DESCRIPTION OF THE NEW EXCHANGE NOTES

We issued the Old Notes and will issue the New Exchange Notes (collectively, the “Notes”) under a base indenture, dated as of October 10, 2017 (the “Base Indenture”) between Seaspan Corporation, as issuer, and The Bank of New York Mellon (“BNY Mellon”), as trustee (in such capacity, the “Trustee”), as supplemented, amended or otherwise modified by a second supplemental indenture dated as of February 14, 2018 (the “Second Supplemental Indenture”), among Seaspan (as defined below), certain of its Subsidiaries, as guarantors, and the Trustee, a third supplemental indenture, dated as of February 22, 2018 (the “Third Supplemental Indenture”), among Seaspan, certain of its Subsidiaries, as guarantors, and the Trustee, a fourth supplemental indenture, dated as of March 22, 2018 (the “Fourth Supplemental Indenture”), among Seaspan, certain of its Subsidiaries, as guarantors, and the Trustee, a fifth supplemental indenture, dated as of March 26, 2018 (the “Fifth Supplemental Indenture”), among Seaspan, certain of its Subsidiaries, as guarantors, and the Trustee, a sixth supplemental indenture, dated as of March 26, 2018 (the “Sixth Supplemental Indenture”), among Seaspan, certain of its Subsidiaries, as guarantors, and the Trustee and a seventh supplemental indenture, dated as of June 8, 2018 (the “Seventh Supplemental Indenture” and, together with the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, the “Supplemental Indentures”), among Seaspan, certain of its Subsidiaries, as guarantors, and the Trustee. In this description, unless otherwise specified, the word “Indenture” shall be deemed to refer to the Base Indenture, as supplemented, amended or otherwise modified by the Supplemental Indentures and except to the extent the context may otherwise require, references to provisions of the Indenture solely relate to the Notes (and not any other Securities issued under the Base Indenture).

The New Exchange Notes will be secured on a pari passu basis with the Old Notes by a pledge of all of the limited liability company interests of Greater China Intermodal Investments LLC (“GCI”) directly held and owned from time to time by Seaspan Investment I Ltd. (“Seaspan Investment”) and all products and proceeds thereof (collectively, the “Collateral”) pursuant to that certain Amended and Restated Seaspan Investment Pledge and Collateral Agent Agreement, dated as of June 8, 2018 (the “Pledge Agreement”), among Seaspan Investment, Seaspan, BNY Mellon, as collateral agent (in such capacity, the “Collateral Agent”) and the Trustee.

The following description is a summary of certain provisions of the Indenture and the Pledge Agreement, does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Indenture (including those provisions made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”)) and the Pledge Agreement. Seaspan and the Guarantors urge you to read the Indenture because it, and not this description, defines your rights as a holder of the applicable New Exchange Notes.

You can find the definitions of certain capitalized terms used in the following description under the subheading “—Certain Definitions.” Defined terms used but not defined in this description under the subheading “—Certain Definitions” have the meanings assigned to them in the Indenture and if not defined therein, the Pledge Agreement. In this description, references to “Seaspan” or “the Company” refer only to Seaspan Corporation and not any of its Subsidiaries.

The registered holder of a Note (each, a “Holder”) will be treated as the owner of it for all purposes. Only Holders will have rights under the Indenture.

Ranking

The Notes will:

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The Notes will initially be guaranteed by Seaspan Investment and the other Initial Guarantors. Each Guarantee of a Guarantor will:

Principal, Maturity and Interest

In this offering, Seaspan will issue up to $250,000,000 in aggregate principal amount of 5.50% Senior Notes due 2025 (the “New Exchange Notes”) in exchange for the 5.50% Senior Notes due 2025 issued on the Issue Date of like principal amount (the “Old Notes”). The New Exchange Notes shall bear interest at 5.50% per annum, and will mature on February 14, 2025. Interest on the New Exchange Notes will be payable quarterly in arrears in Dollars on January 30, April 30, July 30 and October 30 of each year, beginning with July 30, 2018. Interest will be payable to the holders of record of the New Exchange Notes at the close of business on January 15, April 15, July 15 or October 15, whether or not such day is a business day, as the case may be, immediately preceding such interest payment date.

Interest on the New Exchange Notes will be computed on the basis of a 360-day year comprising twelve 30-day months. Interest on the New Exchange Notes will accrue from the most recent date on which interest has been paid or, if no interest has been paid, from and including April 30, 2018.

All payments in respect of the Notes shall include Additional Amounts as and to the extent set forth under “Additional Amounts” below.

Notwithstanding anything to the contrary contained in the Indenture but subject to the terms of the Pledge Agreement, the Company may, from time to time, with the prior written consent of the Holders of not less than a majority in principal amount of the Outstanding Notes, create and issue additional Notes (“Additional Notes”) having the same interest rate, maturity and other terms (except for the issue date, the public offering price and the first interest payment date) as, ranking equally and ratably with, the Notes. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes and will vote together as one class on all matters with respect to such Notes. Any Additional Notes issued will be secured, equally and ratably with the Notes. As a result, the issuance of Additional Notes will have the effect of diluting the security interest on the Collateral for the then outstanding Notes. However, any Additional Notes that are not fungible with existing Notes for U.S. federal income tax purposes will have a separate CUSIP, ISIN and other identifying number from such existing Notes. However, no Additional Notes may be issued if an Event of Default has occurred and is continuing with respect to the Notes. Unless the context otherwise requires, for all purposes of the Indenture and this “Description of the New Exchange Notes,” references to the Notes include any Additional Notes actually issued.

New Exchange Notes will be issued fully registered form in denominations of $1,000 and integral multiples thereof.

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Additional Amounts

All payments made by or on behalf of the Company under or with respect to the Notes or by any Guarantor with respect to any Guarantee, will be made free and clear of and without withholding or deduction for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of the government of the Republic of Marshall Islands, or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Company (including any successor entity) or such Guarantor is organized or is otherwise resident for tax purposes, or any jurisdiction from or through which payment is made (including the jurisdiction of each paying agent) (each, a “Specified Tax Jurisdiction”), will at any time be required to be made from any payments made under or with respect to the Notes or the Guarantees. The Company and the Guarantors will pay such additional amounts (the “Additional Amounts”) as may be necessary so that the net amount received in respect of such payments by a Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to:

If the Company or any Guarantor becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or the Guarantees, the Company will deliver to the Trustee and paying agent at least 30 days prior to the date of that payment (unless the obligation to pay

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Additional Amounts arises after the 30th day prior to that payment date, in which case the Company will notify the Trustee and paying agent promptly thereafter but in no event later than two business days prior to the date of payment) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount so payable. The Officer’s Certificate must also set forth any other information necessary to enable the paying agent to pay Additional Amounts to Holders on the relevant payment date. The Trustee and paying agent will be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The Company will provide the Trustee and paying agent with documentation evidencing the payment of Additional Amounts.

The Company will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant governmental authority on a timely basis in accordance with applicable law. As soon as practicable, the Company will provide the Trustee and paying agent with an official receipt or, if official receipts are not obtainable, other documentation evidencing the payment of the Taxes so withheld or deducted. Upon request, copies of those receipts or other documentation, as the case may be, will be made available by the Trustee and paying agent to the Holders of the Notes.

