EMPLOYMENT AGREEMENTEmployment Agreement • December 5th, 2017 • WillScot Corp • Blank checks • Maryland
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Williams Scotsman, Inc., a Maryland corporation (the “Employer”), and Tim Boswell, an individual (the “Executive”).
ABL CREDIT AGREEMENT Dated as of November 29, 2017Abl Credit Agreement • December 5th, 2017 • WillScot Corp • Blank checks • New York
THIS ABL CREDIT AGREEMENT is dated as of November 29, 2017 among WILLIAMS SCOTSMAN INTERNATIONAL, INC., a Delaware corporation (“WS International”), WILLIAMS SCOTSMAN, INC., a Maryland corporation (“WSI”), and WILLSCOT EQUIPMENT II, LLC, a Delaware limited liability company (“WillScot”; and together with WS International and WSI, each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”); WILLIAMS SCOTSMAN OF CANADA, INC., a corporation incorporated under the Business Corporations Act (Ontario) (the “Initial Canadian Borrower” and, collectively with any other Canadian Borrowers (as defined herein) and the U.S. Borrowers (as defined herein), the “Borrowers” and each, a “Borrower”), WILLIAMS SCOTSMAN HOLDINGS CORP., a Delaware corporation (“Holdings”), the Persons from time to time party to this Agreement as Guarantors (as defined herein), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”) and BANK OF AMERICA,
TRADEMARK CO-EXISTENCE AGREEMENTCo-Existence Agreement • December 5th, 2017 • WillScot Corp • Blank checks • Delaware
This TRADEMARK CO-EXISTENCE AGREEMENT, dated as of November 29, 2017 and effective as of the Closing Date (this “Agreement”), is made by and among Algeco/Scotsman Holding S.à r.l., a Luxembourg société à responsabilité limitée (“A/S Holding”), Williams Scotsman Holdings Corp., a Delaware corporation (the “Holdco Acquiror”) and Williams Scotsman International, Inc., a Delaware corporation (the “Company” and, together with Holdco Acquiror, the “Williams Parties”). Each of A/S Holdings and the Williams Parties are referred to herein individually as a “Party” and, collectively, as the “Parties.” Unless otherwise defined in this Agreement, all capitalized terms used herein shall have the meanings set forth in the Stock Purchase Agreement, dated as of August 21, 2017, by and among Algeco Scotsman Global S.à r.l., a Luxembourg société à responsabilité limitée (“Algeco Global”), Algeco Scotsman Holdings Kft., a Hungarian limited liability company (“Algeco Holdings” and together with Algeco Glo
TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 5th, 2017 • WillScot Corp • Blank checks • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of November 29, 2017, is entered into by and between WillScot Corporation, a Delaware corporation (“Parent”), Williams Scotsman Holdings Corp., a Delaware corporation (“Holdco”), and Williams Scotsman International, Inc., a Delaware corporation (the “Company” and together with Parent and Holdco, collectively, the “Acquirors”), and Algeco Scotsman Global S.à r.l., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg (“AS”). Acquirors and AS are each referred to herein as a “Party” and collectively as the “Parties.”
EARNOUT AGREEMENTEarnout Agreement • December 5th, 2017 • WillScot Corp • Blank checks • Delaware
This EARNOUT AGREEMENT (this “Agreement”) is entered into as of November 29, 2017 by and among Sapphire Holding S.à r.l., a Luxembourg société à responsabilité limitée (“Investor”), WillScot Corporation, a Delaware corporation (the “Company”), and each of Harry E. Sloan (“Sloan”), and Double Eagle Acquisition LLC, a Delaware limited liability company (the “Sponsor” and, together with Sloan, the “Founder Group”). Each of the Investor, the Company, Sloan, and the Sponsor are referred to herein individually as a “Party” and collectively as the “Parties.”
EXCHANGE AGREEMENTExchange Agreement • December 5th, 2017 • WillScot Corp • Blank checks • Delaware
This EXCHANGE AGREEMENT (this “Agreement”) dated as of November 29, 2017 is entered into by and among Williams Scotsman Holdings Corp., a Delaware corporation (“Holdco”), WillScot Corporation, a Delaware corporation (“Parent”), Algeco Scotsman Global S.à r.l., a Luxembourg société à responsabilité limitée (“Algeco Global”), Algeco Scotsman Holdings Kft., a Hungarian limited liability company (“Algeco Holdings” and together with Algeco Global, each an “AS Holder” and collectively, the “AS Holders”), and any Permitted Transferee who becomes party to this Agreement by executing a Joinder Agreement. Each of Holdco, Parent, Algeco Global and Algeco Holdings shall be referred to herein individually as a “Party” and collectively as the “Parties.”
SHAREHOLDERS AGREEMENTJoinder Agreement • December 5th, 2017 • WillScot Corp • Blank checks • Delaware
This SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of November 29, 2017, is entered into by and among Williams Scotsman Holdings Corp., a Delaware corporation (the “Company”), WillScot Corporation, a Delaware corporation (the “Majority Shareholder”), Algeco Scotsman Global S.à r.l., a Luxembourg société à responsabilité limitée (“Algeco Global”), Algeco Scotsman Holdings Kft., a Hungarian limited liability company (“Algeco Holdings” and together with Algeco Global, each a “Minority Shareholder” and collectively, the “Minority Shareholders” and together with the Majority Shareholder, the “Initial Shareholders”), each other Person who after the date hereof acquires Common Stock of the Company and becomes party to this Agreement by executing a Joinder Agreement (such Persons, collectively with the Initial Shareholders, the “Shareholders”) and, solely for purposes of Section 2.01 hereof, Double Eagle Acquisition LLC and Harry E. Sloan (together, the “Founders”).
