1
VOTING AGREEMENT AND PROXY
For the purpose of inducing NR Holdings Limited and NR Investments
Limited, each a corporation organized under the laws of the Cayman Islands
(together, the "Purchasers"), to enter into a Preferred Stock Purchase
Agreement (the "Purchase Agreement") with NationsRent, Inc., a Delaware
corporation ("NRI"), pursuant to which NRI will agree to issue to the
Purchasers, and the Purchasers will agree to purchase from NRI, subject to the
conditions set forth therein, an aggregate of 100,000 shares of Series A
Convertible Preferred Stock, par value $.01 per share, of NRI for an aggregate
purchase price of $100 million, the undersigned stockholder of NRI:
(a) hereby agrees with the Purchasers that, at any meeting of
NRI's stockholders called for the purpose of acting upon
approval of the transaction contemplated by the Purchase
Agreement (the "Transaction"), and at any adjournment or
postponement thereof, or in connection with any written
consent of NRI's stockholders in lieu of such a meeting, the
undersigned will vote all shares of capital stock of NRI
owned or controlled by the undersigned, whether now owned or
controlled or hereafter acquired or controlled (the
"Shares"), in favor of approval of the Transaction; and
(b) hereby appoints Xxxxxxxxxxx X. X'Xxxxx and Xxxxxxx X.
Xxxxxxxxx, and each of them, as the proxy of the undersigned,
each with full power of substitution, to vote all of the
Shares on behalf of the undersigned at any meeting of
stockholders of NRI called for the purpose of acting upon the
Transaction, and at any adjournment or postponement thereof,
with the same force and effect as such vote would have if the
undersigned were personally present at such meeting, in favor
of approval of the Transaction. This proxy, being coupled
with an interest, is irrevocable.
The undersigned agrees that in connection with any transfer of any of
the Shares by the undersigned, it will obtain from the transferee and deliver
to the Purchasers an executed Voting Agreement and Proxy in the form hereof.
The undersigned acknowledges that NRI has agreed not to permit any such
transfer unless the undersigned has complied with the foregoing requirements.
This Agreement shall terminate and the proxy granted hereby shall expire upon
the earlier of (a) termination of the Purchase Agreement in accordance with its
terms or (b) the consummation of the Second Closing (as defined in the Purchase
Agreement).
IN WITNESS WHEREOF, the undersigned has executed this as of this
20th day of July, 1999.
The 1997 Xxx X. and Xxxxx X. X'Xxxx
Irrevocable Trust for Xxx X. X'Xxxx
/s/ Xxx X. X'Xxxx
--------------------------------------
Xxx X. X'Xxxx, as Trustee
2
VOTING AGREEMENT AND PROXY
For the purpose of inducing NR Holdings Limited and NR Investments
Limited, each a corporation organized under the laws of the Cayman Islands
(together, the "Purchasers"), to enter into a Preferred Stock Purchase
Agreement (the "Purchase Agreement") with NationsRent, Inc., a Delaware
corporation ("NRI"), pursuant to which NRI will agree to issue to the
Purchasers, and the Purchasers will agree to purchase from NRI, subject to the
conditions set forth therein, an aggregate of 100,000 shares of Series A
Convertible Preferred Stock, par value $.01 per share, of NRI for an aggregate
purchase price of $100 million, the undersigned stockholder of NRI:
(a) hereby agrees with the Purchasers that, at any meeting of
NRI's stockholders called for the purpose of acting upon
approval of the transaction contemplated by the Purchase
Agreement (the "Transaction"), and at any adjournment or
postponement thereof, or in connection with any written
consent of NRI's stockholders in lieu of such a meeting, the
undersigned will vote all shares of capital stock of NRI
owned or controlled by the undersigned, whether now owned or
controlled or hereafter acquired or controlled (the
"Shares"), in favor of approval of the Transaction; and
(b) hereby appoints Xxxxxxxxxxx X. X'Xxxxx and Xxxxxxx X.
Xxxxxxxxx, and each of them, as the proxy of the undersigned,
each with full power of substitution, to vote all of the
Shares on behalf of the undersigned at any meeting of
stockholders of NRI called for the purpose of acting upon the
Transaction, and at any adjournment or postponement thereof,
with the same force and effect as such vote would have if the
undersigned were personally present at such meeting, in favor
of approval of the Transaction. This proxy, being coupled
with an interest, is irrevocable.
The undersigned agrees that in connection with any transfer of any of
the Shares by the undersigned, it will obtain from the transferee and deliver
to the Purchasers an executed Voting Agreement and Proxy in the form hereof.
The undersigned acknowledges that NRI has agreed not to permit any such
transfer unless the undersigned has complied with the foregoing requirements.
This Agreement shall terminate and the proxy granted hereby shall expire upon
the earlier of (a) termination of the Purchase Agreement in accordance with its
terms or (b) the consummation of the Second Closing (as defined in the Purchase
Agreement).
IN WITNESS WHEREOF, the undersigned has executed this as of this
20th day of July, 1999.
