HERTZ GLOBAL HOLDINGS, INC. [ ] Shares Common Stock Underwriting AgreementUnderwriting Agreement • November 13th, 2006 • Hertz Global Holdings Inc • Transportation services • New York
Hertz Global Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares of Common Stock, par value $0.01 per share (“Stock”), of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters, at the election of the Underwriters, up to [ ] additional shares of Stock. The aggregate of [ ] shares to be sold by the Company is herein called the “Firm Shares” and the aggregate of [ ] additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
HERTZ GLOBAL HOLDINGS, INC. FORM OF AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • November 13th, 2006 • Hertz Global Holdings Inc • Transportation services • New York
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of November [•], 2006, among (i) HERTZ GLOBAL HOLDINGS, INC., a Delaware corporation (the “Company”), (ii) each Stockholder listed in the signature pages hereof, and (iii) any other Stockholder that may become a party to this Agreement after the date and pursuant to the terms hereof. Capitalized terms used herein without definition shall have the meanings set forth in Section 5.1.
