Exhibit 10.49


 


THE SECURITIES OFFERED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE
BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.  THE SECURITIES
PURCHASED HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE UNDER A
STOCKHOLDERS AGREEMENT AND A REGISTRATION RIGHTS AGREEMENT, AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER
APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION
REQUIREMENTS THEREUNDER AND UNDER SUCH AGREEMENTS.


 


STOCK SUBSCRIPTION AGREEMENT


 


This Stock
Subscription Agreement (this “Agreement”) is made as of May 19,
2009, between Hertz Global Holdings, Inc., a Delaware corporation (the “Company”),
and the undersigned investor (the “Subscriber”).


 


RECITALS


 


The Company desires to engage in a public offering
for the issuance and sale of shares of common stock, par value $0.01 per share,
of the Company (the “Common Stock”), having an aggregate offering price
of up to $299 million exclusive of any overallotment option (the “Public
Offering”).  Concurrently with the
Public Offering, the Company desires to engage in a private offering of shares
of Common Stock to the Subscriber and certain other parties, subject to the
representations, warranties, covenants and conditions set forth herein (the “Private
Offering”).


 


The Company, Subscriber and certain other parties
have entered into an Amended and Restated Stockholders Agreement, dated as of November 20,
2006 (as the same may be amended from time to time in accordance with its
terms, the “Stockholders Agreement”), setting forth certain agreements
with respect to, among other things, the management of the Company and
transfers of their respective shares in various circumstances.  The Company, Subscriber and certain other
parties have also entered into a Registration Rights Agreement, dated as of December 21,
2005, as amended by Amendment No. 1 thereto, dated as of November 20,
2006 (as the same may be further amended from time to time in accordance with
its terms and the Stockholders Agreement, the “Registration Rights Agreement”) setting
forth certain agreements with respect to, among other things, the registration,
under the Securities and Exchange Act of 1934 (the “Exchange Act”), of
any shares of Common Stock held by the Subscriber that constitute Registrable
Securities, as such term is defined in the Registration Rights Agreement.


 


In
connection with the Private Offering, the Subscriber desires to purchase, and
the Company desire to sell to the Subscriber, shares of Common Stock, subject
to and in accordance with this Agreement.


 


In consideration of the foregoing, and the representations,
warranties, covenants and conditions set forth below, the parties hereto,
intending to be legally bound, hereby agree as follows:


 

















 


1.          Sale and Purchase of Common Stock


 


1.1.          Subject to the conditions hereof, the Company hereby agrees
to issue and sell to Subscriber, and Subscriber hereby agrees to subscribe for
and purchase from the Company, for investment, on the Closing Date (as defined
below), the number of shares of Common Stock set forth next to Subscriber’s
name on Schedule I hereto (the “Shares”) at a purchase price
equal to the price per share to the public in the Public Offering, less the
underwriting discounts and commission payable to the underwriters in the Public
Offering (the “Purchase Price”).


 


1.2.          Subject to the satisfaction of the
conditions set forth in Sections 5.1 and 5.2 hereof, the closing of the sale
and purchase of the Common Stock provided for in Section 1.1 hereof (the “Closing”)
shall take place at 10:00 a.m. (local time) at the offices of Debevoise &
Plimpton LLP, 919 Third Avenue, New York, New York, on such date as may be
agreed upon by the Company and the Subscriber that is within three business
days after the satisfaction of the conditions set forth in Section 5.1 and
5.2 hereof, or on such other time and date as may be agreed by the Company and
the Subscriber.  The date on which the
Closing is held is referred to in this Agreement as the “Closing Date”.


 


1.3.          On the Closing Date, against payment
by Subscriber of the Purchase Price by wire transfer of immediately available
federal funds, the Company shall direct Computershare Investor Services, as
transfer agent and registrar of its Common Stock, to issue, register and
deliver to the Subscriber the number of shares of Common Stock set forth next
to the Subscriber’s name on Schedule I hereto, and electronically credit
such shares of Common Stock to the accounts designated by the Subscriber at the
time of the sale of such shares.


 


1.4.          The Company hereby agrees that any shares of Common Stock to be purchased
by the Subscriber under this Agreement shall constitute Registrable Securities,
as such term is defined in the Registration Rights Agreement.


