RESTRICTED SHARE EXCHANGE AGREEMENT

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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (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:

(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

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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 ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 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

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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]

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

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Exhibit A

SHARE TRANSFER

FOR VALUE RECEIVED, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 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

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, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, being a shareholder of the Company, HEREBY APPOINT Seacastle Operating Company Ltd. to be my proxy for and in my name, place and ▇▇▇▇▇ 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.