Exhibit 10.6
XXXXXXX RENTCORP
ENVIROPLEX STOCK EXCHANGE AGREEMENT
JULY 2, 2001
Table of Contents
1. Exchange of Stock...................................................3
1.1 Exchange of Stock.............................................3
1.2 Closing.......................................................3
1.3 Deliverables..................................................3
1.4 Tax Free Exchange.............................................3
2. Representations and Warranties of the Company.......................3
2.1 Organization, Good Standing and Qualification.................3
2.2 Authorization.................................................3
2.3 Valid Issuance of Securities..................................3
2.4 Disclosure....................................................3
2.5 Brokers or Finders............................................4
2.6 No Representation as to Value.................................4
2.7 No Further Agreement..........................................4
3. Representations and Warranties of the Enviroplex Stockholders.......4
3.1 Authorization.................................................4
3.2 Disclosure of Information.....................................4
3.3 Acquiring Entirely for Own Account............................4
3.4 Restricted Securities.........................................4
3.5 Legends.......................................................4
3.6 Brokers or Finders............................................5
3.7 No Representation as to Value.................................5
3.8 No Further Agreement..........................................5
3.9 Independent Advice............................................5
4. Conditions of the Enviroplex Stockholders' Obligations at Closing...5
4.1 Agreement Signed; Others to Close.............................5
4.2 Representations and Warranties................................5
4.3 All Deliverables Ready........................................5
5. Conditions of the Company's Obligations at Closing..................5
5.1 Agreement Signed..............................................5
5.2 Representations and Warranties................................5
5.3 All Deliverables Ready........................................5
6. Deliverables by the Company at Closing..............................5
7. Deliverables by the Enviroplex Stockholders at Closing..............6
8. Standard Provisions.................................................6
8.1 Further Assurances............................................6
8.2 Survival of Warranties........................................6
8.3 Finder's Fee..................................................6
8.4 Fees and Expenses.............................................6
8.5 Delays or Omissions...........................................6
8.6 Entire Agreement..............................................6
8.7 Construction and Titles.......................................6
8.8 Severability..................................................6
8.9 Governing Law.................................................7
8.10 Confidentiality...............................................7
8.11 Attorney's Fees...............................................7
8.12 Mediation; Arbitration........................................7
8.13 Corporate Securities Law......................................7
8.14 Counterparts..................................................7
Exhibits
Exhibit A -- Schedule of Enviroplex Stockholders
Exhibit B-1 -- Spousal Consent (Xxxxxxx)
Exhibit B-2 -- Spousal Consent (Xxxxxx)
XXXXXXX RENTCORP
ENVIROPLEX STOCK EXCHANGE AGREEMENT
This Enviroplex Stock Exchange Agreement (the "Agreement") is made as of
the 2nd day of July, 2001 by and between XxXxxxx RentCorp, a California
corporation (the "Company"), and each of the persons, severally and not jointly,
whose names are listed on Exhibit A attached hereto (each an "Enviroplex
Stockholder" and together the "Enviroplex Stockholders").
The parties hereby agree as follows:
1. Exchange of Stock.
1.1 Exchange of Stock. Subject to the terms and conditions of this
Agreement, each Enviroplex Stockholder agrees to exchange at the Closing that
number of shares of Common Stock of Enviroplex, Inc., a California corporation
("Enviroplex") indicated with respect to such Enviroplex stockholder on Exhibit
A attached hereto, in consideration of the receipt of that number of shares of
the Company's Common Stock indicated with respect to such Enviroplex stockholder
on Exhibit A. Subject to the terms and conditions of this Agreement, the Company
agrees to issue to each Enviroplex stockholder at the Closing that number of
shares of the Company's Common Stock indicated with respect to such Enviroplex
stockholder on Exhibit A in consideration of the number of shares of Enviroplex
Common Stock indicated with respect to each such Enviroplex stockholder. The
shares of Common Stock of the Company issued to the Enviroplex Stockholders
pursuant to this Agreement shall be hereinafter referred to as the "XxXxxxx
Stock."
