, including legal fees and disbursements, arising out of and in connection with the use, condition or operation of Vehicle during the lease Term. 8. DAMAGES. Lessor shall not be responsible to Lessee, or to its agents, servants or employees, for any loss of business or other damage caused by any interruption of the service herein to be fumished by Lessor, or for the time lost in the repairing or replacing of any Vehicle, nor for any other losses or damages sustained by Lessee hereunder, except as specifically provided in Lessor's undertaking in this Agreement. It is expressly understood that Lessor assumes no liability or responsibility for any acts or omissions of Lessee or of Lessee's agents or employees, or for any property of Lessee, its agents or employees, or any other person's property damaged, lost or stolen in or from the Vehicle. 3 Lessor Initials Lessee Initials 2011 9. DISCLAIMER. Until such time as a Default shall have occurred hereunder, Lessor assigns to Lessee the benefit of any warranties of the manufacturer of the Vehicle. LESSEE ACKNOWLEDGES THAT LESSOR DID NOT SELECT, MANUFACTURE, DEVELOP OR SUPPLY THE VEHICLE. LESSEE FURTHER ACKNOWLEDGES THAT LESSOR LEASES THE VEHICLE TO LESSEE AND LESSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE VEHICLE INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY. LESSEE HEREBY WAIVES ANY CLAIM (INCLUDING ANY CLAIM BASED ON STRICT OR ABSOLUTE LIABILITY IN TORT) IT MIGHT HAVE AGAINST LESSOR FOR ANY LOSS, DAMAGE (INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGE) OR EXPENSE CAUSED BY THE VEHICLE. LESSEE ACKNOWLEDGES THAT IT HAS MADE THE SELECTION OF THE VEHICLE BASED UPON ITS OWN JUDGMENT AND NOT THE JUDGMENT OF LESSOR AND EXPRESSLY DISCLAIMS ANY RELIANCE ON STATEMENTS MADE BY LESSOR OR ITS AGENTS. LESSEE FURTHER AGREES THAT THIS LEASE AGREEMENT SHALL BE DEEMED TO BE, WHETHER OR NOT THE TERMS HEREOF WOULD OTHERWISE BE SUBJECT THERETO, A FINANCE LEASE AS DEFINED IN THE COMMERCIAL CODE (AS ENACTED IN THE STATE OF MARYLAND) WHETHER OR NOT TI-IE TERMS HEREOF WOULD OTHERWISE BE SUBJECT THERETO. Lessee hereby releases and forever discharges Lessor from any and all actions, claims, demands, costs, expenses, set-offs, abatements and compensation whatsoever, in connection with the foregoing. Upon Lessee's execution of this Lease Agreement, Lessor shall be deemed to have fully performed and discharged all its obligations hereunder with respect to the Vehicle by providing Lessee with a possessory interest in the Vehicle. Lessee will not bring a claim or suit against or make settlement with the manufacturer or any other vendor as to any matter or issue relating to the Vehicle without Lessor's consent (except to the extent that any such claim, suit or settlement relates solely to the repair or replacement of the Vehicle to cause the Vehicle or its replacement to be fully operational at its factory specifications). 10. DEFAULT. Time is of the essence of this Agreement, and in the event that Lessee fails to pay in full on the date due any rental payment due hereunder, or defaults in the performance of any of the other terms, conditions and covenants contained herein, or in the event of Lessee's bankruptcy or insolvency, or if the Vehicle be levied upon or encumbered in any way, or if at any time, in the exclusive judgment of Lessor, Lessor's rights in the Vehicle in any way shall be prejudiced or rendered insecure, Lessor shall have the right to take immediate possession of the Vehicle, wherever found, with or without process of law, and to terminate Lessee's possessory interest in the Vehicle, and Lessee expressly authorizes Lessor and its agents to enter on any premises where the Vehicle may be found for the purpose of repossessing Vehicle and expressly waives any further interest in the Vehicle and any right of action arising out of such entry and repossession. Lessor shall not be liable in damages for any termination pursuant to this Section IO. Upon any termination by Lessor pursuant to this Section 10, Lessee shall be immediately responsible for the payment of all amounts due under the Lease Agreement, including, without limitation, for any specific damages Lessor may have sustained as a result of Lessee's default including, but not limited to, out-of-pocket costs of repossession and attorneys' fees. Notwithstanding the foregoing, in the event of a default or the termination by Lessor of Lessee's possessory rights in the Vehicle, Lessee shallcontinue to be responsible for the payment of all rents due under the Lease. 