Whenever in the Indenture there is referenced, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or any other amount payable under, or with respect to, the Notes, such reference will be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The Company will indemnify a Holder, within 10 business days after written demand therefor, for the full amount of any Taxes paid by such Holder to a governmental authority of a Specified Tax Jurisdiction, on or with respect to any payment by on or account of any obligation of the Company to withhold or deduct an amount on account of Taxes for which the Company would have been obliged to pay Additional Amounts under this “Additional Amounts” and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment or liability delivered to the Company by a Holder will be conclusive absent manifest error.

The Company will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any Specified Tax Jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Indenture or any other document or instrument in relation thereof, or the receipt of any payments with respect to the Notes, and the Company will indemnify the Holders for any such taxes paid by such Holders.

The obligations described under this heading will survive any termination, defeasance or discharge of the Indenture and will apply mutatis mutandis to any jurisdiction in which any successor person to the Company is organized or any political subdivision or authority or agency thereof or therein.

Transfer and exchange

A Holder may transfer or exchange Notes in accordance with the Indenture. The registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. No service charge will be made for any registration of transfer or exchange or redemption of the Notes, except, in certain cases, for any tax or other governmental charge that may be imposed in connection therewith and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer or exchange of the Notes, other than certain exchanges not involving any transfer. The registrar will not be required to exchange or register a transfer of any Note during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending on the relevant redemption date except the unredeemed portion of any Note being redeemed in part.

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Guarantees

Guarantees

The full and prompt payment of the Company’s payment obligations under the Notes and the Indenture will be guaranteed, jointly and severally, by the Initial Guarantors and each other Subsidiary of the Company that is required to become a Guarantor pursuant to the covenant described under “Certain Covenants—Subsidiary Guarantee”. Each Guarantor will fully and unconditionally guarantee (each a “Guarantee” and, collectively, the “Guarantees”), jointly and severally, to each Holder and the Trustee that: (a) the principal of, interest and premium on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes shall be promptly paid in full or performed, all in accordance with the terms of the Indenture and the Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantee of each Guarantor will rank senior in right of payment to all existing and future subordinated Indebtedness of such Guarantor and equally in right of payment with all other existing and future senior Indebtedness of such Guarantor. Each Guarantee will be unsecured other than the Guarantee of Seaspan Investment which shall be secured by the Collateral.

Limitation on Guarantor Liability

The Guarantees will provide that (i) it is the intent of each Guarantor and Holder that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to any Guarantee and (ii) accordingly, the obligations of each Guarantor shall be limited to the maximum amount as shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with U.S. GAAP.

Guarantors may consolidate, etc., only on certain terms

A Guarantor shall not consolidate with or merge with or into any other Person, or sell, assign, convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other Person, and such Guarantor shall not permit any other Person to consolidate with or merge into such Guarantor or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to such Guarantor; unless:

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In the event of any such sale, consolidation, merger, transfer, assignment, conveyance, lease or other transaction, either such Guarantor or the successor Person shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this “—Guarantors may consolidate, etc., only on certain terms” and that all conditions precedent in the Indenture provided for relating to such transaction have been complied with.

Upon any consolidation by a Guarantor with or merger of a Guarantor into any other Person or any conveyance, transfer or lease of the properties and assets of a Guarantor substantially as an entirety to any Person, the successor Person formed by such consolidation or into which such Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under the Indenture with the same effect as if such successor Person had been named as a Guarantor in the Indenture.

Release of Guarantees

A Guarantee of the Notes by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee is required for the release of such Guarantor’s Guarantee, upon (1) any sale, exchange or transfer (by merger, consolidation, amalgamation, wind-up liquidation, dissolution or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), other than to a Subsidiary of the Company, after which the applicable Guarantor is no longer a Subsidiary of the Company, if such sale, exchange or transfer is made in compliance with the Indenture; (2) the Company exercising its legal defeasance option in accordance with the second paragraph of “Satisfaction and Discharge of Indenture; Defeasance—Defeasance and Covenant Defeasance” or covenant defeasance option in accordance with the third paragraph of “Satisfaction and Discharge of Indenture; Defeasance—Defeasance and Covenant Defeasance” or the Company’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; (3) the merger or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all or substantially all of its assets to the Company or another Guarantor; and (4) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

Collateral

The Notes and other Indenture Obligations will be secured by a lien on the Collateral pursuant to the Pledge Agreement, which Collateral will also secure on an equal and ratable basis other Indebtedness identified in an accession agreement to the Pledge Agreement (such other Indebtedness is referred to herein as “Additional Secured Debt” and, together with the Notes, the “Secured Debt”) and other obligations in respect thereof (together with such Additional Secured Debt, “Additional Secured Obligations”); provided that the Pledge Agreement provides that notwithstanding anything to the contrary therein, (i) the only Indebtedness that may constitute Additional Secured Debt shall be (x) $250.0 million aggregate principal amount of 5.50% Senior Notes due 2026 to be issued by the Company pursuant to the Subscription Agreement, dated as of March 13, 2018, between the Company and the other parties thereto, (y) up to $400.0 million aggregate principal amount of term loans and (z) up to $150.0 million aggregate principal amount of revolving loans and letters of credit, in each case, and any Refinancing thereof and (ii) no Secured Debt may be increased, extended, renewed, replaced, restated, supplemented, restructured, refunded, refinanced or otherwise amended from time to time (each, a “Refinancing”) if after giving effect to any such Refinancing, such Indebtedness would have an aggregate

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principal amount greater than the sum of (x) the aggregate principal amount of the Secured Debt that is the subject of such Refinancing (or, if such Secured Debt is issued with original issue discount, the aggregate accreted value) as of the date of such proposed Refinancing, (y) the amount of accrued but unpaid interest thereon and any premium (including any tender premium) required to be paid thereon (as reasonably determined by the issuer thereof) in connection with such Refinancing and (z) the amount of reasonable fees, expenses and defeasance costs relating to the Refinancing of such Secured Debt.

Application of Proceeds

The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies (collectively, the “Collateral Proceeds”) shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to the Pledge Agreement, as follows:

For purposes of the immediately preceding paragraph, “Pro Rata Share” shall mean, when calculating a Secured Party’s portion of any distribution or amount, that amount (expressed as a percentage) equal to a fraction, the numerator of which is the then unpaid amount of such Secured Party’s Secured Obligations, and the denominator of which is the then outstanding amount of all Secured Obligations.

All payments required to be made under this “Application of Proceeds” shall be made (x) if to the Holders of the Notes or the Trustee, to the Trustee for the account of the Holders of the Notes and the Trustee in accordance with the Indenture, and (y) if to any holder of Additional Secured Obligations to the representative for such holders for the account of such holders in accordance with the terms of the agreements or instruments that govern or evidence the Additional Secured Obligations of such holders.

Covenant Regarding GCI

Seaspan Investment shall not permit GCI to issue any additional limited liability company interests unless such additional limited liability company interests are issued to Seaspan Investment, the Company or any Subsidiary of the Company and a lien on and security interest in all of the right, title and interest of Seaspan Investment, the Company or such Subsidiary of the Company, as applicable, over such additional limited liability company interests is pledged, assigned and granted to the Collateral Agent for the ratable benefit of the Collateral Agent, the Trustee and the Holders of the Notes.

