REGISTRATION RIGHTS AGREEMENT Dated as of August 1, 2006 by and among Mobile Services Group, Inc. and Mobile Storage Group, Inc. as Issuers, The Guarantors Named Herein and Lehman Brothers Inc. Goldman, Sachs & Co. and Wachovia Capital Markets, LLC as Initial Purchasers

Exhibit 4.3

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

Dated as of August 1, 2006

by and among

Mobile Services Group, Inc.
and
Mobile Storage Group, Inc.

as Issuers,

The Guarantors Named Herein

and

Lehman Brothers Inc.
Goldman, Sachs & Co.
and
Wachovia Capital Markets, LLC

as Initial Purchasers

                    This Registration Rights Agreement (this “ Agreement ”) is dated as of August 1, 2006 by and among Mobile Services Group, Inc., a Delaware corporation (the “ Company ”), Mobile Storage Group, Inc., a Delaware corporation (“ MSG ” and together with the Company, the “ Issuers ”), the subsidiaries listed on Schedule A attached hereto (the “ Guarantors ”) and Lehman Brothers Inc., Goldman, Sachs & Co. and Wachovia Capital Markets, LLC (each an “ Initial Purchaser ” and, collectively, the “ Initial Purchasers ”), each of whom has agreed to purchase the Issuers’ 9¾% Senior Notes due 2014 (the “ Notes ”) pursuant to the Purchase Agreement (as defined below).

                    This Agreement is made pursuant to the Purchase Agreement, dated July 20, 2006 (the “ Purchase Agreement ”), by and among the Issuers, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Notes, the Issuers and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7(m) of the Purchase Agreement.

                    Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Indenture, dated as of the date hereof (as amended or supplemented from time to time, the “ Indenture ”), among the Issuers, the Guarantors and Wells Fargo Bank, N.A., as Trustee (the “ Trustee ”), relating to the Notes and the Exchange Notes (as defined below).

                    The parties hereby agree as follows:

SECTION 1. DEFINITIONS

                    As used in this Agreement, the following capitalized terms shall have the following meanings:

                     Act : The U.S. Securities Act of 1933, as amended, or any successor statute and the rules and regulations promulgated by the Commission (as defined below) thereunder.

                    Affiliate : As defined in Rule 144 of the Act.

                    Broker-Dealer : Any broker or dealer registered under the Exchange Act.

                    Business Day : Any day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close. If the time to perform any action hereunder falls on a day that is not a Business Day, such time will be extended to the next Business Day and no additional interest shall accrue on such payment for the intervening period.

                    Certificated Securities : Definitive Notes, as defined in the Indenture.

                    Closing Date : The date of this Agreement.

                   Commission : The U.S. Securities and Exchange Commission.

                    Consummate : An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof and (c) the delivery by the Issuers to the Registrar (as defined in the Indenture) under the Indenture of Exchange

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Notes in the same aggregate principal amount as the aggregate principal amount of Notes validly tendered by Holders thereof pursuant to the Exchange Offer.

                    Consummation Deadline : As defined in Section 3(b) hereof.

                    Effectiveness Deadline : The Exchange Offer Effectiveness Deadline or the Shelf Effectiveness Deadline, as applicable.

                    Exchange Act : The U.S. Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the Commission thereunder.

                    Exchange Notes : The Issuers’ 9¾ Senior Notes due 2014, registered under the Act, and the related guarantees to be issued pursuant to the Indenture in the Exchange Offer.

                    Exchange Offer : The exchange and issuance by the Issuers of a principal amount of Exchange Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount of Notes that are validly tendered by such Holders in connection with such exchange and issuance.

                    Exchange Offer Effectiveness Deadline : As defined in Section 3(a) hereof.

                    Exchange Offer Filing Deadline : As defined in Section 3(a) hereof.

                    Exchange Offer Registration Statement : The Registration Statement relating to the Exchange Offer, including the related Prospectus.

                    Exempt Resales : The transactions in which the Initial Purchasers propose to sell the Notes to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Act, and certain persons who are not U.S. Persons (as defined in Regulation S) in offshore transactions pursuant to Regulation S under the Act.

                    Filing Deadline : The Exchange Offer Filing Deadline or the Shelf Filing Deadline, as applicable.

                    Free Writing Prospectus : Each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of any Issuer or used or referred to by any Issuer in connection with the sale of the Notes or the Exchange Notes.

                    Holders : As defined in Section 2 hereof.

                    Interest Payment Date : As defined in the Notes and the Exchange Notes.

                    Person : As defined in the Indenture.

                    Prospectus : The prospectus included in a Registration Statement, including any preliminary prospectus, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

                    Recommencement Date : As defined in Section 6(e) hereof.