 


2.          [RESERVED]


 


3.          Representations and
Warranties of the Company.  The
Company represents and warrants to Subscriber that:


 


3.1.          The Shares, when issued hereunder and
upon delivery of the consideration therefor, will be duly authorized, validly
issued, fully paid and non-assessable, free and clear of restrictions on
transfer, other than those set forth in the Stockholders Agreement, the
Registration Rights Agreement and applicable federal and state securities laws.


 


3.2.          The Company and its subsidiaries,
taken together as a whole, have not sustained since December 31, 2008 any
material loss or material interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as set
forth or contemplated in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2008 (the “10-K”), its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2009 (the “10-Q”), and the Current
Reports on Form 8-K (or portions thereof) set forth on Schedule II
hereto (the “8-Ks,” and, together with the 10-K and the 10-Q, the “Exchange
Act Reports”) and, since May 1, 2009, there has not been any change in
the capital stock or long term debt of the 


 


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Company and its
subsidiaries, taken together as a whole, or any material adverse change, or any
development involving a prospective material adverse change, in or affecting
the general affairs, management, financial position, stockholders’ equity or
results of operations of the Company and its subsidiaries, taken as a whole,
otherwise than as set forth or contemplated in the Exchange Act Reports.


 


3.3.          The Company and its subsidiaries
collectively have good title in fee simple to, or have valid rights to lease or
otherwise use, all items of real property, and title to all personal property,
which are material to the business of the Company and its subsidiaries, taken
as a whole (collectively, the “Business”), free and clear of all liens,
encumbrances, claims and title defects (collectively, “Liens”) that would
reasonably be expected to have a material adverse effect on the financial
position, stockholders’ equity or results of operations of the Company and its
subsidiaries, taken as a whole (a “Material Adverse Effect”), other than
Liens securing or otherwise permitted by the Senior Credit Facilities, the U.S.
Fleet Debt, the Fleet Financing Facility, the International Fleet Debt
Facilities, the Brazilian Fleet Financing Facility, the Belgian Fleet Financing
Facility, the U.K. Leveraged Financing, the International ABS Fleet Financing
Facility, the Canadian Fleet Financing Facility and the Other International
Facility (in each case, as defined or used in the Exchange Act Reports), and
except as do not materially interfere with the use of such properties.


 


3.4.          The Company has been duly incorporated
and is validly existing in good standing under the laws of the State of
Delaware, with power and authority to own its properties and conduct its
business as described in the Exchange Act Reports, and has been duly qualified
as a foreign corporation for the transaction of business and is in good
standing (if applicable) under the laws of each other jurisdiction in which it
owns or leases properties or conducts any business so as to require such
qualification; except where the failure to be so incorporated, or to be so
qualified or have such corporate power or authority would not reasonably be
expected to have a Material Adverse Effect.


 


3.5.          All of the issued shares of capital
stock of the Company have been duly and validly authorized and issued and are
fully paid and non-assessable and will conform in all material respects to the
description of the Stock set forth in the Company’s Registration Statement on Form 8-A
as filed under the Exchange Act on November 8, 2006 (the “8-A”);
all of the issued shares of capital stock of each of the Company’s subsidiaries
listed on Schedule III (such subsidiaries, the “Designated
Subsidiaries”) that is a corporation have been duly and validly authorized
and issued, are fully paid and non-assessable and, to the extent that a
subsidiary is a partnership or a limited liability company, all of the issued
equity interests of each such subsidiary of the Company have been duly and
validly authorized and issued and, in each case, are owned directly or
indirectly by the Company, free and clear of all liens, encumbrances, equities
or claims.


 


3.6.          The Shares to be issued and sold to
the Subscriber have been duly and validly authorized and, when issued and
delivered against payment therefor as provided herein, will be duly and validly
issued and fully paid and non assessable and will conform in all material
respects to the description of the Common Stock set forth in the 8-A.


