Exhibit 10.20


 


RESTRICTED SHARE EXCHANGE AGREEMENT


 


This Restricted Share Exchange Agreement
(this “Agreement”) is entered into as of April 23, 2010, by and
among Seacastle Inc., a Marshall Islands corporation (“Seacastle”),
SeaCube Container Leasing Ltd., a Bermuda exempted company and an indirect
wholly-owned subsidiary of Seacastle (the “Company”), Seacastle
Operating Company Ltd. (f/k/a FIF III CLI Holding Limited), a Bermuda exempted
company (“Operating”), Container Leasing International, LLC, a New York
limited liability company (“CLI”), and Lisa Leach (the “Management
Investor”).


 


WHEREAS, as of the date hereof, the
Management Investor is the holder of 13,806 unvested restricted shares of
common stock of Seacastle (the “Seacastle Restricted Shares”);


 


WHEREAS, the Management Investor desires to
exchange the Seacastle Restricted Shares for 7,978 common shares, par value
$0.01 per share (the “Common Shares”), of the Company (the “SeaCube
Restricted Shares”), and the Company desires to issue and deliver to the
Management Investor the SeaCube Restricted Shares, all as set forth herein; and


 


WHEREAS, Seacastle desires to cancel the
Seacastle Restricted Shares on the date hereof , all as set forth herein and in
consideration for the cancellation of the Seacastle Restricted Shares,
Seacastle agrees and undertakes to pay on demand US$79.78 to the Company,
representing the par value of the SeaCube Restricted Shares (the “Seacastle
Payment”).


 


NOW, THEREFORE, in consideration of the
foregoing, and the representations and warranties and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.                                       Exchange of
Shares.


 


(a)                                  The Management Investor hereby waives all of his or her
right, title and interest, legal or equitable, in and to the Seacastle
Restricted Shares and acknowledges and agrees that the Management Investor
shall no longer have any rights with respect thereto.


 


(b)                                 In consideration for the Seacastle Payment, the Company
hereby agrees to issue and allot to the Management Investor, and the Management
Investor hereby accepts, on the date hereof, the SeaCube Restricted Shares,
which the Management Investor agrees to take subject to the terms and
conditions of this Agreement, the Memorandum of Association and the Bye-Laws of
the Company.


 


2.                                       Vesting of
SeaCube Restricted Shares.


 


(a)                                  Subject to the terms of Section 2(b) and the other
terms and provisions of this Agreement, the SeaCube Restricted Shares shall
vest as follows, provided that the Management Investor is still employed by CLI
and its affiliates on such date:


 

















 


	
   

  	
  Vesting
  Date

  	
   

  	
  Amount of SeaCube

  Restricted Shares

  	
   

  	
   

  
	
   

  	
  February 15, 2011

  	
   

  	
  100

  	
  %

  	
   

  



 


(b)                                 Without limiting any of the other terms and provisions of
this Agreement, the SeaCube Restricted Shares shall be subject to the following
terms:


 


(i)                                     If (A) the Management Investor’s employment is
terminated by CLI other than for Cause (as defined below) or the Management
Investor terminates her employment with CLI for Good Reason (as defined below)
and (B) a release reasonably acceptable to the Company is executed by the
Management Investor within thirty (30) days after the date of such termination
and becomes effective in accordance with its terms, the Management Investor
will immediately vest (upon the date that such waiver and general release
becomes non-revocable) as the owner of the SeaCube Restricted Shares that would
have vested under Section 2(a) on the next succeeding vesting date.


 


(ii)                                  In the event the Management Investor’s employment is
terminated by CLI and its affiliates other than for Cause within twelve (12)
months after a Change of Control, the Management Investor will immediately vest
as the owner of all SeaCube Restricted Shares that have not theretofore vested
prior to the date of such termination.


 


(iii)                               Except as provided in clauses (i) and (ii) of this Section 2(b),
all of the unvested SeaCube Restricted Shares shall be automatically forfeited
upon the Management Investor ceasing to be an employee of CLI and its
affiliates for any reason.


 


(iv)                              For purposes of clarification, except as otherwise expressly
provided in this Agreement, the Management Investor will have all of the rights
of a shareholder with respect to all of the SeaCube Restricted Shares granted
hereunder, including, without limitation, the right to vote such shares
(subject to Section 2(b)(vi) below) and the right to receive all
dividends or other distributions with respect to such shares, both prior to and
after the lapse and removal of the vesting restrictions set forth herein.


