Exhibit 10.2


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This AMENDED AND RESTATED
EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between WillScot Mobile Mini Holdings Corp., a Delaware corporation
(the “Employer”), and Timothy Boswell, an individual (the “Executive”).


 


WHEREAS, the Executive previously
entered into that certain Employment Agreement with WillScot Corporation, a Delaware corporation, dated as of March 1, 2020 (the “Employment
Agreement”); and


 


WHEREAS, WillScot entered
into an Agreement and Plan of Merger with Mobile Mini Inc. (the “Target”), dated as of March 1, 2020, pursuant to which
Target merged with and into WillScot (the “Merger Agreement”), and effective as of the consummation of the transactions
contemplated in the Merger Agreement (the “Merger”), the Employer became the surviving company, and the Executive is
currently employed as Executive Vice President and Chief Financial Officer of the Employer; and


 


WHEREAS, the parties desire
to amend and restate the Employment Agreement on the terms and conditions set out in this Agreement for the continued employment relationship
of the Executive with the Employer on the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of
which hereby are acknowledged, the parties hereto agree as follows:


 


1.               Employment
Agreement. On the terms and conditions set forth in this Agreement, the Employer agrees to continue to employ the Executive and the
Executive agrees to continue to be employed by the Employer for the Employment Period set forth in Section 2 and in the positions
and with the duties set forth in Section 3. Terms used herein with initial capitalization not otherwise defined are defined in
Section 25. This Agreement shall become effective September 7, 2021 (the “Effective Date”).


 


2.                 Term.
The initial term of employment under this Agreement shall commence on the Effective Date and extend through July 1, 2026 (the “Initial
Term”). The term of employment shall be automatically extended for an additional consecutive 12-month period (the “Extended
Term”) on the last day of the Initial Term and each subsequent anniversary thereof, unless and until the Employer or Executive
provides written notice to the other party in accordance with Section 10 hereof not less than 120 days before such anniversary
date that such party is electing not to extend the term of employment under this Agreement (“Non-Renewal”), in which
case the term of employment hereunder shall end as of the end of such Initial Term or Extended Term, as the case may be, unless sooner
terminated as hereinafter set forth. Such Initial Term and all such Extended Terms are collectively referred to herein as the “Employment
Period”. Anything herein to the contrary notwithstanding, if on the date of a Change in Control the remaining term of the Employment
Period is less than 12 months, the Employment Period shall be automatically extended to the end of the 12-month period following such
Change in Control, and the extension and renewal provisions in this Section 2 shall apply with regard to the last day of the Employment
Period as extended by this sentence and on each subsequent anniversary thereof.


 


3.                 Position
and Duties. During the Employment Period, the Executive shall serve as the President and Chief Financial Officer. In such capacities,
the Executive shall report exclusively and directly to the Chief Executive Officer and shall have the duties, responsibilities and authorities
customarily associated with such positions in a company the size and nature of the Employer. The Executive shall devote the Executive’s
reasonable best efforts and full business time to the performance of the Executive’s duties hereunder and the advancement of the
business and affairs of the Employer; provided that, the Executive may serve on civic, charitable, educational, religious, public
interest or public service boards, and manage the Executive’s personal and family investments, in each case, to the extent such
activities do not materially interfere with the performance of the Executive’s duties and responsibilities hereunder.


 






     


     


    

 


4.                 Place
of Performance. The Executive shall work primarily at the Employer’s executive headquarters in Phoenix, Arizona.


 


5.                 Compensation
and Benefits.


 


(a)                
Base Salary. During the Employment Period, the Employer shall pay to the Executive a base salary (the “Base Salary”)
at the rate of no less than $600,000 per calendar year, less applicable deductions, and prorated for any partial year. The Base Salary
shall be reviewed for increase by the Employer no less frequently than annually, and shall be increased in the discretion of the Employer
and any such adjusted Base Salary shall constitute the “Base Salary” for purposes of this Agreement. The Base Salary shall
be paid in substantially equal installments in accordance with the Employer’s regular payroll procedures. The Executive’s
Base Salary may not be decreased during the Employment Period.


 


(b)               
Annual Bonus. For each fiscal year of the Employer ending during the Employment Period, the Executive shall be eligible
to earn an annual cash performance bonus (an “Annual Bonus”) based on performance against performance criteria determined
by the Compensation Committee of the Board (the “Committee”). The Executive’s annual target bonus opportunity
for each fiscal year shall equal 125% of the Executive’s Base Salary at the beginning of such year (the “Target Bonus”).
The Executive’s Annual Bonus for a fiscal year shall be determined by the Committee after the end of the applicable bonus period
and shall be paid to the Executive when annual bonuses for that year are paid to other senior executives of the Employer generally, but
in no event later than March 15 of the year following the year to which such Annual Bonus relates.


 


(c)                
Long Term Incentive Equity.


 


(i)                 
Annual Award. With respect to each fiscal year of the Employer ending during the Employment Period, the Executive shall
be eligible to receive annual equity awards under the WillScot Mobile Mini Holdings Corp. 2020 Incentive Award Plan or other long-term
equity incentive plan of the Employer then in effect (the “Plan”), 60% of which shall be in the form of performance-based
restricted stock units (“PSUs”) vesting over three years and 40% in the form of restricted stock units (“RSUs”)
vesting ratably over three years. The level of the Executive’s participation in the Plan, if any, shall be determined in the reasonable
discretion of the Committee from time to time. The target grant value of this annual award is $1,400,000, but the actual value of any
grant may be higher or lower based on Committee discretion. Terms and conditions of such awards shall be governed by the terms and conditions
of the Plan and the applicable award agreements.


 


(ii)               
One-time Equity Awards. The Executive has been granted the One-time Equity Awards.


 


(d)               
Vacation. During the Employment Period, the Executive shall be entitled to four (4) weeks’ vacation annually to be
used in accordance with the Employer’s applicable vacation policy.


 


(e)                
Automobile Allowance. During the Employment Period, the Executive shall be entitled to an automobile allowance of $15,000
annually to be used in accordance with the Employer’s applicable automobile allowance policy.


