AGREEMENT AND PLAN OF MERGER Dated as of March 28, 2011 among WP ROCKET HOLDINGS LLC WP ROCKET MERGER SUB, INC. and RURAL/METRO CORPORATIONMerger Agreement • March 29th, 2011 • Rural/Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of March 28, 2011 (this “Agreement”), is by and among WP Rocket Holdings LLC, a Delaware limited liability company (“Parent”), WP Rocket Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Rural/Metro Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are used as defined in Section 8.12.
AMENDMENT NO. 4 TO RIGHTS AGREEMENTRights Agreement • March 29th, 2011 • Rural/Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans
AMENDMENT NO. 4 (the “Amendment”), dated as of March 28, 2011 (the “Amendment Effective Date”) to that certain Rights Agreement, dated as of August 24, 2005, as amended effective as of September 15, 2008, March 19, 2009 and December 22, 2009 (collectively, the “Agreement”), between Rural/Metro Corporation, a Delaware corporation (the “Company”) and Computershare Trust Company, N.A., as successor to Computershare Trust Company, Inc. (the “Rights Agent”). All capitalized terms used herein, but not otherwise defined in this Amendment shall have the meaning ascribed to them in the Agreement.