 


3

















 


3.7.          The issue and sale of the Shares to be
sold by the Company and the compliance by the Company with this Agreement and
the consummation of the transactions herein contemplated will not (i) conflict
with or result in a breach or violation of any of the terms or provisions of,
or constitute a default under any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any of the
Designated Subsidiaries is a party or by which the Company or any of the
Designated Subsidiaries is bound or to which any of the property or assets of
the Company or any of the Designated Subsidiaries is subject, (ii) violate
any provision of the certificate of incorporation or by laws of the Company or
the Designated Subsidiaries or (iii) violate any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Company or any of the Designated Subsidiaries or any of their properties;
except, in the case of clauses (i) and (iii), as would not reasonably be
expected to have a Material Adverse Effect, in the case of each such clause,
after giving effect to any consents, approvals, authorizations, orders,
registrations, qualifications, waivers and amendments as will have been
obtained or made as of the date of this Agreement; and no consent, approval,
authorization, order, registration or qualification of or with any such court
or governmental agency or body is required for the execution, delivery and
performance by the Company of its obligations under this Agreement, including
the issue and sale of the Shares to be sold by the Company, or the consummation
by the Company of the transactions contemplated by this Agreement, except (a) 
such consents, approvals, authorizations, registrations or qualifications as may
be required under foreign, state, securities or “blue sky” laws or FINRA, in
connection with the issue and sale of the Shares by the Company, and (b) where
the failure to obtain or make any such consent, approval, authorization, order,
registration or qualification would not reasonably be expected to have a
Material Adverse Effect.


 


3.8.          Neither the Company nor any of the
Designated Subsidiaries is (i) in violation of its certificate of
incorporation or by-laws or (ii) in default in the performance or observance
of any obligation, covenant or condition contained in any indenture, mortgage,
deed of trust, loan agreement, lease or other agreement or instrument to which
it is a party or by which it or any of its properties may be bound, except in
the case of clause (ii) for any violation or default that would not
reasonably be expected to have a Material Adverse Effect.


 


3.9.          Other than as set forth in the
Exchange Act Reports, there are no legal or governmental proceedings pending to
which the Company or any of its subsidiaries is a party or of which any
property of the Company or any of its subsidiaries is the subject which would,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect; and, to the knowledge of the Company, no such proceedings are
threatened by governmental authorities or by others.


 


3.10.        The Company is not, and after giving
effect to the offering and sale of the Shares and the application of the
proceeds thereof will not be, an “investment company,” as such term is defined
in the Investment Company Act of 1940, as amended.


 


3.11.        PricewaterhouseCoopers LLP, who has
audited certain consolidated financial statements of the Company and its
subsidiaries, and have audited the Company’s internal control over financial
reporting and management’s assessment thereof are independent public 


 


4

















 


accountants as required by
the Securities Act and the rules and regulations of the Securities and
Exchange Commission (the “SEC”) thereunder.


 


3.12.        The Company maintains a system of
internal accounting controls sufficient to provide reasonable assurance that
transactions are executed in accordance with management’s general or specific
authorizations; transactions are recorded as necessary to permit preparation of
financial statements in conformity with generally accepted accounting
principles and to maintain asset accountability; access to assets is permitted
only in accordance with management’s general or specific authorization; and the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.


 


3.13.        Since December 31, 2008, to the
knowledge of the Company, there has been no change in the Company’s internal
control over financial reporting that has materially adversely affected, or
would reasonably be expected to materially adversely affect, the Company’s
internal control over financial reporting.


 


3.14.        The Company maintains disclosure
controls and procedures (as such term is defined in Rule 13a-15(e) under the
Exchange Act) that comply with the requirements of the Exchange Act; such
disclosure controls and procedures have been designed to ensure that material
information relating to the Company and its subsidiaries is made known to the
Company’s principal executive officer and principal financial officer by others
within those entities; and such disclosure controls and procedures are
effective.


 


3.15.        Except as disclosed in the Exchange Act
Reports, there is no claim pending or, to the knowledge of the Company,
threatened under any Environmental Law (as defined below) against the Company
or its subsidiaries that would reasonably be expected to have a Material
Adverse Effect.  The term “Environmental
Law” means any federal, local or foreign law, regulation, ordinance, order,
judgment decree, permit or rule (including rule of common law) now in
effect governing pollution, or actual or alleged exposure to, hazardous or
toxic materials, substances or wastes, including but not limited to, asbestos
or asbestos-containing materials.