 


(f)                 
Benefits. During the Employment Period, the Employer shall provide to the Executive employee benefits and perquisites on
a basis that is comparable in all material respects to that provided to other similarly situated executives of the Employer. The Employer
shall have the right to change insurance carriers and to adopt, amend, terminate or modify employee benefit plans and arrangements at
any time and without the consent of the Executive.


 


6.                 Expenses.
The Executive is expected and is authorized to incur reasonable expenses in the performance of his duties hereunder. The Employer shall
reimburse the Executive for all such expenses reasonably and actually incurred in accordance with policies which may be adopted from
time to time by the Employer promptly upon periodic presentation by the Executive of an itemized account, including reasonable substantiation,
of such expenses.


 






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7.               Confidentiality,
Non-Disclosure and Non-Competition Agreement. The Employer and the Executive acknowledge and agree that during the Executive’s
employment with the Employer, the Executive will have access to and may assist in developing Employer Confidential Information and will
occupy a position of trust and confidence with respect to the Employer’s affairs and business and the affairs and business of the
Employer Affiliates. The Executive agrees that the following obligations are necessary to preserve the confidential and proprietary nature
of Employer Confidential Information and to protect the Employer and the Employer Affiliates against harmful solicitation of employees
and customers, harmful competition and other actions by the Executive that may result in serious adverse consequences for the Employer
and the Employer Affiliates:


 


(a)                
Non-Disclosure. During and after the Executive’s employment with the Employer, the Executive will not knowingly use,
disclose or transfer any Employer Confidential Information other than as authorized in writing by the Employer or within the scope of
the Executive’s duties with the Employer as determined reasonably and in good faith by the Executive. Anything herein to the contrary
notwithstanding, the provisions of this Section 7(a) shall not apply when disclosure is required by law or by any court, arbitrator,
mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive
to disclose or make accessible any information or as to information that becomes generally known to the public or within the relevant
trade or industry other than due to the Executive’s violation of this Section 7(a).


 


(b)               
Materials. The Executive will not remove any Employer Confidential Information or any other property of the Employer or
any Employer Affiliate from the Employer’s premises or make copies of such materials except for normal and customary use in the
Employer’s business as determined reasonably and in good faith by the Executive. The Executive will return to the Employer all Employer
Confidential Information and copies thereof and all other property of the Employer or any Employer Affiliate at any time upon the request
of the Employer and in any event promptly after termination of Executive’s employment. The Executive agrees to attempt in good faith
to identify and return to the Employer any copies of any Employer Confidential Information after the Executive ceases to be employed by
the Employer. Anything to the contrary notwithstanding, nothing in this Section 7 shall prevent the Executive from retaining a
home computer, papers and other materials of a personal nature that do not contain Employer Confidential Information.


 


(c)                
No Solicitation or Hiring of Employees. During the Non-Compete Period, the Executive shall not solicit, entice, persuade
or induce any individual who is employed by the Employer or any Employer Affiliate (or who was so employed within 180 days prior to the
Executive’s action) to terminate or refrain from continuing such employment or to become employed by or enter into contractual relations
with any other individual or entity, and the Executive shall not hire, directly or indirectly, as an employee, consultant or otherwise,
any such person.


 


(d)               
Non-Competition.


 


(i)                  During
the Non-Compete Period, the Executive shall not, directly or indirectly, (A) solicit or encourage any client or customer of the
Employer or any direct or indirect subsidiary of the Employer, or any person or entity who was such a client or customer within 180
days prior to Executive’s action to terminate, reduce or alter in a manner adverse to the Employer or any direct or indirect
subsidiary of the Employer, any existing business arrangements with the Employer or any direct or indirect subsidiary of the
Employer or to transfer existing business from the Employer or any direct or indirect subsidiary of the Employer to any other person
or entity, (B) provide services in any capacity to any entity in any geographic area in which the Employer or any direct or indirect
subsidiary of the Employer conducts that business, or is actively planning to conduct that business, as of the date of
such termination (a “Competitive Entity,” and the geographic area, the “Non-Competition
Area”) if (1) the entity competes with the Employer or any direct or indirect subsidiary of the Employer by engaging in
the Business, or (2) the services to be provided by the Executive are competitive with the Business and substantially similar to
those previously provided by the Executive to the Employer; or (C) own an interest in any Competitive Entity. The Executive agrees
that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, the Executive
will provide a copy of this Section 7 of this Agreement to such entity. The Executive acknowledges that this covenant has a
unique, very substantial and immeasurable value to the Employer, that the Executive has sufficient assets and skills to provide a
livelihood for the Executive while such covenant remains in force and that, as a result of the foregoing, in the event that the
Executive breaches such covenant, monetary damages may be an insufficient remedy for the Employer and equitable enforcement of the
covenant may be proper.


 






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(ii)               
If the restrictions contained in Section 7(d)(i) shall be determined by any court of competent jurisdiction to be unenforceable
by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive
in any other respect, Section 7(d)(i) shall be modified to be effective for the maximum period of time for which it may be
enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as
to which it may be enforceable.


 


(e)                
Enforcement. The Executive acknowledges that in the event of any breach of this Section 7, the business interests
of the Employer and the Employer Affiliates could be irreparably injured, the full extent of the damages to the Employer and the Employer
Affiliates may be impossible to ascertain, monetary damages may not be an adequate remedy for the Employer and the Employer Affiliates,
and the Employer will be entitled to seek to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable
relief, without the necessity of posting bond or security, which the Executive expressly waives. The Executive understands that the Employer
may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should
not in any way be deemed a waiver of the Employer’s right to enforce any other requirements or provisions of this Agreement. The
Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant and
that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. In signing this
Agreement, the Executive gives the Employer assurance that the Executive has carefully read and considered all of the terms and conditions
of this Agreement. The Executive agrees that these restraints are necessary for the reasonable and proper protection of the Employer and
the Employer Affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject
matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Executive
from obtaining other suitable employment during the period in which the Executive is bound by the restraints. It is also agreed that each
of the Employer Affiliates will have the right to enforce all of the Executive’s obligations to that affiliate under this Agreement.