Instructing Group

The Collateral Agent shall act or omit to act in relation to the Collateral in accordance with the instructions of the holders of a majority in aggregate principal amount of the then outstanding Notes and the Additional Secured Debt, if any, voting together as a single class (the “Instructing Group”), and prior to taking any action or omitting to take any action hereunder (both before and after an Event of Default) the Collateral Agent shall be entitled to request and rely upon the written direction of the Instructing Group. If the Collateral Agent shall not have received instructions in accordance with the Pledge Agreement from the Instructing Group, it shall be under

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no duty to take or refrain from taking such action and it shall incur no liability therefor. For purposes of determining whether the holders of a majority in aggregate principal amount of the then outstanding Notes and the Additional Secured Debt have provided an instruction, the Trustee and each representative of the holders of Additional Secured Debt shall provide to the Collateral Agent the following information with respect to the Secured Debt for which it represents: (i) the aggregate principal amount of such outstanding Secured Debt, and (ii) the aggregate principal amount of such Secured Debt held by the holders that provided such instruction. The Collateral Agent may conclusively rely on the information provided by each representative of holders of Additional Secured Debt pursuant to this paragraph and shall incur no liability for acting in reliance thereon. In the event that the Trustee or a representative of the holders of Additional Secured Debt does not provide any of the information required to be provided by it pursuant to this paragraph, then the Collateral Agent shall be entitled to refrain from taking any action with respect to such instruction and shall incur no liability for so refraining. For purposes of the Trustee and each representative of the holders of Additional Secured Debt providing the information in (i) and (ii) in this paragraph, any Notes or Additional Secured Debt held by the Company, Seaspan Investment or any other Affiliate of the Company shall be deemed not to be outstanding; provided, however, that in providing such information, the Trustee and each representative of the holders of Additional Secured Debt shall be entitled to assume that no Notes and Additional Secured Debt are held by the Company, Seaspan Investment or any other Affiliate of the Company unless it shall have received written notice from the Company or Seaspan Investment thereof; provided further that in no event shall the Collateral Agent be responsible or liable for determining whether any Notes or Additional Secured Debt is held by the Company, Seaspan Investment or any other Affiliate of the Company.

As between the Holders of the Notes and the holders of Additional Secured Debt, only the Instructing Group shall have the right to direct the Collateral Agent in conducting foreclosures and in taking other actions with respect to the Collateral or an Event of Default. The Instructing Group shall have the sole right to instruct the Collateral Agent to act or refrain from acting with respect to the Collateral, and the Collateral Agent shall not follow any instructions with respect to such Collateral from any other person. No authorized representative of any Secured Debt (other than the Instructing Group) will instruct the Collateral Agent to commence any judicial or non-judicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interests in or realize upon, or take any other action available to it in respect of, the Collateral.

Release of Collateral

Seaspan Investment shall be entitled to the release any lien on the Collateral that secures the Indenture Obligations (i) upon the satisfaction and discharge of the Indenture Obligations held by the Holders of the outstanding Notes or (ii) if consented to by the Holders of each Outstanding Note. For the avoidance of doubt, any termination of any lien on the Collateral that secures, or partial termination of this Agreement with respect to, the Indenture Obligations shall not shall not amend, modify or prejudice the rights of the holders of any Additional Secured Obligations under the Pledge Agreement unless certain other conditions are satisfied.

Optional Redemption

Optional redemption for changes in withholding taxes

The Company may redeem the Notes, at its option, at any time in whole but not in part, upon not less than 30 nor more than 60 days’ irrevocable notice by the Company, at a redemption price equal to 100% of the outstanding principal amount of Notes, plus accrued and unpaid interest (if any) to, but excluding, the applicable redemption date and all Additional Amounts (if any) then due and which will become due on the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof), in the event that the Company determines in good faith that the Company has become or would become obligated to pay, on the next

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date on which any amount would be payable with respect to the Notes, Additional Amounts and such obligation cannot be avoided by taking reasonable measures available to the Company (including making payment through a paying agent located in another jurisdiction), as a result of:

Notwithstanding the foregoing, no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Company would be obligated to pay Additional Amounts if a payment in respect of the Notes were then due. Before the Company delivers such notice of redemption of the Notes, the Company will deliver to the Trustee and paying agent (a) an Officer’s Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred and (b) an opinion of a nationally recognized independent legal counsel that the Company has or will become obligated to pay Additional Amounts as a result of the circumstances referred to in clause (1) or (2) of the preceding paragraph.

The Trustee and paying agent will accept and will be entitled to conclusively rely upon the Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which case they will be conclusive and binding on the Holders.

Optional Redemption

On or after February 14, 2023, the Notes will be redeemable in whole or in part at any time and from time to time, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest (if any) to but excluding the redemption date.

Notice of Redemption, Payment of Interest and Selection

Notice of redemption shall be given not less than 30 nor more than 60 days prior to the redemption date to the Holders of the Notes. Any notice that is mailed to the Holder of the Notes in the manner provided in the Indenture shall be conclusively presumed to have been duly given, whether or not such Holder receives the notice.

All notices of redemption shall state:

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Notice of redemption having been given as aforesaid, the Notes so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Company shall default in the payment of the redemption price and accrued interest) such Notes shall cease to bear interest. Upon surrender of any such Note for redemption in accordance with said notice, such Note shall be paid by the Company at the redemption price, together with any accrued interest and Additional Amounts to the redemption date; provided, however, that, except as otherwise specified in or pursuant to the Indenture or the Notes, installments of interest on Notes whose Stated Maturity is on or prior to the redemption date shall be payable to the Holders of such Notes registered as such at the close of business on the regular record dates therefor according to their terms and the provisions of the Indenture.

If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium, until paid, shall bear interest from the redemption date at the rate prescribed therefor in the Note.

If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected not more than 60 days prior to the redemption date by the Trustee from the Outstanding Notes not previously called for redemption: (i) by lot or such other similar method in accordance with applicable procedures of the Depository (if the Notes are global notes), or (ii) if there are no such requirements of the Depository, on a pro rata basis and in compliance with any applicable stock exchange rules; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $1,000.

Any Note which is to be redeemed only in part shall be surrendered at any office or agency for such Note (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, containing identical terms and provisions, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered.

Open Market Repurchases

Notwithstanding any provision in the Indenture to the contrary, the Company and its Affiliates may purchase Notes from investors who are willing to sell from time to time, either in the open market at prevailing prices or in private transactions at negotiated prices. Notes that the Company or any of its Affiliates purchase will be cancelled.

