1
Exhibit 10.57
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, dated as of July 1, 1997 (this
"Agreement"), is made by and among National Equipment Services, Inc., a
Delaware corporation (the "Company"), Golder, Thoma, Xxxxxxx, Xxxxxx Fund V,
L.P., a Delaware limited partnership ("GTCR"), Xxxxx Xxxxxxx ("Xxxxxxx"),
Xxxxxx X'Xxxxxx ("X'Xxxxxx") and Xxxx Xxxxxxxxx ("Xxxxxxxxx," and together with
GTCR, Xxxxxxx and X'Xxxxxx referred to herein as the "Existing Stockholders")
and Xxxxxx Xxxxxxxx ("Swinbank"), Xxxxxx Xxxxxx ("Xxxxxx"), Xxxxx X'Xxxx
("X'Xxxx"), Xxxxx Xxxxxx ("Xxxxxx") and X. X. Xxx ("Xxx," and together with
Swinbank, Poarch, O'Neil and Xxxxxx referred to herein as the "Purchasers").
Except as otherwise indicated, capitalized terms used herein are defined in
Section 9 hereof.
WHEREAS, pursuant to an Asset Purchase Agreement, dated as of July 1, 1997
(the "Acquisition Agreement"), by and among NES Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of the Company ("NES"), Sprint
Industrial Services, Inc., a Texas corporation ("Sprint"), Swinbank and Xxxxxx,
NES will purchase (the "Acquisition") substantially all of the assets of the
Sprintank division ("Sprintank") of Sprint.
WHEREAS, the purchase and sale of stock contemplated by this Agreement
will be consummated contemporaneously with the consummation of the Acquisition
pursuant to the terms of the Acquisition Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby agree as follows:
1. Authorization of Stock. The Company will authorize the issuance and
sale to the Purchasers of 485 shares of the Company's Class A Common Stock,
par value $.01 per share (the "Class A Common Stock") at a purchase price of
$1,000.00 per share, and 1,500 shares of the Company's Class B Common Stock,
par value $.01 per share (the "Class B Common Stock") at a purchase price of
$10.00 per share, each having the rights described in the Company's Certificate
of Incorporation (as amended, the "Certificate of Incorporation"). The shares
of Class A Common Stock and Class B Common Stock being purchased by the
Purchasers hereunder are collectively referred to herein as the "Shares."
2. Purchase and Sale of Shares.
(a) Purchase and Sale. The Company will sell to each Purchaser, and, on
the terms and subject to the conditions set forth herein, each Purchaser will
purchase from the Company, the number and class of Shares set forth below such
Purchaser's name on the signature pages hereto, at the purchase price per Share
as set forth in Section 1 above.
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(b) The Closing. The closing of the sale and purchase of the Shares (the
"Closing") will take place at the offices of Xxxxxxxx & Xxxxx, 000 Xxxx
Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 on the date hereof. At the Closing,
the Company will deliver to each Purchaser certificates evidencing the number
and class of Shares to be purchased by such Purchaser, issued in the name of
such Purchaser, upon payment by such Purchaser of the purchase price therefor
by wire transfer of immediately available funds to the bank account designated
by the Company.
3. Joinder. The Company, the Purchasers and the Existing Stockholders
hereby agree that the Stockholders Agreement and the Registration Agreement are
hereby amended by adding each Purchaser as a party thereto and as a Stockholder
under the Stockholders Agreement. Each Purchaser hereby agrees to be subject
to all of the rights and obligations and to be bound by all of the terms and
conditions set forth in the Stockholders Agreement and the Registration
Agreement to the same extent as if such Purchaser was originally a party
thereto. The Company and the Existing Stockholders hereby waive any and all
requirements and/or breaches arising under the Stockholders Agreement, the
Registration Agreement and any agreements mentioned therein resulting from the
consummation of the transactions contemplated herein.
