FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT

THIS FIRST AMENDMENT, dated as of June 24, 2015 (this “Amendment”), amends that certain Asset Purchase Agreement, dated as of March 7, 2014 (the “Agreement”), by and among United Rentals (North America), Inc., a Delaware corporation (“URNA”) and wholly owned subsidiary of United Rentals, Inc., a Delaware corporation (“Parent”), and United Rentals of Canada, Inc., a corporation amalgamated under the laws of the Province of Ontario (“URC” and, together with URNA, “Buyers”) and wholly owned subsidiary of Parent, on the one hand, and LD Services, LLC, a Texas limited liability company (“LD Services”), National Pump & Compressor, Ltd., a Texas limited partnership (“National Pump”), Canadian Pump & Compressor Ltd., a corporation incorporated under the laws of the Province of Alberta (“Canadian Pump”, and together with LD Services and National Pump, the “Pump Entities”), and GulfCo Industrial Equipment, L.P., a Texas limited partnership (“GulfCo”, and together with the Pump Entities, “Sellers” or individually, a “Seller”), and the general partner and limited partners, members, shareholders or other equity holders of each Seller, as the case may be, identified in Exhibit A of the Agreement (collectively, “Owners”), on the other hand. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

WHEREAS, Buyers, Sellers and Owners have entered into the Agreement;

WHEREAS, Buyers, Sellers and Owners desire to amend the Agreement to reflect certain additional or modified terms specified herein;

WHEREAS, Section 10.3 of the Agreement provides that the Agreement may be amended by a written instrument signed by the parties to the Agreement; and

WHEREAS, Section 10.17 of the Agreement provides that Mr. Don S. Shaver, in his capacity as Seller Representative, is authorized to execute and deliver all amendments, waivers, certificates and documents that he deems necessary or appropriate in connection with the consummation of the transactions contemplated by the Agreement, including the resolution of the Earnout Payment, and that all Sellers and Owners shall be bound by, and each Buyer and Buyer Indemnitee shall be entitled to rely on, the execution and delivery of this Amendment by the Seller Representative.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

““Earnout Amount” has the meaning set forth in Section 2.12(b).”

“In consideration of the sale to Buyers of the Acquired Assets and the other transactions contemplated under this Agreement and the Related Agreements, and provided that all of the conditions precedent to the obligations of each Buyer and each Seller set forth in Article 7 of this Agreement have been satisfied or waived before or at the Closing as described in Article 7, Buyers will pay or cause to be paid to or on behalf of Sellers and/or Owners, as the case may be, an aggregate purchase price (the “Purchase Price”) of (1) the aggregate amount equal to the sum of $653,056,783.00 and CAN$96,757,500.00 in cash at the Closing, plus (2) an amount of shares of Restricted Stock (the “Restricted Stock Consideration”) equal to the sum of (A) the quotient of (x) $13,623,217.00, divided by (y) the closing price of the shares of common stock, par value $0.01 per share, of Parent, at the close of business of the New York Stock Exchange on the Business Day immediately prior to the Closing Date (the “Closing Price”), plus (B) the quotient of (x) CAN$1,062,500.00, divided by (y) the Closing Price, plus (3) the Earnout Payment in connection with Section 2.12, plus or minus (4) any adjustments in accordance with the terms of this Article 2.”

“(a)    Earnout Payment. As part of the Purchase Price, Buyers shall pay or cause to be paid to each of the Pump Entities the Earnout Amount pursuant to this Section 2.12 (such payment, the “Earnout Payment”) by wire transfer of immediately available funds to the account(s) designated by each respective Pump Entity to Buyers on the date the Earnout Payment is required to be paid. If a Pump Entity does not designate an account in accordance with this Section 2.12(a), such wire transfer shall be made to the account(s) designated for such Pump Entity on the Disbursement Schedule.

(b)    Earnout Amount. On or prior to June 30, 2015, Buyers shall pay or cause to be paid to the Pump Entities, in accordance with the provisions of Section 2.12(a), an aggregate amount equal to the Earnout Amount. The “Earnout Amount” means the sum of (i) $43,539,825.00, which shall be payable to National Pump, (ii) CAN$7,035,000.00, which shall be payable to Canadian Pump, and (iii) $1,925,175.00, which shall be payable to LD Services.”

“Expenses. Except (i) as provided in Section 2.10(c), Section 6.3(c) and Section 6.4(c), (ii) for (x) the Data Room Expenses that are evidenced by one or more invoices received by Buyers prior to the Closing Date and included in any adjustment to the Purchase Price pursuant to Section 2.8(c) and (y) any cost and expense related to obtaining certificates and/or other documents of title with respect to any Acquired Asset pursuant to Section 6.7(a)(ii), in each case, of which one-half (1/2) shall be borne by Buyers and one-half (1/2) shall be borne by Sellers, and (iii) as otherwise expressly provided in this Agreement, each party hereto will bear its respective costs and expenses incurred in connection with the preparation, execution and performance of this Agreement, the Related Agreements and the transactions contemplated herein or therein, including

without limitation all fees and expenses of agents, representatives, counsel and accountants.”

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the day and year first above written.

UNITED RENTALS (NORTH AMERICA), INC.

UNITED RENTALS OF CANADA, INC.

NATIONAL PUMP & COMPRESSOR, LTD.

CANADIAN PUMP & COMPRESSOR LTD.

GULFCO INDUSTRIAL EQUIPMENT, L.P.

LD SERVICES, LLC

and each Owner