Exhibit 4.1

Execution Version

AGREEMENT AND AMENDMENT NO. 3 TO ACQUISITION AGREEMENT

This Agreement and Amendment No. 3 to Acquisition Agreement (this “Amendment”) is entered into as of April __, 2021, by and among Apple Bidco Limited, a private limited company organized and existing under the laws of England and Wales (the “Company”), Atlas Corp., a corporation organized and existing under the laws of the Republic of the Marshall Islands (“Purchaser”), and Fairfax Financial Holdings Limited, in its individual capacity and in its capacity as the Seller Representative, the “Seller Representative.” Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Acquisition Agreement (as defined below).

RECITALS

WHEREAS, the Company, Purchaser and the Seller Representative, entered into that certain Acquisition Agreement, dated as of November 20, 2019, by and among (i) the entities listed on Exhibit A thereto under the heading “Fairfax,” including Fairfax Financial Holdings Limited (collectively, the “Fairfax Parties”), (ii) ACM Energy Holdings I Ltd. and ACM Apple Holdings I, LP, (iii) JCLA Cayman Limited, (iv) the Company, (v) Seaspan Corporation, (vi) Purchaser and (vii) the Seller Representative, as amended by that certain Amendment No. 1 and Waiver to the Acquisition Agreement, dated as of February 21, 2020, letter agreement, dated as of February 28, 2020, and Agreement and Amendment No. 2 to the Acquisition Agreement, dated as of June 30, 2020 (as so amended, the “Acquisition Agreement”);

WHEREAS, the parties desire to agree to a final determination of the Final Specified Inventory Value and the Remaining Specified Inventory Deficit; and

WHEREAS, the parties hereto desire to amend the Acquisition Agreement as provided herein.

NOW, THEREFORE, in consideration of the promises herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

1. Final Determination of Specified Inventory Adjustment. The Seller Representative and Purchaser hereby acknowledge and agree that, in accordance with Section 2.4(e) of the Acquisition Agreement, the calculation of the Specified Inventory Adjustment has been finally determined as follows:

In accordance with Section 2.4(e)(iv) of the Acquisition Agreement, each Seller shall be responsible (at such Seller’s election and on a several, but not joint, basis with each other Seller) to either (x) pay to Purchaser in immediately available funds an amount equal to such Seller’s Percentage Interest of such deficit or (y) surrender Purchaser Common Shares in an amount equal to such Seller’s Percentage Interest of such deficit divided by the Deemed Purchaser Common Shares Value, in either case within ten (10) Business Days following the date of this Amendment. The Seller Representative shall provide written notice to each Seller of the portion of the Remaining Specified Inventory Deficit for which such Seller is responsible promptly after the date hereof and the instructions for payment or surrender of Purchaser Common Shares as provided by Purchaser.

2. Other Impaired Asset Adjustment. A new Section 2.4(g) shall be added to the Acquisition Agreement as follows (and the existing Section 2.4(g) of the Acquisition Agreement shall be re-lettered so as to be Section 2.4(h)):

“(g) Other Impaired Assets.

(i) Schedule 2.4(g) sets forth (A) a list of certain assets owned by the Company and its Subsidiaries as of the Closing (excluding any Specified Inventory) (the “Other Impaired Assets”), and (B) with respect to each Other Impaired Asset, the book value of each such Other Impaired Asset as reflected in the balance sheet of the Company as of immediately prior to Closing on February 28, 2020 (such book value, its “Prior Book Value”).

(ii) Purchaser shall use commercially reasonable efforts to (A) in relation to Other Impaired Assets that the Purchaser elects to sell or otherwise dispose of in accordance with clause (iii) below, sell or otherwise dispose of such Other Impaired Assets for a commercially reasonable amount of consideration given the condition of the assets, and (B) maintain the Other Impaired Assets to the standard of a reasonable and prudent operator in accordance with customary industry practices.

