REGISTRATION RIGHTS AGREEMENT

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “ Agreement ”) is dated as of June 3, 2005, by and among Neff Corp., a Delaware corporation (the “ Company ”), and each of the Guarantors (as defined herein) (the Company and the Guarantors are referred to collectively herein as the “ Issuers ”), on the one hand, and the purchasers listed on the signature pages hereto (together with their successors and assigns, the “ Purchasers ”) on the other hand.

This Agreement is entered into in connection with the Purchase Agreement, dated as of June 3, 2005, by and among the Issuers and the Purchasers (the “ Purchase Agreement ”), relating to the offering of $80,000,000 aggregate principal amount of the Company’s 13% Senior Subordinated Notes due 2013 (including the guarantees thereof by the Guarantors, the “ Notes ”). The execution and delivery of this Agreement is a condition to the Purchasers’ obligation to purchase the Notes under the Purchase Agreement.

The parties hereby agree as follows:

1.             Definitions . As used in this Agreement, the following capitalized terms shall have the following meanings:

Demand Registration : See Section 3(a) hereof.

Disadvantageous Condition : See Section 5(a) hereof.

Exchange Act : The Securities Exchange Act of 1934, as amended.

Exchange Notes : See Section 4 hereof.

Guarantors : Neff Rental, Inc. and each other Person who executes and delivers a counterpart of this Agreement hereafter pursuant to Section 9(e) hereof.

Indemnified Parties : See Section 7(a) hereof.

Indenture : The Indenture, dated as of June 3, 2005, by and among the Issuers and Wells Fargo Bank, National Association, as trustee, pursuant to which the Notes are being issued, as amended or supplemented from time to time in accordance with the terms thereof.

Issuers : See the introductory paragraph hereto.

NASD : National Association of Securities Dealers, Inc.

Notes : See the second introductory paragraph hereto.

Person : An individual partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

Prospectus : The prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus.

Registrable Securities : All Notes; provided that a Note ceases to be a Registrable Security when it is no longer a Transfer Restricted Security.

Rule 144 : Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter adopted by the SEC providing for offers and sales of securities made in compliance therewith resulting in offers and sales by subsequent holders that are not affiliates of an issuer of such securities being free of the registration and prospectus delivery requirements of the Securities Act.

Registered Exchange Offer : See Section 4 hereof.

Registration Expenses : See Section 6 hereof.

Registration Statement : Any registration statement of the Issuers which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

SEC : The Securities and Exchange Commission.

Securities Act : The Securities Act of 1933, as amended.

Transfer Restricted Security : Registrable Securities upon original issuance thereof; provided that a Registrable Security is no longer a Transfer Restricted Security when such Registrable Security is (x) sold to the public, (y) can be resold pursuant to Rule 144(k) or (z) exchanged for an Exchange Note (unless such Exchange Note may not be sold without restriction under state and federal securities laws).

Trigger Date : The earliest of (x) the date that is six months following the consummation by the Company of an initial public offering of its common stock under the Securities

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Act, (y) the date that a Registered Exchange Offer is consummated and (z) the date that is three years following the date hereof.

Underwritten Registration or Underwritten Offering : A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

2.             Securities Subject to this Agreement .

(a)           Registrable Securities . The securities entitled to the benefits of this Agreement are the Registrable Securities.

(b)           Holders of Registrable Securities . A Person is deemed to be a holder of Registrable Securities whenever such Person owns Registrable Securities of record or has provided evidence reasonably satisfactory to the Company that such Person has the right to acquire such Registrable Securities, whether or not such acquisition has actually been effected and disregarding any legal restrictions upon the exercise of such right.

3.             Demand Registration .

(a)           At any time after the Trigger Date, the holder or holders of outstanding Registrable Securities may make a written request to the Company for registration under the Securities Act (“ Demand Registration ”) of all or part of its or their Registrable Securities but not less than $15.0 million of the aggregate amount of the Registrable Securities held by such requesting holders; provided that the Issuers shall not be obligated to effect more than four Demand Registrations in respect of the Registrable Securities. Such request will specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Within 10 business days after receipt of such request, the Issuers will give written notice of such registration request to all other holders of Registrable Securities and include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein from the holders thereof within 15 business days after receipt by the applicable holder of the Company’s notice. Each such request will also specify the aggregate number of Registrable Securities to be registered and the intended method of disposition thereof.

(b)           A registration will not count as a Demand Registration until the registration statement relating thereto has become effective under the Securities Act and has remained effective for a period of at least 180 days (or such shorter period in which all Registrable Securities of the holder included in such registration have actually been sold thereunder). No securities other than Registrable Securities shall be registered without the consent of holders of a majority of the Registrable Securities requesting registration. For the avoidance of doubt, in the event that the Company registers any class of debt or preferred stock prior to the completion of an offering pursuant to a Demand Registration then such Demand

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Registration will not count as a Demand Registration if such Demand Registration is withdrawn at the request of the holders of Registrable Securities that requested such Demand Registration.

(c)           If any Demand Registration is in the form of an Underwritten Offering, the holders of a majority of the aggregate number of the outstanding Registrable Securities shall designate the underwriter or a group of underwriters to be utilized in connection with the public offering of such Registrable Securities, which selection shall be reasonably acceptable to the Company.