 


(v)                                 The SeaCube Restricted Shares granted hereunder shall be
registered in the Management Investor’s name, but the certificates evidencing
such SeaCube Restricted Shares shall be retained by the Company during the
period prior to the vesting of such shares as set forth herein.  The Management Investor shall execute a share
transfer in the form of Exhibit A attached hereto, in blank, with
respect to such SeaCube Restricted Shares and deliver the same to the
Company.  Upon vesting in accordance with
the terms of this Agreement, the SeaCube Restricted Shares shall be issued to
the Management Investor free and clear of all liens, other than restrictions
and legends required pursuant to federal and state securities laws and the
terms of this Agreement.


 


(vi)                              To the fullest extent permitted by applicable law, the
Management Investor hereby appoints Operating as the Management Investor’s
proxy with respect to all unvested SeaCube Restricted Shares of which the
Management Investor may be the record holder from time to time to (A) attend
all meetings of the holders of the Common 


 


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Shares, with full power to vote and act for the Management
Investor with respect to such SeaCube Restricted Shares in the same manner and
extent that the Management Investor might were the Management Investor
personally present at such meetings, and (B) execute and deliver, on
behalf of the Management Investor, any written consent in lieu of a meeting of
the holders of the Common Shares in the same manner and extent that the
Management Investor might but for the proxy granted pursuant to this
sentence.  The proxy hereby granted by the
Management Investor is coupled with an interest and is, and shall be,
irrevocable by the Management Investor until any such unvested SeaCube
Restricted Shares vest in accordance with the terms of this Agreement, in which
case such proxy shall automatically terminate with respect to such vested
SeaCube Restricted Shares.  Operating
shall have full power to substitute another person as the Management Investor’s
proxy and to revoke the appointment of any such substitute proxy.  Concurrently herewith, the Management
Investor is hereby executing and delivering to the Company an irrevocable proxy
in the form of Exhibit B attached hereto, and the Management
Investor hereby agrees that the Management Investor shall execute and deliver
any further instrument, and take all other actions, reasonably requested by
Operating from time to time to evidence or otherwise give effect to the
provisions of this Section 2(b)(vi).


 


(c)                                  Anything herein to the contrary notwithstanding, the SeaCube
Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated
or otherwise disposed of, alienated or encumbered (each such action, a “Transfer”) until the applicable restrictions set forth
herein are removed or expire or are expressly waived by the Company in writing,
and any additional requirements or restrictions contained in this Agreement
have been satisfied, terminated or expressly waived by the Company in writing.


 


(d)                                 In connection with the payment of any dividends,
distributions or other type of payment to the Management Investor in respect of
the SeaCube Restricted Shares, the Company or its affiliates shall be entitled
to deduct any taxes or other amounts required by any governmental authority to
be withheld and paid over to such authority for the Management Investor’s
account.


 


(e)                                  For the purposes of this Agreement, the following terms have
the respective meanings set forth below:


 


(i)                                     “Act” means the Securities Act of 1933, as amended.


 


(ii)                                  An “affiliate” of, or a person “affiliated”
with, a specified person, is a person that directly, or indirectly through one
or more intermediaries, controls, or is controlled by, or is under common
control with, the person specified.


 


(iii)                               A termination for “Cause” shall
mean termination of the Management Investor’s employment with CLI or any of its
affiliates as a result of any of the following:


 


(a)                                  the Management Investor commits any act of fraud, intentional
misrepresentation or serious misconduct in connection with the business of CLI
or 


 


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any of its affiliates, including, but not limited to,
falsifying any documents or agreements (regardless of form); or


 


(b)                                 the Management Investor materially violates any rule or
policy of CLI or any of its affiliates (I) for which violation an employee
may be terminated pursuant to the written policies of CLI or any of its
affiliates reasonably applicable to such an employee or (II) which
violation results in material damage to CLI or any of its affiliates or (III) which,
after written notice to do so, the Management Investor fails to correct within
a reasonable time; or


 


(c)                                  the Management Investor willfully breaches or habitually
neglects any material aspect of the Management Investor’s duties assigned to
the Management Investor by CLI or any of its affiliates, which assignment was
reasonable in light of the Management Investor’s position with CLI or its
subsidiaries (all of the foregoing duties, “Duties”);
or


 


