CAI INTERNATIONAL, INC. Shares of Common Stock FORM OF PURCHASE AGREEMENTCAI International, Inc. • July 23rd, 2008 • Services-equipment rental & leasing, nec • New York
CAI International, Inc., a Delaware corporation (the “Company”) and the stockholders of the Company listed in Schedule I hereto (the “Selling Stockholder”) severally propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of shares ( the “Firm Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company and outstanding shares of Common Stock to be sold by the Selling Stockholder. The Company and the Selling Stockholder have also granted to the several Underwriters an option to purchase up to and additional shares of Common Stock, respectively, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
