Common use of Acquired for Investment Clause in Contracts

Acquired for Investment. (i) The Management Investor represents and warrants that: (A) Restricted Shares will be acquired for his own account for investment, without any present intention of selling or further distributing the same, and he does not have any reason to anticipate any change in his circumstances or any other particular occasion or event which would cause him to sell any of such Common Stock; and (B) he is fully aware that in agreeing to grant such Common Stock to him, the Company and SCT Chassis will be relying upon the truth and accuracy of these representations and warranties. The Management Investor agrees that he will not Transfer any Restricted Shares prior to an IPO, except to a Related Transferee in accordance with the terms of this Agreement or as otherwise may be permitted or required under 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 and the terms of this Agreement. (ii) The Management Investor acknowledges that no trading market for the Common Stock exists currently and that there is no assurance that one will exist at any time in the foreseeable future (if at all) and that, as a result, the Management Investor may be unable to sell any of the Common Stock acquired hereunder for an indefinite period. Further, SCT Chassis has no obligation to register, and Seacastle has no obligation to register, any of the Common Stock (including any of the Restricted 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 provisions of Section 1 of this Agreement or the opportunity to make an investment in SCT Chassis, shall be deemed to create any implication concerning the adequacy of the Management Investor’s services to the Company or any of its affiliates.

Acquired for Investment. (i) The Management Investor represents and warrants that: (A) Restricted Shares will be acquired for his own account for investment, without any present intention of selling or further distributing the same, and he does not have any reason to anticipate any change in his circumstances or any other particular occasion or event which would cause him to sell any of such Common Stock; and (B) he is fully aware that in agreeing to grant such Common Stock to him, the Company and SCT Chassis will be relying upon the truth and accuracy of these representations and warranties. The Management Investor agrees that he will not Transfer any Restricted Shares prior to an IPO, except to a Related Transferee in accordance with the terms of this Agreement or as otherwise may be permitted or required under 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 and the terms of this Agreement. (ii) The Management Investor acknowledges that no trading market for the Common Stock exists currently and that there is no assurance that one will exist at any time in the foreseeable future (if at all) and that, as a result, the Management Investor may be unable to sell any of the Common Stock acquired hereunder for an indefinite period. Further, SCT Chassis has no obligation to register, and Seacastle has no obligation to register, register any of the Common Stock (including any of the Restricted 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 provisions of Section 1 of this Agreement or the opportunity to make an investment in SCT Chassis, shall be deemed to create any implication concerning the adequacy of the Management Investor’s services to the Company or any of its affiliates.

Acquired for Investment. (i) The Management Investor Participant represents and warrants that: (A) Restricted Shares any shares of Common Stock delivered in settlement of the RSUs will be acquired for his the Participant’s own account for investment, without any present intention of selling or further distributing the same, and he the Participant does not have any reason to anticipate any change in his the Participant’s circumstances or any other particular occasion or event which would cause him the Participant to sell any of such Common Stock; and (B) he the Participant is fully aware that in agreeing to grant the RSUs and to deliver any such shares of Common Stock to himthe Participant, the Company and SCT Chassis will be relying upon the truth and accuracy of these representations and warranties. The Management Investor Participant agrees that he the Participant will not Transfer any Restricted Applicable Shares prior to an IPO, except to a Related Transferee in accordance with the terms of this Agreement or as otherwise may be permitted or required under 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 InvestorParticipant’s action and the terms of this Agreement. (ii) The Management Investor Participant acknowledges that no trading market for the Common Stock exists currently and that there is no assurance that one will exist at any time in the foreseeable future (if at all) and that, as a result, the Management Investor Participant may be unable to sell any of the Common Stock acquired hereunder for an indefinite period. Further, SCT Chassis has no obligation to register, and Seacastle has no obligation to register, register any of the Common Stock (including any of the Restricted Shares) for sale or resale under the Act or any other applicable law (including any “blue sky” law). (iii) The Management Investor Participant acknowledges and agrees that nothing herein, including the provisions of Section 1 or 2 of this Agreement or the opportunity to make an investment in SCT Chassis, shall be deemed to create any implication concerning the adequacy of the Management InvestorParticipant’s services to the Company or any of its affiliates.