Exhibit 10.2


 


FORM OF INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (“Agreement”),
dated as of _______, 2020 is by and between WillScot Mobile Mini Holdings Corp., a Delaware corporation (the “Company”)
and ___________________________ (the “Indemnitee”). This Agreement supersedes and replaces in its entirety any
previous indemnification agreement entered into between the Company or any of its predecessors, and the Indemintee.


 


WHEREAS, Indemnitee is [a director/an
officer] of the Company/the Company expects Indemnitee to join the Company as [a director/an officer];


 


WHEREAS, both the Company and Indemnitee
recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;


 


WHEREAS, the board of directors of the Company
(the “Board”) has determined that enhancing the ability of the Company to retain and attract as directors and
officers the most capable persons is in the best interests of the Company and that the Company therefore should seek to assure
such persons that indemnification and insurance coverage is available; and


 


WHEREAS,
in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s
[continued] service as a [director/officer] of the Company and to enhance Indemnitee’s ability to serve the Company in an
effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective
of, among other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “Constituent
Documents”), any change in the composition of the Board or any change in control or business combination transaction
relating to the Company), the Company wishes to provide in this Agreement for the indemnification of, and the advancement of Expenses
(as defined in Section 1(f) below) to, Indemnitee as set forth in this Agreement and for the coverage of
Indemnitee under the Company’s directors’ and officers’ liability insurance policies.


 


NOW, THEREFORE, in consideration of the
foregoing and the Indemnitee’s agreement to [continue to] provide services to the Company, the parties agree as follows:


 


		1.	Definitions. For purposes of this Agreement, the following terms shall have the following
meanings:



 


		a)	“Beneficial Owner” has the meaning given to the term “beneficial owner”
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).



 


		b)	“Change in Control” means a change in control of the Company occurring after
the date of this Agreement of a nature that would be required to be reported under the Exchange Act, whether or not the Company
is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed
to have occurred if after the date of this Agreement:



 


		i.	any Person, other than a Permitted Holder, is or becomes the Beneficial Owner, directly or indirectly,
of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities
without the prior approval of at least two-thirds of the members of the Board in office immediately prior to such person attaining
such percentage interest;



 


		ii.	the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a
proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute
less than a majority of the Board thereafter; or



 


		iii.	during any period of two consecutive years, individuals who at the beginning of such period constituted
the Board (including for this purpose any new director whose election or nomination for election by the Company’s stockholders
was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such
period) cease for any reason to constitute at least a majority of the Board.



 






     


     


    

 


		c)	“Claim” means:



 


		i.	any threatened, pending or completed action, suit, proceeding or alternative dispute resolution
mechanism, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal,
state or other law; or



 


		ii.	any inquiry, hearing or investigation that the Indemnitee determines might lead to the institution
of any such action, suit, proceeding or alternative dispute resolution mechanism.



 


		d)	“Delaware Court”
shall have the meaning ascribed to it in Section 9(e) below.



 


		e)	“Disinterested Director” means a director of the Company who is not and was
not a party to the Claim in respect of which indemnification is sought by Indemnitee.



 


		f)	“Expenses” means any and all expenses, including reasonable attorneys’
and experts’ fees, retainers, court costs, transcript costs, travel expenses, duplicating, printing and binding costs, telephone
charges, and all other costs and expenses incurred in connection with investigating, defending, being a witness in or participating
in (including on appeal), or preparing to defend, be a witness or participate in, any Claim. Expenses also shall include (i) Expenses
incurred in connection with any appeal resulting from any Claim, including without limitation the premium, security for, and other
costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 5
only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights
under this Agreement, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee
or the amount of judgments or fines against Indemnitee.



 


		g)	“Expense Advance”
means any payment of Expenses advanced to Indemnitee by the Company pursuant to Section 4 or Section 5 hereof.



 


		h)	“Indemnifiable Event” means any event or occurrence, whether occurring before,
on or after the date of this Agreement, related to the fact that Indemnitee is or was a director, officer, employee or agent of
the Company or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee,
member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other
entity or enterprise (collectively with the Company, “Enterprise”) or by reason of an action or inaction by
Indemnitee in any such capacity (whether or not serving in such capacity at the time any Loss is incurred for which indemnification
can be provided under this Agreement).