Change of Control and Annual Put Right

Change of Control

If a Change of Control occurs at any time, Holders will have the right, at their option, to require the Company to purchase for cash any or all of the Notes, or any portion of the principal amount thereof, that is equal to $1,000 or an integral multiple of $1,000. The price the Company is required to pay (the “Change of Control

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Purchase Price”) is equal to 101% of the principal amount of the Notes to be purchased plus accrued and unpaid interest to but excluding the Change of Control Purchase Date (unless the Change of Control Purchase Date is after a record date and on or prior to the interest payment date to which such record date relates, in which case the Company will instead pay the full amount of accrued and unpaid interest to the Holder on such record date and the Change of Control Purchase Price will be equal to 101% of the principal amount of the Notes to be purchased). The “Change of Control Purchase Date” will be a date specified by the Company that is not less than 35 or more than 60 calendar days following the date of the Change of Control notice as described below. Any Notes purchased by the Company will be paid for in cash. A “Change of Control” will be deemed to have occurred at the time after the Notes are originally issued if:

On or before the 20th day after the occurrence of a Change of Control, the Company will provide to all Holders and the Trustee and paying agent a notice of the occurrence of the Change of Control and of the resulting purchase right. Such notice shall state, among other things: (i) the events causing a Change of Control; (ii) the date of the Change of Control; (iii) the last date on which a Holder may exercise the repurchase right; (iv) the Change of Control Purchase Price; (v) the Change of Control Purchase Date; (vi) the name and address of the paying agent; and (vii) the procedures that Holders must follow to require the Company to purchase their Notes.

To exercise the Change of Control purchase right, Holders must deliver, on or before the business day immediately preceding the Change of Control Purchase Date, the Notes to be purchased, duly endorsed for transfer, together with a written purchase notice and the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Notes duly completed, to the paying agent. The purchase notice must state: (i) if certificated, the certificate numbers of the Notes to be delivered for purchase or if not certificated, the notice must comply with appropriate Depository procedures; (ii) the portion of the principal amount of Notes to be purchased, which must be $1,000 or a multiple thereof; and (iii) that the Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and the Indenture.

Holders may withdraw any purchase notice (in whole or in part) by a written notice of withdrawal delivered to the paying agent prior to the close of business on the business day immediately preceding the Change of Control Purchase Date. The notice of withdrawal shall state: (i) the principal amount of the withdrawn Notes; (ii) if certificated Notes have been issued, the certificate numbers of the withdrawn Notes, or if not certificated, the notice must comply with appropriate Depository procedures; and (iii) the principal amount, if any, which remains subject to the purchase notice.

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On each Change of Control Purchase Date, the Company will, to the extent lawful, (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the applicable Change of Control offer made by the Company, (ii) deposit with the paying agent at least one business day prior to the Change of Control Purchase Date an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of Notes properly tendered pursuant to the applicable Change of Control offer made by the Company and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. If the paying agent holds money or securities sufficient to pay the Change of Control Purchase Price of the Notes on the Change of Control Purchase Date, then: (i) the Notes will cease to be outstanding and interest will cease to accrue (whether or not book-entry transfer of the Notes is made or whether or not the Notes are delivered to the paying agent); and (ii) all other rights of the Holder will terminate (other than the right to receive the Change of Control Purchase Price).

In connection with any purchase offer pursuant to a Change of Control purchase notice, the Company will, if required, comply with the provisions of the tender offer rules under the Exchange Act that may then be applicable and file a Schedule TO or any other required schedule under the Exchange Act. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Notes by virtue of such conflicts.

No Notes may be purchased at the option of Holders upon a Change of Control if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date.

Annual Put Right

While the covenant described below and certain related provisions elsewhere in this “Description of the New Exchange Notes” are not currently a part of the Indenture and no Holder of a Note has an Annual Put Right (as defined below), the Company and the requisite holders of its Notes have agreed, subject to the satisfaction of certain conditions, to cause this covenant to be added to the Indenture, such event is expected to occur in July of 2018; however, no assurance can be given as to whether such conditions will be satisfied or this covenant will be so added during such month or ever. Consequently, no investor in the New Exchange Notes should assume that this covenant and the other provisions related thereto will in fact be included in the Indenture or the Notes.

Once a year, each Holder will have the right (the “Annual Put Right”), at its option, to require the Company to purchase for cash any or all of the Notes held by such Holder, or any portion of the principal amount thereof, that is equal to $1,000 or an integral multiple of $1,000 pursuant to this “—Annual Put Right”. The price the Company is required to pay (the “Annual Put Right Purchase Price”) is equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest to but excluding the Annual Put Right Purchase Date. The “Annual Put Right Purchase Date” will be on the anniversary of the Issue Date that immediately follows the Annual Put Right Election Deadline (unless the Annual Put Right Purchase Date is not a business day, in which case the Annual Put Right Purchase Date shall be the immediately succeeding business day of such anniversary of the Issue Date). Any Notes purchased by the Company will be paid for in cash.

To exercise the Annual Put Right, Holders must irrevocably deliver to the paying agent, (i) on or after September 17 of any year (commencing with September 17, 2018) and on or prior to October 17 (the “Annual Put Right Election Deadline”) of such year, a written purchase notice and (ii) on or before the second business day prior to the Annual Put Right Purchase Date, the Notes to be purchased, duly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse side of the Notes duly completed. The purchase notice must state: (i) if certificated, the certificate numbers of the Notes to be delivered for purchase or if not certificated, the notice must comply with appropriate Depository procedures; (ii) the portion of the principal amount of Notes to be purchased, which must be $1,000 or a multiple thereof; and (iii) that the Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and the Indenture.

Holders may not withdraw or revoke any purchase notice (in whole or in part) or withdraw any Notes or any portion thereof so delivered pursuant to the immediately preceding paragraph.

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On each Annual Put Right Purchase Date, the Company will (i) accept for payment all Notes or portions of Notes properly delivered pursuant to the related Annual Put Right, (ii) deposit with the paying agent at least one business day prior to such Annual Put Right Purchase Date an amount equal to the Annual Put Right Purchase Price in respect of all Notes or portions of Notes properly delivered and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased. If the paying agent holds money or securities sufficient to pay the Annual Put Right Purchase Price of the Notes on such Annual Put Right Purchase Date, then: (i) the Notes will cease to be outstanding and interest will cease to accrue (whether or not book-entry transfer of the Notes is made or whether or not the Notes are delivered to the paying agent); and (ii) all other rights of the Holder will terminate (other than the right to receive the Annual Put Right Purchase Price).

Notwithstanding anything to the contrary in this “—Annual Put Right”, (i) no Notes may be purchased at the option of Holders pursuant to the exercise of the Annual Put Right in any year if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Annual Put Right Election Deadline occurring during such year; and (ii) if the principal amount of the Notes has been accelerated at any time following the delivery of any Notes or portion thereof pursuant to the second paragraph of this “—Annual Put Right” and on or prior to the applicable Annual Put Right Purchase Date, any Notes or portions thereof so delivered shall be returned to the Holder thereof that delivered the same to the paying agent and no such Notes or portions thereof shall be purchased pursuant to the Annual Put Right.

Certain Covenants

Limitation on Borrowings

The Company shall not permit Total Borrowings to equal or exceed 65% of Total Assets.

Limitation on Minimum Net Worth

The Company shall ensure that its Net Worth always exceeds $450.0 million.

Negative Pledge

The Company shall not, directly or indirectly, create, assume or permit to exist any security or lien of any nature whatsoever on any of its assets, whether now owned or hereafter acquired, other than Permitted Security.

