THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Williams Scotsman International, Inc. (WLSC)

3/31/2005 10K Information

Stockholders’ Agreement

Cypress Merchant Banking Partners, L.P., Cypress Offshore Partners, L.P., Scotsman Partners, L.P. (collectively the “Investor Group”), the management stockholders and Holdings are parties to a Management Stockholders’ and Optionholders’ Agreement dated as of September 14, 1998 (the “Stockholders’ Agreement”), which contains certain rights and restrictions with respect to the transfer of each management stockholder’s shares of Common Stock. The Stockholders’ Agreement prohibits the transfer of any shares of Common Stock by management stockholders (other than sales required in connection with the disposition of all shares of Common Stock owned by the Investor Group and its affiliates) until the earlier of twelve months after an initial public offering (“IPO”) of the equity of Holdings for designated officers (and sixty days after an initial public offering for non-designated officers) or the day after the Investor Group and its affiliates have disposed of more than 33-1/3% of the shares of Common Stock originally acquired by the Investor Group, and thereafter, the aggregate number of shares which may be transferred by each Management Stockholder in any calendar year (other than certain required sales) may not exceed 25% of the number of shares acquired pursuant to the Subscription Agreement between Holdings and such management stockholder plus the number of any shares acquired pursuant to the exercise of stock purchase options. In addition, the Stockholders’ Agreement restricts the transfer of shares of Common Stock by each management stockholder for a period of five years from the date of purchase of such shares, except certain permitted transfers and transfers pursuant to an effective registration statement or in accordance with Rule 144 under the Securities Act. Upon the expiration of such five-year period, subject to the foregoing restrictions, each management stockholder may transfer his shares after giving to the Investor Group and Holdings, a right of first refusal to purchase such shares.

Each management stockholder has the right (and in limited circumstances the obligation) to sell his shares in connection with certain dispositions of shares by the Investor Group and the right to cause his shares to be included in certain registrations of Common Stock on behalf of the Investor Group. In addition, upon termination of any management stockholder’s employment, Holdings may elect to require such management stockholder to sell to Holdings all of his shares.

Investor Stockholders Agreement

On May 22, 1997, Holdings, certain partnerships affiliated with The Cypress Group, L.L.C. (the “Cypress Stockholders”) and Scotsman Partners, L.P. (together with the Cypress Stockholders and, including their permitted transferees, the “Investor Stockholders”) and the Odyssey Investor Group, BT Investment Partners, Inc. and certain other stockholders (together with their permitted transferees and the Investor Stockholders, the “Stockholders”) entered into an investor stockholders agreement, which was subsequently amended on September 1, 1998 (the “Investor Stockholders Agreement”).

Under the terms of the Investor Stockholders Agreement, unless otherwise agreed to by the Investor Stockholders, the board of directors of Holdings (the “Holdings Board of Directors”) will consist of nine directors: three persons nominated by the Cypress Stockholders, three persons nominated by Scotsman Partners, one person nominated by Odyssey Investment Group, the Chairman of the Holdings Board of Directors and the President of Holdings, respectively. Each of Cypress Stockholders, Scotsman Partners and Odyssey Investment Group is entitled to remove and replace any or all of their respective designees on the Holdings Board of Directors and each is entitled to remove the director or directors who are the Chairman of the Holdings Board of Directors and the President of Holdings in accordance with the provisions of the Investor Stockholders Agreement. If the Holdings Common Stock held by either the Cypress Stockholders or Scotsman Partners is reduced to an amount less than 20% of the outstanding Holdings Common Stock, but 5% or more of the outstanding Holdings Common Stock, the Cypress Stockholders or Scotsman Partners, as the case may be, will be entitled to designate only one director. Each of the Cypress Stockholders or Scotsman Partners will lose the right to designate any directors when the Cypress Stockholders or Scotsman Partners, as the case may be, no longer holds at least 5% of the outstanding Holdings Common Stock. From and after the date that Odyssey Investment Group owns less than 5% of the outstanding Holdings Common Stock, it will no longer be entitled to designate any director for election or removal. If any of Cypress Stockholders, Scotsman Partners and Odyssey Investment Group is entitled to designate a lesser number of directors pursuant to the Investor Stockholders Agreement, then they will vote their shares to cause the number of the entire Holdings Board of Directors to be reduced by the number of directors they are no longer entitled to designate.

Under the Investor Stockholders Agreement, until such time as either the Cypress Stockholders or the Scotsman Partners is no longer entitled to designate three directors, without the approval of a majority of the directors designated by each of the Cypress Stockholders and Scotsman Partners, respectively, Holdings will not take certain actions (including mergers, consolidations, sales of all or substantially all assets, electing or removing the Chairman or President of Holdings, issuing securities, incurring certain indebtedness, making certain acquisitions, approving operating and capital budgets and other major transactions).

Under the Investor Stockholders Agreement, prior to the consummation of an initial public offering of Holdings Common Stock, each Stockholder will have the right to acquire shares of Holdings Common Stock in connection with certain new issuances of Holdings Common Stock, on the same terms and conditions, for the amount necessary to allow the participating Stockholder to maintain its percentage holding of the outstanding Holdings Common Stock.

The Investor Stockholders Agreement contains provisions limiting the ability of Stockholders to transfer their shares in certain circumstances. Among other provisions, the Investor Stockholders Agreement includes (i) rights of first offer in favor of the Investor Stockholders with respect to proposed transfers of shares to a third party and (ii) tag-along rights in favor of each Stockholder pursuant to which a selling Stockholder would be required to permit the other Stockholders to participate on a proportional basis in a transfer of shares to a third party. Also, if one or more Stockholders holding at least 60% of the outstanding Holdings Common Stock determine to sell shares to a third party, in certain circumstances such Stockholders have the right to require the other Stockholders to sell their shares to such third party.

Under the Investor Stockholders Agreement, the Stockholders have the right to require the Company to register their shares of Holdings Common Stock under the Securities Act in certain circumstances, including upon a demand of certain of the Stockholders.

The Investor Stockholders Agreement (other than the registration rights provisions) will terminate (unless earlier terminated as specified in the Investor Stockholders Agreement) upon the earlier of (i) May 22, 2007 and (ii) completion of an IPO.

Certain Employment Arrangements

Mr. John T. Moore, Jr., is employed as Manager of Field Reporting for the Company and is the son-in-law of the Company’s President and Chief Executive Officer. For 2004, Mr. Moore received salary and bonus totaling $80,573 and other employment benefits, including 401(k) contributions by the Company. His salary and benefits were consistent with those provided to other employees of the Company holding comparable positions.

Steven B. Gruber has been designated to serve on our Board of Directors by Scotsman Partners, L.P., which owns approximately 41% of our outstanding common stock. Mr. Gruber is a Managing Partner of Oak Hill Capital Management, Inc., which is the investment advisor to Oak Hill Capital Partners, L.P. and Oak Hill Capital Management Partners, L.P. (collectively, the”Oak Hill Partnerships”). Scotsman Partners, L.P. and the Oak Hill Partnerships are related parties. Mr . Gruber also is the Chairman of the Board of Exl Service Holdings, Inc. (“EXL”), which is majority-owned by the Oak Hill Partnerships. EXL provides consulting assistance to us in connection with our Sarbanes- Oxley compliance program. In 2004, we paid EXL $26,000 in fees and expense reimbursements. Except for Mr. Gruber’s relationship with EXL, no member of the Committee has any interlocking or insider relationship with the Company which is required to be reported under the applicable rules and regulations of the Securities and Exchange Commission.