Common use of Capital Stock and Related Matters Clause in Contracts

Capital Stock and Related Matters. At the time of the Closing and after giving effect to the transactions contemplated by this Agreement, the authorized capital stock of the Company will consist of (a) 500,000,000 shares of Common Stock, of which approximately 71,500,000 shares will be outstanding, (b) 300,000 shares of Series A Perpetual Convertible Preferred Stock, of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding and (d) 4,600,000 shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All of the outstanding shares of Capital Stock are, and at the Closing will be, validly issued and outstanding, fully paid and non-assessable. Except as set forth above and on Exhibit E, the Company has no outstanding stock or securities convertible into or exchangeable for any shares of its Capital Stock, or any outstanding rights (either preemptive or other) to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock or any stock or securities convertible into or exchangeable for any Capital Stock of the Company. Except as set forth on Exhibit E, the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock or any convertible securities, rights or options of the type described in the preceding sentence. Neither the Company nor any of its Subsidiaries is a party to, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting the transfer of any shares of the Company's Capital Stock which would affect the transferability of the Common Stock issuable upon conversion of the Stock.

Capital Stock and Related Matters. At (i) The attached Capitalization Schedule accurately sets forth the time following information with respect to the Company's capitalization as of the Closing and after giving effect to the transactions contemplated by this Agreement, immediately thereafter: (1) the authorized capital stock of the Company will consist Company, (2) the number of (a) 500,000,000 shares of Common Stock, each class of which approximately 71,500,000 shares will be outstanding, (b) 300,000 shares of Series A Perpetual Convertible Preferred Stock, of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding and (d) 4,600,000 shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All of the outstanding shares of Capital Stock are, and at the Closing will be, validly capital stock issued and outstanding, fully paid (3) the number of shares of each class of capital stock reserved for issuance upon exercise of options, warrants (including the Warrants), convertible securities, etc., (4) the name of each holder of capital stock and non-assessable. Except as set forth above the amount of stock owned by each such holder and on Exhibit E(5) with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the number of shares covered, the exercise price and the expiration date. As of the Closing, neither the Company has no nor any of its Subsidiaries shall have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor shall it have outstanding any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital Stock of stock appreciation rights or phantom stock plans, except for the Company. Except Warrants and except as set forth on Exhibit Ethe Capitalization Schedule. As of the Closing, neither the Company is not nor any of its Subsidiaries shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options of the type described in the preceding sentence. Neither the Company nor any of to acquire its Subsidiaries is a party tocapital stock, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting the transfer Capitalization Schedule and except pursuant to the Warrants, the Equityholders Agreement and the Stockholders Agreement. As of any the Closing, all of the outstanding shares of the Company's Capital Stock which would affect the transferability of capital stock shall be validly issued, fully paid and nonassessable and the Common Stock issuable upon conversion exercise of the StockWarrants will, when issued, be duly authorized and validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. At the time As of the Closing and after giving effect to the transactions contemplated by this Agreementdate hereof, the authorized capital stock of the Company will consist consists of (a) 500,000,000 4,000 shares of Company Common Stock, of which approximately 71,500,000 shares will be outstanding, (b) 300,000 shares of Series A Perpetual Convertible Preferred Stock, of which 300,000 2,010 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding issued and (d) 4,600,000 shares of preferred stock, undesignated as to terms, none of which are outstanding. The issued and outstanding capital stock of the Company is obligated to issue Common consists exclusively of the Shares and, upon the consummation of the Stock on conversion Purchase, the Buyer will own all of debentures held by United Rentals Trust I, a business trust organized under Delaware lawthe issued and outstanding capital stock of the Company. The Schedule 3.5 sets forth the names of the beneficial and record owners of the Company Common Stock and the Stock are hereinafter collectively referred number of shares held by each such owner. The Seller has good and marketable title, free and clear of any Liens, to as "Capital Stock". All all of the outstanding shares Company Common Stock set forth on Schedule 3.5. The sale and transfer of Capital Stock arethe Shares by the Seller to the Buyer will vest title to the Shares in the Buyer free and clear of any Liens, limitations or restrictions of any nature whatsoever (other than restrictions under applicable securities laws and at other than Liens on the Shares granted by the Buyer to third parties on or after the Closing will be, Date). The Company Common Stock has been duly authorized and validly issued and outstanding, is fully paid and non-assessablenonassessable. Except as set forth above and or on Exhibit ESchedule 3.5, no shares of Company Common Stock are outstanding; the Company has no does not have outstanding stock or any securities convertible into or exchangeable for any shares of its Capital Stockcapital stock, or any outstanding rights (either preemptive or other) to subscribe for or to purchase, purchase or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any other character relating toto the issuance of, any Capital Stock capital stock, or any stock or securities convertible into or exchangeable for any Capital Stock of the Company. Except as set forth on Exhibit E, capital stock; and the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire retire, or to register under the Securities Act, any shares of its Capital Stock capital stock. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any convertible securitiesmatter. There are no capital appreciation rights, phantom stock plans, securities with participation rights or options features or similar obligations and commitments of the type described in Company. There are no voting trusts, stockholder agreements, proxies or other similar agreements or understandings to which the preceding sentence. Neither Seller or the Company nor any of its Subsidiaries is a party to, or has knowledge of, by which the Seller or the Company is bound with respect to the voting or transfer of the Shares and there are no contractual obligations or commitments of any agreement (except as set forth on Exhibit E) character restricting the transfer of any shares of of, or requiring the Company's Capital Stock which would affect registration for sale of, the transferability of the Common Stock issuable upon conversion of the StockShares.

Capital Stock and Related Matters. At the time As of the Closing (or other indicated date) and after giving effect to the transactions contemplated by this Agreement, hereby (i) the authorized capital stock Capital Stock of the Company will consist of (a) 500,000,000 60,000 shares of Common Stock, par value $1.00 per share, of which approximately 71,500,000 30,000 shares will be outstandingissued and outstanding at November 14, (b) 300,000 shares of Series A Perpetual Convertible Preferred Stock1994, of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 no shares will be held by the Company as treasury stock, no shares will be reserved for issuance upon the exercise of currently outstanding stock options, no shares will be reserved for issuance upon the exercise of authorized stock options that have not been granted, and 11,667 shares will be reserved for issuance upon the exercise of outstanding Warrants to purchase Common Stock, (dii) 4,600,000 no shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on conversion of debentures will be owned or held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and or for the Stock are hereinafter collectively referred to as "Capital Stock". All account of the outstanding shares of Capital Stock areCompany, and at the Closing will be, validly issued and outstanding, fully paid and non-assessable. Except as set forth above and on Exhibit E, (iii) the Company has no will not have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stock, or any outstanding rights (either preemptive or other) to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwiseother) of, or any outstanding calls, commitments or claims of any other character relating toto the issuance of, any Capital Stock or any stock or securities convertible into or exchangeable for any Capital Stock (other than (x) stock options or stock appreciation rights issued pursuant to the Performance Plan described in SCHEDULE 9C hereto, (y) the Warrants and (z) subscription rights with respect to any shares not purchased on the Closing Date as a part of the Company. Except 's initial equity offering of up to a maximum of $6,300,000, including the Common Stock sold on the Closing Date as set forth on Exhibit E, described in paragraph 4A(xviii)) and (iv) the Company is will not be subject to any obligation (contingent or otherwiseother) to repurchase or repurchase, otherwise acquire or retire any shares of Capital Stock. The Company has not granted or agreed to grant any rights relating to the registration of its Capital Stock or any convertible securitiessecurities under applicable federal and state securities laws, rights or options of the type described including piggyback rights, except as provided in the preceding sentence. Neither the Company nor any of its Subsidiaries is a party to, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting the transfer of any shares of the Company's Capital Stock which would affect the transferability of the Common Stock issuable upon conversion of the StockRegistration Rights Agreement.

