Exhibit 4.1

AGREEMENT AND PLAN OF MERGER

dated as of

March 13, 2018

by and among

SEASPAN CORPORATION,

SEASPAN INVESTMENTS III LLC,

GREATER CHINA INTERMODAL INVESTMENTS LLC,

and

GREATER CHINA INDUSTRIAL INVESTMENTS LLC,

AS THE H OLDER R EPRESENTATIVE

TABLE OF CONTENTS

ii

iii

Schedules

iv

v

Annexes

Annex A – Form of Escrow Agreement

Annex B – Form of Member Acknowledgement

Annex C – Form of Put Right Agreement

Annex D – Form of Registration Rights Agreement

Annex E – Form of Termination Acknowledgement

Annex F – Form of Certificate of Merger

Annex G – Press Release

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AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this “ Agreement ”), dated as of March 13, 2018, is entered into by and among Seaspan Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (“ Buyer ”), Seaspan Investments III LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands and a wholly-owned indirect subsidiary of Buyer (“ Merger Sub ”), Greater China Intermodal Investments LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands (the “ Company ”), and Greater China Industrial Investments LLC (“ GC Industrial ”), a limited liability company formed under the laws of the Republic of the Marshall Islands, solely in its capacity as the initial Holder Representative hereunder.

RECITALS

WHEREAS, the respective board of directors and board of managers (as applicable) of Buyer and the Company have determined that the Merger (defined below) is in furtherance of and consistent with their respective business strategies and is fair to, and in the best interest of, their respective stockholders and members;

WHEREAS, the respective board of directors and board of managers (as applicable) of Buyer, Merger Sub and the Company have approved and declared advisable the Merger upon the terms and subject to the conditions of this Agreement and in accordance with the MILLCA (defined below); and

WHEREAS, for certain limited purposes, and subject to the terms set forth herein, the Holder Representative shall serve as a representative of the Selling Members (defined below).

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement and intending to be legally bound hereby, Buyer, Merger Sub, the Company and GC Industrial (solely in its capacity as the initial Holder Representative hereunder) agree as follows:

ARTICLE I.

CERTAIN DEFINITIONS

1.1 Definitions . As used herein, the following terms shall have the following meanings:

“ AAA ” has the meaning specified in Section  3.4(b) .

“ Action ” means any claim, action, suit, audit, assessment, arbitration, inquiry, proceeding, investigation or mediation, in each case, whether or not by or before any Governmental Authority or any mediator or mediation panel.

“ Adjustment Amount ” has the meaning specified in Section  3.4(c) .

“ Adjustment Escrow Amount ” means an amount in cash equal to $5,000,000.

“ Adjustment Escrow Funds ” means, at any given time after Closing, the funds remaining in the one or more accounts in which the Escrow Agent has deposited the Adjustment Escrow Amount in accordance with the Escrow Agreement.

“ Affiliate ” means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise (it being understood that for all purposes of this Agreement, the Company, the Selling Members and their respective Subsidiaries, on the one hand, and Buyer and its Subsidiaries, on the other hand, shall not be deemed to be Affiliates of one another). For the avoidance of doubt, following the Closing, Affiliates of Buyer shall include the Surviving Company and its Subsidiaries.

“ Agreement ” has the meaning specified in the preamble hereto.

“ Allocation Percentage ” means, with respect to any Selling Member, the percentage of any payment or Preferred Stock Consideration that would be allocated to such Selling Member (or its designee) if such payment or Preferred Stock Consideration were allocated and distributed by the Company to all Selling Members in accordance with Section 5.03 of the Company LLC Agreement, with such percentage set forth opposite the name of such Selling Member (or its designee) on Schedule 3.3 under the heading “Allocation Percentage”.

“ Antitrust Law ” means the antitrust or competition Laws of any jurisdiction (whether domestic, foreign or multinational) applicable to the Merger or the transactions contemplated by this Agreement.

“ Auditor ” has the meaning specified in Section  3.4(b) .

“ Balance Sheet Date ” has the meaning specified in Section  4.8 .

“ Basket Amount ” has the meaning specified in Section  12.4(b) .

“ Blue Water ” means Blue Water Commerce LLC, a limited liability company formed under the laws of Montana.

“ Board of Managers ” means the board of managers of the Company.

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which the banks are required or authorized by law to be closed in Vancouver, British Columbia or Washington, DC.

“ Buyer ” has the meaning specified in the preamble hereto.

“ Buyer Capitalization Date ” has the meaning specified in Section  6.6 .

“ Buyer Common Stock ” means the Class A common shares, $0.01 par value, of Buyer.

“ Buyer Indemnified Parties ” has the meaning specified in Section  12.2(a) .

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“ Buyer Preferred Stock ” has the meaning specified in Section  6.6 .

“ Cancelled Interest ” has the meaning specified in Section  3.1(a) .

“ Carlyle Consulting Services Agreement ” means that certain Consulting Services Agreement, dated as of March 14, 2011, among Carlyle Investment Management L.L.C., GC Intermodal Operating Company, the Company, and each other Company Group Member (as defined therein) party thereto, as amended from time to time.

“ Cash ” of any Person as of any date means the cash and cash equivalents of such Person and its Subsidiaries on a consolidated basis calculated in accordance with Section  3.4(a) .

“ Cash Consideration ” has the meaning specified in Section  3.2(a) .

“ Certificate of Merger ” has the meaning specified in Section  2.1(a) .

“ Closing ” has the meaning specified in Section  2.3 .

“ Closing Balance Sheet ” has the meaning specified in Section  3.4(a) .

“ Closing Date ” has the meaning specified in Section  2.3 .

“ Closing Date Cash ” has the meaning specified in Section  3.4(a) .

“ Closing Date Company Transaction Expenses ” has the meaning specified in Section  3.4(a) .

“ Closing Date Funded Debt ” has the meaning specified in Section  3.4(a) .

“ Closing Date Net Working Capital ” has the meaning specified in Section  3.4(a) .

“ Closing Date Net Working Capital Adjustment ” means any amount (which may be expressed as a negative number) equal to the Closing Date Net Working Capital minus the Target Working Capital.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Company ” has the meaning specified in the preamble hereto.

“ Company Benefit Plan ” has the meaning specified in Section  4.13 (a) .

“ Company Fundamental Representations ” means those representations and warranties contained in Section  4.1 (Organization; Authority; Qualification), Section  4.3 (Due Authorization), Section  4.6 (Capitalization of the Company), Section  4.15 (Brokers’ Fees) and Section  4.21(a) (Title to Vessels).

“ Company LLC Agreement ” means that certain Amended and Restated Limited Liability Company Agreement of the Company, effective as of March 14, 2011, as amended from time to time.

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“ Company Transaction Expenses ” means the fees and expenses of the Company and its Subsidiaries incurred in connection with the negotiation, preparation and execution of this Agreement and the evaluation and consummation of the transactions contemplated hereby and the evaluation and negotiation of any similar transactions that remain unpaid immediately prior to the Closing (excluding fees and expenses incurred by the Company or any of its Subsidiaries as a result of Contracts entered into by any Person following the Closing and excluding any Holder Representative Expenses), including all (a) fees and expenses of investment bankers, attorneys, accountants and other consultants and advisors (including any online data room host), (b) accrued and unpaid expenses and fees payable upon termination in respect of any agreement between the Company and any of its Subsidiaries, on the one hand, and any Selling Member or its Affiliates, on the other hand (including, for the avoidance of doubt, the Services Agreements), (c) severance payments to directors, officers and employees, bonuses, retention payments and any other change-of-control or similar payments payable, in each case, solely as a result of or in connection with the consummation of the transactions contemplated by this Agreement, and (d) the premiums and all other costs and expenses paid in respect of any directors’ and officers’ liability “tail” policy purchased by the Company prior to the Closing in accordance with Section  8.1(b) ; provided , however , that “Company Transaction Expenses” shall not include (x) any expense resulting from termination of employment or service after the Effective Time, (y) any fees or expenses with respect to any financing transaction effected by or on behalf of Buyer, or (z) any fees or expenses for which Buyer is responsible under this Agreement.

“ Confidentiality Agreement ” has the meaning specified in Section  13.9 .

“ Constituent Companies ” has the meaning specified in Section  2.1(a) .

“ Contracts ” means any written or oral legally binding contracts, agreements, subcontracts, leases, licenses, purchase orders, instruments, notes, guarantees or commitments of any nature.

“ control ” means, when used with respect to a specified Person, the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or interests, by contract or otherwise. “controlled” and “controlling” will have correlative meanings.

“ Damages ” means all losses, damages, Liabilities, fees, judgments, settlements, interest, fines, penalties, and other costs and expenses, including the reasonable costs and expenses of any investigation (with respect only to any Third Party Claim, whether or not the underlying Third Party Claim is actually asserted or is merely alleged or threatened) and defense and reasonable fees and expenses of lawyers, experts and other professionals.

“ Deficit Amount ” has the meaning specified in Section  3.4(d) .

“ Designated Person ” has the meaning specified in Section  13.16(a) .

“ Determination Date ” has the meaning specified in Section  3.4(b) .

“ Effective Time ” has the meaning specified in Section  2.3 .

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“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means, with respect to any entity, trade or business (whether or not incorporated), any other entity, trade or business that is a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the first entity, trade or business, or that is a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA) (it being understood that for all purposes of this Agreement, the Company, the Selling Members and their respective Subsidiaries, on the one hand, and Buyer and its Subsidiaries, on the other hand, shall not be deemed to be ERISA Affiliates of one another).

“ Escrow Agent ” has the meaning specified in Section  3.2(b) .

“ Escrow Agreement ” means the Escrow Agreement in the form attached hereto as Annex  A .

“ Escrow Amount ” means an amount equal to the sum of the Adjustment Escrow Amount and the Indemnification Escrow Amount.

“ Escrow Funds ” means, collectively, the Adjustment Escrow Funds and the Indemnification Escrow Funds.

“ Estimated Closing Date Cash ” has the meaning specified in Section  3.3 .

“ Estimated Closing Date Company Transaction Expenses ” has the meaning specified in Section  3.3 .

“ Estimated Closing Date Funded Debt ” has the meaning specified in Section  3.3 (a) .

“ Estimated Closing Date Net Working Capital ” has the meaning specified in Section  3.3 (a) .

“ Estimated Gross Merger Consideration ” has the meaning specified in Section  3.1(c) and is set forth on Schedule 3.3 .

“ Estimated Net Merger Consideration ” has the meaning specified in Section  3.1(d) .

“ Estimated Net Working Capital Adjustment ” means any amount (which may be expressed as a positive or negative number) equal to the Estimated Closing Date Net Working Capital minus the Target Working Capital, as set forth on Schedule 3.3 .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Existing Representation ” has the meaning specified in Section  13.16(a) .

“ Final Gross Merger Consideration ” has the meaning specified in Section  3.4(a) .

“ Final Net Merger Consideration ” has the meaning specified in Section  3.4(a) .

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“ Financial Statements ” has the meaning specified in Section  4.8 .

“ Funded Debt ” means, with respect to the Company and its Subsidiaries as of the Closing Date, (i) all indebtedness of the Company and its Subsidiaries for borrowed money, (ii) the aggregate amount of all payments under the Shipbuilding Contracts set forth opposite the name of each Pending Vessel on Schedule 1.1(a) under the heading “Contract Payments” plus all amounts set forth on Schedule 1.1(a) under the headings “Technical Vessel Modifications”, “Pre-Delivery Expenditures” and “Supervision Fees”, in each case, net of any amounts set forth opposite the name of such Pending Vessel on Schedule 1.1(a) under the headings “Address Commissions” and “Buyers’ Credits”, (iii) amounts owing as deferred purchase price for property or services (other than pursuant to any Shipbuilding Contract), including all seller notes and “earn-out” payments, whether or not matured, (iv) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument, debt security or other similar instrument, (v) indebtedness secured by a Lien on assets or properties of such Person, (vi) any Liability of such Person in respect of banker’s acceptances or letters of credit, (vii) obligations under any interest rate, currency, swap or other hedging agreement, (viii) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (ix) direct or indirect guarantees or other contingent Liabilities with respect to any indebtedness, obligation, claim or Liability of any other Person (other than the Company or one of its wholly-owned Subsidiaries) of a type described in clauses (i) through (viii) above, and (x) with respect to any indebtedness, obligation, claim or Liability of a type described in clauses (i) through (ix) above, all accrued and unpaid interest with respect thereto; provided , however , that Funded Debt shall not include (x) undrawn letters of credit and reimbursement obligations in respect of undrawn letters of credit, (y) any Liabilities related to inter-company debt between the Company and one or more of its wholly-owned Subsidiaries or between or among any of such wholly-owned Subsidiaries, or (z) any premiums, penalties, breakage costs, unwind costs, fees, termination costs, redemption costs, expenses and other charges with respect to any item described above.

“ GAAP ” means United States generally accepted accounting principles, consistently applied.

“ GC Industrial ” has the meaning specified in the Preamble.

“ Governmental Authority ” means any supranational, federal, state, provincial, municipal, local or foreign government, governmental or quasi-governmental authority, regulatory or administrative agency or authority, governmental commission, department, board, bureau, agency, instrumentality, court, securities exchange or tribunal.

“ Governmental Order ” means any order, judgment, injunction, decree, writ, stipulation, determination, or award, in each case, entered by or with any Governmental Authority or arbitrator.

“ Hanjin Bankruptcy Proceedings ” means (i) the proeceding under the Debtor Rehabilitation and Bankruptcy Act in the Seoul Central District Court (Bankruptcy Division) in Seoul, Republic of Korea by Hanjin Shipping, commencing on August 31, 2016 and declaring Hanjin Shipping bankrupt on February 17, 2017 and (ii) any conversion, dismissal or settlement thereof and any continuation or successor proceeding.

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“ Hanjin Recovery Amount ” has the meaning specified in Section  3.2(d) .

“ Hanjin Shipping ” means Hanjin Shipping Co., Ltd.

“ Holder Representative ” has the meaning specified in Section  11.1 .

“ Holder Representative Expenses ” has the meaning specified in Section  3.5 .

“ Indemnification Claim ” means any claim for indemnification under Article XII .

“ Indemnification Escrow Amount ” means an aggregate cash amount equal to $10,000,000.

“ Indemnification Escrow Funds ” means, at any given time after Closing, the funds remaining in the one or more accounts in which the Escrow Agent has deposited the Indemnification Escrow Amount in accordance with the Escrow Agreement.

“ Indemnification Obligation ” has the meaning specified in Section  8.1(c) .

“ Indemnified Party ” means each Buyer Indemnified Party or Seller Indemnified Party, as the case may be.

“ Indemnified Person ” has the meaning specified in Section  8.1(c) .

“ Indemnitor ” means the party required to provide indemnification pursuant to Section  12.2 ; provided , however , that solely for the purposes of Sections 12.3 and 12.4 , the Holder Representative shall be considered the Indemnitor with respect to claims for indemnification pursuant to Section  12.2(a) (it being understood that such status as an Indemnitor is solely for the purpose of providing the Holder Representative, solely in its capacity as the Holder Representative, with the right (i) to control the defense and settlement of any Action giving rise to an Indemnification Claim pursuant to Section  12.2(a) and (ii) to engage in discussions, negotiations, and other dispute resolution efforts with the applicable Indemnified Party regarding the Indemnification Claim, and such status shall not obligate the Holder Representative to provide any indemnification or otherwise impose any liability on the Holder Representative).

“ Interest ” has the meaning specified in the Company LLC Agreement.

“ Law ” means any statute, law, ordinance, rule, regulation, code, treaty, convention, directive, requirement or Governmental Order, in each case, of any Governmental Authority and the rules and regulations of the SEC and the New York Stock Exchange.

“ Liabilities ” means any and all liabilities and obligations, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable.

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“ Lien ” means any mortgage, deed of trust, pledge, hypothecation, encumbrance, option, right of first refusal, security interest or other lien of any kind.

“ Majority Member ” means Greater China Industrial Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, in its capacity as a Member.

“ Material Adverse Effect ” means (i) with respect to the Company, any event, circumstance, development, state of facts, occurrence, change or effect that has had, or would reasonably be expected to have, a material adverse effect on (x) the ability of the Company, in a timely manner, to perform its obligations under, or to consummate the transactions contemplated by this Agreement, or (y) the business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole; provided , however , that in no event will any of the following (or the effect of any of the following), alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Material Adverse Effect” on or in respect of the Company pursuant to clause (y) above: (A) any change in applicable Law, regulatory policies, accounting standards or principles (including GAAP) or any guidance relating thereto or interpretation thereof, (B) any change in interest rates or economic, political, business or financial market conditions generally (including any changes in credit, financial, commodities, securities or banking markets), (C) any change generally affecting any of the industries in which the Company or any of its Subsidiaries operates or the economy as a whole, including any change in fuel or commodity prices, (D) the announcement or the execution of this Agreement or the pendency of the Merger, including losses or threatened losses of employees, customers, vendors, distributors, shipbuilders, charterers, lenders, refund guaranty issuers or others having relationships with the Company or any of its Subsidiaries, (E) any acts of terrorism, sabotage, war, the outbreak or escalation of hostilities or change in geopolitical conditions, (F) any failure of the Company or its Subsidiaries to meet any projections or forecasts, provided that this clause (F) shall not prevent a determination that any change or effect underlying such failure to meet projections or forecasts has resulted in a Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of Material Adverse Effect), or (G) the fact that the prospective owner of the Company or any of its Subsidiaries is Buyer or any Affiliate of Buyer; except, in the case of clauses (A), (B) and (C) above, to the extent that any such change, condition, event or effect has a disproportionate and adverse effect on the business of the Company and its Subsidiaries relative to other businesses in the industries in which the Company and its Subsidiaries operate; provided , that in determining whether a Material Adverse Effect has occurred or would reasonably be likely to occur, there shall be taken into account any right to insurance or indemnification available to the Company or any of its Subsidiaries, and (ii) with respect to Buyer or Merger Sub, a material adverse effect on the ability of Buyer or Merger Sub, in a timely manner, to perform its obligations under, or to consummate the transactions contemplated by, this Agreement.

“ Member ” shall mean any member of the Company on the Closing Date.

“ Member Acknowledgement ” means the Member Acknowledgement in the form attached hereto as Annex B .

“ Merger ” has the meaning specified in Section  2.1(a) .

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“ Merger Sub ” has the meaning specified in the preamble hereto.

“ MILLCA ” means the Marshall Islands Limited Liability Company Act of 1996.

“ Multiemployer Plan ” has the meaning set forth in Section 3(37) of ERISA.

“ Net Working Capital ” has the meaning set forth on Schedule 1.1(b) .

“ Organizational Documents ” shall mean the certificate of incorporation, articles of incorporation, by-laws, articles of organization, limited liability company agreement, partnership agreement, operating agreement, formation agreement, joint venture agreement or other similar organizational document of a Person other than an individual (in each case, as amended), and including any certificates of designation or other similar instruments.

“ Other Indemnitors ” has the meaning specified in Section  8.1(c) .

“ Overlap Period ” means, with respect to the Company and its Subsidiaries, the portion of any taxable year or period beginning on or before and ending after the Closing Date.

“ Pending Claim ” has the meaning specified in Section  12.7 .

“ Pending Vessel ” means each of the Vessels set forth on Schedule 1.1(a) that has not been delivered to the Company or any of its Subsidiaries in accordance with the Shipbuilding Contract with respect to such Vessel prior to the Effective Time.

“ Per-Claim Basket ” has the meaning specified in Section  12.4(b) .

“ Permits ” has the meaning specified in Section  4.20 .

“ Permitted Liens ” means (i) mechanics, materialmen’s and similar Liens (including Liens for crew’s wages, wages of stevedores and shipyard liens) with respect to any amounts not yet due and payable, (ii) Liens for Taxes not yet due and payable or which are being contested in good faith through (if then appropriate) appropriate proceedings and for which appropriate reserves have been established with respect thereto, (iii) Liens securing rental payments under capital lease agreements, (iv) all Liens under Vessel debt financing arrangements described on Schedule 1.1(c) (including any disclosed assignment of rights to payments to the Company or any of its Subsidiaries under charters with respect to such Vessels) other than resulting from any breach thereof, (v) Liens on real property (including easements, covenants, rights of way and similar restrictions of record) that (A) are matters of record, (B) would be disclosed by a current, accurate survey or physical inspection of such real property, or (C) do not, individually or in the aggregate, materially interfere with the present uses of such real property, (vi) Liens securing payment, or any other obligations, of the Company or its Subsidiaries with respect to Funded Debt set forth on Schedule 1.1(c) , (vii) Liens constituting a lease, sublease or occupancy agreement that gives any third party any right to occupy any real property and (viii) Liens described on Schedule 1.1(c) .

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“ Person ” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental agency or instrumentality or other entity of any kind.

“ PFIC ” has the meaning specified in Section  9.2(a) .

“ Post-Closing Matter ” has the meaning specified in Section  13.16(a) .

“ Post-Closing Representation ” has the meaning specified in Section  13.16(a) .

“ Pre-Closing Designated Persons ” has the meaning specified in Section  13.16(b) .

“ Pre-Closing Period ” means all taxable years or other taxable periods that end on or before the Closing Date and, with respect to any Overlap Period, the portion of such Overlap Period ending on and including the Closing Date.

“ Pre-Closing Privileges ” has the meaning specified in Section  13.16(b) .

“ Preferred Price per Share ” has the meaning specified in Section  3.2(a) .

“ Preferred Stock Consideration ” has the meaning specified in Section  3.2(a) .

“ Prior Company Counsel ” has the meaning specified in Section  13.16(a) .

“ Put Right Agreement ” means the Put Right Agreement in the form attached hereto as Annex  C .

“ Reference Balance Sheet ” has the meaning specified in Section  3.4(a) .

“ Registration Rights Agreement ” means the Registration Rights Agreement in the form attached hereto as Annex D .

“ Remedies Exception ” has the meaning specified in Section  4.3 .

“ Sarbanes-Oxley Act ” means the Sarbanes-Oxley Act of 2002, as amended.

“ Schedules ” has the meaning specified in the first sentence of Article IV .

“ Seaspan Management Agreement ” means that certain Management Agreement, dated March 14, 2011, between SMSL, GC Intermodal Operating Company and, solely for the purposes described therein, the Company.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Section  338 Election Subsidiary ” has the meaning specified in Section  9.2(d) .

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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“ Seller Indemnified Parties ” has the meaning specified in Section  12.2(b) .

“ Seller Portion ” means, with respect to any Damages for which Buyer Indemnified Parties are entitled to indemnification pursuant to Section  12.2(a)(x) or with respect to the Hanjin Recovery Amount for which the Selling Members are entitled to a portion of pursuant to Section  3.3(d) , an amount equal to 89.2465% of the aggregate amount of such Damages or aggregate amount of such Hanjin Recovery Amount, as applicable.

“ Selling Member Fundamental Representations ” means those representations and warranties contained in Sections 1, 2 and 5 and the first sentence of Section 6 of the Member Acknowledgement executed by each Selling Member.

“ Selling Members ” means all of the members of the Company immediately prior to the Effective Time (including GC Industrial, Blue Water and TML), other than Buyer and its Affiliates (including Seaspan Investment I Ltd.).

“ Series D Preferred Shares ” means those certain 7.95% Series D Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share, of Buyer.

“ Services Agreements ” means (i) the Tiger Management Agreement and (ii) the Carlyle Consulting Services Agreement.

“ Shipbuilding Contracts ” mean the Shipbuilding Contract with respect to each Vessel set forth on Schedule 1.1(d) , in each case, as novated from Buyer or any of its Affiliates, on the one hand, to the Company or any of its Subsidiaries, on the other hand, prior to the Effective Time, as amended from time to time.

“ SMSL ” means Seaspan Management Services Limited, a corporation formed under the laws of Bermuda.

“ Subsidiary ” means, with respect to a Person, a corporation or other entity of which more than 50% of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such Person.

“ Survival Expiration Date ” has the meaning specified in Section  12.1 .

“ Surviving Company ” has the meaning specified in Section  2.1(b) .

“ Target Working Capital ” means zero ($0.00).

“ Tax Returns ” means any return, declaration, form, report and statement for Taxes, including any claims for refunds of Taxes and any amendments or supplements of any of the foregoing.

“ Taxes ” means all federal, state, local, foreign or other tax, including all income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall or other profits, environmental, customs or other duties, capital gains, capital stock, ad valorem, value added, inventory, franchise, profits, withholding, social security (or similar),

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unemployment, disability, real property, personal property, harbor, port, sales, use, transfer, registration, alternative or add-on minimum and other taxes, assessments, charges, duties, fees, levies or other governmental charges or similar amounts (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return), or estimated tax, deficiency assessments, charges and including any interest, penalty or addition thereto.

“ Termination Acknowledgement ” means an acknowledgement in substantially the form attached hereto as Annex E .

“ Third Party Claim ” has the meaning specified in Section  12.3(a) .

“ Tiger Management Agreement ” means that certain Management Agreement, dated as of March 14, 2011, among TML, GC Intermodal Operating Company and the Company, as amended from time to time.

“ TML ” means Tiger Management Limited, a limited liability company formed under the law of the Cayman Islands.

“ Transfer Agent ” means American Stock Trust and Transfer, in its capacity as transfer agent for Buyer.

“ Vessel ” means each of the vessels set forth on Schedule 1.1(d) .

“ Voting Debt ” has the meaning specified in Section  6.6 .

1.2 Construction .

(a) Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement; (iv) the terms “Article”, “Section”, “Schedule” or “Annex” refer to the specified Article or Section of, or Schedule or Annex to, this Agreement; (v) the word “including” shall mean “including, without limitation,” and (vi) the word “or” shall be disjunctive but not exclusive.

(b) Unless the context of this Agreement otherwise requires, references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto.

(c) Unless the context of this Agreement otherwise requires, references to statutes shall include all rules and regulations promulgated thereunder, and all amendments and other modifications thereto.

(d) The language used in this Agreement shall be deemed to be the language chosen jointly by the parties to express their mutual intent and no rule of strict construction shall be applied against any party.

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(e) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified and whenever any action must be taken under this Agreement on or by a day that is not a Business Day, then that action may be validly taken on or by the next day that is a Business Day.

(f) The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”.

(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

(h) All amounts payable pursuant to this Agreement shall be paid in U.S. dollars, and all references to “$” or “dollars” shall mean the lawful currency of the United States of America.

1.3 Knowledge . As used herein, the phrase “to the knowledge” of any party shall mean the actual knowledge after reasonable inquiry of (i) in the case of the Company, each of the individuals set forth on Schedule 1.3(a) and (ii) in the case of Buyer, each of the individuals set forth on Schedule 1.3(b) .

ARTICLE II.

THE MERGER; CLOSING

2.1 The Merger .

(a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the MILLCA, Buyer, Merger Sub and the Company (Merger Sub and the Company sometimes being referred to herein as the “ Constituent Companies ”) shall cause Merger Sub to be merged with and into the Company effective as of the Effective Time, with the Company being the surviving company (the “ Merger ”). The Merger shall be evidenced by a certificate of merger in substantially the form of Annex F (the “ Certificate of Merger ”).

(b) Upon consummation of the Merger, the separate existence of Merger Sub shall cease and the Company, as the surviving company of the Merger (hereinafter referred to for the periods at and after the Effective Time as the “ Surviving Company ”), shall continue its existence under the MILLCA as a wholly-owned subsidiary of Buyer.

2.2 Effects of the Merger . At and after the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the MILLCA. Without limiting the foregoing, the Surviving Company shall thereupon and thereafter possess all of the rights, property, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Companies, and shall become subject to all the debts, liabilities, restrictions and duties of each of the Constituent Companies.

2.3 Closing; Effective Time . Subject to the terms and conditions of this Agreement, the closing of the Merger (the “ Closing ”) shall take place remotely by electronic delivery of documents and funds concurrently with the execution and delivery of this Agreement (the date on which such execution and delivery (via exchange of .pdf signatures in accordance with

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Section  13.7 ) occurs referred to herein as the “ Closing Date ”). On the Closing Date, Buyer, Merger Sub and the Company shall cause the Certificate of Merger to be executed, acknowledged and filed with the Office of the Registrar of Corporations of the Republic of the Marshall Islands as provided in Section 17 of the MILLCA. The Merger shall become effective at the time when the Certificate of Merger has been duly filed with the Office of the Registrar of Corporations of the Republic of the Marshall Islands (or at such later time as may be agreed by Merger Sub and the Company in writing and specified in the Certificate of Merger in accordance with the MILLCA) (the “ Effective Time ”).

2.4 Governing Documents of the Surviving Company .

(a) At the Effective Time, the certificate of formation of the Company shall become the certificate of formation of the Surviving Company until thereafter amended in accordance with the applicable provisions of the MILLCA and such certificate of formation; provided that any such amendment shall be subject to the provisions of Section  8.1 .

(b) The parties hereto agree that at the Effective Time (i) each Selling Member shall be deemed to have withdrawn from the Company and shall no longer be a member thereof, and (ii) the Company LLC Agreement shall be amended and restated in its entirety in the form of the limited liability company agreement of Merger Sub as in effect immediately prior to the Effective Time (except that (x) in any event such amended and restated limited liability company agreement of the Company must comply with Section  8.1 and (y) all references to the name of Merger Sub shall be changed to refer to the name of the Company) until thereafter amended in accordance with the applicable provisions of the MILLCA and such amended and restated limited liability company agreement of the Company; provided that any such amendment shall be subject to the provisions of Section  8.1 .

2.5 Managers and Officers of the Surviving Company .

(a) The directors of Merger Sub immediately prior to the Effective Time shall be the managers of the Surviving Company immediately after the Effective Time, each to hold office in accordance with the certificate of formation and limited liability company agreement of the Surviving Company until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of formation and the limited liability company agreement of the Surviving Company.

(b) The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Company immediately after the Effective Time, each to hold office in accordance with the certificate of formation and limited liability company agreement of the Surviving Company until their respective successors are duly appointed or until their earlier death, resignation or removal in accordance with the certificate of formation and limited liability company agreement of the Surviving Company.

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ARTICLE III.

EFFECTS OF THE MERGER ON THE INTERESTS

3.1 Conversion of Company Interests .

(a) At the Effective Time, by virtue of the Merger and without any further action on the part of any of the Company, Buyer, Merger Sub or any Member, all of the Interests held by Buyer, Merger Sub or any of their respective Subsidiaries or Affiliates (including Seaspan Investment I Ltd., but excluding, for the avoidance of doubt, any Selling Member) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor (the “ Cancelled Interest ”). At the Effective Time, by virtue of the Merger and without any action on the part of any Member, all of the Interests held by the Selling Members outstanding immediately prior to the Effective Time (which, for the avoidance of doubt, shall exclude the Cancelled Interest) shall thereupon be canceled and converted into and become the right to receive the applicable portion of the Estimated Net Merger Consideration, as determined pursuant to Section  3.1(d) , plus the applicable portion of any Adjustment Amount, as determined pursuant to Section  3.4(d) , and any additional amounts payable pursuant to Article III and Article XII .

(b) At the Effective Time, by virtue of the Merger and without any action on the part of Buyer or Merger Sub, all of the limited liability company interests in Merger Sub shall be converted into limited liability company interests in the Surviving Company.

(c) “ Estimated Gross Merger Consideration ” means an amount equal to (i) $1,600,000,000 minus (ii) Estimated Closing Date Funded Debt, plus (iii) Estimated Closing Date Cash, minus (iv) Estimated Closing Date Company Transaction Expenses, plus (v) the Estimated Net Working Capital Adjustment, which amount is set forth on Schedule 3.3 and is subject to the adjustments set forth in Section  3.4 .

(d) The Estimated Net Merger Consideration and Adjustment Amount and any other amounts payable pursuant to Article III or Article XII (including any dividends, interest or other earnings on any of the Preferred Stock Consideration), if applicable, shall be allocated among the Selling Members as set forth below in this Section  3.1(d) , and shall be payable to the Selling Members (or their designees) in accordance with this Agreement, including Sections 3.2 , 3.3 , 3.4 and 12.7 . At the Effective Time, each Selling Member shall be entitled to receive, in respect of the Interest held by such Selling Member immediately prior to the Effective Time, a portion of the Estimated Gross Merger Consideration equal to the amount that such Selling Member would receive in respect of the Interests held by such Selling Member immediately prior to the Effective Time if the Estimated Gross Merger Consideration were distributed by the Company to all Members (including Seaspan Investment I Ltd.) pursuant to Section 5.03 of the Company LLC Agreement. The aggregate amount of the Estimated Gross Merger Consideration allocated to all Selling Members is referred to herein as the “ Estimated Net Merger Consideration ”. The portion of the Estimated Gross Merger Consideration and Estimated Net Merger Consideration that each Selling Member is entitled to receive under this Section  3.1(d) and the amounts payable to the Selling Members (or their designees) in accordance with Section  3.2 has been determined in good faith by the Board of Managers in accordance with the Company LLC Agreement and agreed to by all Selling Members taking into consideration all prior distributions by the

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Company. As an accommodation to the Selling Members, Buyer has agreed that (and without creating any contractual or other legally enforceable obligation of Buyer or any of its Affiliates to any designee of a Selling Member) each Selling Member shall be entitled to direct the payment of any amounts payable to such Selling Member under this Agreement or the Escrow Agreement to any designees of such Selling Member by written notice to Buyer (including such Selling Member’s Member Acknowledgement and the Schedules and Exhibits thereto and hereto) and Buyer acknowledges the designations set forth on Schedule 3.3 and agrees to distribute the applicable portions of the Estimated Net Merger Consideration, Adjustment Amount and any other payments pursuant to this Article III , Article XII or the Escrow Agreement in accordance with Schedule 3.3 or as otherwise directed by the Holder Representative in writing to Buyer. For the avoidance of doubt, neither Buyer nor any Buyer Indemnified Party shall be responsible for calculating the amount of any payment to be made to any Selling Member or any designee of a Selling Member by Buyer after the Closing pursuant to Section  3.3 , Section  3.4 , Article XII , or the Escrow Agreement and, in the event of any dispute or uncertainty as to any such calculations, Buyer shall be entitled to conclusively rely on written instructions from the Holder Representative as to such calculations and shall have no liability to any Person in connection therewith.

