0001193125-04-181853 Sample Contracts

BOARD COMPOSITION AGREEMENT
Board Composition Agreement • October 29th, 2004 • Home Products International Inc • Plastics products, nec • Delaware

THIS BOARD COMPOSITION AGREEMENT (this “Agreement”) is entered into as of October 28, 2004, by and among Storage Acquisition Company, L.L.C., a Delaware limited liability company (the “Company”), EGI-Fund (02-04) Investors, L.L.C., a Delaware limited liability company (“EGI”), Joseph Gantz (“Gantz”), Walnut Investment Partners, L.P., a Delaware limited partnership (“Walnut”), Triyar Storage Investment Company, LLC, a Delaware limited liability company (“Triyar”), and the other persons and entities set forth on Schedule A hereto (individually an “Investor” and collectively the “Investors”).

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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • October 29th, 2004 • Home Products International Inc • Plastics products, nec • Delaware

AMENDMENT NO. 1 TO RIGHTS AGREEMENT (“Amendment No. 1”), dated as of October 28, 2004, by and between Home Products International, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, f/k/a ChaseMellon Shareholder Services L.L.C., a New Jersey limited liability company (the “Rights Agent”), amending the Rights Agreement, dated as of May 21, 1997, between the Company and the Rights Agent (the “Rights Agreement”). Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the Rights Agreement.

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