Exhibit 4.1


 


	
  NUMBER

  	
   

  	
  SHARES

  
	
   

  	
  **                     **

  
	
   

  	
   

  
	
   

  	
  CERTIFICATE

  	
  CUSIP

  
	
   

  	
  G79978
  105

  
					



 


INCORPORATED
UNDER THE LAWS OF BERMUDA


 


SeaCube Container Leasing
Ltd.


(the “Company”)


 


Par Value $0.01 COMMON SHARE


 


See Reverse for

Certain Definitions


 


This is to Certify that                                                                                                                                      
is the registered holder of                                                                                                                                        
fully paid and non-assessable common shares of par value US$0.01 each of
the share capital of the Company, subject to the memorandum of association and
the bye-laws of the Company and transferable in accordance therewith. This
Certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.


 


Witness, the facsimile signatures
of the Company’s duly authorized officers.


 


Dated


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECRETARY

  	
   

  	
   

  	
  CHIEF EXECUTIVE OFFICER

  



 

















 


THE COMPANY WILL FURNISH TO ANY SHAREHOLDER UPON
REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES,
CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO
DIVIDENDS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE SHARES
OF EACH CLASS AUTHORIZED TO BE ISSUED AND, WITH RESPECT TO THE CLASSES OF
SHARES WHICH MAY BE ISSUED IN SERIES, THE DIFFERENCES IN THE RELATIVE
RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES, TO THE EXTENT THEY
HAVE BEEN SET. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE COMPANY AT
ITS REGISTERED OFFICE OR TO THE TRANSFER AGENT.


 


The following abbreviations, when
used in the inscription on the face of this certificate, shall be construed as
though they were written out in full according to applicable laws or
regulations:


 


	
  TEN COM

  	
  - as tenants in common

  	
  UNIF TRANSFERS MIN ACT-............Custodian............

  
	
   

  	
   

  	
   

  	
  (Cust)

  	
  (Minor)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TEN ENT

  	
  - as tenants by the entireties

  	
  under Uniform Transfers to Minors Act.....................................................

  
	
   

  	
   

  	
  (State)

  
	
   

  	
   

  	
   

  
	
  JT TEN

  	
  -as joint tenants with right of survivorship and
  not as tenants in common

  	
   

  
	
   

  	
  Additional abbreviations may also be used though
  not in the above list

  



 


For value received                   
hereby sell, assign and transfer unto


 


	
  PLEASE INSERT SOCIAL SECURITY OR OTHER

  IDENTIFYING NUMBER OF ASSIGNEE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

   

  
	
   

  
	
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
  INCLUDING POSTAL ZIP CODE OF ASSIGNEE)

  
	
   

   

  
	
   

  



 


                                                                                                                                                                         
                        Shares
represented by within Certificate, and do hereby irrevocably constitute and appoint                            
    
                
                                                                        Attorney to transfer the said Shares on the books of the within
named Company with full power of substitution in the premises.


 


	
  Dated 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  In presence of

  	
   

  



 


NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.