Capital Stock and Related Matters. At the time (i) As of the Closing and after giving effect to the transactions contemplated by this Agreementimmediately thereafter, the authorized capital stock of the Company will shall consist of (a) 500,000,000 175,000 shares of Common Stock, of which approximately 71,500,000 25,000 shares will shall be outstanding, designated as Class A Common (b) 300,000 shares of Series A Perpetual Convertible Preferred Stock, of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding and (d) 4,600,000 shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated shall be issued and outstanding and 24,250 of which shall be reserved for issuance to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred Purchaser pursuant to as "Capital Stock". All of the outstanding shares of Capital Stock aresubparagraph 1B(b) hereof), and at the Closing will be, validly 150,000 shares shall be designated as Class B Common (30,108 of which shall be issued and outstanding, fully paid 45,000 of which shall be reserved for issuance to the Purchaser pursuant to subparagraph 1B(b) hereof, 8,892 of which shall be reserved for issuance to the Executives pursuant to the Management Agreements and non-assessable6,000 shall be reserved for issuance to certain other members of senior management of the Company). Except as set forth above and on Exhibit EAs of the Closing, the Company has no shall not have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor shall it have outstanding any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital Stock stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement and the Management Agreements. As of the Company. Except as set forth on Exhibit EClosing, the Company is shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options to acquire its capital stock, except pursuant to this Agreement and the Management Agreements. As of the type described in Closing, all of the preceding sentence. Neither the Company nor any of its Subsidiaries is a party to, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting the transfer of any outstanding shares of the Company's Capital Stock which would affect the transferability of the Common Stock issuable upon conversion of the Stockcapital stock shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. At (i) The "CAPITALIZATION SCHEDULE" referenced in the time Disclosure Letter accurately sets forth the following information with respect to the capitalization of Holdings as of the Initial Closing and after giving effect to the transactions contemplated by this Agreement, immediately thereafter: (1) the authorized capital stock of Holdings, (2) the Company will consist number of (a) 500,000,000 shares of Common Stock, each class of which approximately 71,500,000 shares will be outstanding, (b) 300,000 shares of Series A Perpetual Convertible Preferred Stock, of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding and (d) 4,600,000 shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All of the outstanding shares of Capital Stock are, and at the Closing will be, validly capital stock issued and outstanding, fully paid (3) the name of each holder of capital stock and non-assessable. Except as set forth above the amount of stock owned by each such holder and on Exhibit E(4) with respect to all outstanding options and rights to acquire the capital stock of Holdings: the holder, and the number of shares covered, and, where reasonably available, the Company has no exercise price and the expiration date. Immediately after the Initial Closing, Holdings shall not have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor shall it have outstanding any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital Stock of stock appreciation rights or phantom stock plans, except for the Company. Except Warrants and except as set forth on Exhibit Ethe CAPITALIZATION SCHEDULE referenced in the Disclosure Letter. As of the Initial Closing and immediately thereafter, and except as set forth on the Company is not CAPITALIZATION SCHEDULE referenced in the Disclosure Letter, neither Holdings nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock Holdings' capital stock or any convertible securitieswarrants, options or other rights or options to acquire its capital stock, except indicated on the CAPITALIZATION SCHEDULE referenced in the Disclosure Letter. As of the type described in Initial Closing and immediately thereafter, all of the preceding sentence. Neither the Company nor any of its Subsidiaries is a party to, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting the transfer of any outstanding shares of the Company's Capital Stock which would affect capital stock of Holdings shall be validly issued, fully paid and nonassessable and the transferability capital stock issuable directly or indirectly upon exercise of the Common Stock issuable upon conversion of the StockWarrants will, when issued, be duly authorized and validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. At the time (i) As of the Closing and after giving effect to the transactions contemplated by this Agreementdate hereof, the authorized capital stock of the Company will consist consists of (a) 500,000,000 30,000,000 shares of Common Stock, of which approximately 71,500,000 11,060,000 shares will are issued and outstanding and are held beneficially and of record by the Sellers as set forth on the Capitalization Schedule attached hereto (free and clear of all Encumbrances) and of which 5,200,000 shares are reserved for issuance upon exercise of stock options authorized pursuant to the Stock Option Plans. As of the Closing and immediately thereafter (and after giving effect to the issuance of the Preferred Stock), the authorized capital stock of the Company shall consist of (a) 482,684 shares of Redeemable Preferred Stock, all of which shall be issued and outstanding, (b) 300,000 22,790,000 shares of Series A Perpetual Convertible Preferred Stock, of which 300,000 shares are outstanding, 22,785,424 shall be issued and outstanding and (c) 100,000 50,000,000 shares of Series B Perpetual Convertible Preferred Common Stock, of which 100,000 2,212,000 shares will shall be issued and outstanding and (d) 4,600,000 22,790,000 shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on shall be reserved for issuance upon conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common the Convertible Preferred Stock and 6,268,397 shares shall be reserved for issuance upon exercise of stock options authorized pursuant to the Stock are hereinafter collectively referred to as "Capital Stock". All of the outstanding shares of Capital Stock are, and at the Closing will be, validly issued and outstanding, fully paid and non-assessableOption Plans. Except as set forth above and in the immediately preceding sentence or on Exhibit Ethe Capitalization Schedule, the Company has no does not have and as of the Closing Date will not have outstanding any, stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital Stock stock appreciation rights or phantom stock plans, other than, as of the CompanyClosing Date, any options granted pursuant to the Stock Option Plans as of the Closing Date. Except as set forth on Exhibit E, the The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights to acquire its capital stock, other than as expressly provided in or options contemplated by this Agreement and, as of the type described in Closing, pursuant to the preceding sentenceArticles of Incorporation and the Shareholders Agreement. Neither As of the Company nor any date hereof and as of its Subsidiaries is a party tothe Closing and immediately thereafter, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting all of the transfer of any outstanding shares of the Company's Capital Stock which would affect the transferability of the Common Stock issuable upon conversion of the Stockcapital stock are or shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. At the time (a) As of the Initial Closing and after giving effect to the transactions contemplated by this Agreementimmediately thereafter, the authorized capital stock Capital Stock of the Company will shall consist of (ai) 500,000,000 1,000,000 shares of preferred stock, 134,000 of which shall be designated as Class A Preferred and (ii) 100,000,000 shares of Common Stock, of which approximately 71,500,000 11,529,094 shares will shall be outstanding, (b) 300,000 issued and outstanding and 13,400,000 shares shall be reserved for issuance upon conversion of Series A Perpetual Convertible the Preferred Stock, of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding and (d) 4,600,000 shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All As of the outstanding shares of Capital Stock areInitial Closing, and at the Closing will be, validly issued and outstanding, fully paid and non-assessable. Except as set forth above and on Exhibit E, neither the Company has no nor any Subsidiary shall have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital StockStock or other equity securities or containing any profit participation features, nor shall it have outstanding any warrants, options or any outstanding other rights (either preemptive or other) to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any its Capital Stock or other equity securities or any stock or securities convertible into or exchangeable for any its Capital Stock of or other equity securities or any stock appreciation rights or phantom stock plans, except for the Company. Except Preferred Stock issued to Purchaser and except as set forth on Exhibit Ethe attached Capitalization Schedule. The Capitalization Schedule accurately sets forth the following information with respect to all outstanding warrants, options and other rights to acquire the Company’s Capital Stock and other equity securities: the holder, the number of shares covered, the issuance date, the exercise price, any applicable vesting schedule and the expiration date. As of the Initial Closing, neither the Company is not nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock or other equity securities or any convertible warrants, options or other rights to acquire its Capital Stock or other equity securities, rights or options of the type described in the preceding sentence. Neither the Company nor any of its Subsidiaries is a party to, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting the transfer Capitalization Schedule and except pursuant to the Certificate of any Designation with respect to the Preferred Stock. As of the Initial Closing, all of the outstanding shares of the Company's ’s Capital Stock which would affect shall be validly issued, fully paid and nonassessable and shall be free and clear of any Lien (other than pursuant to the transferability of Transaction Agreements), and the Common Stock issuable upon conversion of the StockPreferred Stock has been duly and validly authorized and reserved for issuance and, when issued in compliance with the provisions of the Certificate of Designation, shall be validly issued, fully paid and nonassessable and shall be free and clear of any Lien (other than pursuant to the Transaction Agreements); provided that the Company’s Capital Stock shall be subject to restrictions on transfer under applicable state and/or federal securities Laws. The Capitalization Schedule accurately sets forth the Closing Price of the Common Stock as of the Trading Day immediately prior to the date of this Agreement.