Financial Reports

During the period that any Cross Default exists, at the request of any Holder, the Company shall provide, to the extent that it is not prevented or restricted from doing so by the provisions of any relevant Credit Facility, to such Holder any report or other information that is provided to any lender or other financier under the Credit Facility giving rise to the Cross Default. As a condition to the receipt of such report or other information, such Holder must agree not to disclose such report or information to any third party or to purchase or sell any of the Company’s securities on the basis of any material, nonpublic information included in such report or other information.

The Company shall provide unaudited financial statements to the Holders for the first three fiscal quarters of each fiscal year and audited annual financial statements for each fiscal year, all on a timely basis and in no case later than 60 days after the end of each of the first three fiscal quarters and 90 days after the end of the fiscal year, respectively. The Company shall also provide other financial information the Holders may reasonably request from time to time.

Restricted Payments

The Company will not, nor will the Company permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Company may make Restricted Payments payable solely in equity interests issued by the Company and not in cash (which shall include

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dividends paid in equity interests through the Company’s dividend reinvestment plan), (b) a Subsidiary of the Company may make Restricted Payments in cash to the Company or another Subsidiary of the Company and in each case to other owners of the equity of such Subsidiary on a pro rata basis and (c) the Company may make any other Restricted Payments in cash in accordance with applicable law so long as (i) after giving effect thereto no Default has occurred and is continuing and no Default will result therefrom and (ii) such payment is a Permitted Payment.

Subsidiary Guarantee

If the Company or any of its Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Company shall cause that newly acquired or created Subsidiary to execute a supplemental indenture pursuant to which it shall become a Guarantor and execute a joinder to the Registration Rights Agreement. Each future Guarantee by a Subsidiary shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Subsidiary without rendering the Guarantee, as it relates to such Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Notwithstanding anything to the contrary in this “—Subsidiary Guarantee”, (i) the Specified Entities (which term is defined to include GCI and its Subsidiaries set forth in a schedule to the Fourth Supplemental Indenture) shall not be required to provide a Guarantee and execute a joinder to the Registration Rights Agreement if doing so would cause such Specified Entity to breach a contractual obligation applicable to such Specified Entity as in effect as of March 13, 2018 (such contractual obligation an “Existing Obligation”); provided that if at any time a Specified Entity is able to provide a Guarantee without breaching an Existing Obligation, then the Company shall cause such Specified Entity to promptly (but in any event not later than 10 business days following the date on which such Existing Obligation ceases to be in effect) execute a supplemental indenture pursuant to which such Specified Entity shall become a Guarantor and execute a joinder to the Registration Rights Agreement and (ii) the Company shall, and shall cause Seaspan Crew Management India Private Ltd. (“Seaspan India”) to, use its commercially best efforts to cause Seaspan India to provide a valid Guarantee, which will include taking all commercially best efforts to apply for and obtain Indian regulatory approval to permit Seaspan India to provide a Guarantee. If such regulatory approval is obtained, the Company shall cause Seaspan India to promptly (but in any event not later than 10 business days following the date on which such regulatory approval is obtained) execute a supplemental indenture pursuant to which Seaspan India shall become a Guarantor and execute a joinder to the Registration Rights Agreement. The future Guarantee by (A) such Specified Entity shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Specified Entity without rendering the Guarantee, as it relates to such Specified Entity, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally and (B) Seaspan India shall be limited to an amount not to exceed the lesser of (x) the maximum amount that it can guarantee without rendering its Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally and (y) any limitation provided in, or pursuant to, such regulatory approval. For the avoidance of doubt, if such commercially best efforts shall have been made and such regulatory approval shall not have been obtained, then Seaspan India shall neither be required to become a Guarantor or provide a Guarantee.

Board Representation

The Initial Beneficial Owners shall have the right to designate (a) two members of the Board of Directors if at least $125.0 million aggregate principal amount of the Notes remain outstanding and (b) one member of the Board of Directors if less than $125.0 million aggregate principal amount of the Notes remain outstanding but greater than $50.0 million aggregate principal amount of the Notes remain outstanding (each, a “Noteholder Director”), in each case to be appointed to the Board of Directors promptly following such designation, and the Company shall cause such Noteholder Directors to be duly appointed or elected to the Board; provided, however, that such directors (x) must be reasonably qualified to serve as a member of the Board of Directors and (y) are not prohibited from acting as a member of the Board of Directors by any applicable law or regulation (including but not limited to U.S. securities laws and New York Stock Exchange regulations). In the event that any Noteholder Director resigns or is removed from office, the Company agrees to take all necessary actions to install, in lieu of such person, such new person on the Board of Directors as may be designated by the Initial Beneficial Owners, in accordance with this “—Board Representation”.

Compliance Measurement

Compliance with the financial covenants set forth in “—Limitation on Borrowings” and “—Limitation on Minimum Net Worth” above shall be measured on the last day of each of the Company’s fiscal quarters. Within

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60 days after the end of the first three fiscal quarters of each fiscal year and within 120 days after the end of each fiscal year, the Company shall deliver to the Trustee an Officer’s Certificate confirming compliance with each of the covenants in this “—Certain Covenants”. Each such Officer’s Certificate will be made available to the Holders of the Notes upon request to the Trustee. The Company shall mail, within 10 business days of the discovery thereof, to all Holders of the Notes and Trustee, notice of any Default in compliance with the covenants in this “—Certain Covenants”.

Reports by Company

The Company shall (i) file with the Commission within the time periods prescribed by its rules and regulations and applicable to the Company; and (ii) furnish to the Trustee and the Holders of the Notes within 15 days after the date on which the Company would be required to file the same with the Commission pursuant to its rules and regulations (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act), all quarterly and annual financial information to the extent required of the Company to be contained in Forms 20-F, 10-Q and 10-K and, with respect to the annual consolidated financial statements only, a report thereon by the Company’s independent auditors. The Company shall not be required to file any report or other information with the Commission if the Commission does not permit such filing, although such reports will be required to be furnished to the Trustee. Documents filed by the Company with the Commission via the EDGAR system will be deemed to have been furnished to the Trustee and the Holders of the Notes as of the time such documents are filed via EDGAR. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under the Indenture (as to which the Trustee is entitled to rely conclusively on Officers’ Certificates).

Company Statement as to Compliance; Notice of Certain Defaults

The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement (which need not be contained in or accompanied by an Officer’s Certificate) signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company, stating that

The Company shall deliver to the Trustee, within thirty days after the occurrence thereof, written notice of any Event of Default or any event which after notice or lapse of time or both would become an Event of Default pursuant to clause (4) of “Remedies—Events of Default” below, and the status thereof and what actions the Company is taking or proposes to take in respect thereof.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under the Indenture (as to which the Trustee is entitled to rely conclusively on Officers’ Certificates).

Consolidation, Merger and Sales

Company May Consolidate, Etc., Only on Certain Terms

The Company shall not consolidate with or merge with or into any other Person (whether or not affiliated with the Company), or sell, assign, convey, transfer or lease its properties and assets as an entirety or

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substantially as an entirety to any other Person (whether or not affiliated with the Company), and the Company shall not permit any other Person (whether or not affiliated with the Company) to consolidate with or merge into the Company or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Company; unless:

Successor Person Substituted for Company

Upon any consolidation by the Company with or merger of the Company into any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety to any Person in accordance with “—Company May Consolidate, Etc., Only on Certain Terms”, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor Person had been named as the Company in the Indenture; and thereafter, except in the case of a lease, the predecessor Person shall be released from all obligations and covenants under the Indenture and the Notes and other Securities.

