Exhibit 99.2
JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS, certain of the undersigned are stockholders, direct or
beneficial, of Rural/Metro Corporation, a Delaware corporation ("Rural");
WHEREAS, Accipiter Life Sciences Fund, LP, a Delaware limited partnership
("Accipiter Life Sciences"), Accipiter Life Sciences Fund II, LP, a Delaware
limited partnership ("ALSF II"), Accipiter Life Sciences Fund (Offshore), Ltd.,
a Cayman Islands company ("ALSF Offshore"), Accipiter Life Sciences Fund II
(Offshore), Ltd., a Cayman Islands company ("ALSF II Offshore"), Accipiter Life
Sciences Fund II (QP), LP, a Delaware limited partnership ("ALSF II QP"),
Accipiter Capital Management, LLC, a Delaware limited liability company
("Management"), Candens Capital, LLC, a Delaware limited liability company
("Candens"), Xxxx Xxxxxxx, Xxxxxx Xxxxx, Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxxx
wish to form a group for the purpose of seeking representation on the Board of
Directors of Rural;
WHEREAS, Accipiter Life Sciences intends to nominate Xxxxxx Xxxxx, Xxxxxx
X. Xxxxxx and Xxxx X. Xxxxxxx as nominees to be elected to the Board of
Directors of Rural at the 2007 annual meeting of stockholders of Rural, or any
other meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting").
NOW, IT IS AGREED, this 3rd day of October 2007 by the parties hereto:
1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities
Exchange Act of 1934, as amended, each of the undersigned (collectively, the
"Group") agrees to the joint filing on behalf of each of them of statements on
Schedule 13D with respect to the securities of Rural. Each member of the Group
shall be responsible for the accuracy and completeness of his/her own disclosure
therein.
2. So long as this agreement is in effect, each of the undersigned
shall provide written notice to Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Wolosky LLP
("Xxxxxx") of (i) any of their purchases or sales of securities of Rural; or
(ii) any securities of Rural over which they acquire or dispose of beneficial
ownership. Notice shall be given no later than 24 hours after each such
transaction.
3. Each of the undersigned agrees to solicit proxies or written
consents for the election of Xxxxxx Xxxxx, Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxxx,
or any other person(s) nominated by Accipiter Life Sciences, to the Board of
Directors of Rural at the Annual Meeting.
4. Accipiter Life Sciences agrees to bear all expenses incurred in
connection with the Group's activities, including expenses incurred by any of
the parties in a solicitation of proxies or written consents by the members of
the Group in connection with the Annual Meeting. Notwithstanding the foregoing,
Accipiter Life Sciences shall not be required to reimburse any party for (i)
out-of-pocket expenses incurred by a party in the aggregate in excess of $250
without Accipiter Life Sciences' prior written approval; (ii) the value of the
time of any party; (iii) legal fees incurred without Accipiter Life Sciences'
prior written approval; or (iv) the costs of any counsel, other than Xxxxxx,
employed in connection with any pending or threatened litigation without
Accipiter Life Sciences' prior written approval.
5. The relationship of the parties hereto shall be limited to
carrying on the business of the Group in accordance with the terms of this
Agreement. Such relationship shall be construed and deemed to be for the sole
and limited purpose of carrying on such business as described herein. Nothing
herein shall be construed to authorize any party to act as an agent for any
other party, or to create a joint venture or partnership, or to constitute an
indemnification. Nothing herein shall restrict any party's right to purchase or
sell securities of Rural, as he/she deems appropriate, in his/her sole
discretion, provided that all such sales are made in compliance with all
applicable securities laws.
6. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which, taken together, shall constitute
but one and the same instrument, which may be sufficiently evidenced by one
counterpart.
7. In the event of any dispute arising out of the provisions of this
Agreement, the parties hereto consent and submit to the exclusive jurisdiction
of the Federal and State Courts in the State of New York.
8. Any party hereto may terminate his or her obligations under this
agreement at any time on 24 hours' written notice to all other parties, with a
copy by fax to Xxxxxx Xxxxxxx at Xxxxxx, Fax No. (000) 000-0000.
9. Each party acknowledges that Xxxxxx shall act as counsel for both
the Group and Accipiter Life Sciences.
[Signature page follows]
IN WITNESS WHEREOF, THE PARTIES HERETO CAUSED THIS AGREEMENT TO BE
EXECUTED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
ACCIPITER LIFE SCIENCES FUND, LP
By: Candens Capital, LLC
its general partner
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Xxxx Xxxxxxx, Managing Member
ACCIPITER LIFE SCIENCES FUND II, LP
By: Candens Capital, LLC
its general partner
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Xxxx Xxxxxxx, Managing Member
ACCIPITER LIFE SCIENCES FUND II (QP),
LP
By: Candens Capital, LLC
its general partner
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Xxxx Xxxxxxx, Managing Member
ACCIPITER LIFE SCIENCES FUND
(OFFSHORE), LTD.
By: Accipiter Capital Management, LLC
its investment manager
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Xxxx Xxxxxxx, Managing Member
ACCIPITER LIFE SCIENCES FUND II
(OFFSHORE), LTD.
By: Accipiter Capital Management, LLC
its investment manager
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Xxxx Xxxxxxx, Managing Member
ACCIPITER CAPITAL MANAGEMENT, LLC
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Xxxx Xxxxxxx, Managing Member
CANDENS CAPITAL, LLC
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Xxxx Xxxxxxx, Managing Member
/s/ Xxxx Xxxxxxx
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XXXX XXXXXXX
/s/ Xxxxxx X. Xxxxx
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XXXXXX X. XXXXX
/s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX
/s/ Xxxx X. Xxxxxxx
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XXXX X. XXXXXXX