Capital Stock and Related Matters. At the time (i) As of the Closing and after giving effect to the transactions date hereof and, except as expressly contemplated by this Agreement, as of the Closing, the "Capitalization Schedule" correctly sets forth the authorized and outstanding capital stock of the Company will consist and the name and number of (a) 500,000,000 shares of Common Stock, of which approximately 71,500,000 shares will be outstanding, (b) 300,000 shares of Series A Perpetual Convertible Preferred Stock, of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding and (d) 4,600,000 shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on conversion of debentures capital stock held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All each stockholder of the outstanding shares Company. As of Capital Stock arethe Closing, and at the Closing will be, validly issued and outstanding, fully paid and non-assessable. Except except as set forth above and on Exhibit Ethe Capitalization Schedule, neither the Company has no nor any Subsidiary shall have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor shall it have outstanding any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital Stock stock appreciation rights or phantom stock rights. As of the Company. Except as set forth on Exhibit EClosing, neither the Company is not nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock, any warrants, options or other rights to acquire its capital stock, or any convertible securities, rights or options obligation to make any payments with respect to any profit participation features of the type described in the preceding sentence. Neither the Company nor any of its Subsidiaries is a party tocapital stock, carried interest rights, stock appreciation rights, phantom stock rights or has knowledge ofsimilar rights, any agreement (except as set forth on Exhibit E) restricting the transfer Capitalization Schedule and except pursuant to the Certificate of any Incorporation and the Executive Option Agreements. As of the Closing, all of the outstanding shares of the Company's Capital Stock which would affect the transferability of the Common Stock issuable upon conversion of the Stockcapital stock shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. At the time (i) As of the Closing and after giving effect to the transactions contemplated by this Agreement, the authorized capital stock of the Company will shall consist of (a) 500,000,000 750,000 shares of Convertible Preferred Stock, of which 507,805.25 shares shall be issued and outstanding, and (b) 1,100,000 shares of Common Stock, of which approximately 71,500,000 no shares will shall be outstandingissued and outstanding and 101,500 of which shall be reserved for issuance upon exercise of stock options to be issued under the Company's Stock Option Plan and the remainder of which shall be reserved for issuance upon conversion of the Convertible Preferred Stock (it being understood that promptly following the Closing, (b) 300,000 the Company shall cause to be filed an amendment to its certificate of incorporation increasing the number of authorized shares of Series A Perpetual its Common Stock to at least 1,200,000 and reserving for issuance upon conversion of the Convertible Preferred Stock an additional number of shares of Common Stock sufficient to permit conversion in full of all outstanding shares of Convertible Preferred Stock, together with the exercise of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred all outstanding options to acquire Common Stock, of which 100,000 shares will be outstanding and (d) 4,600,000 shares of preferred stock, undesignated as to terms, none of which are outstanding). The Company is obligated to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All As of the outstanding shares of Capital Stock areClosing, and at the Closing will be, validly issued and outstanding, fully paid and non-assessable. Except as set forth above and on Exhibit E, neither the Company has no nor any of its Subsidiaries shall have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor shall it have outstanding any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital stock appreciation rights or phantom stock plans, except for the Convertible Preferred Stock and except for any options issued under the Company's Stock Option Plan. As of the Company. Except as set forth on Exhibit EClosing, neither the Company is not nor any of its Subsidiaries shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options of the type described in the preceding sentence. Neither the Company nor any of to acquire its Subsidiaries is a party tocapital stock, or has knowledge of, any agreement (except as set forth on Exhibit Ein the Certificate of Incorporation and except pursuant to any rights exercised by the Company pursuant to the Stockholders Agreement (as defined below) restricting or the transfer Executive Stock Agreements entered into by the Company and certain executives, dated as of any September 30, 2003. As of the Closing, all of the outstanding shares of the Company's Capital Stock which would affect the transferability of the Common Stock issuable upon conversion of the Stockcapital stock shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. At the time As of the Closing date hereof and after immediately prior to giving effect to the transactions contemplated by this Agreementhereby, the authorized capital stock of the Company will consist consists of (a) 500,000,000 75,000,000 shares of Class A Common Stock, of which approximately 71,500,000 24,525,134 shares will be outstandingare issued and outstanding and are held of record by the Persons set forth on the attached Capitalization Schedule (free and clear of all Liens resulting from any agreement or other action of the Company, (b) 300,000 except as set forth on the Capitalization Schedule); and 7,500,000 shares of Series A Perpetual Convertible Preferred Class B Common Stock, of which 300,000 2,635,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be issued and outstanding and are held of record by the Persons set forth on the Capitalization Schedule (d) 4,600,000 shares free and clear of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All all Liens resulting from any agreement or other action of the outstanding shares of Capital Stock areCompany, and at except as set forth on the Closing will be, validly issued and outstanding, fully paid and non-assessableCapitalization Schedule). Except as set forth above in the immediately preceding sentence or on the Capitalization Schedule and on Exhibit Eimmediately prior to giving effect to the transactions contemplated hereby, the Company has no does not have and as of the Closing Date will not have outstanding (i) any capital stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, (ii) any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, purchase its capital stock or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock or any stock or securities convertible into or exchangeable for its capital stock or (iii) any Capital Stock of the Companystock appreciation rights or phantom stock plans. Except as set forth on Exhibit Ethe Capitalization Schedule, the Company is not subject to any right or obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options to acquire its capital stock, other than as expressly provided in this Agreement and, as of the type described in Closing Date, pursuant to the preceding sentenceCertificate of Incorporation. Neither There will be no anti-dilution adjustments as a result of the Company nor any consummation of its Subsidiaries is a party tothe transactions contemplated hereby. As of the date hereof and as of the Closing Date and immediately thereafter, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting all of the transfer of any outstanding shares of the Company's Capital Stock which would affect the transferability of the Common Stock issuable upon conversion of the Stock’s capital stock are or shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. At the time (i) As of the Initial Closing and after giving effect to the transactions contemplated by this Agreementimmediately thereafter, the authorized capital stock of the Company will shall consist of (a) 500,000,000 1,000 shares of preferred stock, of which 1,000 shares shall be designated as Preferred Stock (all of which shall be issued and outstanding) and (b) 1,150 shares of Common Stock, of which approximately 71,500,000 350 shares will shall be outstanding, (b) 300,000 issued and outstanding and 600 shares shall be reserved for issuance upon conversion of Series A Perpetual Convertible the Preferred Stock, of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding and (d) 4,600,000 shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All As of the outstanding shares of Capital Stock areClosing, and at the Closing will be, validly issued and outstanding, fully paid and non-assessable. Except as set forth above and on Exhibit E, neither the Company has no nor any Subsidiary shall have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor shall it have outstanding any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for any Capital its capital stock, except for the Preferred Stock of the Company. Except and except as set forth on Exhibit Ethe attached "Capitalization Schedule." The Capitalization Schedule accurately sets forth the following with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the number of shares covered, the exercise price and the expiration date. As of the Closing neither the Company is not nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options of the type described in the preceding sentence. Neither the Company nor any of to acquire its Subsidiaries is a party tocapital stock, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting the transfer Capitalization Schedule and except pursuant to the Certificate of any Incorporation. As of the Closing, all of the outstanding shares of the Company's Capital Stock which would affect the transferability of the Common Stock issuable upon conversion of the Stockcapital stock shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. At the time As of the Closing and after giving effect to the transactions contemplated by this Agreementdate hereof, the authorized capital stock of the Company will consist consists of (a) 500,000,000 2,600 shares of Company Common Stock, of which approximately 71,500,000 1807.5000 shares are issued and outstanding and are held beneficially and of record by MPW Management as set forth on the CAPITALIZATION SCHEDULE attached hereto (free and clear of all Encumbrances (other than the security interest of Bank One, N.A. which will be outstandingreleased at Closing)) and of which 225.0000 shares are reserved for issuance upon exercise of stock options, (b) 300,000 and 500.0000 shares of Company Series A Perpetual Convertible Preferred StockPreferred, of which 300,000 400.0000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be issued and outstanding and (d) 4,600,000 shares are held of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock record by the persons set forth on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All of the outstanding shares of Capital Stock are, and at the Closing will be, validly issued and outstanding, fully paid and non-assessableCAPITALIZATION SCHEDULE. Except as set forth above in the immediately preceding sentence and as set forth on Exhibit Ethe CAPITALIZATION SCHEDULE, the Company has no does not have and immediately prior to the Closing will not have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital Stock of the Companystock appreciation rights or phantom stock plans. Except as set forth on Exhibit E, the The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options to acquire its capital stock, other than as expressly provided in this Agreement. As of the type described in date hereof and immediately prior the preceding sentence. Neither Closing, all of the Company nor any of its Subsidiaries is a party to, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting the transfer of any outstanding shares of the Company's Capital Stock which would affect capital stock are or shall be validly issued, fully paid and nonassessable. There are no statutory or contractual shareholder preemptive rights or rights of first refusal or other similar restrictions with respect to the transferability Recapitalization Transactions. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock and the consummation of the Common Stock issuable upon conversion Recapitalization Transactions. To the Seller's and the Company's knowledge, there are no agreements or understandings between the Company's shareholders or among any other Person with respect to the voting or transfer of the StockCompany's capital stock or with respect to any other aspect of the Company's governance.