 


3.16.        There is no strike or labor dispute,
slowdown or work stoppage with the employees of the Company or any of its
subsidiaries which is pending or, to the knowledge of the Company, threatened,
except as would not reasonably be expected to have a Material Adverse Effect.


 


3.17.        The Company and its subsidiaries
collectively carry insurance (including self-insurance, if any) in such amounts
and covering such risks as in the Company’s reasonable determination is
adequate for the conduct of the business and the value of its properties,
except where the failure to carry such insurance would not reasonably be
expected to have a Material Adverse Effect.


 


3.18.        The Company and its subsidiaries
collectively own, or have the legal right to use, all United States patents,
patent applications, trademarks, trademark applications, trade names,
copyrights, technology, know-how and processes necessary for them to conduct
the business as currently conducted (the “Intellectual Property”),
except for those disclosed in the Exchange Act 


 


5

















 


Reports or the failure to
own or have such legal right to use would not be reasonably expected to have a
Material Adverse Effect.  Except as
disclosed in the Exchange Act Reports, no claim has been asserted and is
pending by any person challenging or questioning the use of any such
Intellectual Property or the validity or effectiveness of any such Intellectual
Property, nor does the Company know of any such claim, and, to the knowledge of
the Company, the use of such Intellectual Property by the Company and its
subsidiaries does not infringe on the rights of any person, except for such
claims and infringements which in the aggregate, would not be reasonably
expected to have a Material Adverse Effect.


 


3.19.        The Company has filed or caused to be
filed all United States federal income tax returns and all other material tax
returns which are required to be filed and has paid (a) all taxes shown to
be due and payable on such returns and (b) all taxes shown to be due and
payable on any assessments of which it has received notice made against it or
any of its property and all other taxes, fees or other charges imposed on it or
any of its property by any governmental authority (other than any (i) taxes,
fees or other charges with respect to which the failure to pay, in the
aggregate, would not reasonably be expected to have a Material Adverse Effect
or (ii) taxes, fees or other charges the amount or validity of which are
currently being contested in good faith by appropriate proceedings diligently
conducted and with respect to which reserves in conformity with GAAP have been
provided on the books of the Company). 
No tax lien has been filed, and no claim is being asserted, with respect
to any such tax, fee or other charge.


 


3.20.        The Company has not taken, directly or
indirectly, any action designed to or that could reasonably be expected to
cause or result in any stabilization or manipulation of the price of the Common
Stock listed on the New York Stock Exchange.


 


4.          Representations and
Warranties of Subscriber. 
Subscriber hereby represents and warrants that:


 


4.1.          Subscriber has full legal capacity,
power and authority necessary to execute and deliver the Agreement, and had, as
of their respective dates of execution and delivery by Subscriber, full legal
capacity, power and authority necessary to execute and deliver the Stockholders
Agreement and the Registration Rights Agreement, and has the corporate power
and authority necessary to perform its obligations under the Agreements.  This Agreement, the Stockholders Agreement,
and the Registration Rights Agreement have been duly executed and delivered by
Subscriber.  Each of this Agreement, the
Stockholders Agreement and the Registration Rights Agreement constitutes, the
legal, valid and binding obligation of Subscriber enforceable against
Subscriber in accordance with its terms.


 


4.2.          Subscriber has been advised that the
Shares have not been registered under the Securities Act or any state
securities or “blue sky” laws and, therefore, cannot be resold unless it is
registered under the Securities Act and applicable state securities laws or
unless an exemption from such registration requirements is available.  Subscriber is aware that the Company is not
under any obligation to effect any such registration with respect to the Shares
(except solely to the extent, if any, provided in the Registration Rights
Agreement) or to file for or comply with any exemption from registration.


 


6

















 


4.3.          Subscriber understands that, in
addition to the restrictions on transfer imposed by the Securities Act and any
applicable state securities laws, the Stockholders Agreement and the
Registration Rights Agreement contain provisions that further restrict transfer
of the Shares.


 


4.4.          Subscriber understands that the
purchase of the Shares involves a high degree of risk.


 


4.5.          Subscriber is acquiring the Shares to
be acquired by Subscriber hereunder for Subscriber’s own account and not with a
view to, or for resale in connection with, the distribution thereof in
violation of the Securities Act.