4. Restrictions on Transfer of Shares. In addition to the restrictions on
transfer set forth in the Stockholders Agreement, the holders of the Shares
shall not sell, transfer, assign pledge or otherwise dispose of (a "Transfer")
any interest in any of the Shares except pursuant to the following provisions:
(a) Retention of Shares. Until the fifth anniversary of the date of this
Agreement, each holder of Shares shall not Transfer any interest in any of the
Shares, except for Exempt Transfers (as defined in Section 4(b) below).
(b) Transfer of Shares. Subject to Section 4(a) above and to any other
restrictions set forth in the Stockholders Agreement, each holder of Shares
shall not Transfer any interest in any of the Shares, except pursuant to (i)
the provisions of Section 5 below or the provisions of Section 5 or 7 of the
Stockholders Agreement ("Exempt Transfers") or (ii) the provisions of this
Section 4; provided that in no event shall any Transfer of Shares pursuant to
this Section 4 be made for any consideration other than cash payable upon
consummation of such Transfer or in installments over time. Prior to making
any Transfer other than an Exempt Transfer, each holder of Shares proposing to
Transfer Shares (a "Selling Holder") will give written notice (the "Sale
Notice") to the Company and GTCR. The Sale Notice will disclose in reasonable
detail the identity of the prospective transferee(s), the number and class of
Shares to be transferred and the terms and conditions of the proposed Transfer.
The Selling Holder will not consummate any Transfer until 95 days after the
Sale Notice has been given to the Company and to GTCR, unless the parties to
the Transfer have been finally determined pursuant to this Section 4 prior to
the expiration of such 95-day period (the date of the first to occur of such
events is referred to herein as the "Authorization Date").
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(c) First Refusal Rights. The Company may elect to purchase all (but not
less than all) of the Shares to be transferred upon the same terms and
conditions as those set forth in the Sale Notice by delivering a written notice
of such election to the Selling Holder and GTCR within 60 days after the Sale
Notice has been given to the Company. If the Company has not elected to
purchase all of the Shares to be Transferred, GTCR may elect to purchase all
(but not less than all) of the Shares to be transferred upon the same terms and
conditions as those set forth in the Sale Notice by giving written notice of
such election to the Selling Holder within 90 days after the Sale Notice has
been given to GTCR. If neither the Company nor GTCR elect to purchase all of
the Shares specified in the Sale Notice, the Selling Holder may Transfer the
Shares specified in the Sale Notice at a price and on terms no more favorable
to the transferee(s) thereof than specified in the Sale Notice during the
60-day period immediately following the Authorization Date. Any Shares not
transferred within such 60-day period will be subject to the provisions of this
Section 4(c) upon subsequent Transfer. The Company may pay the purchase price
for such shares by offsetting amounts outstanding under any bona fide debts
owed by the Selling Holder to the Company.
(d) Certain Permitted Transfers. The restrictions contained in this
Section 4 will not apply with respect to transfers of Shares pursuant to
applicable laws of descent and distribution; provided that such restrictions
will continue to be applicable to the Shares after any such transfer and the
transferees of such Shares have agreed in writing to be bound by the provisions
of this Agreement.
(e) Termination of Restrictions. The restrictions on the Transfer of
Shares set forth in this Section 4 will continue with respect to each Share
until the date on which such Share has been transferred in a transaction
permitted by this Section 4 (except in a transaction contemplated by Section
4(d)); provided that in any event such restrictions will terminate on the first
to occur of a Sale of the Company or a Public Offering.
5. Repurchase of Shares.
(a) In the event a Purchaser (i) in the case of O'Neil, Xxxxxx or Cox,
ceases to be employed by the Company or its subsidiaries for any reason, or
(ii) in the case of Swinbank or Xxxxxx, materially breaches the terms or
conditions of the Noncompetition Agreement, dated as of the date hereof,
between NES and such Purchaser (the "Noncompetition Agreement"), and such
breach remains uncured for a period of 10 days following delivery of a notice
by NES or the Company to such Purchaser notifying such Purchaser of the breach
(each of the events described in clauses (i) or (ii) above are referred to
herein as a "Termination"), the Shares purchased by such Purchaser hereunder
(the "Repurchased Shares") (whether held by such Purchaser or one or more of
such Person's permitted transferees, other than the Company, GTCR or an
affiliate of the Company or GTCR) will be subject to repurchase by the Company
and GTCR pursuant to the terms and conditions set forth in this Section 5 (the
"Repurchase Option"). In the event of a Termination, the purchase price for
each Repurchased Share will be the Fair Market Value for such share.