(e) At the Effective Time, the transfer books of the Company shall be closed and no transfer of Interests shall be made thereafter.

3.2 Payment of Estimated Net Merger Consideration at Closing .

(a) At the Closing, Buyer shall pay, or cause to be paid, to each Selling Member (or their respective designees set forth on Schedule 3.3 ), by wire transfer of immediately available funds to the account(s) set forth opposite such Selling Member’s or its designees’ name on Schedule 3.3 under the heading “Wire Instructions”, that portion of the Cash Consideration allocable to such Selling Member (or such designees) as set forth opposite such Selling Member’s or its designees’ name on Schedule 3.3 under the heading “Cash Consideration at Closing”, which represents the Cash Consideration less the aggregate amount of cash to be deposited in the Adjustment Escrow Funds and the Indemnification Escrow Funds on the Closing Date and less the estimated Holder Representative Expenses as of the Closing Date. For purposes of this Agreement, (i) “ Cash Consideration ” means an amount, in cash, equal to $331,971,871 and any cash payable in lieu of fractional Series D Preferred Shares in accordance with this Section  3.2(a) , (ii) “ Preferred Stock Consideration ” means that number of validly issued, fully paid and non-assessable shares of Series D Preferred Shares, rounded down to the nearest number of whole shares, equal to (A) (x) the Estimated Net Merger Consideration minus (y) $331,971,871, divided by (B) the Preferred Price per Share, and (iii) “ Preferred Price per Share ” means $24.84375 per Series D Preferred Share. At the Closing, Buyer shall cause to be issued (I) to each Selling Member (or its designees) identified on Schedule 3.3 , that number of Series D Preferred Shares allocable to such Selling Member or its designee as set forth opposite its name on Schedule 3.3 under the heading “Preferred Stock Consideration at Closing” by delivering or causing to be delivered (as directed by such Selling Member in its Member Acknowledgement and set forth on Schedule 3.3 ) to such Selling Member or its designee, as applicable, (A) one or more stock certificates representing such Series D Preferred Shares or (B) such Series D Preferred Shares in book-entry form with the Transfer Agent; provided , that, for the avoidance of doubt, no fractional Series D Preferred Shares shall be issued to any Selling

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Member or its designees and in lieu of any such fractional shares, each Selling Member (or its designees) shall be entitled to receive an amount in cash, without interest, rounded up to the nearest cent, equal to the product obtained by multiplying (I) the amount of the fractional share interest in a Series D Preferred Share to which such Selling Member would be entitled multiplied by (II) the Preferred Price per Share.

(b) At the Closing, Buyer shall deliver, or cause to be delivered, to the account designated in writing by Wilmington Trust, N.A., as escrow agent of the parties hereto (the “ Escrow Agent ”) in accordance with the Escrow Agreement, a portion of the Estimated Net Merger Consideration equal to (i) $5,000,000 in cash, by wire transfer of immediately available funds to an account designated by the Escrow Agent to be held as Adjustment Escrow Funds in accordance with the Escrow Agreement, in order to provide the sole source of funds for the payment of certain amounts that may become payable to Buyer under Section  3.4(d) and (ii) $10,000,000 in cash, by wire transfer of immediately available funds into an escrow account designated by the Escrow Agent to be held as Indemnification Escrow Funds in accordance with the Escrow Agreement, which shall provide the sole source of funds for the payment of certain amounts that may become payable to Buyer under Article XII .

(c) At the Closing, Buyer shall pay, or cause to be paid, all Estimated Closing Date Company Transaction Expenses, by wire transfer of immediately available funds to the account(s) of the payees set forth on Schedule 3.2(c) (subject to any applicable employer and employee Taxes and withholdings as calculated by the Holder Representative).

(d) In the event that Buyer or any of its Subsidiaries receives any payment following the Closing in respect of any claims or rights asserted or held by the Company or its Subsidiaries as of the date hereof in connection with the Hanjin Bankruptcy Proceedings (such amount, the “ Hanjin Recovery Amount ”), Buyer shall (i) retain and hold for the benefit of the Selling Members the Seller Portion of the Hanjin Recovery Amount and (ii) promptly (and in no event more than five (5) Business Days following the date that Buyer or its Subsidiaries receives such payment) pay, or cause to be paid, to each Selling Member (or its designee) an amount equal to such Selling Member’s (or such designee’s) Allocation Percentage multiplied by the Seller Portion of the Hanjin Recovery Amount, in cash by wire transfer of immediately available funds to the account or accounts set forth in Schedule 3.3 with respect to such Selling Member (or its designees). Buyer agrees that it will, and will cause its Subsidiaries to pursue recovery for any claims or rights of the Company and its Subsidiaries in connection with the Hanjin Bankruptcy Proceedings that are consistent with the efforts that it uses to collect similar claims or rights for its own account or the account of its Subsidiaries (other than the Company) in connection therewith. Buyer shall keep the Holder Representative reasonably informed about the status of such claims or rights in respect of the Hanjin Bankruptcy Proceedings. The parties hereto agree that all amounts paid under this Section  3.2(d) shall be paid as Final Net Merger Consideration hereunder.

3.3 Estimated Gross Merger Consideration; Allocation of Cash Consideration and Preferred Stock Consideration . Schedule 3.3 sets forth in reasonable detail the Board of Managers’ good faith estimates of (a) (i) Closing Date Funded Debt (“ Estimated Closing Date Funded Debt ”), (ii) Closing Date Cash (“ Estimated Closing Date Cash ”), (iii) all Company Transaction Expenses to the extent not paid prior to the Closing (“ Estimated Closing Date

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Company Transaction Expenses ”), (iv) Closing Date Net Working Capital (“ Estimated Closing Date Net Working Capital ”), (v) the Estimated Net Working Capital Adjustment, (vi) the Estimated Gross Merger Consideration and (vii) the Estimated Net Merger Consideration based on the foregoing amounts, in each case, calculated in accordance with the terms of this Agreement, and (b) the allocation of Cash Consideration and Preferred Stock Consideration payable to each Selling Member (and/or its designees) at the Closing in accordance with Section  3.2 , together with wire transfer instructions and book-entry share deposit instructions for each Selling Member or its designees, as applicable.

3.4 Adjustment Amount .

(a) As soon as reasonably practicable following the Closing Date, and in any event within forty-five (45) calendar days thereof, Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Holder Representative (i) an unaudited consolidated balance sheet of the Company and its Subsidiaries (the “ Closing Balance Sheet ”), (ii) a calculation of Net Working Capital (“ Closing Date Net Working Capital ”), (iii) a calculation of the aggregate amount of all Funded Debt of the Company (“ Closing Date Funded Debt ”), (iv) a calculation of Cash of the Company (“ Closing Date Cash ”), (v) a calculation of the Company Transaction Expenses to the extent not paid prior to the Closing (“ Closing Date Company Transaction Expenses ”), (vi) the Closing Date Net Working Capital Adjustment, (vii) a recalculation of the Estimated Gross Merger Consideration using Closing Date Funded Debt instead of Estimated Closing Date Funded Debt, Closing Date Cash instead of Estimated Closing Date Cash, Closing Date Company Transaction Expenses instead of Estimated Closing Date Company Transaction Expenses and Closing Date Net Working Capital instead of Estimated Closing Date Net Working Capital (the “ Final Gross Merger Consideration ”), and (viii) a recalculation of the Estimated Net Merger Consideration using Closing Date Funded Debt instead of Estimated Closing Date Funded Debt, Closing Date Cash instead of Estimated Closing Date Cash, Closing Date Company Transaction Expenses instead of Estimated Closing Date Company Transaction Expenses and Closing Date Net Working Capital instead of Estimated Closing Date Net Working Capital (the “ Final Net Merger Consideration ”), in each case, calculated as of 11:59 P.M. Eastern Prevailing Time on the Business Day immediately prior to the Closing Date consistent (except as provided in this Section  3.4(a) ) with the Closing Balance Sheet. The Closing Balance Sheet shall be prepared in accordance with GAAP applied in a manner consistent with the principles applied in connection with the preparation of the audited balance sheet as of the Balance Sheet Date included in the Financial Statements (the “ Reference Balance Sheet ”); provided , however , that (x) except as set forth in clause (y), the Closing Balance Sheet, and in particular, the calculation of reserves in the Closing Balance Sheet (regardless of whether any such reserve is recorded as an offset to a current asset’s carrying value or is included as an accrued liability in the Closing Balance Sheet), shall be prepared using the same accounting practices, policies, judgments and methodologies used in the preparation of the Reference Balance Sheet and (y) (A) the Closing Balance Sheet shall not give effect to the consummation of the Merger, including any payments of cash in respect of the Estimated Net Merger Consideration or any financing transactions in connection therewith or, after the Effective Time, any other action or omission by Buyer, the Surviving Company or any of its Subsidiaries that is not in the ordinary course of business consistent with past practice, (B) the treatment of leases as capital leases or operating leases shall be identical to their treatment in the Reference Balance Sheet and (C) the Closing Balance Sheet shall not reflect any expense or liability for which

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Buyer is responsible under this Agreement. Following the Closing, Buyer shall provide the Holder Representative and its representatives reasonable access, during normal business hours, upon providing advance notice and in a manner that is not disruptive to the Company’s and its Subsidiaries’ business, to the records, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company and its Subsidiaries relating to the preparation of the Closing Balance Sheet and shall direct the personnel of the Company and its Subsidiaries to reasonably cooperate with the Holder Representative in connection with its review of the Closing Balance Sheet.

(b) If the Holder Representative shall disagree with such calculations of Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash, Closing Date Company Transaction Expenses, the Closing Date Net Working Capital Adjustment, the Final Gross Merger Consideration or the Final Net Merger Consideration, it shall notify Buyer of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement and the Holder Representative’s alternative calculations of such amounts, within thirty (30) days after its receipt of the Closing Balance Sheet. In the event that the Holder Representative does not provide a notice of disagreement within such thirty (30)-day period, the Holder Representative and Buyer shall be deemed to have agreed to the Closing Balance Sheet and the calculations of Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash, Closing Date Company Transaction Expenses, the Closing Date Net Working Capital Adjustment, the Final Gross Merger Consideration or the Final Net Merger Consideration, delivered by Buyer, which shall be final, binding and conclusive for all purposes hereunder. In the event any notice of disagreement is timely provided, all calculations not in dispute shall be treated as final, binding and conclusive for all purposes hereunder and Buyer and the Holder Representative shall use reasonable best efforts for a period of twenty (20) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculations of Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash, Closing Date Company Transaction Expenses, the Closing Date Net Working Capital Adjustment, the Final Gross Merger Consideration, or the Final Net Merger Consideration. If, at the end of such period, they are unable to resolve such disagreements, then any such remaining disagreements shall be resolved by an independent accounting or financial consulting firm of recognized international standing as may be mutually selected by Buyer and the Holder Representative (such firm, subject to the following proviso, the “ Auditor ”); provided , that if the Holder Representative and Buyer cannot agree on the Auditor, either party may request that the American Arbitration Association (the “ AAA ”) choose the Auditor, in which case the AAA’s choice of the Auditor will be binding and the expenses of the AAA will be shared 50% by Buyer and 50% by the Holder Representative as a Holder Representative Expense. Each of Buyer and the Holder Representative shall promptly provide their respective assertions regarding Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash, Closing Date Company Transaction Expenses, the Closing Date Net Working Capital Adjustment, the Final Gross Merger Consideration, and the Final Net Merger Consideration, and, to the extent relevant thereto, the Closing Balance Sheet in writing to the Auditor and to each other. The Auditor shall be instructed to render its determination with respect to such disagreements as soon as reasonably possible (which the parties hereto agree should not be later than sixty (60) days following the day on which the disagreement is referred to the Auditor). The Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which Closing Date Net Working Capital,

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Closing Date Funded Debt, Closing Date Cash, Closing Date Company Transaction Expenses, the Closing Date Net Working Capital Adjustment, the Final Gross Merger Consideration, and the Final Net Merger Consideration require adjustment (only with respect to the remaining disagreements submitted to the Auditor) in order to be determined in accordance with Section  3.4(a) (including the definitions of the defined terms used in Section  3.4(a) ). The determination of the Auditor shall be final, conclusive and binding on the parties. The date on which Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash, Closing Date Company Transaction Expenses, the Closing Date Net Working Capital Adjustment, the Final Gross Merger Consideration and the Final Net Merger Consideration are finally determined in accordance with this Section  3.4(b) is hereinafter referred to as the “ Determination Date .” All fees and expenses of the Auditor relating to the work, if any, to be performed by the Auditor hereunder shall be borne equally by Buyer, on the one hand, and the Holder Representative as a Holder Representative Expense, on the other hand.

(c) The “ Adjustment Amount ,” which may be positive or negative, shall mean an amount equal to the Final Net Merger Consideration (as finally determined in accordance with Section  3.4(b) ) minus the Estimated Net Merger Consideration.

(d) If the Adjustment Amount is a positive number, then, promptly following the Determination Date, and in any event within three (3) Business Days of the Determination Date, (i) Buyer shall pay to each Selling Member (or its designees) an amount in cash equal to such Selling Member’s (or such designees’) Allocation Percentage multiplied by the Adjustment Amount; provided , that in no event shall the aggregate amount payable by Buyer pursuant to this clause (i) exceed $5,000,000, and (ii) the Escrow Agent shall pay to each Selling Member (or its designees set forth on Exhibit D to the Escrow Agreement) such Selling Member’s (or such designees’) Allocation Percentage multiplied by the Adjustment Escrow Funds. If the Adjustment Amount is zero or a negative number (the absolute value of such amount, the “ Deficit Amount ”), then, promptly following the Determination Date, and in any event within three (3) Business Days of the Determination Date, (x) the Escrow Agent shall pay, from the Adjustment Escrow Funds to Buyer an amount equal to the Deficit Amount (if any) and (y) the Escrow Agent shall pay to each Selling Member (or its designees set forth on Exhibit D to the Escrow Agreement) an amount equal to (A) such Selling Member’s (or such designees’) Allocation Percentage multiplied by (B) the aggregate amount of any remaining Adjustment Escrow Funds, if any. Upon determination of the Adjustment Amount pursuant to Section  3.4(b) and Section  3.4(c) , each of Buyer and the Holder Representative shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse the Adjustment Escrow Funds in accordance with this Section  3.4(d) . In no event shall the Holder Representative or any Selling Member have any liability under this Section  3.4 in excess of such Selling Member’s and its designees’ aggregate allocable share of the Adjustment Escrow Funds. In no event shall Buyer have any liability under this Section  3.4 in excess of the aggregate amount of the Adjustment Escrow Funds.

3.5 Holder Representative Expenses . On or prior to the Closing Date, the Holder Representative may provide to Buyer a written estimate (which estimate shall include such reserves as the Holder Representative determines in good faith to be appropriate for any Holder Representative Expenses that are not then known or determinable) of the aggregate amount of the fees and expenses incurred, or that may in the future be incurred, by the Holder

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Representative on behalf of the Company, its Subsidiaries and the Selling Members in connection with the preparation, negotiation and execution of this Agreement or the consummation of the transactions contemplated hereby or otherwise in its capacity as the Holder Representative (the “ Holder Representative Expenses ”). On the Closing Date, Buyer shall pay to the Holder Representative or to such other persons (and in such amounts) as may be designated by the Holder Representative, by wire transfer to an account or accounts designated by the Holder Representative in writing at least two (2) Business Days prior to the Closing Date, immediately available funds in the amount of such estimated Holder Representative Expenses. Whether or not paid on or prior to the Closing Date, no amount shall be included on the Closing Balance Sheet with respect to liabilities for the Holder Representative Expenses.

3.6 Withholding Rights . Any Person making a payment under this Agreement after the Closing shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement, such amounts as they are required to deduct and withhold with respect to the making of such payment under any provision of Tax Law. The Person making any such post-Closing payment shall provide written notice to the Person entitled to receive such payment of its intent to deduct and withhold at least five (5) days prior to deducting and withholding amounts from such payment and if requested by the Person who is to receive such payment shall consult in good faith with such Person prior to withholding such amount. The Person making such payment shall be entitled, without violating any provisions of this Agreement or being subject to any penalties or interest, to delay such payment by a period, not to exceed five (5) days, to the extent necessary to comply with the requirement provided in the preceding sentence to provide a notice at least five (5) days prior to deducting and withholding. Buyer (after inquiring with the Escrow Agent) is not aware of any obligation to deduct or withhold amounts from any consideration. If a Person making a payment under this Agreement withholds any such amounts and pays such amounts to the appropriate Governmental Authority, the amounts so withheld shall be treated for all purposes of this Agreement as having been paid to the Person who was otherwise entitled to receive such payment.

3.7 Legend . The Preferred Stock Consideration issuable at Closing pursuant to Section  3.2 will be subject to the following restrictions on transfer under the Securities Act and any certificate or book-entry account statement representing the Preferred Stock Consideration will be endorsed with the following legends (which Buyer shall cause to be promptly removed at a Selling Member’s written request at such time as such restrictions, as applicable, no longer apply):

(a) THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE OTHER SECURITIES LAWS, (2) TO THE COMPANY, (3) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, OR (5) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR SUCH LAWS AFTER PROVIDING A REPRESENTATION LETTER FROM SUCH TRANSFEROR CONFIRMING COMPLIANCE WITH SUCH LAWS AND IN A FORM REASONABLY SATISFACTORY TO THE COMPANY; and

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(b) Any other legend required to be placed thereon by applicable United States federal or state, or other applicable state and foreign securities Laws.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the schedules to this Agreement previously exchanged among the parties (the “ Schedules ”), the Company represents and warrants to Buyer and Merger Sub as of the date of this Agreement as follows:

4.1 Organization; Authority; Qualification . The Company has been duly organized and is validly existing as a limited liability company in good standing under the Laws of the Republic of the Marshall Islands and has the requisite limited liability company power and authority to operate and to own or lease its properties and to conduct its business as it is now being conducted. The copies of the Organizational Documents of the Company previously made available by the Company to Buyer or its representatives are true and complete. The Company is duly licensed or qualified to do business and (where applicable) is in good standing as a foreign corporation in each jurisdiction in which the ownership of its property or the character of its activities or the properties the Company owns, leases or operates or the nature of the business conducted by the Company is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company.

4.2 Subsidiaries . The Subsidiaries of the Company have been duly formed or organized, and are validly existing and in good standing under the laws of their respective jurisdictions of incorporation or organization and have the power and authority to operate and to own or lease their respective properties and to conduct their respective businesses as now being conducted. The Company has previously provided to Buyer or its representatives true and complete copies of the Organizational Documents of its Subsidiaries. Each Subsidiary of the Company is duly licensed or qualified to do business and (where applicable) in good standing as a foreign corporation (or other entity, if applicable) in each jurisdiction in which the ownership of its property or the character of its activities or the properties the Company owns, leases or operates or the nature of the business conducted by the Company is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company.

4.3 Due Authorization . The Company has all requisite limited liability company power and authority to execute and deliver this Agreement and all other instruments and agreements to be delivered by the Company as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and (subject to the consents, approvals, authorizations and other requirements described in Section  4.5 ) to consummate the transactions contemplated

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hereby and thereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary limited liability company action, and no other corporate proceeding on the part of the Company is necessary to authorize this Agreement. This Agreement and all other instruments and agreements to be executed and delivered by the Company as contemplated hereby and thereby have been duly and validly executed and delivered by the Company and (assuming this Agreement constitutes a legal, valid and binding obligation of Buyer and Merger Sub) constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, the “ Remedies Exception ”).

4.4 No Conflict . Except as set forth on Schedule 4.4 and subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section  4.5(a) , Section  4.5(c) and Section  4.5(e) or on Schedule 4.5 , the execution and delivery of this Agreement and all other instruments and agreements to be delivered by the Company as contemplated hereby and thereby and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not, as of the Closing, (a) violate any provision of, or result in the breach of, any applicable Law to which the Company or any of its Subsidiaries is subject or by which any property or asset of the Company or any of its Subsidiaries is bound, (b) conflict with the Organizational Documents of the Company or any of its Subsidiaries, (c) violate any provision of, conflict with, result in the acceleration of any obligation or loss of any benefits under or result in a breach of, or require a consent under, any Contract which is, or should be, listed on Schedule 4.12(a) , or terminate or result in the termination of any such Contract, or result in the creation of any Lien under any such Contract upon any of the properties or assets of the Company or any of its Subsidiaries, or constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination or creation of a Lien or (d) result in a violation or revocation of any required license, permit or approval from any Governmental Authority, except to the extent that the occurrence of any of the foregoing items set forth in clauses (a), (c) or (d) have not had or would not reasonably be expected to have (x) a material adverse effect on the ability of the Company to enter into and perform its obligations under this Agreement or (y) a Material Adverse Effect on the Company.

4.5 Consents . No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or any other Person is required on the part of the Company or any of its Subsidiaries with respect to the Company’s execution or delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (a) applicable requirements of any Antitrust Laws, (b) any consents, approvals, authorizations, designations, declarations or filings, the absence of which have not had or would not reasonably be expected to have a Material Adverse Effect on the Company, (c) compliance with any applicable requirements of the securities Laws, (d) as otherwise disclosed on Schedule 4.5 and (e) the filing of the Certificate of Merger in accordance with the MILLCA.

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4.6 Capitalization of the Company .

(a) The issued and outstanding equity interests of the Company consist solely of the Interests. The Interests of each Member as of the date hereof (including all Interests received by TML pursuant to the Tiger Management Agreement on or prior to the date hereof) are set forth opposite the name of each Member on Schedule 4.6(a) . All of the issued and outstanding Interests have been duly authorized and validly issued and are fully paid and nonassessable. The Interests were issued in compliance with applicable Laws and were not issued in violation of the Organizational Documents of the Company or any other Contract, agreement, arrangement or commitment to which the Company or any of its Subsidiaries is a party and are not subject to or in violation of any preemptive or similar rights of any Person.

(b) Other than as set forth in the Company LLC Agreement or the Tiger Management Agreement, (i) the Company has not granted or issued any outstanding options, warrants, calls, rights or other securities convertible into or exchangeable or exercisable for any equity or voting interests in the Company, or any other commitments or agreements (including preemptive rights) providing for the issuance of additional equity interests in the Company or any of its Subsidiaries, or for the repurchase or redemption of any equity interest of the Company or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any equity or voting interests in the Company, (ii) there are no agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its equity interests, (iii) there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the equity or voting interests in, the Company, (iv) there is no Voting Debt of the Company issued or outstanding and (v) there are no irrevocable proxies and no voting agreements with respect to any equity or voting interests in, the Company.

4.7 Capitalization of Subsidiaries . Schedule 4.7 lists every Subsidiary of the Company including the authorized and issued equity securities of each such Subsidiary. The outstanding shares of capital stock of (or other equity interests in) each of the Company’s Subsidiaries have been duly authorized and validly issued and (if applicable) are fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights of any Person. Except as set forth on Schedule 4.7 , (a) the Company or one or more of its wholly owned Subsidiaries own of record and beneficially all the issued and outstanding shares of capital stock of (or other equity interests in) such Subsidiaries free and clear of any Liens other than (i) as may be set forth in the Organizational Documents of such Subsidiary, (ii) for any restrictions on sales of securities under applicable securities Laws and (iii) Liens described in subclauses (iv) and (vi) of the definition of Permitted Liens and (b) neither the Company nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other equity, ownership, proprietary or voting interest in any Person other than the Subsidiaries of the Company set forth on Schedule 4.7 . Except as set forth on Schedule 4.7 , (i) there are no outstanding options, warrants, calls, rights or other securities convertible into or exercisable or exchangeable for any shares of capital stock of (or other equity or voting interests in) such Subsidiaries, any other commitments or agreements (including preemptive rights) providing for the issuance of additional shares (or other equity interests), the sale of treasury shares, or for the repurchase or redemption of such Subsidiaries’ shares of capital stock (or other equity interests) or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire,

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any equity or voting interests in such Subsidiaries, (ii) there are no agreements of any kind which may obligate any Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its shares of capital stock (or other equity interests), (iii) there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the equity or voting interests in, such Subsidiaries, (iv) no such Subsidiary has any Voting Debt issued or outstanding and (v) there are no irrevocable proxies and no voting agreements with respect to any equity or voting interests in, any such Subsidiaries.

4.8 Financial Statements . Attached as Schedule 4.8 are the audited consolidated balance sheet and statements of net income (loss) and comprehensive income (loss), members’ equity and cash flow of the Company and its Subsidiaries as of and for the twelve-month periods ended December 31, 2015, December 31, 2016 and December 31, 2017 (the “ Balance Sheet Date ”), together with the auditor’s reports thereon (the “ Financial Statements ”). Except as set forth on Schedule 4.8 , the Financial Statements (including the footnotes thereto) present fairly, in all material respects, the consolidated financial position and results of operations and members’ equity of the Company and its Subsidiaries as of the dates and for the periods indicated in such Financial Statements in conformity with GAAP consistently followed throughout the periods indicated.

4.9 Undisclosed Liabilities .

(a) There is no Liability, claim, debt or obligation of the Company or any of its Subsidiaries of a type required to be reflected or reserved for on a consolidated balance sheet of the Company prepared in accordance with GAAP, except for Liabilities and obligations (i) reflected or reserved for on the Financial Statements or disclosed in the notes thereto, (ii) that are included in Company Transaction Expenses, (iii) expressly disclosed in the Schedules (including any payment or other Liability pursuant to a Contract disclosed in the Schedules) or on Schedule 4.9(a) , (iv) that individually are not in excess of $1,000,000 and that have arisen since December 31, 2017 in the ordinary course of the operation of the business of the Company and its Subsidiaries, or (v) that have arisen since December 31, 2017 outside the ordinary course of business and do not otherwise exceed $1,000,000 in the aggregate.

(b) None of the Company nor any of the Company’s Subsidiaries is a party to any off balance sheet arrangement, including any “off balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC).

4.10 Litigation and Proceedings . Except as set forth on Schedule 4.10 , there are no pending or, to the knowledge of the Company, threatened, Actions (other than investigations) or other proceedings at law or in equity or, to the knowledge of the Company, investigations, in each case, before or by any Governmental Authority against the Company or any of its Subsidiaries that, in each case, if resolved adversely to the Company or any of its Subsidiaries, would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. There is no unsatisfied judgment or Governmental Order binding upon the Company or any of its Subsidiaries.

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4.11 Legal Compliance .

(a) Except with respect to matters set forth on Schedule 4.11 , since January 1, 2015, the Company and its Subsidiaries have been in compliance in all material respects with all Laws applicable to the Company and its assets (including the Vessels). Neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority of a material violation of any applicable Law at any time since January 1, 2013.

(b) Since January 1, 2015, none of the Company, its Subsidiaries or any of their respective representatives or other Persons acting on behalf of any of the foregoing (excluding Buyer and its Affiliates) has taken or committed to take any action which would cause the Company, its Subsidiaries or any of their respective representatives to be in violation of applicable Laws with respect to anticorruption, including but not limited to (to the extent applicable under applicable Laws) (i) making payments or providing services that were not legal to make or provide or that were not legal for the Persons receiving them to receive, such as for illegal political contributions, bribes and kickback payments, (ii) offering or agreeing to offer anything of value to any governmental official, political party, international organization official or any candidate for public office, for the purpose of influencing that official to assist in obtaining or retaining business and (iii) employing or retaining as a consultant or advisor, any governmental or political official in any country while such official was in office. Since January 1, 2015, the Company and its Subsidiaries have not received written notice from a Governmental Authority alleging any of the foregoing.

(c) Since January 1, 2015, none of the Company, its Subsidiaries or any of their respective representatives or other Persons acting on behalf of any of the foregoing (excluding Buyer and its Affiliates) (i) has used any corporate or other funds for unlawful gifts or entertainment, (ii) established or maintained any unlawful funds, (iii) made any unlawful payment to any foreign or domestic government official or employee from corporate funds, or (iv) has accepted or received any unlawful contributions, payments, gifts or expenditures.

4.12 Contracts; No Defaults .

(a) Schedule 4.12(a) contains a listing of all Contracts described in clauses (i) through (xv) below to which the Company or any of its Subsidiaries is a party (other than Company Benefit Plans and Contracts relating to insurance policies set forth on Schedule 4.16 ). True and complete copies of the Contracts listed on Schedule 4.12(a) have been delivered to or made available to Buyer or its representatives.

(i) Each Contract (other than (x) purchase orders with suppliers entered into in the ordinary course of business and (y) Contracts of the type (without giving effect to dollar thresholds) described in other clauses of this Section  4.12(a)(a) ) that the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Company or any of its Subsidiaries of more than $5,000,000 which are not cancelable (without penalty, cost or other liability) by giving notice of 90 days or less;

(ii) Each note, debenture, other evidence of indebtedness, guarantee, loan, credit or financing agreement or instrument or other contract for Funded Debt by the Company or any of its Subsidiaries, in each case, having an outstanding principal amount in excess of $250,000;

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(iii) Each Contract or letter of intent for the acquisition of any assets or of any Person or any business division thereof or the disposition of any assets of the Company or any of its Subsidiaries, in each case, involving payments in excess of $5,000,000 other than Contracts in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing;

(iv) Each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, (x) provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property and (y) involves annual payments in excess of $10,000;

(v) Each joint venture Contract, partnership agreement, strategic alliance, shareholders’ agreement, joint development or limited liability company agreement with a third party (in each case, other than with respect to wholly owned Subsidiaries of the Company);

(vi) Each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $5,000,000, other than any capital expenditures relating to Pending Vessel construction;

(vii) Each Contract containing covenants expressly limiting in any material respect the freedom of the Company or any of its Subsidiaries or any of their controlled Affiliates to compete with any Person in a product line or line of business or to operate in any geographic area;

(viii) Each Contract that contains restrictions with respect to payment of dividends or any other distribution in respect of the capital stock or other equity interests of the Company or any Subsidiary;

(ix) Each management service, consulting, financial advisory or any other similar type Contract;

(x) Each Contract involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute;

(xi) Each Contract involving a standstill, material confidentiality or similar obligation restricting the Company or any of its Subsidiaries;

(xii) Each ship-sales, memoranda of agreement or other vessel Contract for Pending Vessels and secondhand vessels and other material Contracts with respect to Pending Vessels or the financing thereof, including performance guarantees, refund guarantees and future charters and supervision agreements;

(xiii) Each Contract pursuant to which a Vessel is leased or chartered to a third party, including all bareboat charters;

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(xiv) Each operating agreement, management agreement, crewing agreement, contract of affreightment or financial lease (including any sale/leaseback agreement or similar arrangement) with respect to any Vessel; and

(xv) Each Contract (x) for the employment of any officer, individual employee or other Person on a full-time or consulting basis or (y) requiring severance payments or payments upon a change-in-control (excluding, in each case, crew members of the Vessels).

(b) Except as set forth on Schedule 4.12(b) , all of the Contracts set forth on Schedule 4.12(a) are (i) in full force and effect and are enforceable in accordance with the terms thereof, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Company or one of its Subsidiaries party thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations of the other parties thereto. Except as set forth on Schedule 4.12(b) , and except, in each case, where the occurrence of such breach or default has not, and would not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole, (x) neither the Company, any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in breach of or default under any such Contract, (y) neither the Company nor any of its Subsidiaries has received any written claim or notice of material breach of or material default under any such Contract, and (z) no event has occurred which, individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Contract (in each case, with or without notice or lapse of time or both).

4.13 Company Benefit Plans

(a) Schedule 4.13(a) sets forth a complete list of each material written employee benefit plan providing compensation or other benefits to any current or former director, officer or employee, which are maintained, sponsored or contributed to or by the Company or any of its Subsidiaries and under which the Company or any of its Subsidiaries has any material obligation or liability (each a “ Company Benefit Plan ”). The Company has delivered or made available to Buyer or its representatives true and complete copies of each such Company Benefit Plan and any trust agreement relating to such plan.

(b) Except as would not reasonably be expected to have a Material Adverse Effect on the Company: (i) each Company Benefit Plan has been administered and maintained in accordance with its terms and all applicable Laws, (ii) all contributions required to be made with respect to any Company Benefit Plan on or before the date hereof have been made and (iii) all contributions or payments for any period ending on or before the Closing Date which are not yet due have been paid or accrued on the Financial Statements.

(c) None of the Company, its Subsidiaries, nor any of their ERISA Affiliates has ever maintained, contributed to or been obligated to contribute to, or had any Liability in respect of any (i) Multiemployer Plan or (ii) a pension plan (within the meaning of Section 3(2) of ERISA) subject to Title IV or Section 302 of ERISA or to Sections 412 or 4971 of the Code. No Company Benefit Plan provides for post-retirement life or health insurance, benefits or coverage for any participant or any beneficiary of a participant, except as may be required by Law.

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(d) Except as set forth on Schedule 4.13(d) , neither the execution and delivery of this Agreement, nor the consummation of the Merger will (i) result in any payment (including, without limitation, severance, golden parachute, bonus or otherwise) becoming due to any current or former employee, individual independent contractor or director or other Affiliate of the Company or its Subsidiaries; (ii) increase any benefits otherwise payable under any Company Benefit Plan or the Company’s obligation under any Company Benefit Plan; (iii) result in the acceleration of the time of payment or vesting of any such payments or benefits; (iv) directly or indirectly cause the funding of (or the transfer or setting aside of any assets to fund) any benefits under any Company Benefit Plan; or (v) limit or restrict the right to merge, materially amend, terminate or transfer the assets of any Company Benefit Plans.

(e) With respect to the Company Benefit Plans, (i) as of the date hereof, no Actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of the Company, threatened, and (ii) to the knowledge of the Company, no facts or circumstances exist that would reasonably be expected to give rise to any such Actions, suits or claims.

4.14 Taxes . Except as set forth on Schedule 4.14 :

(a) All material Tax Returns required to be filed by or with respect to the Company or any of its Subsidiaries have been properly prepared and timely filed, and all such Tax Returns are true and complete in all material respects.

(b) The Company and its Subsidiaries have fully and timely paid all material Taxes which are due and payable by the Company and its Subsidiaries.

