NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • September 16th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • Delaware
This Nomination and Standstill Agreement, dated September 15, 2014 (this “Agreement”), is by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and individually a “member” of the Icahn Group) and Hertz Global Holdings, Inc. (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • September 16th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • Delaware
AMENDMENT NO. 1 dated as of September 15, 2014 (this “Amendment”), to the RIGHTS AGREEMENT dated as of December 30, 2013 (the “Rights Agreement”), between HERTZ GLOBAL HOLDINGS, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent (the “Rights Agent”).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • September 16th, 2014 • Hertz Corp • Services-auto rental & leasing (no drivers) • Delaware
This letter agreement shall become effective upon the appointment of any Icahn Designee to the Board of Directors (the “Board”) of Hertz Global Holdings, Inc. (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Nomination and Standstill Agreement (the “Nomination Agreement”), dated as of September 15, 2014, among the Company and the Icahn Group. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, an Icahn Designee may, if and to the extent he or she desires to do so, disclose information he or she obtains while serving as a member of the Board to you and your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to t