Capital Stock and Related Matters. At the time (i) As of the Closing and after giving effect to the transactions contemplated by this Agreement, the authorized capital stock of the Company will shall consist of (a) 500,000,000 750,000 shares of Convertible Preferred Stock, of which 456,750 shares shall be issued and outstanding, and (b) 750,000 shares of Common Stock, of which approximately 71,500,000 no shares will shall be outstanding, (b) 300,000 issued and outstanding and 50,750 of which shall be reserved for issuance upon exercise of stock options to be issued under the Stock Option Plan and 456,750 shares shall be reserved for issuance upon conversion of Series A Perpetual the Convertible Preferred Stock, of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding and (d) 4,600,000 shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All As of the outstanding shares of Capital Stock areClosing, and at the Closing will be, validly issued and outstanding, fully paid and non-assessable. Except as set forth above and on Exhibit E, neither the Company has no nor any of its Subsidiaries shall have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor shall it have outstanding any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital stock appreciation rights or phantom stock plans, except for the Convertible Preferred Stock and except for any options issued under the Stock Option Plan as of the CompanyClosing. Except as set forth on Exhibit EAs of the Closing, neither the Company is not nor any of its Subsidiaries shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options of the type described in the preceding sentence. Neither the Company nor any of to acquire its Subsidiaries is a party tocapital stock, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting in the transfer Certificate of Incorporation and except pursuant to any rights exercised by the Company pursuant to the Stockholders Agreement or the Executive Stock Agreements. As of the Closing, all of the outstanding shares of the Company's Capital Stock which would affect the transferability of the Common Stock issuable upon conversion of the Stockcapital stock shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. At the time of the Closing and --------------------------------- after giving effect to the transactions contemplated by this Agreement, the authorized capital stock of the Company will consist of (a) 500,000,000 500,000 shares of Common Stock, of which approximately 71,500,000 shares will be outstanding, (b) 300,000 shares of Series A Perpetual Convertible Preferred Stock, of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stockcommon stock, of which 100,000 shares will be outstanding and (d) 4,600,000 50,000 shares will be reserved for issuance upon exercise of the Warrants. Attached as Exhibit P is a true and correct list identifying each stockholder of the Company and the number of shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on conversion of debentures held owned by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock"each such stockholder. All of the outstanding shares of Capital Common Stock are, and at the Closing will be, be validly issued and outstanding, fully paid and non-assessable. Except as set forth above and on Exhibit Efor the Warrants, the Company has no outstanding stock or securities convertible into or exchangeable for any shares of its Capital Stock, or any outstanding rights (either preemptive or other) to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock or any stock or securities convertible into or exchangeable for any Capital Stock of the Company. Except as set forth on Exhibit Eprovided in the Warrants, the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock or any convertible securities, rights or options of the type described in the preceding sentence. Neither the The Company nor any of its Subsidiaries is not a party to, or has and does not have knowledge of, any agreement (except as set forth on Exhibit Ein this Agreement, the Letter Agreement, the Warrants and the Shareholders' Agreement) restricting the voting or transfer of any shares of the Company's Capital Stock which would affect the transferability Stock. The Company is not required to file, nor has it filed, pursuant to Section 12 of the Common Stock issuable upon conversion Exchange Act, a registration statement relating to any class of equity securities, provided, however, that under -------- ------- the Shareholders' Agreement, certain shareholders of the StockCompany have been granted "piggy-back" registration rights.

Capital Stock and Related Matters. At the time (i) As of the Closing and after giving effect to the transactions contemplated by this Agreementimmediately thereafter, the authorized capital stock of the Company will shall consist of (a) 500,000,000 9,720,260 shares of Common Stock, of which approximately 71,500,000 96,200 shares will shall be outstandingdesignated as Class A Preferred, (b) 300,000 shares of Series A Perpetual Convertible Preferred Stock, all of which 300,000 shares are outstandingshall be reserved for issuance to the Purchasers pursuant to Section 1B(b) hereof, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, and of which 100,000 9,624,060 shares will shall be outstanding and designated as Common Stock (d) 4,600,000 shares of preferred stock, undesignated as to terms, none 1,760,000 of which are outstanding. The Company is obligated to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All of the outstanding shares of Capital Stock are, and at the Closing will be, validly shall be issued and outstanding, fully paid 6,600,000 of which shall be reserved for issuance to the Purchasers pursuant to Section 1B(b) hereof, 760,000 of which shall be reserved for issuances to future senior management, 480,000 of which shall be reserved for issuances to other future management, and non-assessable24,060 of which shall be reserved for future issuances to Xxxxxxxx & Struggles. Except as set forth above and on Exhibit EAs of the Closing, the Company has no shall not have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor shall it have outstanding any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital Stock stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement and the Management Agreement. As of the Company. Except as set forth on Exhibit EClosing, the Company is shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options to acquire its capital stock, except pursuant to this Agreement, the Management Agreement and the Company's Certificate of Incorporation. As of the type described in Closing, all of the preceding sentence. Neither the Company nor any of its Subsidiaries is a party to, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting the transfer of any outstanding shares of the Company's Capital Stock which would affect the transferability of the Common Stock issuable upon conversion of the Stockcapital stock shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. At the time (a) As of the Initial Closing and after giving effect to the transactions contemplated by this Agreementimmediately thereafter, the authorized capital stock Capital Stock of the Company will shall consist of (ai) 500,000,000 1,000,000 shares of preferred stock, 134,000 of which shall be designated as Series A Convertible Preferred Stock, 9,000 of which shall be designated as Series A-1 Convertible Preferred Stock and 9,000 of which shall be designated as Series A-2 Convertible Preferred Stock and (ii) 100,000,000 shares of Common Stock, of which approximately 71,500,000 11,529,094 shares will shall be outstanding, (b) 300,000 issued and outstanding and 1,200,000 shares shall be reserved for issuance upon conversion of the Preferred Stock and/or Series A Perpetual Convertible A-2 Preferred Stock, of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding and (d) 4,600,000 shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All As of the outstanding shares of Capital Stock areInitial Closing, and at the Closing will be, validly issued and outstanding, fully paid and non-assessable. Except as set forth above and on Exhibit E, neither the Company has no nor any Subsidiary shall have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital StockStock or other equity securities or containing any profit participation features, nor shall it have outstanding any warrants, options or any outstanding other rights (either preemptive or other) to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any its Capital Stock or other equity securities or any stock or securities convertible into or exchangeable for any its Capital Stock of or other equity securities or any stock appreciation rights or phantom stock plans, except for the Company. Except Preferred Stock issued to Purchaser and except as set forth on Exhibit Ethe attached Capitalization Schedule. The Capitalization Schedule accurately sets forth the following information with respect to all outstanding warrants, options and other rights to acquire the Company’s Capital Stock and other equity securities: the holder, the number of shares covered, the issuance date, the exercise price, any applicable vesting schedule and the expiration date. As of the Initial Closing, neither the Company is not nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock or other equity securities or any convertible warrants, options or other rights to acquire its Capital Stock or other equity securities, rights or options of the type described in the preceding sentence. Neither the Company nor any of its Subsidiaries is a party to, or has knowledge of, any agreement (except as set forth on Exhibit Ethe Capitalization Schedule and except pursuant to (i) restricting the transfer Certificate of any Designation with respect to the Preferred Stock and (ii) the Series A-2 Certificate of Designation with respect to the Series A-2 Preferred Stock. As of the Initial Closing, all of the outstanding shares of the Company's ’s Capital Stock which would affect shall be validly issued, fully paid and nonassessable and shall be free and clear of any Lien (other than pursuant to the transferability of Transaction Agreements), and the Common Stock issuable upon conversion of the StockPreferred Stock and/or the Series A-2 Preferred Stock has been duly and validly authorized and reserved for issuance and, when issued in compliance with the provisions of the Certificate of Designation or Series A-2 Certificate of Designation, as applicable, shall be validly issued, fully paid and nonassessable and shall be free and clear of any Lien (other than pursuant to the Transaction Agreements); provided that the Company’s Capital Stock shall be subject to restrictions on transfer under applicable state and/or federal securities Laws. The Capitalization Schedule accurately sets forth the Closing Price of the Common Stock as of the Trading Day immediately prior to the date of this Agreement.