(c) All material Taxes required to be withheld or collected by the Company and its Subsidiaries have been duly withheld or collected and paid over to the appropriate Governmental Authority in compliance with all applicable legal requirements.

(d) No material deficiency for any Taxes has been asserted or assessed by any Governmental Authority in writing against the Company or any of its Subsidiaries (or, to the knowledge of the Company, has been threatened or proposed), except for deficiencies which have been satisfied by payment, settled or withdrawn. No audit or other proceeding by any Governmental Authority is being conducted, or is pending or threatened in writing, or to the knowledge of the Company, proposed against the Company or any of its Subsidiaries with respect to any Taxes or Tax Returns of the Company or any of its Subsidiaries. There are no material Liens for Taxes upon any asset of the Company or any of its Subsidiaries, except for Permitted Liens. No Governmental Authority in a jurisdiction where the Company or its Subsidiaries do not file Tax Returns has made any written claim that the Company or any of its Subsidiaries is or may be subject to Tax in that jurisdiction.

(e) There are no Tax indemnification or Tax sharing agreements under which the Company or any of its Subsidiaries would reasonably be expected to be liable after the Closing Date for a material Tax liability of any Person that is neither the Company nor one of its Subsidiaries, other than customary agreements or arrangements with customers, vendors, lessors, lenders and the like or other agreements that do not relate primarily to Taxes.

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(f) Neither the Company nor any of its Subsidiaries has any liability for the Taxes of any Person (other than Taxes of the Company or its Subsidiaries) as a transferee, successor or member of or as a former member of a combined, consolidated, unitary or affiliated group for tax purposes.

(g) The Company is, and has been, since its inception, properly treated as a partnership for U.S. federal income tax purposes. No election has been made under Treasury Regulation Section 301.7701-3(c) to treat the Company as a corporation for income Tax purposes. Each Subsidiary of the Company set forth on Schedule 4.14 is, and has been, since its inception, treated as an association taxable as a corporation for U.S. federal income tax purposes. Except as set forth on Schedule 4.14 , each other Subsidiary of the Company is and has been, since its inception, treated for U.S. federal income tax purposes as an entity that is disregarded as separate from the entity that is its owner for U.S. federal income tax purposes.

Notwithstanding anything to the contrary in this Agreement, the representations and warranties in this Section  4.14 shall be the only representations or warranties of the Company in this Agreement with respect to Tax matters and may only be relied upon for purposes of liability for taxable periods (or portions thereof) ending on or prior to the Closing Date. Nothing in this Section  4.14 or otherwise in this Agreement shall be construed as a representation or warranty with respect to the amount or availability in a taxable period (or portion thereof) beginning after the Closing Date of the tax basis of any asset, any net operating loss, capital loss, Tax credit carryover existing, generated or arising in or in respect of a taxable period (or portion thereof) ending on or before the Closing Date.

4.15 Brokers ’ Fees . Except as set forth on Schedule 4.15 , no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other similar commission or payment, for which Buyer, the Company or any of its Subsidiaries would be liable in connection with the transactions contemplated by this Agreement or any similar transactions (it being understood that all such fees, commissions and expenses constitute Company Transaction Expenses).

4.16 Insurance . Schedule 4.16 contains an accurate and complete list of all material insurance policies of property (including with respect to hull and machinery), fire and casualty, environmental (including protection and indemnity), and other forms of insurance held by, or for the benefit of, the Company or any of its Subsidiaries. True and complete copies of such insurance policies have been made available to Buyer or its representatives. Except as set forth in Schedule 4.16 , (i) neither the Company nor any of its Subsidiaries has received any written notice from any insurer under any such insurance policies, canceling or materially adversely amending any such policy or denying renewal of coverage thereunder and (ii) all premiums on such insurance policies due and payable have been paid.

4.17 Absence of Changes .

(a) Except as set forth on Schedule 4.17 , from the Balance Sheet Date to the date of this Agreement, there has not been any Material Adverse Effect on the Company or any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect on the Company.

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(b) Except as set forth on Schedule 4.17 or as expressly contemplated by this Agreement, from the Balance Sheet Date through the date of this Agreement, the Company and its Subsidiaries have, in all material respects, conducted their business and operated their properties in the ordinary course of business consistent with past practice.

4.18 Affiliate Matters . Except (a) as set forth on Schedule 4.18 , (b) the Company Benefit Plans and (c) Contracts, arrangements, understandings or commitments solely between or among the Company and any of its wholly-owned Subsidiaries, neither the Company nor any of its Subsidiaries is party to any Contract, arrangement, understanding or commitment with any (i) present or former officer or director or other Affiliate of the Company or any of its Subsidiaries or (ii) Selling Member or any of their respective Affiliates (other than the Company and its wholly-owned Subsidiaries).

4.19 Labor Matters . Except with respect to crew members of the Vessels or services that would be provided pursuant to the Seaspan Management Agreement:

(a) the Company and its Subsidiaries are in compliance with all applicable material labor and employment Laws, and those applicable Laws relating to wages, hours, workplace safety and health, immigration, individual and collective termination, discrimination, data privacy and worker classification (including the proper classification of workers as independent contractors and consultants) except as has not had or would not reasonably be expected to have, a Material Adverse Effect on the Company;

(b) there are no pending material claims against the Company or its Subsidiaries under any workers compensation plan or policy or for long term disability;

(c) there are no controversies pending or, to the knowledge of the Company, threatened, between the Company or its Subsidiaries and any of its employees; and

(d) neither the Company nor any of its Subsidiaries (i) has ever been a party to or bound by any collective bargaining agreement or other labor union Contract, (ii) is negotiating a collective bargaining agreement or (iii) has any duty to bargain with any labor organization.

4.20 Permits Except as would be provided or obtained pursuant to the Seaspan Management Agreement, the Company and its Subsidiaries possess all material federal, state, local and foreign permits, approvals, licenses, authorizations, certificates, rights, exemptions and orders from Governmental Authorities or required by applicable Law (collectively, the “Permits”) that are necessary for the operation of the business of the Company and/or its Subsidiaries as presently conducted, or that are necessary for the lawful ownership of their respective properties and assets. Other than with respect to Permits held by the Company or its Subsidiaries in connection with the ownership or operation of the Vessels or as would be provided pursuant to the Seaspan Management Agreement, (i) the Company has delivered or made available to Buyer for inspection a true and correct copy of each Permit obtained or possessed by the Company and its Subsidiaries, (ii) all such Permits are valid and have not lapsed, been cancelled, terminated or withdrawn, (iii) the Company and each of its Subsidiaries

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are in compliance with all such Permits in all material respects and (iv) no proceeding to modify, suspend, revoke, withdraw, terminate or otherwise limit any such Permit is pending, or, to the knowledge of the Company, threatened and the Company does not know of any valid basis for such proceeding, including the transactions contemplated hereby. No Action has been taken, or, to the knowledge of the Company, threatened, in connection with the expiration, continuance or renewal of any such Permit and, to the knowledge of the Company, there is no valid basis for any such proceeding.

4.21 Vessels; Other Assets .

(a) Each Vessel is owned directly by the applicable Subsidiary of the Company as set forth on Schedule 4.21(a) and such Subsidiary of the Company has good and marketable title to the applicable Vessel owned by it, free and clear of all Liens other than Permitted Liens. Each Vessel listed on Schedule 4.21(a) is duly registered in the name of the Subsidiary that owns it under the Laws and the flag of such Vessel’s flag state as set forth on Schedule 4.21(a) and no other action is necessary to establish and perfect such Subsidiary’s title to and interest in the applicable Vessel as against any charterer or third party.

(b) Except as set forth on Schedule 4.21(b) , each Vessel listed on Schedule 4.21(a) is free of average damage affecting its class. The Company has valid title to, or a valid license to use, all other tangible and intangible assets (other than the Vessels and all related inventory and supplies) used in the operation of its business free and clear of all Liens other than Permitted Liens. Neither the Company nor its Subsidiaries owns, leases or operates any material revenue generating assets other than the Vessels and any office equipment used in connection with the ownership of, or business of owning, the Vessels.

(c) Neither the Company nor any of its Subsidiaries owns or has ever owned an interest in real property.

4.22 Books and Records . The respective minute books of the Company and its Subsidiaries, as previously delivered or made available to Buyer, (a) are true and complete in all material respects and (b) contain accurate records of all meetings of, and corporate action taken by (including action taken by written consent) the respective shareholders or equityholders, as applicable, and boards of managers, directors or similar governing bodies (including committees thereof), as applicable, of the Company and each of its Subsidiaries.

4.23 Bank Accounts, Powers of Attorney . Set forth on Schedule 4.23 is an accurate and complete list showing (a) the name and address of each bank in which the Company or any of its Subsidiaries has an account or safe deposit box, the number of any such account or any such box and the names of all Persons authorized to draw thereon or to have access thereto and (b) the names of all Persons, if any, holding powers of attorney from the Company or any of its Subsidiaries and a summary statement of the terms thereof.

4.24 No Additional Representations or Warranties . Except as provided in this Agreement or any Member Acknowledgement, neither the Company nor any of its Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty regarding the Company and its Subsidiaries to Buyer, Merger Sub or their respective Affiliates, directors, officers,

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employees, stockholders, partners, members or representatives, and no such party shall be liable in respect of the accuracy or completeness of any information provided to Buyer or Merger Sub or their respective Affiliates, directors, officers, employees, stockholders, partners, members or representatives.

ARTICLE V.

RESERVED

ARTICLE VI.

REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB

Except as set forth in the Schedules, Buyer and Merger Sub represent and warrant to the Company as of the date of this Agreement as follows:

6.1 Organization ; Authority; Qualification . Buyer has been duly incorporated and is validly existing as a corporation in good standing under the Laws of the Republic of the Marshall Islands and has the corporate power and authority to operate and to own or lease its properties and to conduct its business as it is now being conducted. Merger Sub has been duly formed and is validly existing as a limited liability company in good standing under the Laws of the Republic of the Marshall Islands and has the requisite limited liability company power and authority to operate and to own or lease its properties and to conduct its business as it is now being conducted. Copies of the Organizational Documents of each of Buyer and Merger Sub previously made available by Buyer to the Company are true and complete. Each of Buyer and Merger Sub is duly licensed or qualified and (where applicable) is in good standing as a foreign corporation in each jurisdiction in which the ownership of its property or the character of its activities or the properties Buyer owns, leases or operates or the nature of the business conducted by Buyer is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effect on Buyer or Merger Sub. Buyer owns, beneficially and of record, all of the outstanding equity interests of Merger Sub, free and clear of all Liens. Merger Sub is a limited liability company newly formed under the laws of the Republic of the Marshall Islands. As a result of the Merger, the Surviving Company will be treated as an entity that is disregarded as separate from Seaspan Investment I Ltd., a wholly owned subsidiary of Buyer, for U.S. tax purposes. For U.S. tax purposes, Buyer and Seaspan Investment I Ltd. will treat the Final Net Merger Consideration as a contribution from Buyer to Seaspan Investment I Ltd. immediately prior to the Merger. Buyer has entered into or will enter into a binding, written agreement with Seaspan Investment I Ltd. requiring Buyer and Seaspan Investment I Ltd. to treat Seaspan Investment I Ltd. as the purchaser of the interests in the Company from the Selling Members and as the payor of the Final Net Merger Consideration for U.S. tax purposes.

6.2 Due Authorization .

(a) Buyer has all requisite corporate power and authority to execute and deliver this Agreement and all other instruments and agreements to be delivered by Buyer as contemplated hereby, to perform its obligations hereunder and thereunder and (subject to the consents, approvals, authorizations and other requirements described in Section  6.5 ) to perform all

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obligations to be performed by it hereunder. The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors of Buyer and no other corporate proceeding on the part of Buyer is necessary to authorize this Agreement and all other instruments and agreements to be delivered by Buyer as contemplated hereby. This Agreement and all other instruments and agreements to be executed and delivered by Buyer as contemplated hereby and thereby have been duly and validly executed and delivered by Buyer and (assuming this Agreement and all other instruments and agreements to be executed and delivered by Buyer as contemplated hereby constitute legal, valid and binding obligations of the Company, the Selling Members and Holder Representative) constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms, subject to the Remedies Exception.

(b) Merger Sub has all requisite limited liability company power and authority to execute and deliver this Agreement and all other instruments and agreements to be delivered by Merger Sub as contemplated hereby and thereby, to perform its obligations hereunder and thereunder (subject to the consents, approvals, authorizations and other requirements described in Section  6.5 ). The execution and delivery of this Agreement by Merger Sub and the consummation by Merger Sub of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary limited liability company action, and no other proceeding on the part of Merger Sub is necessary to authorize this Agreement and all other instruments and agreements to be delivered by Merger Sub as contemplated hereby or to consummate the transactions contemplated hereby. This Agreement and all other instruments and agreements to be delivered by Merger Sub as contemplated hereby have been duly and validly executed and delivered by Merger Sub and (assuming this Agreement and all other instruments and agreements to be executed and delivered by Merger Sub as contemplated hereby constitute legal, valid and binding obligations of the Company, the Selling Members and Holder Representative) constitute legal, valid and binding obligations of Merger Sub, enforceable against Merger Sub in accordance with their terms, subject to the Remedies Exception.

6.3 No Conflict . Except as set forth on Schedule 6.3 , the execution and delivery of this Agreement and all other instruments and agreements to be delivered by the Company and Merger Sub as contemplated hereby and the consummation by them of the transactions contemplated hereby (including the issuance of the Preferred Stock Consideration), subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section  6.5(a) , Section  6.5(b) or Section  6.5(e) or on Schedule 6.5 , do not and will not, as of the Closing, (a) violate any provision of, or result in the breach of any applicable Law to which Buyer or Merger Sub is subject or by which any property or asset of Buyer or Merger Sub is bound, (b) conflict with the Organizational Documents of Buyer or any Subsidiary of Buyer (including Merger Sub), or (c) violate any provision of, conflict with, result in the acceleration of any obligation or loss of any benefits under or result in a breach of, or require a consent under, any material agreement, indenture or other instrument to which Buyer or any Subsidiary of Buyer (including Merger Sub) is a party or by which Buyer or any Subsidiary of Buyer (including Merger Sub) may be bound, or terminate or result in the termination of any such agreement, indenture or instrument, or result in the creation of any Lien under any such agreement, indenture or instrument upon any of the properties or assets of Buyer or any Subsidiary of Buyer (including Merger Sub) or constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination or creation of a Lien, except to the extent that the occurrence of the foregoing items set forth in clauses (a) or (c) have not had or would not reasonably be expected to have a Material Adverse Effect on Buyer or Merger Sub.

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6.4 Litigation and Proceedings . There are no Actions or other proceedings at law or in equity, or, to the knowledge of Buyer, investigations, pending before or by any Governmental Authority or, to the knowledge of Buyer, threatened, against Buyer or Merger Sub which has had or, if determined adversely, would reasonably be expected to have a Material Adverse Effect on Buyer or Merger Sub. There is no unsatisfied judgment or Governmental Order binding upon Buyer or Merger Sub which has had or would reasonably be expected to have a Material Adverse Effect on Buyer or Merger Sub.

6.5 Consents . No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or any other Person is required on the part of Buyer or Merger Sub with respect to Buyer’s or Merger Sub’s execution or delivery of this Agreement and all other instruments and agreements to be delivered by Buyer and Merger Sub as contemplated hereby or the consummation by Buyer or Merger Sub of the transactions contemplated hereby, except for (a) applicable requirements of any Antitrust Law, (b) compliance with any applicable securities and other Laws, (c) any consents, approvals, authorizations, designations, declarations or filings, the absence of which would not reasonably be expected to have a Material Adverse Effect on Buyer or Merger Sub, (d) as otherwise disclosed on Schedule 6.5 and (e) the filing of the Certificate of Merger in accordance with the MILLCA.

6.6 Capitalization . The authorized capital stock of Buyer consists of (a) 225,000,100 shares of common stock, par value of $0.01 per share, of which, as of the close of business on December 31, 2017, (the “ Buyer Capitalization Date ”) (i) 200,000,000 shares are designated as Buyer Common Stock, of which, as of the Buyer Capitalization Date, 131,693,049 shares were issued and outstanding, (ii) 25,000,000 shares are designated as Class B common shares, par value $0.01 per share, of which, as of the Buyer Capitalization Date, no shares were issued and outstanding and (iii) 100 shares are designated as Class C common shares, par value of $0.01 per share, of which, as of the Buyer Capitalization Date, no shares were issued and outstanding and (b) 150,000,000 preferred shares, par value $0.01 per share (the “ Buyer Preferred Stock ”), of which, as of the Buyer Capitalization Date, (i) no Series A preferred shares were issued and outstanding, (ii) no Series B preferred shares were issued and outstanding, (iii) no Series C preferred shares were issued and outstanding, (iv) 5,030,864 Series D preferred shares were issued and outstanding, (v) 5,415,937 Series E preferred shares were issued and outstanding, (vi) 5,600,000 Series F preferred shares were issued and outstanding, (vii) 7,800,800 Series G preferred shares were issued and outstanding, (viii) 9,025,105 Series H preferred shares were issued and outstanding and (ix) no Series R preferred shares were issued and outstanding. As of the Buyer Capitalization Date, warrants and other options, calls, rights, commitments or agreements set forth on Schedule 6.6 to purchase an aggregate of 38,461,539 shares of Buyer Common Stock were issued and outstanding. As of the Buyer Capitalization Date, no shares of Buyer Common Stock were held in Buyer’s treasury. All of the issued and outstanding shares of Buyer Common Stock are free of preemptive rights. There are no bonds, debentures, notes or other indebtedness of Buyer or any of its Subsidiaries having the express right to vote on the election of directors or managers, as applicable, of Buyer or any of its Subsidiaries or otherwise

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vote as part of a class with any shares of capital stock of Buyer (“ Voting Debt ”) that are issued or outstanding. As of the Buyer Capitalization Date, except pursuant to this Agreement and except as set forth on Schedule 6.6 , Buyer does not have and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of Buyer Common Stock, Buyer Preferred Stock, Voting Debt of Buyer or any other equity securities of Buyer or any securities representing the right to purchase or otherwise receive any shares of Buyer Common Stock, Buyer Preferred Stock, Voting Debt of Buyer or other equity securities of Buyer. The shares of Buyer Common Stock to be issued pursuant to this Agreement will be duly authorized and validly issued and, at the Effective Time, all such shares will be fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.

6.7 No Required Vote . No vote of the holders of securities of Buyer is required for Buyer to issue the Preferred Stock Consideration and to consummate the transactions contemplated hereby.

6.8 Brokers ’ Fees . Except for the fees described on Schedule 6.8 (which fees shall be the sole responsibility of Buyer), no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other similar commission or payment, for which any of the other parties hereto would be liable in connection with the transactions contemplated by this Agreement.

6.9 Solvency; Surviving Company After the Merger . Neither Buyer nor Merger Sub is entering into this Agreement or the transactions contemplated hereby with the actual intent to hinder, delay or defraud either present or future creditors. Assuming that (a) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects, (b) the projections that the Company has provided to Buyer are attained, (c) the Company and its Subsidiaries are solvent immediately prior to the Closing and (d) the fair value and the fair saleable value of each Vessel is not less than the amount of the appraisal for each such Vessel obtained by the Company in connection with the Merger, after giving effect to the Merger, at and immediately after the Effective Time, Buyer and its Subsidiaries on a consolidated basis (i) will be solvent (in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable liability on its recourse debts as they mature or become due), (ii) will have adequate capital and liquidity with which to engage in its business in the ordinary course and (iii) will not have incurred and does not plan to incur debts beyond its ability to pay as they mature or become due.

6.10 No Outside Reliance . Notwithstanding anything contained in this Article VI or any other provision hereof, each of Buyer and Merger Sub acknowledges and agrees that neither the Company nor any of its Affiliates, nor any of its or their respective directors, officers, employees, stockholders, partners, members, agents or representatives, has made, or is making, any representation or warranty whatsoever, express or implied (and neither Buyer nor Merger Sub has relied on any representation, warranty or statement of any kind by the Company or any of its Affiliates or any of their respective directors, officers, employees, stockholders, partners, members, agents or representatives), beyond those expressly given in this Agreement and in any Member Acknowledgement, including any implied warranty or representation as to condition,

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merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries (including the Vessels). Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Buyer or any of its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations regarding the Company and its Subsidiaries that have been provided to Buyer or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing, except as may be expressly set forth in this Agreement and in any Member Acknowledgement. Each of Buyer and Merger Sub understands and agrees that, except for the representations and warranties of the Company in this Agreement and in any Member Acknowledgement, any inventory, equipment, vehicles, vessels (including the Vessels), assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and, subject only to the representations and warranties contained in this Agreement and in any Member Acknowledgement, with all faults and without any other representation or warranty of any nature whatsoever.

6.11 Legal Compliance . Since January 1, 2015, to the knowledge of Buyer with respect to its areas of responsibility as “Manager” under the Seaspan Management Agreement, except as set forth on Schedule 6.11 the Company and its Subsidiaries have been in compliance in all material respects with all Laws applicable to the Vessels.

6.12 Vessels; Other Assets . To the knowledge of Buyer with respect to its areas of responsibility as “Manager” under the Seaspan Management Agreement, except as set forth on Schedule 6.12 each Vessel listed on Schedule 4.21(a) is free of average damage affecting its class. To the knowledge of Buyer with respect to its areas of responsibility as “Manager” under the Seaspan Management Agreement, each Vessel listed on Schedule 4.21(a) is duly registered in the name of the Subsidiary that owns it under the Laws and the flag of such Vessel’s flag state as set forth on Schedule 4.21(a) and, to the knowledge of Buyer with respect to its areas of responsibility as “Manager” under the Seaspan Management Agreement, no other action is necessary to establish and perfect such Subsidiary’s title to and interest in the applicable Vessel as against any charterer or third party.

ARTICLE VII.

COVENANTS OF THE COMPANY

7.1 Termination of Certain Agreements . At or prior to the Closing, the Company shall cause to be delivered with respect to each Contract listed on Schedule 7.1 a Termination Acknowledgement duly executed by the counterparty to such Contract.

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ARTICLE VIII.

COVENANTS OF BUYER

8.1 Indemnification and Insurance .

(a) From and after the Effective Time, the Surviving Company or its Subsidiaries, as applicable, shall indemnify and hold harmless each present and former director, officer and employee of the Company or any of its Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, in a manner that is no less favorable to such directors, officers and employees than the indemnification (including provisions relating to expense advancement) available under the Organizational Documents of the Company or its Subsidiaries, as applicable, in effect immediately prior to the Effective Time. The Surviving Company and each of its Subsidiaries for a period of not less than six (6) years from the Effective Time shall (i) maintain provisions in its Organizational Documents concerning the indemnification (including provisions relating to expense advancement) of the Company’s and its Subsidiaries’ former and current officers, directors and employees that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company or such Subsidiary, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

(b) The Selling Members shall cause the Company to extend coverage under the current directors’ and officers’ liability insurance policies by obtaining prior to the Closing a prepaid, non-cancelable six-year “tail” policy containing terms not less favorable than the terms of such current insurance coverage with respect to matters existing or occurring at or prior to the Effective Time, which shall provide that if any claim is asserted or made within such six year period, such tail insurance shall be maintained under this Section  8.1 shall be continued in respect of such claim until the final disposition thereof. All costs and expenses of such policy shall be Company Transaction Expenses and the Holder Representative shall have provided a copy of such policy to Buyer at least two (2) Business Days prior to Closing.

(c) Buyer hereby confirms it has been advised that certain of the Persons entitled to indemnification under this Section  8.1 (each Person entitled to Indemnification under this Section  8.1 , an “ Indemnified Person ”) have or may, in the future, have certain rights to indemnification, advancement of expenses or insurance provided by other Persons as set forth on Schedule 8.1 (collectively, “ Other Indemnitors ”). Buyer hereby agrees that, with respect to any advancement or indemnification obligation owed, at any time, to an Indemnified Person by the Surviving Company or any of its Subsidiaries or any Other Indemnitor, whether pursuant to any Organizational Document, or pursuant to this Section  8.1 (any of the foregoing, an “ Indemnification Obligation ”), and, after the Effective Time, the Surviving Company or its applicable Subsidiary, shall be the indemnitor of first resort (i.e., the Surviving Company’s or such Subsidiary’s obligation to an Indemnified Person shall be primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by an Indemnified Person shall be secondary), without regard to any rights

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that an Indemnified Person may have against the Other Indemnitors. Furthermore, the Surviving Company irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims (x) against the Other Indemnitors for contribution, subrogation, indemnification or any other recovery of any kind in respect thereof and (y) that the Indemnified Person must seek expense advancement, reimbursement or indemnification from any Other Indemnitor before the Surviving Company or its Subsidiaries must perform its expense advancement, reimbursement and indemnification obligations under this Agreement.

(d) Notwithstanding anything contained in this Agreement to the contrary, this Section  8.1 shall survive the consummation of the Merger indefinitely and shall be binding on all successors and assigns of the Surviving Company. In the event that the Surviving Company or any of its successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving company or entity of such consolidation or merger, or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, the Surviving Company shall use commercially reasonable efforts to ensure that the successors and assigns of the Surviving Company shall succeed to the obligations set forth in this Section  8.1 .

8.2 Retention of Books and Records . The Surviving Company and its Subsidiaries shall retain such pre-Closing books, ledgers, files, reports, plans, operating records and any other material documents pertaining to the Company and its Subsidiaries in existence at the Closing that are of a type normally retained by Buyer under Buyer’s Records Retention Policy Statement provided to the Holder Representative prior to the date hereof for the period of time provided by such policy, and to make the same available after the Closing for inspection and copying by the Holder Representative or its representatives solely for purposes of financial reporting or the preparation of Tax Returns at the Holder Representative’s expense, during regular business hours, upon reasonable written request and upon reasonable advance notice and not in a manner that is disruptive to the Surviving Company’s business; provided , that such access shall comply with all applicable Laws and the Holder Representative will not have access to information that is subject to attorney-client privilege or other privilege. For a period of seven (7) years from the Closing Date, in the event that a retention period set forth in such policy will expire, the Surviving Company shall, and shall cause its Subsidiaries, to provide the Holder Representative with thirty (30) days prior written notice of such expiration and Holder Representative shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such pre-Closing books and records as it may elect. Any information obtained under this Section  8.2 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Tax Returns or claims for refund or in conducting any Tax audit, dispute or contest.

ARTICLE IX.

JOINT COVENANTS

9.1 Further Assurances. Each party hereto agrees that, from time to time after the Closing Date, it will execute and deliver, or cause its Affiliates to execute and deliver, such further instruments, and take (or cause its Affiliates to take) such other action, as may be reasonably necessary to carry out the purposes and intents of this Agreement.

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9.2 Tax Matters .

(a) The Holder Representative and Buyer agree to cooperate and furnish to each other, upon request, such information and assistance relating to the Company or its Subsidiaries that is necessary for the preparation and filing of any Tax Return by a Selling Member (or its beneficial owners) or by the Company and its Subsidiaries and information required to respond to any Tax audit or similar proceeding that arises with respect to the Company or its Subsidiaries, including providing information and assistance reasonably necessary to determine if any Subsidiary of the Company is a “passive foreign investment corporation” (a “ PFIC ”) within the meaning of Section 1297 of the Code for the tax year of each such Subsidiary that ends prior to or that includes the Closing Date and information and assistance reasonably necessary to permit the U.S. beneficial owners of the Holder Representative to elect (or maintain an election) to treat any applicable Subsidiary as a “qualified electing fund” (within the meaning of section 1295 of the Code) for the tax year of each applicable Subsidiary that ends prior to or that includes the Closing Date.

(b) Buyer and its Affiliates shall not make, or allow any other Person to make, an election pursuant to U.S. Treasury Regulations Section 301.7701-3 regarding the U.S. federal income tax treatment of the Company or any of its Subsidiaries with an effective date that is on or prior to two days after the Closing Date.

(c) Except as required by applicable law, except with the written consent of the Holder Representative (which consent shall not be unreasonably withheld or delayed) or except as provided in Section  9.2(d) , neither Buyer nor any of its Affiliates will, or will cause or permit any other Person, to (i) file or amend any U.S. federal, state or local income Tax Returns of the Company relating to any Pre-Closing Period, (ii) make, change or revoke any U.S. federal, state or local income Tax election of the Company with respect to any Pre-Closing Period, or (iii) distribute property (including cash) from any Subsidiary of the Company to the Company or to any Selling Member or cause the Company to dispose of any Subsidiary, in each case on the Closing Date but after the Closing, in each case, which would increase a Selling Member’s (or its beneficial owners’) liability for Taxes pursuant to this Agreement or otherwise increase a Selling Member’s (or its beneficial owners’) liability for Taxes with respect to the Selling Member’s ownership (or beneficial owner’s indirect ownership) of the Company or any of its Subsidiaries on or prior to the Closing Date. To the extent required by applicable law, Holder Representative will file, or cause to be filed, any U.S. federal income tax return of the Company relating to any Pre-Closing Period (other than an Overlap Period); provided , that the Holder Representative will not file any such Tax Return without Buyer’s written consent (which consent shall not be unreasonably withheld or delayed).

(d) Buyer will cause Seaspan Investment I Ltd. to make an election under Section 338(g) of the Code with respect to each of the Subsidiaries of the Company that are treated as corporations for U.S. federal income tax purposes (any such Subsidiary for which such election will be made is referred to as a “ Section  338 Election Subsidiary ”). No later than thirty days prior to filing a U.S. federal Tax Return for a Section 338 Election Subsidiary, Form 8023 and any attachments thereto with respect to the election under Section 338(g) of the Code, Buyer shall submit a draft of such Tax Return, Form 8023 and applicable attachments to the Holder Representative for the Holder Representative’s review and comment and Buyer shall make such revisions to such documents as is reasonably requested by the Holder Representative.

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(e) In the case of the Overlap Period: (i) the amount of ad valorem, property, or other Taxes of the Company and its Subsidiaries imposed on a periodic basis that relate to the portion of such Overlap Period through the end of the Closing Date will be deemed to be the total amount of such Taxes for the Overlap Period multiplied by a fraction, (A) the numerator of which is the number of days in the Overlap Period up to and including the Closing Date, and (B) the denominator of which is the total number of days in such Overlap Period; and (ii) the amount of all other Taxes of the Company and its Subsidiaries for the portion of such Overlap Period through the end of the Closing Date will be determined based on an interim closing of the books as of the closing of business on the Closing Date. Notwithstanding the forgoing, any Taxes described in Section  13.5 shall be paid by Buyer under Section  13.5 .

(f) In accordance with Revenue Ruling 99-6 the Holder Representative and Buyer agree and acknowledge that, for U.S. federal income Tax purposes, each Selling Member’s transfer of the interests in the Company pursuant to the Merger shall be treated as (i) with respect to the Selling Members, a taxable sale of such interests in exchange for the sum of (x) the portion of the Final Net Merger Consideration that is paid in respect of each Selling Member’s ownership interest in the Company and (y) any other applicable amounts treated as paid in respect of each Selling Member’s ownership interest in the Company for U.S. federal income tax purposes as a result of the Merger and (ii) with respect to Seaspan Investment I Ltd, an acquisition of the assets in the Company. The Holder Representative, Buyer and each of their respective Affiliates agree to prepare and file all applicable Tax Returns consistent with such tax treatments. Buyer and Holder Representative acknowledge and agree that Schedule 9.2 sets forth the appropriate allocation for U.S. income tax purposes among the assets of the Subsidiaries set forth on such schedule. Buyer shall cause Seaspan Investment I Ltd. to allocate the Final Gross Merger Consideration and the applicable portion of Funded Debt among the assets of the Subsidiaries of the Company listed on Schedule 9.2 in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any comparable provision of other applicable Law) and consistent with Schedule 9.2 . With respect to any Subsidiary of the Company that is treated as a corporation for U.S. federal income tax purposes for which Buyer makes an election under Section 338(g) of the Code, Buyer shall cause Seaspan Investment I Ltd. to allocate the Aggregate Deemed Sales Price (as defined in Treasury Regulation Section 1.338-4) among the assets of the applicable Subsidiary consistent with Schedule 9.2 unless otherwise agreed upon by Buyer and the Holder Representative.

(g) The Holder Representative and Buyer agree that the tax year of the Company will end for U.S. income tax purposes on the Closing Date and effective as of the Closing, the Company will be an entity disregarded from Seaspan Investment I Ltd. for U.S. income tax purposes. Buyer agrees that the Holder Representative will have the right to control any U.S. federal, state or local tax audit of the Company with respect to all Pre-Closing Periods. The Buyer shall have the right to participate in such tax audit.

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ARTICLE X.

CONDITIONS TO OBLIGATIONS

10.1 Conditions to Obligations of Buyer, Merger Sub and the Company . The obligations of Buyer, Merger Sub and the Company to consummate, or cause to be consummated, the Merger are subject to the satisfaction of the condition on the Closing Date, which may be waived in writing by all of such parties, that there shall not be in force any injunction or order of any court of competent jurisdiction enjoining or prohibiting the consummation of the Merger.

10.2 Conditions to Obligations of Buyer and Merger Sub . The obligations of Buyer and Merger Sub to consummate, or cause to be consummated, the Merger are subject to the satisfaction of the following additional conditions on the Closing Date, any one or more of which may be waived in writing by Buyer and Merger Sub:

(a) The Holder Representative shall have delivered to Buyer a duly executed copy of the Escrow Agreement.

(b) Each Selling Member shall have delivered to Buyer a duly executed Member Acknowledgement.

(c) The Holder Representative shall have delivered to Buyer duly executed letters of resignation from the officers and directors of the Company and its Subsidiaries identified to the Holder Representative by the Buyer two (2) Business Days prior to the Closing.

(d) The Company will have delivered to Buyer a duly authorized and executed certificate certifying that no withholding is required upon the disposition of the ownership interest in the Company in accordance with Treasury Regulation Section 1.1445-11T(d)(2).

(e) The Holder Representative shall have delivered to Buyer a duly executed Registration Rights Agreement.