Remedies

Events of Default

Each of the following is an “Event of Default” with respect to the Notes:

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Acceleration of Maturity; Rescission and Annulment

If an Event of Default (other than an Event of Default specified in clause (4) or (5) of “—Events of Default” above) occurs and is continuing, then the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare the principal of all the Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal shall become immediately due and payable.

If an Event of Default specified in clause (4) or (5) of “—Events of Default” above occurs, all unpaid principal of and accrued interest on the Outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of any Note.

At any time after a declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this “Remedies” provided, the Holders of not less than a majority in principal amount of the Outstanding Notes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Notwithstanding the foregoing, at the election of the Company, the sole remedy with respect to an Event of Default for the failure by the Company to comply with its obligations under Section 314(a)(1) of the Trust

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Indenture Act relating to the Company’s failure to file any documents or reports that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act or of its covenants set forth in “Certain Covenants—Reports by Company” (any such Event of Default, a “Reporting Default”), shall, after the occurrence of such Reporting Default consist exclusively of the right to receive additional interest (the “Additional Interest”) on the Notes at an annual rate equal to (i) 0.25% of the principal amount of the Notes for each day during the 90 calendar day period beginning on, and including, the date on which such Reporting Default first occurs and on which such Reporting Default is continuing and (ii) 0.50% of the principal amount of the Notes for each day during the 90 calendar day period beginning on, and including, the 91st day following the date on which such Reporting Default first occurs and on which such Reporting Default is continuing. If the Company so elects, the Additional Interest shall accrue on all Outstanding Notes from and including the date on which such Reporting Default first occurs until such violation is cured or waived and shall be payable as provided in the provision of the Indenture relating to the payment of interest and certain additional amounts and rights thereto being preserved. On the 181st day after such Reporting Default (if such violation is not cured or waived prior to such 181st calendar day), then the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare the principal of all the Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal or such lesser amount shall become immediately due and payable.

If the Company elects to pay the Additional Interest as the sole remedy for the Reporting Default, the Company shall notify in writing, by a certificate, the Holders, the paying agent and the Trustee of such election at any time on or before the close of business on the fifth business day prior to the date on which such Event of Default would otherwise occur. Unless and until a responsible officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that Additional Interest is not payable. The Company shall pay the Additional Interest semi-annually in arrears, with the first semi-annual payment due on the first interest payment date following the date of such Reporting Default, in the same manner as described on the face of the Note.

Application of Money Collected

Any money collected by the Trustee pursuant to this “Remedies” shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal, or any premium, interest or Additional Amounts, upon presentation of the Notes, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

Limitations on Suits

No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy under the Indenture, unless

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Unconditional Right of Holders to Receive Principal and Any Premium, Interest and Additional Amounts

Notwithstanding any other provision in the Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of, any premium and (subject to the provisions of the Indenture relating to the registration, transfer and exchange of Notes and the payment of interest and certain additional amounts and rights thereto being preserved) interest on, and any Additional Amounts with respect to, such Note on the respective Stated Maturity or Maturities therefor specified in such Note (or, in the case of redemption, on the redemption date or, in the case of repayment at the option of such Holder if provided in or pursuant to the Indenture, on the date such repayment is due) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

Control by Holders of Notes

The Holders of a majority in principal amount of the Outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, provided that

Waiver of Past Defaults

The Holders of not less than a majority in principal amount of the Outstanding Notes on behalf of the Holders of all the Notes may waive any past default under the Indenture and its consequences, except a default

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Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Satisfaction and Discharge of Indenture; Defeasance

Satisfaction and Discharge

Upon written direction of the Company as provided in the Indenture, the Indenture shall cease to be of further effect, and the Trustee, on receipt of such written direction, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture, when

Notwithstanding the satisfaction and discharge of the Indenture, the obligations of the Company to the Trustee under the provisions of the Indenture relating to the Trustee’s right to compensation, reimbursement and indemnity from the Company and, if money shall have been deposited with the Trustee pursuant to clause (1)(b) of the immediately preceding paragraph, the obligations of the Company and the Trustee under provisions of the Indenture relating to (A) registration, transfer and exchange of the Notes, (B) mutilated, destroyed, lost or stolen Notes, (C) application of trust money, (D) maintenance of an office or agency for payment on or presentment of the Notes and (E) the holding of moneys in trust for payment on the Notes, with respect to the payment of Additional Amounts, if any, (but only to the extent that the Additional Amounts payable with respect to such Notes exceed the amount deposited in respect of such Additional Amounts pursuant to clause (1)(b) of the immediately preceding paragraph) shall survive the satisfaction and discharge of the Indenture.

Defeasance and Covenant Defeasance

The Company may at its option, at any time, elect to have defeasance or covenant defeasance pursuant to the second or third paragraph, respectively of this “—Defeasance and Covenant Defeasance” be applied upon compliance with the conditions set forth below in this “—Defeasance and Covenant Defeasance”.

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Upon the Company’s exercise of the above option applicable to this paragraph, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Notes on the date the conditions set forth in the fourth paragraph of this “—Defeasance and Covenant Defeasance” are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Outstanding Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of the provisions of the Indenture referred to in clauses (i) and (ii) below, and to have satisfied all of its other obligations under the Notes, and the Indenture (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged under the Indenture: (i) the rights of Holders of the Outstanding Notes to receive, solely from the trust fund described in the fourth paragraph of this “—Defeasance and Covenant Defeasance” and as more fully set forth in such paragraph, payments in respect of the principal of (and premium, if any) and interest, if any, on, and Additional Amounts, if any, with respect to, the Notes when such payments are due, (ii) the obligations of the Company and the Trustee under provisions of the Indenture relating to (A) registration, transfer and exchange of the Notes, (B) mutilated, destroyed, lost or stolen Notes, (C) maintenance of an office or agency for payment on or presentment of the Notes and (D) the holding of moneys in trust for payment on the Notes and with respect to the payment of Additional Amounts, if any, on the Notes (but only to the extent that the Additional Amounts payable with respect to the Notes exceed the amount deposited in respect of such Additional Amounts pursuant to clause (a) of the fourth paragraph of this “—Defeasance and Covenant Defeasance”), (iii) the rights, powers, trusts, duties and immunities of the Trustee under the Indenture and (iv) this “—Defeasance and Covenant Defeasance”. The Company may exercise its option under this second paragraph of this “—Defeasance and Covenant Defeasance” notwithstanding the prior exercise of its option under the third paragraph of this “—Defeasance and Covenant Defeasance”.