(d)                                 the Management Investor fails, after written notice,
adequately to perform any Duties and such failure is reasonably likely to have
an adverse impact upon CLI or any of its affiliates or the operations of any of
them; or


 


(e)                                  the Management Investor materially fails to comply with a
direction from the Managers Committee (or other similar body) of CLI or any of
its affiliates with respect to a material matter, which direction was
reasonable in light of the Management Investor’s position with CLI or its
subsidiaries; or


 


(f)                                    while employed by CLI or its subsidiaries, and without the
written approval of the Chief Executive Officer of CLI (or, in case the
Management Investor is such Chief Executive Officer, approval of CLI’s Managers
Committee (or other similar body)), the Management Investor performs services
for any other corporation or person which competes with CLI or any of its
subsidiaries or otherwise violates Section 4 hereof; or


 


(g)                                 the Management Investor is convicted by a court of competent
jurisdiction of a felony (other than a traffic or moving violation) or any
crime involving dishonesty; or


 


(h)                                 any other action or condition that may result in termination
of an employee for cause pursuant to any generally applied standard, of which
standard the Management Investor knew or reasonably should have known, adopted
in good faith by the Managers Committee (or other similar body) of CLI or any
of its subsidiaries from time to time but prior to such action or condition; or


 


(i)                                     any willful breach by the Management Investor of her
fiduciary duties as a director of CLI or any of its affiliates.


 


In the
event that there is a dispute between the Management Investor and the Company
or any of its affiliates as to whether “Cause” for termination exists:  (x) such termination 


 


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shall
nonetheless be effective and (y) such dispute shall be subject to
arbitration in New York, New York using the commercial rules of the
American Arbitration Association.


 


(iv)                              “Change of Control” means an event or series of events
by which Operating directly or indirectly legally or beneficially owns less
than 50% of the voting stock (or other equity interest) of CLI, in each case
adjusted pursuant to any stock (or share) split, stock (or share) dividend,
recapitalization or reclassification of the capital of the Company; provided,
however, that a “Change of Control” shall not be deemed to occur:


 


(a)                                  upon an acquisition, merger, amalgamation, continuation into
another jurisdiction or other business combination involving CLI, including the
sale of all or substantially all of the assets of CLI (each, a “Business
Combination”), if Operating collectively (I) directly or indirectly
legally or beneficially owns at least 30% of the voting stock (or other equity
interest) of CLI or the surviving/acquiring entity, as the case may be, and (II) continues
to be the largest shareholder (or other holder of equity) of CLI or the
surviving/acquiring entity, as the case may be, following such Business
Combination, and a “Change of Control” will not result after any such Business
Combination so long as the conditions set forth in clauses (I) and (II) continue
to be satisfied; or


 


(b)                                 (I) upon an IPO (without regard to the percentage of
voting stock (or other equity interest) of CLI directly or indirectly legally
or beneficially owned by Operating immediately after such IPO) or (II) without
limiting clause (I), if at any time following an IPO Operating collectively
directly or indirectly legally or beneficially owns at least 30% of the voting
stock (or other equity interest) of CLI and is the largest shareholder (or
other holder of equity) of CLI.


 


(v)                                 “Fair Market Value” of each Common Share shall be
determined as of the time of the event requiring valuation of Common Shares
hereunder by the Board of Directors of the Company in good faith; provided,
however, that such determination shall be based upon the Company as a
going concern and shall not discount the value of such shares either because
they are subject to the restrictions set forth in this Agreement or because
they constitute only a minority interest in the Company.


 


(vi)                              The Management Investor will be treated as having terminated
her employment with CLI for “Good Reason”
if the Management Investor resigns as an employee of CLI following the
thirtieth (30th) day after the later of (x) the occurrence of any of the
following events which has not been cured prior to such resignation and (y) the
Management Investor providing written notice of such event(s) to the
Company and CLI:


 


(a)                                  any reduction in the Management Investor’s title; or


 


(b)                                 any reduction in the Management Investor’s base salary (other
than an across-the-board reduction that applies to all employees or solely to
senior executives of CLI); or


 


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(c)                                  during the one-year period following any Change of Control, any
material diminution in the Management Investor’s duties, authorities or
responsibilities that are materially adversely inconsistent with the Management
Investor’s position immediately prior to such Change of Control; or


 


(d)                                 during the one-year period following any Change of Control,
any requirement by CLI that the Management Investor’s principal place of work
be moved to a location more than thirty-five (35) miles away from the location
of the Management Investor’s principal place of work immediately prior to such
Change of Control; or


 


(e)                                  during the one-year period following any Change of Control,
the failure of any successor to the Company or CLI (if any), whether direct or
indirect and whether by merger, acquisition, consolidation or otherwise, to assume
in writing delivered to the Management Investor, the obligations of the Company
or CLI, as the case may be, under this Agreement.


