JOINDER TO SPONSOR SHAREHOLDERS AGREEMENT (WARBURG PINCUS)

JOINDER TO SPONSOR SHAREHOLDERS AGREEMENT
(WARBURG PINCUS)

This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Sponsor Shareholders Agreement (Warburg Pincus) dated as of November 9, 2015 (the “Shareholders Agreement”), by and among Triton International Limited and certain other persons named therein, as the same may be amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Shareholders Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to, and “Sponsor Shareholder” under, the Shareholders Agreement as of the date hereof and shall have all of the rights and obligations of the Sponsor Shareholder from whom it has acquired Company Shares (to the extent permitted by the Shareholders Agreement) as if the Joining Party had executed the Shareholders Agreement. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Shareholders Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date:  19 December, 2016

BHARTI GLOBAL LIMITED

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx
Title: CEO & Director
Address for Notices: 0^xx Xxxxx, Xx Xxxxxxxx Xxxxx,

Xx Xxx Xx Xxxxxxxx,

Xx. Helier, Jersey JE2 4YE

AGREED ON THIS 20^th day of December, 2016:

Triton International Limited

By: /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title: General Counsel and Secretary

Address for Notices: Canon’s Court,

00 Xxxxxxxx Xxxxxx,

Xxxxxxxx XX00, Xxxxxxx