Form 8-A12B PARTICIPATIONS OF THE TEXTAINER GROUP

DEPT AGREEMENT

DEPT AGREEMENT, dated August 23, 2021, between (i) TEXTAINER GROUP HOLDINGS LIMITED, a Bermuda Exempt Limited Liability Company (the ?? Company ??), (ii) COMPUTERSHARE INC., A Delaware corporation (?? Computershare ??), and its wholly owned subsidiary, COMPUTERSHARE TRUST COMPANY, NA, a federally chartered trust company and a national banking association (the ?? Trust Company ??), jointly as custodian ( as defined below), and (iii) the Holders from time to time of the receipts described herein.

WHEREAS the Company wishes to appoint the Trust Company and Computershare jointly as custodian, and Computershare as processor of all payments received or made by the Company under the Custodian Agreement;

WHEREAS the Trust Company and Computershare wish to accept these respective appointments and provide the services related to these appointments;

WHEREAS it is desirable to provide, as set forth below in this Custodian Agreement, for the deposit of Series B Preferred Shares (as defined below) from time to time with the Custodian for the purposes set out in the this Custodian Agreement and for the issuance hereunder of receipts evidencing the Custodian Shares in respect of the Series B Preferred Shares so deposited; and

WHEREAS, the receipts must be substantially in the form of Exhibit A attached hereto, with the appropriate insertions, modifications and omissions, as provided hereafter in this Deposit Agreement;

THEREFORE, in consideration of the premises, the parties agree as follows:

ARTICLE I

DEFINED TERMS

Section 1.1 Definitions.

The following definitions apply for all purposes, unless otherwise specified, to the respective terms used in this Custodian Agreement:

?? Certificate of Designations ?? means the Certificate of Designation, adopted by the Board of Directors of the Company or a duly authorized committee thereof, establishing and setting forth the rights, preferences and privileges of the Series B Preferred Shares, attached hereto as Schedule B, and as such certificate may be changed or updated from time to time.

?? Deposit contract ?? means this Custody Agreement, as amended or supplemented from time to time in accordance with the terms hereof.

??Depositary?? means Computershare and the Trust Company, acting jointly, and any successor as custodian hereunder.

?? Custodian actions ?? designates the depositary shares each representing a
a thousandth one share of the Series B preferred shares, evidenced by a receipt.

?? Custodian ?? s Agent ?? means an agent appointed by the Custodian in accordance with Section 7.5.

?? Custodian ?? s Office ?? means the office or offices of the Custodian designated for the purposes contemplated herein, which will initially be at the Custodian’s address indicated in Section 7.4.

?? DTC ?? means The Depository Trust Company.

?? Officer ?? s Certificate ?? means a certificate substantially in the form set out in Schedule C hereto, which is signed by an officer of the Company and which shall include the terms and conditions of the Series B preferred shares to be issued by the Company and deposited with the Custodian from the moment to time in accordance with the terms hereof.

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