Capital Stock and Related Matters. At the time (i) As of the Closing and after giving effect to the transactions contemplated by this Agreementdate hereof, the authorized capital stock of the Company will consist consists of (a) 500,000,000 25,000,000 shares of Common Stock, of which approximately 71,500,000 shares will be outstanding, (b) 300,000 shares of Series A Perpetual Convertible Preferred Stock, of which 300,000 5,426,776 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be issued and outstanding and (d) 4,600,000 are held by the Sellers as set forth on the attached CAPITALIZATION SCHEDULE, and 10,000,000 shares of preferred stock, undesignated as to terms, none of which 1,839,938 shares (the "EXISTING PREFERRED") are outstanding. The Company is obligated to issue Common Stock on conversion of debentures issued and outstanding and are held by United Rentals Trust Ithe Sellers as set forth on the attached CAPITALIZATION SCHEDULE (the "EXISTING PREFERRED HOLDERS"). As of the Closing and immediately thereafter, a business trust organized under Delaware law. The Common the authorized capital stock of the Company shall consist of (a) 10,000,000 shares of preferred stock, of which 2,554,977 shares shall be designated as Series A Convertible Preferred Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All of the outstanding (b) 25,000,000 shares of Capital Stock are, and at the Closing will be, validly issued and outstanding, fully paid and non-assessableCommon Stock. Except as set forth above in the immediately preceding sentence and on Exhibit Eexcept as set forth in the CAPITALIZATION SCHEDULE, the Company has no does not have and as of the Closing Date will not have authorized or outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, or nor any outstanding rights (either preemptive whether contract rights or otherotherwise) or options to subscribe for or to purchase, purchase or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock otherwise acquire its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital Stock of the Companystock appreciation rights or phantom stock plans. Except as set forth on Exhibit E, the The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options of the type described in the preceding sentence. Neither the Company nor any of to acquire its Subsidiaries is a party tocapital stock, or has knowledge of, any agreement (except other than as expressly set forth on Exhibit E) restricting the transfer CAPITALIZATION SCHEDULE and, as of any the Closing, pursuant to the Certificate of Incorporation and the Stockholders Agreement. As of the date hereof and as of the Closing and immediately thereafter, all of the outstanding shares of the Company's Capital Stock which would affect capital stock are or shall be validly issued, fully paid and nonassessable. The attached CAPITALIZATION SCHEDULE accurately sets forth the transferability following information with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the number of shares covered, the exercise price and the expiration date. Except as set forth on the CAPITALIZATION SCHEDULE, none of the Common Stock issuable Company's outstanding stock options provide for accelerated vesting upon conversion the consummation of an initial public offering or a sale or change of control of the StockCompany.

Capital Stock and Related Matters. At the time (i) As of the Closing and after giving effect to the transactions contemplated by this Agreementimmediately thereafter, the authorized capital stock of the Company will shall consist of (a) 500,000,000 107,300,000 shares of Common Stock, of which approximately 71,500,000 7,200,000 shares will shall be outstandingdesignated as Class A Convertible Preferred, par value $.001 per share (b) 300,000 the "CLASS A CONVERTIBLE PREFERRED" and collectively with the Class B Convertible Preferred, the "CONVERTIBLE PREFERRED"), 100,000 shall be designated as Class B Convertible Preferred, and 100,000,000 shares of Series A Perpetual Convertible Preferred shall be designated as Common Stock, of which 300,000 shares are outstanding, par value $.001 per share (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding and (d) 4,600,000 shares of preferred stock, undesignated as to terms, none of which are outstandingthe "COMMON STOCK"). The Company is obligated to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All Each of the outstanding shares of Capital Class A Convertible Preferred and each of the shares of Class B Convertible Preferred is convertible into four shares of Common Stock areand as of February 13, 1998, there were 1,797,942 shares of Common Stock that are subject to stock options granted under the Company's 1997 Stock Option Plan. As of the Closing, except as contemplated hereby, and at as disclosed in the Closing will be, validly issued and outstanding, fully paid and non-assessable. Except as set forth above and on Exhibit ELoan Agreement, the Company has no shall not have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor shall it have outstanding any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital Stock of stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement and the Company. Except Management Agreements, as set forth on Exhibit Ethe Capitalization Schedule attached hereto as Schedule 5B hereto and in connection with additional options ----------- which were issued (and subsequently exercised) to Golder, Thoma, Xxxxxxx, Xxxxxx Fund V, L.P. or its affiliates and MG Capital Partners II, L.P. or its affiliates. As of the Closing, the Company is shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options to acquire its capital stock, except pursuant to this Agreement, the Restated Articles of Incorporation and the Management Agreements. As of the type described in Closing, all of the preceding sentence. Neither the Company nor any of its Subsidiaries is a party to, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting the transfer of any outstanding shares of the Company's Capital Stock which would affect the transferability of the Common Stock issuable upon conversion of the Stockcapital stock shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. At the time (i) As of the Closing and after giving effect to the transactions contemplated by this Agreement and the transactions contemplated by the Acquisition Agreement, the authorized capital stock of the Company will shall consist of (a) 500,000,000 40,000 shares of Preferred Stock, of which 37,432.710 shares shall be issued and outstanding, and (b) 13,000,000 shares of Common Stock, of which approximately 71,500,000 10,023,750 shares will shall be outstanding, (b) 300,000 shares of Series A Perpetual Convertible Preferred Stock, issued and outstanding and 2,500,000 of which 300,000 shares are outstanding, (c) 100,000 shares shall be reserved for issuance upon exercise of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will stock options to be outstanding and (d) 4,600,000 shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized issued under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock"Option Plan. All As of the outstanding shares of Capital Stock areClosing, and at the Closing will be, validly issued and outstanding, fully paid and non-assessable. Except as set forth above and on Exhibit E, neither the Company has no nor any of its Subsidiaries shall have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor shall it have outstanding any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital stock appreciation rights or phantom stock plans, except for the Common Stock and except for any options issued under the Stock Option Plan as of the CompanyClosing. Except as set forth on Exhibit EAs of the Closing, neither the Company is not nor any of its Subsidiaries shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options of the type described in the preceding sentence. Neither the Company nor any of to acquire its Subsidiaries is a party tocapital stock, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting in the transfer Certificate of Incorporation and except pursuant to any rights exercised by the Company pursuant to the Stockholders Agreement or the Executive Stock Agreements. As of the Closing, all of the outstanding shares of the Company's Capital Stock which would affect the transferability of the Common Stock issuable upon conversion of the Stockcapital stock shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. At the time (i) As of the Closing and after giving effect to the transactions contemplated by this Agreementimmediately thereafter, the authorized capital stock of the Company will shall consist of (a) 500,000,000 the number and series of all shares of preferred stock of the Company as described on the Capitalization Table set forth on Schedule A attached hereto indicating the number of shares which are authorized and shall be issued and outstanding immediately prior to the Closing, and the number of shares shall be designated as reserved for issuance upon exercise of the Warrant) and (b) the number of shares of Common Stock, Stock as described on the Capitalization Table set forth on Schedule A attached hereto indicating the number of such shares which approximately 71,500,000 are authorized and shall be issued and outstanding immediately prior to the Closing as well as the number of shares will shall be outstanding, (b) 300,000 shares reserved for issuance upon conversion of each outstanding Series A Perpetual Convertible Preferred Stock, of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding and (d) 4,600,000 shares of preferred stockstock of the Company, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on have been reserved for issuance upon conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock all Series of preferred stock of the Company and the Stock are hereinafter collectively referred to as "Capital Stock". All number of shares which shall be reserved for issuance upon conversion of the outstanding shares Warrant Shares issuable upon exercise of Capital Stock arethe Warrant, and at the Closing will be, validly issued and outstanding, fully paid and non-assessablenumber of shares which shall be reserved for issuance upon exercise of outstanding employee stock options. Except as set forth above and on Exhibit EAs of the Closing, the Company has no shall not have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor shall it have outstanding any rights, warrants or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital Stock of stock appreciation rights or phantom stock plans, except for the Company. Except Warrant and the preferred stock, as set forth on Exhibit Ethe attached Capitalization Table. The Capitalization Table accurately sets forth the foregoing information as well as the following information with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the number of shares covered, the exercise price and the expiration date. As of the Closing, the Company is shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options of the type described in the preceding sentence. Neither the Company nor any of to acquire its Subsidiaries is a party tocapital stock, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting the transfer Capitalization Table. As of any the Closing, all of the outstanding shares of the Company's Capital Stock which would affect the transferability of the Common Stock issuable upon conversion of the Stockcapital stock shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. At the time (a) As of the Closing and after giving effect to the transactions contemplated by this Agreementimmediately thereafter, the authorized capital stock of the Company will shall consist of (a) 500,000,000 3,000,000 shares of Common Stock, of which approximately 71,500,000 (i) 100,000 shares will shall be outstanding, (b) 300,000 shares of designated as Series A Perpetual Convertible Preferred Stock, 69,428.898 shares of which 300,000 shall be issued and outstanding pursuant to this Agreement and 1,571.102 shares are outstandingof which shall be reserved for issuance upon exercise of the Preferred Stock Options, (cii) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding and (d) 4,600,000 shares of are undesignated preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated outstanding as of the Closing, and (iii) 2,800,000 shares shall be designated as Common Stock, (A) 1,440,000 shares of which shall be issued and outstanding pursuant to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock this Agreement and the Stock are hereinafter collectively referred Management Agreements with the Executives, (B) 22,800 shares of which shall be issued and outstanding to as "Capital Stock". All other management employees of the outstanding Company, (C) 37,200 shares of Capital Stock arewhich shall be reserved for issuance to additional executives or management employees of the Company or its Subsidiaries, and at (D) 95,745 shares of which shall be reserved for issuance upon the Closing will be, validly issued and outstanding, fully paid and non-assessableexercise of the Warrants. Except as set forth above and on Exhibit EAs of the Closing, the Company has no shall not have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor shall it have outstanding any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital Stock stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement and the Management Agreements. As of the Company. Except as set forth on Exhibit EClosing, the Company is shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options to acquire its capital stock, except pursuant to this Agreement, the Stockholders Agreement and the Management Agreements. As of the type described in Closing, all of the preceding sentence. Neither the Company nor any of its Subsidiaries is a party to, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting the transfer of any outstanding shares of the Company's Capital Stock which would affect the transferability of the Common Stock issuable upon conversion of the Stockcapital stock shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. At the time (i) As of the Closing and after giving effect to the transactions contemplated by this Agreementimmediately thereafter, the authorized capital stock (or in the case of preferred shares, designated), issued and outstanding shares of beneficial interest of the Company will shall consist of (a) 500,000,000 shares 100,000,000, 15,692,614 and 15,692,614 Common Shares (plus any Common Shares issued in exchange for common units of Common Stockthe Operating Partnership pursuant to Section 8.6 of the Amended and Restated Agreement of limited partnership of the Operating Partnership, dated as of November 17, 1997), respectively, of which approximately 71,500,000 shares will 3,000,000 Common Shares shall be outstandingreserved for issuance upon exchange of the Exchangeable Note and exercise of the Warrants, (b) 300,000 shares of 2,000,000, 2,000,000 and 2,000,000 Series A Perpetual Convertible Preferred StockShares, of which 300,000 shares are outstandingrespectively, and (c) 100,000 shares 4,000,000, 4,000,000 and 4,000,000 shares, respectively, of the Company's Series B Perpetual Convertible Cumulative Redeemable Preferred StockShares of Beneficial Interest. As of the Closing and immediately thereafter, the authorized, issued and outstanding partnership interests of which 100,000 shares will be outstanding and the Operating Partnership (d) 4,600,000 shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on conversion of debentures other than units held by United Rentals Trust I, a business trust organized under Delaware lawthe Company) shall consist of 11,057,485. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All As of the Closing, neither the Company, the Operating Partnership nor any Subsidiary shall have outstanding shares of any Capital Stock are, and at the Closing will be, validly issued and outstanding, fully paid and non-assessable. Except as set forth above and on Exhibit E, the Company has no outstanding stock or securities convertible into or exchangeable for any shares of its Capital StockStock or containing any profit participation features, nor shall it have outstanding any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any its Capital Stock or any stock or securities convertible into or exchangeable for any its Capital Stock of or any stock appreciation rights or phantom stock plans, except for the Company. Except Exchangeable Note, the Warrants, and except as set forth in the first sentence of this Section 4B(i) or on Exhibit Ethe attached Capitalization Schedule. As of the Closing, neither the Company, the Company is not Operating Partnership nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock or any convertible securitieswarrants, options or other rights or options of the type described in the preceding sentence. Neither the Company nor any of to acquire its Subsidiaries is a party toCapital Stock, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting the transfer Capitalization Schedule. As of any shares the Closing, all of the Company's outstanding Capital Stock which would affect shall be validly issued, fully paid and nonassessable. When issued pursuant thereto, the transferability Common Shares issuable upon exercise of the Common Stock issuable upon conversion Warrants and exchange of the StockExchangeable Note will be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. At the time (i) As of the Closing and after giving effect to the transactions contemplated by this Agreementimmediately thereafter, the authorized capital stock of the Company will shall consist of (a) 500,000,000 1,000,000 shares of preferred stock, of which 7,500 shares shall be designated as the Preferred Stock (all of which shall be issued and outstanding), (b) 25,000,000 shares of Common Stock, of which approximately 71,500,000 at the date hereof 4,126,823 shares will shall be outstanding, (b) 300,000 issued and outstanding and 5,000,000 shares shall be reserved for issuance upon conversion of Series A Perpetual Convertible the Preferred Stock, of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding and (d) 4,600,000 shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All As of the outstanding shares of Capital Stock areClosing, and at the Closing will be, validly issued and outstanding, fully paid and non-assessable. Except as set forth above and on Exhibit E, neither the Company has no nor any Subsidiary shall have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor shall it have outstanding any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital stock appreciation rights or phantom stock plans, except for the Preferred Stock of the Company. Except and except as set forth on Exhibit Ethe attached "Capitalization Schedule." The Capitalization Schedule accurately sets forth the following information with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the number of shares covered, the exercise price and the expiration date. As of the Closing, neither the Company is not nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options of the type described in the preceding sentence. Neither the Company nor any of to acquire its Subsidiaries is a party tocapital stock, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting the transfer Capitalization Schedule and except pursuant to the Certificate of any Designation. As of the Closing, all of the outstanding shares of the Company's Capital capital stock shall be validly issued, fully paid and nonassessable. Except as set forth on the Capitalization Schedule (which rights shall be waived prior to Closing), there are no statutory or, to the best of the Company's knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Preferred Stock which would affect hereunder or the transferability issuance of the Common Stock issuable upon conversion of the Preferred Stock. To the best of the Company's knowledge, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Preferred Stock hereunder do not require registration under the Securities Act or any applicable state securities laws. To the best of the Company's knowledge, there are no agreements between the Company's stockholders with respect to the voting or transfer of the Company's capital stock or with respect to any other aspect of the Company's affairs, except as set forth on the Capitalization Schedule.

