AGREEMENT AND PLAN OF MERGER by and among H&E EQUIPMENT SERVICES, INC. NEFF CORPORATION, AND YELLOW IRON MERGER CO.Merger Agreement • July 14th, 2017 • Neff Corp • Services-equipment rental & leasing, nec • New York
AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2017 (this “Agreement”), by and among H&E Equipment Services, Inc., a Delaware corporation (“Parent”), Neff Corporation, a Delaware corporation (“Company”), and Yellow Iron Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX below.
EXCHANGE AND TERMINATION AGREEMENTExchange and Termination Agreement • July 14th, 2017 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
This Exchange and Termination Agreement (this “Agreement”), is entered into as of July 14, 2017, by and among H&E Equipment Services, Inc., a Delaware corporation (“Parent”), Wayzata Opportunities Fund II, L.P. (“Opportunities Fund”), Wayzata Opportunities Fund Offshore II, L.P. (“Opportunities Fund Offshore” and, together with Opportunities Fund, the “Stockholders” and each individually, a “Stockholder”), Neff Corporation (“Company”), and Neff Holdings LLC (“Holdings”). The parties to this Agreement are referred to herein as the “Parties” or, each individually, a “Party.” Any capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Parent, Company, and Yellow Iron Merger Co., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), as the Merger Agreement is in effect on the date hereof.
SUPPORT AGREEMENTSupport Agreement • July 14th, 2017 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
This Support Agreement (this “Agreement”) is entered into as of July 14, 2017, by and among (a) H&E Equipment Services, Inc., a Delaware corporation (“Parent”), and (b)(i) Wayzata Opportunities Fund II, L.P. (“Opportunities Fund”) and (ii) Wayzata Opportunities Fund Offshore II, L.P. (“Opportunities Fund Offshore” and, together with Opportunities Fund, the “Stockholders” and each individually, a “Stockholder”). Defined terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Parent, Neff Corporation (the “Company”), and Yellow Iron Merger Co., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), as the Merger Agreement is in effect on the date hereof.
EXCHANGE AND TERMINATION AGREEMENTExchange and Termination Agreement • July 14th, 2017 • Neff Corp • Services-equipment rental & leasing, nec • Delaware
This Exchange and Termination Agreement (this “Agreement”), is entered into as of July 14, 2017, by and among H&E Equipment Services, Inc., a Delaware corporation (“Parent”), Neff Corporation (“Company”), Neff Holdings LLC (“Holdings”), the holders of LLC Options (the “LLC Optionholders”) and Mark Irion (the “Management Representative”). The parties to this Agreement are referred to herein as the “Parties” or, each individually, a “Party.” Any capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Parent, Company, and Yellow Iron Merger Co., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), as the Merger Agreement is in effect on the date hereof.