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(b) In the event of a Termination, the Company's board of directors (the
"Board") may elect to purchase all or any portion of the Repurchased Shares by
delivering written notice (the "Repurchase Notice") to the holder or holders of
the Repurchased Shares within 90 days after such Termination. The Repurchase
Notice will set forth the number of Repurchased Shares to be acquired from each
holder, the aggregate consideration to be paid for such shares and the time and
place for the closing of the transaction.
(c) In the event of a Termination, if for any reason the Company does not
elect to purchase all of the Repurchased Shares pursuant to the Repurchase
Option, GTCR shall be entitled to exercise the Repurchase Option for the
Repurchased Shares the Company has not elected to purchase (the "Available
Shares"). As soon as practicable after the Company has determined that there
will be Available Shares, but in any event within 45 days after such
Termination, the Company shall give written notice (the "Option Notice") to
GTCR setting forth the number of Available Shares and the purchase price for
the Available Shares. GTCR may elect to purchase any or all of the Available
Shares by giving written notice to the Company within one month after the
Option Notice has been given by the Company. As soon as practicable, and in
any event within ten days after the expiration of the one-month period set
forth above, the Company shall notify each holder of Repurchased Shares as to
the number of Repurchased Shares being purchased from such holder by GTCR (the
"Supplemental Repurchase Notice"). At the time the Company delivers the
Supplemental Repurchase Notice to the holder(s) of Repurchased Shares, the
Company shall also deliver written notice to GTCR setting forth the number of
shares GTCR is entitled to purchase, the aggregate purchase price and the time
and place of the closing of the transaction.
(d) The closing of the purchase of the Repurchased Shares pursuant to the
Repurchase Option shall take place on the date designated by the Company in the
Repurchase Notice or Supplemental Repurchase Notice, which date shall not be
more than one month nor less than five days after the delivery of the later of
either such notice to be delivered. The Company and/or GTCR will pay for the
Repurchased Shares to be purchased pursuant to the Repurchase Option by
delivery of a check or wire transfer of funds in the aggregate amount of the
purchase price for such shares. In addition, the Company may pay the purchase
price for such shares by offsetting amounts outstanding under any bona fide
debts owed by the holder of such Repurchased Shares to the Company. The
Company and GTCR will be entitled to receive representations and warranties
from the sellers as to their title to the Repurchased Shares being sold and to
require all sellers' signatures be guaranteed.
(e) The right of the Company and GTCR to repurchase Shares pursuant to
this Section 5 shall terminate upon the occurrence of a Public Offering.
6. Legend. The certificates representing the Shares will bear the
following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS
OF JULY 1, 1997, HAVE NOT BEEN REGISTERED
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UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL
RESTRICTIONS ON TRANSFER, CERTAIN RIGHTS OF FIRST REFUSAL AND CERTAIN
OTHER AGREEMENTS SET FORTH IN A STOCK PURCHASE AGREEMENT BETWEEN THE
COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY DATED AS OF JULY 1, 1997.
A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE
COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
No holder of Shares may Transfer any Shares (except pursuant to an effective
registration statement under the Securities Act) without first delivering to
the Company an opinion of counsel (reasonably acceptable in form and substance
to the Company) that neither registration nor qualification under the
Securities Act and applicable state securities laws is required in connection
with such transfer.