(f) The Company shall have delivered to Buyer a Termination Acknowledgement with respect to each Contract listed on Schedule 7.1 (a) duly executed by the counterparty to such Contract.

(g) Each Selling Member (or its designee, as applicable) shall have delivered to Buyer a duly executed counterpart signature page to the Put Right Agreement.

10.3 Conditions to the Obligations of the Company . The obligations of the Company to consummate, or cause to be consummated, the Merger are subject to the satisfaction of the following additional conditions on the Closing Date, any one or more of which may be waived in writing by the Holder Representative on behalf of the Company:

(a) Buyer shall have delivered to the Holder Representative a duly executed copy of the Escrow Agreement.

(b) Buyer shall have delivered to each Selling Member a duly executed copy of the Registration Rights Agreement.

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(c) Buyer shall have made, or caused to be made, the payments specified in Section  3.2 .

(d) Buyer shall have delivered to each Selling Member a duly executed copy of the Put Right Agreement.

ARTICLE XI.

HOLDER REPRESENTATIVE

11.1 Designation and Replacement of Holder Representative . The parties have agreed that it is desirable to designate a representative to act on behalf of the Selling Members for certain limited purposes, as specified herein (the “ Holder Representative ”). The Holder Representative shall initially be the Majority Member and thereafter, if applicable, shall be appointed by the Selling Members holding a majority of the Interests (based on capital contributions made by such Selling Members to the Company) of all Selling Members prior to the Effective Time, such appointment to become effective upon the written acceptance thereof by the new Holder Representative. The designation of any Person as the Holder Representative is and shall be coupled with an interest, and, except as set forth in this Article XI , such designation is irrevocable and shall not be affected by the death, incapacity, illness, bankruptcy, dissolution or other inability to act of any of the Selling Members.

11.2 Authority and Rights of the Holder Representative; Limitations on Liability . The Holder Representative shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement; provided , however , that the Holder Representative (solely in its capacity as such and not in its capacity as a Selling Member) shall have no obligation to act, except as expressly provided herein. Without limiting the generality of the foregoing, the Holder Representative shall have full power, authority and discretion to (i) estimate and determine the amounts of Holder Representative Expenses and to pay such Holder Representative Expenses in accordance with Section  3.5 , (ii) consummate the transactions contemplated hereby, (iii) after the Closing, negotiate, enter into, execute and deliver such waivers, consents and amendments to this Agreement and the Escrow Agreement for and on behalf of the Selling Members and (iv) calculate the various allocations of all amounts that may be payable to the Selling Members (or their designees) after the Closing in accordance with Schedule 3.3 and the Escrow Agreement. All actions taken by the Holder Representative under this Agreement shall be binding upon the Selling Members and their successors as if expressly confirmed and ratified in writing by each of them. The Holder Representative shall have no liability to Buyer, the Company or any Selling Member with respect to actions taken or omitted to be taken solely in its capacity as the Holder Representative. The Holder Representative shall at all times be entitled to rely on any directions received from the Majority Member; provided , however , that the Holder Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as the Holder Representative, unless the Holder Representative has received funds required to be delivered to it under Section  3.5 and has been provided with other funds, security or indemnities which, in the sole determination of the Holder Representative, are sufficient to protect the Holder Representative against the costs, expenses and liabilities which may be incurred by the Holder Representative in

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responding to such direction or taking such action. The Holder Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and (in the absence of bad faith on the part of the Holder Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Holder Representative shall be entitled to reimbursement from funds paid to it under Section  3.5 , released from the Escrow Funds for the benefit of Selling Members or otherwise received by it in its capacity as the Holder Representative pursuant to or in connection with this Agreement, for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Holder Representative in such capacity, and shall be entitled to indemnification against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims. In the event that the Holder Representative determines, in its sole and absolute discretion, that the funds paid to the Holder Representative pursuant to Section  3.5 exceed the Holder Representative Expenses, prior to the final release of the Escrow Funds, the Holder Representative shall transfer such excess amount to the Escrow Agent solely for disbursement (or otherwise cause such excess amount to be disbursed) to the Selling Members (or their designees) as Final Net Merger Consideration; provided , however , that notwithstanding anything to the contrary in this Agreement or the Escrow Agreement, in no event shall such excess amount become part of the Escrow Funds or otherwise become payable to Buyer.

ARTICLE XII.

INDEMNIFICATION

12.1 Survival of Representations, Warranties and Covenants . Each representation, warranty, covenant and obligation contained herein, in any Member Acknowledgement or in any certificate related to any such representation, warranty, covenant or obligation will survive the Closing and continue in full force and effect for twelve (12) months after the Closing Date (the “ Survival Expiration Date ”); provided , however , that any covenant contained in this Agreement that, by its terms, provides for performance following the Closing shall survive until such covenant is performed. No claim for indemnification for breach of any representation, warranty, covenant or agreement contained in, or otherwise pursuant to, this Agreement (other than any covenant (excluding this Article XII ) that provides for performance following the Closing) may be asserted pursuant to this Agreement unless on or before the Survival Expiration Date, such claim is asserted by proper written notice in accordance with this Article XII .

12.2 Indemnification .

(a) Subject to Section  12.4 , from and after the Closing, Buyer and its Affiliates and its and their respective officers, directors, employees, managers, agents, attorneys, consultants, advisors, representatives and direct or indirect shareholders, members or partners (collectively, the “ Buyer Indemnified Parties ”) shall be entitled to indemnification solely from the Indemnification Escrow Funds for (x) the Seller Portion of any and all Damages to the extent suffered, incurred or paid by them as a result of, related to or arising from (i) any breach of any representation or warranty made by the Company in this Agreement or in any certificate

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delivered pursuant hereto (without giving effect to any “material”, “materially”, “Material Adverse Effect”, “material adverse effect” or similar qualification contained in any such representation or warranty) or (ii) any breach by the Company of any covenant or agreement of the Company in this Agreement that, by its terms, provides for performance by the Company prior to the Closing, and (y) any and all Damages to the extent suffered, incurred or paid by them as a result of, related to or arising from (i) any breach of any representation or warranty made by any Selling Member in any Member Acknowledgement (without giving effect to any “material”, “materially”, “Material Adverse Effect”, “material adverse effect” or similar qualification contained in any such representation or warranty) or (ii) any breach by any Selling Member of any covenant or agreement of such Selling Member in any Member Acknowledgement.

(b) Subject to Section  12.4 , from and after the Closing, Buyer shall indemnify, defend and hold harmless the Selling Members and their respective officers, directors, employees, managers, agents, attorneys, consultants, advisors, representatives and direct or indirect shareholders, members or partners (collectively, the “ Seller Indemnified Parties ”) from any and all Damages suffered, incurred or paid by them as a result of, related to or arising from (i) any breach of any representation or warranty Buyer or Merger Sub has made in this Agreement (without giving effect to any “material”, “Material Adverse Effect” or similar qualification contained in any such representation or warranty) or (ii) any breach by (A) Buyer or Merger Sub of any covenant or agreement of Buyer or Merger Sub in this Agreement or (B) the Surviving Company of any covenant or agreement of the Surviving Company in this Agreement that, by its terms, provides for performance by the Surviving Company after the Closing.

(c) The amount of indemnification to which an Indemnified Party shall be entitled under this Article XII shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. Within two (2) Business Days of the determination of the amount of an Indemnification Claim in favor of a Buyer Indemnified Party, Buyer and Holder Representative shall submit to the Escrow Agent a joint written instruction instructing the Escrow Agent to release to such Buyer Indemnified Party from the Indemnification Escrow Amount the Indemnification Escrow Funds specified in such joint written instruction.

12.3 Indemnification Claim Procedures .

(a) If any Action is commenced or threatened that may give rise to an Indemnification Claim under this Article XII and was initiated by a third party (a “ Third Party Claim ”) against any Indemnified Party, then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the Indemnification Claim, (B) including a copy of all papers served with respect to such Indemnification Claim, if applicable, (C) including the Indemnified Party’s best estimate of the amount of Damages that may arise from such Indemnification Claim, if such estimate can reasonably be made, and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section  12.3(a) will not relieve the Indemnitor of any liability that it may have to the

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Indemnified Party, except to the extent (1) the defense of such Action is materially prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section  12.3(a) prior to the Survival Expiration Date.

(b) Subject to the other terms of this Section  12.3(b) , an Indemnitor may elect at any time to assume and thereafter conduct the defense of any Indemnification Claim in respect of a Third Party Claim with counsel at the Indemnitor’s choice and expenses (such counsel to be reasonably acceptable to the Indemnified Party) and to settle or compromise any such Third Party Claim, and each Indemnified Party shall cooperate with the reasonable requests of the Indemnitor in connection with the conduct of such defense by the Indemnitor (provided that such cooperation shall not require the Indemnified Party to incur any out of pocket expenses) and the settlement of such Third Party Claim by the Indemnitor; provided , however , that the Indemnified Party shall be entitled to participate in such settlement or defense through counsel of its choosing and expense; provided , further , that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to such Third Party Claim without the Indemnified Party’s prior written approval (which must not be unreasonably withheld or delayed), unless (i) the terms of such settlement provide for no admission of wrongdoing by the Indemnified Party and provide for a complete release of the claims that are the subject of such Third Party Claim in favor of the Indemnified Party, (ii) the Damages (or Seller Portion of the Damages with respect to any claim by a Buyer Indemnified Party pursuant to Section  12.2(a)(x) ) related to such Third Party Claim are entirely indemnifiable by the Indemnitor and (iii) the terms of such settlement does not impose any injunctive relief or other restrictions on any Indemnified Party. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim in respect of a Third Party Claim and the Indemnitor does not, within twenty-one (21) days after such notice is given, (x) give notice to the Indemnified Party of its election to assume the defense of such Third Party Claim and (y) thereafter promptly assume such defense, then the Indemnified Party may conduct the defense of, contest, settle or compromise such Third Party Claim; provided , however , that (1) the Indemnified Party will not agree to the entry of any judgment or enter into any settlement or compromise with respect to such Action or Actions without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld or delayed), (2) if at any time the Indemnitor acknowledges in writing that such Third Party Claim is a Damage subject to this Article XII , the Indemnitor may thereafter assume the defense of such Third Party Claim; provided , further , that, notwithstanding anything to the contrary elsewhere in this Section  12.3(b) , the Indemnitor shall not be entitled to assume such defense if (A) such Third Party Claim is reasonably foreseeable to result in Damages (or the Seller Portion of such Damages with respect to a Third Party Claim pursuant to Section  12.2(a)(x) ) which are more than 200% of the remaining Indemnification Escrow Amount at the time such claim is submitted by the Indemnified Party; (B) such Third Party Claim for indemnification relates to or arises in connection with any criminal proceeding, Action, indictment, allegation or investigation; (C) such Third Party Claim seeks an injunction or equitable relief against the Indemnified Party; (D) the Indemnitor has a direct or indirect economic interest in such Third Party Claim proceeding; or (E) upon petition by the Indemnified Party, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such Third Party Claim and (3) if the representation by one counsel of both the Indemnitor and the Indemnified Party in any such Third Party Claim would, in the reasonable opinion of counsel for the Indemnified Party, be inappropriate, the Indemnified Party shall be entitled to participate in the defense of such Third

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Party Claim through counsel of its choosing and the reasonable fees and disbursements of such counsel shall constitute Damages for which such Indemnified Party is entitled to indemnification hereunder to the extent Damages incurred in respect of such Third Party Claim are indemnifiable hereunder.

(c) If any Indemnified Party becomes aware of any circumstances that may give rise to an Indemnification Claim for any matter not involving a Third Party Claim, then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the circumstances giving rise to the Indemnification Claim, (B) including the Indemnified Party’s best estimate of the amount of Damages that may arise from such circumstances, if such estimate can reasonably be made, and (C) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section  12.3(c) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Indemnification Claim is materially prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section  12.3(c) prior to the Survival Expiration Date. The Indemnitor may object to such Indemnification Claim by delivery of a written notice to the Indemnified Party within thirty (30) days of being notified of such Indemnification Claim, specifying in reasonable detail the basis for such objection, and the Indemnitor and the Indemnified Party shall, within the sixty (60) day period beginning on the date of receipt by the Indemnified Party of such objection and prior to submitting such dispute to the courts set forth in Section  13.13 , attempt in good faith to resolve such claim. In the event that the Indemnitor fails to timely deliver such objection, the Indemnitor shall be deemed to have consented to indemnify the Indemnified Party for such Indemnification Claim. Should the Indemnified Party and the Indemnitor be unable to agree as to any particular item or items or amount or amounts within such time period, then the Indemnified Party shall be permitted to submit such dispute to the courts set forth in Section  13.13 .

(d) Solely in connection with the defense of a Third Party Claim, at the reasonable request of the Indemnitor, each Indemnified Party shall grant the Indemnitor and its representatives reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Third Party Claim relates; provided , that such access shall comply with all applicable Laws and the parties shall enter into customary joint defense or similar arrangements with respect to access to information that is subject to attorney-client privilege or other privilege. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party. Any information obtained under this Section  12.3(d) shall be kept confidential, except as otherwise reasonably may be necessary in connection with the defense of a Third Party Claim.

12.4 Limitations on Indemnification Liability . Notwithstanding any provision of this Agreement to the contrary, any claims an Indemnified Party makes under this Article XII will be limited as follows:

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(a) Indemnification Cap . The aggregate amount of Damages for which the Buyer Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, shall be entitled to indemnification pursuant to this Article XII shall not exceed the Indemnification Escrow Amount. The Indemnification Escrow Funds then remaining in escrow shall serve as the sole and exclusive source of payment of any claim for indemnification pursuant to Section  12.2(a) .

(b) Claims Basket . The Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section  12.2(a)(x)(i) or Section  12.2(a)(y)(i) with respect to any claim for indemnification unless and until the amount of Damages (excluding any costs and expenses of Buyer Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Buyer Indemnified Parties that are the subject of such claim (and all related or similar claims) exceeds $150,000 (the “ Per-Claim Basket ”), and the Buyer Indemnified Parties shall only be entitled to indemnification pursuant to Section  12.2(a)(x)(i) or Section  12.2(a)(y)(i) once the aggregate amount of all Damages incurred by the Buyer Indemnified Parties (which may include, for purposes of the Basket Amount, all costs and expenses of Buyer Indemnified Parties incurred in connection with making all indemnification claims under this Agreement) for which the Buyer Indemnified Parties are entitled to indemnification pursuant to such Section (excluding amounts below the applicable Per-Claim Basket) exceeds $5,000,000 (the “ Basket Amount ”), in which case the Buyer Indemnified Parties shall, subject to Section  12.4(a) , be entitled to indemnification for all such Damages including the Basket Amount; provided , that the Per-Claim Basket and the Basket Amount shall not apply to (i) Damages incurred by any Buyer Indemnified Party in connection with or arising from any breach of any Company Fundamental Representation or Selling Member Fundamental Representation, or (ii) Damages arising under Section  12.2(a)(x)(ii) or Section  12.2(a)(y)(ii) and the Buyer Indemnified Parties shall, subject to Section  12.4(a) , be entitled to all such Damages, including the Per-Claim Basket and the Basket Amount.

(c) Damages Net of Insurance Proceeds and Other Third-Party Recoveries . All Damages for which any Indemnified Party would otherwise be entitled to indemnification under Section  12.2(a)(x) , Section  12.2(a)(y) or Section  12.2(b) shall be reduced by the amount of insurance proceeds, and indemnification payments and other third party recoveries actually received by any Indemnified Party (in each case, net of any costs and expenses of such Indemnified Party incurred in connection with pursuing such insurance proceeds, indemnification payments and other recoveries) in respect of any Damages incurred by such Indemnified Party. In the event any Indemnified Party is entitled to any insurance proceeds, indemnity payments or any third party recoveries in respect of any Damages for which such Indemnified Party is entitled to indemnification pursuant to Section  12.2(a)(x) , Section  12.2(a)(y) or Section  12.2(b) , such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such proceeds, payments or recoveries (it being understood and agreed that no Indemnified Party shall be required to initiate any Action (other than in connection with recovery under any insurance policy, provided that no Indemnified Party shall be obligated to initiate litigation, arbitration or mediation under any such insurance policy unless the Holder Representative agrees to incur reasonable costs and expenses related thereto) in connection with such commercially reasonable efforts). In the event that any such insurance proceeds, indemnity payments or other third party recoveries are actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification

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payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third party recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties of all or the relevant portion of such indemnification payment net of costs and expenses incurred in connection with pursuing payments. If such a refund is required and the applicable indemnification payments were paid from the Indemnification Escrow Funds, (i) prior to the Survival Expiration Date, such amount will be deposited with the Escrow Agent to be held with the remaining Indemnification Escrow Funds and (ii) thereafter, such amount will be paid to the Holder Representative for the account of the Selling Members.

(d) Consequential, Punitive and Certain Other Damages . The Indemnified Parties shall be entitled to indemnification for all (i) punitive and exemplary damages, (ii) loss of enterprise value, diminution in value of any business, damage to reputation and loss of goodwill, (iii) lost profits, consequential, indirect and incidental and special damages, and (iv) damages calculated based on a multiple of profits, revenue and any other financial metric but, in the case of clause (i), only to the extent such damages are finally awarded and actually paid by the Indemnified Party to an unaffiliated third party in connection with an Action against the Indemnified Party.

(e) Damages Reserved for on the Closing Balance Sheet . No Buyer Indemnified Party shall be entitled to indemnification for any Damages under Section  12.2(a)(x) to the extent specifically included or specifically reflected in a contra-asset, liability or obligation account accrued or reserved for on the Closing Balance Sheet and taken into account in determining the Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash, Closing Date Company Transaction Expenses or the Closing Date Net Working Capital Adjustment pursuant to Section  3.4 .

(f) No Duplicate Claims . In the event a Buyer Indemnified Party or Seller Indemnified Party, as the case may be, recovers Damages in respect of an Indemnification Claim, no other Buyer Indemnified Party or Seller Indemnified Party, as applicable, may recover the same Damages in respect of a claim for indemnification under this Agreement.

(g) Tax Claims . No Buyer Indemnified Party shall be entitled to indemnification for any Damages under Section  12.2(a)(x)(i) resulting from a breach of any representation or warranty set forth in Section  4.14 (Taxes) to the extent that such breach of representation or warranty is a result of or arises from Buyer, any of its Affiliates, or a Subsidiary (i) amending a Tax Return of a Subsidiary of the Company relating to any Pre-Closing Period or (ii) filing a Tax Return of the Company or a Subsidiary of the Company relating to any Pre-Closing Period in a jurisdiction in which the Company or such Subsidiary does not currently file Tax Returns.

12.5 Indemnification Escrow Funds . Claims for Damages pursuant to Section  12.2(a) shall be paid solely out of the Indemnification Escrow Funds pursuant to the terms of this Agreement and the Escrow Agreement. All amounts paid with respect to Indemnification Claims under this Agreement shall be treated by the parties hereto for all Tax purposes as adjustments to the Final Net Merger Consideration.

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12.6 Indemnification Sole and Exclusive Remedy . Except with respect to claims for specific performance of covenants to be performed in connection with, or after the Closing, following the Closing, indemnification pursuant to this Article XII shall be the sole and exclusive remedy of the parties and any parties claiming by or through any party (including the Indemnified Parties) related to or arising from any breach of any representation, warranty, covenant or agreement contained in, or otherwise pursuant to, this Agreement and none of Buyer, Merger Sub, the Company, the Holder Representative or any Selling Member shall have any other rights or remedies in connection with any breach of this Agreement or any other liability arising out of the negotiation, entry into or consummation of the transactions contemplated by this Agreement, whether based on contract, tort, strict liability, other Laws or otherwise. All representations and warranties set forth in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth in this Article XII . Furthermore, Buyer, Merger Sub, the Company, and the Holder Representative (on behalf of itself and the Selling Members) acknowledge and agree that:

(i) the Selling Members and the parties have voluntarily agreed to define their rights, Liabilities and obligations respecting the Merger and the other transactions contemplated hereby exclusively in contract pursuant to the express terms and provisions of this Agreement and the Member Acknowledgment hereby waive any statutory and common law remedies with respect to matters relating to the transactions contemplated by this Agreement;

(ii) the sole and exclusive remedies for any breach of the terms and provisions of this Agreement (including any representations and warranties set forth herein, made in connection herewith or as an inducement to enter into this Agreement) or any Action otherwise arising out of or related to the Merger and the other transactions contemplated by this Agreement shall be those remedies available at law or in equity for breach of contract only (as such contractual remedies have been further limited or excluded pursuant to the express terms of this Agreement);

(iii) the provisions of and the limited remedies provided in this Article XII were specifically bargained for among the parties and were taken into account by the parties in arriving at the Final Gross Merger Consideration;

(iv) after the Closing, no party or its Affiliates may seek the rescission of the transactions contemplated by this Agreement;

(v) the parties each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations, and the parties specifically acknowledge that no party has any special relationship with another party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in an arm’s-length transaction; and

(vi) Buyer and its Subsidiaries have provided management and other services to the Company and its Subsidiaries and certain officers, directors and stockholders of Buyer are serving, and may have served in the past, as an officer, director or advisor to the Company and its Subsidiaries and are or may be affiliated with, or are a direct or indirect beneficial owner of, one or more Selling Members, and in connection therewith, Buyer, its Subsidiaries and such officers, directors and

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stockholders of Buyer have had access to confidential and other information of the Company and its Subsidiaries in their capacities as service providers, officers, directors and advisors to the Company and its Subsidiaries, and, without limiting the representations set forth in Section  6.11 and Section  6.12 , (x) none of the foregoing described relationships and access to Company confidential and other information (including in connection with any due diligence review undertaken by Buyer and its representatives in connection with this Agreement) shall impact any representations or warranties of the Company or of any Selling Member in this Agreement or in any certificate or any Annexes or Schedules to this Agreement, any breach of any such representation and warranty, or any Indemnification Claims of the Buyer Indemnified Parties under this Agreement or otherwise in respect thereof and (y) no knowledge of any such Person shall be attributable to Buyer or any of its Subsidiaries, in the case of each of clause (x) and clause (y), except for such knowledge of Buyer and its Subsidiaries in respect of SMSL’s areas of responsibility as “Manager” under the Seaspan Management Agreement .

For the avoidance of doubt, any adjustments made to the Final Gross Merger Consideration pursuant to Section  3.4 shall not be considered “remedies” for purposes of this Section  12.6 and shall not be limited by the terms of this Section  12.6 .

12.7 Release of Escrow . The Indemnification Escrow Funds (if any) shall be released to the Selling Members (or their designees) in accordance with the Escrow Agreement on the second (2 ^nd ) Business Day following the Survival Expiration Date; provided , however , that if any claim pursuant to Section  12.2(a) shall have been properly asserted by any Buyer Indemnified Party in accordance with this Agreement on or prior to the Survival Expiration Date and remains pending on the second (2 ^nd ) Business Day following the Survival Expiration Date (any such claim, a “ Pending Claim ”), (a) the Indemnification Escrow Funds released to the Selling Members (or their designees) shall be the amount of Indemnification Escrow Funds then held by the Escrow Agent, minus the aggregate amount of such Pending Claim and (b) any Indemnification Escrow Funds that remain in escrow following the Survival Expiration Date in respect of any such Pending Claim shall be released to the Selling Members (or their designees) in accordance with the Escrow Agreement promptly upon resolution or (if applicable) satisfaction of such Pending Claim; provided , that any calculations of the amount of Indemnification Escrow Funds to be released or maintained, as applicable, by the Escrow Agent pursuant to this Section  12.7 shall be determined in accordance with the procedures set forth in Section 1.1(c) of the Escrow Agreement. In each case in which this Section  12.7 provides for the release of Indemnification Escrow Funds, each of Buyer and the Holder Representative shall promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent to distribute the Indemnification Escrow Funds in accordance with this Section  12.7 and the Escrow Agreement.

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ARTICLE XIII.

MISCELLANEOUS

13.1 Waiver . Any party to this Agreement may, by action taken by its board of directors or board of managers as applicable, or officers thereunto duly authorized, waive any of the terms or conditions of this Agreement or (without limiting Section  13.10 ) agree to an amendment or modification to this Agreement by an agreement in writing executed in the same manner (but not necessarily by the same Persons) as this Agreement. No waiver by any of the parties hereto of any default, misrepresentation or breach of representation, warranty, covenant or other agreement hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No waiver by any of the parties of any of the provisions hereof shall be effective unless explicitly set forth in writing and executed by the party sought to be charged with such waiver.

13.2 Notices . All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service, or (iv) when delivered by facsimile or email (in each case in this clause (iv), solely if receipt is confirmed) addressed as follows:

(a) If to Buyer, Merger Sub or, following the Closing, the Surviving Company, to:

Seaspan Corporation

Unit 2 – 2 ^nd Floor, Bupa Centre

141 Connaught Road West

Hong Kong

Attention: Corporate Secretary

Fax: +852-2540.1689

Email: Mark_Chu@seaspancorp.com

with copies (which shall not constitute notice or service of process) to:

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

Attention:     John M. Reiss

                     Daniel Latham

Fax: (212) 354-8113

Email: jreiss@whitecase.com

    dlatham@whitecase.com

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(b) If to the Company, prior to the Closing, to:

Greater China Intermodal Investments LLC

c/o The Carlyle Group

1001 Pennsylvania Avenue, N.W.

Suite 220 South

Washington, DC 20004

Attention: Gregory Ledford

          Wesley Bieligk

Fax: +1-202-347-1818

Email: gregory.ledford@carlyle.com

    wesley.bieligk@carlyle.com

with copies (which shall not constitute notice or service of process) to:

Latham & Watkins LLP

555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Attention: Daniel T. Lennon,

                  Nick Luongo

Facsimile No.: (202) 637-2201

Email: daniel.lennon@lw.com

            nick.luongo@lw.com

(c) If to the Holder Representative, to:

Greater China Industrial Investments LLC

c/o The Carlyle Group

1001 Pennsylvania Avenue, N.W.

Suite 220 South

Washington, DC 20004

Attention: Gregory Ledford

          Wesley Bieligk

Fax: +1-202-347-1818

Email: gregory.ledford@carlyle.com

    wesley.bieligk@carlyle.com

with a copy (which shall not constitute notice or service of process) to:

Latham & Watkins LLP

555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Attention: Daniel T. Lennon,

                  Nick Luongo

Facsimile No.: (202) 637-2201

Email: daniel.lennon@lw.com

            nick.luongo@lw.com

or to such other address or addresses as the parties may from time to time designate in writing.

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13.3 Assignment . No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

13.4 Rights of Third Parties . Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right or remedies under or by reason of this Agreement; provided , however , that, notwithstanding the foregoing (i) from and after the Effective Time, the Indemnified Parties (and their successors, heirs and representatives) are intended third-party beneficiaries of, and may enforce, Article XII , (ii) the past, present and future managers, directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys, advisors and representatives of the parties, and any Affiliate of any of the foregoing (and their successors, heirs and representatives), are intended third-party beneficiaries of, and may enforce, Section  13.15 , (iii) Prior Company Counsel and the Designated Persons shall be intended third-party beneficiaries of, and may enforce, Section  13.16 , (iv) the Indemnified Persons and Other Indemnitors are intended third-party beneficiaries of Section  8.1 and (v) the Selling Members (but, for the avoidance of doubt, none of their respective designees who may receive a payment under this Agreement, the Escrow Agreement or otherwise in connection with the transactions contemplated by this Agreement and the other agreements and instruments executed in connection therewith) shall be intended third party beneficiaries of, and may enforce, (x)  Section  3.2 , Section  3.3 , Section  3.4(d) , Section  3.6 and Section  12.7 , in each case, to the extent amounts thereunder are due and owing, and (y)  Section  9.2 .

13.5 Expenses . Each party hereto, other than the Holder Representative (whose expenses shall be paid out of funds paid to the Holder Representative under Section  3.5 ), shall bear its own expenses incurred in connection with this Agreement and the transactions contemplated hereby whether or not such transactions shall be consummated, including all fees of its legal counsel, financial advisers and accountants; provided , however , that the fees and expenses of the Auditor, if any, shall be paid in accordance with Section  3.4(b) ; provided , further , that Buyer shall pay transfer, documentary, recording, sales, use, stamp, registration, excise, value added, customs and other substantially similar Taxes and fees arising in connection with the consummation of the transactions contemplated hereby (excluding, for the avoidance of doubt, Taxes imposed on a Selling Member that is determined with respect to income, gain or profit of a Selling Members).

13.6 Governing Law . This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction, except to the extent that the Law of the Marshall Islands is mandatorily applicable to the Merger.

13.7 Captions; Counterparts . The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, which may be delivered by electronic communications by portable document format (.pdf) and each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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13.8 Schedules and Annexes . The Schedules and Annexes referenced herein are a part of this Agreement as if fully set forth herein. All references herein to Schedules and Annexes shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. All references herein to this Agreement shall be deemed to include references to all Schedules and Annexes hereto. Any disclosure made by a party in the Schedules with reference to any section or schedule of this Agreement shall be deemed to be a disclosure with respect to all other sections or schedules to which the relevance of such disclosure is reasonably apparent. Certain information set forth in the Schedules is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality.

13.9 Entire Agreement . This Agreement (together with the Schedules and Annexes to this Agreement), the Escrow Agreement, the Registration Rights Agreement and that certain Confidentiality Agreement, dated as of February 26, 2018, between Buyer and the Company (the “ Confidentiality Agreement ”) constitute the entire agreement among the parties relating to the transactions contemplated hereby and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the parties hereto or any of their respective Subsidiaries relating to the transactions contemplated hereby. No representations, warranties, covenants, understandings or agreements, oral or otherwise, relating to the transactions contemplated by this Agreement exist between the parties, except as expressly set forth in this Agreement, the Escrow Agreement, the Registration Rights Agreement and the Confidentiality Agreement. After the Closing Date, Buyer’s obligations under the Confidentiality Agreement shall be deemed to have been terminated by the parties thereto and shall no longer be binding.

13.10 Amendments . This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed in the same manner as this Agreement and which makes reference to this Agreement.

13.11 Publicity . The parties acknowledge that the Company intends to issue a press release on the date hereof in the form attached hereto as Annex G . The parties hereto further agree to keep the terms of this Agreement (and all discussions, negotiations and other confidential information exchanged among the parties prior to the execution and delivery of this Agreement by the parties hereto) confidential, except to the extent and to the Persons to whom disclosure is required by applicable Law or for purposes of compliance with financial reporting obligations and the rules of any applicable securities exchange; provided , that the parties may disclose such confidential information to their respective employees, accountants, advisors and other representatives as necessary in connection with the enforcement of such party’s rights under this Agreement (so long as such Persons agree to, or are bound by contract or professional or fiduciary obligations to, keep such information confidential and so long as the parties shall be responsible to the other parties hereto for breach of this Section  13.11 or such confidentiality obligations by the recipients of its disclosure).

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13.12 Severability . If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take all actions reasonably necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties.

13.13 Jurisdiction; Waiver of Jury Trial .

(a) Any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may be brought in courts of the Borough of Manhattan in the State of New York, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York located therein, and, in each case, appellate courts therefrom, and each of the parties hereto irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any claim that it is immune from any legal process issued by such courts or any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of such Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section  13.13(a) .

(b) Each party hereto hereby waives and shall cause its Subsidiaries and Affiliates to waive, to the fullest extent permitted by applicable Law, all right to a trial by jury in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any Action, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section  13.13(b) .

13.14 Enforcement . The parties hereto agree that irreparable damage would occur, and that the parties would not have any adequate remedy at law, in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to specifically enforce the terms and provisions of this Agreement, without proof of actual damages or otherwise, in addition to any other remedy to which any party is entitled at law or in equity. Each party agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.

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13.15 Non-Recourse . This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement and not otherwise), no past, present or future manager, director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or Liabilities of any one or more of the Company, Buyer, or Merger Sub under this Agreement (whether for indemnification or otherwise) or of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

13.16 Waiver of Conflicts Regarding Representations; Non-Assertion of Attorney-Client Privilege .

(a) Conflicts of Interest . Buyer acknowledges that Latham & Watkins LLP and, only to the extent the advice rendered to a Designated Person in connection with the transactions contemplated by this Agreement, Blank Rome and Clifford Chance (“ Prior Company Counsel ”) have, on or prior to the Closing Date, represented one or more of the Holder Representative, one or more Selling Members, the Company, and its Subsidiaries and other Affiliates, and their respective officers, employees and directors (each such Person, other than the Company and its Subsidiaries, a “ Designated Person ”) in one or more matters relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) (each, an “ Existing Representation ”), and that, in the event of any post-Closing matters (x) relating to this Agreement or any other agreements or transactions contemplated hereby (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement or such other agreements or in connection with such transactions) and (y) in which Buyer or any of its Affiliates (including the Surviving Company and its Subsidiaries), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “ Post-Closing Matters ”), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Buyer and the Company hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “ Post-Closing Representations ”) , and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons (other than the Company and its Subsidiaries) in any Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Buyer or any of its Affiliates (including the Company and its Subsidiaries), and even though Prior Company Counsel may (A) have represented the Company or its Subsidiaries in a matter substantially related to such dispute or (B) be currently representing Buyer, the Company or any of their respective Affiliates. Without limiting the foregoing, each of Buyer and the Company (on behalf of itself and its Affiliates) consents to the disclosure by Prior Company Counsel, in connection with one or more

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Post-Closing Representations, to the Designated Persons of any information learned by Prior Company Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the Company or any of its Subsidiaries or Prior Company Counsel’s duty of confidentiality as to the Company or any of its Subsidiaries and whether or not such disclosure is made before or after the Closing.