1.2 Closing. The exchange of shares of Enviroplex Common Stock for the
XxXxxxx Stock shall take place at the offices of Xxxxxxxxxxx Xxxx, Legal
Counsel, 0000 Xx Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxx, Xxxxxxxxxx 00000, at 2:00
p.m., on July 2, 2001 (which time and place are designated as the "Closing"), or
at such other time and place as the Company and the Enviroplex Stockholders
shall mutually agree upon orally or in writing.
1.3 Deliverables. At the Closing, the Company shall deliver to each
Enviroplex Stockholder those items specified in Section 6 below, and each
Enviroplex Stockholder shall deliver to the Company those items specified in
Section 7 below.
1.4 Tax Free Exchange. The parties hereto intend that the exchange of
the Enviroplex Common Stock for XxXxxxx Stock shall be tax free to the
Enviroplex Stockholders; however, no representation or guaranty as to the tax
treatment of the proposed transaction is being given by any party hereto.
2. Representations and Warranties of the Company. The Company hereby represents
and warrants to each Enviroplex Stockholder that:
2.1 Organization, Good Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of California. The Company has all requisite corporate power and
authority to execute and deliver this Agreement, to issue the XxXxxxx Stock, and
to carry out the provisions of this Agreement.
2.2 Authorization. All corporate action on the part of the Company, its
officers, directors and shareholders necessary for the authorization, execution
and delivery of this Agreement, the performance of all obligations of the
Company hereunder, and the authorization, issuance and delivery of the XxXxxxx
Stock has been taken or will be taken prior to the Closing.
2.3 Valid Issuance of Securities. The XxXxxxx Stock being issued to the
Enviroplex Stockholders hereunder, when issued and delivered in accordance with
the terms hereof for the consideration expressed herein, will be duly and
validly issued, fully paid and nonassessable and free of restrictions on
transfer other than restrictions on transfer under applicable state and federal
securities laws. Subject in part to the truth and accuracy of each Enviroplex
Stockholder's representations set forth in Section 3 of this Agreement, the
offer, exchange and issuance of the XxXxxxx Stock as contemplated by this
Agreement are exempt from registration requirements of any applicable state and
federal securities laws of the United States.
2.4 Disclosure. The Company's Common Stock is publicly traded and
regulated by the Securities and Exchange Commission. Disclosures regarding the
Company are contained in its Annual Report to Shareholders for the year 2000,
its Proxy Statement mailed to shareholders of the Company with respect to the
Company's May 30, 2001 Shareholders' Meeting, its Annual Report on Form 10-K for
the year 2000 filed with the Securities and Exchange Commission, and its
Quarterly Report on form 10-Q for the quarter ended March 31, 2001 filed with
the Securities and Exchange Commission. Further information regarding the
Company has been made available from time to time in press releases to the
public and in quarterly "Earnings Conference Calls" open to the public.
2.5 Brokers or Finders. The Company has no contract, arrangement or
understanding with any broker, finder or other similar person with respect to
the transactions contemplated by this Agreement.
2.6 No Representation as to Value. The Company makes no representation
as to either the value of the XxXxxxx Stock or the value of the shares of
Enviroplex Common Stock being exchanged therefor.
2.7 No Further Agreement. The Company has not entered into any agreement
with, or made any promises to, or received promises from, either of the
Enviroplex Stockholders or any other person with respect to the possible
disposition of any shares of Enviroplex Common Stock which will still be held
after the Closing by either of the Enviroplex Stockholders.
3. Representations and Warranties of the Enviroplex Stockholders. Each
Enviroplex Stockholder hereby represents and warrants to the Company, as to
himself and not as to other Enviroplex Stockholders, that:
3.1 Authorization. Such Enviroplex Stockholder has full power and
authority to enter into this Agreement and to perform his obligations hereunder.
