FIFTH AMENDMENT
TO INVESTOR RIGHTS AGREEMENT
FIFTH AMENDMENT dated as of January 30, 2006 to the INVESTOR RIGHTS
AGREEMENT dated as of September 14, 2004 by and among INTERPOOL,
INC., a Delaware corporation (the “Company”), and the
investors signatory hereto (each a “Holder” and,
collectively, the “Holders”).
W I T N
E S S E
T H :
WHEREAS, the Company, the Holders and certain other investors party
thereto (the Holders, together with such other investors, being
referred to collectively as the “Original Investors”)
entered into a Securities Purchase Agreement dated as of September
14, 2004 (the “Purchase Agreement”), pursuant to which
the Company issued to the Original Investors certain warrants to
purchase a total of 8,333,333 shares of the Company’s common
stock (the “Warrants”);
WHEREAS, the Company and the Original Investors entered into an
Investor Rights Agreement dated as of September 14, 2004 (the
“Original Investor Rights Agreement”), pursuant to
which the Company agreed to use its commercially reasonable efforts
to register the Warrants and the shares underlying the Warrants
under the Securities Act of 1933 for the benefit of the Original
Investors; and
WHEREAS, the Company and certain of the Original Investors entered
into an Amendment dated as of April 26, 2005 (the “First
Amendment”), a Second Amendment dated as of June 29, 2005
(the “Second Amendment”), a Third Amendment dated as of
October 27, 2005 (the “Third Amendment”) and a Fourth
Amendment dated as of October 28, 2005 (the “Fourth
Amendment”) to the Original Investor Rights Agreement,
pursuant to which the Company and such Original Investors agreed to
amend the Original Investor Rights Agreement (such agreement, as so
amended, being referred to as the “Investor Rights
Agreement”) as set forth therein;
WHEREAS, the Company and the Hol