 


4.6.          Subscriber has, either alone or
together with the assistance of a “purchaser representative” (as such term is
defined in Regulation D under the Securities Act), such knowledge and
experience in financial and business matters that Subscriber is capable of
evaluating the merits and risks of such investment, is able to incur a complete
loss of such investment and is able to bear the economic risk of such
investment for an indefinite period of time.


 


4.7.          Subscriber has carefully considered
the potential risks relating to the Company and the purchase of the Shares.  Subscriber is familiar with the business and
financial condition, properties, operations and prospects of the Company and
has had access, during the course of the transactions contemplated hereby and
prior to its purchase of the Shares, to such information as it has deemed
material to its investment decision and has had the opportunity to ask
questions of, and receive answers from, the Company concerning the terms and
conditions of the investment and to obtain additional information (to the
extent Company possessed such information or could acquire it without
unreasonable effort or expense) necessary to verify the accuracy of any
information furnished to Subscriber or to which Subscriber has had access.  Subscriber has made, either alone or together
with its advisors, such independent investigation of the Company as Subscriber
deems to be, or its advisors deem to be, necessary or advisable in connection
with this investment.  Subscriber
understands that no federal or state agency has passed upon this investment or
upon the Company, nor has any such agency made any finding or determination as
to the fairness of this investment.


 


4.8.          Subscriber is an “accredited investor”
as that term is defined in Regulation D under the Securities Act.


 


4.9.          The Company shall not have any
liability of any kind in respect of any brokerage or finders’ fees, agents’
commissions or other similar payment to any broker, finder, agent or like party
retained by or on behalf of the Subscriber.


 


5.          Conditions to Sale and
Purchase of the Common Stock.


 


5.1.          The Company’s obligation to issue and
sell the Shares on the Closing Date immediately prior to the Closing shall be
subject to the satisfaction of the following conditions:


 


(a)        all representations and
warranties of Subscriber contained in this Agreement shall be true and correct
in all material respects as of the Closing Date, and consummation of the
subscription contemplated hereby shall constitute a reaffirmation by Subscriber
that all 


 


7

















 


representations
and warranties of Subscriber contained in this Agreement are true and correct
in all material respects as of the Closing Date;


 


(b)        the Subscriber and the
other parties purchasing Shares in the Private Offering, as listed in Schedule
I hereto, representing the holders of a majority of the outstanding Common
Stock of the Company, shall have delivered written consent to the Company (the
“Consent”), in lieu of a special meeting of shareholders, approving the
Private Offering;


 


(c)        the Public Offering shall
have been completed;


 


(d)        no supranational,
national, provincial, federal, state, local or other government, regulatory or
administrative authority, or any court, tribunal, or judicial or arbitral body
(a “Governmental Authority”) shall have enacted, issued, promulgated,
enforced or entered any injunction, order, decree or ruling (whether temporary,
preliminary or permanent) which is then in effect and has the effect of making
consummation of the subscriptions contemplated hereby illegal or otherwise
preventing or prohibiting consummation of the subscription contemplated hereby;
and


 


(e)        all material consents,
approvals and authorizations legally required to be obtained to consummate the
subscription contemplated hereby shall have been obtained from all Governmental
Authorities.


 


5.2.          Subscriber’s obligation to purchase
and pay for the Common Stock on the Closing Date immediately prior to the
Closing shall be subject to the satisfaction of the following conditions:


 


(a)        that all representations
and warranties of the Company contained in this Agreement shall be true and
correct in all material respects as of the Closing Date, and consummation of
the subscription contemplated hereby shall constitute a reaffirmation by the
Company that all the representations and warranties of the Company contained in
this Agreement are true and correct in all material respects as of the Closing
Date;


 


(b)        the Public Offering shall
have been completed;


 


(c)        the Company shall have
filed with the SEC, pursuant to Rule 14c-5(a) of the Exchange Act, a
preliminary information statement (the “Preliminary Information Statement”)
providing notice of the Consent to the Private Offering to the holders of the
Company’s Common Stock entitled to vote at an annual or special meeting;


 


(d)        the Company shall have
filed with the SEC, pursuant to Rule 14c-5(b) of the Exchange Act, a
definitive information statement (the “Definitive Information Statement”)
providing notice of the Consent to the Private Offering to the holders of the
Company’s Common Stock entitled to vote at an annual or special meeting;


