NEFF HOLDINGS LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 26, 2014Limited Liability Company Agreement • December 2nd, 2014 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of November 26, 2014, is entered into by and among Neff Holdings LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 2nd, 2014 • Neff Corp • Services-equipment rental & leasing, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 26, 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”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 2nd, 2014 • Neff Corp • Services-equipment rental & leasing, nec • Florida
This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into on November 20, 2014, by and between Mark Irion, an individual (the “Executive”), and Neff Holdings LLC, a Delaware limited liability company, and any of its subsidiaries, parents (including upon the consummation of the Transactions (as hereinafter defined), Neff Corporation, a Delaware corporation (“Neff Corporation”)) and affiliates as may employ the Executive from time to time (collectively, and together with any successor thereto, the “Company”).
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 • December 2nd, 2014 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of November 26, 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.