(iii) With respect to each Other Impaired Asset, the Company and its Subsidiaries may (A) sell such Other Impaired Asset to a third party that is not an Affiliate of Purchaser or (B) if Purchaser makes a good faith determination that a sale is not commercially feasible, scrap or otherwise dispose of such Other Impaired Assets. Within thirty (30) days after the conclusion of each calendar quarter following March 31, 2021, Purchaser shall cause the Company to prepare and deliver to the Seller Representative a statement (each, a “Disposition Statement”) setting forth (A) each Other Impaired Asset sold or otherwise disposed in accordance with this Section 2.4(g)(iii) during such applicable calendar quarter (or other applicable period, as provided below), (B) the aggregate Prior Book Value of all such Other Impaired Assets sold or disposed during such period and (C) the aggregate consideration received by the Company and its Subsidiaries with respect to all such Other Impaired Assets sold or disposed (such consideration referred to as the “Realized Value”). The Company and its Subsidiaries shall be deemed to have received nil consideration in relation to any Other Impaired Asset that is scrapped. The first Disposition Statement to be delivered to the Seller Representative shall set forth all Other Impaired Assets sold or otherwise disposed from and including February 29, 2020 to and including June 30, 2021, together with their aggregate Prior Book Value and aggregate Realized Value. In relation to each Disposition Statement, to the extent the aggregate Realized Value equals or exceeds the aggregate Prior Book Value of such Other Impaired Assets set forth in a Disposition Statement, the Fairfax Parties shall have no further obligations hereunder in respect of such Other Impaired Assets. If, however, the aggregate Realized Value of the Other Impaired Assets is less than the aggregate Prior Book Value of such Other Impaired Assets, then subject to Section 2.4(g)(iv), the Fairfax Parties shall, within thirty (30) days following the delivery of such Disposition Statement, be responsible (on a joint and several basis) to either (A) pay to Purchaser in immediately available funds an amount (such amount referred to as the Other Impaired Assets’ “Reimbursement Amount”) equal to the amount by which the aggregate Realized Value is less than the aggregate Prior Book Value set forth in the Disposition Statement, or (B) surrender Purchaser Common Shares in an amount equal to such Reimbursement Amount divided by the Updated Deemed Purchaser Common Shares Value (using the date of the Disposition Statement delivered by Purchaser pursuant to this Section 2.4(g)(iii) as the date of final determination).

(iv) The aggregate liability of the Fairfax Parties pursuant to this Section 2.4(g) shall not exceed $64,000,000.”

2

3. Indemnity for Applicable Taxes on Imputed Interest. The following amendments shall be made in respect of Applicable Taxes on Imputed Interest (as defined below):

(a) A new item 4 shall be added to Schedule 10.3(a) as follows:

“4. Subject to Section 10.6(l), any federal income Taxes imposed in the United States in respect of income on APR International, LLC for the taxable period beginning on January 1, 2018 and ending on December 31, 2020 in respect of interest required under applicable Law (at the lowest rate permitted under such Law) to be imputed for purposes of income Tax on then outstanding intercompany balances between APR International, LLC or Falconbridge Services, LLC, on the one hand, and any of its Affiliates, on the other hand (the “Applicable Intercompany Balances”), but in each case only to the extent that such Taxes (i) do not constitute Seller Indemnified Taxes and (ii) are excluded from the R&W Policy (the Taxes described in this item 4, “Applicable Taxes on Imputed Interest”).”

(b) A new Section 10.6(l) shall be added to the Acquisition Agreement as follows:

“(l) Without limiting any other provision of this Agreement, Purchaser shall, and shall cause the Company and its Subsidiaries to, use commercially reasonable efforts to minimize the amount of the Applicable Taxes on Imputed Interest. Such efforts shall include, without limitation: (i) undertaking a comprehensive accounting and tax review process to identify intercompany balances and settle them as appropriate in a manner intended to minimize any interest required to be imputed under applicable Law and (ii) undertaking a detailed analysis of each of the intercompany balances to determine whether any of those balances are more properly treated as equity for tax purposes rather than debt.”

(c) A new Section 10.6(j)(iii) shall be added to the Acquisition Agreement as follows:

“(iii) the Fairfax Parties shall have no Liability in respect of Applicable Taxes on Imputed Interest pursuant to Schedule 10.3(a) unless and until Purchaser and its Affiliates incur Losses in respect of Applicable Taxes on Imputed Interest in excess of $4,000,000, at which time the indemnification obligations of the Fairfax Parties pursuant to Section 10.3(a) shall only be to the extent of such excess. Furthermore, the aggregate Liability of the Fairfax Parties in respect of Applicable Taxes on Imputed Interest shall not exceed $12,000,000. In all events, when computing Losses in respect of any Applicable Taxes on Imputed Interest, such calculation of Losses shall take into account any Tax benefit (including, without limitation, any increase in deductions or other Tax attributes) realized by Purchaser or its Affiliates as a result of maintaining the intercompany balances or making the check the box election.”

