Common use of Registration under the Exchange Act Clause in Contracts

Registration under the Exchange Act. If the Merger is consummated, stockholders who have not tendered their Shares in the Offer will receive cash in an amount equal to the price per Share provided pursuant to the Offer. Therefore, if such Merger takes place, the only difference between tendering Shares in the Offer and not tendering Shares in the Offer is that tendering stockholders will be paid earlier. If, however, the Merger is not consummated, the purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and may reduce the number of holders of Shares, which could adversely affect the liquidity and market value of the remaining Shares held by stockholders other than the Purchaser. We cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the Shares or whether such reduction would cause future market prices to be greater or less than the Offer Price. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements of the NYSE for continued listing and may, therefore, be delisted from such exchange. According to the NYSE’s published guidelines, the NYSE would consider delisting the Shares if, among other things (i) there were fewer than 400 holders, (ii) there were fewer than 1,200 holders and the average monthly trading volume was less than 100,000 Shares over the most recent 12 months, (iii) the number of publicly held Shares (excluding Shares held by officers, directors, their immediate families and other concentrated holdings of 10% or more) were less than 600,000, or (iv) the aggregate market value of the publicly held Shares was less than $50 million. If, as a result of the purchase of Shares pursuant to the Offer, the Shares no longer meet the requirements of the NYSE for continued listing and the listing of Shares is discontinued, the market for the Shares could be adversely affected. If the NYSE were to delist the Shares, it is possible that the Shares would trade on another securities exchange or in the over-the-counter market and that price quotations for the Shares would be reported by such exchange or through the Nasdaq National Market or other sources. The extent of the public market for the Shares and availability of such quotations would, however, depend upon such factors as the number of holders and/or the aggregate market value of the publicly-held Shares at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration of the Shares under the Exchange Act and other factors. The Shares are currently “margin securities” under the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of such Shares. Depending upon factors similar to those described above regarding listing and market quotations, the Shares might no longer constitute “margin securities” for the purposes of the Federal Reserve Board’s margin regulations and, therefore, could no longer be used as collateral for loans made by brokers. The Shares are currently registered under the Exchange Act. Registration may be terminated upon application of Hertz to the SEC if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of the registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by Hertz to holders of Shares and to the SEC and would make certain of the provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement pursuant to Section 14(a) in connection with a stockholders’ meeting and the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions, no longer applicable to the Shares. Furthermore, “affiliates” of Hertz and persons holding “restricted securities” of Hertz may be deprived of the ability to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be “margin securities” or eligible for listing or NASDAQ National Market reporting. However, because its debt securities will continue to be publicly-traded, Hertz will continue to file periodic reports under the Exchange Act following the Merger.

Registration under the Exchange Act. If the Merger is consummated, stockholders who have not tendered their Shares in the Offer will receive cash in an amount equal to the price per Share provided pursuant to the Offer. Therefore, if such Merger takes place, the only difference between tendering Shares in the Offer and not tendering Shares in the Offer is that tendering stockholders will be paid earlier. If, however, the Merger is not consummated, the The purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and may reduce the number of holders of Shares, which could adversely affect the liquidity and market value of the remaining Shares held by stockholders other than the Purchaser. We Purchaser cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the Shares or whether such reduction would cause future market prices to be greater or less than the Offer Priceprice. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements of the NYSE standards for continued listing and may, therefore, be delisted from such exchange. According to the NYSE’s published guidelines, the NYSE would consider delisting the Shares if, among other things (i) there were fewer than 400 holders, (ii) there were fewer than 1,200 holders and the average monthly trading volume was less than 100,000 Shares over the most recent 12 months, (iii) the number of publicly held Shares (excluding Shares held by officers, directors, their immediate families and other concentrated holdings of 10% or more) were less than 600,000, or (iv) the aggregate market value of the publicly held Shares was less than $50 millioninclusion in Nasdaq. If, as a result of the purchase of Shares pursuant to the Offer, the Shares no longer meet the requirements of the NYSE criteria for continued listing and the listing of Shares is discontinuedcontinuing inclusion in Nasdaq, the market for the Shares could be adversely affected. If the NYSE were According to delist the SharesNasdaq's published guidelines, it is possible that the Shares would trade on another securities exchange or in the over-the-counter market and that price quotations order for the Shares would to be reported eligible for continued inclusion in Nasdaq, there must continue to be, among other things, at least 1,100,000 publicly held Shares, held by such exchange at least 400 round lot stockholders, with a market value of at least $8 million. If the Shares were no longer eligible for inclusion in Nasdaq, they may nevertheless continue to be included in the Nasdaq SmallCap Market unless, among other things, the number of publicly held Shares (excluding Shares held by officers, directors and beneficial owners of more than 10% of the Shares) was less than 100,000, or through there were fewer than 300 holders in total. If the Shares are no longer eligible for inclusion in the Nasdaq National Market or other sources. The extent of the public market for Nasdaq SmallCap Market, the Shares and availability of such quotations would, however, depend upon such factors as the number of holders and/or the aggregate market value of the publicly-held Shares at such time, the interest in maintaining a market in the Shares might still be quoted on the part of securities firms, the possible termination of registration of the Shares under the Exchange Act and other factorsOTC Bulletin Board. The Shares are currently “"margin securities” " under the regulations of the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”"), which has the effect, among other things, of allowing brokers to extend credit on the collateral of such Shares. Depending upon factors similar to those described above regarding listing and market quotations, the Shares might no longer constitute “"margin securities” " for the purposes of the Federal Reserve Board’s 's margin regulations and, therefore, could no longer be used as collateral for loans made by brokers. The Shares are currently registered under the Exchange Act. Registration Such registration may be terminated upon application of Hertz the Company to the SEC Commission if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of the registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by Hertz the Company to holders of Shares and to the SEC Commission and would make certain of the provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement pursuant to Section 14(a) in connection with a stockholders’ stockholder's meeting and the related requirement of an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to “"going private” " transactions, no longer applicable to the Shares. Furthermore, “"affiliates” " of Hertz the Company and persons holding “"restricted securities” " of Hertz the Company may be deprived of the ability to dispose of such securities pursuant to Rule 144 promulgated under the Securities ActAct of 1933. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be “"margin securities” " or eligible for listing or NASDAQ National Market Nasdaq reporting. However, because its debt securities will continue Purchaser intends to be publicly-traded, Hertz will continue seek to file periodic reports cause the Company to terminate registration of the Shares under the Exchange Act following as soon after consummation of the MergerOffer as the requirements for termination of registration of the Shares are met.