                     Registration Default : As defined in Section 5 hereof.

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                    Registration Period : As defined in Section 3(c) hereof.

                    Registration Statement : Any registration statement of the Issuers and the Guarantors relating to (a) an offering of Exchange Notes and related Subsidiary Guarantees pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case (i) that is filed pursuant to the provisions of this Agreement and (ii) including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

                    Regulation S : Regulation S promulgated under the Act.

                    Rule 144 : Rule 144 promulgated under the Act.

                    Shelf Effectiveness Deadline : As defined in 4(a) hereof.

                    Shelf Filing Deadline : As defined in Section 4(a) hereof.

                    Shelf Registration Statement : As defined in Section 4(a) hereof.

                    Shelf Period : As defined in Section 4(a) hereof.

                    Subsidiary Guarantees : The guarantees of the Notes and Exchange Notes of the Guarantors under the Indenture, as amended from time to time.

                    Suspension Notice : As defined in Section 6(e) hereof.

                     TIA : The U.S. Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as amended, or any successor statute and the rules and regulations promulgated thereunder.

                    Transfer Restricted Securities : (a) Each Note, and the related Subsidiary Guarantees, until the earliest to occur of (i) the date on which such Note has been exchanged by a Person other than a Broker-Dealer for an Exchange Note in the Exchange Offer and is entitled to be resold to the public by such Person without complying with the prospectus delivery requirements of the Act, (ii) the date on which such Note has been effectively registered under the Act and disposed of in accordance with the Shelf Registration Statement, (iii) the date on which such Note is distributed to the public pursuant to Rule 144 under the Act, or (iv) the date on which such Note is eligible to be distributed to the public pursuant to Rule 144(k) under the Act, and (b) each Exchange Note and the related Subsidiary Guarantees acquired by a Broker-Dealer in the Exchange Offer of a Note for such Exchange Note, until the date on which such Exchange Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement.

SECTION 2. HOLDERS

                    A Person is deemed to be a holder of Transfer Restricted Securities (each, a “ Holder ” ) whenever such Person owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

                    (a) The Issuers and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission on or prior to 455 days after the Closing Date (such 455th day being the “ Exchange Offer Filing Deadline ”), (ii) use their commercially reasonable efforts to cause.

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such Exchange Offer Registration Statement to become effective on or prior to 547 days after the Closing Date (such 547th day being the “ Exchange Offer Effectiveness Deadline ” ) , (iii) in connection with the foregoing use their commercially reasonable efforts to, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer provided, however, that neither the Issuers nor the Guarantors shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already subject, and (iv) as promptly as practicable after the effectiveness of such Exchange Offer Registration Statement, unless the Exchange Offer shall not be permitted by applicable law or Commission policy, commence the Exchange Offer and use their commercially reasonable efforts to Consummate the Exchange Offer on or prior to 60 days, or longer, if required by federal securities laws after the date on which the Exchange Offer Registration Statement was declared effective by the Commission. The Exchange Offer shall be on the appropriate form permitting (I) registration of the Exchange Notes to be offered in exchange for the Transfer Restricted Securities and (II) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Notes that such Broker-Dealers acquired for their own account as a result of market-making activities or other trading activities (other than Notes acquired directly from any Issuer or any of their Affiliates) as contemplated by Section 3(c) below.

                    (b) Unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(A) have been complied with), the Issuers and the Guarantors shall use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided , however , that in no event shall such period be less than 20 Business Days. The Issuers and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Issuers and the Guarantors shall use their commercially reasonable efforts to cause the Exchange Offer to be Consummated within 60 days after the Exchange Offer Registration Statement has become effective, but in no event (unless required by federal securities laws) later than 607 days after the Closing Date (such 607th day being the “ Consummation Deadline ”).

                    (c) The Issuers and the Guarantors shall include a “Plan of Distribution” section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Issuers or any Affiliate of the Issuers), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker -Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993).

                    Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the

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Issuers and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Issuers and the Guarantors agree to use their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and 6(c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of one year from the date on which the Exchange Offer is Consummated or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto (the “ Registration Period ” ). The Issuers shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than one day after such request, at any time during such period.