4. Issuance of Additional Warrants. In consideration of the covenants and agreements contained in this Amendment, including as consideration for the obligations of the Fairfax Parties in respect of the Other Impaired Assets and the agreement of the Fairfax Parties to indemnify for Applicable Imputed Interest Taxes, Purchaser is contemporaneously issuing to Fairfax Parties as set forth on Schedule B an aggregate of five (5) million warrants to purchase Purchaser Common Shares at a price of $13.00 per share pursuant to those certain Warrant Agreements dated as of even date herewith.

3

5. Release. The Seller Representative, the Company and Purchaser hereby acknowledge and agree that in consideration of the covenants and agreements contained herein, Purchaser and its Affiliates (including the Company) and their respective successors, assigns, parents, divisions, subsidiaries, and affiliates, and their respective present and former officers, directors, employees and agents (collectively, the “Releasing Parties”) hereby unconditionally and irrevocably compromise, settle, remise, acquit, and fully and forever release and discharge the Sellers and their respective beneficiaries, heirs, executors, administrators, representatives, successors, assigns, parents, divisions, subsidiaries and affiliates, and their respective present and former officers, directors, employees and agents (collectively, the “Released Parties”) from any and all claims, counterclaims, set-offs, demands, choses in action, obligations, remedies, suits, damages and liabilities arising out of or related to:

(a) Section 2.4(a) through (f) of the Acquisition Agreement or otherwise in respect of the Specified Inventory;

(b) (i) the matters described in item 15 of Schedule 10.2(i) and any Taxes arising in connection therewith arising from or as a result of the Applicable Intercompany Balances or any interest imputed thereon, and (ii) any Taxes to the extent arising from or as a result of the check the box election made prior to the Closing or being denied with respect to APR International, LLC, provided, that any Losses sustained or incurred by any Purchaser Indemnified Party arising out of or with respect to items 1 or 2 of Special Indemnified Taxes set forth on Schedule 10.3(a) shall be excluded from the scope of this clause 5(b)(ii);

(c) claims in respect of Applicable Taxes on Imputed Interest in excess of $12,000,000; and

(d) the representations, warranties and covenants of the Acquisition Agreement to the extent relating to the Specified Inventory or the Other Impaired Assets or any intercompany balances of the Company and its Affiliates and any imputed interest and/or Taxes thereupon,

in each case of clauses (a) through (d) whether now known or unknown, or suspected or claimed, whether arising under common law, in equity, or under statute, which the Releasing Parties now have, or in the future may claim to have against the Released Parties and which may have arisen at any time on or prior to the date hereof. Each of Purchaser and the Company covenants and agrees never to commence, voluntarily aid in any way, prosecute, or cause to be commenced or prosecuted against the Released Parties any action or other proceeding based on any of the foregoing which may have arisen at any time on or prior to the date hereof. Notwithstanding the foregoing, the Releasing Parties are not releasing any of their rights or interests under the terms of this Amendment.

6. Continuity of Terms. Except as expressly amended hereby, all the other terms and provisions of the Acquisition Agreement shall remain in full force and effect. Except as expressly set forth in this Amendment, no party to this Amendment waives, modifies, alters, or releases any right, remedy, or claim that such party may have, whether under the Acquisition Agreement or otherwise, including without limitation any right or claim a party may have under any section of the Acquisition Agreement other than the specified section with respect to which such matter is addressed in this Amendment.

7. Effective Date. This Amendment and all amendments, modifications, restatements and supplements set forth herein shall be made effective as of April 30, 2021.

8. Amendments. This Amendment may only be amended, modified, or supplemented by an agreement in writing signed by the Company, Purchaser and the Seller Representative. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Amendment shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

4

9. Governing Law. Sections 12.12, 12.13, 12.14 and 12.15 of the Acquisition Agreement are hereby incorporated by reference into this Amendment, mutatis mutandis.

10. Entire Agreement. No party to this Amendment makes any agreements, arrangements, understanding, statements, or representations with respect to any of the subject matters addressed by this Amendment other than as specifically set forth in this Amendment, and each of the parties disclaims any reliance upon any agreements, arrangements, understanding, statements, or representations that are not expressly set forth in this Amendment.

11. Counterparts. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature Page Follows]

5

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first set forth above.