 


		i)	“Independent Counsel” means a law firm, or a member of a law firm, that is experienced
in matters of corporation law and neither presently performs, nor in the past five years has performed, services for either: (i) the
Company or Indemnitee (other than in connection with matters concerning Indemnitee under this Agreement or of other indemnitees
under similar agreements) or (ii) any other party to the Claim giving rise to a claim for indemnification hereunder. Notwithstanding
the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement.



 


		j)	“Losses” means any and all Expenses, damages, losses, liabilities, judgments,
fines, penalties (whether civil, criminal or other), ERISA excise taxes, amounts paid or payable in settlement, including any interest,
assessments, and all other charges paid or payable in connection with investigating, defending, being a witness in or participating
in (including on appeal), or preparing to defend, be a witness or participate in, any Claim.



 


		k)	“Permitted Holder” means (i) TDR Capital LLP (a limited liability company
organized under the laws of England and Wales, having its registered office at 20 Bentinck, LondonW1U 2EU and being registered
with Companies House under number OC302604); (ii) TDR Capital LLP’s affiliates; (iii) TDR Capital II Holdings LP
and any other fund (including, without limitation, any unit trust, investment trust, limited partnership or general partnership)
which is advised by, or the assets of which are managed (whether solely or jointly with others) from time to time by, TDR Capital
LLP or TDR Capital II Holdings LP; and/or (iv) any other fund (including, without limitation, any unit trust, investment trust,
limited partnership or general partnership) of which TDR Capital LLP or TDR Capital II Holdings LP (or a group undertaking for
the time being of TDR Capital II Holdings LP), or TDR Capital II Holdings LP’s general partner, trustee or nominee, is a
general partner, manager, adviser, trustee or nominee.



 






     


     


    

 


		l)	“Person” means any individual, corporation, firm, partnership, joint venture,
limited liability company, estate, trust, business association, organization, governmental entity or other entity and includes
the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act.



 


		m)	Standard of Conduct
Determination” shall have the meaning ascribed to it in Section 9(b) below..



 


		n)	“Voting Securities” means any securities of the Company that vote generally
in the election of directors.



 


		2.	Services to the Company. Indemnitee agrees to [serve/continue to serve] as a director or
officer of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders [his/her] resignation
or is no longer serving in such capacity. This Agreement shall not be deemed an employment agreement between the Company (or any
of its subsidiaries or Enterprise) and Indemnitee. Indemnitee specifically acknowledges that [his/her] [employment with/service
to] the Company or any of its subsidiaries or Enterprise is at will and the Indemnitee may be discharged at any time for any reason,
with or without cause, except as may be otherwise provided in any written employment agreement between Indemnitee and the Company
(or any of its subsidiaries or Enterprise), other applicable formal severance policies duly adopted by the Board or, with respect
to service as a director or officer of the Company, by the Company’s Constituent Documents or Delaware law.



 


		3.	Indemnification.
Subject to Section 9 and Section 10 of this Agreement, the Company shall indemnify Indemnitee, to the fullest
extent permitted by the laws of the State of Delaware in effect on the date hereof, or as such laws may from time to time hereafter
be amended to increase the scope of such permitted indemnification, against any and all Losses if Indemnitee was or is or becomes
a party to or participant in, or is threatened to be made a party to or participant in, any Claim by reason of or arising in part
out of an Indemnifiable Event, including, without limitation, Claims brought by or in the right of the Company, Claims brought
by third parties, and Claims in which the Indemnitee is solely a witness.



 


		4.	Advancement of Expenses. Indemnitee shall have the right to advancement by the Company,
prior to the final disposition of any Claim by final adjudication to which there are no further rights of appeal, of any and all
Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Claim arising out of an Indemnifiable Event.
Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the
generality or effect of the foregoing, within 20 days after any request by Indemnitee, the Company shall, in accordance with such
request, (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay
such Expenses, or (c) reimburse Indemnitee for such Expenses. In connection with any request for Expense Advances, Indemnitee
shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise
jeopardize attorney-client privilege. In connection with any request for Expense Advances, Indemnitee shall execute and deliver
to the Company an undertaking (which shall be accepted without reference to Indemnitee’s ability to repay the Expense Advances)
to repay any amounts paid, advanced, or reimbursed by the Company for such Expenses to the extent that it is ultimately determined,
following the final disposition of such Claim, that Indemnitee is not entitled to indemnification hereunder. Indemnitee’s
obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.



