SETTLEMENT AGREEMENTSettlement Agreement • January 28th, 2008 • Accipiter Capital Management, LLC • Local & suburban transit & interurban hwy passenger trans • Delaware
THIS SETTLEMENT AGREEMENT (this “Agreement”), dated January 25, 2008, by and among Accipiter Life Sciences Fund, LP, a Delaware limited partnership, Accipiter Life Sciences Fund II, LP, a Delaware limited partnership, Accipiter Life Sciences Fund (Offshore), Ltd., a Cayman Islands company, Accipiter Life Sciences Fund II (Offshore), Ltd., a Cayman Islands company, Accipiter Life Sciences Fund II (QP), LP, a Delaware limited partnership, Accipiter Capital Management, LLC, a Delaware limited liability company, Candens Capital, LLC, a Delaware limited liability company, Gabe Hoffman (collectively, “Accipiter”), Eugene I. Davis, Earl P. Holland, (each of Mr. Davis and Mr. Holland, as well as any individuals appointed as their substitutes or successors pursuant to Section 3.3(a) of this Agreement, an “Accipiter Nominee” and together, the “Accipiter Nominees”) and Rural/Metro Corporation, a Delaware corporation (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • January 28th, 2008 • Accipiter Capital Management, LLC • Local & suburban transit & interurban hwy passenger trans
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 8 to the Schedule 13D originally filed on September 5, 2006 (including additional amendments thereto) with respect to the Common Stock of Rural/Metro Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
