AGREEMENT AND PLAN OF MERGER by and among UNITED RENTALS (NORTH AMERICA), INC. NEFF CORPORATION, AND UR MERGER SUB III CORPORATIONAgreement and Plan of Merger • August 17th, 2017 • United Rentals North America Inc • Services-equipment rental & leasing, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 16, 2017 (this “Agreement”), by and among United Rentals (North America), Inc., a Delaware corporation (“Parent”), Neff Corporation, a Delaware corporation (“Company”), and UR Merger Sub III Corporation, a Delaware corporation and 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 • August 17th, 2017 • United Rentals North America Inc • Services-equipment rental & leasing, nec • Delaware
This Exchange and Termination Agreement (this “Agreement”), is entered into as of August 16, 2017 (immediately following the occurrence of the H&E Termination (as defined below)), by and among United Rentals (North America), 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 UR Merger Sub III Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), as the Merge
SUPPORT AGREEMENTSupport Agreement • August 17th, 2017 • United Rentals North America Inc • Services-equipment rental & leasing, nec • Delaware
This Support Agreement (this “Agreement”) is entered into as of August 16, 2017 (immediately following the occurrence of the H&E Termination (as defined below)), by and among (a) United Rentals (North America), 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 UR Merger Sub III Corporation, 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 • August 17th, 2017 • United Rentals North America Inc • Services-equipment rental & leasing, nec • Delaware
This Exchange and Termination Agreement (this “Agreement”), is entered into as of August 16, 2017 (immediately following the occurrence of the H&E Termination (as defined below)), by and among United Rentals (North America), 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 UR Merger Sub III Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), as the Merger Agreement is in effect on the date hereof.