 


		5.	Indemnification for
Expenses in Enforcing Rights. To the fullest extent allowable under applicable law, the Company shall also indemnify against,
and, if requested by Indemnitee, shall advance to Indemnitee subject to and in accordance with Section 4, any Expenses
actually and reasonably paid or incurred by Indemnitee in connection with any action or proceeding by Indemnitee for (a) indemnification
or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement, or under any other agreement
or provision of the Constituent Documents now or hereafter in effect relating to Claims relating to Indemnifiable Events, and/or
(b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company. However,
in the event that Indemnitee is ultimately determined not to be entitled to such indemnification or insurance recovery, as the
case may be, then all amounts advanced under this Section 5 shall be repaid. Indemnitee shall be required to reimburse the
Company in the event that a final judicial determination is made that such action brought by Indemnitee was frivolous or not made
in good faith.



 


		6.	Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for a portion of any Losses in respect of a Claim related to an Indemnifiable Event but not for the total amount
thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.



 






     


     


    

 


		7.	Notification and Defense of Claims.



 


		a)	Notification of Claims. Indemnitee shall notify the Company in writing as soon as practicable
of any Claim which could relate to an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief
description (based upon information then available to Indemnitee) of the nature of, and the facts underlying, such Claim. The failure
by Indemnitee to timely notify the Company hereunder shall not relieve the Company from any liability hereunder unless such failure
materially prejudices the Company.



 


		b)	Defense of Claims. The Company shall be entitled to participate in the defense of any Claim
relating to an Indemnifiable Event at its own expense and, except as otherwise provided below, to the extent the Company so wishes,
it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee
of its election to assume the defense of any such Claim, the Company shall not be liable to Indemnitee under this Agreement or
otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Claim
other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own
legal counsel in such Claim, but all Expenses related to such counsel incurred after notice from the Company of its assumption
of the defense shall be at Indemnitee’s own expense; provided, however, that if (i) Indemnitee’s employment of
its own legal counsel has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict
of interest between Indemnitee and the Company in the defense of such Claim, (iii) after a Change in Control, Indemnitee’s
employment of its own counsel has been approved by the Independent Counsel or (iv) the Company shall not in fact have employed
counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more
than one law firm plus, if applicable, local counsel in respect of any such Claim) and all Expenses related to such separate counsel
shall be borne by the Company.



 


		8.	Procedure upon Application
for Indemnification. In order to obtain indemnification pursuant to this Agreement, Indemnitee shall submit to the Company
a written request therefor, including in such request such documentation and information as is reasonably available to Indemnitee
and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final
disposition of the Claim. Indemnification shall be made insofar as the Company determines Indemnitee is entitled to indemnification
in accordance with Section 9 below.



 


		9.	Determination of Right to Indemnification.



 


		a)	Mandatory Indemnification; Indemnification as a Witness.



 


		i.	To the extent that Indemnitee
shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable Event or any portion
thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee
shall be indemnified against all Losses relating to such Claim in accordance with Section 3 to the fullest extent allowable
by law.



 


		ii.	To the extent that Indemnitee’s involvement in a Claim relating to an Indemnifiable Event
is to prepare to serve and serve as a witness, and not as a party, the Indemnitee shall be indemnified against all Losses incurred
in connection therewith to the fullest extent allowable by law.



 


		b)	Standard of Conduct.
To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event
that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct
under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such
Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”)
shall be made as follows:



 


		i.	if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors,
even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the
Disinterested Directors, even though less than a quorum or (C) if there are no such Disinterested Directors, by Independent
Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and



 






     


     


    

 


		ii.	if a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing,
by a majority vote of the Disinterested Directors, even if less than a quorum of the Board or (B) otherwise, by Independent
Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee.



 


The Company shall indemnify and
hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee any
and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard of Conduct Determination.


 


		c)	Making the Standard
of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination
required under Section 9(b) to be made as promptly as practicable. If the person or persons designated to make
the Standard of Conduct Determination under Section 9(b) shall not have made a determination within 60 days after the
later of (A) receipt by the Company of a written request from Indemnitee for indemnification pursuant to Section 8 (the
date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination
is to be made by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided
that such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons making
such determination in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement
shall be required to be made prior to the final disposition of any Claim.



 


		d)	Payment of Indemnification. If, in regard to any Losses:



 


		i.	Indemnitee shall be entitled
to indemnification pursuant to Section 9(a);



 


		ii.	no Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee
hereunder; or



 


		iii.	Indemnitee has been determined
or deemed pursuant to Section 9(b) or Section 9(c) to have satisfied the Standard of Conduct Determination,



 


then the Company shall pay to
Indemnitee, within ten days after the later of (A) the Notification Date or (B) the earliest date on which the applicable
criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.