SECTION 4. SHELF REGISTRATION

                    (a) Shelf Registration . If (i) the Issuers and the Guarantors are not required to file the Exchange Offer Registration Statement, (ii) the Exchange Offer is not permitted by applicable law or Commission policy (after the Issuers and the Guarantors have complied with the procedures set forth in Section 6(a)(A) hereof), (iii) the Commission shall notify the Issuers that it shall refuse to declare effective the Exchange Offer Registration Statement filed with the Commission or (iv) if any Holder of Transfer Restricted Securities shall notify the Issuers prior to the 20th Business Day following the Consummation of the Exchange Offer that (A) such Holder was prohibited by applicable law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Issuers or any Affiliate of the Issuers, then the Issuers and the Guarantors shall:

                    (I) use their commercially reasonable efforts to cause to be filed, on or prior to 30 days after the earlier of (x) the date on which the Issuers determine that the Exchange Offer Registration Statement is not required to be filed or cannot be filed as a result of clause (a)(i) or (a)(ii) of this Section 4(a) and (y) the date on which the Issuers receive the notice specified in clause (a)(iii) or (a)(iv)of this Section 4(a) (the 30th day after such earlier date (and in any event within 607 days after the Closing Date), the “ Shelf Filing Deadline ” ) , a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the “ Shelf Registration Statement ” )) , relating to all Transfer Restricted Securities of Holders that have provided information pursuant to Section 4(b) hereof; and

                    (II) use their commercially reasonable efforts to cause such Shelf Registration Statement to become effective on or prior to 60 days after the Filing Deadline for the Shelf Registration Statement (such 60th day the “ Shelf Effectiveness Deadline ” ) .

                    If, after the Issuers and the Guarantors have filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Issuers and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law or Commission policy (i.e. , clause (a)(ii) of this Section 4), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (I) above; provided that, in such event, the Issuers and the Guarantors shall remain obligated to meet the Effectiveness Deadline set forth in clause (II) above.

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                    To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Issuers and the Guarantors shall use their commercially reasonable efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and 6(c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(d)(i) hereof) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto (the “ Shelf Period ”).

                    (b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement . No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until (i) such Holder furnishes to the Issuers in writing, within 20 days after receipt of a written request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein, and (ii) in the case of an underwritten offering, such Holder completes and executes all questionnaires, powers of attorney, underwriting agreements, lock-up letters and other documents reasonably requested by the Issuers in connection with the terms of the underwritten offering. Furthermore, no Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Issuers in writing, within 10 Business Days after receipt of a request therefor, such Holder’s comments to the disclosure relating to such Holder in the Shelf Registration Statement. No Holder of Transfer Restricted Securities shall be entitled to additional interest pursuant to Section 5 hereof unless and until such Holder shall have provided all such information. By its acceptance of Transfer Restricted Securities, each Holder agrees to notify the Issuers promptly if any of the information previously furnished is misleading or inaccurate in any material respect and to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Issuers by such Holder not materially misleading.

SECTION 5. ADDITIONAL INTEREST

                    If (a) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (b) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (c) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (d) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the Registration Period or Shelf Period, as applicable, without being succeeded immediately by a post-effective amendment or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable (each such event referred to in clauses (a) through (d), a “ Registration Default ” ) , then the Issuers and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby additional interest in an amount equal to $.05 per week per $1,000 in principal amount of Transfer Restricted Securities held by such Holder for the first 90-day period immediately following the occurrence of such Registration Default. The amount of the additional interest shall increase by an additional $.05 per week per $ 1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of additional interest of $.20 per week per $1,000 in principal amount of Transfer Restricted Securities;

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provided that the Issuers and the Guarantors shall in no event be required to pay additional interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (i) upon Filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (a) above, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable the Shelf Registration Statement), in the case of clause (b) above, (iii) upon Consummation of the Exchange Offer, in the case of clause (c) above, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable, in the case of clause (d) above, the additional interest payable with respect to the Transfer Restricted Securities as a result of such clause (a), (b), (c) or (d), as applicable, shall cease on the date of such cure and the interest rate on such Transfer Restricted Securities will revert to the interest rate on such Transfer Restricted Securities prior to the applicable Registration Default.

                    All accrued additional interest shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes and the Exchange Notes. Notwithstanding the fact that any securities for which additional interest are due cease to be Transfer Restricted Securities, all obligations of the Issuers and the Guarantors to pay additional interest with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

                    A Holder of Notes or Exchange Notes who is not entitled to the benefits of a Shelf Registration Statement shall not be entitled to additional interest with respect to a Registration Default that pertains to such Shelf Registration Statement.

SECTION 6. REGISTRATION PROCEDURES

                    (a) Exchange Offer Registration Statement . In connection with the Exchange Offer, the Issuers and the Guarantors shall (i) comply with all applicable provisions of Section 6(c) below, (ii) use their respective commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Notes by any Broker-Dealer that tendered Notes in the Exchange Offer that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Notes acquired directly from any Issuer or any Affiliate of any Issuer) being sold in accordance with the intended method or methods of distribution thereof set forth in the Registration Statement, and (iii) comply with all of the following provisions:

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