Management Stockholders’ and Optionholders’ Agreement Sample Contracts

ARTICLE I
Management Stockholders' and Optionholders' Agreement • March 31st, 1999 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • Delaware
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Amendment No. 1 to Management Stockholders’ and Optionholders’ Agreement
Management Stockholders’ and Optionholders’ Agreement • October 25th, 2005 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • Delaware

This Amendment No. 1 (this “Amendment”) to the Management Stockholders’ and Optionholders’ Agreement (the “Agreement”), is made as of September 23, 2005, among Williams Scotsman International, Inc. (f/k/a Scotsman Holdings, Inc.), a Delaware corporation (the “Company”), Cypress Merchant Banking Partners L.P., a Delaware limited partnership (“Cypress Onshore”), Cypress Offshore Partners L.P., a Cayman Islands limited partnership (“Cypress Offshore”), Scotsman Partners, L.P., a Texas limited partnership (“Scotsman Partners” and, together with Cypress Onshore and Cypress Offshore, the “Investor Group”), and the parties listed on the signature page hereto holding at least 51% of the aggregate Shares held by all Management Stockholders (each of the Company, the Investor Group, and the Management Stockholders as listed on the signature page hereto being a “Party” and, collectively, the “Parties”). All capitalized terms used but not defined herein shall have the meanings ascribed to such term

Amendment No. 1 to Management Stockholders’ and Optionholders’ Agreement
Management Stockholders’ and Optionholders’ Agreement • July 8th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • Delaware

This Amendment No. 1 (this “Amendment”) to the Management Stockholders’ and Optionholders’ Agreement (the “Agreement”), is made as of July , 2005, among Williams Scotsman International, Inc. (f/k/a Scotsman Holdings, Inc.), a Delaware corporation (the “Company”), Cypress Merchant Banking Partners L.P., a Delaware limited partnership (“Cypress Onshore”), Cypress Offshore Partners L.P., a Cayman Islands limited partnership (“Cypress Offshore”), Scotsman Partners, L.P., a Texas limited partnership (“Scotsman Partners” and, together with Cypress Onshore and Cypress Offshore, the “Investor Group”), and the parties listed on the signature page hereto holding at least 51% of the aggregate Shares held by all Management Stockholders (each of the Company, the Investor Group, and the Management Stockholders as listed on the signature page hereto being a “Party” and, collectively, the “Parties”). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in th

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