Registration under the Exchange Act. If the Merger is consummated, stockholders who have not tendered their Shares in the Offer will receive cash in an amount equal to the price per Share provided pursuant to the Offer. Therefore, if such Merger takes place, the only difference between tendering Shares in the Offer and not tendering Shares in the Offer is that tendering stockholders will be paid earlier. If, however, the Merger is not consummated, the The purchase of Common Shares pursuant to the Offer will reduce the number of Common Shares that might otherwise trade publicly and may reduce the number of holders of Common Shares, which could adversely affect the liquidity and market value of the remaining Common Shares held by stockholders other than the Purchaser. We Purchaser cannot predict whether the reduction in the number of Common Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the Common Shares or whether such reduction would cause future market prices to be greater or less than the Offer Priceprice. Depending upon the number of Common Shares purchased pursuant to the Offer, the Common Shares may no longer meet the requirements of the NYSE for continued listing and may, therefore, be delisted from such exchange. According to the NYSE’s 's published guidelines, the NYSE would consider delisting the Common Shares if, among other things (i) there were fewer than 400 holdersthings, (ii) there were fewer than 1,200 holders and the average monthly trading volume was less than 100,000 Shares over the most recent 12 months, (iii) the number of publicly publicly-held Common Shares (excluding Common Shares held by officers, directors, their immediate families and other concentrated holdings of 10% or more) were less than 600,000, there were less than 1,200 holders of at least 100 shares or (iv) the aggregate market value of the publicly publicly-held Common Shares was were less than $50 5 million. According to the Company 1997 10-K, there were approximately 286 holders of record of Common Shares as of December 31 , 1997. If, as a result of the purchase of Common Shares pursuant to the Offer, the Common Shares no longer meet the requirements of the NYSE for continued listing and the listing of Common Shares is discontinued, the market for the Common Shares could be adversely affected. If the NYSE were to delist the SharesCommon Shares (which Purchaser intends to cause the Company to seek if it acquires control of the Company and the Common Shares no longer meet the NYSE listing requirements), it is possible that the Common Shares would trade on another securities exchange or in the over-the-counter market and that price quotations for the Common Shares would be reported by such exchange or through the Nasdaq National Market Association of Securities Dealers Automated Quotation System ("NASDAQ") or other sources. The extent of the public market for the Common Shares and availability of such quotations would, however, depend upon such factors as the number of holders and/or the aggregate market value of the publicly-held Common Shares at such time, the interest in maintaining a market in the Common Shares on the part of securities firms, the possible termination of registration of the Common Shares under the Exchange Act and other factors. The Common Shares are currently “"margin securities” " under the regulations of the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”"), which has the effect, among other things, of allowing brokers to extend credit on the collateral of such Common Shares. Depending upon factors similar to those described above regarding listing and market quotations, the Common Shares might no longer constitute “"margin securities” " for the purposes of the Federal Reserve Board’s 's margin regulations and, therefore, could no longer be used as collateral for loans made by brokers. The Common Shares are currently registered under the Exchange Act. Registration Such registration may be terminated upon application of Hertz the Company to the SEC Commission if the Common Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of the registration of the Common Shares under the Exchange Act would substantially reduce the information required to be furnished by Hertz the Company to holders of Common Shares and to the SEC Commission and would make certain of the provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement pursuant to Section 14(a) in connection with a stockholders’ stockholder's meeting and the related requirement of an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to “"going private” " transactions, no longer applicable to the Common Shares. Furthermore, “"affiliates” " of Hertz the Company and persons holding “"restricted securities” " of Hertz the Company may be deprived of the ability to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933 (the "Securities Act"). If registration of the Common Shares under the Exchange Act were terminated, the Common Shares would no longer be “"margin securities” " or eligible for listing or NASDAQ National Market reporting. However, because its debt securities will continue Purchaser intends to be publicly-traded, Hertz will continue seek to file periodic reports cause the Company to terminate registration of the Common Shares under the Exchange Act following as soon after consummation of the MergerOffer as the requirements for termination of registration of the Common Shares are met.