Exhibit
10.19


 


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 Stephen P. Bishop (the “Management
Investor”).


 


WHEREAS, as of the date hereof, the
Management Investor is the holder of 52,029 unvested restricted shares of
common stock of Seacastle (the “Seacastle Restricted Shares”);


 


WHEREAS, the Management Investor desires to
exchange the Seacastle Restricted Shares for 30,064 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$300.64 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

  	
   

  	
   

  
	
   

  	
  January 1, 2011

  	
   

  	
  20

  	
  %

  	
   

  
	
   

  	
  January 1, 2012

  	
   

  	
  20

  	
  %

  	
   

  
	
   

  	
  January 1, 2013

  	
   

  	
  20

  	
  %

  	
   

  
	
   

  	
  January 1, 2014

  	
   

  	
  20

  	
  %

  	
   

  
	
   

  	
  January 1, 2015

  	
   

  	
  20

  	
  %

  	
   

  



 


(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 other than for death or Disability, the Management
Investor’s employment is terminated by CLI without Cause or the Management
Investor terminates his employment with CLI for Good Reason, upon the
Management Investor’s execution of a general release of claims in a form
satisfactory to CLI within sixty (60) days following the date of termination
and the expiration of the applicable revocation period, 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 other than for Cause or the Management Investor terminates
his employment with CLI for Good Reason within twelve (12) months after a
Change of Control, upon the Management Investor’s execution of a general
release of claims in a form satisfactory to CLI within sixty (60) days
following the date of termination, and the expiration of the applicable
revocation period, 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 


 


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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 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.


 


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(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 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 30 days; 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 any of
its affiliates (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
a material 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
specific directive from the Managers Committee (or similar body) of CLI or any
of its affiliates with respect to a material matter, which directive is made
specifically to Management Investor and was reasonable in light of the
Management Investor’s position with CLI or any of its subsidiaries; or


 


(f)                                    while employed by CLI or its subsidiaries, and without the
written approval of the Chief Executive Officer of CLI, the Management Investor
performs services for any other corporation or person which competes with CLI
or any of its affiliates or otherwise violates Section 2 or 3 of the Management
Investor’s Employment Agreement with CLI, dated March 25, 2010 (“Employment
Agreement”); 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


 


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(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 affiliates from time to time but prior to such action or condition; or


 


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


 


(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)                                 “Disability” means that the Management Investor (i) is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, or (ii) is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under an accident
and health plan, or disability plan, covering employees of CLI or any of its
affiliates.


 


(vi)                              “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 


 


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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.


 


(vii)                          The Management Investor will be treated as having terminated
his employment with CLI for “Good Reason” if the Management Investor
resigns as an employee of CLI following the sixtieth (60th) day after the
occurrence of any of the following events, which has not been cured within
thirty (30) days of the Management Investor providing written notice of such
event(s) to CLI:


 


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


 


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


 


(c)                                  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 resignation by the Management Investor; provided,
however, a requirement by CLI that the Management Investor’s principal place of
work be moved to anywhere within the greater New York area (including Princeton
and Park Ridge, New Jersey) shall not entitle the Management Investor to resign
for Good Reason; or


 


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


 


(viii)        “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 any Performance Bonus (as defined in that certain
Employment Agreement, dated March 25, 2010 between the Management Investor and
CLI (the “Employment Agreement”)) (if any) paid to the Management
Investor.  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 (as
set forth in the 


 


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Employment Agreement) 
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.


 


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 he or she
will not Transfer any Common Shares held by such Management Investor prior to
an IPO, except 


 


7

















 


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 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.                                       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.


 


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5.                                       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 2 or 3 of the Employment Agreement, or any other
noncompetition or other restrictive covenant then applicable to the Management
Investor, and (y) the Company 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.


 


6.                                       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.


 


(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 


 


9

















 


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.


 


(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 agrees that, subsequent to any
termination of his employment, he will continue to cooperate with the Company
and CLI in the prosecution and/or defense of any claim in which the Company or
CLI may have an interest (with the right of reimbursement for reasonable
out-of-pocket expenses (including reasonable attorneys’ fees) actually
incurred) which may include, without limitation, being available to participate
in any proceeding involving the Company or CLI, permitting interviews with
representatives of the Company or CLI, appearing for depositions and trial
testimony, and producing and/or providing any documents or names of other
persons with relevant information in the Management Investor’s possession or
control arising out of his employment in a reasonable time, place and manner.


 


(k)                                  The Management Investor hereby irrevocably consents and
agrees that 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


 


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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.


 


(l)            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.


 


(m)          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]


 


11

















 


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/
  Lisa Leach

  
	
   

  	
   

  	
  Name:
  

  	
  Lisa
  Leach

  
	
   

  	
   

  	
  Title:
  

  	
  Vice
  President and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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/
  Lisa Leach

  
	
   

  	
   

  	
  Name:
  

  	
  Lisa
  Leach

  
	
   

  	
   

  	
  Title:
  

  	
  Vice
  President and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Stephen P. Bishop

  
	
   

  	
  Stephen P. Bishop

  



 


12

















 


Exhibit
A


 


SHARE
TRANSFER


 


FOR VALUE RECEIVED, Stephen
P. Bishop 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/
  Stephen P. Bishop

  	
   

  	
  /s/
  

  
	
  Stephen
  P. Bishop

  	
   

  	
  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, Stephen P. Bishop, 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/
  Stephen P. Bishop

  	
   

  
	
  Name:
  Stephen P. Bishop