[Signature Page to Agreement and Amendment No. 3 to Acquisition Agreement]

Exhibit 4.2

WARRANT AGREEMENT

Dated as of April 30, 2021

by and among

ATLAS CORP.

and

THE INVESTORS SPECIFIED HEREIN

TABLE OF CONTENTS

WARRANT AGREEMENT

WARRANT AGREEMENT (this “Agreement”) dated as of April 30, 2021 by and among Atlas Corp., a corporation existing under the laws of the Republic of The Marshall Islands (the “Company”), and each of the investors specified on the signature pages hereto (the “Investors”).

WHEREAS, the Company is issuing 5,000,000 Warrants (as defined herein);

WHEREAS, the Company desires to provide for the form, terms and provisions of the Warrants, including the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights and immunities of the Company and the Holders; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company, the legally valid and binding obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:

Section 1. Defined Terms. As used in this Agreement, the following terms shall have the respective meanings set forth below:

“Affiliate” shall mean, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“Aggregate Exercise Price” shall mean an amount equal to the product of (a) the number of Warrant Shares in respect of which a Warrant is then being exercised pursuant to Section 3 of this Agreement, multiplied by (b) the Exercise Price in effect as of the Exercise Date in accordance with the terms of this Agreement.

“Agreement” shall have the meaning set forth in the preamble hereto, as the same may be amended from time to time.

“Board” shall mean the board of directors of the Company or an committee thereof.

“Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York are authorized or required by law to close.

“Capital Stock” shall mean (a) with respect to any Person that is a corporation, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (b) with respect to any other Person, any and all partnership, membership or other equity interests of such Person and (c) with respect to the Company, the shares of Common Stock.

“Change of Control” shall mean the occurrence of any of the following events:

1

(a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (a) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company;

(b) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than (i) a transaction in which the survivor or transferee is a Person that is controlled by the Permitted Holders or (ii) a transaction following which, in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction; or

(c) Continuing Directors cease to constitute at least a majority of the Board.

“Close of Business” shall mean 5:00 p.m., Eastern time.

“Common Stock” shall mean the Class A common shares, par value $0.01 per share, of the Company, and any Capital Stock into which such Common Stock shall have been converted, exchanged or reclassified following the date hereof.

“Common Stock Reorganization” shall have the meaning set forth in Section 4.01(a) of this Agreement.

“Company” shall have the meaning set forth in the preamble hereto.

“Continuing Director” shall mean a director who either was a member of the Board on the Original Issue Date or who becomes a member of the Board 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 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 in which such individual is named as nominee for director.

“Control” (including the terms “controlled by”, “controlling” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

2

“Convertible Securities” shall have the meaning set forth in Section 4.01(i) of this Agreement.

“Distributions Paid in the Ordinary Course” shall mean cash distributions in the amount of $0.125 per share of Common Stock on a quarterly basis.

“DRIP” shall mean the Company’s dividend reinvestment plan pursuant to which cash dividends received by electing stockholders are automatically reinvested into additional shares of Common Stock at a discount to the market price of such Common Stock.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and any similar or successor federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at any applicable time.

“Exercise Agreement” shall have the meaning set forth in Section 3.03(a)(i) of this Agreement.

“Exercise Date” shall mean, for any given exercise of a Warrant, the date on which the conditions to such exercise as set forth in Section 3.03 of this Agreement shall have been satisfied at or prior to 5:00 p.m., Eastern time, on a Business Day, including, without limitation, the receipt by the Company of the Exercise Agreement, the Warrant and the Aggregate Exercise Price.

“Exercise Period” shall have the meaning set forth in Section 3.02 of this Agreement.

“Exercise Price” shall have the meaning set forth in Section 3.01 of this Agreement, as adjusted pursuant to Section 4 of this Agreement; provided, that such exercise price shall at no point decrease below the par value of the Common Stock.

“Expiration Date” shall have the meaning set forth in Section 3.02 of this Agreement.

“Fair Market Value” shall mean, as of any particular date: (a) the volume-weighted average of the sale prices of the Common Stock for such day on the NYSE; (b) if there have been no sales of the Common Stock on the NYSE on any such day, the average of the highest bid and lowest asked prices for the Common Stock on the NYSE at the end of such day; (c) if on any such day the Common Stock is not listed on the NYSE, the closing sales price of the Common Stock as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association for such day; or (d) if there have been no sales of the Common Stock on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the Common Stock quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately prior to the day as of which “Fair Market Value” is being determined; provided, that if the Common Stock is listed on any domestic securities exchange, the term “Business Day” as used in this sentence means Business Days on which such exchange is open for trading. If at any time the Common Stock is not listed on any domestic securities exchange or quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the “Fair Market Value” of the Common Stock shall be the fair market value per share as determined jointly by the Board and the Holder.