 


8.                 Termination
of Employment.


 


(a)                
Permitted Terminations. The Executive’s employment hereunder may be terminated during the Employment Period under
the following circumstances:


 


(i)                 Death.
The Executive’s employment hereunder shall terminate automatically upon the Executive’s death;


 


(ii)               
By the Employer. The Employer may terminate the Executive’s employment:


 


(A)              
Disability. If the Executive shall have been substantially unable to perform the Executive’s material duties hereunder
by reason of illness, physical or mental disability or other similar incapacity, which inability shall continue for 180 consecutive days
or 270 days in any 24 month period (a “Disability”) (provided, that until such termination, the Executive shall continue
to receive the Executive’s compensation and benefits hereunder, reduced by any benefits payable to the Executive under any applicable
disability insurance policy or plan); or


 


(B)              
Cause. For Cause or without Cause;


 


(iii)             
By the Executive. The Executive may terminate the Executive’s employment for any reason (including Good Reason) or
for no reason.


 


(b)                Termination.
Any termination of the Executive’s employment by the Employer or the Executive (other than because of the Executive’s
death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 10 hereof.
For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon, if any, and set forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive’s employment under the provision so indicated. Termination of the
Executive’s employment shall take effect on the Date of Termination. The Executive agrees, in the event of any dispute under Section
8(a)(ii)(A) as to whether a Disability exists, and if requested by the Employer, to submit to a physical examination by a
licensed physician selected by mutual consent of the Employer and the Executive, the cost of such examination to be paid by the
Employer. The written medical opinion of such physician shall be conclusive and binding upon each of the parties hereto as to
whether a Disability exists and the date when such Disability arose. This Section shall be interpreted and applied so as to comply
with the provisions of the Americans with Disabilities Act and any applicable state or local laws.


 






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9.                 Compensation
Upon Termination.


 


(a)                
Disability. If the Employer terminates the Executive’s employment during the Employment Period because of the Executive’s
Disability pursuant to Section 8(a)(ii)(A), the Employer shall pay to the Executive (i) the Accrued Benefits; (ii) a pro rata portion
(based on the number of days during the applicable fiscal period prior to the Date of Termination) of the Annual Bonus the Executive would
have earned absent such termination, with such payment to be made based on actual performance and at the time bonus payments are made
to executives of the Employer generally; (iii) any outstanding equity awards granted pursuant to Sections 5(c)(i)-(ii) that are
subject solely to time-based vesting conditions shall immediately vest in full and any outstanding equity awards that are subject to performance-based
vesting conditions shall vest based on target performance for the applicable performance period in which termination occurs; provided,
however, that the Effective Date Award shall vest as provided in the applicable award agreement; and (iv) the Executive shall be entitled
to additional severance payments, payable in equal installments in accordance with the Employer’s normal payroll practices, equal
to the total costs that would be incurred by the Executive to obtain and pay for continued coverage under the Employer’s health
insurance plans pursuant to COBRA for 12 months following the Date of Termination (the “Continued Coverage Payment”).
Except as set forth herein, the Employer shall have no further obligation to the Executive under this Agreement.


 


(b)               
Death. If the Executive’s employment is terminated during the Employment Period as a result of the Executive’s
death, the Employer shall pay to the Executive’s legal representative or estate, and the Executive’s legal representative
or estate shall be entitled to, as applicable, (i) the amounts and acceleration of outstanding equity awards set forth in Section 9(a)(i)-(iii)
(excluding, for the avoidance of doubt, the Continued Coverage Payment under clause (iv)); and (ii) one times the Executive’s Base
Salary at the time of termination, payable in a lump sum. Except as set forth herein, the Employer shall have no further obligation to
the Executive under this Agreement.


 


(c)                
Termination by the Employer for Cause or by the Executive without Good Reason. If, during the Employment Period, the Employer
terminates the Executive’s employment for Cause pursuant to Section 8(a)(ii)(B) or the Executive terminates his employment
without Good Reason, the Employer shall pay to the Executive the Accrued Benefits. Except as set forth herein, the Employer shall have
no further obligations to the Executive under this Agreement.


 


(d)                Termination
by the Employer without Cause or by the Executive with Good Reason. Subject to Section 9(e), if the Employer terminates
the Executive’s employment during the Employment Period due to the Executive’s Disability pursuant to Section
8(a)(ii)(A) or for a reason other than for Cause or if the Executive terminates his employment hereunder with Good Reason, (i)
the Employer shall pay the Executive (A) the Accrued Benefits, (B) a pro rata portion (based on the number of days during the
applicable fiscal period prior to the Date of Termination) of the Annual Bonus of Executive would have earned absent such
termination, with such payment to be made based on actual performance and at the time bonus payments are made to executives of the
Employer generally, (C) a lump sum equal to 1.5 times the Executive’s Target Annual Bonus for the year of termination, (D)
continued Base Salary for 18 months following the Date of Termination (the “Severance Period”) payable in equal
installments in accordance with the Employer’s normal payroll practices (the “Cash Severance Payment”), (E)
(1) any outstanding equity awards granted pursuant to Section 5(c)(i) shall continue to vest during the Severance Period and
(2) any outstanding equity awards granted pursuant to Section 5(c)(i) prior to and during the 24-month period following the
Merger, or the One-time Equity Awards granted pursuant to Section 5(c)(ii), shall immediately vest in full on the Date of
Termination (without regard to any time-based or performance-based vesting conditions); provided, however, that the Effective Date
Award shall vest as provided in the applicable award agreement; (ii) the Employer shall pay the Executive the Continued Coverage
Payment; and (iii) the Executive shall be provided with executive outplacement with a provider of Executive’s choice, up to a
maximum of $25,000. For the purposes of this Agreement, a voluntary termination by the Executive upon the expiration of the
Employment Period due to delivery of a non-renewal notice by the Employer pursuant to Section 2 shall be treated as a
termination by the Employer without Cause. If a termination under this Section occurs within three (3) years following the
Executive’s relocation to Phoenix, Arizona pursuant to Section 4, the Employer shall provide Executive with a
relocation package substantially similar to the estimated costs in Exhibit A.


