Mac-Gray (TUC)

Certain Relationships and Related Transactions

Pursuant to a Stockholders’ Agreement by and among the Company and certain of its stockholders dated June 26, 1997 (the “Stockholders’ Agreement”), (i) each of Mr. Stewart G. MacDonald, Jr. (“Mr. S. MacDonald”), Ms. Sandra E. MacDonald (“Ms. S. MacDonald”), Mr. Daniel W. MacDonald (“Mr. D. MacDonald,” and collectively, the “MacDonalds”) (and any assignees or trusts created by them or under which they are beneficiaries) received “piggy-back” and demand registration rights, (ii) each of the MacDonalds granted to and received rights of first offer to purchase shares of the Company’s Common Stock offered for sale by another stockholder who is a party thereto and (iii) the MacDonalds granted to the Company rights of second offer to purchase such shares.

In 1977, Mac-Gray Co. entered into an arrangement with the Company’s co-founder and then Chief Executive Officer that provided his wife, Ms. Evelyn C. MacDonald (“Ms. E. MacDonald”), with an annual payment following his death. The Company, through its subsidiary, Mac-Gray Services, pays Ms. E. MacDonald, the mother of Mr. S. MacDonald, the Company’s Chairman and Chief Executive Officer, a fixed amount of $104,000 per year pursuant to this arrangement, which is not evidenced by a comprehensive written agreement, and will continue to make such payments for the remainder of Ms. E. MacDonald’s life.

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Certain Relationships and Related Transactions

Pursuant to a Stockholders’ Agreement by and among the Company and certain of its stockholders dated June 26, 1997 (the “Stockholders’ Agreement”), (i) each of Mr. Stewart G. MacDonald, Jr. (“Mr. S. MacDonald”), Ms. Sandra E. MacDonald (“Ms. S. MacDonald”), Mr. Daniel W. MacDonald (“Mr. D. MacDonald,” and collectively, the “MacDonalds”) (and any assignees or trusts created by them or under which they are beneficiaries) received “piggy-back” and demand registration rights, (ii) each of the MacDonalds granted to and received rights of first offer to purchase shares of the Company’s Common Stock offered for sale by another stockholder who is a party thereto and (iii) the MacDonalds granted to the Company rights of second offer to purchase such shares.

In 1977, Mac-Gray Co. entered into an arrangement with the Company’s co-founder and then Chief Executive Officer that provided his wife, Ms. Evelyn C. MacDonald (“Ms. E. MacDonald”), with an annual payment following his death. The Company, through its subsidiary, Mac-Gray Services, pays Ms. E. MacDonald, the mother of Mr. S. MacDonald, the Company’s Chairman and Chief Executive Officer, a fixed amount of $104,000 per year pursuant to this arrangement, which is not evidenced by a comprehensive written agreement, and will continue to make such payments for the remainder of Ms. E. MacDonald’s life.

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Item 13. Certain Relationships and Related Transactions

        The information appearing under the caption "Certain Relationships and Related Transactions" in the Company's definitive proxy statement for its 2005 annual meeting of stockholders is incorporated herein by reference.