3

“Forced Exercise Notice” shall have the meaning set forth in Section 3.04 of this Agreement.

“Holder” shall mean any Person who is the registered owner of a Warrant as registered in the Warrant Register.

“Investor” shall have the meaning set forth in the preamble hereto.

“Issuer Bid Expiration Date” shall have the meaning set forth in Section 4.01(g) of this Agreement.

“Issuer Bid Expiration Time” shall have the meaning set forth in Section 4.01(g) of this Agreement.

“Non-Public Offering” shall have the meaning set forth in Section 4.1(i) of this Agreement. “NYSE” shall mean the New York Stock Exchange.

“Officers” shall mean, with respect to any Person, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President, the Treasurer, the Secretary, the General Counsel or any Vice-President of such Person.

“Original Issue Date” shall mean April 30, 2021, the date on which the Warrants were issued by the Company pursuant to this Agreement.

“OTC Bulletin Board” shall mean the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system.

“Permitted Holders” shall mean 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) Fairfax Financial Holdings Limited and its Affiliates.

“Permitted Transactions” shall have the meaning set forth in Section 4.01(i) of this Agreement.

“Person” shall include an individual, a corporation, an association, a partnership, a limited liability company, a trust or estate, a government, foreign or domestic, and any agency or political subdivision thereof, or any other entity.

“Pink OTC Markets” shall mean the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink.

“Pricing Date” shall have the meaning set forth in Section 4.01(i) of this Agreement.

4

“Purchased Shares” shall have the meaning set forth in Section 4.01(g) of this Agreement.

“Registration Rights Agreement” shall mean the Registration Rights Agreement, dated as of the date hereof, among the Company and the other parties thereto.

“Reorganization” shall have the meaning set forth in Section 4.01(b) of this Agreement. “Rights” shall have the meaning set forth in Section 4.01(f) of this Agreement.

“Rights Offering” shall have the meaning set forth in Section 4.01(c) of this Agreement. “Rights Plan” shall have the meaning set forth in Section 4.01(f) of this Agreement.

“SEC” shall mean the U.S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act or the Exchange Act, whichever is the relevant statute for the particular purpose.

“Securities Act” shall mean the Securities Act of 1933, as amended, and any similar or successor federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at any applicable time.

“Settlement Date” shall mean, in respect of a Warrant that is exercised hereunder, the third Business Day immediately following the Exercise Date for such Warrant.

“Share Rate” shall mean, at any time, the number of shares of Common Stock which are issuable upon the exercise of the Warrants in accordance with Section 3 of this Agreement, subject to adjustment in accordance with Section 4 of this Agreement, such number on the Original Issue Date being equal to one share of Common Stock per Warrant.

“Special Distribution” shall have the meaning set forth in Section 4.01(d) of this Agreement.

“Voting Stock” of a Person shall mean all classes of Capital Stock of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

“Warrants” shall mean the warrants to purchase shares of Common Stock of the Company issued pursuant to this Agreement and represented by Warrant Certificates, and all warrants issued upon transfer, division or combination of, or in substitution thereof.

“Warrant Certificates” shall have the meaning set forth in Section 2.01 of this Agreement. “Warrant Register” shall have the meaning set forth in Section 2.03 of this Agreement.

“Warrant Shares” shall mean the shares of Common Stock or other Capital Stock of the Company then purchasable upon exercise of a Warrant in accordance with the terms of this Agreement.

Section 2. Issuance of Warrants; Warrant Certificates.

5

2.01 Form and Dating. The Warrants shall be issued in registered form only and shall be substantially in the form set forth in Exhibit A hereto (each, a “Warrant Certificate”). The Warrants may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Warrant shall be dated the date of its signature. The terms and provisions contained in the Warrants shall constitute, and are hereby expressly made, a part of this Agreement. The parties hereto, by their execution and delivery of this Agreement, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Warrant conflicts with the express provisions of this Agreement, the provisions of this Agreement shall govern and be controlling.