 






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(e)                Change
in Control.


 


(i)                 
Section 9(e)(ii) shall apply if there is (A) a termination of the Executive’s employment by the Employer due to the
Executive’s Disability or for a reason other than for Cause or by the Executive for Good Reason, in either case, during the 30-month
period following the Merger or 12-month period after any subsequent Change in Control; or (B) a termination of the Executive’s employment
by the Employer for a reason other than for Cause or due to the Executive’s Disability prior to a Change in Control, if the termination
was at the request of a third party or otherwise arose in anticipation of a Change in Control (a termination described in either clause
(A) or clause (B), a “CIC Termination”).


 


(ii)               
If any such CIC Termination occurs, the Executive shall receive the benefits set forth in Section 9(d), including for the
avoidance of doubt, the accelerated vesting of his outstanding equity awards, except that (A) the Cash Severance Payment shall be equal
to two times the sum of the Executive’s continued Base Salary at the rate in effect at the time of termination and the Executive’s
Target Bonus for the year of termination, and, if such Change in Control is a “change in control event” under Section 409A
of the Code (a “Qualifying CIC”), shall be paid in a lump sum; (B) the Continued Coverage Payment shall be equal to
the total costs that would be incurred by the Executive to obtain and pay for continued coverage under the Employer’s health insurance
plans during the 24 months following the CIC Termination and shall be paid in a lump sum; and (C) any outstanding equity awards granted
pursuant to Section 5(c)(i) shall immediately vest in full upon a CIC Termination (without regard to any time-based or performance-based
vesting conditions). To the extent the Executive’s CIC Termination is described in Section 9(e)(i)(B) and the Change in Control
is a Qualifying CIC, the incremental Cash Severance Payment and any unpaid Cash Severance Payment shall be paid in a lump sum.


 


(f)                 Release
of Claims. As a condition to receiving the Severance Benefits, the Executive must execute a release of claims substantially in the
form attached hereto as Exhibit B (the “Release”). To be eligible for Severance Benefits, the Executive must
execute and deliver the Release, and such Release must become irrevocable, within 60 days of the Date of Termination. The Cash Severance
Payment shall be made, and the continuing health insurance coverage shall commence, promptly after the Release becomes irrevocable; provided
that to the extent the 60-day period spans two calendar years and to the extent required to comply with Code Section 409A, such payments
shall be made or commence, as applicable, on the 60th day following the Date of Termination.


 


(g)               
No Offset. In the event of termination of his employment, the Executive shall be under no obligation to seek other employment
and there shall be no offset against amounts due to him on account of any remuneration or benefits provided by any subsequent employment
he may obtain. The Employer’s obligation to make any payment pursuant to, and otherwise to perform its obligations under, this Agreement
shall not be affected by any offset, counterclaim or other right that the Employer or any Employer Affiliate may have against him for
any reason.


 


10.               
Notices. All notices, demands, requests, or other communications which may be or are required to be given or made by any
party to any other party pursuant to this Agreement shall be in writing and shall be hand delivered, mailed by first-class registered
or certified mail, return receipt requested, postage prepaid, delivered by overnight air courier, or transmitted by facsimile transmission
addressed as follows:


 


(a)               If
to the Employer:


 


WillScot Mobile Mini Holdings Corp.


4646 E Van Buren St #400


Phoenix, AZ 85008


Attn: General Counsel & Secretary


 






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(b)              If
to the Executive:


 


Timothy Boswell


To the address on file for Timothy Boswell
with the Employer


 


With a copy (which shall not constitute
notice) to:


Wayne Outten


Outten & Golden LLP


685 Third Avenue, 25th Floor


New York, NY 10017


wno@outtengolden.com


 


Each party may designate by
notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each
notice, demand, request, or communication that shall be given or made in the manner described above shall be deemed sufficiently given
or made for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, confirmation
of facsimile transmission or the affidavit of messenger being deemed conclusive but not exclusive evidence of such delivery) or at such
time as delivery is refused by the addressee upon presentation.


 


11.               Severability.
The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of
the other provisions of this Agreement, which shall remain in full force and effect.


 


12.               Effect
on Other Agreements. The provisions of this Agreement shall supersede the terms of any plan, policy, agreement, award or other arrangement
of the Employer (whether entered into before or after the date hereof) to the extent application of the terms of this Agreement is more
favorable to the Executive.


 


13.               Survival.
It is the express intention and agreement of the parties hereto that the provisions of Sections 7, 9, 10, 14,
15, 17, 18, 20, 21, 23 and 24 hereof and this Section 13 shall survive the termination
of employment of the Executive. In addition, all obligations of the Employer to make payments hereunder shall survive any termination
of this Agreement on the terms and conditions set forth herein.


 


14.               Assignment.
The rights and obligations of the parties to this Agreement shall not be assignable or delegable, except that (i) in the event of the
Executive’s death, the personal representative or legatees or distributees of the Executive’s estate, as the case may be,
shall have the right to receive any amount owing and unpaid to the Executive hereunder and (ii) the rights and obligations of the Employer
hereunder shall be assignable and delegable in connection with any subsequent merger, consolidation, sale of all or substantially all
of the assets or equity interests of the Employer or similar transaction involving the Employer or a successor corporation. The Employer
shall require any successor to the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same
extent that the Employer would be required to perform it if no such succession had taken place.


 


15.               Binding Effect. Subject to any provisions hereof restricting assignment, this Agreement shall be binding upon the parties
hereto and shall inure to the benefit of the parties and their respective heirs, devisees, executors, administrators, legal representatives,
successors and assigns.


 


16.               Amendment;
Waiver. This Agreement shall not be amended, altered or modified except by an instrument in writing duly executed by the party against
whom enforcement is sought. Neither the waiver by either of the parties hereto of a breach of or a default under any of the provisions
of this Agreement, nor the failure of either of the parties, on one or more occasions, to enforce any of the provisions of this Agreement
or to exercise any right or privilege hereunder, shall thereafter be construed as a waiver of any subsequent breach or default of a similar
nature, or as a waiver of any such provisions, rights or privileges hereunder.