The Enviroplex Stockholder owns the shares of Enviroplex Common Stock to be
transferred to the Company pursuant to this Agreement free and clear of all
liens and encumbrances, holds full right, title, and interest therein, and no
other person holds any interest in such shares of stock.
3.2 Disclosure of Information. Such Enviroplex Stockholder has received
in a reasonable time prior to the date hereof the Company's Annual Report to
Shareholders for the year 2000, the Company's Proxy Statement mailed to
shareholders of the Company with respect to the Company's May 30, 2001
Shareholders' Meeting, the Company's Annual Report on Form 10-K for the year
2000 filed with the Securities and Exchange Commission, and the Company's
Quarterly Report on form 10-Q for the quarter ended March 31, 2001 filed with
the Securities and Exchange Commission. The Enviroplex Stockholder is aware that
further information regarding the Company has been made from time to time in
press releases to the public and in quarterly "Earnings Conference Calls" open
to the public, and has had an opportunity to review the same. The Enviroplex
Stockholder believes he has received all the information he considers necessary
or appropriate for deciding whether to acquire the XxXxxxx Stock. The Enviroplex
Stockholder further represents that he has had an opportunity to ask questions
and receive answers from the Company regarding the terms and conditions of the
offering of the XxXxxxx Stock as well as the business, properties, prospects and
financial condition of the Company, and to obtain additional information (to the
extent the Company possessed such information or could acquire it without
unreasonable effort or expense) necessary to verify the accuracy of any
information furnished to such Enviroplex Stockholder. The Enviroplex Stockholder
has not relied upon any information regarding the transactions contemplated by
this Agreement other than as set forth in this Agreement.
3.3 Acquiring Entirely for Own Account. This Agreement is made with the
Enviroplex Stockholder in reliance upon the Enviroplex Stockholder's
representation to the Company, which by the Enviroplex Stockholder's execution
of this Agreement he hereby confirms, that the XxXxxxx Stock to be acquired by
him will be acquired for investment for his own account, not as a nominee or
agent, and not with a view to the resale or distribution of any part thereof,
and that the Enviroplex Stockholder has no present intention of selling,
granting any participation in, or otherwise distributing the same. By executing
this Agreement, the Enviroplex Stockholder further represents that he does not
presently have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participation to such person or to any third
person, with respect to any of the XxXxxxx Stock.
3.4 Restricted Securities. The Enviroplex Stockholder understands that
the XxXxxxx Stock has not been, and will not be, registered under the Securities
Act of 1933 by reason of a specific exemption from the registration provisions
of the Securities Act which depends upon, among other things, the bona fide
nature of the investment intent and the accuracy of the Enviroplex Stockholder's
representations as expressed herein. The Enviroplex Stockholder understands that
the XxXxxxx Stock are "restricted securities" under applicable U.S. federal and
state securities laws and regulations, and that pursuant to these laws, the
Enviroplex Stockholder must hold the XxXxxxx Stock unless they are registered
with the Securities and Exchange Commission and qualified by state authorities
or an exemption from such registration and qualification requirements is
available. The Enviroplex Stockholder acknowledges that the Company has no
obligation to register or qualify the XxXxxxx Stock for resale. The Enviroplex
Stockholder further acknowledges that if an exemption from registration or
qualification is available, it may be conditioned on various requirements
including, but not limited to, the time and manner of sale, the holding period
for the XxXxxxx Stock, and requirements relating to the Company which are
outside of the Enviroplex Stockholder's control and which the Company is under
no obligation, and may not be able, to satisfy.
3.5 Legends. The Enviroplex Stockholder understands that the
certificates evincing the XxXxxxx Stock may bear the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION
WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR
DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933."
3.6 Brokers or Finders. The Enviroplex Stockholder has no contract,
arrangement or understanding with any broker, finder or other similar person
with respect to the transactions contemplated by this Agreement.