 


(vii)                           “IPO” means a firmly underwritten initial public
offering pursuant to a registration statement declared effective under the
Securities Act of 1933, as amended, covering the offer and sale of CLI common
stock (or other equity interest) for the account of CLI to the public generally
in which the net proceeds to CLI are not less than US$50,000,000.


 


(f)                                    Bonus Restricted Shares.  The Company hereby agrees to grant to the
Management Investor, from time to time, as determined by the Company and CLI in
their sole discretion, Common Shares (the “Bonus Restricted Shares”) in
satisfaction of up to fifty percent (50%) (as determined by the Company and CLI
in their sole discretion) of CLI’s annual performance bonus award, if any, paid
to the Management Investor at CLI’s sole discretion (the “Performance Bonus”).  The tranche of Bonus Restricted Shares (if
any) for a calendar year shall be granted to the Management Investor as of the
date on which the cash portion of the Performance Bonus, if any, for such
performance year is paid to the Management Investor.  The number of Bonus Restricted Shares (if
any) to be granted to the Management Investor for a performance year shall
equal (i) the product of (A) the aggregate dollar amount of the
Performance Bonus (if any) for such year and (B) the percentage of such
Performance Bonus (if any) determined by the Company and CLI in their sole discretion
to be paid in Common Shares (which in no event shall be greater than fifty
percent (50%) of the value of the Performance Bonus), divided by (ii) the
Fair Market Value per Common Share on the date of grant (which such quotient
shall be rounded up or down, as applicable, to the nearest whole number).  The Bonus Restricted Shares will be subject
to the terms and conditions of a definitive grant agreement by and between the
Company and the Management Investor, which will provide, among other things, that
one-third (1/3) of the Bonus Restricted Shares granted with respect to a
performance year shall vest on each of the first three anniversaries of the
date of grant of such Bonus Restricted Shares, generally subject to the
Management Investor’s continued employment with CLI on the applicable vesting
date, but subject to accelerated vesting in the same manner as set forth in Section 2(b) hereof.


 


6

















 


3.                                       Management Investor Representations; Legends on Certificates.


 


(a)                                  Investment Risk.  The Management Investor represents and
acknowledges that:  (i) as a result
of the Management Investor’s (A) existing relationship with the Company
and (B) experience in financial matters, the Management Investor is
properly able (on his/her own) to evaluate the capital structure of the Company
and its subsidiaries, the business of the Company and its subsidiaries and the
risks inherent therein; (ii) the Management Investor has been given the
opportunity to obtain any additional information or documents from and to ask
questions, and receive answers of, the officers and representatives of the
Company and its subsidiaries to the extent necessary to evaluate the merits and
risks related to an investment in the Company; (iii) the Management
Investor has been and will be, to the extent the Management Investor deems
necessary, advised by legal counsel of the Management Investor’s choice at
Management Investor’s expense in connection with this Agreement; and (iv) the
acquisition of the SeaCube Restricted Shares hereunder will be consistent, in
both nature and amount, with the Management Investor’s overall investment
program and financial condition, and the Management Investor’s financial
condition will be such that the Management Investor will be able to bear the
economic risk of holding unregistered Common Shares for which there is no
market and to suffer a complete loss of the Management Investor’s investment
therein.  The Management Investor further
acknowledges that investment in the SeaCube Restricted Shares involves
significant risks and that these risks include, without limitation, the fact
that the Company has a leveraged financial structure.


 


(b)                                 Investment.


 


(i)                                     The Management Investor represents and warrants that:  (A) the SeaCube Restricted Shares will
be acquired for the Management Investor’s own account for investment, without
any present intention of selling or further distributing the same, and the
Management Investor will not have any reason to anticipate any change in the
Management Investor’s circumstances or any other particular occasion or event
which would cause the Management Investor to sell any of such Common Shares;
and (B) the Management Investor is fully aware that in agreeing to issue
such Common Shares to the Management Investor the Company will be relying upon
the truth and accuracy of these representations and warranties.  The Management Investor agrees that she will
not Transfer any Common Shares held by such Management Investor prior to an
IPO, except in accordance with the terms of this Agreement.  Any such Transfer must be in compliance with
the Act, the rules and regulations of the Securities and Exchange
Commission thereunder, the relevant state securities laws applicable to the
Management Investor’s action, the bye-laws of the Company, Bermuda law and the
terms of this Agreement.