 


(e)        The Definitive
Information Statement shall have been transmitted to all of the holders of the
Company’s Common Stock entitled to vote at an annual or special meeting, at least
20 calendar days prior to the Closing Date, pursuant to Rule 14c-2 of the
Exchange Act;


 


8

















 


(f)         no Governmental
Authority shall have enacted, issued, promulgated, enforced or entered any
injunction, order, decree or ruling (whether temporary, preliminary or
permanent) which is then in effect and has the effect of making consummation of
the subscriptions contemplated hereby illegal or otherwise preventing or
prohibiting consummation of the subscriptions contemplated hereby; and


 


(g)        all material consents,
approvals and authorizations legally required to be obtained to consummate the
subscription contemplated hereby shall have been obtained from all Governmental
Authorities.


 


6.          Indemnities.


 


6.1.          Subscriber hereby agrees to indemnify
and hold harmless the Company and its shareholders (other than Subscriber),
their respective affiliates, and the directors and officers of the foregoing
and their successors and permitted assignees (other than those of Subscriber
and its affiliates), from and against all losses, damages, liabilities and
expenses (including without limitation reasonable attorneys fees and charges)
resulting from any breach of any representation, warranty or agreement of such
indemnifying party in this Agreement or any misrepresentation by such
indemnifying party in this Agreement.  If
and to the extent that the foregoing undertaking may be unavailable or
unenforceable for any reason, the indemnifying party hereby agrees to make the
maximum contribution to the payment and satisfaction of each of such losses,
damages, liabilities and expenses which is permissible under applicable law.


 


6.2.          The Company hereby agrees to indemnify
and hold harmless the Subscriber and its shareholders, their respective affiliates,
and the directors and officers of the foregoing and their successors and
permitted assignees, from and against all losses, damages, liabilities and
expenses (including without limitation reasonable attorneys fees and charges)
resulting from any breach of any representation, warranty or agreement of such
indemnifying party in this Agreement or any misrepresentation by such
indemnifying party in this Agreement.  If
and to the extent that the foregoing undertaking may be unavailable or
unenforceable for any reason, the indemnifying party hereby agrees to make the
maximum contribution to the payment and satisfaction of each of such losses,
damages, liabilities and expenses which is permissible under applicable law.


 


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7.          Legends.


 


7.1.          The
Subscriber agrees and acknowledges that the shares of Common Stock purchased
under this Agreement shall constitute “restricted securities,” as defined by
the Securities Act, shall be subject to transfer restrictions and shall have their
restricted status noted on the books of Company’s transfer agent.


 


7.2.          All
certificates representing the shares of Common Stock purchased under this
Agreement shall bear a legend substantially in the following form:


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO A STOCKHOLDERS AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF THE COMPANY).  NO TRANSFER,
SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND (A) PURSUANT TO A
REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.  THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE
OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH
STOCKHOLDERS AGREEMENT.”


 


8.          Miscellaneous.


 


8.1.          Entire Agreement.  This Agreement, together with the
schedules hereto and the agreements contemplated herein, constitute the entire
agreement and supersedes all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter hereof.


 


8.2.          Amendment.


 


(a)        This Agreement may be amended only by an
instrument in writing signed by the Company (upon Unanimous Investor Approval)
and Subscriber.  Any provision of this
Agreement may be waived if, but only if, such waiver is in writing and is
signed by each party (upon Unanimous Investor Approval, in the case of the
Company) against whom the waiver is to be effective.


 


(b)        No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law.


 


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8.3.          Successors; Assignment.  This Agreement shall bind and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.  Prior to the Closing,
Subscriber may not assign any of Subscriber’s rights hereunder and, after the
Closing, Subscriber may not assign any of Subscriber’s rights hereunder except
in connection with a transfer of the Shares in compliance with the terms and
conditions of the Stockholders Agreement and the Registration Rights Agreement.


 


8.4.          Survival.  All covenants, agreements, representations
and warranties made herein shall survive the execution and delivery hereof and
transfer of the Shares.