 






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17.               Headings.
Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be
a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the
provisions hereof.


 


18.               Governing
Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the State of Delaware (but not including any choice of law rule thereof that would cause
the laws of another jurisdiction to apply). In the event of a dispute concerning or arising out of this Agreement the prevailing party
(meaning the party who received substantially all of the relief sought) in such action will be reimbursed by the other party for all
costs (including, without limitation, reasonable attorneys’ fees) incurred in connection with any such action.


 


19.               Entire
Agreement. This Agreement constitutes the entire agreement between the parties respecting the employment of the Executive, there
being no representations, warranties or commitments except as set forth herein and supersedes the Employment Agreement.


 


20.               Counterparts
.This Agreement may be executed in two counterparts, each of which shall be an original and all of which shall be deemed to constitute
one and the same instrument. This Agreement may be executed using a secure electronic signature program (such as Docusign), which shall
be deemed to constitute original signatures.


 


21.               Withholding.
The Employer may withhold from any benefit payment under this Agreement all federal, state, city or other taxes as shall be required
pursuant to any law or governmental regulation or ruling; provided that any withholding obligation arising in connection with the exercise
of a stock option or the transfer of stock or other property shall be satisfied through withholding an appropriate number of shares of
stock or appropriate amount of such other property.


 


22.               Section
409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations
and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted,
this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Employer (with specificity as to the
reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity
compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Employer
concurs with such belief or the Employer (without any obligation whatsoever to do so) independently makes such determination, the Employer
shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications
to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in
order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible,
maintain the original intent and economic benefit to the Executive and the Employer of the applicable provision without violating the
provisions of Code Section 409A. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that
may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. With respect to any payment
or benefit considered to be nonqualified deferred compensation under Code Section 409A, a termination of employment shall not be deemed
to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following
a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section
409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment”
or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive
is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B),
then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section
409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date
which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service”
of the Executive, and (B) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration
of the foregoing delay period, all payments and benefits delayed pursuant to this Section 22 (whether they would have otherwise
been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump
sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment
dates specified for them herein. To the extent that reimbursements or other in kind benefits under this Agreement constitute “nonqualified
deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or
prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right
to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement,
expenses eligible for reimbursement, or in kind benefits provided in any taxable year shall in any way affect the expenses eligible for
reimbursement, or in-kind benefits to be provided, in any other taxable year. For purposes of Code Section 409A, the Executive’s
right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and
distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual
date of payment within the specified period shall be within the sole discretion of the Employer. Notwithstanding any other provision
of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation”
for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.


 






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23.               Section
280G.


 


(a)                
Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the
payments or benefits provided or to be provided by the Employer or its affiliates to the Executive or for the Executive’s benefit
pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute “parachute payments”
within the meaning of Section 280G of the Code and would, but for this Section 23 be subject to the excise tax imposed under Section
4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with
respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments, a calculation shall
be made comparing (i) the Net Benefit (as defined below) to the Executive of the Covered Payments after payment of the Excise Tax to (ii)
the Net Benefit to the Executive if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax.
Only if the amount calculated under (i) above is less than the amount under (ii) above will the Covered Payments be reduced to the minimum
extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax. “Net Benefit” shall
mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment and excise taxes. The calculation
shall take into consideration all available exemptions, including to what extent (if any) to what extent (if any) such payment or benefits
or portions thereof may properly be treated as “reasonable compensation for personal services rendered” by the Executive before,
or after, the Change of Control, within the meaning of Code Section 280G(b)(4) and the regulations issued thereunder, including, without
limitation, the valuation of the Executive’s obligations under Section 7 hereof and any other covenants to refrain from performing
services.


 


(b)               
The Covered Payments shall be reduced in a manner that maximizes the Executive’s economic position. In applying this principle,
the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent
amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.


 


(c)                 Any
determination required under this Section 23 shall be made in writing in good faith by an independent accounting firm
selected by the Employer that is reasonably acceptable to the Executive (the “Accountants”) which shall provide
detailed supporting calculations to the Employer and the Executive as requested by the Employer or the Executive. The Employer and
the Executive shall provide the Accountants with such information and documents as the Accountants may reasonably request in order
to make a determination under this Section 23. For purposes of making the calculations and determinations required by this Section
23, the Accountants may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G
and Section 4999 of the Code. The Accountants’ determinations shall be final and binding on the Employer and the Executive.
The Employer shall be responsible for all reasonable and customary fees and expenses incurred by the Accountants in connection with
the calculations required by this Section 23.


 






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24.               Indemnification.
Employer hereby agrees to indemnify the Executive and provide Directors & Officers Liability Insurance (“D&O Insurance”)
coverage to the Executive, in each case, on terms and conditions no less favorable than those provided to members of the Board and other
executive officers.


 


25.               Definitions.


 


“Accrued Benefits”
means (a) Base Salary through the Date of Termination; (b) accrued and unused vacation pay; (c) any earned but unpaid Annual Bonus; (d)
any amounts owing to the Executive for reimbursement of expenses properly incurred by the Executive prior to the Date of Termination and
which are reimbursable in accordance with Section 6; and (e) any other benefits or amounts due and owing to the Executive under
the terms of any plan, program or arrangement of the Employer. Amounts payable pursuant to the clauses (a)-(c) shall be paid promptly
after the Date of Termination and all other amounts will be paid in accordance with the terms of the applicable plan, program or arrangement
(as modified by this Agreement).


 


“Board” means
the Board of Directors of the Employer.


 


“Business”
means the provision of (a) specialty rental services providing innovative modular space and portable storage solutions across North America
and the UK, and (b) modular space for the construction, education, health care, government, retail, commercial, transportation, security,
retail and energy sectors.


