Exhibit 10.3


 


Equity
Commitment Letter


TDR
Capital II Holdings L.P.


20
Bentinck Street


London,
WIU 2EU


 


 


August 21, 2017


 


Double Eagle Acquisition Corp.


2121 Avenue of the Stars


Suite 2300


Los Angeles, CA 90067


 


Ladies and Gentlemen:


 


Reference is made to that certain Stock
Purchase Agreement (the “Purchase Agreement”), dated as of August 21, 2017, among Algeco/Scotsman Holding S.à
r.l. (“Algeco/Scotsman”), Algeco Scotsman Global S.à r.l. (“Algeco Global”), Algeco
Scotsman Holdings Kft. (“Algeco Holdings” and, collectively with Algeco/Scotsman and Algeco Global, the “Sellers”),
Double Eagle Acquisition Corp. (“the “Parent Acquiror”) and Williams Scotsman Holdco Corp. (the “Holdco
Acquiror” and together with the Parent Acquiror, the “Acquirors”). Capitalized terms used and not
otherwise defined herein have the meanings ascribed to them in the Purchase Agreement.


 


		1.	TDR Capital II Holdings L.P. (the “Investor”)
agrees and commits that at the Closing, subject to the terms and conditions set forth below, the Investor will, and/or will cause
one or more of its affiliates, co-investors or syndicatees to, purchase, directly or indirectly, from the Parent Acquiror, following
the redomestication of Parent Acquiror as a Delaware corporation, common equity of the Parent Acquiror, or contemporaneously with
the Closing pursuant to the Subscription Agreement, at a per share price of $9.60, in an amount in cash equal to (x) the Purchase
Price plus the amount required to satisfy Section 8.02(f) of the Purchase Agreement plus the Transaction Expenses
required to be paid on the Closing Date less (y) the Debt Financing Proceeds plus the amount of cash left in the
Trust Account as of the Closing Date, which purchase amount shall not exceed $500 million (the “Closing Date Commitment”).
Notwithstanding the foregoing, if the Closing shall occur, and the Closing Date Commitment is less than $500 million, the
Investor hereby commits, and/or will cause one or more of its affiliates, co-investors or syndicatees to, purchase, directly or
indirectly, from the Parent Acquiror, during the 12-month period immediately following the Closing Date (or such longer period
as agreed to by the Investor in the Investor’s sole discretion), solely for purposes of funding Qualifying Acquisitions
(as defined below), additional shares of the Parent Acquiror pursuant to a subscription agreement substantially in the form of
the Subscription Agreement, at a per share price of $10.00, in an amount in cash that, when combined with the Closing Date Commitment,
shall not exceed in the aggregate $500 million (the “Post-Closing Commitment” and, together with the Closing
Date Commitment, the “Total Investor Commitment”). For the avoidance of doubt: (i) the Total Investor Commitment
shall not exceed $500 million; (ii) the Closing Date Commitment shall be used solely to fund the Purchase Price and the Transaction
Expenses if and when required to be paid by the Acquirors or the Sellers in accordance with the terms and subject to the conditions
set forth herein and in the Purchase Agreement, and not for any other purpose whatsoever; (iii) the Investor will not have any
obligation under any circumstance to contribute to, purchase equity securities or other instruments of, or otherwise provide funds
to, the Parent Acquiror at any time in any amount in excess of the Total Investor Commitment; and (iv) in the event the Investor
causes one or more of its affiliates, co-investors or syndicatees to fund a portion of the Closing Date Commitment and/or Post-Closing
Commitment, the Investor or one of its controlled affiliates will fund at least the majority of such investment. For purposes
of this letter agreement, a “Qualifying Acquisition” shall mean an acquisition of a business substantially similar
to that of Williams Scotsman International, Inc., which has an enterprise value of $750 million or more, within twelve (12) months
of the Closing (or such longer period as the Investor may agree to in the Investor’s sole discretion), which has been approved
by the Board of Directors of the Parent Acquiror and, to the extent required, its shareholders.