7. Purchasers' Representations and Warranties. Each Purchaser hereby
represents and warrants to and covenants and agrees with the Company that:
(a) such Purchaser is acquiring the Restricted Securities purchased
hereunder or acquired pursuant hereto for his own account with the present
intention of holding such securities for investment purposes and that he has no
intention of selling such securities in a public distribution in violation of
the federal securities laws or any applicable state securities laws;
(b) such Purchaser has had an opportunity to ask questions and receive
answers concerning the terms and conditions of the securities purchased
hereunder and has had full access to such other information concerning the
Company as such Purchaser may have requested and that in making his decision to
invest in the securities being purchased hereunder he is not in any way relying
on the fact that any other Person has decided to invest in the securities;
(c) such Purchaser (i) is an "accredited investor" as defined in Rule
501(a) under the Securities Act or (ii) by reason of his business and financial
experience, and the business and financial experience of those retained by him
to advise him with respect to his investment in the securities being purchased
hereunder, he, together with such advisors, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of
evaluating the merits and risks of his prospective investment in such
securities, is able to bear the economic risk of such investment and, at the
present time, is able to afford a complete loss of such investment; and
(d) such Purchaser (i) understands that the Shares have not been, and will
not be, registered under the Securities Act, or under any state securities
laws, and are being offered and sold in reliance upon federal and state
exemptions for transactions not involving any public offering, (ii)
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understands that the Shares are not transferable, and (iii) is able to bear the
economic risk and lack of liquidity inherent in holding the Shares.
8. Company's Representations and Warranties. The Company represents and
warrants to each of the Purchasers that:
(a) the Company is a corporation duly organized, validly existing and in
good standing under the laws of the state of Delaware, and has all requisite
corporate power and authority to conduct its business as presently conducted;
(b) the authorized capital stock of the Company consists of 25,000 shares
of Class A Common Stock, par value $0.01 per share (the "Class A Common"), and
150,000 shares of Class B Common Stock, par value $0.01 per share (the "Class B
Common"). As of immediately following the consummation of the transactions
contemplated hereby and by the Acquisition Agreement, there will be [21,526]
shares of Class A Common and 88,400 shares of Class B Common issued and
outstanding, and all such shares will at such time be validly issued, fully
paid and nonassessable;
(c) As of the Closing, the Company shall not have outstanding any stock or
securities convertible or exchangeable for any shares of its capital stock or
containing any profit participation features, nor shall it have outstanding any
rights or options to subscribe for or to purchase any stock or securities
convertible into or exchangeable for its capital stock or any stock
appreciation rights or phantom stock plans;
(d) the Company has full power and authority to enter into and perform
this Agreement in accordance with its terms and to carry out its obligations
hereunder; and
(e) the execution, delivery and performance of this Agreement do not and
will not contravene or constitute a default under the Company's certificate of
incorporation or by-laws.
9. Definitions.
"Fair Market Value" of each Share means the value agreed upon by the
holder thereof and the Board; provided that if the holder thereof and the Board
are unable to agree upon such value, then the holder thereof and the Company
will share the cost, on an equal basis, of a mutually acceptable business
appraiser whose determination will be binding.
"Person" means an individual, a partnership, a limited liability company,
a joint venture, a corporation, a trust, an unincorporated organization and a
government or any department or agency thereof.
"Public Offering" means the sale in an underwritten public offering
registered under the Securities Act of 1933, as amended from time to time, of
shares of the Company's capital stock approved by the Board.
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"Registration Agreement" means that certain Registration Agreement, dated
as of June 4, 1996, among the Company and others, as the same may be amended,
supplemented, restated, modified from time to time.
"Restricted Securities" means the Shares issued hereunder and any
securities issued with respect to the Shares by way of a dividend or split or
in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization. Restricted Securities will continue as
such in the hands of any transferee; provided that, as to any particular
Restricted Securities, such securities will cease to be Restricted Securities
when they have (a) been effectively registered under the Securities Act and
disposed of in accordance with the registration statement covering them, (b)
become eligible for sale pursuant to Rule 144 or Rule 144A of the Securities
and Exchange Commission (or any similar rule then in force) and disposed of in
accordance therewith or (c) been otherwise transferred and new securities for
them not bearing the Securities Act Legend set forth in Section 6 have been
delivered by the Company. Whenever any particular securities cease to be
Restricted Securities, the holder thereof will be entitled to receive from the
Company, without expense, new securities of like tenor not bearing a Securities
Act Legend of the character set forth in Section 6.