 


(ii)                                  The Management Investor acknowledges that no trading market
for the Common Shares exists currently and may not exist at any time in the
future (if at all) and that, as a result, the Management Investor may be unable
to sell any of the Common Shares acquired hereunder for an indefinite
period.  Further, the Company has no
obligation to register any of the Common Shares for sale or resale under the
Act or any other applicable law (including any “blue sky” law).


 


(iii)                               The Management Investor acknowledges and agrees that nothing
herein, including the opportunity to make an investment in the Company, shall
be deemed to 


 


7

















 


create any implication concerning the adequacy of the
Management Investor’s services to CLI, the Company or any of their respective
affiliates, nor shall be construed as an agreement by CLI, the Company or any
of their respective affiliates, express or implied, to (A) employ the
Management Investor or contract for the Management Investor’s services or (B) restrict
the right of CLI to discharge the Management Investor or cease contracting for
the Management Investor’s services or (C) modify, extend or otherwise
affect in any manner whatsoever the terms of any employment agreement or
contract for services which may exist (on the date hereof or in the future)
between the Management Investor and the Company or any of its affiliates.


 


4.                                       Restrictive
Covenants. The Management Investor acknowledges that during
the period of her employment with CLI or any of its affiliates, she shall have
access to secret and confidential information, knowledge or data relating to
CLI and its affiliates, and their respective businesses, and will meet and
develop relationships with potential and existing suppliers, financing sources,
clients, customers and employees of CLI and its affiliates.


 


(a)                                  Noncompetition; Nonsolicitation.  The Management
Investor agrees that during the period of her employment with CLI or any of its
subsidiaries and (x) for the one (1) year period immediately
following termination of such employment for Cause or due to the resignation or
retirement by the Management Investor (other than for Good Reason) or (y) the
six (6) month period immediately following termination of such employment
other than for Cause or termination of such employment for Good Reason, the
Management Investor shall not:


 


(i)                                     directly or indirectly (whether as principal, agent,
independent contractor, partner, member, manager, officer, director or
otherwise) own, manage, operate, control, participate in, perform services for,
make any investment in or otherwise carry on, any business similar to or
competitive with any business engaged in or conducted by CLI or any of its
subsidiaries, or any business that the Company or any of its subsidiaries
proposes to engage in or conduct, at such time, including the business of
leasing (as lessor) shipping containers to customers for maritime purposes; or


 


(ii)                                  directly or indirectly, engage in the recruiting, soliciting
or inducing of any nonclerical employee or employees of CLI or its affiliates
to terminate their employment with, or otherwise cease their relationship with,
CLI or any of its affiliates, or in hiring or assisting another person or
entity to hire any nonclerical employee of CLI or any of its affiliates or any
person who within six months before had been a nonclerical employee of CLI or
any of its affiliates and were recruited or solicited for such employment or
other retention while an employee of CLI or any of its affiliates (other than
any of the foregoing activities engaged in with the prior written approval of
CLI or such affiliate); or


 


(iii)                               directly or indirectly solicit, induce or encourage or attempt
to persuade any agent, supplier or customer of CLI or any subsidiary of CLI to
terminate such agency or business relationship;


 


provided, that,
notwithstanding the foregoing, the Management Investor shall not be bound by
the terms of this Section 4(a) if at any time prior to the earlier to
occur of (A) an IPO or (B) a firmly underwritten initial public
offering pursuant to a registration statement declared effective under the
Securities Act of 1933, as amended, covering the offer and sale of the Company’s
common stock (or other equity interest) for the account of the Company to the
public generally in which the net proceeds to the Company are not less than
US$50,000,000, (i) the Management Investor is terminated by CLI other than
for Cause or the Management Investor terminates her employment with CLI for
Good Reason and (ii) all of (1) the SeaCube Restricted Shares which
become vested hereunder and (2) the Common Shares then held by the
Management Investor that were previously granted as restricted shares of common
stock of Seacastle are not repurchased by the Company.