 






    	 



    	 



    

 


		2.	The Investor’s obligations under this letter agreement
to fund the Closing Commitment is subject to the satisfaction of each of the following conditions: (a) the valid execution
and delivery of the Purchase Agreement by the parties thereto; (b) the Purchase Agreement having not been amended or modified,
or any provision thereof waived, without the prior written consent of the Investor; (c) the satisfaction or waiver (if consented
to by the Investor) of each of the conditions set forth in Sections 8.01 (other than Section 8.01(c) solely with respect
to the Equity Investment), 8.02 and 8.03 of the Purchase Agreement (other than those conditions that by their nature are to be
satisfied by actions to be taken at the Closing, but subject to the satisfaction or waiver of such conditions); and (d) the
substantially contemporaneous occurrence of the Closing of the transactions contemplated by the Purchase Agreement. The Investor’s
obligations under this letter agreement to fund the Post-Closing Commitment is subject to the satisfaction of each of the following
conditions: (a) the Closing shall have occurred and the Closing Date Commitment shall have been funded; and (b) a definitive legally
binding agreement shall have been entered into by or on behalf of the Parent Acquiror with respect to a Qualifying Acquisition.



 


		3.	All obligations under this letter agreement shall expire
automatically and immediately upon the earliest to occur of (a) the 12 month anniversary of the Closing (or such subsequent
date to which the period is extended in the Investor’s sole discretion pursuant to Section 1); (b) the valid termination
of the Purchase Agreement pursuant to Article IX thereof; and (c) the Investor having funded the Total Investor Commitment.



 


		4.	Notwithstanding anything that may be expressed or implied
in this letter agreement, no person other than the Investor shall have any obligation hereunder or in connection with the transactions
contemplated hereby and, notwithstanding that the Investor may be a partnership or limited company, no recourse hereunder or under
any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to be
made in connection herewith or therewith shall be had against any former, current or future (direct or indirect) equity holder,
controlling person, director, officer, employee, agent, affiliate, incorporator, member, manager, general or limited partner,
representative, advisor, lender or successor or assignee of the Investor or any former, current or future (direct or indirect)
equity holder, controlling person, director, officer, employee, agent, affiliate (other than the Acquirors), incorporator, member,
manager, general or limited partner, representative, advisor, lender or successor or assignee of the foregoing (such persons,
collectively, but excluding the Investor itself, the “Non-Recourse Parties”), whether by the enforcement of
any assessment or by any legal or equitable proceedings, or by virtue of any applicable Law; provided that nothing herein
shall limit the rights of any Seller against the Acquirors under the Purchase Agreement, pursuant to the terms and conditions
thereof. The parties hereto expressly agree and acknowledge that no personal liability whatsoever shall attach to, be imposed
on, or otherwise be incurred by any Non-Recourse Party, as such, for any obligations of the Investor under this letter agreement
or any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to
be made in connection herewith or therewith or for any claim based on, in respect of, or by reason of, such obligations or their
creation.



 






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		5.	This letter agreement may only be enforced by the Parent
Acquiror and, except as provided in the immediately following sentence, nothing in this letter agreement shall be construed to
confer upon or give to any other Person (including the Acquirors’ creditors) any right to enforce this letter agreement
or to cause the Parent Acquiror to enforce this letter agreement.



 


		6.	This letter agreement may not be amended or otherwise
modified without the prior written consent of the Acquirors, the Sellers and the Investor. Together with the Purchase Agreement,
this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written
or oral, between the Investor or any of its affiliates, on the one hand, and the Parent Acquiror or any of its affiliates (other
than the Investor), on the other, with respect to the transactions contemplated hereby.