(b) Attorney-Client Privilege . Each of Buyer and the Company (on behalf of itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any communication between any Prior Company Counsel, on the one hand, and any Designated Person or the Company or any of its Subsidiaries (collectively, the “ Pre-Closing Designated Persons ”), or any advice given to any Pre-Closing Designated Person by any Prior Company Counsel, occurring during one or more Existing Representations (collectively, “ Pre-Closing Privileges ”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of Buyer, the Company and their respective Affiliates, it being the intention of the parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privilege, shall be retained by the Holder Representative, and shall not pass to or be claimed or used by Buyer or the Company, except as provided in the last sentence of this Section  13.16(b) . Furthermore, each of Buyer and the Company (on behalf of itself and its Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons shall not be subject to any joint privilege (whether or not the Company or one more of its Subsidiaries also received such advice or communication) and shall be owned solely by such Designated Persons. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or the Company or any of its Subsidiaries, on the one hand, and a third party other than a Designated Person, on the other hand, the Company shall (and shall cause its Affiliates to) assert the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of materials subject to attorney-client privilege to such third party; provided, however, that such privilege may be waived only with the prior written consent of the Holder Representative.

(c) Miscellaneous . Buyer hereby acknowledges that it has had the opportunity (including on behalf of its Affiliates and the Company) to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than Prior Company Counsel. This Section  13.16 shall be irrevocable, and no term of this Section  13.16 may be amended, waived or modified, without the prior written consent of the Holder Representative.

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IN WITNESS WHEREOF the parties have hereunto caused this Agreement to be duly executed as of the date first above written.

[Signature Page to Merger Agreement]

Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (as amended from time to time, this “ Agreement ”), dated as of March 13, 2018, is made by and among SEASPAN CORPORATION, a corporation incorporated under the laws of the Republic of the Marshall Islands (the “ Company ”), GREATER CHINA INDUSTRIAL INVESTMENTS LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands (“ GC Industrial ”), TIGER MANAGEMENT LIMITED, a limited liability company formed under the laws of the Cayman Islands (Tiger), BLUE WATER COMMERCE, LLC, a Montana limited liability company (“ Blue Water ”) and each of the respective designees of GC Industrial and Tiger set forth on the signature pages hereto.

WHEREAS, GC Industrial, Blue Water and Tiger (collectively, the “ Selling Members ”) have been allocated Registrable Shares (as defined below) in connection with the consummation of the merger (the “ Merger ”) of Seaspan Investments III LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (“ Merger Sub ”), with and into Greater China Intermodal Investments LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands (“ Target ”), pursuant to which Target survived the Merger and became a wholly-owned indirect subsidiary of the Company; and

WHEREAS, the Company has agreed to provide the Stockholders (as defined below) with the registration rights set forth in this Agreement with respect to the Registrable Shares.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and provisions herein contained, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

As used in this Agreement, the following capitalized terms shall have the meanings set forth below:

“ Affiliate ” means, with respect to any person, any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person. For purposes of this definition, the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which the banks are required or authorized by law to be closed in the City of New York or the Commission is closed.

“ Carlyle ” means, collectively, each of the entities affiliated with Carlyle Investment Management L.L.C. listed on Schedule A hereto.

“ Closing Price ” means, as of any date, (i) the closing sale price (or, if no closing sale price is reported, the last reported sale price) per share of the Preferred Shares on the New York Stock Exchange on such date or, if the Preferred Shares are not listed for trading on the New York Stock Exchange on any such date, as reported in the composite transactions for the principal United States securities exchange on which the Preferred Shares are so listed, or if the Preferred Shares are not so listed, on a United States national or regional securities exchange, or (ii) if the Preferred Shares are not so reported, the last quoted bid price for the Preferred Shares in the over-the-counter market as reported by the National Quotation Bureau or similar organization, or, if such bid price referred to above is not available, the average of the mid-point of the last bid and ask prices of the Preferred Shares on such date from at least three nationally recognized independent investment banking firms retained by the Company for purposes of determining the Closing Price.

“ Commission ” means the U.S. Securities and Exchange Commission.

“ Effective Time ” has the meaning set forth in the Merger Agreement.

“ End Date ” has the meaning set forth in Section  2.1(b) .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Merger Agreement ” means that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Target, the Company, Merger Sub, and GC Industrial in its capacity as Holder Representative thereunder.

“ Preferred Shares ” means shares of the Company’s Class D 7.95% Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share.

“ Registrable Shares ” means Preferred Shares issued by the Company as merger consideration in the Merger and held by GC Industrial or any Stockholder (or any assignee thereof) and any securities of the Company issued in respect thereof or in substitution therefor, including in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization; provided , however , that Registrable Shares held by a Stockholder will not be considered Registrable Shares for purposes of this Agreement following the earliest to occur of the following: (i) a registration statement covering such Registrable Shares has been declared effective by the Commission and all such Registrable Shares have been disposed of pursuant to such effective registration statement, (ii) such Registrable Shares have been sold in a transaction satisfying the applicable conditions of Rule 144 under the Securities Act (as such Rule may be amended from time to time, “ Rule 144 ”) and (iii) such Registrable Shares have been sold or transferred in such a manner, including with respect to the foregoing clause (ii), that the transferor’s rights under this Agreement are not assigned to the transferee of such Registrable Shares pursuant to Section  6.1 .

“ Scheduled Black-out Period ” means the period beginning on the last day of a fiscal quarter of the Company to and including the second Business Day after the day on which the Company publicly releases its earnings for such fiscal quarter.

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“ SC Trading Average ” means, as of a given date, the volume-weighted, average Closing Price of the Preferred Shares for the 20 Trading Days immediately preceding such date.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Stockholders ” means, collectively, Blue Water, Carlyle and Tiger (each individually, a “ Stockholder ”). References to any Stockholder include (i) all of its affiliated private equity funds, including co-invest and side-by-side entities, that hold Registrable Shares and (ii) all direct and indirect transferees to whom a Stockholder transfers Registrable Shares and related rights under this Agreement in accordance with Section  6.1 .

“ Trading Day ” means (i) if the applicable security is listed or admitted for trading on the New York Stock Exchange or another national securities exchange, a day on which the New York Stock Exchange or such other national securities exchange is open for business or (ii) if the applicable security is not so listed or admitted for trading, any day other than a Saturday or Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

ARTICLE II.

DEMAND AND PIGGYBACK RIGHTS

2.1 Initial Registration Statement .

(a) Within 30 Business Days following the Closing Date, the Company will file an automatically effective shelf registration statement on Form F-3 (or a successor form) (or, if the Company is not then eligible to file an automatically effective registration statement on Form F-3, then a standard registration statement on Form F-3) covering all Registrable Shares held by the Stockholders; provided , however , that if at the time of filing of such registration statement the Company is not eligible to file a registration statement on Form F-3 (or a successor form), then the Company shall file a registration statement on Form F-3 (or a successor form) covering all Registrable Shares held by the Stockholders within 30 Business Days following the date on which the Company becomes eligible to file a registration statement on Form F-3 (or a successor form). A registration statement filed pursuant to this Section  2.1(a) will, unless otherwise requested by Stockholders representing a majority of the Registrable Shares then held by all Stockholders, cover all Registrable Shares then held by the Stockholders.

(b) The Company will keep a shelf registration statement on Form F-3 (or a successor form) filed pursuant to this Section  2.1 continuously effective until the earliest of (i) the date on which all Registrable Shares covered by such shelf registration statement have been sold thereunder and (ii) with respect to Registrable Shares held by each Stockholder, the date there cease to be any Registrable Shares outstanding (such earliest date being the “ End Date ”). For the avoidance of doubt, if any Registrable Shares exist and have not been sold prior to the date on which securities may no longer be offered and sold pursuant to such registration statement, the Company shall file a new shelf registration statement on Form F-3 (or a successor form) covering all remaining Registrable Shares held by the Stockholders, and shall use commercially reasonable efforts to keep such shelf registration statement continuously effective until the End Date.

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(c) Subject to Section  2.4(b) , upon the request, (i) made at any time and from time to time, of Stockholders who own Registrable Shares with an aggregate value (based on the SC Trading Average) of at least $10 million as of the date of such request, or (ii) made at any time, with respect to the registration of all of the outstanding Registrable Shares by the Stockholders who own all of the outstanding Registrable Shares, the Company shall facilitate in the manner described in this Agreement an offering of Registrable Shares included in any shelf registration statement.

2.2 Right to Demand Registration . Subject to Section  2.4(a) , if at any time prior to the End Date the Company is not eligible to file a registration statement on Form F-3, then the Stockholders representing a majority of the Registrable Shares then held by all Stockholders shall have the right to require the Company to register, pursuant to the terms of this Agreement, any number of Registrable Shares held by such demanding Stockholders, including on a delayed or continuous basis, on Form F-1 (or a successor form). The Company shall file such registration statement within 30 Business Days following the date of such request and the Company shall use commercially reasonable efforts to have such registration statement declared effective as soon as practicable after it has been filed. The Company will use commercially reasonable efforts to keep any registration statement filed pursuant to this Section  2.2 continuously effective until the End Date or until such time as all of the Registrable Shares are registered for resale on an effective registration statement on Form F-3. A registration statement filed pursuant to this Section  2.2 will, unless otherwise requested by Stockholders representing a majority of the Registrable Shares then held by all Stockholders, cover all Registrable Shares then held by the Stockholders.

2.3 Right to Piggyback on a Registered Offering . Subject to the limitations set forth in this Agreement, in connection with any registered offering of the Preferred Shares (whether at the initiative of the Company or otherwise), including any underwritten shelf takedown, each of the Stockholders, in its sole discretion, may include in such offering or shelf takedown Registrable Shares held by such Stockholder. The Company will provide notice to the Stockholders regarding such registered offering of securities as required by this Agreement and comply with all other requirements of the Company in the manner set forth in this Agreement.

2.4 Limitations on Demand, Shelf Takedown and Piggyback Rights .

(a) The Company shall not be required to effect more than two demand registrations on Form F-1 (or a successor form) pursuant to Section  2.2 ; provided that no such registration shall count for purposes of this Section  2.4(a) unless the registration statement for such registration is declared effective by the Commission and the Company has used commercially reasonable efforts to keep such registration statement effective until the End Date; and provided , further , that if the Company is not eligible to file a registration statement on Form F-3 within 30 Business Days following the date of this Agreement, the maximum number of demand registrations on Form F-1 (or a successor form) that the Company shall be required to effect pursuant to Section  2.2 shall increase from two to three.

(b) The Company shall not be required to effect more than four shelf takedowns of Registrable Shares included in a shelf registration statement pursuant to Section  2.1 ; provided that no such shelf takedown shall count for purposes of this Section  2.4(b) unless the Company has otherwise complied in all material respects with all other requirements under this Agreement in connection with such shelf takedown.

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(c) Notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback or other registration rights with respect to registered offerings by the Company (i) covered by a Form S-8 registration statement or a successor form applicable to executive or employee benefit or compensation-related offers and sales, (ii) Form S-4 (or any similar or successor form providing for the registration of securities in connection with mergers, acquisitions, exchange offers or subscription offers) or (iii) otherwise where the securities are not being sold for cash.

(d) The Company may postpone the filing of a registration statement or an offering of Registrable Shares under Section  2.1 (other than the initial registration statement filing under Section  2.1(a) ) or Section  2.2 or suspend the effectiveness of any shelf registration statement for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company determines in good faith that such registration or offering (1) would materially interfere with a bona fide business or financing transaction of the Company or otherwise would be materially detrimental to the Company if effected at such time or (2) is reasonably likely to require premature disclosure of information, the premature disclosure of which would materially and adversely affect the Company; provided that the Company shall not, other than with respect to Scheduled Black-out Periods, postpone the filing of a registration statement or an offering of Registrable Shares under Section  2.1 or Section  2.2 or suspend the effectiveness of any shelf registration statement pursuant to this Section  2.4(d) more than twice in any 360-day period and for not more than 120 days in the aggregate in any 360-day period. Any such blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction or other event described in clause (1) of this Section  2.4(d) , a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of other non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 20-F or Form 6-K containing quarterly financial information, or (y) the date upon which such information is otherwise disclosed publicly by the Company. In addition, notwithstanding anything to the contrary, during any Scheduled Black-out Period or upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that circumstances exist that, in the good faith determination of the Company, make inadvisable the use of such registration statement, prospectus or prospectus supplement, each Stockholder shall forthwith discontinue any disposition of Registrable Shares until termination of such Scheduled Black-out Period or until the Stockholders have received copies of a supplemented or amended prospectus or prospectus supplement, or until such Stockholder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, such Stockholder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Stockholder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Shares current at the time of receipt of such notice. The total number of days that any such suspensions pursuant to the immediately preceding sentence (other than suspensions due to Scheduled Black-out Periods), together with the number of days in such 360-day period that the Company has delayed effecting a registration or offering in reliance upon clauses (1) and (2) of this Section  2.4(d) , shall not exceed 120 days in the aggregate.

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(e) The Company shall not be required to effect a demand registration on Form F-1 (or a successor form) pursuant to Section  2.2 or a shelf takedown of Registrable Shares included in a shelf registration statement pursuant to Section  2.1 , within 45 days of the consummation of an offering conducted pursuant to a prior demand registration or shelf takedown for Registrable Shares; provided , however , that the initial registration on a resale shelf registration statement shall not be considered a demand or shelf takedown for the purposes of this Section  2.4(e) .

ARTICLE III.

NOTICES, CUTBACKS AND OTHER MATTERS

3.1 Notifications Regarding Registration Statements . The Company shall notify each Stockholder of an anticipated registered offering of securities (whether pursuant to a request made by (i) Stockholders, (ii) any other person or (iii) at the Company’s own initiative) no later than 5:00 pm, New York City time, on (x) if applicable, the tenth (10 ^th ) calendar day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such offering is expected to be finalized, and (y) in all cases, the fourteenth (14 ^th ) calendar day prior to the proposed filing date of the registration statement.

3.2 Notifications by the Stockholders Regarding Piggyback Rights .

(a) Any Stockholder wishing to exercise its piggyback rights with respect to an offering other than a shelf takedown must notify the Company and the other Stockholders of the number of Registrable Shares it seeks to have included in such offering. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on the fifth (5 ^th ) calendar day after the Company notice pursuant to Section  3.1 has been delivered.

(b) Any Stockholder wishing to exercise its piggyback rights with respect to a non-underwritten shelf takedown must notify the Company and the other Stockholders of the number of Registrable Shares it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on the fifth (5 ^th ) calendar day after the Company notice pursuant to Section  3.1 has been delivered.

(c) Any Stockholder wishing to exercise its piggyback rights with respect to an underwritten shelf takedown must notify the Company and the other Stockholders of the number of Registrable Shares it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on the fifth (5 ^th ) calendar day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized.

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3.3 Plan of Distribution, Underwriters and Counsel . For any registration other than a registration initiated by the Stockholders pursuant to Section  2.1 or Section  2.2 , the Company or, if applicable, other Company securityholders initiating such registration will be entitled to determine the plan of distribution and, for any underwritten offering, select the managing underwriters for such offering. For any registration or offering initiated by the Stockholders pursuant to Section  2.1 or Section 2.2 , Stockholders representing a majority of the Registrable Shares being offered shall be entitled to determine the plan of distribution and select the managing underwriters (which shall be reasonably acceptable to the Company, acting in good faith), and shall also be entitled to select counsel for the selling Stockholders (which may be the same as counsel for the Company). The plan of distribution will provide as much flexibility as is reasonably possible and consistent with this Agreement, including with respect to resales by transferee Stockholders.

3.4 Cutbacks . If the managing underwriters advise the Company and the selling Stockholders that, in their opinion, the number of Registrable Shares requested to be included in an underwritten offering (including any underwritten shelf takedown) exceeds the amount that can be sold in such offering without adversely affecting the distribution of the Registrable Shares being offered, such offering will include only the number of Registrable Shares that the underwriters advise can be sold in such offering.

(a) In the case of a registered offering (including any underwritten shelf takedown) upon the request of Stockholders pursuant to Section  2.1 or Section  2.2 , the selling Stockholders collectively will have first priority and will be subject to cutback pro rata based on the respective number of Registrable Shares then held by each such selling Stockholder (up to the number of Registrable Shares initially requested by them to be included in such offering). To the extent of any remaining capacity, the Company will have second priority. To the extent of any remaining capacity, all other stockholders having similar registration rights will have third priority and will be subject to cutback pro rata based on the number of shares of the Company giving rise to such registration rights then held by each such stockholder. Except as contemplated by the immediately preceding two sentences, other stockholders (other than transferees to whom a Stockholder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Stockholders representing a majority of the Registrable Shares then held by all Stockholders.

(b) In the case of a registered offering (including any underwritten shelf takedown) upon the initiative of the Company or any third party or parties (other than the Stockholders), the Company or such third parties, as applicable, will have first priority. To the extent of any remaining capacity, the Company or security holders having registration rights existing prior to the Effective Time, as applicable, will have second priority and will, with respect to any such security holders, be subject to cutback pro rata based on the number of shares giving rise to such registration rights then held by each such security holder in accordance with the applicable registration rights agreements. To the extent of any remaining capacity, the selling Stockholders and any other holders of securities of the Company having registration rights that are neither expressly senior nor subordinated to the Registrable Shares shall have third priority and will be subject to cutback pro rata based on the number of Registrable Shares then held by such selling Stockholders and shares giving rise to such registration rights then held by such other selling security holders, respectively (up to the number of shares initially requested by them to be included in such offering). To the extent of any remaining capacity, and only if all shares referred to in the preceding sentence have been included in such registration, any other securities eligible for inclusion in such registration may be included.

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3.5 Withdrawals . Even if Registrable Shares held by a Stockholder have been part of a registered underwritten offering, such Stockholder may, no later than the time at which the public offering price and underwriters’ discount are determined with the managing underwriter, decline to sell all or any portion of the Registrable Shares being offered for its account.

3.6 Expenses .

(a) All expenses incurred by the Company in connection with any registration statement or registered offering covering Registrable Shares held by Stockholders, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company and of the independent certified public accountants, and the expense of qualifying such Registrable Shares under state blue sky laws, will be borne by the Company. All underwriters’, brokers’ and dealers’ discounts and commissions and stock transfer taxes applicable to Registrable Shares sold for the account of a Stockholder will be borne by such Stockholder, and the Stockholders shall also bear the fees and expenses of counsel for the Stockholders.

(b) Notwithstanding anything to the contrary, the Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section  2.1 or Section  2.2 , the request of which has been subsequently withdrawn by the Stockholders unless (a) the withdrawal is based upon (i) the occurrence of (1) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over the counter market in the United States, (2) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, or (3) the Company advises the registering Stockholders of any event, change, circumstance or effect that is or is reasonably likely to be materially adverse to the business, properties, assets, liabilities, condition (financial or otherwise), operations, results of operations or prospects of the Company and its subsidiaries taken as a whole, or (ii) the Stockholders becoming aware of material adverse information concerning the Company that the Company had not publicly revealed at least forty-eight (48) hours prior to the request or that the Company had not otherwise notified the requesting Stockholders of at the time of such request or (b) Stockholders representing a majority of the Registrable Shares then held by all Stockholders agree to forfeit their right to one requested registration pursuant to Section  2.1 , as applicable, in which event such right shall be forfeited by all Stockholders.

ARTICLE IV.

FACILITATING REGISTRATIONS AND OFFERINGS

4.1 General . If the Company becomes obligated under this Agreement to facilitate a registration or offering of Registrable Shares on behalf of any Stockholder, the Company will do so with the same degree of care and dispatch as would reasonably be expected in the case of a registration and offering by the Company of securities for its own account.

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4.2 Registration Statements . In connection with each shelf registration statement or registration statement that is demanded by the Stockholders or as to which piggyback rights otherwise apply, the Company will:

(a) (i) prepare and file with the Commission a registration statement covering the applicable Registrable Shares, (ii) file amendments thereto as warranted, (iii) use its commercially reasonable efforts to seek the effectiveness thereof, and (iv) file with the Commission prospectuses and prospectus supplements as may be required, all in consultation with the Stockholders and as reasonably necessary in order to permit the offer and sale of the Registrable Shares in accordance with the applicable plan of distribution;

(b) (i) within a reasonable time prior to the filing of any registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus, provide copies of such documents to the selling Stockholders and to the underwriter or underwriters of an underwritten offering, if applicable, and to their respective counsel; fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the Stockholders or the underwriter or the underwriters may request; and, with reasonable prior notice to the Company, make applicable representatives of the Company available for discussion of such documents; (ii) as applicable during any underwritten offering and within a reasonable time prior to the filing of any document which is to be incorporated by reference into a registration statement or a prospectus relating to such underwritten offering, provide copies of such document to counsel for the Stockholders and underwriters; fairly consider such reasonable changes in such document prior to or after the filing thereof as counsel for such Stockholders or such underwriter shall request; and (iii) make applicable representatives of the Company available for discussion of such document;

(c) use its commercially reasonable efforts to cause each registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Shares (x) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(d) notify each Stockholder promptly, and, if requested by such Stockholder, confirm such advice in writing, (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462, (ii) of the issuance by the Commission or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iii) if the Company receives any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period a registration statement is effective as a result of which such registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

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(e) furnish counsel for each underwriter, if any, and for the Stockholders copies of any correspondence with the Commission or any state securities authority relating to the registration statement or prospectus;

(f) use its commercially reasonable efforts to otherwise comply with all applicable rules and regulations of the Commission, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar provision then in force); and

(g) use all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible time.

4.3 Registered Offerings and Shelf Takedowns . In connection with any registered offering or shelf takedown that is requested by the Stockholders or as to which piggyback rights otherwise apply, the Company will:

(a) cooperate with the selling Stockholders and the sole underwriter or managing underwriter of an underwritten offering of Registrable Shares, if any, to (i) facilitate the timely preparation and delivery of certificates representing the Registrable Shares to be sold and not bearing any restrictive legends and (ii) enable such Registrable Shares to be in such denominations (consistent with the provisions of the governing documents thereof) and registered in such names as the selling Stockholders or the sole underwriter or managing underwriter of an underwritten offering of Registrable Shares, if any, may reasonably request at least five days prior to any sale of such Registrable Shares;

(b) furnish to each Stockholder and to each underwriter, if any, participating in the relevant offering, without charge, as many copies of the applicable prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such Stockholder or underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Shares; and the Company hereby consents to the use, subject to the other terms of this Agreement, of such prospectus, including each preliminary prospectus, by each such Stockholder and underwriter in connection with the offering and sale of the Registrable Shares covered by such prospectus or the preliminary prospectus;

(c) use its commercially reasonable efforts to (i) register or qualify the Registrable Shares being offered and sold, no later than the time the applicable registration statement becomes effective, under all applicable state securities or “blue sky” laws of such jurisdictions as each underwriter, if any, or any Stockholder holding Registrable Shares covered by a registration statement, shall reasonably request; (ii) keep each such registration or qualification effective during the period such registration statement is required to be kept effective so long as any Registrable Shares remain subject to this Agreement; and (iii) do any and all other acts and things which may be reasonably necessary or advisable to enable each such underwriter, if any, and Stockholder to consummate the disposition in each such jurisdiction of such Registrable Shares owned by such Stockholder; provided , however , that the Company shall not be obligated

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to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to consent to be subject to general service of process (other than service of process in connection with such registration or qualification or any sale of Registrable Shares in connection therewith) in any such jurisdiction;

(d) use its commercially reasonable efforts to cause all Registrable Shares being sold to be qualified for inclusion in or listed on The New York Stock Exchange or any other U.S. securities exchange on which common shares issued by the Company are then so qualified or listed if so requested by the Stockholders, or if so requested by the underwriter or underwriters of an underwritten offering of Registrable Shares, if any;

(e) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority and in the performance of any due diligence investigation by any underwriter in an underwritten offering;

(f) in connection with any underwritten offering, use its commercially reasonable efforts to facilitate the distribution and sale of any Registrable Shares to be offered pursuant to this Agreement, including, without limitation, by making road show presentations, holding meetings with and making calls to potential investors that may be reasonably requested by the managing underwriter or underwriters in any such underwritten offering no more than once per offering over a period of no more than 48 hours (provided, however, that such participation is not required to be in person by any Company representative) and taking such other actions as shall be reasonably requested by the Stockholders or the lead managing underwriter of an underwritten offering; and

(g) enter into customary agreements (including, in the case of an underwritten offering, underwriting agreements in customary form, and including provisions with respect to indemnification and contribution in customary form and consistent with the provisions relating to indemnification and contribution contained in existing underwriting agreements of the Company) and use its commercially reasonable efforts to take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Registrable Shares and in connection therewith:

1. make such representations and warranties to the selling Stockholders and the underwriters, if any, in form, substance and scope as are consistent with those included in existing underwriting agreements of the Company;

2. obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be consistent with those required by existing or recent underwriting agreements of the Company) addressed to each selling Stockholder and the underwriters, if any; and

3. obtain “cold comfort” letters and updates thereof from the Company’s independent certified public accountants addressed to the selling Stockholders, if permissible, and the underwriters, if any, which letters shall be customary in form and shall cover matters of the type customarily covered in “cold comfort” letters to underwriters in connection with primary underwritten offerings.

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4.4 Due Diligence . In connection with each underwritten offering of Registrable Shares to be sold by Stockholders, the Company will, in accordance with customary practice and subject to the execution and delivery by the Stockholders of confidentiality agreements in form and substance reasonably acceptable to the Company, make available for inspection by representatives of the Stockholders and underwriters and any counsel or accountant retained by such Stockholder or underwriters relevant financial and other records, pertinent corporate documents and properties of the Company and cause appropriate officers, managers and employees of the Company to supply information reasonably requested by any such representative, underwriter, counsel or accountant in connection with their due diligence exercise; provided , however , that the Company shall in no event be required to disclose any information that might waive or jeopardize any attorney-client or similar privilege.

4.5 Information from Stockholders ; Other Obligations . (a) Each Stockholder that holds Registrable Shares covered by any registration statement or prospectus will, as a condition to the Company’s obligations under this Agreement, timely furnish to the Company such information regarding itself as is required to be included in the registration statement, the ownership of Registrable Shares by such Stockholder and the proposed distribution by such Stockholder of such Registrable Shares as the Company may from time to time reasonably request in writing.

(b) Notwithstanding anything to the contrary, a Stockholder may not participate in any underwritten offering hereunder unless such Stockholder (i) agrees to sell such Stockholder’s Registrable Shares on the basis provided in the applicable underwriting arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no such Stockholder shall be required to make any representations or warranties to or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Stockholder, such Stockholder’s title to the Registrable Shares, such Stockholder’s authority to sell the Registrable Shares, such Stockholder’s intended method of distribution, absence of liens with respect to the Registrable Shares, receipt of all required consents and approvals with respect to the entry into such underwriting and other agreements and the sale of such Registrable Shares and any other representations required to be made by such Stockholder under applicable law, rule or regulation, and the aggregate amount of the liability of such Stockholder in connection with such underwriting agreement shall not exceed such Stockholder’s net proceeds from such underwritten offering.

(c) No Stockholder shall use any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with the sale of Registrable Shares without the prior written consent of the Company.

4.6 Piggyback Registration Obligations . Notwithstanding anything to the contrary, the Company shall not be obligated to any Stockholder to effect any registration or offering to which piggyback rights otherwise would apply under this Agreement and shall be entitled to withdraw or terminate any such registration or offering in its sole discretion, without any further obligation to any Stockholder.    

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ARTICLE V.

INDEMNIFICATION

5.1 Indemnification by the Company . In the event of any registration under the Securities Act by any registration statement pursuant to rights granted in this Agreement of Registrable Shares held by Stockholders, the Company will hold harmless such Stockholders and each other person, if any, who controls any Stockholder within the meaning of the Securities Act, against any losses, claims, damages, or liabilities (including reasonable legal fees and costs of court), joint or several, to which such Stockholders or such controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or any actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (i) contained, on its effective date, in any registration statement under which such securities were registered under the Securities Act or any amendment or supplement to any of the foregoing, or which arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) contained in any preliminary prospectus, if used prior to the effective date of such registration statement, or in the final prospectus (as amended or supplemented if the Company shall have filed with the Commission any amendment or supplement to the final prospectus), or which arise out of or are based upon the omission or alleged omission (if so used) to state a material fact required to be stated in such prospectus or necessary to make the statements in such prospectus not misleading in light of the circumstances then existing; and will reimburse such Stockholders and each such controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, or liability; provided , however , that the Company shall not be liable to any Stockholder or its controlling persons in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or such amendment or supplement, in reliance upon and in conformity with information furnished to the Company through a written instrument duly executed by Stockholders or such underwriter specifically for use in the preparation thereof.

5.2 Indemnification by Stockholders . Each Stockholder will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section  5.1 ) the Company, each director of the Company, each officer of the Company who shall sign the registration statement, and any person who controls the Company within the meaning of the Securities Act, (i) with respect to any statement or omission from such registration statement, or any amendment or supplement to it, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company through a written instrument duly executed by such Stockholder specifically for use in the preparation of such registration statement or amendment or supplement, and (ii) with respect to any noncompliance by Stockholders with applicable laws in effecting the sale or other disposition of the securities covered by such registration statement; provided , however , that the obligation to indemnify shall be individual, not joint and several, for each Stockholder and shall be limited to the net amount of proceeds received by such Stockholder from the sale of Registrable Shares pursuant to such registration statement or amendment or supplement thereto.

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5.3 Indemnification Procedures . Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding Sections of this Article V , the indemnified party will, if a resulting claim is to be made or may be made against an indemnifying party, give written notice to the indemnifying party of the commencement of the action. The failure of any indemnified party to give notice shall not relieve the indemnifying party of its obligations in this Article V , except to the extent that the indemnifying party is actually prejudiced by the failure to give notice. If any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense of the action with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume defense of the action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses incurred by the latter in connection with the action’s defense. An indemnified party shall have the right to employ separate counsel in any action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at such indemnified party’s expense unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, (ii) the indemnifying party has not assumed the defense and employed counsel reasonably satisfactory to the indemnified party within 30 days after receipt of notice of any such action or proceeding, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include the indemnified party and the indemnifying party and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to the indemnified party that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to all local counsel which is necessary, in the good faith opinion of both counsel for the indemnifying party and counsel for the indemnified party in order to adequately represent the indemnified parties) for the indemnified party and that all such fees and expenses shall be reimbursed as they are incurred upon written request and presentation of invoices. Whether or not a defense is assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent. No indemnifying party will, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which (i) does not include as an unconditional term the giving by the claimant or plaintiff, to the indemnified party, of a release from all liability in respect of such claim or litigation or (ii) involves the imposition of equitable remedies or the imposition of any non-financial obligations on the indemnified party.

5.4 Contribution . If the indemnification required by this Article V from the indemnifying party is unavailable to or insufficient to hold harmless an indemnified party in respect of any indemnifiable losses, claims, damages, liabilities, or expenses, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities, or expenses in such proportion as is appropriate to reflect (i) the relative benefit of the indemnifying and indemnified parties and (ii) if the allocation in clause (i) is not permitted by applicable law, in such proportion as is appropriate to

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reflect the relative benefit referred to in clause (i) and also the relative fault of the indemnified and indemnifying parties, in connection with the actions which resulted in such losses, claims, damages, liabilities, or expenses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and the indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact, has been made by, or relates to information supplied by, such indemnifying party or parties, and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damage, liabilities, and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The Company and Stockholders agree that it would not be just and equitable if contribution pursuant to this Section  5.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the prior provisions of this Section  5.4 . Notwithstanding the provisions of this Section  5.4 , no indemnifying party shall be required to contribute any amount in excess of the amount by which the total price at which the securities were offered to the public by the indemnifying party exceeds the amount of any damages which the indemnifying party has otherwise been required to pay by reason of an untrue statement or omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such a fraudulent misrepresentation.

ARTICLE VI.

OTHER AGREEMENTS

6.1 Transfer of Rights . Any Stockholder (and any designee of such Stockholder to the extent that Registrable Shares are delivered to such designee at Closing in accordance with the Merger Agreement) may transfer all or any portion of its rights under this Agreement to a transferee of Registrable Shares held by such Stockholder if such transferee is (a) another Stockholder, (b) a direct or indirect partner, member, stockholder or Affiliate of any Stockholder or its designee or (c) a family member, any trust for any family member, or any Affiliate of any such family member of any direct or indirect equity holder of a Stockholder or its designee. Any transfer of registration rights under this Section  6.1 will be effective upon receipt by the Company of (i) written notice from such transferring Stockholder stating the name and address of any transferee and identifying the number of Registrable Shares with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a written agreement from such transferee to be bound by the terms of this Agreement. In connection with a transfer pursuant to this Section  6.1 , the Company will use commercially reasonable efforts to update the registration statement registering the resale of any Registrable Shares as necessary pursuant to Rule 424 of the Securities Act or otherwise.

6.2 Rule 144 . If the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act, the Company covenants that it will use its commercially reasonable efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act but is not required to file such reports, it will, upon the request of any Stockholder, use its

15

commercially reasonable efforts to make publicly available such information) and it will take such further action as any Stockholder may reasonably request, with a view to making available to such Stockholder the benefits provided by (a) Rule 144, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Stockholder, the Company will deliver to such Stockholder a written statement as to whether it has complied with such requirements.

6.3 In-Kind Distributions . If any Stockholder seeks to effectuate an in-kind distribution of all or part of its Registrable Shares to its direct or indirect equity holders, the Company will cooperate with such Stockholder and the Company’s transfer agent to facilitate such in-kind distribution in the manner reasonably requested by such Stockholder.

6.4 Registration Statement Eligibility . The Company hereby represents that the conditions for use by the Company of Form F-3 (or a successor form) have been satisfied as of the date of this Agreement, and covenants that, until the date on which no Registrable Shares remain, it will use its commercially reasonable efforts to ensure that such conditions remain satisfied.

6.5 Legend Removal . The Company shall, upon the written request of any Stockholder and to the extent such legends are no longer applicable, promptly deliver to the Company’s transfer agent an instruction letter directing such transfer agent (a) to remove any restrictive legends from any certificate or book-entry account statement representing the Registrable Shares and (b) if required by the transfer agent, to accept an opinion of counsel in respect of such Stockholder’s Registrable Shares in connection therewith.

ARTICLE VII.