 


Nothing contained in this
Agreement shall limit or otherwise affect the ability of the Management
Investor to own not more than 1.0% of the outstanding capital stock of any
entity 


 


8

















 


that is engaged in a
business competitive with the Company or any of its subsidiaries, provided that
such investment is a passive investment and such Management Investor is not
directly or indirectly involved in the management or operation of such business
or otherwise providing consulting services to such business.


 


(b)                                 Disparaging Comments.  The Management Investor agrees that during
the period of his or her employment with CLI or any of its affiliates and thereafter,
the Management Investor shall not make any disparaging or defamatory comments
regarding CLI or any of its affiliates or, after termination of his or her
employment relationship with CLI or any of its affiliates, make any comments
concerning any aspect of the termination of their relationship.  The obligations of the Management Investor
under this subparagraph shall not apply to disclosures required by applicable
law, regulation or order of any court or governmental agency.


 


Nothing
contained in this Section 4 shall limit any common law or statutory
obligation that the Management Investor may have to CLI or any of its
affiliates.  For purposes of this Section 4
and Section 2, “CLI” refers to CLI and any incorporated or unincorporated
affiliates of CLI, including any entity which becomes the Management Investor’s
employer as a result of any Business Transaction, reorganization or
restructuring of CLI for any reason.  CLI
shall be entitled, in connection with its tax planning or other reasons, to
terminate the Management Investor’s employment (which termination shall not be
considered a termination without Cause for purposes of this Agreement or
otherwise) in connection with an invitation from another affiliate of CLI to
accept employment with such affiliate in which case the terms and conditions
hereof shall apply to the Management Investor’s employment relationship with
such entity mutatis mutandis.


 


(c)                                  Confidentiality.  During employment and following termination
of employment, the Management Investor will hold and keep confidential all
secret and confidential information, knowledge or data relating to CLI and its
affiliates, and their respective businesses, including any confidential
information as to customers of CLI and its affiliates (i) obtained by the
Management Investor during employment by CLI or its affiliates and (ii) not
otherwise public knowledge or known within the applicable industry.  The Management Investor shall not, without
prior written consent of CLI, unless compelled pursuant to the order of a court
or other governmental or legal body having jurisdiction over such matter,
communicate or divulge any such information, knowledge or data to anyone other
than CLI and those designated by it.  In
the event the Management Investor is compelled by order of a court or other
governmental or legal body to communicate or divulge any such information,
knowledge or data to anyone other than the foregoing, the Management Investor
will promptly notify CLI of any such order and will cooperate fully with CLI in
protecting such information to the extent possible under applicable law.  Upon termination of employment with CLI and
its affiliates, or at any time as CLI may request, the Management Investor will
promptly deliver to CLI, as requested, all documents (whether prepared by CLI,
an affiliate of CLI, the Management Investor or a third party) relating to CLI,
an affiliate of CLI or any of their businesses or property which the Management
Investor may possess or have under the Management Investor’s direction or
control other than documents provided to the Management Investor as a
participant in any employee benefit plan, policy or program of CLI or any
agreement by and between the Management Investor and CLI or any of its
affiliates with regard to the Management Investor’s employment or severance.


 


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5.                                       Notices.  All notices or other communications under
this Agreement shall be given in writing and shall be deemed duly given and
received on the third full business day following the day of the mailing
thereof by registered or certified mail or when delivered personally or sent by
facsimile transmission as follows:


 


(a)                                  if to CLI, at its principal executive offices at the time of
the giving of such notice, or at such other place as CLI shall have designated
by notice as herein provided to the Management Investor;


 


(b)                                 if to the Management Investor, at the address of the
Management Investor as it appears on the signature page to this Agreement
or at such other place as the Management Investor shall have designated by
notice as herein provided to the Company;


 


(c)                                  if to the Company, at its principal executive offices at the
time of the giving of such notice, or at such other place as the Company shall
have designated by notice as herein provided to the Management Investor;


 


(d)                                 if to Operating or Seacastle, at Fortress Investment Group
LLC, 1345 Avenue of the Americas, 46th Floor, New York, New York 10105,
Attention: Randal A. Nardone, or at such other place as such person shall have
designated by notice as herein provided to the Management Investor.


