SETTLEMENT AGREEMENTSettlement Agreement • January 29th, 2008 • Rural/Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Delaware
THIS SETTLEMENT AGREEMENT (this “Agreement”), dated January 25, 2008, by and among Accipiter Life Sciences Fund, LP, a Delaware limited partnership, Accipiter Life Sciences Fund II, LP, a Delaware limited partnership, Accipiter Life Sciences Fund (Offshore), Ltd., a Cayman Islands company, Accipiter Life Sciences Fund II (Offshore), Ltd., a Cayman Islands company, Accipiter Life Sciences Fund II (QP), LP, a Delaware limited partnership, Accipiter Capital Management, LLC, a Delaware limited liability company, Candens Capital, LLC, a Delaware limited liability company, Gabe Hoffman (collectively, “Accipiter”), Eugene I. Davis, Earl P. Holland, (each of Mr. Davis and Mr. Holland, as well as any individuals appointed as their substitutes or successors pursuant to Section 3.3(a) of this Agreement, an “Accipiter Nominee” and together, the “Accipiter Nominees”) and Rural/Metro Corporation, a Delaware corporation (the “Company”).