 


“Cause” shall
be limited to the following events (a) the Executive’s conviction of, or plea of nolo contendere to, a felony (other than in connection
with a traffic violation) under any state or federal law; (b) the Executive’s failure to substantially perform his essential job
functions hereunder after receipt of written notice from the Employer requesting such performance; (c) a material act of fraud or material
misconduct with respect, in each case, to the Employer, by the Executive; (d) any material misconduct by the Executive that could be reasonably
expected to damage the reputation or business of the Employer or any Employer Affiliate; or (e) the Executive’s material violation
of a material written policy of the Employer. Anything herein to the contrary notwithstanding, the Executive shall not be terminated for
Cause hereunder unless (i) written notice stating the basis for the termination is provided to the Executive, (ii) as to clauses (b),
(c), (d) or (e) of this paragraph, the Executive is given 30 days to cure the neglect or conduct that is the basis of such claim (it being
understood that any errors in expense reimbursement may be cured by repayment), and (C) if the Executive fails to cure such neglect or
conduct, there is a vote of a majority of the members of the Board to terminate the Executive for Cause.


 


“Change in Control”
For purposes of this Agreement, “Change in Control” means the occurrence of any one of the following events:


 


(a)                
During any twenty-four (24) month period, individuals who, as of the beginning of such period, constitute the Board (the “Incumbent
Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director
subsequent to the beginning of such period whose election or nomination for election was approved by a vote of at least a majority of
the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Employer in which such
person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided,
however, that no individual initially elected or nominated as a director of the Employer as a result of an actual or threatened
election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of
any person other than the Board shall be deemed to be an Incumbent Director;


 


(b)                Any
“person” (as such term is defined in the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Employer representing 35% or more of
the combined voting power of the Employer’s then outstanding securities eligible to vote for the election of the Board (the
“Employer Voting Securities”); provided, however, that the event described in this paragraph (ii)
shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (i) by the Employer or any Subsidiary;
(ii) by any employee benefit plan (or related trust) sponsored or maintained by the Employer or any subsidiary; (iii) by any
underwriter temporarily holding securities pursuant to an offering of such securities; (iv) pursuant to a Non-Qualifying
Transaction, as defined in paragraph (iii), or (v) by any person of Employer Voting Securities from the Employer, if a majority of
the Incumbent Board approves in advance the acquisition of beneficial ownership of 35% or more of Employer Voting Securities by such
person;


 






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(c)                
The consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Employer
or any of its subsidiaries that requires the approval of the Employer’s stockholders, whether for such transaction or the issuance
of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination:
(i) more than 50% of the total voting power of (1) the corporation resulting from such Business Combination (the “Surviving Corporation”),
or (2) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities
eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by Employer Voting
Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which
such Employer Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof
is in substantially the same proportion as the voting power of such Employer Voting Securities among the holders thereof immediately prior
to the Business Combination; (ii) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving
Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 35% or more of the total voting
power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation,
the Surviving Corporation) and (iii) at least a majority of the members of the board of directors of the Parent Corporation (or, if there
is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at
the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business
Combination which satisfies all of the criteria specified in (i), (ii) and (iii) above shall be deemed to be a “Non-Qualifying
Transaction”); or


 


(d)               
The consummation of a sale of all or substantially all of the Employer’s assets or the stockholders of the Employer approve
a plan of complete liquidation or dissolution of the Employer.


 


Notwithstanding the foregoing,
a Change in Control shall not be deemed to occur solely because any person acquires beneficial ownership of more than 35% of the Employer
Voting Securities as a result of the acquisition of Employer Voting Securities by the Employer which reduces the number of Employer Voting
Securities outstanding; provided, that if after such acquisition by the Employer such person becomes the beneficial owner of additional
Employer Voting Securities that increases the percentage of outstanding Employer Voting Securities beneficially owned by such person,
a Change in Control of the Employer shall then occur.


 


Solely with respect to any award
that constitutes “deferred compensation” subject to Section 409A of the Code and that is payable on account of a Change in
Control (including any installments or stream of payments that are accelerated on account of a Change in Control), a Change in Control
shall occur only if such event also constitutes a “change in the ownership”, “change in effective control”, and/or
a “change in the ownership of a substantial portion of assets” of the Employer as those terms are defined under Treasury Regulation
§1.409A-3(i)(5), but only to the extent necessary to establish a time or form of payment that complies with Section 409A of the Code,
without altering the definition of Change in Control for purposes of determining whether rights to such award become vested or otherwise
unconditional upon the Change in Control.


 


“Code” means
the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder.


 


“Date
of Termination” means (a) if the Executive’s employment is terminated by the Executive’s death, the date of
the Executive’s death; (b) if the Executive’s employment is terminated because of the Executive’s Disability, 30
days after Notice of Termination, provided that the Executive shall not have returned to the performance of the Executive’s
duties on a full-time basis during such 30-day period; or (c) if the Executive’s employment is terminated by the Employer
pursuant to Section 8(a)(ii)(B) or by the Executive pursuant to Section 8(a)(iii), the date specified in the
Notice of Termination, which may not be less than 60 days after the Notice of Termination in the event the Employer is terminating
the Executive without Cause or the Executive is terminating employment without Good Reason.


 






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“Effective Date Award”
means the equity award granted on or around the Effective Date with a target number of 243,158 PSUs that shall vest over a period of four
years and four months in accordance with applicable performance conditions, consistent with the terms and conditions of the Plan and applicable
award agreements.


 


“Employer Affiliate”
means any entity controlled by, in control of, or under common control with, the Employer.


 


“Employer Confidential
Information” means information known to the Executive to constitute trade secrets or proprietary information belonging to the
Employer or other confidential financial information, operating budgets, strategic plans, research methods, personnel data, projects or
plans, or non-public information regarding the terms of any existing or pending lending transaction between Employer and an existing or
pending client or customer (as the phrase “client or customer” is defined in Section 7(d)(i) hereof), in each case,
received by the Executive in the course of his employment by the Employer or in connection with his duties with the Employer. Notwithstanding
anything to the contrary contained herein, the general skills, knowledge and experience gained during the Executive’s employment
with the Employer, information publicly available or generally known within the industry or trade in which the Employer competes and information
or knowledge possessed by the Executive prior to his employment by the Employer, shall not be considered Employer Confidential Information.


