0000899681-04-000657 Sample Contracts

NOTES REGISTRATION RIGHTS AGREEMENT INTERPOOL, INC.
Notes Registration Rights Agreement • September 15th, 2004 • Interpool Inc • Services-equipment rental & leasing, nec • New York

This Agreement is made pursuant to the Securities Purchase Agreement (as defined herein) by and among the Company and the Purchasers. In order to induce the Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement.

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INVESTOR RIGHTS AGREEMENT INTERPOOL, INC. Dated as of September 14, 2004
Investor Rights Agreement • September 15th, 2004 • Interpool Inc • Services-equipment rental & leasing, nec • New York

This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 14, 2004, by and among Interpool, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”), who have each independently agreed to purchase the Company’s Warrants issued pursuant to the Warrant Agreement (the “Warrant Agreement”), dated as of the date hereof, between the Company and U.S. Bank National Association, as warrant agent (the “Warrant Agent”). Each Warrant is exercisable for one fully paid and non-assessable share of the Company’s Common Stock (each, a “Warrant Share”).

INTERPOOL, INC. and WARRANT AGREEMENT Dated as of September 14, 2004 WARRANT AGREEMENT
Warrant Agreement • September 15th, 2004 • Interpool Inc • Services-equipment rental & leasing, nec • New York
INTERPOOL, INC. Issuer, and Trustee ____________________ INDENTURE Dated as of September 14, 2004 ____________________
Indenture • September 15th, 2004 • Interpool Inc • Services-equipment rental & leasing, nec • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 15th, 2004 • Interpool Inc • Services-equipment rental & leasing, nec • New York

This Securities Purchase Agreement (this "Agreement") is made and entered into as of September 14, 2004 among Interpool, Inc., a Delaware corporation (the "Company"), and the investors signatory hereto (each a "Purchaser" and collectively the "Purchasers").

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