"Rule 144" means Rule 144 promulgated by the Securities and Exchange
Commission under the Securities Act as such rule may be amended from time to
time, or any similar rule then in force.
"Rule 144A" means Rule 144A promulgated by the Securities and Exchange
Commission under the Securities Act as such rule may be amended from time to
time, or any similar rule then in force.
"Securities Act" means the Securities Act of 1933, as amended, or any
similar federal law then in force.
"Securities and Exchange Commission" includes any governmental body or
agency succeeding to the functions thereof.
"Stockholders Agreement" means that certain Stockholders Agreement, dated
as of June 4, 1996, among the Company and others, as the same may be amended,
supplemented, restated, modified from time to time.
10. Miscellaneous.
(a) Remedies. The holders of Shares acquired hereunder (directly or
indirectly) will have all of the rights and remedies set forth in this
Agreement, the Certificate of Incorporation, and all of the rights and remedies
which such holders have been granted at any time under any other agreement or
contract, and all of the rights and remedies which such holders have under any
law. Any Person having any rights under any provision of this Agreement will
be entitled to enforce such
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rights specifically, to recover damages by reason of any breach of any
provision of this Agreement, and to exercise all other rights granted by law.
(b) Amendments and Waivers. Except as otherwise provided herein, no
modification, amendment or waiver of any provision hereof will be effective
against any party hereto unless such modification, amendment or waiver is
approved in writing by such party. The failure of any party to enforce any
provision of this Agreement or under any agreement contemplated hereby or under
the Certificate of Incorporation or the Company's bylaws will in no way be
construed as a waiver of such provisions and will not affect the right of such
party thereafter to enforce each and every provision of this Agreement, any
agreement referred to herein, the Certificate of Incorporation, or the
Company's bylaws in accordance with their terms.
(c) Survival of Representations and Warranties. All representations and
warranties contained herein or made in writing by any party in connection
herewith will survive the execution and delivery of this Agreement, regardless
of any investigation made by the Company or the Purchasers or on any of their
behalves.
(d) Successors and Assigns.
(i) Except as otherwise expressly provided herein, all covenants and
agreements contained in this Agreement by or on behalf of any of the
parties hereto will bind and inure to the benefit of the respective
successors and assigns of such parties whether so expressed or not. In
addition, and whether or not any express assignment has been made, the
provisions of this Agreement which are for the Purchasers' benefit as the
purchasers or holders of Shares, as the case may be, are also for the
benefit of and enforceable by any subsequent holder(s) of the Purchasers'
Shares.
(ii) If a sale, transfer, assignment or other disposition of any
Shares is made in accordance with the provisions of this Agreement to any
Person and such securities remain Restricted Securities immediately after
such disposition, such Person shall, at or prior to the time such
securities are acquired, execute a counterpart of this Agreement with such
modifications thereto as may be necessary to reflect such acquisition, and
such other documents as are necessary to confirm such Person's agreement
to become a party to, and to be bound by, all covenants, terms and
conditions of this Agreement, the Stockholders Agreement and the
Registration Agreement, each as theretofore amended.
(e) Severability. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable under any applicable law or rule in any jurisdiction,
such provision will be ineffective only to the extent of such invalidity,
illegality or unenforceability in such jurisdiction, without invalidating the
remainder of this Agreement in such jurisdiction or any provision hereof in any
other jurisdiction.
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(f) Counterparts. This Agreement may be executed simultaneously in
separate counterparts, any one of which need not contain the signatures of more
than one party, but all such counterparts taken together will constitute one
and the same Agreement.
(g) Descriptive Headings. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.
