SeaCube Container Leasing Ltd. – Articles of Incorporation Watch

from 8-K 39 pages B Y E – L a W S of Sc Acquisitionco Ltd

from 8-K 1 page The Companies Act 1981 Memorandum of Increase of Share Capital of SeaCube Container Leasing Ltd

from 8-K 1 page Registration No. 44116 Bermuda Certificate of Amalgamation I Hereby, in Accordance With the Provisions of Section 108 of the Companies Act,1981 (Hereinafter Referred to as “The Act”), Issue This Certificate of Amalgamation to the Amalgamated Company Bearing the Name SeaCube Container Leasing Ltd. Consequent Upon the Amalgamation of SeaCube Container Leasing Ltd. and Sc Acquisitionco Ltd. Effective the 24th Day of April 2013. the Memorandum of Association of SeaCube Container Leasing Ltd. Shall Be the Memorandum of Association of the Amalgamated Company, and the Certificate of Amalgamation Shall Be Deemed to Be the Certificate of Incorporation of the Amalgamated Company Pursuant to Section 109(g) of the Act. Given Under My Hand and the Seal of the Registrar of Companies This 24th Day of April 2013 for Registrar of Companies

from 10-Q 43 pages Bye-Laws of SeaCube Container Leasing Ltd

from S-1/A 40 pages Form of Bye-Laws of SeaCube Container Leasing Ltd

from S-1/A 3 pages Bermuda the Companies Act 1981 Memorandum of Association of Company Limited by Shares (Section 7(1) and (2)) Memorandum of Association of SeaCube Container Leasing Ltd