HERTZ GLOBAL HOLDINGS, INC. 49,800,405 Shares Common Stock Underwriting AgreementUnderwriting Agreement • May 17th, 2013 • Clayton Dubilier & Rice Fund VII L P • Services-auto rental & leasing (no drivers) • New York
The stockholders of Hertz Global Holdings, Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to Goldman, Sachs & Co. and J.P. Morgan Securities LLC (each an “Underwriter” and together, the “Underwriters”) an aggregate of 49,800,405 shares of Common Stock, par value $0.01 per share (“Stock”), of the Company. The aggregate of 49,800,405 shares to be sold by the Selling Stockholders is herein called the “Shares.”
Joint Filing AgreementJoint Filing Agreement • May 17th, 2013 • Clayton Dubilier & Rice Fund VII L P • Services-auto rental & leasing (no drivers)
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Amendment No. 4 to the Statement on Schedule 13D, and any subsequent amendments thereto, to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
Reference is hereby made to (i) the Amended and Restated Stockholders Agreement, dated November 20, 2006, (the “Stockholders Agreement”), among Hertz Global Holdings, Inc. (the “Company”) and the stockholders of the Company listed on the signature...Clayton Dubilier & Rice Fund VII L P • May 17th, 2013 • Services-auto rental & leasing (no drivers)
This letter (which may be delivered to you in one or more counterparts, including by facsimile) confirms on behalf of the Stockholders that, from and after the date of the closing of the underwritten sale of shares of the Company to be effected by the Stockholders (the “Exit Transaction”) pursuant to the Underwriting Agreement, dated as of May 6, 2013, among the selling stockholders named in the signature pages thereto, Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as underwriters and the Company, the respective rights and obligations of the Stockholders and the Company under each of the Stockholders Agreement and the Registration Rights Agreement shall terminate and be of no further effect, other than Section 5 of the Registration Rights Agreement. For the avoidance of doubt, if the Exit Transaction does not close or is terminated in accordance with the provisions of the Underwriting Agreement referenced above, the provisions of the Stockholders Agreement and the Registration R