 


		e)	Selection of Independent
Counsel for Standard of Conduct Determination. If a Standard of Conduct Determination is to be made by Independent Counsel
pursuant to Section 9(b)(i), the Independent Counsel shall be selected by the Board of Directors, and the Company shall
give written notice to Indemnitee advising [him/her] of the identity of the Independent Counsel so selected. If a Standard of Conduct
Determination is to be made by Independent Counsel pursuant to Section 9(b)(ii), the Independent Counsel shall be selected
by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so
selected. In either case, Indemnitee or the Company, as applicable, may, within seven days after receiving written notice
of selection from the other, deliver to the other a written objection to such selection; provided, however, that such objection
may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition
of “Independent Counsel” in Section 1(i), and the objection shall set forth with particularity the factual basis
of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If such
written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as
Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit;
and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to
the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the
provisions of the two immediately preceding sentences, the introductory clause of this sentence and numbered clause (i) of
this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately
preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing
provisions of this Section 9(e) to make the Standard of Conduct Determination shall have been selected within 20 days
after the Company gives its initial notice pursuant to the first sentence of this Section 9(e) or Indemnitee gives its
initial notice pursuant to the second sentence of this Section 9(e), as the case may be, either the Company or Indemnitee
may petition the Court of Chancery of the State of Delaware (“Delaware Court”) to resolve any objection which
shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or to appoint as Independent
Counsel a person to be selected by the Court or such other person as the Court shall designate, and the person or firm with respect
to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company
shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s
determination pursuant to Section 9(b).



 






     


     


    

 


		f)	Presumptions and Defenses.



 


		i.	Indemnitee’s Entitlement to Indemnification. In making any Standard of Conduct Determination,
the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct
and is entitled to indemnification, and the Company shall have the burden of proof to overcome that presumption and establish that
Indemnitee is not so entitled. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee
in the Delaware Court. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee
has not satisfied any applicable standard of conduct may be used as a defense to any legal proceedings brought by Indemnitee to
secure indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee
has not met any applicable standard of conduct.



 


		ii.	Reliance as a Safe Harbor. For purposes of this Agreement, and without creating any presumption
as to a lack of good faith if the following circumstances do not exist, Indemnitee shall be deemed to have acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company if Indemnitee’s
actions or omissions to act are taken in good faith reliance upon the records of the Company, including its financial statements,
or upon information, opinions, reports or statements furnished to Indemnitee by the officers or employees of the Company or any
of its subsidiaries in the course of their duties, or by committees of the Board or by any other Person (including legal counsel,
accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other Person’s professional
or expert competence and who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge
and/or actions, or failures to act, of any director, officer, agent or employee of the Company shall not be imputed to Indemnitee
for purposes of determining the right to indemnity hereunder.



 


		iii.	No Other Presumptions. For purposes of this Agreement, the termination of any Claim by judgment,
order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent,
will not create a presumption that Indemnitee did not meet any applicable standard of conduct or have any particular belief, or
that indemnification hereunder is otherwise not permitted.



 


		iv.	Defense to Indemnification and Burden of Proof. It shall be a defense to any action brought
by Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Losses incurred
in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible
under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any
related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable
standard of conduct shall be on the Company.



 


		10.	Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary,
the Company shall not be obligated to:



 


		a)	indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated
by Indemnitee, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not
by way of defense, except:



 


		i.	proceedings referenced
in Section 5 above (unless a court of competent jurisdiction determines that each of the material assertions made by
Indemnitee in such proceeding was not made in good faith or was frivolous); or



 






     


     


    

 


		ii.	where the Company has joined in or the Board has consented to the initiation of such proceedings.



 


		b)	indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such
indemnification is prohibited by applicable law.



 


		c)	indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee
of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute.



 


		d)	indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of
any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized
by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements
under Section 304 of the Sarbanes-Oxley Act of 2002 in connection with an accounting restatement of the Company or the payment
to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the
Sarbanes-Oxley Act).



 


		11.	Settlement of Claims. The Company shall not be liable to Indemnitee under this Agreement
for any amounts paid in settlement of any threatened or pending Claim related to an Indemnifiable Event effected without the Company’s
prior written consent, which shall not be unreasonably withheld. The Company shall not settle any Claim related to an Indemnifiable
Event in any manner that would impose any Losses on the Indemnitee without the Indemnitee’s prior written consent.