3.7 No Representation as to Value. The Enviroplex Stockholder makes no
representation as to the value of the shares of Enviroplex Common Stock being
exchanged for the XxXxxxx Stock.
3.8 No Further Agreement. The Enviroplex Stockholder has not entered
into any agreement with, or made any promises to, or received promises from,
either the Company or any other person with respect to the possible disposition
of any shares of Enviroplex Common Stock which will still be held after the
Closing by either of the Enviroplex Stockholders.
3.9 Independent Advice. The Company has recommended that the Enviroplex
Stockholders obtain independent legal, tax and accounting advice with respect to
the exchange contemplated by this Agreement; and the Enviroplex Stockholder has
had an opportunity to retain and obtain advice from his own legal, tax and
accounting counsel and advisors.
4. Conditions of the Enviroplex Stockholders' Obligations at Closing. The
obligations of each Enviroplex Stockholder to the Company under this Agreement
are subject to the fulfillment, on or before the Closing, of each of the
following conditions, unless otherwise waived (the waiver of any of the
following conditions shall not be effective against any Enviroplex Stockholder
who does not consent in writing thereto):
4.1 Agreement Signed; Others to Close. This Agreement shall have been
duly executed and delivered by the Company and by all the Enviroplex
Stockholders, and all the Enviroplex Stockholders shall close the transaction
concurrently.
4.2 Representations and Warranties. The representations and warranties
of the Company contained in Section 2 shall be true and correct in all material
respects on and as of the Closing, with the same effect as though such
representations and warranties had been made on and as of the date of the
Closing. No representation or warranty of the Company contained in this
Agreement when read together contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the statements
contained herein or therein not misleading in light of the circumstances under
which they were made.
4.3 All Deliverables Ready. All documents and other items to be
delivered to the Enviroplex Stockholders at the Closing as specified in Section
6 below, shall be duly executed, ready for delivery to the Enviroplex
Stockholders, and in form and substance reasonably satisfactory to the
Enviroplex Stockholders.
5. Conditions of the Company's Obligations at Closing. The obligations of the
Company to each Enviroplex Stockholder under this Agreement are subject to the
fulfillment, on or before the Closing, of each of the following conditions,
unless otherwise waived:
5.1 Agreement Signed. This Agreement shall have been duly executed and
delivered by all of Enviroplex Stockholders, and all the Enviroplex Stockholders
shall have satisfied all of the conditions of this Section 5 and shall be
prepared to close the transaction.
5.2 Representations and Warranties. The representations and warranties
of each Enviroplex Stockholder contained in Section 3 shall be true and correct
in all material respects on and as of the Closing, with the same effect as
though such representations and warranties had been made on and as of the
Closing.
5.3 All Deliverables Ready. All documents and other items to be
delivered to the Company at the Closing as specified in Section 7 below, shall
be duly executed, ready for delivery to the Company, and in form and substance
reasonably satisfactory to the Company's counsel.
6. Deliverables by the Company at Closing. At the Closing, the Company shall
deliver to each of the Enviroplex Stockholders a certificate evincing the
XxXxxxx Stock being acquired by the Enviroplex Stockholder pursuant to this
Agreement.
7. Deliverables by the Enviroplex Stockholders at Closing. At the Closing, each
Enviroplex Stockholder shall deliver to the Company a certificate evincing the
shares of Enviroplex Common Stock to be exchanged by the Enviroplex Stockholder
for the XxXxxxx Stock pursuant to this Agreement; together with an Assignment
Separate From Certificate (Stock Power) providing for the transfer of said
shares to the Company. In the event the certificate tendered by the Enviroplex
Stockholder is for a number of shares greater than that to be transferred to the
Company, the Company, the Enviroplex Stockholder and Enviroplex shall cooperate
to ensure that Enviroplex issues back to the Enviroplex stockholder a
certificate for the balance of the shares of Enviroplex Common Stock remaining
after the transfer to the Company.
