Exhibit 10.2





Exhibit 10.2




Schedule I

EUROPEAN RESTRUCTURING TRANSACTIONS




Current Structure










Step 1:





Mobile Storage Group, Inc. distributes 601,100 ordinary shares of Ravenstock MSG Limited to
Mobile Mini, Inc.





 


 









 













Step 2:





Mobile Mini, Inc. contributes 601,100 ordinary shares of Ravenstock MSG Limited to Mobile
Mini UK Holdings Limited in exchange for an issue of 300 ordinary shares by Mobile Mini UK
Holdings Limited to Mobile Mini, Inc.











 


 









 







Step 3:





Ravenstock MSG Limited transfers substantially all of its assets to Mobile Mini UK Limited
in exchange for (i) the assumption of all of Ravenstock MSG Limited’s liabilities and (ii)
an issue of 20,000 ordinary shares by Mobile Mini UK Limited to Ravenstock MSG Limited.








Step 4:



If Ravenstock MSG Limited transfers substantially all of its assets in exchange for
an issue of ordinary shares of Mobile Mini UK Limited pursuant to Step 3 above, Ravenstock MSG
Limited shall dividend such shares to Mobile Mini UK Holdings Limited.


 


 









 





Schedule 8.04




Capital Structure




(Revised as of August 31, 2008)




The class and the number of authorized and issued Securities of US Company and each of its
Subsidiaries and the record owner of the Securities of the Subsidiaries are as follows:



US Company:




	 	 	 	 	 	 	 	 	 
	 	 	Number of Securities	 	 	Number of Securities	 
	 	 	Issued and Outstanding	 	 	Authorized but	 
	Class of Securities	 	(August 6, 2008)	 	 	Unissued	 
	Common Stock, par value
$0.01 per share - 95,000,000
	 	 	34,848,256	 	 	 	60,151,744	 
	Preferred Stock, par value
$0.01 per share - 20,000,000
	 	 	8,555,556	*	 	 	11,444,444	 








	 	 	 
	*	 	Series A Convertible Redeemable Participating Preferred Stock, all 8,555,556 of which were issued
in connection with the Transactions.




Subsidiaries:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number of	 	 	 
	 	 	 	 	Number and Class	 	Securities	 	 	 
	 	 	Jurisdiction of	 	of Securities Issued	 	Authorized	 	 	 
	Name	 	Organization	 	and Outstanding	 	but Unissued	 	 	Record Owner
	 
	 	 	 	 	 	 	 	 	 	 
	Mobile Mini I, Inc.1
	 	Arizona	 	10,000 shares of common stock	 	 	990,000	 	 	100% Mobile Mini, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Delivery Design Systems, Inc.
	 	Arizona	 	10,000 shares of common stock	 	 	990,000	 	 	100% Mobile Mini, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Mobile Mini, LLC
	 	California	 	100% membership interest	 	 	N/A	 	 	100% Mobile Mini, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Mobile Mini, LLC
	 	Delaware	 	100% membership interest	 	 	N/A	 	 	100% Mobile Mini, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Mobile Mini of Ohio, LLC
	 	Delaware	 	100% membership interest	 	 	N/A	 	 	100% Mobile Mini, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	A Royal Wolf Portable Storage, Inc. 2
	 	California	 	643,250 shares of common stock	 	 	356,750	 	 	100% Mobile Mini, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Temporary Mobile Storage, Inc.
	 	California	 	1,500 shares of common stock	 	 	998,500	 	 	100% A Royal Wolf Portable Storage Inc.






