0000950150-02-000262 Sample Contracts

BY AND AMONG
Share Purchase Agreement • March 25th, 2002 • Mobile Services Group Inc • New York
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WITNESSETH
Shareholder Agreement • March 25th, 2002 • Mobile Services Group Inc

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").

AMENDMENT NO. 1
Shareholders Agreement • March 25th, 2002 • Mobile Services Group Inc
EXHIBIT 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 25th, 2002 • Mobile Services Group Inc • New York
R E C I T A L S
Indemnification & Liability • March 25th, 2002 • Mobile Services Group Inc • New York
RECITALS
Amendment to Agreement • March 25th, 2002 • Mobile Services Group Inc
R E C I T A L S
Agreement • March 25th, 2002 • Mobile Services Group Inc • California
EXHIBIT 4.8 Form of 12% Subordinated Note Due 2010 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NO SALE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THIS NOTE (OTHER THAN TO THE ISSUER...
Subordinated Note Agreement • March 25th, 2002 • Mobile Services Group Inc

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NO SALE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THIS NOTE (OTHER THAN TO THE ISSUER THEREOF) MAY BE MADE UNLESS EITHER (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS NOTE IS SUBJECT TO PROVISIONS IN THE AMENDED AND RESTATED SUBORDINATED NOTE AGREEMENT DATED AS OF NOVEMBER 13, 2001 FOR THE SUBORDINATION OF THIS NOTE TO SENIOR DEBT OF THE COMPANY, UPON ALL THE TERMS AND CONDITIONS THEREIN SPECIFIED.

EXHIBIT 4.1 SHAREHOLDERS AGREEMENT
Shareholders Agreement • March 25th, 2002 • Mobile Services Group Inc • New York
EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 13, 2001
Credit Agreement • March 25th, 2002 • Mobile Services Group Inc
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