 


8.5.          Expenses. Each of the parties
hereto agrees to pay the expenses incurred by it in connection with the
negotiation, preparation, execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby and thereby, including
without limitation, fees and expenses of counsel to each party.


 


8.6.          Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original but all of which
shall together constitute one and the same instrument.  A facsimile signature shall be considered due
execution and shall be binding upon the signatory thereto with the same force
and effect as if the signature were an original.


 


8.7.          Notices. 
Notices, requests, demands, waivers and other communications required or
permitted to be given under this Agreement shall be in writing and shall be
deemed to have been duly given if (a) delivered personally, (b) mailed,
certified or registered mail with postage prepaid, (c) sent by
reputable overnight courier or (d) sent by fax (provided a confirmation
copy is sent by one of the other methods set forth above), as follows (or to such
other address as the party entitled to notice shall hereafter designate in
accordance with the terms hereof):If to the Company, to it at:


 


Hertz Global
Holdings, Inc.

c/o The Hertz Corporation

225 Brae Boulevard

Park Ridge, New Jersey  07656

Attention: General Counsel

Fax: (201) 594-3122


 


If to the Subscriber, to it
at the address set forth on Schedule I.


 


9.          Governing Law.


 


9.1.          Governing Law.  This Agreement will be governed by and construed in
accordance with the laws of the State of New York (regardless of the laws that
might otherwise govern under applicable principles or rules of conflicts
of law to the extent such principles or rules are not mandatorily
applicable by statute and would require the application of the laws of another
jurisdiction).


 


9.2.          Consent to Jurisdiction.  Each party irrevocably submits to the
exclusive jurisdiction of (a) the Supreme Court of the State of New
York, New York County, and (b) the United States District Court for
the Southern District of New York, for the purposes of any suit, action or 


 


11

















 


other proceeding arising out
of this Agreement or any transaction contemplated hereby (and agrees not to
commence any such suit, action or other proceeding except in such courts).  Each party further agrees that service of any
process, summons, notice or document by U.S. registered mail to such party’s
respective address set forth or referred to in Section 8.7 shall be
effective service of process for any such suit, action or other
proceeding.  Each party irrevocably and
unconditionally waives any objection to the laying of venue of any such suit,
action or other proceeding in (i) the Supreme Court of the State of
New York, New York County, and (ii) the United States District
Court for the Southern District of New York, that any such suit, action or
other proceeding brought in any such court has been brought in an inconvenient
forum.


 


9.3.          Waiver of Jury Trial.  Each party hereby waives, to the fullest
extent permitted by Applicable Law, any right it may have to a trial by jury in
respect of any suit, action or other proceeding arising out of this Agreement
or any transaction contemplated hereby. 
Each party (a) certifies and acknowledges that no
representative, agent or attorney of any other party has represented, expressly
or otherwise, that such other party would not, in the event of litigation, seek
to enforce the foregoing waiver, and (b) acknowledges that it
understands and has considered the implications of this wavier and makes this
wavier voluntarily, and that it and the other parties have been induced to
enter into this Agreement by, among other things, the mutual waivers and
certifications in this Section 9.3.


 


9.4.          Reliance.  Each of the parties hereto acknowledges that
it has been informed by each other party that the provisions of Section 9.3
constitute a material inducement upon which such party is relying and will rely
in entering into this Agreement and the transactions contemplated hereby.


 


12

















 


IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement by their authorized representatives as of the date
first above written.


 


	
   

  	
  HERTZ GLOBAL HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Elyse Douglass

  
	
   

  	
   

  	
  Name:

  	
  Elyse Douglass

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CARLYLE PARTNERS IV, L.P.

  
	
   

  	
  By:

  	
  TC Group IV, L.P., its general partner 

  
	
   

  	
   

  	
  By:

  	
  TC Group, IV, L.L.C., its general partner

  
	
   

  	
   

  	
   

  	
  By:

  	
  TC Group, L.L.C., its
  sole member

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  TCG Holdings, L.L.C.,
  its

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel A. D’Aniello

  
	
   

  	
   

  	
  Name:

  	
  Daniel A. D’Aniello

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
								



 

















 


SCHEDULE
I


 


	
  Subscriber

  	
   

  	
  Notice Address

  	
   

  	
  Shares of

  Common Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Clayton, Dubilier & Rice Fund VII, L.P.