 


6.                                       Specific
Performance, Forfeiture, Right to Repurchase.


 


(a)                                  Specific Performance.  Due to the fact that the securities of the
Company cannot be readily purchased or sold in the open market and because
damages to the Company and its affiliates will be difficult to ascertain and
remedies at law to the Company and its affiliates will be inadequate and for
other reasons, the parties will be irreparably damaged in the event that this
Agreement is not specifically enforced. 
In the event of a breach or threatened breach of the terms, covenants
and/or conditions of this Agreement by any of the parties hereto, the other
parties shall, in addition to all other remedies, be entitled (without any bond
or other security being required) to a temporary and/or permanent injunction,
without showing any actual damage or that monetary damages would not provide an
adequate remedy, and/or a decree for specific performance, in accordance with
the provisions hereof.


 


(b)                                 Forfeiture, Right to Repurchase.  The Management
Investor acknowledges that if (x) the Management Investor breaches any
term or condition contained in Section 4 of this Agreement and (y) CLI
provides the Management Investor with written notice of such breach, all of the
SeaCube Restricted Shares that have not vested prior to the date of such notice
shall be automatically forfeited, and be deemed to have been repurchased by the
Company at a purchase price of zero dollars, upon the giving of such notice.


 


7.                                       Miscellaneous.


 


(a)                                  This Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof and may not be modified or
amended except by a written agreement signed by the Company, Seacastle, CLI,
Operating and the Management Investor.


 


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(b)           In
the event any capital stock of the Company or any other corporation shall be
distributed on, with respect to, or in exchange for Common Shares of the
Company as a stock (or share) dividend, stock (or share) split, spin-off,
reclassification or recapitalization in connection with any merger,
amalgamation, continuation into another jurisdiction or reorganization, the
restrictions, rights and options set forth in this Agreement shall apply with
respect to such other capital stock to the same extent as they are, or would
have been applicable, to the Common Shares acquired hereunder on, or with
respect to, which such other capital stock was distributed.


 


(c)           No
waiver of any breach or default hereunder shall be considered valid unless in
writing, and no such waiver shall be deemed a waiver of any subsequent breach
or default of the same or similar nature. 
Anything in this Agreement to the contrary notwithstanding, any waiver,
consent or other instrument under or pursuant to this Agreement signed by, or
binding upon, the Management Investor shall be valid and binding upon any and
all persons or entities (other than the Company and its affiliates) who may, at
any time, have or claim any rights under or pursuant to this Agreement in
respect of the SeaCube Restricted Shares.


 


(d)           Except
as otherwise expressly provided herein, this Agreement shall be binding upon
and inure to the benefit of the Company, Seacastle, Operating, CLI and their
respective affiliates, and their respective successors and assigns and the
Management Investor and the Management Investor’s heirs, personal
representatives, successors and assigns; provided, however, that
nothing contained herein shall be construed as granting the Management Investor
the right to Transfer any of the SeaCube Restricted Shares, except in
accordance with this Agreement and any transferee shall hold the SeaCube
Restricted Shares having only those rights and being subject to the
restrictions provided for in this Agreement.


 


(e)           Any
provision hereof that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.  To the fullest extent permitted by applicable
law, the parties hereby waive any provision of law that may render any
provision hereof prohibited or unenforceable in any respect.


 


(f)            Should
any party to this Agreement be required to commence any litigation concerning
any provision of this Agreement or the rights and duties of the parties
hereunder, the prevailing party in such proceeding shall be entitled, in
addition to such other relief as may be granted, to the reasonable attorneys’
fees and court costs incurred by reason of such litigation.


 


(g)           The
section headings contained herein are for the purposes of convenience only and
are not intended to define or limit the contents of said sections.


 


(h)           Words
in the singular shall be read and construed as though in the plural and words
in the plural shall be read and construed as though in the singular in all
cases where they would so apply.  Words
herein of any gender are deemed to include each other gender.


 


11

















 


(i)            This
Agreement may be executed by the parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same agreement, and all
signatures need not appear on any one counterpart.


 


(j)            The
Management Investor hereby irrevocably consents and agrees that, except as
provided in the last sentence of Section 2(e)(iii) of this Agreement,
any legal action, suit or proceeding against it with respect to its obligations
or liabilities or any other matter under or arising out of or in connection
with this Agreement shall be brought in the United States District Court of the
Southern District of New York or in the courts of the State of New York,
sitting in New York County and, by execution and delivery of this Agreement,
the Management Investor, to the fullest extent permitted by applicable law,
hereby (i) irrevocably accepts and submits to the exclusive jurisdiction
of each of the aforesaid courts, in person,
generally and unconditionally with respect to any such action, suit or
proceeding, (ii) agrees not to commence any such action, suit or
proceeding in any jurisdiction other than those of the aforesaid courts, (iii) waives
any objection to the laying of venue of any such action, suit or proceeding
therein, (iv) agrees not to plead or claim that such action, suit or
proceeding has been brought in an inconvenient forum and (v) consents to
service of process in connection with an such action, suit or proceeding by the
delivery of notice to such Management Investor’s address set forth in this
Agreement.


