AGREEMENT AND PLAN OF MERGER among RAM HOLDINGS, INC., RAM ACQUISITION CORP. and UNITED RENTALS, INC. Dated as of July 22, 2007Merger Agreement • July 24th, 2007 • United Rentals Inc /De • Services-equipment rental & leasing, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 22, 2007 (this “Agreement”), among RAM HOLDINGS, INC., a Delaware corporation (“Parent”), RAM ACQUISITION CORP., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and UNITED RENTALS, INC., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO THE RIGHTS AGREEMENTRights Agreement • July 24th, 2007 • United Rentals Inc /De • Services-equipment rental & leasing, nec • Delaware
FIRST AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of July 22, 2007, to the Rights Agreement, dated as of September 28, 2001 (the “Rights Agreement”), between United Rentals, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Co., as rights agent (the “Rights Agent”). Capitalized terms not otherwise defined in this Amendment shall have the meaning ascribed to such terms in the Rights Agreement.
WARRANT HOLDERS AGREEMENTWarrant Holders Agreement • July 24th, 2007 • United Rentals Inc /De • Services-equipment rental & leasing, nec • New York
THIS WARRANT HOLDERS AGREEMENT, dated as of July 22, 2007 (this “Agreement”), is made by and among RAM Holdings, Inc., a Delaware corporation (“Parent”), RAM Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), the several holders of warrants for Common Stock of the Company that are parties hereto (each, a “Holder” and, collectively, the “Holders”), and, solely for the purposes of Section 2.1, Section 2.3(a), Section 2.7 and Article III hereof, United Rentals, Inc., a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • July 24th, 2007 • United Rentals Inc /De • Services-equipment rental & leasing, nec • Delaware
This VOTING AGREEMENT, dated as of July 22, 2007 (this “Agreement”), is made by and among RAM Holdings, Inc., a Delaware corporation (“Parent”), RAM Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), United Rentals, Inc., a Delaware corporation (the “Company”) solely for purposes of Sections 4.2, 4.3, 5.1(b) and Article VI, and each of the entities set forth on Schedule A hereto (each a “Stockholder” and collectively the “Stockholders”).