11. GENERAL AND MISCELLANEOUS. This instrument constitutes the entire Agreement between the parties hereto and shall be binding on their heirs, executors, administrators and their legal representative, successors and ass1r1s. The Vehicle Lease Order executed by Lessee and accepted by Lessor pursuant to this Agreement expressly constitute a part of this Agreement, and Lessee authorizes Lessor to apply to the payment of any sums due Lessor hereunder as rent or otherwise, any security deposit or other sum of money belonging to Lessee, which may come into Lessor's possession. This 4 Lessor Initials Lessee Initials 2011 Agreement may not be amended or altered in any manner except in writing signed by both parties. No forbearance to exercise any rights or privileges under this Agreement or waiver of any breach of any of its terms shall be construed as a waiver of any such terms, rights or privileges, but the same shall continue and remain full force and effect the same as if no such forbearance or waiver had occurred. Neither this Agreement nor any interest herein may be assigned by Lessee without the prior consent of Lessor thereto in writing. This lease or its interest or any rent due or to become due may, however, be assigned by Lessor without consent of Lessee, but subject to the rights of Lessee hereunder. This Agreement shall be interpreted under and governed by the laws of the State of Maryland. If any provision hereof or the application of any provision to any person or circumstances is held invalid or unenforceable, the remainder hereof and the application of such provision to other persons or circumstances shall remain valid and enforceable. Any notice given by one party to the other under this Agreement shall be given in writing at the address of the other party set out in the Vehicle Lease Order, or at such other address as may have been furnished in writing for such purposes. 12. ARBITRATION. Except as provided below, any controversy arising out of this Agreement shall be submitted to the American Arbitration Association at its offices in or nearest to Baltimore, Maryland, for final and binding arbitration in accordance with its commercial rules and procedures which are in effect at the time the arbitration is filed. The parties shall bear their own costs including without limitation attorney's fees, and shall each bear one-half of the fees and costs of the arbitrator. Any arbitration shall be conducted before a single arbitrator selected from a list of potential arbitrators provided by the American Arbitration Association. The arbitrator shall be a former judge or have at least five (5) years' experience in either commercial business legal practice or representation of clients in the transportation industry. Nothing in this Agreement shall be construed as limiting or precluding either party from bringing any action in any court of competent jurisdiction for injunctive or other extraordinary relief. The parties shall have the immediate right to seek such injunctive or other extraordinary relief at any time, including without limitation during the pendency of an arbitration or other proceeding. The parties acknowledge that their relationship is unique and that there are and will be differences from the relationships City Licensee may have with other franchisees or licensees. Therefore, any arbitration, suit, action or other legal proceeding shall be conducted and resolved on an individual basis only and not on a class-wide, multiple plaintiff, consolidated or similar basis. 13. ENCUMBRANCES. Lessee shall, at Lessee's expense, keep the Vehicle free and clear of liens, security interests, attachments, seizures and encumbrances of any kind (except those arising hereunder or solely through the acts of Lessor). 14. NOTICES. Any notice, request, instruction or other document to be given hereunder by a party hereto shall be in writing and shall be deemed to have been given when received if given in person or by courier or a courier service, on the date of transmission if sent by facsimile or other wire transmission or three days after being deposited in the U.S. mail, certified or registered mail, postage prepaid, addressed as follows or to such other individual or address as a party hereto may designate for itself by notice given in writing to the other party: If to Lessor: 14500 N. Northsight Blvd. Ste. 329 Scottsdale, AZ 85260 Attn: Fax: (480) 607-9376 5 Lessor Initials Lessee Initials 2011 If to Lessee: To the Notice Address set forth on the Vehicle Lease Order 15. SPECIAL PROVISIONS AND DELETIONS. Special provisions and deletions, if any, are listed in the SCHEDULES to this Lease Agreement. IN WITNESS WHQEREOF, the parties hereto have executed this Lease Agreement as of the day and year first above written, Lessee has read entire agreement and agrees to the terms therein. LESSOR: LESSEE: (Signature) (Signature) (Print Name) (Print Name) (Title) 6 Lessor Initials Lessee Initials 2011 SCHEDULE A PROVISIONS OF THE LEASE Provided By: Lessor Lessee License and Taxes: State License Sales Tax Excise Tax (if applicable) Personal Property Tax (if applicable) All Other Taxes All Permits and Other Fees Insurance: Comprehensive (Minimum of Actual Cash Value) Collision (Minimum of Actual Cash Value) Automotive Liability (Bodily Injury, Property Damage, Combined)* Excess Liability (Bodily Injury, Property Damage Combined)* Uninsured Motorists (minimum coverage determined by statute) *Automotive and Excess Liability combined must have a combined single limit of $5 million. Deductible Per Occurrence: 2,000 Maximum Maintenance: All Maintenance Provided By: 7 . Lessor Inrtlals Lessee Imtrals 2011 SCHEDULE VEHICLE LEASE ORDER Lease No: Unit No. Delivery Date: Lessee: Phone: Address: hereby order for Lease under the terms of Lessor's Lease Agreement, which is incorporated by Reference, the following vehicle to be delivered and returned to: "vW PAYMENT DUE FROM LESSEE I. To Initiate the Vehicle Order A. Non-interest bearing Vehicle Security deposit (due and payable in full Within 45 days of signing lease): B. Other TOTAL TO INITIATE ORDER: II. Weekly Charges A. Weekly Lease Amount: B. Fees/ Sales and Use Taxes: C. Other: SS TOTAL WEEKLY PAYMENT: OTHER TERMS Term of Lease: 42 months (182 weeks) Estima It is the responsibility of the Lessee to return the vehicle at the end of the lease term The weekly lease payment will continue to accrue until the vehicle is returned. ted wholesale value at lease end shall be determined based on fair market value. Payments Due: Weekly Remit Payment to: Blue Van Leasing Corporation c/o Shuttle Express, Inc. Lower Pier Level BWI Airport, Maryland 21240 SPECIAL PROVISIONS: See Attached LESSOR: LESSEE: (Signature) (Signature) (Print Name) (Print Name) (Title) Lessor Initials 2011 (Date) 8 Lessee lnrtials SCHEDULE ADA ACCESSIBLE VEHICLE LEASE ORDER Lease No: Unit No. Delivery Date: Lessee: Phone: Address: hereby order for Lease under the terms of Lessor's Lease Agreement, which is incorporated by Reference the following vehicle to be delivered and returned to: VEHICLE DESCRIPTION Body yp?= Serial Numbeh PAYMENT DUE FROM LESSEE I. To Initiate the Vehicle Order A. Non-interest bearing Vehicle Security deposit (due and payable in full within 45 days of signing lease): B. Other TOTAL TO INITIATE ORDER: II. Weekly Charges A. Weekly Lease Amount: 35 B. Fees/ Sales and Use Taxes: C. Other: TOTAL WEEKLY PAYMENT: OTHER TERMS Term of Lease: It is the responsibility of the Lessee to return the vehicle at the end ofthe lease term. The weekly lease payment will continue to accrue until the vehicle is returned. Estimated Wholesale Value Lease End: - Vehicle to be returned to Blue Van Leasing at the end of the term Payments Due: Weekly Remit Payment to: Blue Van Leasing Corporation c/o Shuttle Express, Inc. Lower Pier Level BWI Airport, Maryland 21240 SPECIAL PROVISIONS: See Attached LESSOR: LESSEE: (Signature) (Signature) (Print Name) (Print Name) (Title) (Date) P9 . Lessor Initials Lessee Initials 2011 SCHEDULE 60 DAY INSPECTION REQUIREMENTS FOR BLUE VAN LEASING CORPORATION A) Lessee to produce copies of receipts for all maintenance as follows: 1. Oil Change and Inspect Air Filter every 4,000 Miles 2. Replace Fuel Filter every 30,000 miles 3. Flush Transmission every 40,000 Miles 4. Cooling system Flush every 80,000 Miles 5. Tune Up every 80,000 Miles 6. Rear Differential Service every 100,000 Miles B) Vehicle Exterior: 1. Cleanliness - Body, Windows, Wheels 2. Check for Dents on body and bumper 3. Check for Windshield Damage 4. Check all mirrors for function, damage and spotter mirrors 5. Check all doors for proper functioning 6. All decals present and undamaged 7. Running boards fully attached and in good condition C) Vehicle Interior 1. Overall Cleanliness- free from odors and trash 2. Guest Seating Area- Clean seats, no visible damage 3. Seatbelts fully operational and available 4. Rearview mirror functional and free from hanging objects 5. Dashboard, floor and seats free from personal/any objects 6. All correct interior signage present and undamaged 7. Spare and jack present and functional 8. Complete, functional safety road kit 9. Updated insurance card, registration and accident report kit 10. Trip Hazards, Carpet, wires, etc. D) With Ignition Started 1. Heat and AC functional 2. Horn functional 3. All gauges functional 4. No warning lights flashing 5. Windshield wipers /fluid in good working order 6. Check interior lighting for proper functioning 7. Document engine noises to be checked out by a mechanic 8. Check driver maintenance records for brake service 9. Every 6 months- Inspector to road test vehicle - 2 Mile Drive a. Apply brakes: Document noise, pulling or shaking of vehicle E) Additional Safety Checks 1. Document tire tread depth with tread gauge (Minimum 4/32 in. front 2/32 in. back) 2. Document cold tire pressure with pressure gauge 3. Check tires for evenness of wear 4. Check tires for cuts, bubbles or punctures 5. All lights functional- front, rear and brake lights 6. Emergency flashers and turn signals functional F) Cig Specific inspection Points 1 2. 