/s/ Xxx X. X'Xxxx
--------------------------------------
Xxx X. X'Xxxx, as Trustee
3
VOTING AGREEMENT AND PROXY
For the purpose of inducing NR Holdings Limited and NR Investments
Limited, each a corporation organized under the laws of the Cayman Islands
(together, the "Purchasers"), to enter into a Preferred Stock Purchase
Agreement (the "Purchase Agreement") with NationsRent, Inc., a Delaware
corporation ("NRI"), pursuant to which NRI will agree to issue to the
Purchasers, and the Purchasers will agree to purchase from NRI, subject to the
conditions set forth therein, an aggregate of 100,000 shares of Series A
Convertible Preferred Stock, par value $.01 per share, of NRI for an aggregate
purchase price of $100 million, the undersigned stockholder of NRI:
(a) hereby agrees with the Purchasers that, at any meeting of
NRI's stockholders called for the purpose of acting upon
approval of the transaction contemplated by the Purchase
Agreement (the "Transaction"), and at any adjournment or
postponement thereof, or in connection with any written
consent of NRI's stockholders in lieu of such a meeting, the
undersigned will vote all shares of capital stock of NRI
owned or controlled by the undersigned, whether now owned or
controlled or hereafter acquired or controlled (the
"Shares"), in favor of approval of the Transaction; and
(b) hereby appoints Xxxxxxxxxxx X. X'Xxxxx and Xxxxxxx X.
Xxxxxxxxx, and each of them, as the proxy of the undersigned,
each with full power of substitution, to vote all of the
Shares on behalf of the undersigned at any meeting of
stockholders of NRI called for the purpose of acting upon the
Transaction, and at any adjournment or postponement thereof,
with the same force and effect as such vote would have if the
undersigned were personally present at such meeting, in favor
of approval of the Transaction. This proxy, being coupled
with an interest, is irrevocable.
The undersigned agrees that in connection with any transfer of any of
the Shares by the undersigned, it will obtain from the transferee and deliver
to the Purchasers an executed Voting Agreement and Proxy in the form hereof.
The undersigned acknowledges that NRI has agreed not to permit any such
transfer unless the undersigned has complied with the foregoing requirements.
This Agreement shall terminate and the proxy granted hereby shall expire upon
the earlier of (a) termination of the Purchase Agreement in accordance with its
terms or (b) the consummation of the Second Closing (as defined in the Purchase
Agreement).
IN WITNESS WHEREOF, the undersigned has executed this as of this
20th day of July, 1999.
Xxxx Holdings Limited Partnership,
a Nevada limited partnership
By: Xxxx Holdings, Inc., as general partner
By: /s/ Xxxxx X. Xxxx
-----------------------------------
Xxxxx X. Xxxx
President, Treasurer and Secretary
4
VOTING AGREEMENT AND PROXY
For the purpose of inducing NR Holdings Limited and NR Investments
Limited, each a corporation organized under the laws of the Cayman Islands
(together, the "Purchasers"), to enter into a Preferred Stock Purchase
Agreement (the "Purchase Agreement") with NationsRent, Inc., a Delaware
corporation ("NRI"), pursuant to which NRI will agree to issue to the
Purchasers, and the Purchasers will agree to purchase from NRI, subject to the
conditions set forth therein, an aggregate of 100,000 shares of Series A
Convertible Preferred Stock, par value $.01 per share, of NRI for an aggregate
purchase price of $100 million, the undersigned stockholder of NRI:
(a) hereby agrees with the Purchasers that, at any meeting of
NRI's stockholders called for the purpose of acting upon
approval of the transaction contemplated by the Purchase
Agreement (the "Transaction"), and at any adjournment or
postponement thereof, or in connection with any written
consent of NRI's stockholders in lieu of such a meeting, the
undersigned will vote all shares of capital stock of NRI
owned or controlled by the undersigned, whether now owned or
controlled or hereafter acquired or controlled (the
"Shares"), in favor of approval of the Transaction; and
(b) hereby appoints Xxxxxxxxxxx X. X'Xxxxx and Xxxxxxx X.
Xxxxxxxxx, and each of them, as the proxy of the undersigned,
each with full power of substitution, to vote all of the
Shares on behalf of the undersigned at any meeting of
stockholders of NRI called for the purpose of acting upon the
Transaction, and at any adjournment or postponement thereof,
with the same force and effect as such vote would have if the
undersigned were personally present at such meeting, in favor
of approval of the Transaction. This proxy, being coupled
with an interest, is irrevocable.
The undersigned agrees that in connection with any transfer of any of
the Shares by the undersigned, it will obtain from the transferee and deliver
to the Purchasers an executed Voting Agreement and Proxy in the form hereof.
The undersigned acknowledges that NRI has agreed not to permit any such
transfer unless the undersigned has complied with the foregoing requirements.
This Agreement shall terminate and the proxy granted hereby shall expire upon
the earlier of (a) termination of the Purchase Agreement in accordance with its
terms or (b) the consummation of the Second Closing (as defined in the Purchase
Agreement).
IN WITNESS WHEREOF, the undersigned has executed this as of this
20th day of July, 1999.