 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number of	 	 	 
	 	 	 	 	Number and Class	 	Securities	 	 	 
	 	 	Jurisdiction of	 	of Securities Issued	 	Authorized	 	 	 
	Name	 	Organization	 	and Outstanding	 	but Unissued	 	 	Record Owner
	 
	 	 	 	 	 	 	 	 	 	 
	Mobile Mini UK Holdings Limited 3
	 	England and Wales	 	400 ordinary shares	 	 	600	 	 	100% Mobile Mini, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Mobile Mini UK Limited 4
	 	England and Wales	 	80,000 ordinary shares	 	 	20,000	 	 	100% Mobile Mini, UK  Holdings Limited
	 
	 	 	 	 	 	 	 	 	 	 
	Box Lease Limited
	 	England and Wales	 	2 ordinary shares	 	 	9,998	 	 	100% Mobile Mini, UK Limited
	 
	 	 	 	 	 	 	 	 	 	 
	Mobile Mini Holding B.V.
	 	Netherlands	 	180 ordinary shares	 	 	720	 	 	100% Mobile Mini, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Mobile Mini B.V. 5
	 	Netherlands	 	18 ordinary shares	 	 	72	 	 	100% Mobile Mini, Holding B.V.
	 
	 	 	 	 	 	 	 	 	 	 
	Mobile Storage Group, Inc.
	 	Delaware	 	100 common shares	 	 	0	 	 	100% Mobile Mini, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	MSG Investments, Inc.
	 	California	 	10,000 common shares	 	 	0	 	 	100% Mobile Storage Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	A Better Mobile Storage Company
	 	California	 	1,000 common shares	 	 	0	 	 	100% Mobile Storage Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Mobile Storage Group (Texas), L.P.
	 	Texas	 	100% membership interest	 	 	N/A	 	 	99% Mobile Storage Group, Inc.; 1% MSG Investments, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Ravenstock MSG Limited
	 	United Kingdom	 	601,100 ordinary shares 0 preferred shares	 	 	398,900 10,000,000	 	 	100% Mobile Mini UK Holdings Limited
	 
	 	 	 	 	 	 	 	 	 	 
	Ravenstock Tam (Hire) Limited
	 	United Kingdom	 	10,550 ordinary shares	 	 	0	 	 	100% Ravenstock MSG Limited






 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number of	 	 	 
	 	 	 	 	Number and Class	 	Securities	 	 	 
	 	 	Jurisdiction of	 	of Securities Issued	 	Authorized	 	 	 
	Name	 	Organization	 	and Outstanding	 	but Unissued	 	 	Record Owner
	 
	 	 	 	 	 	 	 	 	 	 
	Mobile Storage (U.K.) Limited
	 	United Kingdom	 	100 ordinary shares 6,000,000 preferred shares	 	 	999,900 4,000,000	 	 	100% Ravenstock MSG Limited
	 
	 	 	 	 	 	 	 	 	 	 
	Mobile Storage UK Finance Limited Partnership
	 	United Kingdom	 	100% membership interest	 	 	N/A	 	 	99%. MSG Investments, Inc.; 1% Mobile Storage Group, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	LIKO Luxembour International s.a.r.L.
	 	Luxembourg	 	160 ordinary shares	 	 	0	 	 	100% Mobile Storage UK Finance Limited Partnership








	 	 	 
	1)	 	Surviving company of 6/29/07 merger of Mobile Mini I, Inc. and Mobile Mini Holdings, Inc.
	 
	2)	 	Formerly Triton Mobile Storage, Inc., which was formerly International Equipment Marketing, Inc.
	 
	3)	 	Formerly Lampgrass Limited
	 
	4)	 	Formerly Royalwolf Trading UK Limited
	 
	5) 	 	Formerly RoyalWolf Containers B.V.




The following agreements are binding upon the Company’s or other Credit Party’s partners, members
or shareholders:




	•	 	There are no corporate or joint venture relationships.






	•	 	Stockholders Agreement, dated as of June 27, 2008, by and among US Company and the
Stockholders signatory thereto.






	•	 	Pledge Agreement, dated as of June 27, 2008, by and among US Company and any other pledgors
thereto and Deutsche Bank AG New York Branch.






	•	 	Charge over Shares, dated as of June 27, 2008, by Mobile Storage Group, Inc. as Chargor in
favour of Deutsche Bank AG New York Branch as Collateral Agent.