8. Standard Provisions.
8.1 Further Assurances. Each of the parties hereto shall execute and
deliver such instruments and take such other actions as the other parties may
reasonably request in order to carry out the intent of this Agreement.
8.2 Survival of Warranties. Unless otherwise set forth in this
Agreement, the warranties, representations and covenants of the Company and the
Enviroplex Stockholders contained in or made pursuant to this Agreement shall
survive the execution and delivery of this Agreement and the Closing.
8.3 Finder's Fee. Each party, severally and not jointly, represents that
it neither is nor will be obligated for any finder's, broker's or similar fee or
commission in connection with the transactions contemplated by this Agreement.
Each Enviroplex Stockholder, severally and not jointly, agrees to indemnify and
to hold harmless the Company and each of the other Enviroplex Stockholders from
any liability for any commission or compensation in the nature of a finder's,
broker's or similar fee (and the costs and expenses of defending against such
liability or asserted liability) for which such Enviroplex Stockholder is
responsible. The Company agrees to indemnify and hold harmless each Enviroplex
Stockholder from any liability for any commission or compensation in the nature
of a finder's, broker's or similar fee (and the costs and expenses of defending
against such liability or asserted liability) for which the Company or any of
its officers, employees or representatives is responsible.
8.4 Fees and Expenses. Each party shall pay its own fees and expenses
incurred with respect to this Agreement and the transactions contemplated
hereby.
8.5 Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to any party under this Agreement, upon any breach or
default of any other party under this Agreement, shall impair any such right,
power or remedy of such non-breaching or non-defaulting party nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the part of any party of any
breach or default under this Agreement, or any waiver on the part of any party
of any provisions or conditions of this Agreement, must be in writing and shall
be effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative.
8.6 Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof, and any and
all other written or oral agreements relating to the subject matter hereof
existing between the parties hereto are expressly canceled.
8.7 Construction and Titles. This Agreement has been negotiated between
the parties hereto, and the language hereof shall not be construed for or
against any party. The titles and subtitles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Agreement. A reference herein to any section shall be deemed to include a
reference to every subsection thereof. All pronouns contained herein, and any
variations thereof, shall be deemed to refer to the masculine, feminine or
neuter, singular or plural, as the identity of the parties hereto may require.
8.8 Severability. If any provision of this Agreement is held to be
unenforceable under applicable law, it shall be interpreted, to the extent
possible, to enhance its enforceability in order to achieve the intent of the
parties to this Agreement. But if no feasible construction would save the
provision, the parties agree to renegotiate such provision in good faith. In the
event the parties cannot reach a mutually agreeable and enforceable replacement
for such provision, its invalidity, illegality or unenforceability shall not
affect any other provision of this Agreement; rather this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein; provided, however, no such severability shall be effective if
it materially changes the economic benefit of this Agreement to any party. The
invalidity of any provision of this Agreement as applied to certain
circumstances shall not affect the validity or enforceability of such provision
as applied to other circumstances or any other provisions of this Agreement.
8.9 Governing Law. This Agreement and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto are to be construed
in accordance with and governed by the laws of the State of California (as
permitted by Section 1646.5 of the California Civil Code or any similar
successor provision), without giving effect to any choice of law rule that would
cause the application of the laws of any jurisdiction other than the State of
California to the rights and duties of the parties hereto.
8.10 Confidentiality. Each party hereto agrees that it shall at all
times keep confidential and not divulge, furnish or make accessible to anyone
any confidential information, knowledge or data concerning or relating to the
business or financial affairs of any other party hereto to which such party has
been or shall become privy by reason of this Agreement, discussions or
negotiations relating to the transactions contemplated hereby or thereby, except
with the prior written consent of such other party.
8.11 Attorney's Fees. If any action at law or in equity (including
arbitration) is instituted to enforce or interpret the terms of this Agreement,
the prevailing party shall be entitled to reasonable attorney's fees, costs and
necessary disbursements in addition to any other relief to which such party may
be entitled.
8.12 Mediation; Arbitration. Any controversy or claim arising out of or
relating to this Agreement, or the interpretation or breach hereof, shall be
referred to a neutral mediator agreed upon by the parties or selected pursuant
to the rules of Endispute, Inc. Each party shall bear its own expenses and
one-half of the expenses of the mediator. If after 90 days of the commencement
of mediation the controversy or claim has not been resolved, either party may
commence arbitration proceedings in Palo Alto, California in accordance with the
Commercial Arbitration Rules of the American Arbitration Association. If the
amount in controversy is $1,000,000 or more, the arbitration shall be held
before three arbitrators; otherwise, it shall be before a single arbitrator. In
any such arbitration proceedings, each party shall bear its own costs and
expenses and one-half of the expenses of the arbitrator(s); provided that the
arbitrator(s) shall have the authority, should he, she or they determine it
appropriate under the circumstances, to award reasonable attorneys fees and
costs to the prevailing party. Judgment upon the award rendered by the
arbitrator(s) shall be final and binding and may be entered in any court having
jurisdiction thereof.
8.13 Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE
SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF
CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR
THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE
QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE
QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS
CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON
THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT.
8.14 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
The parties have executed this Enviroplex Stock Exchange Agreement as of
the date first written above by the undersigned, who have been duly authorized
to do so.
COMPANY:
XXXXXXX RENTCORP
Address:
0000 Xxx Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
By:
----------------------------------------
Xxxxxx X. Xxxxxxx, President
By:
----------------------------------------
Xxxxxx X. Xxxx, Secretary
ENVIROPLEX STOCKHOLDERS:
Address:
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
--------------------------------------
XXX X. XXXXXXX
Address:
000 Xxxxxxx Xxx
Xxxx, XX 00000
--------------------------------------
XXXXXX X. XXXXXX
EXHIBIT A
SCHEDULE OF ENVIROPLEX STOCKHOLDERS
Shares of XxXxxxx
Shares of Enviroplex RentCorp Common Stock
Name of Enviroplex Stockholder Common Stock to be Exchanged to be Received
------------------------------ ---------------------------- ---------------------
Xxx X. Xxxxxxx 7,000 77,605
Xxxxxx X. Xxxxxx 700 7,761
EXHIBIT B-1
TO
XXXXXXX RENTCORP
ENVIROPLEX STOCK EXCHANGE AGREEMENT
SPOUSAL CONSENT
The undersigned does hereby certify that she is the spouse of Xxx X.
Xxxxxxx, the individual who executed the above Enviroplex Stock Exchange
Agreement. I consent to and agree with the transaction contemplated in the
Agreement by which shares of Common Stock of Enviroplex, Inc. owned by my
husband will be exchanged for shares of Common Stock of XxXxxxx RentCorp. I
agree to execute and deliver such documents as may be necessary to carry out the
intent of this Agreement.
Dated: July 2, 2001.
------------------------------------
XXXX X. XXXXXXX
EXHIBIT B-2
TO
XXXXXXX RENTCORP
ENVIROPLEX STOCK EXCHANGE AGREEMENT
SPOUSAL CONSENT
The undersigned does hereby certify that she is the spouse of Xxxxxx X.
Xxxxxx, the individual who executed the above Enviroplex Stock Exchange
Agreement. I consent to and agree with the transaction contemplated in the
Agreement by which shares of Common Stock of Enviroplex, Inc. owned by my
husband will be exchanged for shares of Common Stock of XxXxxxx RentCorp. I
agree to execute and deliver such documents as may be necessary to carry out the
intent of this Agreement.
Dated: July 2, 2001.
------------------------------------
XXXXXXX X. XXXXXX