 


		12.	Duration. All agreements and obligations of the Company contained herein shall continue
during the period that Indemnitee is a director or officer of the Company (or is serving at the request of the Company as a director,
officer, employee, member, trustee or agent of another Enterprise) and shall continue thereafter (i) so long as Indemnitee
may be subject to any possible Claim relating to an Indemnifiable Event (including any rights of appeal thereto) and (ii) throughout
the pendency of any proceeding (including any rights of appeal thereto) commenced by Indemnitee to enforce or interpret his or
her rights under this Agreement, even if, in either case, he or she may have ceased to serve in such capacity at the time of any
such Claim or proceeding.



 


		13.	Non-Exclusivity. The rights of Indemnitee hereunder will be in addition to any other rights
Indemnitee may have under the Constituent Documents, the General Corporation Law of the State of Delaware, any other contract or
otherwise (collectively, “Other Indemnity Provisions”); provided, however, that (a) to the extent that
Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will
be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision
which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee
will be deemed to have such greater right hereunder.



 


		14.	Liability Insurance. For the duration of Indemnitee’s service as a [director/officer]
of the Company, and thereafter for so long as Indemnitee shall be subject to any pending Claim relating to an Indemnifiable Event,
the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative
to the cost thereof) to continue to maintain in effect policies of directors’ and officers’ liability insurance providing
coverage that is at least substantially comparable in scope and amount to that provided by the Company’s current policies
of directors’ and officers’ liability insurance. In all policies of directors’ and officers’ liability
insurance maintained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the
same rights and benefits as are provided to the most favorably insured of the Company’s directors, if Indemnitee is a director,
or of the Company’s officers, if Indemnitee is an officer (and not a director) by such policy. Upon request, the Company
will provide to Indemnitee copies of all directors’ and officers’ liability insurance applications, binders, policies,
declarations, endorsements and other related materials.



 


		15.	No Duplication of Payments. The Company shall not be liable under this Agreement to make
any payment to Indemnitee in respect of any Losses to the extent Indemnitee has otherwise received payment under any insurance
policy, the Constituent Documents, Other Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the Company
hereunder.



 


		16.	Subrogation. In the event of payment to Indemnitee under this Agreement, the Company shall
be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee. Indemnitee shall execute all papers
required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary
to enable the Company effectively to bring suit to enforce such rights.



 






     


     


    

 


		17.	Amendments. No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be binding
unless in the form of a writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall
operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.
Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute
a waiver thereof.



 


		18.	Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs and
personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase,
merger, consolidation or otherwise) to all, substantially all or a substantial part of the business and/or assets of the Company,
by written agreement in form and substances satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.



 


		19.	Severability. The provisions of this Agreement shall be severable in the event that any
of the provisions hereof (including any portion thereof) are held by a court of competent jurisdiction to be invalid, illegal,
void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.



 


		20.	Notices. All notices, requests, demands and other communications hereunder shall be in writing
and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, by postage prepaid, certified or
registered mail:



 


		a)	if to Indemnitee, to the address set forth on the signature page hereto.



 


		b)	if to the Company, to:



 


WillScot Corporation


Attn:
General Counsel & Corporate Secretary


901 S. Bond Street,
Suite 600


Baltimore, MD 21231


 


Notice of change of
address shall be effective only when given in accordance with this Section. All notices complying with this Section shall
be deemed to have been received on the date of hand delivery or on the third business day after mailing.


 


		21.	Governing Law and Forum. This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving
effect to its principles of conflicts of laws. The Company and Indemnitee hereby irrevocably and unconditionally: (a) agree
that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and
not in any other state or federal court in the United States, (b) consent to submit to the exclusive jurisdiction of the Delaware
Court for purposes of any action or proceeding arising out of or in connection with this Agreement, and (c) waive, and agree
not to plead or make, any claim that the Delaware Court lacks venue or that any such action or proceeding brought in the Delaware
Court has been brought in an improper or inconvenient forum.



 


		22.	Headings. The headings of the sections and paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation thereof.



 


		23.	Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall for all purposes be deemed to be an original, but all of which together shall constitute one and the same Agreement.



 






     


     


    

 


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


 


	   	WillScot Mobile Mini Holdings Corp.  
	 	 
	 	 
	   	By:	              
	 	 
	 	Name:
	 	 
	 	Title:  
	 	 
	 	 
	   	INDEMNITEE  
	 	 
	 	 
	   	 
	 	 
	 	Name:
	 	 
	 	Address: