AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 28, 2024 BY AND AMONGWILLSCOT MOBILE MINI HOLDINGS CORP.,BRUNELLO MERGER SUB I, INC.,BRUNELLO MERGER SUB II, LLC,andMCGRATH RENTCORPMerger Agreement • May 2nd, 2024 • WillScot Mobile Mini Holdings Corp. • Services-miscellaneous equipment rental & leasing • Delaware
Page 1. CERTAIN DEFINITIONS; INTERPRETATION 7 1.1 Definitions. 7 1.2 Other Definitional and Interpretative Provisions. 23 2. THE INTEGRATED MERGERS; CLOSING 23 2.1 The Integrated Mergers. 23 2.2 Closing. 24 2.3 Effective Time of the Integrated Mergers. 24 2.4 Effects of the Integrated Mergers. 24 2.5 Surviving Company Governance. 24 2.6 Further Assurances. 25 3. MERGER CONSIDERATION; EFFECT OF THE INTEGRATED MERGERS ON CAPITAL STOCK 25 3.1 Conversion of Shares. 25 3.2 Proration; Election Procedures. 27 3.3 Treatment of Company Equity Awards. 29 3.4 Dissenting Shares. 31 3.5 Procedures for Surrender and Payment. 31 3.6 Certain Adjustments. 33 3.7 Fractional Shares. 33 3.8 Lost, Stolen or Destroyed Certificates. 33 3.9 Withholding Rights. 34 3.10 Transfers of Ownership. 34 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 34 4.1 Corporate Existence and Power. 34 4.2 Corporate Authorization. 35 4.3 Governmental Authorization. 35 4.4 Non-contravention. 36 4.5 Capitalization. 36 4.6 Subsidia
