SPONSOR SHAREHOLDERS AGREEMENT (WARBURG PINCUS)
BY AND AMONG
TRITON INTERNATIONAL LIMITED
AND
THE SPONSOR SHAREHOLDERS PARTY HERETO
THE COMPANY SHARES (AS DEFINED HEREIN) ISSUED TO THE SPONSOR SHAREHOLDERS PARTY
HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD, UNLESS THEY HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS
AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY MAY BE REQUESTED BY THE COMPANY TO THE EFFECT THAT SUCH OFFER OR
SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT).
Dated as of November 9, 2015
As amended on July 11, 2016
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND INTERPRETATION
2
Section 1.01.Certain Definitions
2
Section 1.02.Other Interpretive Provisions
7
ARTICLE II CORPORATE GOVERNANCE
8
Section 2.01.Board of Directors
8
Section 2.02.Composition of the Board
8
Section 2.03.Committees
10
Section 2.04.Insurance; Indemnification.
11
Section 2.05.Charter; Bye-laws
12
Section 2.06.ERISA Matters
12
Section 2.07.Voting Agreement
12
ARTICLE III TRANSFERS
13
Section 3.01.Limitations on Transfer.
13
Section 3.02.Transfers to Affiliates and other Permitted Transferees
15
Section 3.03.Transfers to Tulip Growth PCC Limited.
15
Section 3.04.Legends
15
ARTICLE IV COVENANTS; REGISTRATION RIGHTS
16
Section 4.01.Standstill
16
Section 4.02.Sponsor Shareholders Restricted Activities
17
Section 4.03.Confidentiality
18
Section 4.04.Registration Rights
19
ARTICLE V REPRESENTATIONS AND WARRANTIES
20
Section 5.01.Representations and Warranties of the Parties
20
ARTICLE VI MISCELLANEOUS
21
Section 6.01.Termination
21
Section 6.02.Notices
21
Section 6.03.Amendments
22
Section 6.04.Governing Law
22
Section 6.05.Consent to Jurisdiction
23
Section 6.06.Waiver of Jury Trial
23
Section 6.07.Entire Agreement
23
Section 6.08.Waivers
23
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TABLE OF CONTENTS
(continued)
Page
Section 6.09.Corporate Opportunity
24
Section 6.10.Sponsor Shareholder Group
24
Section 6.11.Severability
24
Section 6.12.Further Assurances
24
Section 6.13.Counterparts; Electronic Signatures
24
Section 6.14.Third Party Beneficiaries
24
Section 6.15.No Third Party Liability
24
Section 6.16.Binding Effect; Assignment
25
Section 6.17.Enforcement
25
Section 6.18.Exculpation Among Sponsor Shareholders
25
Section 6.19.Subsequent Acquisition of Company Securities
25
Section 6.20.Effectiveness
25
Exhibits and Schedules:
EXHIBIT A
SPONSOR SHAREHOLDERS
EXHIBIT B
JOINDER TO SPONSOR SHAREHOLDERS AGREEMENT
EXHIBIT C
RESTRICTED EXECUTIVES
EXHIBIT D
TARGET SENIOR EXECUTIVES
EXHIBIT E
MEMORANDUM OF ASSOCIATION
EXHIBIT F
FORM OF BYE-LAWS
EXHIBIT G
REGISTRATION RIGHTS
EXHIBIT H
FORM OF INDEMNIFICATION AGREEMENT
EXHIBIT I
FORM OF MANAGEMENT RIGHTS AGREEMENT
Schedule 2.02(b)
DIRECTORS OF THE COMPANY
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SPONSOR SHAREHOLDERS AGREEMENT (WARBURG PINCUS)
This SPONSOR SHAREHOLDERS AGREEMENT (WARBURG PINCUS) (this "Agreement"), dated
as of November 9, 2015, is entered into by and among Triton International
Limited, a Bermuda exempted company incorporated with limited liability (the
"Company"), and each of the shareholders of the Company whose name appears on
Exhibit A hereto (each, a "Sponsor Shareholder" and, together with the Company,
the "Parties").
WITNESSETH:
WHEREAS, the Company, Triton Container International Limited, an exempted
company incorporated with limited liability under the laws of Bermuda
("Triton"), TAL International Group, Inc., a Delaware corporation ("TAL"), Ocean
Delaware Sub, Inc., a Delaware corporation ("Delaware Sub") and Ocean