/s/ Xxxxx X. Xxxx
--------------------------------------
Xxxxx X. Xxxx
5
VOTING AGREEMENT AND PROXY
For the purpose of inducing NR Holdings Limited and NR Investments
Limited, each a corporation organized under the laws of the Cayman Islands
(together, the "Purchasers"), to enter into a Preferred Stock Purchase
Agreement (the "Purchase Agreement") with NationsRent, Inc., a Delaware
corporation ("NRI"), pursuant to which NRI will agree to issue to the
Purchasers, and the Purchasers will agree to purchase from NRI, subject to the
conditions set forth therein, an aggregate of 100,000 shares of Series A
Convertible Preferred Stock, par value $.01 per share, of NRI for an aggregate
purchase price of $100 million, the undersigned stockholder of NRI:
(a) hereby agrees with the Purchasers that, at any meeting of
NRI's stockholders called for the purpose of acting upon
approval of the transaction contemplated by the Purchase
Agreement (the "Transaction"), and at any adjournment or
postponement thereof, or in connection with any written
consent of NRI's stockholders in lieu of such a meeting, the
undersigned will vote all shares of capital stock of NRI
owned or controlled by the undersigned, whether now owned or
controlled or hereafter acquired or controlled (the
"Shares"), in favor of approval of the Transaction; and
(b) hereby appoints Xxxxxxxxxxx X. X'Xxxxx and Xxxxxxx X.
Xxxxxxxxx, and each of them, as the proxy of the undersigned,
each with full power of substitution, to vote all of the
Shares on behalf of the undersigned at any meeting of
stockholders of NRI called for the purpose of acting upon the
Transaction, and at any adjournment or postponement thereof,
with the same force and effect as such vote would have if the
undersigned were personally present at such meeting, in favor
of approval of the Transaction. This proxy, being coupled
with an interest, is irrevocable.
The undersigned agrees that in connection with any transfer of any of
the Shares by the undersigned, it will obtain from the transferee and deliver
to the Purchasers an executed Voting Agreement and Proxy in the form hereof.
The undersigned acknowledges that NRI has agreed not to permit any such
transfer unless the undersigned has complied with the foregoing requirements.
This Agreement shall terminate and the proxy granted hereby shall expire upon
the earlier of (a) termination of the Purchase Agreement in accordance with its
terms or (b) the consummation of the Second Closing (as defined in the Purchase
Agreement).
IN WITNESS WHEREOF, the undersigned has executed this as of this
20th day of July, 1999.
Xxxxxxxx Investments Limited Partnership
By: Xxxxxxxx Investments, Inc., as general partner
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxx, Treasurer
6
VOTING AGREEMENT AND PROXY
For the purpose of inducing NR Holdings Limited and NR Investments
Limited, each a corporation organized under the laws of the Cayman Islands
(together, the "Purchasers"), to enter into a Preferred Stock Purchase
Agreement (the "Purchase Agreement") with NationsRent, Inc., a Delaware
corporation ("NRI"), pursuant to which NRI will agree to issue to the
Purchasers, and the Purchasers will agree to purchase from NRI, subject to the
conditions set forth therein, an aggregate of 100,000 shares of Series A
Convertible Preferred Stock, par value $.01 per share, of NRI for an aggregate
purchase price of $100 million, the undersigned stockholder of NRI:
(a) hereby agrees with the Purchasers that, at any meeting of
NRI's stockholders called for the purpose of acting upon
approval of the transaction contemplated by the Purchase
Agreement (the "Transaction"), and at any adjournment or
postponement thereof, or in connection with any written
consent of NRI's stockholders in lieu of such a meeting, the
undersigned will vote all shares of capital stock of NRI
owned or controlled by the undersigned, whether now owned or
controlled or hereafter acquired or controlled (the
"Shares"), in favor of approval of the Transaction; and
(b) hereby appoints Xxxxxxxxxxx X. X'Xxxxx and Xxxxxxx X.
Xxxxxxxxx, and each of them, as the proxy of the undersigned,
each with full power of substitution, to vote all of the
Shares on behalf of the undersigned at any meeting of
stockholders of NRI called for the purpose of acting upon the
Transaction, and at any adjournment or postponement thereof,
with the same force and effect as such vote would have if the
undersigned were personally present at such meeting, in favor
of approval of the Transaction. This proxy, being coupled
with an interest, is irrevocable.
The undersigned agrees that in connection with any transfer of any of
the Shares by the undersigned, it will obtain from the transferee and deliver
to the Purchasers an executed Voting Agreement and Proxy in the form hereof.
The undersigned acknowledges that NRI has agreed not to permit any such
transfer unless the undersigned has complied with the foregoing requirements.
This Agreement shall terminate and the proxy granted hereby shall expire upon
the earlier of (a) termination of the Purchase Agreement in accordance with its
terms or (b) the consummation of the Second Closing (as defined in the Purchase
Agreement).
IN WITNESS WHEREOF, the undersigned has executed this as of this
20th day of July, 1999.
H. Family Investments, Inc.,
a Florida corporation
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