(h) Governing Law. The corporate laws of the State of Delaware will
govern all questions concerning the relative rights of the Company and its
securityholders. All other questions concerning the construction, validity and
interpretation of this Agreement will be governed by and construed in
accordance with the domestic laws of the State of Illinois, without giving
effect to any choice of law or conflict of law provision or rule (whether of
the State of Illinois or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Illinois.
(i) Notices. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement will be in
writing and will be deemed to have been given when personally delivered or
received by certified mail, return receipt requested, or sent by guaranteed
overnight courier service. Notices, demands and communications will be sent to
parties hereto at the addresses indicated below:
Notices to the Company:
National Equipment Services, Inc.
0000 Xxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Attention: Chief Executive Officer
With a copy to:
Xxxxxxxx and Xxxxx
000 X. Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Perl
Notices to a Purchaser:
To the address set forth below
such Purchaser's name on the
signature pages hereto
or to such other address or to the attention of such other Person as the
recipient party has specified by prior written notice to the sending party.
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* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase
Agreement on the day and year first above written.
NATIONAL EQUIPMENT SERVICES, INC.
By: /s/ Xxxxx Xxxxxxx
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Its: CEO
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GOLDER, THOMA, XXXXXXX, XXXXXX
FUND V, L.P.
By: GTCR V, L.P.
Its: General Partner
By: Golder, Thoma, Cressey, Rauner, Inc.
Its: General Partner
By: /s/ Xxxx X. Xxxxx
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Its: Principal
/s/ Xxxxx Xxxxxxx
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XXXXX XXXXXXX
/s/ Xxxxxx X'Xxxxxx
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XXXXXX X'XXXXXX
/s/ Xxxx X. Xxxxxxxxx
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XXXX XXXXXXXXX
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/s/ Xxxxxx Xxxxxxxx
XXXXXX XXXXXXXX
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Address:
1041 Xxxxxx Xxxxx
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Xxxxxxx, XX 00000
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194 shares of Class A Common
600 shares of Class B Common
/s/ Xxxxxx Xxxxxx
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XXXXXX XXXXXX
Address:
1041 Xxxxxx Xxxxx
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Xxxxxxx, XX 00000
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194 shares of Class A Common
600 shares of Class B Common
/s/ Xxxxx X'Xxxx
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XXXXX X'XXXX
Address:
28 Champions Bend Cir.
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Xxxxxxx, XX 00000
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48.5 shares of Class A Common
150 shares of Class B Common
/s/ Xxxxx Xxxxxx
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XXXXX XXXXXX
Address:
00000 #0 Xxxxxxx Xxxxxxxx Xx.
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Xxxxxxx, XX 00000
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24.25 shares of Class A Common
75 shares of Class B Common
/s/ X. X. Xxx
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X. X. XXX
Address:
0000 Xxxxxxxx Xxxxx
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Xxxxxxxx Xxxx, XX 00000
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24.25 shares of Class A Common
75 shares of Class B Common
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[SECOND SIGNATURE PAGE TO THE STOCK PURCHASE AGREEMENT]
CONSENT
The undersigned spouse of /s/ Xxxxx Xxxxxx hereby acknowledges that I
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have read the foregoing Stock Purchase Agreement (this "Agreement") and that I
understand its contents. I am aware that this Agreement provides for the
repurchase of my spouse's shares of capital stock of National Equipment
Services, Inc. (the "Shares") under certain circumstances and imposes other
restrictions on the transfer of such Shares. I agree that my spouse's interest
in the Shares is subject to this Agreement and that any interest I may have in
such Shares shall be irrevocably bound by this Agreement and further that my
community property interest, if any, shall be similarly bound by this
Agreement.
I am aware that the legal, financial and other matters contained in this
Agreement are complex and I am free to seek advice with respect thereto from
independent counsel. I have either sought such advice or determined after
carefully reviewing this Agreement that I will waive such right.
Name (signature): /s/ Xxxxxx Xxxxxx
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Name (printed): Xxxxxx Xxxxxx
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Witness (signature): /s/ Xxxxx Xxxxxx
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Witness (printed): Xxxxx Xxxxxx
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