EXHIBIT 4.4
SHAREHOLDER AGREEMENT JOINDER
This SHAREHOLDER AGREEMENT JOINDER, dated as of November 13, 2001
(this "Joinder"), is entered into between MOBILE STORAGE GROUP, INC., a
California corporation (the "Company"), and WINDWARD/MSG CO-INVEST II, LLC, a
Delaware limited liability company ("WCI II").
WITNESSETH
WHEREAS, reference is made to that certain Shareholders Agreement,
dated as of April 4, 2000, as amended pursuant to that certain Amendment No. 1
to Shareholders Agreement dated as of November 13, 2001 (as further amended,
restated, supplemented or otherwise modified from time to time, the
"Shareholders Agreement"; terms used herein and not otherwise defined have the
meanings assigned to them in the Shareholders Agreement), by and among certain
shareholders of the Company named therein (the "Existing Shareholders") and the
Company;
WHEREAS, in connection with that certain Stock and Unit Purchase
Agreement, dated as of November 13, 2001, among the Company, WCI II and the
other purchasers named therein, WCI II will acquire shares of the Company's
common stock;
WHEREAS, it is a condition precedent to the transfer of such shares
to WCI II that WCI II enter into this Joinder, whereby it will agree to be bound
(to the same extent as contemplated under the Shareholders Agreement with
respect to the Existing Shareholders) by the terms and conditions of the
Shareholders Agreement, and to be deemed a Shareholder and a member of the
Windward Group, with the same rights and obligations as a Shareholder and a
member of the Windward Group for all purposes thereunder;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
JOINDER
WCI II hereby agrees that, in accordance with Article X of the
Shareholders Agreement and upon its acquisition of the Company's common stock
shares, it is bound under and joins the Shareholders Agreement as if it were an
original party thereto, with all the rights and obligations thereunder as
applied to members of the Windward Group and Existing Shareholders.
The Company hereby acknowledges WCI II's agreement to be bound under
the Shareholders Agreement and that it is entitled to all rights and benefits
available to a member of the Windward Group or a Shareholder thereunder and that
WCI II shall be deemed to be, for all purposes under the Shareholders Agreement,
a "Shareholder" and a member of the "Windward Group". The Company further
acknowledges that, under Section 10.3 of the Shareholders Agreement, the
effectiveness of this Joinder is not dependent on obtaining the consent of any
of the Existing Shareholders.
IN WITNESS WHEREOF, the parties hereto have caused this Joinder to
be executed by their duly authorized representatives as of the date first
written above.
WINDWARD/MSG CO-INVEST II, LLC, a Delaware
limited liability company
By: WINDWARD CAPITAL XX XX, LLC, a
Delaware limited liability company,
its Manager
By: /s/ XXXXX XXXXX XXXXXXXXX
--------------------------------
Name: Xxxxx Xxxxx Xxxxxxxxx
Title: Managing Member
ACKNOWLEDGED AND AGREED:
MOBILE STORAGE GROUP, INC.
By: /s/ XXX X. XXXXXXX
--------------------------------
Name: Xxx X. Xxxxxxx
Title: President