MISCELLANEOUS

7.1 Notices . All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service, or (iv) when delivered by facsimile or email (in each case in this clause (iv), solely if receipt is confirmed), addressed as follows:

Seaspan Corporation

Unit 2 – 2 ^nd Floor, Bupa Centre

141 Connaught Road West

Hong Kong

Attention: Corporate Secretary

Fax: +852-2540.1689

Email: Mark_Chu@seaspancorp.com

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with a copy, which will not constitute notice, to:

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

Attention:       John M. Reiss

                       Daniel Latham

Fax: (212) 354-8113

Email: jreiss@whitecase.com

           dlatham@whitecase.com

c/o The Carlyle Group

1001 Pennsylvania Avenue, N.W.

Suite 220 South

Washington, DC 20004

Attention:   Gregory S. Ledford,

                   Wesley T. Bieligk

Fax: +1-202-347-1818

Email: gregory.ledford@carlyle.com

           wesley.bieligk@carlyle.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Attention:     Daniel T. Lennon,

                     Nick Luongo

Fax: +1-202-637-2201

Email: daniel.lennon@lw.com

            nick.luongo@lw.com

Graham Porter

c/o Tiger Ventures Limited

1401 Jardine House

1 Connaught Place

Central Hong Kong

Fax: +852.2160.5199

with a copy, which will not constitute notice, to:

Shearman & Sterling LLP

12 ^th Floor Gloucester Tower

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The Landmark

15 Queen’s Road Central

Hong Kong

Attention: Paul Strecker

Fax: +852.2140.0338

101 International Drive

P.O. Box 16630

Missoula, MT 59808

Attention: Lawrence R. Simkins

Fax: +1.406.523.1399

with a copy, which will not constitute notice, to:

K&L Gates LLP

925 Fourth Avenue, Suite 2900

Seattle, WA 98104

Attention: Stephan Coonrod and Chris Cunningham

Fax: +1.206.370.6037

The failure to provide notice in accordance with the required timing, if any, set forth herein shall affect the rights of the party providing such notice only to the extent that such delay actually prejudices the rights of the party receiving such notice.

7.2 Section Headings . The article and section headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. References in this Agreement to a designated “Article” or “Section” refer to an Article or Section of this Agreement unless otherwise specifically indicated.

7.3 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

7.4 Consent to Jurisdiction and Service of Process . The parties to this Agreement hereby agree to submit to the jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any courts thereof in any action or proceeding arising out of or relating to this Agreement.

7.5 Enforcement . The parties hereto agree that irreparable damage would occur, and that the parties would not have any adequate remedy at law, in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or

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injunctions to prevent breaches of this Agreement and to specifically enforce the terms and provisions of this Agreement, without proof of actual damages or otherwise, in addition to any other remedy to which any party is entitled at law or in equity. Each party agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.

7.6 Amendments . This Agreement may be amended only by an instrument in writing executed by the Company and GC Industrial. Any such amendment will apply to all Stockholders equally, without distinguishing between them.

7.7 Termination . This Agreement will terminate as to any Stockholder when such Stockholder no longer holds any Registrable Shares.

7.8 Third-Party Beneficiaries . Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any person, other than the parties hereto and any transferees to whom a Stockholder transfers Registrable Shares and related rights under this Agreement in accordance with Section  6.1 , any right or remedies under or by reason of this Agreement; provided , however , that, notwithstanding the foregoing, each of the Stockholders shall be intended third-party beneficiaries of, and may enforce, this Agreement.

7.9 Entire Agreement . This Agreement constitutes the entire agreement and understanding of the parties with respect to the transactions contemplated hereby.

7.10 Severability . The invalidity or unenforceability of any specific provision of this Agreement shall not invalidate or render unenforceable any of its other provisions. Any provision of this Agreement held invalid or unenforceable shall be deemed reformed, if practicable, to the extent necessary to render it valid and enforceable and to the extent permitted by law and consistent with the intent of the parties to this Agreement.

7.11 No Inconsistent Agreements . The Company shall not enter into any agreement with respect to its securities that is inconsistent with or violates the rights granted to the Stockholders by this Agreement; provided , that the Company may enter into an agreement that gives priority on piggyback registrations to another investor investing greater than $35 million in the Company.

7.12 Counterparts . This Agreement may be executed and delivered in multiple counterparts, including by means of facsimile and electronic mail, each of which shall be deemed an original, but all of which together shall constitute the same instrument.

7.13 Effectiveness . Notwithstanding anything to contrary contained herein (other than Section  7.11 ), all obligations of the parties hereto under this Agreement (other than Section  7.11 ) shall only become effective and legally binding obligations of the parties hereto upon the occurrence of the Effective Time, and if the Effective Time shall not have occurred, then for the avoidance of doubt this Agreement shall be void ab initio without any further action by the Company, GC Industrial, any other Selling Member or any other person.

[Signature pages follow]

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IN WITNESS WHEREOF the parties have hereunto caused this Agreement to be duly executed as of the date first above written.

[ Signature Page to Registration Rights Agreement ]

[ Signature Page to Registration Rights Agreement ]

[ Signature Page to Registration Rights Agreement ]

[ Signature Page to Registration Rights Agreement ]

[ Signature Page to Registration Rights Agreement ]

[ Signature Page to Registration Rights Agreement ]

Schedule A

Entities Affiliated with The Carlyle Group

Exhibit 4.3.1

PUT RIGHT AGREEMENT

This Put Right Agreement, dated March 13, 2018 (this “ Agreement ”), by and between Blue Water Commerce, LLC, a limited liability company formed under the laws of Montana (the “ Selling Member ”) and Seaspan Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (“ Seaspan ”), in connection with the merger of Seaspan Investments III LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (“ Merger Sub ”), with and into Greater China Intermodal Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (the “ Company ”), pursuant to, and subject to the terms and conditions set forth in, the Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of the date hereof, by and among Seaspan, Merger Sub, the Company and Greater China Industrial Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, solely in its capacity as the initial holder representative thereunder. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement.

At any time during the period commencing on the date that is eighteen (18) months after the Closing Date and ending on the date that is nineteen (19) months after the Closing Date (such period, the “ Put Period ”), the Selling Member shall have the one (1) time right (the “ Put Right ”), exercisable by delivery of a written irrevocable notice substantially in the form attached as Exhibit A to this Agreement (the “ Put Exercise Notice ”), to Seaspan (the date of receipt of such notice, the “ Put Exercise Date ”), to require Seaspan to purchase all or such portion of Series D Preferred Shares issued to the Selling Member pursuant to the Merger Agreement that is specified in the Put Exercise Notice (the “ Put Shares ”). If the Selling Member does not timely deliver a Put Exercise Notice to Seaspan within the Put Period, the Selling Member’s right to sell such Series D Preferred Shares to Seaspan pursuant to this Agreement shall automatically terminate. If the Selling Member exercises the Put Right by delivery of the Put Exercise Notice to Seaspan during the Put Period, the Selling Member and Seaspan agree that, on the date that is five (5) Business Days after delivery of the Put Exercise Notice to Seaspan (the “ Put Closing Date ”), (i) the Selling Member shall sell, and Seaspan shall purchase, the Put Shares (the “ Put Sale ”) pursuant to the Put Exercise Notice, at a price per share equal to $24.84 (as adjusted for any stock split, stock dividend, combination or other recapitalization or reclassification of the Series D Preferred Shares effected after the date hereof) plus any accrued and unpaid dividends with respect to such Put Shares and (ii) the Selling Member and Seaspan will each execute and deliver to one another the Purchase Agreement (as defined below).

(a) The Put Sale shall be effected by a Put Sale Purchase Agreement substantially in the form attached as Exhibit B to this Agreement (the “ Purchase Agreement ”).

(b) On the Put Closing Date or on such date as otherwise agreed to by the Selling Member and Seaspan, the Selling Member and Seaspan shall effect the Put Sale subject to the terms, and at a location, specified in the Purchase Agreement.

If requested in writing by Seaspan on no more than six (6) occasions prior to October 31, 2019, within fifteen (15) days of such request, the Selling Member shall advise Seaspan in writing of the number of Series D Preferred Shares issued to such Selling Member (or its designee(s)) pursuant to the Merger Agreement at the Closing that it (or its designee(s)) beneficially own, which are subject to this Agreement.

Seaspan represents and warrants to the Selling Member, as of the date hereof, as follows:

(a) Due Organization, Good Standing and Corporate Power of Seaspan . Seaspan has been duly incorporated and is validly existing as a corporation in good standing under the Laws of the Republic of the Marshall Islands and has the corporate power and authority to execute and deliver this Agreement and all other instruments and agreements being executed and delivered by Seaspan as contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

(b) Authorization . The execution and delivery of this Agreement by Seaspan and the consummation by Seaspan of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors of Seaspan and no other corporate proceeding on the part of Seaspan is necessary to authorize this Agreement and all other instruments and agreements to be delivered by Seaspan as contemplated hereby. This Agreement and all other instruments and agreements to be executed and delivered by Seaspan as contemplated hereby and thereby have been duly and validly executed and delivered by Seaspan and (assuming this Agreement and all other instruments and agreements being executed and delivered by Seaspan as contemplated hereby constitute legal, valid and binding obligations of the Selling Member) constitute legal, valid and binding obligations of Seaspan, enforceable against Seaspan in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(c) No Conflict . The execution and delivery of this Agreement and all other instruments and agreements to be delivered by the Company as contemplated hereby and the consummation by them of the transactions contemplated hereby do not (i) violate any provision of, or result in the breach of, any applicable Law to which Seaspan is subject or by which any property or asset of Seaspan is bound, (ii) conflict with the Organizational Documents of Seaspan or any Subsidiary of Seaspan, or (iii) violate any provision of, conflict with, result in the acceleration of any obligation or loss of any benefits under or result in a breach of, or require a consent under, any material agreement, indenture or other instrument to which Seaspan or any Subsidiary of Seaspan is a party or by which Seaspan or any Subsidiary of Seaspan may be bound, or terminate or result in the termination of any such agreement, indenture or instrument, or result in the creation of any Lien under any such agreement, indenture or instrument upon any of the properties or assets of Seaspan or any Subsidiary of Seaspan or constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination or creation of a Lien.

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(d) Consents . No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or any other Person is required on the part of Seaspan with respect to Seaspan’s execution or delivery of this Agreement and all other instruments and agreements to be delivered by Seaspan as contemplated hereby or the consummation by Seaspan of the transactions contemplated hereby, except for compliance with any applicable securities and other Laws.

The Selling Member represents and warrants to Seaspan as of the date hereof as follows:

(a) Due Organization, Good Standing and Limited Liability Company Power of the Selling Member . The Selling Member has been duly organized and is validly existing as a limited liability company in good standing under the Laws of the State of Montana and has the requisite limited liability company power and authority to execute and deliver this Agreement and all other instruments and agreements being executed and delivered by the Selling Member as contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

(b) Authorization . The execution and delivery of this Agreement by the Selling Member and the consummation by the Selling Member of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors or equivalent governing body of the Selling Member and no other limited liability company proceeding on the part of the Selling Member is necessary to authorize this Agreement and all other instruments and agreements to be delivered by the Selling Member as contemplated hereby. This Agreement and all other instruments and agreements to be executed and delivered by the Selling Member as contemplated hereby and thereby have been duly and validly executed and delivered by the Selling Member and (assuming this Agreement and all other instruments and agreements being executed and delivered by the Selling Member as contemplated hereby constitute legal, valid and binding obligations of Seaspan) constitute legal, valid and binding obligations of the Selling Member, enforceable against the Selling Member in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(c) No Conflict . The execution and delivery of this Agreement and all other instruments and agreements to be delivered by the Company as contemplated hereby and the consummation by them of the transactions contemplated hereby do not (i) violate any provision of, or result in the breach of, any applicable Law to which the Selling Member is subject or by which any property or asset of the Selling Member is bound, (ii) conflict with the Organizational Documents of the Selling Member or any Subsidiary of the Selling Member, or (iii) violate any provision of, conflict with, result in the acceleration of any obligation or loss of any benefits under or result in a breach of, or require a consent under, any material agreement, indenture or other instrument to which the Selling Member or any Subsidiary of the Selling Member is a party or by which the Selling Member or any Subsidiary of the Selling Member may be bound, or

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terminate or result in the termination of any such agreement, indenture or instrument, or result in the creation of any Lien under any such agreement, indenture or instrument upon any of the properties or assets of the Selling Member or any Subsidiary of the Selling Member or constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination or creation of a Lien .

(d) Consents . No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or any other Person is required on the part of the Selling Member with respect to the Selling Member’s execution or delivery of this Agreement and all other instruments and agreements to be delivered by the Selling Member as contemplated hereby or the consummation by the Selling Member of the transactions contemplated hereby, except for compliance with any applicable securities and other Laws.

(a) Assignment. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other party hereto; provided , however , that the Selling Member may assign its rights and obligations hereunder to (i) one or more of its designees (the “ Selling Member Designees ”) to the extent that Preferred Stock Consideration is delivered to such designee(s) at Closing in accordance with the Purchase Agreement and (ii) any Affiliate of the Selling Member or a Selling Member Designee to whom any Put Shares are hereafter transferred.

(b) Miscellaneous. The provisions of Article I (Certain Definitions), Sections 13.1 (Waiver), 13.2 (Notices), 13.6 (Governing Law), 13.7 (Captions; Counterparts), 13.9 (Entire Agreement), 13.10 (Amendments), 13.12 (Severability), 13.13 (Jurisdiction; Waiver of Jury Trial), 13.14 (Enforcement) and 13.15 (Non-Recourse) of the Merger Agreement are incorporated herein mutatis mutandis by this reference; provided , that (i) references to “this Agreement,” “hereto,” “hereunder,” and similar references in such sections of the Merger Agreement shall pertain to this Agreement (except that for purposes of Section 13.9, such references shall pertain to this Agreement in addition to, and not in place of, the Merger Agreement), (ii) references to “each party” or “the parties” and similar references in the Merger Agreement shall pertain to the parties hereto, (iii) for purposes of Section 13.2 of the Merger Agreement, notices and all other communications hereunder shall be delivered to the Selling Member at the address set forth on the signature page hereto and (iv) from and after the Closing, the Selling Member shall be entitled to assign any rights to payments under this Agreement to any Affiliate and each of their respective Subsidiaries and each of their respective past, present and future officers, managers, directors, stockholders, partners, members, employees, counsel, agents and representatives and each of their respective successors and assigns, and any family member or any trust for any family member of any direct or indirect equity holder of the Selling Member or any Affiliate of any such family member.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Put Right Agreement on the date first written above.

[ Signature Page to Put Right Agreement ]

EXHIBIT A

PUT EXERCISE NOTICE

[Date]

Seaspan Corporation

c/o Seaspan Ship Management Ltd.

Suite 2600-200 Granville Street

Vancouver, BC V6C 1S4, Canada

Re: Exercise of Put Option

Reference is made to (i) that certain Agreement and Plan of Merger, dated March 13, 2018 (the “ Merger Agreement ”), by and among Seaspan Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (“ Seaspan ”), Seaspan Investments III LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands and a wholly-owned indirect subsidiary of Seaspan, Greater China Intermodal Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, and Greater China Industrial Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, solely in its capacity as the initial holder representative thereunder, and (ii) that certain Put Right Agreement, dated March 13, 2018 (the “ Put Right Agreement ”), by and between the undersigned (the “ Selling Member ”) and Seaspan. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement.

Pursuant to Section 1 of the Put Right Agreement, the Selling Member hereby exercises its one (1) time right to require Seaspan to purchase [•] Series D Preferred Shares pursuant to the terms of the Put Right Agreement at a price per share equal to $24.84 (as adjusted for any stock split, stock dividend, combination or other recapitalization or reclassification of the Series D Preferred Shares effected after the date hereof) plus any accrued and unpaid dividends with respect to such Series D Preferred Shares, totaling an aggregate amount of $[•] ¹ to be wired to the account specified in Annex I attached to this Put Exercise Notice upon the execution and delivery of the Purchase Agreement (as defined in the Put Right Agreement) to Seaspan.

[Signature Page Follows]

ANNEX I

Wire Instructions for the Selling Member

Bank Name: [•]

Bank Address: [•]

ABA Number: [•]

Account Name: [•]

Account Number: [•]

Annex I to Put Exercise Notice

EXHIBIT B

PUT SALE PURCHASE AGREEMENT

This PUT SALE PURCHASE AGREEMENT (this “ Purchase Agreement ”), dated [•], 2019, is made by and between Blue Water Commerce, LLC, a limited liability company formed under the laws of Montana (the “ Selling Member ”) and Seaspan Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (“ Seaspan ”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement.

WHEREAS, the Selling Member, Seaspan, Seaspan Investments III LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, Greater China Intermodal Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, and Greater China Industrial Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, solely in its capacity as the initial holder representative thereunder, entered into that certain Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of March 13, 2018, pursuant to which, among other things, the Selling Member was issued Series D Preferred Shares;

WHEREAS, in accordance with the terms of the Merger Agreement, the Selling Member and Seaspan entered into that certain Put Right Agreement, dated as of March 13, 2018 (the “ Put Right Agreement ”) pursuant to which the Selling Member was granted a put right in respect of the Series D Preferred Shares granted to the Selling Member pursuant to the Merger Agreement; and

WHEREAS, the Selling Member timely delivered the Put Exercise Notice (as defined in the Put Right Agreement) on [•], 2019 pursuant to which the Selling Member provided irrevocable notice of its intention to sell the Put Shares (as defined in the Put Right Agreement) to Seaspan at the Put Price.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

(a) Purchase and Sale of Put Shares . Upon execution of this Purchase Agreement, Seaspan hereby purchases from the Selling Member, and the Selling Member hereby sells to Seaspan, free and clear of all Liens, the Put Shares, and, in consideration for the sale of the Put Shares, Seaspan hereby agrees to pay to the Selling Member, by wire transfer of immediately available funds to the account specified in Annex I of the Put Exercise Notice, an aggregate amount equal to $[    ] ² (the “ Put Price ”).

(b) Closing . The closing of the purchase and sale of the Put Shares hereunder (the “ Closing ”) shall take place remotely by electronic delivery of documents and funds concurrently with the execution and delivery of this Purchase Agreement (the date on which such execution and delivery (via exchange of .pdf signatures in accordance with Section 2 of the Put Right Agreement) occurs shall be referred to herein as the “ Closing Date ”).

(c) Closing Deliveries . At the Closing, (i) Seaspan shall deliver to the Selling Member, by wire transfer of immediately available funds, an amount equal to the Put Price and (ii) the Selling Member shall deliver to Seaspan (A) one or more stock certificates of the Put Shares, duly endorsed in blank (or, in lieu thereof, an affidavit of lost certificate in a form reasonably satisfactory to Seaspan in the event any such stock certificates have been lost, stolen or destroyed), or accompanied by instruments of transfer as are reasonably acceptable to Seaspan, or (B) the Put Shares in book-entry form with the Transfer Agent.

(d) Transfer Taxes . All stamp, transfer, documentary, sales and use, value added, registration and other such taxes and fees (including any penalties and interest) incurred in connection with this Purchase Agreement and the transactions contemplated hereby (collectively, the “ Transfer Taxes ”) shall be paid by the Selling Member. The Selling Member shall procure any stock transfer stamps required by, and properly file on a timely basis all necessary tax returns and other documentation with respect to, any of the Transfer Taxes.

(e) Withholding Rights Any Person making a payment under this Purchase Agreement shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Purchase Agreement, such amounts as they are required to deduct and withhold with respect to the making of such payment under any provision of Tax Law. The Person making any such payment shall provide written notice to the Person entitled to receive such payment of its intent to deduct and withhold at least five (5) days prior to deducting and withholding amounts from such payment and if requested by the Person who is to receive such payment shall consult in good faith with such Person prior to withholding such amount. The Person making such payment shall be entitled, without violating any provisions of this Purchase Agreement or being subject to any penalties or interest, to delay such payment by a period, not to exceed five (5) days, to the extent necessary to comply with the requirement provided in the preceding sentence to provide a notice at least five (5) days prior to deducting and withholding. Seaspan is not aware of any obligation to deduct or withhold amounts from any consideration. If a Person making a payment under this Purchase Agreement withholds any such amounts and pays such amounts to the appropriate Governmental Authority in accordance with Tax Law, the amounts so withheld shall be treated for all purposes of this Purchase Agreement as having been paid to the Person who was otherwise entitled to receive such payment.

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In connection with the purchase and sale of the Put Shares hereunder, Seaspan represents and warrants to the Selling Member, as of the date hereof, as follows:

(a) Due Organization, Good Standing and Corporate Power of Seaspan . Seaspan has been duly incorporated and is validly existing as a corporation in good standing under the Laws of the Republic of the Marshall Islands and has the corporate power and authority to execute and deliver this Purchase Agreement and all other instruments and agreements being executed and delivered by Seaspan as contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

(b) Authorization . The execution and delivery of this Agreement by Seaspan and the consummation by Seaspan of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors of Seaspan and no other corporate proceeding on the part of Seaspan is necessary to authorize this Agreement and all other instruments and agreements to be delivered by Seaspan as contemplated hereby. This Agreement and all other instruments and agreements to be executed and delivered by Seaspan as contemplated hereby and thereby have been duly and validly executed and delivered by Seaspan and (assuming this Agreement and all other instruments and agreements being executed and delivered by Seaspan as contemplated hereby constitute legal, valid and binding obligations of the Selling Member) constitute legal, valid and binding obligations of Seaspan, enforceable against Seaspan in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(c) No Conflict . The execution and delivery of this Purchase Agreement and all other instruments and agreements to be delivered by the Company as contemplated hereby and the consummation by them of the transactions contemplated hereby do not (i) violate any provision of, or result in the breach of any applicable Law to which Seaspan is subject or by which any property or asset of Seaspan is bound, (ii) conflict with the Organizational Documents of Seaspan or any Subsidiary of Seaspan, or (iii) violate any provision of, conflict with, result in the acceleration of any obligation or loss of any benefits under or result in a breach of, or require a consent under, any material agreement, indenture or other instrument to which Seaspan or any Subsidiary of Seaspan is a party or by which Seaspan or any Subsidiary of Seaspan may be bound, or terminate or result in the termination of any such agreement, indenture or instrument, or result in the creation of any Lien under any such agreement, indenture or instrument upon any of the properties or assets of Seaspan or any Subsidiary of Seaspan or constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination or creation of a Lien.

(d) Consents . No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or any other Person is required on the part of Seaspan with respect to Seaspan’s execution or delivery of this Agreement and all other instruments and agreements to be delivered by Seaspan as contemplated hereby or the consummation by Seaspan of the transactions contemplated hereby, except for compliance with any applicable securities and other Laws.

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In connection with the purchase and sale of the Put Shares hereunder, the Selling Member represents and warrants to Seaspan as of the date hereof, as follows:

(a) Due Organization, Good Standing and Limited Liability Company Power of the Selling Member . The Selling Member has been duly organized and is validly existing as a limited liability company in good standing under the Laws of the State of Montana and has the requisite limited liability company power and authority to execute and deliver this Purchase Agreement and all other instruments and agreements being executed and delivered by the Selling Member as contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

(b) Authorization . The execution and delivery of this Agreement by the Selling Member and the consummation by the Selling Member of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors or equivalent governing body of the Selling Member and no other limited liability company proceeding on the part of the Selling Member is necessary to authorize this Agreement and all other instruments and agreements to be delivered by the Selling Member as contemplated hereby. This Agreement and all other instruments and agreements to be executed and delivered by the Selling Member as contemplated hereby and thereby have been duly and validly executed and delivered by the Selling Member and (assuming this Agreement and all other instruments and agreements being executed and delivered by the Selling Member as contemplated hereby constitute legal, valid and binding obligations of Seaspan) constitute legal, valid and binding obligations of the Selling Member, enforceable against the Selling Member in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(c) Title . The Selling Member is the sole record owner of the Put Shares. The Selling Member further represents and warrants that (i) it has good and valid title to the Put Shares free and clear of any Liens, (ii) it has full power and authority to sell the Put Shares, (iii) the Put Shares were acquired from Seaspan in compliance with applicable Law, (iv) there is no outstanding Contract (other than the Put Right Agreement) with any Person to purchase, redeem or otherwise acquire the Put Shares and (v) each Put Share is a Series D Preferred Share that was issued to the Selling Member at the Closing.

(d) No Conflict . The execution and delivery of this Purchase Agreement and all other instruments and agreements to be delivered by the Company as contemplated hereby and the consummation by them of the transactions contemplated hereby do not (i) violate any provision of, or result in the breach of any applicable Law to which the Selling Member is subject or by which any property or asset of the Selling Member is bound, (ii) conflict with the

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Organizational Documents of the Selling Member or any Subsidiary of the Selling Member, or (iii) violate any provision of, conflict with, result in the acceleration of any obligation or loss of any benefits under or result in a breach of, or require a consent under, any material agreement, indenture or other instrument to which the Selling Member or any Subsidiary of the Selling Member is a party or by which the Selling Member or any Subsidiary of the Selling Member may be bound, or terminate or result in the termination of any such agreement, indenture or instrument, or result in the creation of any Lien under any such agreement, indenture or instrument upon any of the properties or assets of the Selling Member or any Subsidiary of the Selling Member or constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination or creation of a Lien .

(e) Consents . No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or any other Person is required on the part of the Selling Member with respect to the Selling Member’s execution or delivery of this Agreement and all other instruments and agreements to be delivered by the Selling Member as contemplated hereby or the consummation by the Selling Member of the transactions contemplated hereby, except for compliance with any applicable securities and other Laws.

The provisions of Article I (Certain Definitions), Sections 13.1 (Waiver), 13.2 (Notices), 13.3 (Assignment), 13.5 (Expenses), 13.6 (Governing Law), 13.7 (Captions; Counterparts), 13.9 (Entire Agreement), 13.10 (Amendments), 13.12 (Severability), 13.13 (Jurisdiction; Waiver of Jury Trial), 13.14 (Enforcement) and 13.15 (Non-Recourse) of the Merger Agreement are incorporated herein mutatis mutandis by this reference; provided , that (a) references to “this Purchase Agreement,” “hereto,” “hereunder,” and similar references in such sections of the Merger Agreement shall pertain to this Purchase Agreement (except that for purposes of Section 13.9, such references shall pertain to this Purchase Agreement in addition to, and not in place of, the Merger Agreement), (b) references to “each party” or “the parties” and similar references in the Merger Agreement shall pertain to the parties hereto and (c) for purposes of Section 13.2 of the Merger Agreement, notices and all other communications hereunder shall be delivered to the Selling Member at the address set forth on the signature page to the Put Right Agreement.

[ Signature Pages to Follow ]

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IN WITNESS WHEREOF, the parties hereto have executed this Put Sale Purchase Agreement on the date first written above.

Exhibit 4.3.2

PUT RIGHT AGREEMENT

This Put Right Agreement, dated March 13, 2018 (this “ Agreement ”), by and between Greater China Industrial Investments LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands (the “ Selling Member ”) and Seaspan Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (“ Seaspan ”), in connection with the merger of Seaspan Investments III LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (“ Merger Sub ”), with and into Greater China Intermodal Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (the “ Company ”), pursuant to, and subject to the terms and conditions set forth in, the Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of the date hereof, by and among Seaspan, Merger Sub, the Company and Greater China Industrial Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, solely in its capacity as the initial holder representative thereunder. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement.

At any time during the period commencing on the date that is eighteen (18) months after the Closing Date and ending on the date that is nineteen (19) months after the Closing Date (such period, the “ Put Period ”), the Selling Member shall have the one (1) time right (the “ Put Right ”), exercisable by delivery of a written irrevocable notice substantially in the form attached as Exhibit A to this Agreement (the “ Put Exercise Notice ”), to Seaspan (the date of receipt of such notice, the “ Put Exercise Date ”), to require Seaspan to purchase all or such portion of Series D Preferred Shares issued to the Selling Member pursuant to the Merger Agreement that is specified in the Put Exercise Notice (the “ Put Shares ”). If the Selling Member does not timely deliver a Put Exercise Notice to Seaspan within the Put Period, the Selling Member’s right to sell such Series D Preferred Shares to Seaspan pursuant to this Agreement shall automatically terminate. If the Selling Member exercises the Put Right by delivery of the Put Exercise Notice to Seaspan during the Put Period, the Selling Member and Seaspan agree that, on the date that is five (5) Business Days after delivery of the Put Exercise Notice to Seaspan (the “ Put Closing Date ”), (i) the Selling Member shall sell, and Seaspan shall purchase, the Put Shares (the “ Put Sale ”) pursuant to the Put Exercise Notice, at a price per share equal to $24.84 (as adjusted for any stock split, stock dividend, combination or other recapitalization or reclassification of the Series D Preferred Shares effected after the date hereof) plus any accrued and unpaid dividends with respect to such Put Shares and (ii) the Selling Member and Seaspan will each execute and deliver to one another the Purchase Agreement (as defined below).

(a) The Put Sale shall be effected by a Put Sale Purchase Agreement substantially in the form attached as Exhibit B to this Agreement (the “ Purchase Agreement ”).

(b) On the Put Closing Date or on such date as otherwise agreed to by the Selling Member and Seaspan, the Selling Member and Seaspan shall effect the Put Sale subject to the terms, and at a location, specified in the Purchase Agreement.

If requested in writing by Seaspan on no more than six (6) occasions prior to October 31, 2019, within fifteen (15) days of such request, the Selling Member shall advise Seaspan in writing of the number of Series D Preferred Shares issued to such Selling Member (or its designee(s)) pursuant to the Merger Agreement at the Closing that it (or its designee(s)) beneficially own, which are subject to this Agreement.

Seaspan represents and warrants to the Selling Member, as of the date hereof, as follows:

(a) Due Organization, Good Standing and Corporate Power of Seaspan . Seaspan has been duly incorporated and is validly existing as a corporation in good standing under the Laws of the Republic of the Marshall Islands and has the corporate power and authority to execute and deliver this Agreement and all other instruments and agreements being executed and delivered by Seaspan as contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

(b) Authorization . The execution and delivery of this Agreement by Seaspan and the consummation by Seaspan of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors of Seaspan and no other corporate proceeding on the part of Seaspan is necessary to authorize this Agreement and all other instruments and agreements to be delivered by Seaspan as contemplated hereby. This Agreement and all other instruments and agreements to be executed and delivered by Seaspan as contemplated hereby and thereby have been duly and validly executed and delivered by Seaspan and (assuming this Agreement and all other instruments and agreements being executed and delivered by Seaspan as contemplated hereby constitute legal, valid and binding obligations of the Selling Member) constitute legal, valid and binding obligations of Seaspan, enforceable against Seaspan in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(c) No Conflict . The execution and delivery of this Agreement and all other instruments and agreements to be delivered by the Company as contemplated hereby and the consummation by them of the transactions contemplated hereby do not (i) violate any provision of, or result in the breach of, any applicable Law to which Seaspan is subject or by which any property or asset of Seaspan is bound, (ii) conflict with the Organizational Documents of Seaspan or any Subsidiary of Seaspan, or (iii) violate any provision of, conflict with, result in the acceleration of any obligation or loss of any benefits under or result in a breach of, or require a consent under, any material agreement, indenture or other instrument to which Seaspan or any Subsidiary of Seaspan is a party or by which Seaspan or any Subsidiary of Seaspan may be bound, or terminate or result in the termination of any such agreement, indenture or instrument, or result in the creation of any Lien under any such agreement, indenture or instrument upon any of the properties or assets of Seaspan or any Subsidiary of Seaspan or constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination or creation of a Lien.

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(d) Consents . No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or any other Person is required on the part of Seaspan with respect to Seaspan’s execution or delivery of this Agreement and all other instruments and agreements to be delivered by Seaspan as contemplated hereby or the consummation by Seaspan of the transactions contemplated hereby, except for compliance with any applicable securities and other Laws.

The Selling Member represents and warrants to Seaspan as of the date hereof as follows:

(a) Due Organization, Good Standing and Limited Liability Company Power of the Selling Member . The Selling Member has been duly organized and is validly existing as a limited liability company in good standing under the Laws of the Republic of the Marshall Islands and has the requisite limited liability company power and authority to execute and deliver this Agreement and all other instruments and agreements being executed and delivered by the Selling Member as contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

(b) Authorization . The execution and delivery of this Agreement by the Selling Member and the consummation by the Selling Member of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors or equivalent governing body of the Selling Member and no other limited liability company proceeding on the part of the Selling Member is necessary to authorize this Agreement and all other instruments and agreements to be delivered by the Selling Member as contemplated hereby. This Agreement and all other instruments and agreements to be executed and delivered by the Selling Member as contemplated hereby and thereby have been duly and validly executed and delivered by the Selling Member and (assuming this Agreement and all other instruments and agreements being executed and delivered by the Selling Member as contemplated hereby constitute legal, valid and binding obligations of Seaspan) constitute legal, valid and binding obligations of the Selling Member, enforceable against the Selling Member in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(c) No Conflict . The execution and delivery of this Agreement and all other instruments and agreements to be delivered by the Company as contemplated hereby and the consummation by them of the transactions contemplated hereby do not (i) violate any provision of, or result in the breach of, any applicable Law to which the Selling Member is subject or by which any property or asset of the Selling Member is bound, (ii) conflict with the Organizational Documents of the Selling Member or any Subsidiary of the Selling Member, or (iii) violate any provision of, conflict with, result in the acceleration of any obligation or loss of any benefits under or result in a breach of, or require a consent under, any material agreement, indenture or other instrument to which the Selling Member or any Subsidiary of the Selling Member is a party or by which the Selling Member or any Subsidiary of the Selling Member may be bound, or

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terminate or result in the termination of any such agreement, indenture or instrument, or result in the creation of any Lien under any such agreement, indenture or instrument upon any of the properties or assets of the Selling Member or any Subsidiary of the Selling Member or constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination or creation of a Lien .

(d) Consents . No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or any other Person is required on the part of the Selling Member with respect to the Selling Member’s execution or delivery of this Agreement and all other instruments and agreements to be delivered by the Selling Member as contemplated hereby or the consummation by the Selling Member of the transactions contemplated hereby, except for compliance with any applicable securities and other Laws.

