AGREEMENT AND PLAN OF AMALGAMATION by and among 2357575 ONTARIO LIMITED, SC ACQUISITIONCO LTD. and SEACUBE CONTAINER LEASING LTD. Dated as of January 18, 2013Agreement and Plan of Amalgamation • January 23rd, 2013 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing • Delaware
AGREEMENT AND PLAN OF AMALGAMATION, dated as of January 18, 2013 (this “Agreement”), by and among 2357575 Ontario Limited, an Ontario, Canada corporation (“Parent”), SC Acquisitionco Ltd., a Bermuda exempted company and a subsidiary of Parent (“Acquisition Sub”), and SeaCube Container Leasing Ltd., a Bermuda exempted company (the “Company”). Certain capitalized terms used in this Agreement have the respective meanings specified in Section 8.1.
January 18, 2013 Lisa D. Leach Address on file with SeaCube Container Leasing, Ltd. Dear Ms. Leach:Employment Agreement • January 23rd, 2013 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing • New York
This Letter Agreement sets forth the agreement made this 18th day of January, 2013, by and between SC Acquisitionco Ltd. (the “Amalgamated Corporation”), SeaCube Container Leasing, Ltd. (the “Company”) and Lisa Leach (the “Executive”), a member of the management team of the Company, regarding the Executive’s employment with the Company and ownership of equity in the Amalgamated Corporation in connection with the Agreement and Plan of Amalgamation dated January 18, 2013 by and among 2357575 Ontario Limited, an entity of Ontario Teachers’ Pension Plan Board (“OTPPB”), Amalgamated Corporation and the Company (the “Merger Agreement”).
ContractVoting Agreement • January 23rd, 2013 • SeaCube Container Leasing Ltd. • Services-miscellaneous equipment rental & leasing • Delaware
VOTING AGREEMENT, dated as of January 18, 2013, between 2357575 Ontario Limited, an Ontario, Canada corporation (“Parent”), and Seacastle Operating Company Ltd., a Bermuda exempted company (the “Shareholder”), a shareholder of SeaCube Container Leasing Ltd., a Bermuda exempted company (the “Company”) (this “Agreement”).