 


		7.	THIS LETTER AGREEMENT SHALL BE GOVERNED AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PRINCIPLES. Each party to this
letter agreement irrevocably agrees that any action or proceeding against them arising out of or in connection with this letter
agreement or the transactions contemplated hereby or disputes relating hereto (whether for breach of contract, tortious conduct
or otherwise) shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court does not have jurisdiction,
the United States District Court for Delaware, and hereby irrevocably accepts and submits to the exclusive jurisdiction and venue
of the aforesaid courts in personam with respect to any such action or proceeding and waives to the fullest extent permitted
by Law any objection that it may now or hereafter have that any such action or proceeding has been brought in an inconvenient
forum. Each of the parties to this letter agreement consents to service of any process, summons, notice or document which may
be served in any action or proceeding in the aforementioned courts, which service may be made by certified or registered mail,
postage prepaid, or as otherwise provided in Section 100, to such party’s respective address set forth in Section
100. EACH PARTY TO THIS LETTER AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. EACH PARTY TO THIS LETTER AGREEMENT (a) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY TO THIS LETTER AGREEMENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT
AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 7.



 


		8.	This letter agreement shall be treated as confidential
and is being provided to the Parent Acquiror solely in connection with the Purchase Agreement and may not be used, circulated,
quoted or otherwise referred to in any document (other than the Purchase Agreement), except with the prior written consent of
the Investor or as required by applicable law, regulation or the rules of any securities exchange. Notwithstanding the foregoing,
the existence and a summary description of this letter agreement may be disclosed in connection with the Parent Acquiror’s
reporting and disclosure obligations pursuant to the Securities Act and the Exchange Act.



 






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		9.	This letter agreement shall inure to the benefit of and
be binding upon the Parent Acquiror and the Investor. Nothing in this letter agreement, express or implied, is intended to, nor
does it, confer (a) upon any person other than the Parent Acquiror and the Investor any rights or remedies under, or by reason
of, or any rights to enforce or cause the Parent Acquiror to enforce, the Commitment or any provisions of this letter agreement
or (b) upon any Person any rights or remedies against any Person other than the Parent Acquiror and the Investor (and their
respective permitted assignees) under or by reason of this letter agreement; provided, that the Non-Recourse Parties are
express third-party beneficiaries of Section 4 of this letter agreement and shall be entitled to enforce the provisions
of Section 4. Without limiting the foregoing, the Acquirors’ creditors shall have no right to specifically enforce
this letter agreement or to cause the Parent Acquiror to enforce this letter agreement.



 


		10.	All notices required to be given hereunder, including,
without limitation, service of process, shall be sufficient if in writing, and sent by email (provided that any notice
received by email or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local
time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable
national overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested
and first-class postage prepaid), addressed as follows:



 


if to the Investor:


 


TDR Capital II Holdings
L.P., acting by its Manager


20 Bentinck Street


London, WIU 2EU


Attn: General Counsel
of the Manager


Email: notifications@tdrcapital.com


 


with a copy to:


 


Allen & Overy LLP


1221 Avenue of the Americas


New York, NY 10020


Attention: William Schwitter


E-mail: william.schwitter@allenovery.com


 


or to such other address as any
party shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so telecommunicated,
personally delivered or received. Any party to this letter agreement may notify any other party of any changes to the address or
any of the other details specified in this Section 10.


 


If to the Parent Acquiror, as
provided in Section 10.04 of the Purchase Agreement.


 


		11.	This letter agreement may be executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute
one and the same instrument.



 


[Signature page follows]


 




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	 	 	 	Very truly yours,	 
	 	 	 	 	 	 
	 	 	 	TDR CAPITAL II HOLDINGS L.P.
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By:	/s/ Manjit Dale	 
	 	 	 	 	Name: Manjit Dale for and on behalf of TDR Capital LLP
	 	 	 	 	Title: Founding Partner
	 	 	 	 	 	 
	Accepted and agreed

as of the date first written
above:	 	 	 	 
	 	 	 	 	 	 
	DOUBLE EAGLE ACQUISITION CORP.	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Jeff Sagansky	 	 	 	 
	 	Name: Jeff Sagansky	 	 	 
	 	Title: President and Chief Executive Officer	 	 	 
	 	 	 	 	 	 



 



    	[Signature
                                         Page to Equity Commitment Letter]