(a) Assignment . No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other party hereto; provided , however , that the Selling Member may assign its rights and obligations hereunder to (i) one or more of its designees (the “Selling Member Designees”) to the extent that Preferred Stock Consideration is delivered to such designee(s) at Closing in accordance with the Purchase Agreement and (ii) any Affiliate of the Selling Member or a Selling Member Designee to whom any Put Shares are hereafter transferred.

(b) Miscellaneous . The provisions of Article I (Certain Definitions), Sections 13.1 (Waiver), 13.2 (Notices), 13.6 (Governing Law), 13.7 (Captions; Counterparts), 13.9 (Entire Agreement), 13.10 (Amendments), 13.12 (Severability), 13.13 (Jurisdiction; Waiver of Jury Trial), 13.14 (Enforcement) and 13.15 (Non-Recourse) of the Merger Agreement are incorporated herein mutatis mutandis by this reference; provided , that (i) references to “this Agreement,” “hereto,” “hereunder,” and similar references in such sections of the Merger Agreement shall pertain to this Agreement (except that for purposes of Section 13.9, such references shall pertain to this Agreement in addition to, and not in place of, the Merger Agreement), (ii) references to “each party” or “the parties” and similar references in the Merger Agreement shall pertain to the parties hereto, (iii) for purposes of Section 13.2 of the Merger Agreement, notices and all other communications hereunder shall be delivered to the Selling Member at the address set forth on the signature page hereto and (iv) from and after the Closing, the Selling Member shall be entitled to assign any rights to payments under this Agreement to any Affiliate and each of their respective Subsidiaries and each of their respective past, present and future officers, managers, directors, stockholders, partners, members, employees, counsel, agents and representatives and each of their respective successors and assigns, and any family member or any trust for any family member of any direct or indirect equity holder of the Selling Member or any Affiliate of any such family member.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Put Right Agreement on the date first written above.

[ Signature Page to Put Right Agreement ]

EXHIBIT A

PUT EXERCISE NOTICE

[Date]

Seaspan Corporation

c/o Seaspan Ship Management Ltd.

Suite 2600-200 Granville Street

Vancouver, BC V6C 1S4, Canada

Re: Exercise of Put Option

Reference is made to (i) that certain Agreement and Plan of Merger, dated March 13, 2018 (the “ Merger Agreement ”), by and among Seaspan Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (“ Seaspan ”), Seaspan Investments III LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands and a wholly-owned indirect subsidiary of Seaspan, Greater China Intermodal Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, and Greater China Industrial Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, solely in its capacity as the initial holder representative thereunder, and (ii) that certain Put Right Agreement, dated March 13, 2018 (the “ Put Right Agreement ”), by and between the undersigned (the “ Selling Member ”) and Seaspan. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement.

Pursuant to Section 1 of the Put Right Agreement, the Selling Member hereby exercises its one (1) time right to require Seaspan to purchase [•] Series D Preferred Shares pursuant to the terms of the Put Right Agreement at a price per share equal to $24.84 (as adjusted for any stock split, stock dividend, combination or other recapitalization or reclassification of the Series D Preferred Shares effected after the date hereof) plus any accrued and unpaid dividends with respect to such Series D Preferred Shares, totaling an aggregate amount of $[•] ¹ to be wired to the account specified in Annex I attached to this Put Exercise Notice upon the execution and delivery of the Purchase Agreement (as defined in the Put Right Agreement) to Seaspan.

[Signature Page Follows]

[ Signature Page to Put Exercise Notice ]

ANNEX I

Wire Instructions for the Selling Member

Bank Name: [•]

Bank Address: [•]

ABA Number: [•]

Account Name: [•]

Account Number: [•]

Annex I to Put Exercise Notice

EXHIBIT B

PUT SALE PURCHASE AGREEMENT

This PUT SALE PURCHASE AGREEMENT (this “ Purchase Agreement ”), dated [•], 2019, is made by and between Greater China Industrial Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (the “ Selling Member ”) and Seaspan Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (“ Seaspan ”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement.

WHEREAS, the Selling Member, Seaspan, Seaspan Investments III LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, Greater China Intermodal Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, and Greater China Industrial Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, solely in its capacity as the initial holder representative thereunder, entered into that certain Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of March 13, 2018, pursuant to which, among other things, the Selling Member was issued Series D Preferred Shares;

WHEREAS, in accordance with the terms of the Merger Agreement, the Selling Member and Seaspan entered into that certain Put Right Agreement, dated as of March 13, 2018 (the “ Put Right Agreement ”) pursuant to which the Selling Member was granted a put right in respect of the Series D Preferred Shares granted to the Selling Member pursuant to the Merger Agreement; and

WHEREAS, the Selling Member timely delivered the Put Exercise Notice (as defined in the Put Right Agreement) on [•], 2019 pursuant to which the Selling Member provided irrevocable notice of its intention to sell the Put Shares (as defined in the Put Right Agreement) to Seaspan at the Put Price.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

(a) Purchase and Sale of Put Shares . Upon execution of this Purchase Agreement, Seaspan hereby purchases from the Selling Member, and the Selling Member hereby sells to Seaspan, free and clear of all Liens, the Put Shares, and, in consideration for the sale of the Put Shares, Seaspan hereby agrees to pay to the Selling Member, by wire transfer of immediately available funds to the account specified in Annex I of the Put Exercise Notice, an aggregate amount equal to $[    ] ² (the “ Put Price ”).

(b) Closing . The closing of the purchase and sale of the Put Shares hereunder (the “ Closing ”) shall take place remotely by electronic delivery of documents and funds concurrently with the execution and delivery of this Purchase Agreement (the date on which such execution and delivery (via exchange of .pdf signatures in accordance with Section 2 of the Put Right Agreement) occurs shall be referred to herein as the “ Closing Date ”).

(c) Closing Deliveries . At the Closing, (i) Seaspan shall deliver to the Selling Member, by wire transfer of immediately available funds, an amount equal to the Put Price and (ii) the Selling Member shall deliver to Seaspan (A) one or more stock certificates of the Put Shares, duly endorsed in blank (or, in lieu thereof, an affidavit of lost certificate in a form reasonably satisfactory to Seaspan in the event any such stock certificates have been lost, stolen or destroyed), or accompanied by instruments of transfer as are reasonably acceptable to Seaspan, or (B) the Put Shares in book-entry form with the Transfer Agent.

(d) Transfer Taxes . All stamp, transfer, documentary, sales and use, value added, registration and other such taxes and fees (including any penalties and interest) incurred in connection with this Purchase Agreement and the transactions contemplated hereby (collectively, the “ Transfer Taxes ”) shall be paid by the Selling Member. The Selling Member shall procure any stock transfer stamps required by, and properly file on a timely basis all necessary tax returns and other documentation with respect to, any of the Transfer Taxes.

(e) Withholding Rights Any Person making a payment under this Purchase Agreement shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Purchase Agreement, such amounts as they are required to deduct and withhold with respect to the making of such payment under any provision of Tax Law. The Person making any such payment shall provide written notice to the Person entitled to receive such payment of its intent to deduct and withhold at least five (5) days prior to deducting and withholding amounts from such payment and if requested by the Person who is to receive such payment shall consult in good faith with such Person prior to withholding such amount. The Person making such payment shall be entitled, without violating any provisions of this Purchase Agreement or being subject to any penalties or interest, to delay such payment by a period, not to exceed five (5) days, to the extent necessary to comply with the requirement provided in the preceding sentence to provide a notice at least five (5) days prior to deducting and withholding. Seaspan is not aware of any obligation to deduct or withhold amounts from any consideration. If a Person making a payment under this Purchase Agreement withholds any such amounts and pays such amounts to the appropriate Governmental Authority in accordance with Tax Law, the amounts so withheld shall be treated for all purposes of this Purchase Agreement as having been paid to the Person who was otherwise entitled to receive such payment.

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In connection with the purchase and sale of the Put Shares hereunder, Seaspan represents and warrants to the Selling Member, as of the date hereof, as follows:

(a) Due Organization, Good Standing and Corporate Power of Seaspan . Seaspan has been duly incorporated and is validly existing as a corporation in good standing under the Laws of the Republic of the Marshall Islands and has the corporate power and authority to execute and deliver this Purchase Agreement and all other instruments and agreements being executed and delivered by Seaspan as contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

(b) Authorization . The execution and delivery of this Agreement by Seaspan and the consummation by Seaspan of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors of Seaspan and no other corporate proceeding on the part of Seaspan is necessary to authorize this Agreement and all other instruments and agreements to be delivered by Seaspan as contemplated hereby. This Agreement and all other instruments and agreements to be executed and delivered by Seaspan as contemplated hereby and thereby have been duly and validly executed and delivered by Seaspan and (assuming this Agreement and all other instruments and agreements being executed and delivered by Seaspan as contemplated hereby constitute legal, valid and binding obligations of the Selling Member) constitute legal, valid and binding obligations of Seaspan, enforceable against Seaspan in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(c) No Conflict . The execution and delivery of this Purchase Agreement and all other instruments and agreements to be delivered by the Company as contemplated hereby and the consummation by them of the transactions contemplated hereby do not (i) violate any provision of, or result in the breach of any applicable Law to which Seaspan is subject or by which any property or asset of Seaspan is bound, (ii) conflict with the Organizational Documents of Seaspan or any Subsidiary of Seaspan, or (iii) violate any provision of, conflict with, result in the acceleration of any obligation or loss of any benefits under or result in a breach of, or require a consent under, any material agreement, indenture or other instrument to which Seaspan or any Subsidiary of Seaspan is a party or by which Seaspan or any Subsidiary of Seaspan may be bound, or terminate or result in the termination of any such agreement, indenture or instrument, or result in the creation of any Lien under any such agreement, indenture or instrument upon any of the properties or assets of Seaspan or any Subsidiary of Seaspan or constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination or creation of a Lien.

(d) Consents . No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or any other Person is required on the part of Seaspan with respect to Seaspan’s execution or delivery of this Agreement and all other instruments and agreements to be delivered by Seaspan as contemplated hereby or the consummation by Seaspan of the transactions contemplated hereby, except for compliance with any applicable securities and other Laws.

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In connection with the purchase and sale of the Put Shares hereunder, the Selling Member represents and warrants to Seaspan as of the date hereof, as follows:

(a) Due Organization, Good Standing and Limited Liability Company Power of the Selling Member . The Selling Member has been duly organized and is validly existing as a limited liability company in good standing under the Laws of the Republic of the Marshall Islands and has the requisite limited liability company power and authority to execute and deliver this Purchase Agreement and all other instruments and agreements being executed and delivered by the Selling Member as contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

(b) Authorization . The execution and delivery of this Agreement by the Selling Member and the consummation by the Selling Member of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors or equivalent governing body of the Selling Member and no other limited liability company proceeding on the part of the Selling Member is necessary to authorize this Agreement and all other instruments and agreements to be delivered by the Selling Member as contemplated hereby. This Agreement and all other instruments and agreements to be executed and delivered by the Selling Member as contemplated hereby and thereby have been duly and validly executed and delivered by the Selling Member and (assuming this Agreement and all other instruments and agreements being executed and delivered by the Selling Member as contemplated hereby constitute legal, valid and binding obligations of Seaspan) constitute legal, valid and binding obligations of the Selling Member, enforceable against the Selling Member in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(c) Title . The Selling Member is the sole record owner of the Put Shares. The Selling Member further represents and warrants that (i) it has good and valid title to the Put Shares free and clear of any Liens, (ii) it has full power and authority to sell the Put Shares, (iii) the Put Shares were acquired from Seaspan in compliance with applicable Law, (iv) there is no outstanding Contract (other than the Put Right Agreement) with any Person to purchase, redeem or otherwise acquire the Put Shares and (v) each Put Share is a Series D Preferred Share that was issued to the Selling Member at the Closing.

(d) No Conflict . The execution and delivery of this Purchase Agreement and all other instruments and agreements to be delivered by the Company as contemplated hereby and the consummation by them of the transactions contemplated hereby do not (i) violate any provision of, or result in the breach of any applicable Law to which the Selling Member is subject or by which any property or asset of the Selling Member is bound, (ii) conflict with the

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Organizational Documents of the Selling Member or any Subsidiary of the Selling Member, or (iii) violate any provision of, conflict with, result in the acceleration of any obligation or loss of any benefits under or result in a breach of, or require a consent under, any material agreement, indenture or other instrument to which the Selling Member or any Subsidiary of the Selling Member is a party or by which the Selling Member or any Subsidiary of the Selling Member may be bound, or terminate or result in the termination of any such agreement, indenture or instrument, or result in the creation of any Lien under any such agreement, indenture or instrument upon any of the properties or assets of the Selling Member or any Subsidiary of the Selling Member or constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination or creation of a Lien .

(e) Consents . No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or any other Person is required on the part of the Selling Member with respect to the Selling Member’s execution or delivery of this Agreement and all other instruments and agreements to be delivered by the Selling Member as contemplated hereby or the consummation by the Selling Member of the transactions contemplated hereby, except for compliance with any applicable securities and other Laws.

4. MISCELLANEOUS

The provisions of Article I (Certain Definitions), Sections 13.1 (Waiver), 13.2 (Notices), 13.3 (Assignment), 13.5 (Expenses), 13.6 (Governing Law), 13.7 (Captions; Counterparts), 13.9 (Entire Agreement), 13.10 (Amendments), 13.12 (Severability), 13.13 (Jurisdiction; Waiver of Jury Trial), 13.14 (Enforcement) and 13.15 (Non-Recourse) of the Merger Agreement are incorporated herein mutatis mutandis by this reference; provided , that (a) references to “this Purchase Agreement,” “hereto,” “hereunder,” and similar references in such sections of the Merger Agreement shall pertain to this Purchase Agreement (except that for purposes of Section 13.9, such references shall pertain to this Purchase Agreement in addition to, and not in place of, the Merger Agreement), (b) references to “each party” or “the parties” and similar references in the Merger Agreement shall pertain to the parties hereto and (c) for purposes of Section 13.2 of the Merger Agreement, notices and all other communications hereunder shall be delivered to the Selling Member at the address set forth on the signature page to the Put Right Agreement.

[ Signature Pages to Follow ]

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IN WITNESS WHEREOF, the parties hereto have executed this Put Sale Purchase Agreement on the date first written above.

[ Signature Page to Put Sale Purchase Agreement ]

Exhibit 4.3.3

PUT RIGHT AGREEMENT

This Put Right Agreement, dated March 13, 2018 (this “ Agreement ”), by and between Tiger Management Limited, a limited liability company formed under the laws of the Cayman Islands (the “ Selling Member ”) and Seaspan Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (“ Seaspan ”), in connection with the merger of Seaspan Investments III LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (“ Merger Sub ”), with and into Greater China Intermodal Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (the “ Company ”), pursuant to, and subject to the terms and conditions set forth in, the Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of the date hereof, by and among Seaspan, Merger Sub, the Company and Greater China Industrial Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, solely in its capacity as the initial holder representative thereunder. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement.

At any time during the period commencing on the date that is eighteen (18) months after the Closing Date and ending on the date that is nineteen (19) months after the Closing Date (such period, the “ Put Period ”), the Selling Member shall have the one (1) time right (the “ Put Right ”), exercisable by delivery of a written irrevocable notice substantially in the form attached as Exhibit A to this Agreement (the “ Put Exercise Notice ”), to Seaspan (the date of receipt of such notice, the “ Put Exercise Date ”), to require Seaspan to purchase all or such portion of Series D Preferred Shares issued to the Selling Member pursuant to the Merger Agreement that is specified in the Put Exercise Notice (the “ Put Shares ”). If the Selling Member does not timely deliver a Put Exercise Notice to Seaspan within the Put Period, the Selling Member’s right to sell such Series D Preferred Shares to Seaspan pursuant to this Agreement shall automatically terminate. If the Selling Member exercises the Put Right by delivery of the Put Exercise Notice to Seaspan during the Put Period, the Selling Member and Seaspan agree that, on the date that is five (5) Business Days after delivery of the Put Exercise Notice to Seaspan (the “ Put Closing Date ”), (i) the Selling Member shall sell, and Seaspan shall purchase, the Put Shares (the “ Put Sale ”) pursuant to the Put Exercise Notice, at a price per share equal to $24.84 (as adjusted for any stock split, stock dividend, combination or other recapitalization or reclassification of the Series D Preferred Shares effected after the date hereof) plus any accrued and unpaid dividends with respect to such Put Shares and (ii) the Selling Member and Seaspan will each execute and deliver to one another the Purchase Agreement (as defined below).

(a) The Put Sale shall be effected by a Put Sale Purchase Agreement substantially in the form attached as Exhibit B to this Agreement (the “ Purchase Agreement ”).

(b) On the Put Closing Date or on such date as otherwise agreed to by the Selling Member and Seaspan, the Selling Member and Seaspan shall effect the Put Sale subject to the terms, and at a location, specified in the Purchase Agreement.

If requested in writing by Seaspan on no more than six (6) occasions prior to October 31, 2019, within fifteen (15) days of such request, the Selling Member shall advise Seaspan in writing of the number of Series D Preferred Shares issued to such Selling Member (or its designee(s)) pursuant to the Merger Agreement at the Closing that it (or its designee(s)) beneficially own, which are subject to this Agreement.

Seaspan represents and warrants to the Selling Member, as of the date hereof, as follows:

(a) Due Organization, Good Standing and Corporate Power of Seaspan . Seaspan has been duly incorporated and is validly existing as a corporation in good standing under the Laws of the Republic of the Marshall Islands and has the corporate power and authority to execute and deliver this Agreement and all other instruments and agreements being executed and delivered by Seaspan as contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

(b) Authorization . The execution and delivery of this Agreement by Seaspan and the consummation by Seaspan of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors of Seaspan and no other corporate proceeding on the part of Seaspan is necessary to authorize this Agreement and all other instruments and agreements to be delivered by Seaspan as contemplated hereby. This Agreement and all other instruments and agreements to be executed and delivered by Seaspan as contemplated hereby and thereby have been duly and validly executed and delivered by Seaspan and (assuming this Agreement and all other instruments and agreements being executed and delivered by Seaspan as contemplated hereby constitute legal, valid and binding obligations of the Selling Member) constitute legal, valid and binding obligations of Seaspan, enforceable against Seaspan in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(c) No Conflict . The execution and delivery of this Agreement and all other instruments and agreements to be delivered by the Company as contemplated hereby and the consummation by them of the transactions contemplated hereby do not (i) violate any provision of, or result in the breach of, any applicable Law to which Seaspan is subject or by which any property or asset of Seaspan is bound, (ii) conflict with the Organizational Documents of Seaspan or any Subsidiary of Seaspan, or (iii) violate any provision of, conflict with, result in the acceleration of any obligation or loss of any benefits under or result in a breach of, or require a consent under, any material agreement, indenture or other instrument to which Seaspan or any Subsidiary of Seaspan is a party or by which Seaspan or any Subsidiary of Seaspan may be bound, or terminate or result in the termination of any such agreement, indenture or instrument, or result in the creation of any Lien under any such agreement, indenture or instrument upon any of the properties or assets of Seaspan or any Subsidiary of Seaspan or constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination or creation of a Lien.

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(d) Consents . No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or any other Person is required on the part of Seaspan with respect to Seaspan’s execution or delivery of this Agreement and all other instruments and agreements to be delivered by Seaspan as contemplated hereby or the consummation by Seaspan of the transactions contemplated hereby, except for compliance with any applicable securities and other Laws.

The Selling Member represents and warrants to Seaspan as of the date hereof as follows:

(a) Due Organization, Good Standing and Limited Liability Company Power of the Selling Member . The Selling Member has been duly organized and is validly existing as a limited liability company in good standing under the Laws of the Cayman Islands and has the requisite limited liability company power and authority to execute and deliver this Agreement and all other instruments and agreements being executed and delivered by the Selling Member as contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

(b) Authorization . The execution and delivery of this Agreement by the Selling Member and the consummation by the Selling Member of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors or equivalent governing body of the Selling Member and no other limited liability company proceeding on the part of the Selling Member is necessary to authorize this Agreement and all other instruments and agreements to be delivered by the Selling Member as contemplated hereby. This Agreement and all other instruments and agreements to be executed and delivered by the Selling Member as contemplated hereby and thereby have been duly and validly executed and delivered by the Selling Member and (assuming this Agreement and all other instruments and agreements being executed and delivered by the Selling Member as contemplated hereby constitute legal, valid and binding obligations of Seaspan) constitute legal, valid and binding obligations of the Selling Member, enforceable against the Selling Member in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(c) No Conflict . The execution and delivery of this Agreement and all other instruments and agreements to be delivered by the Company as contemplated hereby and the consummation by them of the transactions contemplated hereby do not (i) violate any provision of, or result in the breach of, any applicable Law to which the Selling Member is subject or by which any property or asset of the Selling Member is bound, (ii) conflict with the Organizational Documents of the Selling Member or any Subsidiary of the Selling Member, or (iii) violate any provision of, conflict with, result in the acceleration of any obligation or loss of any benefits under or result in a breach of, or require a consent under, any material agreement, indenture or other instrument to which the Selling Member or any Subsidiary of the Selling Member is a party or by which the Selling Member or any Subsidiary of the Selling Member may be bound, or

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terminate or result in the termination of any such agreement, indenture or instrument, or result in the creation of any Lien under any such agreement, indenture or instrument upon any of the properties or assets of the Selling Member or any Subsidiary of the Selling Member or constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination or creation of a Lien .

(d) Consents . No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or any other Person is required on the part of the Selling Member with respect to the Selling Member’s execution or delivery of this Agreement and all other instruments and agreements to be delivered by the Selling Member as contemplated hereby or the consummation by the Selling Member of the transactions contemplated hereby, except for compliance with any applicable securities and other Laws.

(a) Assignment. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other party hereto; provided , however , that the Selling Member may assign its rights and obligations hereunder to (i) one or more of its designees (the “ Selling Member Designees ”) to the extent that Preferred Stock Consideration is delivered to such designee(s) at Closing in accordance with the Purchase Agreement and (ii) any Affiliate of the Selling Member or a Selling Member Designee to whom any Put Shares are hereafter transferred.

(b) Miscellaneous. The provisions of Article I (Certain Definitions), Sections 13.1 (Waiver), 13.2 (Notices), 13.6 (Governing Law), 13.7 (Captions; Counterparts), 13.9 (Entire Agreement), 13.10 (Amendments), 13.12 (Severability), 13.13 (Jurisdiction; Waiver of Jury Trial), 13.14 (Enforcement) and 13.15 (Non-Recourse) of the Merger Agreement are incorporated herein mutatis mutandis by this reference; provided , that (i) references to “this Agreement,” “hereto,” “hereunder,” and similar references in such sections of the Merger Agreement shall pertain to this Agreement (except that for purposes of Section 13.9, such references shall pertain to this Agreement in addition to, and not in place of, the Merger Agreement), (ii) references to “each party” or “the parties” and similar references in the Merger Agreement shall pertain to the parties hereto, (iii) for purposes of Section 13.2 of the Merger Agreement, notices and all other communications hereunder shall be delivered to the Selling Member at the address set forth on the signature page hereto and (iv) from and after the Closing, the Selling Member shall be entitled to assign any rights to payments under this Agreement to any Affiliate and each of their respective Subsidiaries and each of their respective past, present and future officers, managers, directors, stockholders, partners, members, employees, counsel, agents and representatives and each of their respective successors and assigns, and any family member or any trust for any family member of any direct or indirect equity holder of the Selling Member or any Affiliate of any such family member.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Put Right Agreement on the date first written above.

[ Signature Page to Put Right Agreement ]

EXHIBIT A

PUT EXERCISE NOTICE

[Date]

Seaspan Corporation

c/o Seaspan Ship Management Ltd.

Suite 2600-200 Granville Street

Vancouver, BC V6C 1S4, Canada

Re: Exercise of Put Option

Reference is made to (i) that certain Agreement and Plan of Merger, dated March 13, 2018 (the “ Merger Agreement ”), by and among Seaspan Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (“ Seaspan ”), Seaspan Investments III LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands and a wholly-owned indirect subsidiary of Seaspan, Greater China Intermodal Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, and Greater China Industrial Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, solely in its capacity as the initial holder representative thereunder, and (ii) that certain Put Right Agreement, dated March 13, 2018 (the “ Put Right Agreement ”), by and between the undersigned (the “ Selling Member ”) and Seaspan. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement.

Pursuant to Section 1 of the Put Right Agreement, the Selling Member hereby exercises its one (1) time right to require Seaspan to purchase [●] Series D Preferred Shares pursuant to the terms of the Put Right Agreement at a price per share equal to $24.84 (as adjusted for any stock split, stock dividend, combination or other recapitalization or reclassification of the Series D Preferred Shares effected after the date hereof) plus any accrued and unpaid dividends with respect to such Series D Preferred Shares, totaling an aggregate amount of $[●] ¹ to be wired to the account specified in Annex I attached to this Put Exercise Notice upon the execution and delivery of the Purchase Agreement (as defined in the Put Right Agreement) to Seaspan.

[Signature Page Follows]

[ Signature Page to Put Exercise Notice ]

ANNEX I

Wire Instructions for the Selling Member

Bank Name: [●]

Bank Address: [●]

ABA Number: [●]

Account Name: [●]

Account Number: [●]

Annex I to Put Exercise Notice

EXHIBIT B

PUT SALE PURCHASE AGREEMENT

This PUT SALE PURCHASE AGREEMENT (this “ Purchase Agreement ”), dated [●], 2019, is made by and between Tiger Management Limited, a limited liability company formed under the laws of the Cayman Islands (the “ Selling Member ”) and Seaspan Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (“ Seaspan ”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement.

WHEREAS, the Selling Member, Seaspan, Seaspan Investments III LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, Greater China Intermodal Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, and Greater China Industrial Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, solely in its capacity as the initial holder representative thereunder, entered into that certain Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of March 13, 2018, pursuant to which, among other things, the Selling Member was issued Series D Preferred Shares;

WHEREAS, in accordance with the terms of the Merger Agreement, the Selling Member and Seaspan entered into that certain Put Right Agreement, dated as of March 13, 2018 (the “ Put Right Agreement ”) pursuant to which the Selling Member was granted a put right in respect of the Series D Preferred Shares granted to the Selling Member pursuant to the Merger Agreement; and

WHEREAS, the Selling Member timely delivered the Put Exercise Notice (as defined in the Put Right Agreement) on [•], 2019 pursuant to which the Selling Member provided irrevocable notice of its intention to sell the Put Shares (as defined in the Put Right Agreement) to Seaspan at the Put Price.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

(a) Purchase and Sale of Put Shares . Upon execution of this Purchase Agreement, Seaspan hereby purchases from the Selling Member, and the Selling Member hereby sells to Seaspan, free and clear of all Liens, the Put Shares, and, in consideration for the sale of the Put Shares, Seaspan hereby agrees to pay to the Selling Member, by wire transfer of immediately available funds to the account specified in Annex I of the Put Exercise Notice, an aggregate amount equal to $[    ] ² (the “ Put Price ”).

(b) Closing . The closing of the purchase and sale of the Put Shares hereunder (the “ Closing ”) shall take place remotely by electronic delivery of documents and funds concurrently with the execution and delivery of this Purchase Agreement (the date on which such execution and delivery (via exchange of .pdf signatures in accordance with Section 2 of the Put Right Agreement) occurs shall be referred to herein as the “ Closing Date ”).

(c) Closing Deliveries . At the Closing, (i) Seaspan shall deliver to the Selling Member, by wire transfer of immediately available funds, an amount equal to the Put Price and (ii) the Selling Member shall deliver to Seaspan (A) one or more stock certificates of the Put Shares, duly endorsed in blank (or, in lieu thereof, an affidavit of lost certificate in a form reasonably satisfactory to Seaspan in the event any such stock certificates have been lost, stolen or destroyed), or accompanied by instruments of transfer as are reasonably acceptable to Seaspan, or (B) the Put Shares in book-entry form with the Transfer Agent.

(d) Transfer Taxes . All stamp, transfer, documentary, sales and use, value added, registration and other such taxes and fees (including any penalties and interest) incurred in connection with this Purchase Agreement and the transactions contemplated hereby (collectively, the “ Transfer Taxes ”) shall be paid by the Selling Member. The Selling Member shall procure any stock transfer stamps required by, and properly file on a timely basis all necessary tax returns and other documentation with respect to, any of the Transfer Taxes.

(e) Withholding Rights Any Person making a payment under this Purchase Agreement shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Purchase Agreement, such amounts as they are required to deduct and withhold with respect to the making of such payment under any provision of Tax Law. The Person making any such payment shall provide written notice to the Person entitled to receive such payment of its intent to deduct and withhold at least five (5) days prior to deducting and withholding amounts from such payment and if requested by the Person who is to receive such payment shall consult in good faith with such Person prior to withholding such amount. The Person making such payment shall be entitled, without violating any provisions of this Purchase Agreement or being subject to any penalties or interest, to delay such payment by a period, not to exceed five (5) days, to the extent necessary to comply with the requirement provided in the preceding sentence to provide a notice at least five (5) days prior to deducting and withholding. Seaspan is not aware of any obligation to deduct or withhold amounts from any consideration. If a Person making a payment under this Purchase Agreement withholds any such amounts and pays such amounts to the appropriate Governmental Authority in accordance with Tax Law, the amounts so withheld shall be treated for all purposes of this Purchase Agreement as having been paid to the Person who was otherwise entitled to receive such payment.

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In connection with the purchase and sale of the Put Shares hereunder, Seaspan represents and warrants to the Selling Member, as of the date hereof, as follows:

(a) Due Organization, Good Standing and Corporate Power of Seaspan . Seaspan has been duly incorporated and is validly existing as a corporation in good standing under the Laws of the Republic of the Marshall Islands and has the corporate power and authority to execute and deliver this Purchase Agreement and all other instruments and agreements being executed and delivered by Seaspan as contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

(b) Authorization . The execution and delivery of this Agreement by Seaspan and the consummation by Seaspan of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors of Seaspan and no other corporate proceeding on the part of Seaspan is necessary to authorize this Agreement and all other instruments and agreements to be delivered by Seaspan as contemplated hereby. This Agreement and all other instruments and agreements to be executed and delivered by Seaspan as contemplated hereby and thereby have been duly and validly executed and delivered by Seaspan and (assuming this Agreement and all other instruments and agreements being executed and delivered by Seaspan as contemplated hereby constitute legal, valid and binding obligations of the Selling Member) constitute legal, valid and binding obligations of Seaspan, enforceable against Seaspan in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(c) No Conflict . The execution and delivery of this Purchase Agreement and all other instruments and agreements to be delivered by the Company as contemplated hereby and the consummation by them of the transactions contemplated hereby do not (i) violate any provision of, or result in the breach of any applicable Law to which Seaspan is subject or by which any property or asset of Seaspan is bound, (ii) conflict with the Organizational Documents of Seaspan or any Subsidiary of Seaspan, or (iii) violate any provision of, conflict with, result in the acceleration of any obligation or loss of any benefits under or result in a breach of, or require a consent under, any material agreement, indenture or other instrument to which Seaspan or any Subsidiary of Seaspan is a party or by which Seaspan or any Subsidiary of Seaspan may be bound, or terminate or result in the termination of any such agreement, indenture or instrument, or result in the creation of any Lien under any such agreement, indenture or instrument upon any of the properties or assets of Seaspan or any Subsidiary of Seaspan or constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination or creation of a Lien.

(d) Consents . No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or any other Person is required on the part of Seaspan with respect to Seaspan’s execution or delivery of this Agreement and all other instruments and agreements to be delivered by Seaspan as contemplated hereby or the consummation by Seaspan of the transactions contemplated hereby, except for compliance with any applicable securities and other Laws.

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In connection with the purchase and sale of the Put Shares hereunder, the Selling Member represents and warrants to Seaspan as of the date hereof, as follows:

(a) Due Organization, Good Standing and Limited Liability Company Power of the Selling Member . The Selling Member has been duly organized and is validly existing as a limited liability company in good standing under the Laws of the Cayman Islands and has the requisite limited liability company power and authority to execute and deliver this Purchase Agreement and all other instruments and agreements being executed and delivered by the Selling Member as contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

(b) Authorization . The execution and delivery of this Agreement by the Selling Member and the consummation by the Selling Member of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors or equivalent governing body of the Selling Member and no other limited liability company proceeding on the part of the Selling Member is necessary to authorize this Agreement and all other instruments and agreements to be delivered by the Selling Member as contemplated hereby. This Agreement and all other instruments and agreements to be executed and delivered by the Selling Member as contemplated hereby and thereby have been duly and validly executed and delivered by the Selling Member and (assuming this Agreement and all other instruments and agreements being executed and delivered by the Selling Member as contemplated hereby constitute legal, valid and binding obligations of Seaspan) constitute legal, valid and binding obligations of the Selling Member, enforceable against the Selling Member in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(c) Title . The Selling Member is the sole record owner of the Put Shares. The Selling Member further represents and warrants that (i) it has good and valid title to the Put Shares free and clear of any Liens, (ii) it has full power and authority to sell the Put Shares, (iii) the Put Shares were acquired from Seaspan in compliance with applicable Law, (iv) there is no outstanding Contract (other than the Put Right Agreement) with any Person to purchase, redeem or otherwise acquire the Put Shares and (v) each Put Share is a Series D Preferred Share that was issued to the Selling Member at the Closing.

(d) No Conflict . The execution and delivery of this Purchase Agreement and all other instruments and agreements to be delivered by the Company as contemplated hereby and the consummation by them of the transactions contemplated hereby do not (i) violate any provision of, or result in the breach of any applicable Law to which the Selling Member is subject or by which any property or asset of the Selling Member is bound, (ii) conflict with the

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Organizational Documents of the Selling Member or any Subsidiary of the Selling Member, or (iii) violate any provision of, conflict with, result in the acceleration of any obligation or loss of any benefits under or result in a breach of, or require a consent under, any material agreement, indenture or other instrument to which the Selling Member or any Subsidiary of the Selling Member is a party or by which the Selling Member or any Subsidiary of the Selling Member may be bound, or terminate or result in the termination of any such agreement, indenture or instrument, or result in the creation of any Lien under any such agreement, indenture or instrument upon any of the properties or assets of the Selling Member or any Subsidiary of the Selling Member or constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, termination or creation of a Lien .