 


“Good Reason”
means, unless otherwise agreed to in writing by the Executive, (a) any material diminution or adverse change in the Executive’s
titles; (b) reduction in the Executive’s Base Salary or Target Bonus; (c) a failure to grant the Executive, in any consecutive 12
month period, long term incentive equity awards having a grant date fair value (as determined by the Committee in good faith) of at least
$1,400,000; (d) a requirement that the Executive report to someone other than the Employer’s Chief Executive Officer; (e) a material
and significant diminution in the Executive’s authority, business or other operational responsibilities or duties, or material interference
with the Executive’s carrying out his duties; (f) the assignment of duties inconsistent with the Executive’s position or status
with the Employer as of the date hereof; (g) a relocation of the Executive’s primary place of employment to a location more than
50 miles from the Employer’s executive headquarters; or (h) any of action or inaction by the Employer that constitutes a material
breach of the terms of this Agreement. In order to invoke a termination for Good Reason, (i) the Executive must give written notice of
the occurrence of an event of Good Reason within 60 days of its occurrence, (ii) the Employer must fail to cure such event within 30 days
of such notice, and (iii) the Executive must terminate employment within 10 days of the expiration of such cure period.


 


“Non-Compete Period”
means the period commencing on the date hereof and ending twelve months after the earlier of the expiration of the Employment Period or
the Executive’s Date of Termination.


 


“One-time Equity Awards”
means (a) the equity award granted in connection with the Merger with a target grant value of $1,250,000, 60% of which is in the form
of PSUs vesting over three years and 40% of which is in the form of RSUs vesting ratably over four years and (b) the Effective Date Award;
in each case, consistent with the terms and conditions of the Plan and applicable award agreements.





 


[SIGNATURE PAGE FOLLOWS]


 






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IN WITNESS WHEREOF, the undersigned
have duly executed and delivered this Agreement, or have caused this Agreement to be duly executed and delivered on their behalf.





 


	 	WILLSCOT MOBILE MINI HOLDINGS CORP.

                                                               

	 	By:	/s/ Erik Olsson
	 	 	 
	 	Date:	September 7, 2021
	 	 	 
	 	Name:	Erik Olsson
	 	Title:	Chairman of the Board of Directors
	 	
     

    

    EXECUTIVE

	 	 	 
	 	By:	/s/ Timothy Boswell
	 	 	 
	 	Date:	September 7, 2021
	 	Name:	Timothy Boswell


 


Signature page to Timothy Boswell Amended and
Restated Employment Agreement


 






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Exhibit
A


 


RELOCATION PACKAGE


 


	Home Finding – 4 nights/five days
	
    HF Trip – Airfare

    Roundtrip airfare for employee and spouse and children

	
    HF – Hotel

    Maximum of 4 nights

	
    HF Trip – Meals

    Maximum of 5 days for employee and family

	
    HF Trip – Transportation

    Maximum of 5 days

	Spouse Counseling
	Home Sale Assistance – BVO
	Home Purchase Assistance
	Household Goods Shipment
	Storage-In-Transit
	
    Auto Transport

    2 cars

	Full Unpack White Glove service
	
    Temporary Living – Lodging

    Maximum of 90 days

	Temp Living Meals
	Temp Living Return Trips 4
	
    Temporary Living – Transportation

    Maximum of 30 days

	School Assistance with an in person Destination Service Partner
	Trip for spouse and children to view schools
	Final Move Trip
	
    Final Move Trip – Airfare/Mileage

    One-way airfare for employee and three dependents

	Final Move Trip – Meals
	
    Final Move Trip – Transportation

    To and from airport

	Reimbursement of reasonable and customary expenses associated with business travel between Baltimore and Phoenix and accommodations



 






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Exhibit
B


 


FORM OF CONFIDENTIAL SEPARATION AND RELEASE
AGREEMENT


 


This Confidential Separation
and Release Agreement (“Agreement”) is Between Timothy Boswell (“Employee”) and WillScot
Corporation (the “Company”) (hereinafter the “parties”), and is entered into as of
____________. This Agreement will not become effective until the expiration of seven (7) days from Employee’s execution of this
Agreement.


 


WHEREAS, Employee has been
employed by Company and is a party to that certain Amended and Restated Employment Agreement dated ___________, 20__ Date (the “Employment
Agreement”).


 


WHEREAS, the Employee’s
employment with Company was terminated effective as of ________, 20__ (the “Termination Date”);


 


WHEREAS, Company and Employee
desire to avoid disputes and/or litigation regarding Employee’s termination from employment or any events or circumstances preceding
or coincident with the termination from employment; and


 


WHEREAS, Company and Employee
have agreed upon the terms on which Employee is willing, for sufficient and lawful consideration, to compromise any claims known and unknown
which Employee may have against Company.


 


WHEREAS, the parties desire
to settle fully and finally, in the manner set forth herein, all differences between them which have arisen, or which may arise, prior
to, or at the time of, the execution of this Agreement, including, but in no way limited to, any and all claims and controversies arising
out of the employment relationship between Employee and Company, and the termination thereof;


 


NOW, THEREFORE, in consideration
of these recitals and the promises and agreements set forth in this Agreement, Employee’s employment with Company will terminate
upon the following terms:


 


1.                  General
Release. Employee for himself or herself and on behalf of Employee’s attorneys, heirs, assigns, successors, executors, and
administrators, each in their capacity as such, IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES Company and
any current or former stockholders, directors, parent, subsidiary, affiliated, and related corporations, firms, associations, partnerships,
and entities, and their successors and assigns, each in their capacity as such, from any and all claims and causes of action whatsoever,
whether known or unknown or whether connected with Employee’s employment by Company or not, which may have arisen, or which may
arise, prior to, or at the time of, the execution of this Agreement, including, but not limited to, any claim or cause of action arising
out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (whether intentional
or released in this agreement), or under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans
with Disabilities Act, the Worker Adjustment and Retraining Notification (WARN) Act, the Older Workers Benefit Protection Act, or any
other municipal, local, state, or federal law, common or statutory, but excluding any claims with respect to the Company’s obligations
under the Employment Agreement, any claims relating to vested benefits under any Company employee benefit plan (including without limitation
any such plan subject to the Employee Retirement Income Security Act of 1974, as amended) and any claims which Employee cannot release
as a matter of applicable law. Furthermore, neither this Agreement nor the Employment Agreement shall apply to, modify or in any way
supersede obligations arising from any of (a) the terms of directors and officers insurance or (b) any indemnification agreement for
the benefit of the Employee as a result of the Employee’s position as a director or officer of the Company or one of its affiliates.
Notwithstanding anything to the contrary in this Agreement, this Agreement does not waive any claims or rights: (i) that may arise after
the date on which you sign this Agreement, including the right to enforce this Agreement; (ii) that cannot be released as a matter of
law, including your rights to COBRA, workers compensation, and unemployment insurance (the application for which shall not be contested
by the Company); and/or (iii) to accrued, vested benefits under any employee benefit, stock, savings, insurance, or pension plan of the
Company.