3. Lessor /n/tia/s 1 0 Lessee Initials 201 EXHIBIT Exhibit LIST OF PARENT COMPANIES Name of Parent Company SuperShul1le Internatronal Inc Veolra Transportatron on Demand Inc Veolla Transportatlon Inc Veolla Transport A Veolla Transdev A Veolra Envlronnement A Address 14500 North Sulte 329 Scottsdale Anzona 85260 14500 North Sulte 329 Scottsdale Arrzona 85260 720 Butterfreld Road Surte 300 36 38 avenue Kleber 75116 Pans France 36 38 avenue Kleber 75116 Pans France 36 38 avenue Kleber 75116 Pans, France 12660896 2 RECEIPT This Disclosure Document summarizes certain provisions of the franchise agreement and other information in plain language. Read this disclosure document and all agreements carefully. If Shuttle Express, Inc. offers you a franchise, it must provide this disclosure document to you 14 calendar days before you sign a binding agreement with, or make a payment to, the franchisor or an affiliate in connection with the proposed franchise sale. If Shuttle Express, Inc. does not deliver this disclosure document on time or it contains a false or misleading statement, or a material omission, a violation of federal law and state laws may have occurred and should be reported to the Federal Trade Commission, Washington, D.C. 20580 and the applicable state agency listed in Exhibit A. Following is information about franchise sellers involved in this transaction: _Paul Elliott or Jacqueline Holloway or Deisha Terry or Dwight Kines, Lower Level Pier C, BWI Airport, MD 21240-0766, (410) 859-3427. Issuance Date: February 10, 2011. I Shuttle Express, Inc. and SuperShuttle Franchise Corporation authorize the respective state agencies identified in Exhibit to receive service of process for them in the particular state. I received a disclosure document issued February 10, 2011, that included the following Exhibits. A. List of State Administrators B. Lists of Agents for Service of Process C. Financial ,Statements D. Unit Franchise Agreement E. Unit Franchise Operations Manual Table of Contents F. information on City Licensee's Franchisees G. Confidentiality and Nondisclosure Agreement H. Guaranty of Performance I. Promissory Note (Equipment Deposit) J. Promissory Note (Initial Franchise Fee) K. Promissory Note (Transfer Purchase Price) L. Agreement and General Release M. Vehicle Lease Agreement N. List of Parent Companies Date: [Signature] State of County of individually and as an officer, partner or manager of On before me, a(n) that has been or will be formed to act as a franchisee Personally appeared who proved to Address: me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and City State Zip Code acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their Area Code Phone Number signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Maryland that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) BWI 2011 (10-yr) 112987741 126641102 RECEIPT This Disclosure Document summarizes certain provisions of the franchise agreement and other information in plain language. Read this disclosure document and all agreements carefully. If Shuttle Express, Inc. offers you a franchise, it must provide this disclosure document to you 14 calendar days before you sign a binding agreement with, or make a payment to, the franchisor or an affiliate in connection with the proposed franchise sale. If Shuttle Express, Inc. does not deliver this disclosure document on time or it contains a false or misleading statement, or a material omission, a violation of federal law and state laws may have occurred and should be reported to the Federal Trade Commission, Washington, D.C. 20580 and the applicable state agency listed in Exhibit A. Following is information about franchise sellers involved in this transaction: _Paul Elliott or Jacqueline Holloway or Deisha Terry or Dwight Kines, Lower Level Pier C, BWI Airport, MD 21240-0766, (410) 859-3427. Issuance Date: February 10, 2011. Shuttle Express, Inc. and SuperShuttle Franchise Corporation authorize the respective state agencies identified in Exhibit to receive service of process for them in the particular state. I received a disclosure document issued February 10, 2011, that included the following Exhibits. A. List of State Administrators B. Lists of Agents for Service of Process C. Financial Statements D. Unit Franchise Agreement E. Unit Franchise Operations Manual Table of Contents F. information on City Licensee's Franchisees G. Confidentiality and Nondisclosure Agreement H. Guaranty of Performance I I. Promissory Note (Equipment Deposit) J. Promissory Note (Initial Franchise Fee) K. Promissory Note (Transfer Purchase Price) L. Agreement and General Release M. Vehicle Lease Agreement N. List of Parent Companies Date: [Signature] State of County of individually and as an officer, partner or manager of On before me, a(n) that has been or will be formed to act as a franchisee Personally appeared who proved to Address: me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and City State Zip Code acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their Area Code Phone Number signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Maryland that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) BWI 2011 (1 O-yr) 11298774.1 126641102