Common Contracts

AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 28, 2024 BY AND AMONG WILLSCOT MOBILE MINI HOLDINGS CORP., BRUNELLO MERGER SUB I, INC., BRUNELLO MERGER SUB II, LLC, and MCGRATH RENTCORP

Agreement and Plan of Merger • January 29th, 2024 • McGrath Rentcorp • Services-equipment rental & leasing, nec • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  January 29th, 2024
• Company
  McGrath Rentcorp
• Industry
  Services-equipment rental & leasing, nec
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 28, 2024, is by and among WillScot Mobile Mini Holdings Corp., a Delaware corporation (“Parent”), Brunello Merger Sub I, Inc., a California corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub I”), Brunello Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, “Merger Subs”), and McGrath RentCorp, a California corporation (the “Company” and together with Parent, Merger Sub I and Merger Sub II, the “Parties” and each a “Party”).

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 RENTCORP

Agreement and Plan of Merger • January 29th, 2024 • WillScot Mobile Mini Holdings Corp. • Services-miscellaneous equipment rental & leasing • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  January 29th, 2024
• Company
  WillScot Mobile Mini Holdings Corp.
• Industry
  Services-miscellaneous equipment rental & leasing
• Jurisdiction
  Delaware

Page 1. CERTAIN DEFINITIONS; INTERPRETATION 7 1.1 Definitions. 7 1.2 Other Definitional and Interpretative Provisions. 24 2. THE INTEGRATED MERGERS; CLOSING 25 2.1 The Integrated Mergers. 25 2.2 Closing. 25 2.3 Effective Time of the Integrated Mergers. 26 2.4 Effects of the Integrated Mergers. 26 2.5 Surviving Company Governance. 26 2.6 Further Assurances. 27 3. MERGER CONSIDERATION; EFFECT OF THE INTEGRATED MERGERS ON CAPITAL STOCK 27 3.1 Conversion of Shares. 27 3.2 Proration; Election Procedures. 29 3.3 Treatment of Company Equity Awards. 31 3.4 Dissenting Shares. 33 3.5 Procedures for Surrender and Payment. 34 3.6 Certain Adjustments. 36 3.7 Fractional Shares. 36 3.8 Lost, Stolen or Destroyed Certificates. 36 3.9 Withholding Rights. 37 3.10 Transfers of Ownership. 37 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 37 4.1 Corporate Existence and Power. 37 4.2 Corporate Authorization. 38 4.3 Governmental Authorization. 38 4.4 Non-contravention. 39 4.5 Capitalization. 39 4.6 Subsidia