AGREEMENT AND PLAN OF MERGER BY AND AMONG RISTRETTO GROUP S.A.R.L., RISTRETTO ACQUISITION CORP., RISTRETTO HOLDINGS SCA, as Guarantor, AND WILLIAMS SCOTSMAN INTERNATIONAL, INC. July 18, 2007Agreement and Plan of Merger • July 19th, 2007 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of this 18th day of July, 2007 by and among Williams Scotsman International, Inc., a Delaware corporation (the “Company”), Ristretto Group S.a.r.l., a Luxembourg company (“Parent”), Ristretto Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Ristretto Holdings SCA, a Luxembourg company, as guarantor solely for the purpose and to the extent set forth in Section 9.14 (the “Guarantor”).
VOTING AGREEMENTVoting Agreement • July 19th, 2007 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • Delaware
This Voting Agreement (“Agreement”) is made and entered into as of July 18, 2007, by and among Ristretto Group S.a r.l., a Luxembourg company (the “Parent”), and the undersigned stockholders (each, a “Stockholder” and collectively, the “Stockholders”) in Williams Scotsman International, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 6 hereof and certain other capitalized terms used in this Agreement that are not defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).