(e) Consents . No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or any other Person is required on the part of the Selling Member with respect to the Selling Member’s execution or delivery of this Agreement and all other instruments and agreements to be delivered by the Selling Member as contemplated hereby or the consummation by the Selling Member of the transactions contemplated hereby, except for compliance with any applicable securities and other Laws.

The provisions of Article I (Certain Definitions), Sections 13.1 (Waiver), 13.2 (Notices), 13.3 (Assignment), 13.5 (Expenses), 13.6 (Governing Law), 13.7 (Captions; Counterparts), 13.9 (Entire Agreement), 13.10 (Amendments), 13.12 (Severability), 13.13 (Jurisdiction; Waiver of Jury Trial), 13.14 (Enforcement) and 13.15 (Non-Recourse) of the Merger Agreement are incorporated herein mutatis mutandis by this reference; provided , that (a) references to “this Purchase Agreement,” “hereto,” “hereunder,” and similar references in such sections of the Merger Agreement shall pertain to this Purchase Agreement (except that for purposes of Section 13.9, such references shall pertain to this Purchase Agreement in addition to, and not in place of, the Merger Agreement), (b) references to “each party” or “the parties” and similar references in the Merger Agreement shall pertain to the parties hereto and (c) for purposes of Section 13.2 of the Merger Agreement, notices and all other communications hereunder shall be delivered to the Selling Member at the address set forth on the signature page to the Put Right Agreement.

[ Signature Pages to Follow ]

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IN WITNESS WHEREOF, the parties hereto have executed this Put Sale Purchase Agreement on the date first written above.

[ Signature Page to Put Sale Purchase Agreement ]

Exhibit 4.4.1

GREATER CHINA INTERMODAL INVESTMENTS LLC

MEMBER ACKNOWLEDGEMENT

This Member Acknowledgement, effective as of March 13, 2018 (the “ Member Acknowledgement ”), is being entered into by and among Blue Water Commerce, LLC, a limited liability company formed under the laws of Montana (the “ Member ”), Seaspan Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands, Greater China Intermodal Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, and Greater China Industrial Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, solely in its capacity as Holder Representative in connection with the merger of Seaspan Investments III LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, with and into the Company, pursuant to, and subject to the terms and conditions set forth in, the Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of the date hereof, by and among Buyer, Merger Sub, the Company and the Holder Representative. By execution and delivery hereof, the undersigned Member hereby surrenders all of its Interest, including, without limitation, such Member’s right to distributions under the Company LLC Agreement (such Interest referred to herein as the “ Exchanged Interest ”), in exchange for a portion of the Final Net Merger Consideration and other amounts, if applicable, set forth in Article III and Article XII (including any dividends, interest or other earnings on the Preferred Stock Consideration) of the Merger Agreement, in each case, allocable to such Member (or, at the direction of such Member, to such Member’s designees) under the Merger Agreement and as specified herein and therein. Capitalized terms used herein and not defined have the meanings set forth in the Merger Agreement. In furtherance and not in limitation of the foregoing:

purchase, redeem or otherwise acquire the Exchanged Interest. By execution and delivery of this Member Acknowledgement, the Member hereby approves and adopts this Member Acknowledgement, the Merger and the Merger Agreement in accordance with Section 17(2) of the MILLCA and hereby forever waives and releases any rights to appraisal or other similar rights the Member may have under applicable Law in connection with the transactions contemplated by the Merger Agreement.

contemplated thereby), which right may be exercised exclusively by such Member, (b) any rights or claims of the Member or any Member Related Person, or any obligation which the Company or any of its Subsidiaries has to the Member or Member Related Persons, arising pursuant to the certificate of formation, limited liability company agreement, certificate of incorporation or bylaws, as applicable, of the Company or any of its Subsidiaries, in each case solely in respect of indemnification (and/or advancement of expenses in connection therewith) from the Company or any of its Subsidiaries as a result of such Member or any of its employees or Affiliates or Member Related Persons having served as a director, manager or officer of the Company or any of its Subsidiaries prior to the Effective Time, but in each case subject to the limitations provided by applicable Law or set forth in Section 8.1 (Indemnification and Insurance) of the Merger Agreement, or (c) any rights or claims of the Member or any Member Related Person, or any obligation or liability which the Buyer or any Company Related Persons has to the Member or any Member Related Person, existing in the past, now or in the future, other than the Released Claims.

[ Signature Page Follows ]

PLEASE REFER TO THE INSTRUCTIONS ATTACHED HERETO IN COMPLETING THIS SIGNATURE PAGE

[Signature Page to Member Acknowledgement]

EXHIBIT A

Allocation of Cash Consideration and Preferred Stock Consideration

INSTRUCTIONS TO MEMBER ACKNOWLEDGEMENT

Latham & Watkins LLP

555 11 ^th Street, NW, Suite 1000

Washington, DC 20004-1304

Attention: Aaron Hullman

Facsimile: +1.202.637.2201

The IRS Form W-9 and the appropriate IRS Form W-8 may be downloaded from the IRS website at the following address: http://apps.irs.gov/app/picklist/list/formsPublications.html .

Exhibit 4.4.2

GREATER CHINA INTERMODAL INVESTMENTS LLC

MEMBER ACKNOWLEDGEMENT

This Member Acknowledgement, effective as of March 13, 2018 (the “ Member Acknowledgement ”), is being entered into by and among Tiger Management Limited, a limited liability company formed under the laws of the Cayman Islands (the “ Member ”), Seaspan Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands, Greater China Intermodal Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, and Greater China Industrial Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, solely in its capacity as Holder Representative in connection with the merger of Seaspan Investments III LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, with and into the Company, pursuant to, and subject to the terms and conditions set forth in, the Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of the date hereof, by and among Buyer, Merger Sub, the Company and the Holder Representative. By execution and delivery hereof, the undersigned Member hereby surrenders all of its Interest, including, without limitation, such Member’s right to distributions under the Company LLC Agreement (such Interest referred to herein as the “ Exchanged Interest ”), in exchange for a portion of the Final Net Merger Consideration and other amounts, if applicable, set forth in Article III and Article XII (including any dividends, interest or other earnings on the Preferred Stock Consideration) of the Merger Agreement, in each case, allocable to such Member (or, at the direction of such Member, to such Member’s designees) under the Merger Agreement and as specified herein and therein. Capitalized terms used herein and not defined have the meanings set forth in the Merger Agreement. In furtherance and not in limitation of the foregoing:

[ Signature Page Follows ]

PLEASE REFER TO THE INSTRUCTIONS ATTACHED HERETO IN COMPLETING THIS SIGNATURE PAGE

[Signature Page to Member Acknowledgement]

EXHIBIT A

Allocation of Cash Consideration and Preferred Stock Consideration

INSTRUCTIONS TO MEMBER ACKNOWLEDGEMENT

Latham & Watkins LLP

555 11 ^th Street, NW, Suite 1000

Washington, DC 20004-1304

Attention: Aaron Hullman

Facsimile: +1.202.637.2201    

The IRS Form W-9 and the appropriate IRS Form W-8 may be downloaded from the IRS website at the following address: http:// apps.irs.gov/app/picklist/list/formsPublications.html .

Exhibit 4.4.3

GREATER CHINA INTERMODAL INVESTMENTS LLC

MEMBER ACKNOWLEDGEMENT

This Member Acknowledgement, effective as of March 13, 2018 (the “ Member Acknowledgement ”), is being entered into by and among Greater China Industrial Investments LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands (the “ Member ”), Seaspan Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands, Greater China Intermodal Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, and Greater China Industrial Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, solely in its capacity as Holder Representative in connection with the merger of Seaspan Investments III LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, with and into the Company, pursuant to, and subject to the terms and conditions set forth in, the Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of the date hereof, by and among Buyer, Merger Sub, the Company and the Holder Representative. By execution and delivery hereof, the undersigned Member hereby surrenders all of its Interest, including, without limitation, such Member’s right to distributions under the Company LLC Agreement (such Interest referred to herein as the “ Exchanged Interest ”), in exchange for a portion of the Final Net Merger Consideration and other amounts, if applicable, set forth in Article III and Article XII (including any dividends, interest or other earnings on the Preferred Stock Consideration) of the Merger Agreement, in each case, allocable to such Member (or, at the direction of such Member, to such Member’s designees) under the Merger Agreement and as specified herein and therein. Capitalized terms used herein and not defined have the meanings set forth in the Merger Agreement. In furtherance and not in limitation of the foregoing:

[ Signature Page Follows ]

PLEASE REFER TO THE INSTRUCTIONS ATTACHED HERETO IN COMPLETING THIS SIGNATURE PAGE

[Signature Page to Member Acknowledgement]

EXHIBIT A

Allocation of Cash Consideration and Preferred Stock Consideration

INSTRUCTIONS TO MEMBER ACKNOWLEDGEMENT

Latham & Watkins LLP

555 11 ^th Street, NW, Suite 1000

Washington, DC 20004-1304

Attention: Aaron Hullman

Facsimile: +1.202.637.2201    

The IRS Form W-9 and the appropriate IRS Form W-8 may be downloaded from the IRS website at the following address: http://apps.irs.gov/app/picklist/list/formsPublications.html .

Exhibit 4.5

ESCROW AGREEMENT

This Escrow Agreement, dated this 13th day of March, 2018 (this “ Escrow Agreement ”), is entered into by and among SEASPAN CORPORATION, a corporation incorporated under the laws of the Republic of the Marshall Islands (“ Buyer ”), GREATER CHINA INDUSTRIAL INVESTMENTS LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands (the “ Holder Representative ” and, together with Buyer, the “ Parties ” and, each individually, a “ Party ”), and WILMINGTON TRUST, N.A., as escrow agent (the “ Escrow Agent ”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, Buyer, Seaspan Investments III LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands and a wholly-owned indirect subsidiary of Buyer, Greater China Intermodal Investments LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands (the “ Company ”), and the Holder Representative, solely in its capacity as the Holder Representative thereunder, are parties to that certain Agreement and Plan of Merger, dated as of the date hereof (the “ Merger Agreement ”);

WHEREAS, pursuant to the Merger Agreement, Buyer is depositing an amount in cash equal to $5,000,000 (the “ Adjustment Escrow Funds ”) into an escrow account (the “ Adjustment Escrow Account ”) in order to provide the sole source of funds for the payment of certain amounts that may become payable to Buyer under Section 3.4(d) of the Merger Agreement;

WHEREAS, pursuant to the Merger Agreement, Buyer is depositing an amount in cash equal to $10,000,000 (the “ Indemnification Escrow Funds ”) into an escrow account (the “ Indemnification Escrow Account ” and, together with the Adjustment Escrow Account, the “ Escrow Accounts ”) in order to provide the sole source of funds for the payment of certain amounts that may become payable to Buyer under Article XII of the Merger Agreement; and

WHEREAS, in the event that the Holder Representative determines, in its sole and absolute discretion, that the funds paid to the Holder Representative pursuant to Section  3.5 of the Merger Agreement exceed the Holder Representative Expenses, prior to the final release of the Indemnification Escrow Property (as defined below), the Holder Representative may transfer such excess amount (the “ Excess Amount ”) to the Escrow Agent solely for disbursement to the Selling Members as Final Net Merger Consideration in accordance with their respective Allocation Percentages and Section 11.2 of the Merger Agreement.

NOW, THEREFORE, in consideration of the promises and agreements of the Parties and the Escrow Agent and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties and the Escrow Agent agree as follows:

ARTICLE 1

ESCROW DEPOSITS AND DISTRIBUTIONS

Section 1.1 Escrow Accounts

(a) Delivery and Receipt of Escrow Funds . On the date hereof and as soon as practicable after the Effective Time, Buyer shall deliver or cause to be delivered to the Escrow Agent (i) an amount in cash, in immediately available funds, equal to the Adjustment Escrow Funds and (ii) an amount in cash, in immediately available funds, equal to the Indemnification Escrow Funds. The Escrow Agent agrees to hold in escrow, in accordance with this Escrow Agreement, (A) the Adjustment Escrow Funds (the “ Adjustment Escrow Property ”) and (B) the Indemnification Escrow Funds (the “ Indemnification Escrow Property ” and, together with the Adjustment Escrow Property, the “ Escrow Property ”). The Escrow Agent hereby agrees to retain the Escrow Property in one or more separate accounts.

(b) Investment of Cash .

(i) The Escrow Agent shall invest any Escrow Property in accordance with a joint written instruction (any such instruction, a “ Joint Written Instruction ”) provided to the Escrow Agent and signed by the Parties. In the absence of a Joint Written Instruction to the contrary, the Escrow Agent shall deposit all cash included in such Escrow Property in a “non-interest bearing trust account” insured by the Federal Insurance Corporation (“ FDIC ”) to the applicable limits, which is further described on Exhibit A hereto.

(ii) The Escrow Agent is hereby authorized and directed to sell or redeem any such investments as it deems necessary to make any payments or distributions required under this Escrow Agreement with regard to the Escrow Accounts. The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment or sale of investment made in accordance with this Escrow Agreement. The Escrow Agent is hereby authorized, in making or disposing of any investment permitted by this Escrow Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or any such affiliate is acting as agent of the Escrow Agent or for any third person or dealing as principal for its own account. The Parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice.

(c) Disbursements . Subject to Section  1.3(b) , the Escrow Agent shall disburse the Escrow Property in accordance with the following:

(i) Within three (3) Business Days of the Determination Date, in accordance with Section 3.4(d) of the Merger Agreement, the Parties shall deliver a Joint Written Instruction to the Escrow Agent authorizing distribution to (A) Buyer or its designee, of the Adjustment Escrow Property owing to Buyer pursuant to the second sentence of Section 3.4(d) of the Merger Agreement (such amount, the “ Buyer Adjustment Payment ”), if any, from the Adjustment Escrow Account and (B) each Selling Member (or its designees set forth on Exhibit B , or any of their successors or permitted assigns) a portion of the Adjustment Escrow Property equal to (x) such Selling Member’s (or such designees’) Allocation Percentage set forth on Exhibit B multiplied by (y) the aggregate amount of all Adjustment Escrow Property payable to the Selling Members (or their designees). The Escrow Agent shall release the Adjustment Escrow Property as specified in such Joint Written Instruction.

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(ii) In accordance with Article XII of the Merger Agreement, in the event that it is determined or agreed by the Parties that Buyer (on behalf of itself or any other Buyer Indemnified Party) is entitled to any distribution from the Indemnification Escrow Account pursuant to Article XII of the Merger Agreement (the amount of any such required distribution, an “ Indemnification Distribution Amount ”), then the Parties shall deliver a Joint Written Instruction to the Escrow Agent that indicates that a Buyer Indemnified Party is entitled to payment of an Indemnification Distribution Amount and that specifies the amount of cash to which such Buyer Indemnified Party is entitled (it being understood that the Escrow Agent will not be responsible for the calculations associated therewith), and the Escrow Agent shall release Indemnification Escrow Property and deliver to the Buyer Indemnified Party the amount of cash held in escrow as specified in such Joint Written Instruction.

(iii) On the second (2 ^nd ) Business Day after March 13, 2019 (such date, the “ Escrow Release Date ”), all Indemnification Escrow Property (if any) shall be released to the Selling Members (or their designees set forth on Exhibit B) pro rata in accordance with the Allocation Percentages set forth opposite such Selling Members’ (or their designees’) names on Exhibit B ; provided , however , that if any claim pursuant to Article XII of the Merger Agreement has been properly asserted by any Buyer Indemnified Party in accordance with the Merger Agreement on or prior to the Escrow Release Date (any such claim, a “ Pending Claim ”), (A) the Indemnification Escrow Property released to the Selling Members (or their designees set forth on Exhibit B ) shall be equal to the amount of Indemnification Escrow Property then held by the Escrow Agent, minus the amount of Indemnification Escrow Property equal to the aggregate amount of such Pending Claim(s) and (B) any Indemnification Escrow Property that remains in the Indemnification Escrow Account following the Escrow Release Date in respect of any such Pending Claim shall be released to the Selling Members (or their designees set forth on Exhibit B ) pro rata in accordance with the Allocation Percentages set forth opposite such Selling Members’ (or their designees’) names on Exhibit B promptly upon resolution or (if applicable) satisfaction of such Pending Claim(s). In each case in which this Section  1.1(c)(iii) provides for the release of Indemnification Escrow Property, each of Buyer and the Holder Representative shall promptly submit a Joint Written Instruction to the Escrow Agent instructing the Escrow Agent to distribute the Indemnification Escrow Property in accordance with this Section  1.1(c)(iii) and the Merger Agreement.

(iv) In the event Buyer files an indemnification claim with the Holder Representative pursuant to Article XII of the Merger Agreement (with a copy to the Escrow Agent) and (x) Buyer and the Escrow Agent receive a written objection from the Holder Representative to a portion (but not the entire amount) of the amount set forth in Buyer’s indemnification claim notice within thirty (30) days of delivery of such claim notice, then the Escrow Agent shall disburse to Buyer or its designee the portion of the Indemnification Escrow Property that is not disputed by the Holder Representative within five (5) Business Days following the Escrow Agent’s receipt of such written objection

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and retain such disputed portion of the Buyer’s indemnification claim in the Indemnification Escrow Account, or (y) neither Buyer nor the Escrow Agent receives a written objection from the Holder Representative within thirty (30) days of delivery of such indemnification claim by Buyer, then the Escrow Agent shall disburse to Buyer or its designee the portion of the Indemnification Escrow Property set forth in Buyer’s indemnification claim notice within five (5) Business Days following the expiration of such thirty (30) day period. In the event that Buyer, on behalf of itself or any of the Buyer Indemnified Parties, (A) submits to the Holder Representative and the Escrow Agent a written notice alleging that Buyer is entitled to any payment from the Adjustment Escrow Property or the Indemnification Escrow Property, as the case may be, pursuant to Section 3.4(d) of the Merger Agreement and/or Article XII of the Merger Agreement, as applicable, that is not addressed by Joint Written Instructions pursuant to Section  1.1(c)(i) or Section  1.1(c)(ii) hereof or has otherwise been objected to in full by written notice of the Holder Representative to the Escrow Agent and Buyer, and (B) thereafter delivers to the Escrow Agent and the Holder Representative a copy of a Final Order (as hereinafter defined) directing delivery of the relevant Escrow Property or any portion thereof (any such amount, the “ Court Ordered Amount ”) to Buyer pursuant to Section 3.4(d) or Article XII, as applicable, of the Merger Agreement, the Escrow Agent shall disburse to Buyer or its designee, within five (5) Business Days following receipt of such Final Order, from the Adjustment Escrow Account or the Indemnification Escrow Account, as applicable, the amount of Escrow Property equal to the Court Ordered Amount, as provided in such Final Order; provided that any such Final Order shall be accompanied by a Final Order Certificate (as hereinafter defined). The Escrow Agent shall act on such Final Order and Final Order Certificate without further question. As used in this Escrow Agreement, (i) “ Final Order ” means an order or judgment of a court of competent jurisdiction, whether delivered by Buyer under this Section  1.1(c)(iv) or delivered by the Holder Representative pursuant to Section  1.1(c)(v) or otherwise, (x) that has not been reversed, stayed, modified or amended and (y) as to which the time to appeal or seek review, reconsideration or rehearing has expired and as to which no appeal, petition for certiorari, or motion or written request for review, reconsideration or rehearing is pending, and (ii) a “ Final Order Certificate ” means a certificate of the party submitting a Final Order to the Escrow Agent to the effect that such final order is a Final Order hereunder.

(v) In the event that the Holder Representative, on behalf of itself or any other Selling Member, (A) submits to Buyer and the Escrow Agent a written notice alleging that one or more of the Selling Members (or their designees) is entitled to any payment from the Adjustment Escrow Property or the Indemnification Escrow Property, as the case may be, pursuant to Section  3.4(d) and/or Article XII of the Merger Agreement, as applicable, that is not addressed by Joint Written Instructions pursuant to Section  1.1(c)(i) or Section  1.1(c)(ii) hereof or has otherwise been objected to in full by written notice of Buyer to the Escrow Agent and Holder Representative, and (B) thereafter delivers to the Escrow Agent and Buyer a copy of a Final Order directing delivery of a Court Ordered Amount to one or more of the Selling Members (or their designees) pursuant to Section  3.4(d) or Article XII , as applicable, of the Merger Agreement, the Escrow Agent shall disburse from the Adjustment Escrow Account or the Indemnification Escrow Account, as applicable, to such Selling Members or their respective designees, within five (5) Business Days following receipt of such Final Order, an amount of Escrow Property equal to the Court Ordered Amount, as provided in such Final Order; provided that any such Final Order shall be accompanied by a Final Order Certificate.

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(vi) In the event that the Escrow Agent makes any payment to any person pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Accounts or paid to another person or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be paid to a receiver, trustee or other person under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient thereof shall repay such amount to the Escrow Agent upon written request from the Escrow Agent.

(vii) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Property, including without limitation any attachment, levy or garnishment, without any obligation to determine such court’s jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any Party or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process.

(viii) In the event that a Party provides transfer instructions for any Escrow Property (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the authorized person or persons of such Party, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated provided no call back is required if the Escrow Agent receives original instructions. The persons and telephone numbers for callbacks may be changed only in a writing actually received and acknowledged by the Escrow Agent. The Parties agree that such security procedure is commercially reasonable.

(ix) The Escrow Agent will furnish monthly statements to the Parties setting forth the activity in the Escrow Accounts.

(x) The Escrow Agent shall disburse the Escrow Property, if, as and when authorized by this Escrow Agreement by wire transfer of immediately available funds to the bank account or accounts designated on Exhibit B or Exhibit C , as applicable, or as otherwise designated by the party being paid in a written notice received by the Escrow Agent prior to such payment.

Section 1.2 Escrow Property . During the term hereof, neither the Holder Representative nor the Selling Members will sell, assign, transfer or otherwise dispose of, grant any option with respect to, or enter into any swap or other arrangement that transfers all or any portion of the economic consequences associated with, or pledge or grant any security interest in, or otherwise encumber any part of the Indemnification Escrow Property.

Section 1.3 [Reserved] .

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Section 1.4 Excess Amount . Pursuant to Section 11.2 of the Merger Agreement, in the event that the Holder Representative transfers the Excess Amount to the Escrow Agent for disbursement to the Selling Members (or their designees) as Merger Consideration, the Escrow Agent shall distribute such Excess Amount to each of the Selling Members (or their designees set forth on Exhibit B ) pro rata in accordance with their respective Allocation Percentages pursuant to a written instruction from the Holder Representative. In no event shall such Excess Amount become part of the Escrow Property or otherwise become payable to Buyer.

Section 1.5 Income Tax Allocation and Reporting . To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Property on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section  1.5 is in addition to the indemnification provided in Section  3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Section 1.6 Termination . Upon the disbursement of all of the Escrow Property, this Escrow Agreement shall terminate and be of no further force and effect except that the provisions of Section  1.5 , Section  3.1 and Section  3.2 hereof shall survive termination.

ARTICLE 2

DUTIES OF THE ESCROW AGENT

Section 2.1 Scope of Responsibility . Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstances will the Escrow Agent be deemed to be a fiduciary to any Party or any other person under this Escrow Agreement. The Escrow Agent will not be responsible or liable for the failure of any Party to perform in accordance with this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the Parties, and the Escrow Agent has no duties or obligations with respect thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement or any other agreement.

Section 2.2 Attorneys and Agents . The Escrow Agent shall be entitled to rely on, and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with, the advice of counsel or other professionals retained or consulted by the Escrow Agent. The

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Escrow Agent shall be reimbursed as set forth in Section  3.1 for reasonable compensation (fees, expenses and other costs) paid and/or reimbursed to such counsel and/or professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees.

Section 2.3 Reliance . The Escrow Agent shall not be liable for any action taken or not taken by it in accordance with the direction or consent of the Parties or their respective agents, representatives, successors, or assigns. The Escrow Agent shall not be liable for acting or refraining from acting upon any notice, request, consent, direction, requisition, certificate, order, affidavit, letter, or other paper or document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, without further inquiry into the person’s or persons’ authority. Concurrent with the execution of this Escrow Agreement, Buyer and the Holder Representative shall deliver to the Escrow Agent authorized signers’ forms in the form of Exhibit D-1 and Exhibit  D -2 , respectively, to this Escrow Agreement. Either Party may change any of their respective authorized signers by delivering written notice to the other parties to this Escrow Agreement, in which event the Escrow Agent shall update Exhibit D-1 or Exhibit  D -2 , as applicable, to reflect such change.

Section 2.4 Right Not Duty Undertaken . The permissive rights of the Escrow Agent to do things enumerated in this Escrow Agreement shall not be construed as duties.

ARTICLE 3

PROVISIONS CONCERNING THE ESCROW AGENT

Section 3.1 Indemnification . The Parties hereby agree, jointly and severally, to indemnify the Escrow Agent and its directors, officers, employees and agents (collectively, the “ Indemnified Parties ”), and to hold the Indemnified Parties harmless from any and against all liabilities, losses, actions, suits or proceedings at law or in equity, and any other expenses, fees or charges of any character or nature, including, without limitation, reasonable attorney’s fees and expenses, which an Indemnified Party may incur or with which it may be threatened by reason of acting as or on behalf of the Escrow Agent under this Escrow Agreement or arising out of the existence of the Escrow Accounts, except to the extent the same shall be caused by the Escrow Agent’s fraud, gross negligence or willful misconduct. The terms of this paragraph shall survive termination of this Escrow Agreement.

Section 3.2 Limitation of Liability . The Escrow Agent shall not be liable, directly or indirectly, for any (i) Damages arising out of the services provided hereunder, other than Damages which have been finally adjudicated to have directly resulted from the Escrow Agent’s fraud, gross negligence or willful misconduct, or (ii) special, indirect or consequential damages or losses of any kind whatsoever (including without limitation lost profits), even if the Escrow Agent has been advised of the possibility of such losses or damages and regardless of the form of action.

Section 3.3 Resignation or Removal . The Escrow Agent may resign by furnishing written notice of its resignation to the Parties, and the Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of its removal along with payment of all fees and expenses to which it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or

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upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Property and to deliver the same to a successor escrow agent as shall be appointed by the Parties, as evidenced by a joint written notice filed with the Escrow Agent or in accordance with a court order. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon the Parties. Should any instrument be required by any successor escrow agent to more fully vest in such successor agent the duties, responsibilities and obligations hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, upon the reasonable request of the Buyer or the Holder Representative, be executed, acknowledged and delivered by the predecessor.

Section 3.4 Compensation . The Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit E . Fifty percent (50%) of such fees shall be paid by Buyer and fifty percent (50%) of such fees shall be paid by the Holder Representative. The fees agreed upon for the services rendered hereunder are intended as compensation for the Escrow Agent’s services as contemplated by this Escrow Agreement; provided , however , that in the event that the conditions for the disbursement of funds under this Escrow Agreement are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement, or any material modification hereof, or if any material controversy arises hereunder, or if the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof other than as a result of the Escrow Agent’s fraud, gross negligence or willful misconduct, then, in each case, the Escrow Agent shall be compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. In any such event, any such compensation due or owing to the Escrow Agent shall be paid fifty percent (50%) by Buyer and fifty percent (50%) by the Holder Representative.    The Escrow Agent shall have, and is hereby granted, a prior lien upon the Escrow Property with respect to its unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights, superior to the interests of any other persons or entities and is hereby granted the right to set off and deduct any unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights from the Escrow Property. The terms of this paragraph shall survive termination of this Escrow Agreement.

Section 3.5 Disagreements . If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent may, at its option, retain the Escrow Property until the Escrow Agent (i) receives a Final Order and Final Order Certificate, (ii) receives a Joint Written Instruction from Buyer and the Holder Representative, or (iii) files an interpleader action in any court of competent jurisdiction, set forth in Section  4.11 , and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover reasonable attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Escrow Agent shall be entitled to act on any such Joint Written Instruction or Final Order without further question, inquiry, or consent.

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Section 3.6 Merger or Consolidation . Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor escrow agent under this Escrow Agreement and shall have and succeed to the rights, powers, duties, immunities and privileges of its predecessor, without the execution or filing of any instrument or paper or the performance of any further act.

Section 3.7 Attachment of Escrow Property; Compliance with Legal Orders . In the event that any Escrow Property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Escrow Property, the Escrow Agent is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Escrow Agent obeys or complies with any such writ, order or decree, it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

Section 3.8 Force Majeure . The Escrow Agent shall not be responsible or liable for any failure or delay in the performance of its obligation under this Escrow Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.

Section 3.9 Compliance with Legal Orders . The Escrow Agent shall be entitled to consult with legal counsel in the event that a question or dispute arises with regard to the construction of any of the provisions hereof.

Section 3.10 Conflicting Instructions . In the event that the Escrow Agent receives conflicting instructions hereunder, the Escrow Agent shall be fully protected in refraining from acting until such conflict is resolved to the satisfaction of the Escrow Agent.

Section 3.11 No Financial Obligation . The Escrow Agent shall not be required by any provision of this Escrow Agreement to use its own funds in the performance of any of its obligations or duties or the exercise of any of its rights or powers, and shall not be required by any provision of this Escrow Agreement to take any action which, in the Escrow Agent’s sole and absolute judgment, could require the Escrow Agent to incur an expense or financial liability unless furnished with security and indemnity which it deems, in its sole and absolute discretion, to be satisfactory.

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ARTICLE 4

MISCELLANEOUS

Section 4.1 Successors and Assigns . This Escrow Agreement shall be binding on and inure to the benefit of the Parties and the Escrow Agent and their respective successors and permitted assigns. No other persons shall have any rights under this Escrow Agreement. No assignment of the interest of any of the Parties shall be binding unless and until written notice of such assignment shall be delivered to the other Party and the Escrow Agent and such assignment shall require the prior written consent of the other Party and the Escrow Agent (such consent not to be unreasonably withheld); provided , however , that either Party may distribute or otherwise assign its rights hereunder to one or more of its affiliates.

Section 4.2 Escheat . The Parties are aware that under applicable state law, property which is presumed abandoned may, under certain circumstances, escheat to the applicable state. The Escrow Agent shall have no liability to the Parties, their respective heirs, legal representatives, successors and assigns, or any other party, should any or all of the Escrow Property escheat by operation of law.

Section 4.3 Notices . All notices, requests, demands, and other communications required under this Escrow Agreement shall be in writing, in English, and shall be deemed to have been duly given if delivered (i) personally, (ii) by facsimile transmission or email (in each case in this clause (ii), solely if receipt is confirmed), (iii) by overnight delivery with a reputable international overnight delivery service, or (iv) by mail or by certified mail, return receipt requested, and postage prepaid. If any notice is mailed, it shall be deemed given five (5) Business Days after the date such notice is deposited in the United States mail. If notice is given to a party, it shall be given at the address for such party set forth below. It shall be the responsibility of the Parties to notify the Escrow Agent and the other Party in writing of any name or address changes. In the case of communications delivered to the Escrow Agent, such communications shall be deemed to have been given on the date received by the Escrow Agent.

If to Buyer:

Seaspan Corporation

Unit 2 – 2 ^nd Floor, Bupa Centre

141 Connaught Road West

Hong Kong

Attention: Corporate Secretary

Facsimile: +852-2540-1689

Email: Mark_Chu@seaspancorp.com

with copies (which shall not constitute notice or service of process) to:

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

Attention: John M. Reiss

Daniel Latham

Facsimile: +1-212-354-8113

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Email: jreiss@whitecase.com

   dlatham@whitecase.com

If to the Holder Representative:

Greater China Industrial Investments LLC

c/o The Carlyle Group

1001 Pennsylvania Avenue, N.W.

Suite 220 South

Washington, DC 20004

Attention: Gregory Ledford

Wesley Bieligk

Facsimile: +1-202-347-1818

Email: gregory.ledford@carlyle.com

  wesley.bieligk@carlyle.com

with a copy (which shall not constitute notice or service of process) to:

Latham & Watkins LLP

555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Attention: Daniel T. Lennon,

         Nick Luongo

Facsimile: +1-202-637-2201

Email: daniel.lennon@lw.com

    nick.luongo@lw.com

If to the Escrow Agent:

Wilmington Trust, National Association

50 South Sixth Street, Ste. 1290

Minneapolis, MN 55402

Attention: Andrew Wassing

Facsimile: +1-612-217-5651

Email:    awassing@wilmingtontrust.com

Section 4.4 Governing Law . This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Section 4.5 Entire Agreement . This Escrow Agreement sets forth the entire agreement and understanding of the parties related to the Escrow Property.

Section 4.6 Amendment . This Escrow Agreement may be amended, modified, superseded, rescinded, or canceled only by a written instrument executed by the Parties and the Escrow Agent.

Section 4.7 Waivers . The failure of any party to this Escrow Agreement at any time or times to require performance of any provision under this Escrow Agreement shall in no manner affect

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the right at a later time to enforce the same performance. A waiver by any party to this Escrow Agreement of any such condition or breach of any term, covenant, representation, or warranty contained in this Escrow Agreement, in any one or more instances, shall neither be construed as a further or continuing waiver of any such condition or breach nor as a waiver of any other condition or breach of any other term, covenant, representation, or warranty contained in this Escrow Agreement.

Section 4.8 Headings . Section headings of this Escrow Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions of this Escrow Agreement.

Section 4.9 Counterparts . This Escrow Agreement may be executed in one or more counterparts, which may be delivered by electronic communications by portable document format (.pdf), each of which when executed shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument.

Section 4.10 Waiver of Jury Trial . EACH OF THE PARTIES HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN RESOLVING ANY CLAIM OR COUNTERCLAIM RELATING TO OR ARISING OUT OF THIS ESCROW AGREEMENT.

Section 4.11 Jurisdiction . Any Action based upon, arising out of or related to this Escrow Agreement or the transactions contemplated hereby may be brought in courts of the Borough of Manhattan in the State of New York, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York located therein, and, in each case, appellate courts therefrom, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of such Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Escrow Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party hereto to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party hereto in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section  4.11.

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IN WITNESS WHEREOF, this Escrow Agreement has been duly executed by the undersigned Parties and the Escrow Agent as of the date first written above.

[ Signature Page to Escrow Agreement ]