Upon the Company’s exercise of the option to have this third paragraph of this “—Defeasance and Covenant Defeasance” apply, (i) the Company shall be released from its obligations under the covenants set forth under “Change of Control and Annual Put Right” and “Certain Covenants” and (ii) the Events of Default set forth in clauses (4) (but only with respect to Significant Subsidiaries), (5) (but only with respect to Significant Subsidiaries), (6), (7) and (9) under “Remedies—Events of Default” shall not longer constitute Events of Default, on and after the date the conditions set forth in the fourth paragraph of this “—Defeasance and Covenant Defeasance” are satisfied (hereinafter, “covenant defeasance”), and the Notes shall thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with any such obligation or covenant, but shall continue to be deemed “Outstanding” for all other purposes under the Indenture. For this purpose, such covenant defeasance means that the Company may omit to comply with, and shall have no liability in respect of, any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere in the Indenture to any such provision or such other covenant or by reason of reference in any such covenant to any other provision in the Indenture or in any other document and such omission to comply shall not constitute a default or an Event of Default under clause (3) of “Remedies—Events of Default” or otherwise and the specified Events of Default shall not longer constitute Events of Default, as the case may be, but, except as specified above, the remainder of the Indenture and the Notes shall be unaffected thereby.

The following shall be the conditions to application of the second or third paragraph of this “—Defeasance and Covenant Defeasance”:

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Supplemental Indentures

Except as provided in the next three succeeding paragraphs, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes, including consents obtained in connection with a tender offer or exchange offer, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Notes

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Without the consent of the Holder of each Outstanding Note, no such supplemental indenture shall:

With the consent of the Holders of each Note, including consents obtained in connection with a tender offer or exchange offer, the Company and the Trustee and/or the Collateral Agent, as applicable, may or may cause Seaspan Investment to enter into an amendment, supplement or waiver to the Pledge Agreement or the provisions in the Indenture dealing with the Collateral or the Pledge Agreement, as applicable.

Notwithstanding the preceding two paragraphs, without the consent of any Holders of the Notes, the Company, each Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, for any of the following purposes:

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Trust Indenture Act Controls

If any provision of the Indenture limits, qualifies or conflicts with another provision that is required or deemed to be included in the Indenture by the TIA, the required or deemed provision shall control.

Judgment Currency

The Company and each of the Guarantors agrees, to the fullest extent that it may effectively do so under applicable law, that (i) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of, or premium or interest, if any, or Additional Amounts on the Notes or any indemnities due hereunder from the Company or any Guarantor (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the requisite amount of the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which a final unappealable judgment is given and (ii) its obligations under the Indenture to make payments in the Required Currency (a) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with clause (i)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (b) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (c) shall not be affected by judgment being obtained for any other sum due under the Indenture. For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to be closed.

Governing Law

The Notes, the Guarantees, the Pledge Agreement and the Indenture are governed by the laws of the State of New York.

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The Trustee

The Indenture provides that, except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default, the Trustee will exercise such rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

The Indenture and the provisions of the TIA contain certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the TIA, the Trustee will be permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict or resign.

Limitation on Individual Liability

No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in any Note, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, officer or director, as such, past, present or future, of the Company, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that the Indenture and the obligations issued under the Indenture are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, shareholders, officers or directors, as such, of the Company, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in the Indenture or in any Note or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, shareholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in the Indenture or in any Note or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the issuance of the Exchange Notes.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the covenants and other provisions of the Indenture. Reference is made to the Indenture for the full definitions of all terms as well as any other capitalized term used herein for which no definition is provided.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have the meanings correlative to the foregoing.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereinafter in effect, or any successor statute.

“Bankruptcy Law” means the Bankruptcy Code and any other federal, state or foreign bankruptcy, insolvency, receivership or similar law.

“Capital Distribution Amount” means 75% of the cumulative Net Profit for the period (taken as one accounting period) from the beginning of the fiscal quarter in which the Issue Date occurs to the last day of the most recent fiscal quarter for which financial statements are available, less the aggregate amount of Permitted Payments

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made, over the period beginning on the Issue Date and ending immediately before such payment, under clauses (b), (c), (e) and (f) of the definition of Permitted Payments, other than those payments under clause (e) that are funded entirely from the net cash proceeds of the issuance and sale by the Company of Common Stock of the Company and/or another series of Preferred Stock of the Company that is comparable to the Preferred Stock of the Company being retired, repurchased or redeemed.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including Preferred Stock, but excluding any debt securities convertible into such equity.

“Cash and Cash Equivalents” means, as of a given date, the Company’s cash and cash equivalents as determined in accordance with U.S. GAAP.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of the Indenture such Commission is not existing and performing the duties now assigned to it under the TIA, then the body performing such duties at such time.

“Continuing Director” means a director who either was a member of the Board of Directors on the issue date of the Notes or who becomes a member of the Board of Directors subsequent to that date and whose election, appointment or nomination for election by the Company’s stockholders is duly approved by a majority of the continuing directors on the Board of Directors at the time of such approval, either by a specific vote or by approval of the proxy statement issued by the Company on behalf of the entire Board of Directors in which such individual is named as nominee for director.

“Corporation” includes corporations and limited liability companies and, except for purposes of “Consolidation, Merger and Sales”, associations, companies and business trusts.

“Credit Facility” means, with respect to the Company or any Subsidiary of the Company, any debt or commercial paper facilities with banks or other lenders providing for revolving credit or term loans or any agreement treated as a finance or capital lease in accordance with U.S. GAAP.

“Cross Default” means, a default by the Company under any Credit Facility if such default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on outstanding indebtedness under such Credit Facility (other than Non-Recourse Liabilities of any Subsidiary of the Company) prior to the expiration of the grace period for payment of such indebtedness set forth in such Credit Facility (“payment default”); or (b) results in the acceleration of such indebtedness prior to its maturity; and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates $25 million or more.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Depository” means, with respect to any Note issuable or issued in the form of one or more global Notes, the Person designated as Depository by the Company in or pursuant to the Indenture, which Person must be, to the extent required by applicable law or regulation, a clearing agency registered under the Securities Exchange Act of 1934, as amended, and, if so provided with respect to any Note, any successor to such Person. If at any time there is more than one such Person, “Depository” shall mean, with respect to the Notes, the qualifying entity which has been appointed with respect thereto.

“Dollars” or “$” means a dollar or other equivalent unit of legal tender for payment of public or private debts in the United States of America.

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“DTC” mean The Depository Trust Company.

“Euroclear” means Euroclear Bank SA/NV or any successor clearing agency.

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

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Financial Indebtedness” means any indebtedness for or in respect of:

“GCI Subsidiary” means any of (a) GC Intermodal Holding Company XXII Ltd., (b) GC Intermodal Intermediate Holding Company XXII Ltd., (c) GC Intermodal XXII Ltd., (d) GC Intermodal Holding Company XXIII Ltd., (e) GC Intermodal Intermediate Holding Company XXIII Ltd. or (f) GC Intermodal XXIII Ltd.

“Government Obligations” means securities which are (i) direct obligations of the United States of America, where the payment or payments thereunder are supported by the full faith and credit of such government or governments or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the United States of America, and which, in the case of (i) or (ii), are not callable or redeemable at the option of the issuer or issuers thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of or other amount with respect to any such Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of or other amount with respect to the Government Obligation evidenced by such depository receipt.

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“Immaterial Subsidiary” means any Subsidiary of the Company that is not a Significant Subsidiary.