  	
   

  	
  Clayton, Dubilier & Rice Fund VII, L.P.

  c/o M&C Corporate Services Limited

  P.O. Box 309GT

  Ugland House

  South Church Street

  George Town, Grand Cayman

  Cayman Islands, British West Indies

  Facsimile: (345) 949-8080

  	
   

  	
  19,921,396

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to (which shall not
  constitute notice):

  Clayton, Dubilier & Rice, Inc.

  375 Park Avenue

  18th Floor

  New York, New York 10152

  Attention: Mr. David H. Wasserman

  Facsimile: (212) 893-7061  

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to (which shall not
  constitute notice):

  Debevoise & Plimpton LLP

  919 Third Avenue

  New York, New York 10022

  Attention: Franci J. Blassberg, Esq.

  Facsimile: (212) 909-6836

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CD&R Parallel Fund VII, L.P.

  	
   

  	
  CD&R Parallel Fund VII, L.P.

  c/o M&C Corporate Services Limited

  P.O. Box 309GT

  Ugland House

  South Church Street

  George Town, Grand Cayman

  Cayman Islands, British West Indies

  Facsimile: (345) 949-8080

  	
   

  	
  141,843

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to (which shall not
  constitute notice):

  Clayton, Dubilier & Rice, Inc.

  375 Park Avenue

  18th Floor

  New York, New York 10152

  Attention: Mr. David H. Wasserman

  Facsimile: (212) 893-7061  

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to (which shall not
  constitute notice):

  Debevoise & Plimpton LLP

  919 Third Avenue

  New York, New York 10022

  Attention: Franci J. Blassberg, Esq.

  Facsimile: (212) 909-6836

  	
   

  	
   

  



 

















 


	
  Subscriber

  	
   

  	
  Notice Address

  	
   

  	
  Shares of

  Common Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Carlyle Partners IV, L.P.

  	
   

  	
  Carlyle Partners IV, L.P.

  c/o The Carlyle Group

  1001 Pennsylvania Avenue, NW

  Suite 220 South

  Washington DC 20004-2505

  Attention: Mr. Gregory S. Ledford

  Facsimile: (202) 347-1818  

  	
   

  	
  11,570,644

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to (which shall not
  constitute notice):

  Latham & Watkins LLP

  555 Eleventh Street, NW

  Suite 1000

  Washington, DC
  20004-1304

  Attention: Daniel T.
  Lennon, Esq. &  David S.
  Dantzic, Esq.

  Facsimile: (202) 637-2201

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CP IV Coinvestment, L.P.

  	
   

  	
  CP IV Coinvestment, L.P.

  c/o The Carlyle Group

  1001 Pennsylvania Avenue, NW

  Suite 220

  South  Washington DC 20004-2505

  Attention: Mr. Gregory S. Ledford

  Facsimile: (202) 347-1818  

  	
   

  	
  467,299

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to (which shall not
  constitute notice):

  Latham & Watkins LLP

  555 Eleventh Street, NW

  Suite 1000

  Washington, DC 20004-1304

  Attention Daniel T. Lennon, Esq. David S. Dantzic, Esq.

  Facsimile: (202)
  637-2201

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  N/A

  	
   

  	
  32,101,182

  



 

















 


SCHEDULE
II


 


	
  1.

  	
   

  	
  Current Report of the Company on Form 8-K
  filed on March 4, 2009

  
	
  2.

  	
   

  	
  Current Report of the Company on Form 8-K
  filed on April 6, 2009

  
	
  3.

  	
   

  	
  Current Report of the Company on Form 8-K
  filed on April 14, 2009

  
	
  4.

  	
   

  	
  That portion of the Current Report of the Company
  on Form 8-K filed on January 20, 2009 that appears under the
  caption Item 2.05

  



 

















 


SCHEDULE
III


 


	
  1.

  	
   

  	
  Hertz Investors, Inc.

  
	
  2.

  	
   

  	
  The Hertz Corporation

  
	
  3.

  	
   

  	
  Hertz International, Inc.

  
	
  4.

  	
   

  	
  Hertz Equipment Rental Corporation

  
	
  5.

  	
   

  	
  Hertz System, Inc.