Capital Stock and Related Matters. At the time (a) As of the Closing and after giving effect to the transactions contemplated by this AgreementDate, the authorized capital stock Capital Stock of the Company will consist the Borrower consists of (a) 500,000,000 the classes and numbers of shares of Common Stockset forth on Exhibit C attached hereto, of which approximately 71,500,000 the number of shares will be outstanding, (b) 300,000 shares of Series A Perpetual Convertible Preferred Stock, of which 300,000 shares that are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be issued and outstanding and (d) 4,600,000 shares of preferred stock, undesignated owned by the shareholders as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All of the outstanding shares Closing Date are listed on Exhibit C. As of Capital Stock are, and at the Closing will beDate, validly issued and outstanding, fully paid and non-assessable. Except as set forth above and on Exhibit E, neither the Company Borrower nor any of its Subsidiaries has no outstanding any stock or securities convertible into or exchangeable for any shares of its Capital StockStock or containing any profit participation features, nor any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for their capital stock or any Capital Stock of stock appreciation rights or phantom stock plans, except for the Company. Except Debenture and except as set forth on Exhibit EC. Exhibit C accurately sets forth the following with respect to all outstanding options and rights to acquire the Borrower's Capital Stock and each Subsidiary's capital stock: the holder, the Company is not number of shares covered, the exercise price, and the expiration date. As of the Closing Date, neither the Borrower nor any of its Subsidiaries shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire redeem any shares of its Capital Stock capital stock or any convertible securitieswarrants, rights or options of the type described in the preceding sentence. Neither the Company nor any of its Subsidiaries is a party tooptions, or has knowledge ofother rights to acquire its capital stock, any agreement (except as provided hereby or as set forth on Exhibit E) restricting C. As of the transfer Closing Date, all of any the outstanding shares of the Company's Capital Stock which would affect the transferability capital stock of the Common Stock issuable upon conversion Borrower and each Subsidiary of the Borrower, including, without limitation, the Capital Stock, shall be validly issued, fully paid, and nonassessable.