“Indebtedness” means, with respect to any Person, (i) the principal of and any premium and interest on (a) indebtedness of such Person for money borrowed and (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (ii) all capitalized lease obligations of such Person; (iii) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business); (iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in (i) through (iii) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third business day following receipt by such Person of a demand for reimbursement following payment on the letter of credit); (v) all obligations of the type referred to in clauses (i) through (iv) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable as obligor, guarantor or otherwise; (vi) all obligations of the type referred to in clauses (i) through (v) of other Persons secured by any lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets or the amount of the obligation so secured; and (vii) any amendments, modifications, refundings, renewals or extensions of any indebtedness or obligation described as Indebtedness in clauses (i) through (vi) above.

“Indenture Obligations” means the obligations of the Company and any other obligor under the Indenture or under the Notes, including any Guarantor, to pay principal of, premium, if any, and interest when due and payable, and all other amounts due or to become due under or in connection with the Indenture and the Notes and the performance of all other obligations to the Trustee and the Holders under the Indenture and the Notes, according to the respective terms of the Indenture and the Notes.

“Initial Beneficial Owners” means Northbridge General Insurance Corporation, Odyssey Reinsurance Company, Allied World Assurance Company, Ltd., United States Fire Insurance Company, RiverStone Insurance Limited and Zenith Insurance Company.

“Initial Guarantors” means the Subsidiaries of the Company listed in this Form F-4 as “Additional Registrants”.

“Intangible Assets” means, in respect of the Company as of a given date, the intangible assets of the Company of the types, if any, presented in the Company’s consolidated balance sheet.

“Issue Date” means February 14, 2018.

“Maturity,” with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as provided in or pursuant to the Base Indenture or any supplemental indenture thereto, whether at the Stated Maturity or by declaration of acceleration, notice of redemption or repurchase, notice of option to elect repayment or otherwise, and includes any applicable redemption date.

“Net Profit” means, for any period, the consolidated net profit (or loss) of the Company calculated on a consolidated basis and in accordance with U.S. GAAP after deducting any dividends paid on Preferred Stock, but excluding without duplication

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provided, however, that such amounts or charges shall be, where applicable, net of any tax or tax benefit (less all fees and expenses relating to such transaction) resulting therefrom.

“Net Worth” means, as of a given date, the result of, without duplication:

“Non-Recourse Liabilities” means, in respect of the Company or any Subsidiary thereof as of a given date, the non-recourse liabilities as described in clauses (a) through (h) of the definition of Total Borrowings that neither the Company nor any other Subsidiary thereof provides any credit support of any kind to or is directly or indirectly liable as a guarantor or otherwise, other than a pledge of the equity interests in the Non-Recourse Subsidiary.

“Non-Recourse Subsidiary” means any Subsidiary of the Company that has only Non-Recourse Liabilities or other liabilities as to which neither the Company nor any other Subsidiary thereof provides any credit support of any kind to or is directly or indirectly liable as a guarantor or otherwise, other than a pledge of the equity interests in the Non-Recourse Subsidiary.

“Notes” means the 5.50% Senior Notes due 2025 of the Company issued on the Issue Date, including any Exchange Notes issued in exchange therefor.

“Outstanding,” when used with respect to any Notes, means, as of the date of determination, all such Notes theretofore authenticated and delivered under the Indenture, except:

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provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders of Notes for quorum purposes, (i) the principal amount of a Note issued with original issue discount that may be counted in making such determination and that shall be deemed to be Outstanding for such purposes shall be equal to the amount of the principal thereof that pursuant to the terms of such Note issued with original issue discount would be declared (or shall have been declared to be) due and payable upon a declaration of acceleration thereof pursuant to “Remedies—Acceleration of Maturity; Rescission and Annulment” at the time of such determination, and (ii) Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making any such determination or relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a responsible officer of the Trustee has received written notice from the Company to be so owned shall be so disregarded. Notes so owned which shall have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee (a) the pledgee’s right so to act with respect to such Notes and (b) that the pledgee is not the Company or any other obligor upon the Notes or an Affiliate of the Company or such other obligor. Upon request of the Trustee, the Company shall promptly furnish to the Trustee an Officer’s Certificate: (i) listing and identifying all Notes, if any, known by the Company to be owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or such other obligor, and (ii) whether any such Notes so owned shall have been pledged in good faith to a pledgee that is not the Company or any other obligor upon the Notes or an Affiliate of the Company or such other obligor, and the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are Outstanding for the purpose of any such determination.

“Participant” means, with respect to the Depository, Euroclear or Clearstream, a Person who has an account with the Depository, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Holders” means any of (a) Kyle Washington, Kevin Washington, Dennis Washington or any of their estates, spouses, and/or descendants; (b) any trust for the benefit of the persons listed in clause (a); (c) an Affiliate of any of the persons listed in (a) or (b) above and (d) the Initial Beneficial Owners and their respective Affiliates.

“Permitted Payment” means:

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“Permitted Security” means:

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“Person” means any individual, Corporation, partnership, joint venture, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Preferred Stock” in respect of any Corporation means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Corporation, over shares of Capital Stock of any other class of such Corporation.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of February 14, 2018, among the Company and the other parties thereto.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any shares of any class of capital stock of or other ownership interests in the Company or any Subsidiary of the Company, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares of capital stock of or other ownership interests in the Company or any Subsidiary of the Company or any option, warrant or other right to acquire any such shares of capital stock of or other ownership interests in the Company or any Subsidiary of the Company.

“Secured Parties” means, collectively, the Collateral Agent, the Trustee, the Holders of the Notes, the holders of Additional Secured Debt and the representatives thereof.

“Security” or “Securities” means any Note or Notes or any other note or notes, bond or bonds, debenture or debentures, or any other evidences of Indebtedness, as the case may be, authenticated and delivered under the Base Indenture; provided, however, that, if at any time there is more than one Person acting as trustee under the Base Indenture, “Securities,” with respect to any such Person, shall mean Securities authenticated and delivered under the Base Indenture, exclusive, however, of Securities of any series as to which such Person is not acting as trustee.

“Significant Subsidiaries” or “Significant Subsidiary” means the “significant subsidiaries” or any “significant subsidiary” of the Company, as defined in Rule 1-02(w) of Regulation S-X under the Securities Act of 1933, as amended.

“Stated Maturity,” with respect to any Security or any installment of principal thereof or interest thereon, or any Additional Amounts with respect thereto, means the date established by or pursuant to the Base Indenture, any supplemental indenture thereto or such Security as the fixed date on which the principal of such Security or such installment of principal or interest is, or such Additional Amounts are, due and payable.

“Subsidiary” means, in respect of any Person, any Corporation, limited or general partnership or other business entity of which at the time of determination more than 50% of the voting power of the shares of its Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is owned or controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.

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“Total Assets” means, in respect of the Company on a consolidated basis, as of a given date the aggregate of the following, without duplication:

“Total Borrowings” means, in respect of the Company on a consolidated basis, as of a given date the aggregate of the following, without duplication:

Notwithstanding the foregoing, “Total Borrowings” shall not include any of the following:

“U.S. GAAP” means generally accepted accounting principles in the United States of America.

“Voting Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person.

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