 






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2.                  Covenant
Not to Sue. Employee also COVENANTS NOT TO SUE, OR OTHERWISE PARTICIPATE IN ANY ACTION OR CLASS ACTION against Company or any of
the released parties based upon any of the claims released in this Agreement.


 


3.                  Severance
Terms. Upon the expiration of seven (7) days from Employee’s execution of this Agreement and provided that this Agreement has
become effective in accordance with its terms, in consideration for the promises, covenants, agreements, and releases set forth herein
and in the Employment Agreement, Company agrees to pay Employee the Severance Benefits as defined in and pursuant to the Employment Agreement
(the “Severance Benefits”).


 


4.                  
Right to Revoke. Employee may revoke this Agreement by notice to Company, in writing, received within seven (7) days of
the date of its execution by Employee (the “Revocation Period”). Employee agrees that Employee will not receive
the benefits provided by this Agreement if Employee revokes this Agreement. Employee also acknowledges and agrees that if Company has
not received from Employee notice of Employee’s revocation of this Agreement prior to the expiration of the Revocation Period, Employee
will have forever waived Employee’s right to revoke this Agreement, and this Agreement shall thereafter be enforceable and have
full force and effect.


 


5.                   Acknowledgement.
Employee acknowledges and agrees that: (a) except as to any Severance Benefits which remain unpaid as of the date of this Agreement,
no additional consideration, including salary, wages, bonuses or Equity Awards as described in the Employment Agreement, is to be paid
to him by Company in connection with this Agreement; (b) except as provided by this Agreement, Employee has no contractual right or claim
to the Severance Benefits; and, (c) payments pursuant to this Agreement shall terminate immediately if Employee materially breaches any
of the material provisions of this Agreement.


 


6.                  Non-Admissions.
Employee acknowledges that by entering into this Agreement, Company does not admit, and does specifically deny, any violation of any
local, state, or federal law.


 


7.                  Confidentiality.
Employee agrees that Employee shall not directly or indirectly disclose the terms, amount or fact of this Agreement to anyone other than
Employee’s immediate family or counsel, bankers or financial advisors, except as such disclosure may be required for accounting
or tax reporting purposes or as otherwise may be required by law.


 


8.                  Nondisparagement.
Each party agrees that it will not make any statements, written or verbal, or cause or encourage others to make any statements, written
or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices or conduct of the other including,
in the case of Company, its employees, directors and stockholders.


 


9.                  Acknowledgement
of Restrictions; Confidential Information. Employee acknowledges and agrees that Employee has continuing non-competition, non-solicitation
and non-disclosure obligations under the Employment Agreement. Employee acknowledges and reaffirms Employee’s obligation to continue
abide fully and completely with all post-employment provisions of the Employment Agreement and agrees that nothing in this Agreement
shall operate to excuse or otherwise relieve Employee of such obligations.


 


10.               
Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall
be fully severable and/or construed in remaining part to the full extent allowed by law, with the remaining provisions of this Agreement
continuing in full force and effect.


 


11.               
Entire Agreement. This Agreement, along with the Employment Agreement, constitute the entire agreement between the Employee
and Company, and supersede all prior and contemporaneous negotiations and agreements, oral or written. This Agreement cannot be changed
or terminated except pursuant to a written agreement executed by the parties.


 


12.               
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, except
where preempted by federal law.


 






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13.                Statement of Understanding. By executing this Agreement, Employee acknowledges that (a) Employee has had at least twenty-one
(21) or forty-five (45) days, as applicable in accordance with the Age Discrimination in Employment Act, as amended, (the “ADEA”)
to consider the terms of this Agreement (and any attachment necessary or desirable in accordance with the ADEA) and has considered
its terms for such a period of time or has knowingly and voluntarily waived Employee’s right to do so by executing this Agreement
and returning it to Company; (b) Employee has been advised by Company to consult with an attorney regarding the terms of this Agreement;
(c) Employee has consulted with, or has had sufficient opportunity to consult with, an attorney of Employee’s own choosing regarding
the terms of this Agreement; (d) any and all questions regarding the terms of this Agreement have been asked and answered to Employee’s
complete satisfaction; (e) Employee has read this Agreement and fully understands its terms and their import; (f) except as provided
by this Agreement, Employee has no contractual right or claim to the benefits and payments described herein; (g) the consideration provided
for herein is good and valuable; and (h) Employee is entering into this Agreement voluntarily, of Employee’s own free will, and
without any coercion, undue influence, threat, or intimidation of any kind or type whatsoever.


 


HAVING READ AND UNDERSTOOD THIS AGREEMENT, CONSULTED
COUNSEL OR VOLUNTARILY ELECTED NOT TO CONSULT COUNSEL, AND HAVING HAD SUFFICIENT TIME TO CONSIDER WHETHER TO ENTER INTO THIS AGREEMENT,
THE UNDERSIGNED HEREBY EXECUTE THIS AGREEMENT ON THE DATES SET FORTH BELOW.





 


	EMPLOYEE	WILLSCOT MOBILE MINI HOLDINGS CORP.
	 	 
	 	By:	 
	___________________________________________	 	 
	Timothy Boswell	Name:	 
	 	 	 
	Date:_____________________________________	Title:	 
	 	 	 
	 	Date:	 





 



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