Capital Stock and Related Matters. At the time (1) As of the Closing and after giving effect to the transactions contemplated by this Agreementimmediately thereafter, the authorized capital stock of the Company will shall consist of (a) 500,000,000 132,000 shares of Series A Preferred, of which 132,000 shares shall be issued and outstanding, (b) 10,000,000 shares of Common Stock, of which approximately 71,500,000 1,050,000 shares will shall be outstanding, (b) 300,000 shares of Series A Perpetual Convertible Preferred Stock, of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding and (d) 4,600,000 shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All of the outstanding shares of Capital Stock are, and at the Closing will be, validly issued and outstanding, fully paid 132,000 shares shall be reserved for issuance upon conversion of the Series A Preferred sold at the Closing, 132,000 shall be reserved for issuance upon exercise of the Warrants, 13,000 shall be reserved for issuance upon exercise of options granted to members of the Board of Directors and non-assessable150,000 shall be reserved for issuance pursuant to the terms of the Option Plan. Except as set forth above and on Exhibit EAs of the Closing, the Company has no shall not have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor shall it have outstanding any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital Stock of stock appreciation rights or phantom stock plans, except for the Company. Except Series A Preferred and the Warrants and except as set forth on Exhibit Ethe attached "CAPITALIZATION SCHEDULE." The Capitalization Schedule accurately sets forth the following with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the number of shares covered, the exercise price, the grant date and the expiration date. As of the Closing, the Company is shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options of the type described in the preceding sentence. Neither the Company nor any of to acquire its Subsidiaries is a party tocapital stock, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting the transfer Capitalization Schedule and except pursuant to the Articles of any Incorporation. As of the Closing, all of the outstanding shares of the Company's Capital Stock which would affect the transferability of the Common Stock issuable upon conversion of the Stockcapital stock shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. At the time As of the Closing and after giving effect to the transactions contemplated by this Agreementdate hereof, the authorized capital stock of the Company will consist consists of (ai) 500,000,000 1,000 shares of Company Common Stock, of which approximately 71,500,000 1,000 shares will be outstanding, are issued and outstanding and (bii) 300,000 20,000 shares of Series A Perpetual Convertible Company Preferred Stock, of which 300,000 shares 12,200 are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding issued and (d) 4,600,000 shares of preferred stock, undesignated as to terms, none of which are outstanding. The issued and outstanding capital stock of the Company is obligated to issue Common consists exclusively of the Shares and, upon the consummation of the Stock on conversion Purchase, the Buyer will own all of debentures held by United Rentals Trust I, a business trust organized under Delaware lawthe issued and outstanding capital stock of the Company. The Schedule 3.5 sets forth the names of the beneficial and record owners of the Company Common Stock and the Company Preferred Stock are hereinafter collectively referred to as "Capital Stock"and the number of shares held by each such owner. All Each of the outstanding shares Sellers has good and marketable title, free and clear of Capital any Liens, to the Company Common Stock areand Company Preferred Stock, as applicable, set forth on Schedule 3.5. The sale and at transfer of the Closing Shares by the Sellers to the Buyer will bevest title to the Shares in the Buyer free and clear of any Liens, limitations or restrictions of any nature whatsoever. The Company Common Stock and the Company Preferred Stock has been duly authorized and validly issued and outstanding, is fully paid and non-assessablenonassessable. Except as set forth above and or on Exhibit ESchedule 3.5, no shares of Company Common Stock or Company Preferred Stock are outstanding; the Company has no does not have outstanding stock or any securities convertible into or exchangeable for any shares of its Capital Stockcapital stock, or any outstanding rights (either preemptive or other) to subscribe for or to purchase, purchase or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any other character relating toto the issuance of, any Capital Stock capital stock, or any stock or securities convertible into or exchangeable for any Capital Stock of the Company. Except as set forth on Exhibit E, capital stock; and the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire retire, or to register under the Securities Act, any shares of its Capital Stock capital stock. The Company does not have outstanding any bonds, debentures, notes or any other obligations the holders of which have the right to vote (or convertible securities, rights into or options exercisable for securities having the right to vote) with the stockholders of the type described in the preceding sentence. Neither the Company nor on any of its Subsidiaries is a party to, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting the transfer of any shares of the Company's Capital Stock which would affect the transferability of the Common Stock issuable upon conversion of the Stockmatter.

Capital Stock and Related Matters. At the time of the Closing and after giving effect to the transactions contemplated by this Agreement, the (i) The authorized capital stock of the Company will consist consists of (a) 500,000,000 50,000,000 shares of Common Stock, of which approximately 71,500,000 shares will be outstanding, (b) 300,000 shares of Series A Perpetual Convertible Preferred Stock, of which 300,000 22,069,871 shares are outstandingoutstanding as of the date hereof after giving effect to the Recapitalization Transactions, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding and (d) 4,600,000 20,000 shares of preferred stock, undesignated par value $0.01 per share, of which 1,000 shares have been designated as to termsSeries D Preferred Stock, none of which are outstanding. The Company is obligated were outstanding prior to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All of the outstanding shares of Capital Stock are, and at the Closing will be, validly issued and outstanding, fully paid and non-assessabledate hereof. Except as set forth above and on Exhibit ESchedule 3(b) or in the written notice to the Investor referred to therein, neither the Company nor any Subsidiary has no outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor does it have outstanding any rights, options or any outstanding rights (either preemptive or other) warrants to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital Stock stock appreciation rights or phantom stock plans, nor has it reserved any shares of capital stock (other than as described in Section 3(b)(iii) hereof or as contemplated by any of the CompanyTransaction Documents) for issuance upon exercise or conversion of any rights, options or warrants to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock. Except as set forth on Exhibit E, Neither the Company nor any Subsidiary is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options of the type described in the preceding sentence. Neither the Company nor any of to acquire its Subsidiaries is a party tocapital stock, or has knowledge of, any agreement (except as set forth on Exhibit ESchedule 3(b) restricting hereof. All of the transfer of any outstanding shares of the Company's Capital capital stock are, and the shares of Series D Preferred Stock which would affect to be issued hereunder shall be upon such issuance and receipt by the transferability Company of the Common Stock issuable upon conversion of the Stockpayment therefor in accordance with Section 2(a), duly authorized, validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. At the time (i) As of the First Closing and after giving effect to the transactions contemplated by this Agreementimmediately thereafter, the authorized capital stock of the Company will shall consist of (a) 500,000,000 22,050,000 shares of preferred stock, of which 50,000 shares shall be designated as 12% Cumulative Redeemable Senior Preferred Stock (39,500 of which shall be issued and outstanding) and 22,000,000 shares shall be designated as 12% Cumulative Redeemable Junior Preferred Stock, 20,847,986 of which shall be issued and outstanding) and (b) 30,000,000 shares of Common Stock, of which approximately 71,500,000 10,492,014 shares will shall be outstanding, (b) 300,000 shares of Series A Perpetual Convertible Preferred Stock, of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be issued and outstanding and (d) 4,600,000 1,113,051 shares shall be reserved for issuance upon exercise of preferred stock, undesignated as to terms, none of which are outstandingwarrants. The Company is obligated to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All As of the outstanding shares of Capital Stock areFirst Closing, and at the Closing will be, validly issued and outstanding, fully paid and non-assessable. Except as set forth above and on Exhibit E, neither the Company has no nor any Subsidiary shall have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor shall it have outstanding any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital Stock of stock appreciation rights or phantom stock plans, except for the Company. Except Class A Preferred and Warrants and except as set forth on Exhibit Ethe attached "Capitalization Schedule." As of the First Closing, neither the Company is not nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options of the type described in the preceding sentence. Neither the Company nor any of to acquire its Subsidiaries is a party tocapital stock, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting the transfer Capitalization Schedule and except pursuant to the Articles of any Incorporation. As of the First Closing, all of the outstanding shares of the Company's Capital Stock which would affect the transferability capital stock shall be validly issued, fully paid and nonassessable. The 595,895 shares of the Common Stock issuable upon exercise of all of the Warrants which may be purchased hereunder (if issued on the date hereof) represent 5% of the fully dilluted shares of Common Stock after giving effect to the issuance of any shares of Common Stock required under any agreement set forth on the Capitalization Schedule other than shares issuable upon conversion of the Stockany promissory note.

Capital Stock and Related Matters. At the time As of the Closing Date, and after giving effect to the transactions contemplated by this Agreementhereby and pursuant to the Related Documents, the authorized capital stock capitalization of the Company will consist Holdings and each of (a) 500,000,000 shares of Common Stock, of which approximately 71,500,000 shares will be outstanding, (b) 300,000 shares of Series A Perpetual Convertible Preferred Stock, of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding its Subsidiaries is set forth on Schedule 5C. All issued and (d) 4,600,000 shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All of the outstanding shares of Capital Stock are, Holdings and at the Closing will be, Company shall have been duly and validly issued and outstandingissued, fully paid and non-assessableassessable and no shares of capital stock of Holdings will be owned or held by or for the account of Holdings or any of its Subsidiaries. Except as set forth above and on Exhibit ESchedule 5C hereto, the Company has no (i) neither Holdings nor any of its Subsidiaries will have outstanding stock or any securities convertible into or exchangeable for any shares of its Capital Stock, capital stock or any outstanding rights (either preemptive or other) to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any other character relating toto the issuance of, any Capital Stock capital stock, or any stock or securities convertible into or exchangeable for any Capital Stock capital stock and (ii) neither Holdings nor any of the Company. Except as set forth on Exhibit E, the Company is not its Subsidiaries will be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securities, rights warrants or options to purchase shares of the type described in the preceding sentenceits capital stock. Neither the Company Holdings nor any of its Subsidiaries (i) is a party to, or has knowledge of, to any agreement (except as set forth on Exhibit Eother than this Agreement and the Shareholder Agreement) restricting the transfer of any shares of the Company's Capital Stock which would affect the transferability its capital stock except as set forth on Schedule 5C hereto or (ii) will have filed or be required to file, pursuant to Section 12 of the Common Stock issuable upon conversion Exchange Act, a registration statement relating to any class of debt or equity securities as of the Stockdate hereof.

