] Shares NEFF CORPORATION CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2014 • Neff Corp • Services-equipment rental & leasing, nec • New York
The undersigned understands that Morgan Stanley & Co. LLC and Jefferies LLC, as representatives (the “Representatives”) of the several Underwriters (as defined below) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Neff Corporation, a Delaware corporation (the “Company”) and Neff Holdings LLC, a Delaware limited liability company (“Holdings”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the Class A common stock, $0.01 par value per share, of the Company (the “Common Stock”). Capitalized terms used but not defined herein shall have the meanings given to them in the Company’s registration statement on Form S-1 relating to the Shares (as such registration statement and the information contained therein may be amended or supplemented from time to time (including by way of free writing prospectus) on or prior to the time of execution
INDEMNITY AGREEMENTIndemnity Agreement • November 10th, 2014 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 201 by and between Neff Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
NEFF HOLDINGS LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [·], 2014Limited Liability Company Agreement • November 10th, 2014 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of [·], 2014, is entered into by and among Neff Holdings LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
TAX RECEIVABLE AGREEMENT by and among NEFF CORPORATION WAYZATA OPPORTUNITIES FUND II, L.P. WAYZATA OPPORTUNITIES FUND OFFSHORE II, L.P. the several LLC OPTION HOLDERS (as defined herein) MANAGEMENT REPRESENTATIVE (as defined herein) OTHER MEMBERS OF...Tax Receivable Agreement • November 10th, 2014 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [·], 2014, is hereby entered into by and among Neff Corporation, a Delaware corporation (the “Corporation”), Neff Holdings LLC, a Delaware limited liability company (“Neff Holdings”), each of the Members from time to time party hereto, the LLC Option Holders and the Management Representative. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.01.
EXECUTION VERSION #86469808v2 AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT This AMENDMENT NO. 1, dated as of October 14, 2014 (this “Amendment”), is entered into by and among Neff LLC, a Delaware limited liability company (“Parent”), Neff Holdings...Limited Liability Company Agreement • November 10th, 2014 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2014 • Neff Corp • Services-equipment rental & leasing, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [·], 2014 by and among Neff Corporation, a Delaware corporation (the “Corporation”), Wayzata Opportunities Fund II, L.P., a Delaware limited partnership (“Wayzata”), and Wayzata Opportunities Fund Offshore II, L.P., a Cayman Islands limited partnership (“Wayzata Offshore” and, together with Wayzata, the “Wayzata Funds”), and each other Person identified on the Schedule of Investors attached hereto as of the date hereof under the caption “LLC Option Holders” (such other Persons, collectively, the “LLC Option Holders”).
EXECUTION VERSION AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 2, dated as of October 14, 2014 (this “Amendment”), is entered into by and among Neff LLC, a Delaware limited liability company (“Parent Borrower”), Neff...Joinder Agreement • November 10th, 2014 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
