Exhibit 10.1
    

    
      


    

    
      STOCK REPURCHASE AGREEMENT
    

    
      May 1, 2018
    

    
      1.  Purchase and Sale.  By signing below, the Ogawa
      Family Trust dated 7/6/98 (the “Selling Stockholder”) agrees to sell to
      CAI International, Inc. (the “Company”) an aggregate of 1,225,214 shares
      (the “Shares”) of common stock, par value $0.0001 per share, of the
      Company, and the Company, on the basis of the representations,
      warranties and agreements set forth herein and subject to the conditions
      set forth herein, agrees to purchase the Shares from the Selling
      Stockholder at a price equal to $27,947,131.34, which is calculated by
      multiplying (a) the number of Shares and (b) $22.81 per share.
    

    
      2.  Payment.  Payment for the Shares shall be made by
      wire transfer in immediately available funds to the account specified by
      the Selling Stockholder immediately following delivery or crediting of
      the Shares to an account designated by the Company.
    

    
      3.  Representations, Warranties and Agreements of the
      Selling Stockholder.  The Selling Stockholder represents and
      warrants to, and agrees with, the Company that:
    

    
         (a)  The Selling Stockholder has full right, power and authority to
      enter into this agreement and to sell, assign, transfer and deliver the
      Shares to be sold by the Selling Stockholder hereunder; this agreement,
      has been duly authorized, executed and delivered by the Selling
      Stockholder.
    

    
         (b)  The execution, delivery and performance by the Selling
      Stockholder hereof, the sale of the Shares to be sold by the Selling
      Stockholder and the consummation by the Selling Stockholder of the
      transactions contemplated herein will not (i) conflict with or result in
      a breach or violation of any of the terms or provisions of, or
      constitute a default under, or result in the creation or imposition of
      any lien, charge or encumbrance upon any property or assets of the
      Selling Stockholder pursuant to, any indenture, mortgage, deed of trust,
      loan agreement or other agreement or instrument to which the Selling
      Stockholder is a party or by which the Selling Stockholder is bound or
      to which any of the property or assets of the Selling Stockholder is
      subject or (ii) result in the violation of any law or statute or
      judgment, order, rule or regulation of any court or arbitrator or
      governmental or regulatory agency.
    

    
         (c)  The Selling Stockholder has good and valid title to the Shares,
      free and clear of all liens, encumbrances, equities or adverse claims;
      the Selling Stockholder will have, immediately prior to the closing of
      the transaction contemplated hereby, good and valid title to the Shares,
      free and clear of all liens, encumbrances, equities or adverse claims;
      and, upon delivery and transfer of the Shares and payment therefor
      pursuant hereto, good and valid title to such Shares, free and clear of
      all liens, encumbrances, equities or adverse claims, will pass to the
      Company.
    

    
         (d)  As of the date hereof, and as of the closing of the transaction
      contemplated hereby, as the case may be, the sale of the Shares by the
      Selling Stockholder is not, and will not be, prompted by any material
      non-public information concerning the Company.
    

    
         (e)  The Selling Stockholder acknowledges that none of the Company or
      its affiliates (other than the Selling Stockholder, who is currently a
      director of the Company or an affiliate of a director of the Company) or
      agents is acting as a fiduciary or financial or investment adviser to
      the Selling Stockholder, and has not given the Selling Stockholder any
      investment advice, opinion or other information on whether the transfer
      of the Shares is prudent.  The Selling Stockholder understands and
      acknowledges that the Company is not making, and has not made, any
      statement, representation or warranty to the Selling Stockholder
      concerning: (w) the fairness or adequacy of the price for the Shares;
      (x) the current or likely future value of the Shares; (y) the markets,
      business, services, management, technical or marketing capabilities,
      financial affairs or prospects of the Company; or (z) any other matter
      that has been relied upon by the Selling Stockholder or the Selling
      Stockholder’s legal counsel or advisors in assessing the value of the
      Shares or determining whether to enter into this agreement upon the
      terms and conditions set forth herein.
    

    

    

    
      
        

        

      

      
        
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      4.  Miscellaneous
    

    
         (a)  All notices and other communications hereunder shall be in
      writing and shall be deemed to have been duly given if mailed or
      transmitted and confirmed by any standard form of telecommunication.
      Notices to the Company shall be given to it at Steuart Tower, 1 Market
      Plaza, Suite 900 San Francisco, California 94105; Attention: Chief
      Financial Officer.  Notices to the Selling Stockholder shall be given to
      him at 49 Fairview Avenue, Atherton, CA 94027.
    

    
         (b)  This agreement shall be governed by and construed in accordance
      with the laws of the State of Delaware applicable to agreements made and
      to be performed in such state.
    

    
         (c)  This agreement may be signed in counterparts (which may include
      counterparts delivered by any standard form of telecommunication), each
      of which shall be an original and all of which together shall constitute
      one and the same instrument.
    

    
         (d)  No amendment or waiver of any provision hereof, nor any consent
      or approval to any departure therefrom, shall in any event be effective
      unless the same shall be in writing and signed by the parties hereto.
    

    
         (e)  Except as expressly contemplated herein, each party hereto shall
      pay its own expenses in connection with the transactions contemplated
      hereby.
    

    
         (f)  This constitutes the entire agreement and supersedes all other
      prior and contemporaneous agreements and undertakings, both written and
      oral, among the parties hereto with regard to the subject matter
      hereof.  If any one or more of the provisions contained herein, or the
      application thereof in any circumstance, is held invalid, illegal or
      unenforceable, the validity, legality and enforceability of any such
      provision in every other respect and of the remaining provisions
      contained herein shall not be affected or impaired thereby.
    

    
         (g)  This agreement shall inure to the benefit of and be binding upon
      the parties hereto and their respective successors.  Nothing herein is
      intended or shall be construed to give any other person any legal or
      equitable right, remedy or claim under or in respect hereof or any
      provision contained herein.
    

    
      [Signature Pages Follow]
    

    

    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, the parties have executed this agreement as of the
      date set forth above.
    

    
      

      


    


    	
          CAI INTERNATIONAL, INC.
        	

        
	

        	
           
        
	

        	
           
        
	

        	
           
        
	
          By:
        	
          /s/ VICTOR M. GARCIA
        	

        
	
          Name:
        	
          Victor M. Garcia
        	

        
	
          Title:
        	
          President and Chief Executive Officer
        	

        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    


    	
          SELLING STOCKHOLDER:
        	

        
	

        	
           
        
	

        	
           
        
	
          OGAWA FAMILY TRUST DATED 7/6/98
        	

        
	

        	
           
        
	

        	
           
        
	
          By:
        	
          ANDREW S. OGAWA
        	

        
	

        	
          Andrew S. Ogawa, Trustee