Capital Stock and Related Matters. At the time (i) As of the Closing date hereof, and after without giving effect to the transactions contemplated by this AgreementStock Split, the authorized capital stock of the Company will consist consists of (a) 500,000,000 1,000,000 shares of Common Stock, of which approximately 71,500,000 101,271 shares will are issued and outstanding and are held beneficially and of record by the Shareholders as set forth on the Capitalization Schedule attached hereto (free and clear of all Encumbrances). As ----------------------- of the Closing and immediately thereafter and after giving effect to the Stock Split and the issuance of the Executive Stock, the authorized capital stock of the Company shall consist of (a) 30,000,000 shares of Preferred Stock, all of which shall be issued and outstanding, and (b) 300,000 60,000,000 shares of Series A Perpetual Convertible Preferred Common Stock, of which 300,000 22,222,222 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will shall be issued and outstanding and (d) 4,600,000 30,000,000 shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on shall be reserved for issuance upon conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common the Preferred Stock and 3,333,333 shares shall be reserved for issuance upon exercise of the options authorized pursuant to the Stock are hereinafter collectively referred Option Plan or pursuant to as "Capital Stock". All restricted stock purchase agreements authorized by the Company's board of the outstanding shares of Capital Stock are, and at the Closing will be, validly issued and outstanding, fully paid and non-assessabledirectors. Except as set forth above and on Exhibit Ein the immediately preceding sentence, the Company has no does not have and will not, as of the Closing Date, have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital Stock stock appreciation rights or phantom stock plans, other than, as of the CompanyClosing Date, any options granted pursuant to the Stock Option Plan as of the Closing Date. Except as set forth on Exhibit E, the The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options to acquire its capital stock, other than as expressly provided in this Agreement and, as of the type described in Closing, pursuant to the preceding sentenceArticles of Incorporation, the Shareholders Agreement and the Executive Agreements. Neither As of the Company nor any date hereof and as of its Subsidiaries is a party tothe Closing and immediately thereafter, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting all of the transfer of any outstanding shares of the Company's Capital Stock which would affect the transferability of the Common Stock issuable upon conversion of the Stockcapital stock are or shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. At the time (i) As of the Closing and after giving effect to the transactions contemplated by this Agreementimmediately thereafter, the authorized capital stock of the Company will shall consist of of: (a) 500,000,000 1,000,000 shares of preferred stock, of which 20,000 shares shall be designated as Preferred Stock (all of which shall be issued and outstanding) and no other such shares shall be outstanding, and (b) 20,000,000 shares of Common Stock, of which approximately 71,500,000 1,290,012 shares will shall be outstanding, (b) 300,000 shares of Series A Perpetual Convertible Preferred Stock, of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding and (d) 4,600,000 shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All of the outstanding shares of Capital Stock are, and at the Closing will be, validly issued and outstanding, fully paid 565,966 shares shall be reserved for issuance upon exercise of the Series A Warrants, 424,474 shares shall be reserved for issuance upon exercise of the Series B Warrants and non-assessable549,377 shares shall be reserved for issuance upon exercise of other outstanding options and warrants to acquire the Company's Common Stock (as described below). Except as set forth above and on Exhibit EAs of the Closing, neither the Company has no nor any Subsidiary shall have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor shall it have outstanding any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital Stock of stock appreciation rights or phantom stock plans or similar rights or plans, except for the Company. Except Warrants and except as set forth on Exhibit Ethe attached "Capitalization -------------- Schedule." The Capitalization Schedule accurately sets forth the following -------- ----------------------- information with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the number of shares covered, the exercise price and the expiration date. As of the Closing, neither the Company is not nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options of the type described in the preceding sentence. Neither the Company nor any of to acquire its Subsidiaries is a party tocapital stock, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting the transfer Capitalization Schedule and except pursuant to the Certificate of any ----------------------- Designation. As of the Closing, all of the outstanding shares of the Company's Capital Stock which would affect the transferability of the Common Stock issuable upon conversion of the Stockcapital stock shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. At the time 5.2.1 As of the Closing and after giving effect to the transactions contemplated by this Agreementimmediately thereafter, the authorized capital stock of the Company will shall consist of (a) 500,000,000 5,000,000 shares of preferred stock, of which 1,777,778 shares shall be designated as Series A Preferred, and (b) 10,000,000 shares of Common Stock, of which approximately 71,500,000 6,984,141 shares will shall be outstanding, (b) 300,000 shares of Series A Perpetual Convertible Preferred Stock, of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be issued and outstanding and (d) 4,600,000 1,833,333 shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on shall be reserved for issuance upon conversion of debentures held by United Rentals Trust I, a business trust organized under Delaware law. The Common the Preferred Stock and the Stock are hereinafter collectively referred to as "Capital Stock". All exercise of the outstanding shares Warrants. As of Capital Stock arethe Closing, and at the Closing will be, validly issued and outstanding, fully paid and non-assessable. Except as set forth above and on Exhibit E, neither the Company has no nor any Subsidiary shall have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or con taining any profit participation features, nor shall it have outstanding any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital stock appreciation rights or phantom stock plans, except for the Preferred Stock of the Company. Except and except as set forth on Exhibit Ethe attached "Capitalization Schedule." The Capitalization Schedule accurately sets forth the following information with respect to all outstanding options and rights to acquire the Company's capital stock: the holder, the number of shares covered, the exercise price and the expiration date. As of the Closing, neither the Company is not nor any Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options of the type described in the preceding sentence. Neither the Company nor any of to acquire its Subsidiaries is a party tocapital stock, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting the transfer Capitalization Schedule. As of any the Closing and upon payment of the purchase price for the Series A Preferred, all of the outstanding shares of the Company's Capital Stock which would affect capital stock, including the transferability of the Series A Preferred and Common Stock issuable upon conversion of the Stockthereof, shall be validly issued, fully paid and nonassessable.

Capital Stock and Related Matters. At the time of the Closing and after giving effect to the transactions contemplated by this Agreement, (i) The attached CAPITALIZATION SCHEDULE sets forth the authorized capital stock of the Company, the name of each Person holding any such capital stock (including any options, warrants or other rights to purchase any equity securities or capital stock) and any securities convertible or exchangeable into any equity securities or capital stock of the Company will consist and the amount and type of (a) 500,000,000 shares of Common Stock, of which approximately 71,500,000 shares will be outstanding, (b) 300,000 shares of Series A Perpetual Convertible Preferred Stock, of which 300,000 shares are outstanding, (c) 100,000 shares of Series B Perpetual Convertible Preferred Stock, of which 100,000 shares will be outstanding and (d) 4,600,000 shares of preferred stock, undesignated as to terms, none of which are outstanding. The Company is obligated to issue Common Stock on conversion of debentures such securities held by United Rentals Trust I, a business trust organized under Delaware law. The Common Stock and the Stock are hereinafter collectively referred to such Persons as "Capital Stock". All of the outstanding shares of Capital Stock are, and at the Closing will be, validly issued and outstanding, fully paid and non-assessabledate hereof. Except as set forth above and on Exhibit Ein the CAPITALIZATION SCHEDULE, as of the Closing, the Company has no shall not have outstanding any stock or securities convertible into or exchangeable for any shares of its Capital Stockcapital stock or containing any profit participation features, nor shall it have outstanding any rights or any outstanding rights (either preemptive or other) options to subscribe for or to purchase, or any outstanding options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any Capital Stock its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any Capital Stock stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the Management Agreements and the Redemption Option Agreement between the Company and Arbor Intelligent Systems, Inc. dated as of March 12, 1998 (the "REDEMPTION OPTION AGREEMENT"). As of the Company. Except as set forth on Exhibit EClosing, the Company is shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Capital Stock capital stock or any convertible securitieswarrants, options or other rights or options to acquire its capital stock, except pursuant to this Agreement, the Put Agreement, the AIS Agreement, the Common Stock Repurchase Agreement, the FMC Professional Services Agreement, the Management Agreements and the Company's Second Restated Certificate of the type described in the preceding sentence. Neither the Company nor any of its Subsidiaries is a party toIncorporation, as amended and restated pursuant to EXHIBIT B hereof, or has knowledge of, any agreement (except as set forth on Exhibit E) restricting in the transfer CAPITALIZATION SCHEDULE. As of any the Closing, all of the outstanding shares of the Company's Capital Stock which would affect the transferability capital stock shall be validly issued, fully paid and nonassessable and were not issued in violation of the Common Stock issuable upon conversion of the Stockany statutory or contractual preemptive rights or similar restrictions.