 


(k)           This
Agreement shall be governed by and construed and enforced in accordance with
the laws of the State of New York, without regard to any choice-of-law rules thereof
which might apply the laws of any other jurisdiction.


 


(l)            WAIVER
OF JURY TRIAL.  EACH PARTY HEREBY
WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.  EACH PARTY ALSO WAIVES ANY BOND OR SURETY OR
SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH
PARTY.  THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MIGHT BE FILED IN
ANY COURT AND THAT MAY RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT,
INCLUDING ALL COMMON LAW AND STATUTORY CLAIMS. 
EACH PARTY FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS
WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS
JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH SUCH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT
BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, MODIFICATIONS, SUPPLEMENTS OR RESTATEMENTS HEREOF.  IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE
FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


[Signature page follows]


 


12

















 


IN WITNESS WHEREOF, the parties have executed
this Restricted Share Exchange Agreement as of the first date written above.


 


 


	
   

  	
  SEACUBE
  CONTAINER LEASING LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph Kwok

  	 

	
   

  	
   

  	
  Name:
  

  	
  Joseph
  Kwok

  	 

	
   

  	
   

  	
  Title:
  

  	
  Chief
  Executive Officer 

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  
	
   

  	
  SEACASTLE
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gregg F. Carpene

  	 

	
   

  	
   

  	
  Name:
  

  	
  Gregg
  F. Carpene

  	 

	
   

  	
   

  	
  Title:
  

  	
  General
  Counsel, Secretary

  	 

	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SEACASTLE
  OPERATING COMPANY LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gregg F. Carpene

  	 

	
   

  	
   

  	
  Name:
  

  	
  Gregg
  F. Carpene

  	 

	
   

  	
   

  	
  Title:
  

  	
  Vice
  President

  	 

	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CONTAINER
  LEASING INTERNATIONAL, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph Kwok

  	 

	
   

  	
   

  	
  Name:
  

  	
  Joseph
  Kwok

  	 

	
   

  	
   

  	
  Title:
  

  	
  Chief
  Executive Officer 

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  
	
   

  	
  /s/
  Lisa Leach 

  
	
   

  	
  Lisa Leach 

  



 


13

















 


Exhibit A


 


SHARE
TRANSFER


 


FOR VALUE RECEIVED, Lisa
Leach hereby sells, assigns and transfers unto                                                                 
(            )
Common Shares of SeaCube Container Leasing Ltd. (the “Company”)
standing in his/her name on the books of said Company represented by
Certificate No(s).                    
herewith, and does hereby irrevocably constitute and appoint                                       
as attorney-in-fact to transfer the shares on the books of said Company with
full power of substitution in the premises.


 


Dated:
April 23, 2010


 


 


	
  Signed
  by:

  	
   

  	
  In
  the presence of:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Lisa Leach

  	
   

  	
  /s/

  
	
  Lisa
  Leach

  	
   

  	
  Witness

  



 

















 


Exhibit B


 


Irrevocable Proxy pursuant to


Section 2(b)(vi) of the


Restricted Share Exchange Agreement


Dated April 23, 2010 (the “Agreement”)


 


Proxy


 


SeaCube Container Leasing Ltd. (the “Company”)


 


As
of the date first set forth in the Agreement, I, Lisa Leach, being a
shareholder of the Company, HEREBY APPOINT Seacastle Operating Company Ltd. to
be my proxy for and in my name, place and stead to attend all meetings of the
shareholders of the Company and to vote any and all shares in the Company at
the time standing in my name and to exercise all consensual rights in respect
of such shares (including, without limitation, giving or withholding written
consents of shareholders and calling special general meetings of shareholders)
within the scope and pursuant to terms set out in Section 2(b)(vi) of
the Agreement.


 


	
  Signed
  this 23rd day of April, 2010

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Lisa Leach

  	
   

  	
   

  
	
  Name: Lisa Leach