4.             Exchange Offer . If the Company files a registration statement under the Securities Act with respect to an exchange offer by the Company of any debt securities for its own account or for the account of any of its security holders (a “ Registered Exchange Offer ”), then the Company shall include all outstanding Registrable Securities in such Registered Exchange Offer, whereby all Registrable Securities shall be exchanged for a like principal amount of notes (including guarantees with respect thereto) (“ Exchange Notes ”) that are identical in all material respects to the Notes (except that the Exchange Notes shall bear no restrictive legend thereon).

5.             Registration Procedures . In connection with the Issuers’ Demand Registration obligations set forth in Section 3 hereof, the Issuers will use their reasonable best efforts to effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Issuers will, as expeditiously as possible:

(a)           prepare and file with the SEC, within 45 days of the receipt of such request (90 days if the Company is not at the time subject to the reporting requirements of the Exchange Act), a Registration Statement or Registration Statements relating to the Demand Registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution thereof and shall include all financial statements (including, if applicable, financial statements of any Person that shall have guaranteed any indebtedness of the Issuers) required by the SEC to be filed therewith, cooperate and assist in any filings required to be made with the NASD, and use their reasonable best efforts to cause such Registration Statement to become effective; provided, that before filing a Registration Statement or any amendments or supplements thereto, the Issuers will furnish to the holders of the Registrable Securities covered by such Registration Statement, copies of all such documents proposed to be filed, which documents will be subject to the review by such holders, and the Issuers will not, except to the extent required by applicable law, file any Registration Statement or any amendments or supplements thereto to which the holders of a majority in aggregate principal amount of such Registrable Securities shall reasonably object; and provided further that the

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Issuers may postpone the filing or the effectiveness of a Registration Statement relating to the Registrable Securities or delivery of a supplement or amendment thereto no more than twice in any twelve-month period if, in the Issuers’ reasonable good faith judgment, it would be significantly disadvantageous to the Issuers to file or deliver such Registration Statement or supplement or amendment (because in the Issuers’ reasonable good faith judgment (x) the sale of Registrable Securities covered by the Registration Statement or the disclosure of information in any such supplement or amendment would materially interfere with any pending or anticipated acquisition, financing or transaction involving the Issuers or their material subsidiaries or (y) the public disclosure of material information, which the Issuers have a bona fide business purpose for preserving as confidential, at the time would be materially prejudicial to the Issuers) (any condition described in clauses (x) or (y), a “ Disadvantageous Condition ”). The Issuers shall be entitled, except as provided below, to postpone filing, effectiveness or delivery of any such Registration Statement, amendment or supplement until the earlier of as soon as is reasonably practicable after the date such Disadvantageous Condition no longer exists or a period of 30 days has expired.

(b)           prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(c)           notify the selling holders of Registrable Securities promptly, and (if requested by any such Person) confirm such advice in writing, (i) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (iii) of the issuance by the SEC of any stop order of which any Issuer or its counsel is aware suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (iv) if at any time the representations and warranties of the Issuers contemplated by clause (o) below cease to be true and correct, (v) of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (vi) of the Company’s becoming aware that the Prospectus (including any document incorporated therein by reference), as then in effect, includes an untrue statement of material fact or omits to state a material fact required to

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be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(d)           make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible moment;

(e)           if reasonably requested by a holder of Registrable Securities being sold in connection with an Underwritten Offering, promptly incorporate in a Prospectus such information as the holders of a majority in aggregate principal amount of the Registrable Securities being sold agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, including, without limitation, information with respect to the principal amount of Registrable Securities being sold, the purchase price being paid therefor and any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be sold in such offering; and make all required filings of such Prospectus as promptly as practicable upon being notified of the matters to be incorporated in such Prospectus;

(f)            if requested, furnish to each selling holder of Registrable Securities without charge, at least one copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(g)           deliver to each selling holder of Registrable Securities without charge, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Persons may reasonably request; subject to the last sentence of this Section 5, the Issuers’ consent to the use of the Prospectus by each of the selling holders of Registrable Securities, in connection with the offering and sale of the Registrable Securities covered by the Prospectus;

(h)           prior to any public offering of Registrable Securities, use its commercially reasonable efforts to register or qualify or cooperate with the selling holders of Registrable Securities and their counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as any such seller reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities; provided, that no Issuer will be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject;

(i)            cooperate with the selling holders of Registrable Securities to facilitate, to the extent commercially reasonable under the circumstances, with respect to the timely preparation and delivery of certificates representing such Registrable Securities to be sold and

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not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as such selling holders may request at least two business days prior to any sale of such Registrable Securities;

(j)            [reserved];

(k)           upon the occurrence of any event contemplated by clause (c)(vi) above, prepare a supplement or post-effective amendment to the related Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the holders of the Registrable Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in the light of the circumstances then existing;

(l)            use commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange on which similar securities issued by the Issuers are then listed if such listing is permitted under the rules of such exchange and if requested by the holders of a majority in aggregate principal amount of such Registrable Securities;

(m)          if no other debt or debt securities of the Company is then rated by a nationally recognized rating agency at such time, cause the Registrable Securities covered by a Registration Statement to be rated with such rating agencies as the holders of a majority in aggregate principal amount of such Registrable Securities may designate;

(n)           not later than the effective date of the Demand Registration, provide a CUSIP number for all Registrable Securities and provide the transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company;

(o)           enter into such customary agreements (including an underwriting agreement in customary form) and take all such other appropriate and reasonable actions in connection therewith in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration (i) make such representations and warranties to the holders of such Registrable Securities in form, substance and scope as are customarily made by issuers to underwriters in primary Underwritten Offerings and covering matters including, but not limited to, those set forth in t