0001193125-07-088229 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 24th, 2007 • CAI International, Inc. • Services-equipment rental & leasing, nec • Delaware

THIS AGREEMENT (the “Agreement”) is made and entered into as of , 200 between CAI International, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of September 29, 2006 by and among CONTAINER APPLICATIONS INTERNATIONAL, INC. (the “Borrower”) THE LENDERS LISTED ON SCHEDULE 1 HERETO and BANK OF AMERICA, N.A. as Administrative...
Assignment and Assumption • April 24th, 2007 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York

This AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT is made as of September 29, 2006, by and among CONTAINER APPLICATIONS INTERNATIONAL, INC. (the “Borrower”), a Nevada corporation having its principal place of business at One Embarcadero Center Suite 2101, San Francisco, California 94111, the lending institutions from time to time listed on Schedule 1 hereto (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent for itself and the other Lenders (in such capacity, the “Administrative Agent”), LASALLE BANK NATIONAL ASSOCIATION as syndication agent for itself and the other Lenders (in such capacity, the “Syndication Agent”), and UNION BANK OF CALIFORNIA, N.A. , as documentation agent for itself and the other Lenders (in such capacity, the “Documentation Agent”), with BANC OF AMERICA SECURITIES LLC acting as lead arranger and book manager.

STOCK PURCHASE AGREEMENT For the purchase of Common Stock Representing 14.95951868% of the Outstanding Stock of CAI INTERNATIONAL, INC. Between HIROMITSU OGAWA (as Seller) and DBJ VALUE UP FUND (as Purchaser) FEBRUARY 16, 2007
Stock Purchase Agreement • April 24th, 2007 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York

This Stock Purchase Agreement (this “Agreement”) is made as of February 16, 2007, by and among Hiromitsu Ogawa (“Seller”), DBJ Value Up Fund, a Japanese partnership (“DBJ”) and CAI International, Inc. a Delaware corporation (the “Company”). The Company was formerly known as “Container Applications International, Inc.”, and changed its name to “CAI International, Inc.” on February 2, 2007, at the time it reincorporated in the State of Delaware.

CAI INTERNATIONAL, INC. VOTING AGREEMENT February 16, 2007
Voting Agreement • April 24th, 2007 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York

This Voting Agreement (this “Agreement”) is made as of February 16, 2007, by and among Hiromitsu Ogawa (“Seller”), DBJ Value Up Fund, a Japanese partnership (“DBJ”) and CAI International Inc., a Delaware corporation (the “Company”). The Company was formerly known as “Container Applications International, Inc.,” and changed its name to “CAI International, Inc.” on February 2, 2007, at the time it reincorporated in the State of Delaware.

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