2.02 Execution of Warrant Certificates. Warrants may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. An Officer shall sign the Warrants on behalf of the Company. In the event the person whose facsimile signature has been placed upon any Warrant Certificate shall have ceased to serve in the capacity in which such person signed the Warrant Certificate before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.03 Warrant Register. The Company shall number and register the Warrant Certificates in a register (the “Warrant Register”) as they are issued by the Company. The Warrant Register will show the name and address of the Holder, the numbers of Warrants and Warrant Shares evidenced on the face of each Warrant Certificate and the date of each Warrant Certificate. The Company may deem and treat the Holder as the absolute owner of the Warrant Certificates (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and the Company shall not be affected by any notice to the contrary.

2.04 Transfer and Exchange.

(a) A Holder may transfer, assign or encumber all or any part of a Warrant Certificate to any Person; provided, however, that such transfer shall be in compliance with the Securities Act or any state (or other jurisdiction) securities or “blue sky” laws applicable to the Company or the Warrants.

(b) Upon written notice from a Holder of any transfer permitted pursuant to Section 2.04(a) of this Agreement and receipt of such customary documents as the Company may reasonably request to assure itself that such transfer is in compliance with the Securities Act and any applicable state (or other jurisdiction) securities or “blue sky” laws, the Company shall reflect in the Warrant Register any change in record ownership pursuant to any such transfer.

(c) No service charge shall be made to a Holder of a Warrant for any registration of transfer or exchange.

(d) All Warrants issued upon any registration of transfer or exchange of Warrants shall be the duly authorized, executed and issued warrants for shares of Common Stock of the Company or such other Warrant Shares as may be issuable upon exercise of a Warrant in accordance with the terms of this Agreement, not subject to any preemptive rights, and entitled to the same benefits under this Agreement, as the Warrants surrendered upon such registration of transfer or exchange.

6

2.05 Replacement Warrants. If the Company receives evidence to its satisfaction of the destruction, loss or theft of any Warrant, the Company shall issue a replacement Warrant of like denomination, tenor and date as the Warrant so mutilated, destroyed, lost or stolen. If required by the Company, an indemnity bond must be supplied by the Holder that is sufficient in the reasonable judgment of the Company to protect the Company, from any loss that the Company may suffer if a Warrant is replaced. Every replacement Warrant is an additional Warrant of the Company and shall be entitled to all of the benefits of this Agreement equally and proportionately with all other Warrants duly issued hereunder.

2.06 Cancellation. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Company.

Section 3. Terms and Exercise of Warrants.

3.01 Exercise Price. Each Warrant shall entitle the Holder thereof upon proper exercise during the Exercise Period, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company one (1) Warrant Share at a purchase price per Warrant Share equal to US$13.00 (such price being referred to herein as the “Exercise Price”), subject to the adjustments provided in Section 4 of this Agreement.

3.02 Duration of Warrants. Subject to the terms and conditions of such Warrant and of this Agreement, at any time or from time to time after the Original Issue Date, and prior to 5:00 p.m., Eastern time, on the fifth (5th) anniversary of the Original Issue Date or, if such day is not a Business Day, on the next succeeding Business Day (the “Expiration Date”), a Warrant may be exercised for all or any part of the Warrant Shares purchasable hereunder (subject to adjustment as provided herein). Such period commencing on the Original Issue Date and expiring on the Expiration Date is herein referred to as the “Exercise Period.” Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement and such Warrant shall cease at the Close of Business on the Expiration Date (or Close of Business on the Settlement Date with respect to any Exercise Agreement delivered prior to the Expiration Date). The Company may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company shall provide notice of not less than thirty (30) days to Holders of such extension and that such extension shall be identical in duration among all of the then outstanding Warrants.

3.03 Exercise of Warrants.

(a) Exercise Procedure. Warrants may be exercised from time to time on any Business Day during the Exercise Period, for all or any part of the unexercised Warrant Shares, upon:

7

(i) surrender of the Warrant to the Company at its then principal executive offices (or an indemnification undertaking with respect to the Warrant in the case of its loss, theft or destruction as set forth in Section 2.05 of this Agreement), together with an Exercise Agreement in the form attached hereto as Exhibit B (each, an “Exercise Agreement”), duly completed (including specifying the number of Warrant Shares to be purchased) and executed; and

(ii) payment to the Company of the Aggregate Exercise Price in accordance with Section 3.03(b) of this Agreement (other than in the case of a cashless exercise pursuant to Section 3.03(b)(ii) of this Agreement).

(b) Payment of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of the Holder, in their sole and absolute discretion, as expressed in the Exercise Agreement, by the following methods:

(i) by delivery to the Company of a certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of such Aggregate Exercise Price;

(ii) by instructing the Company to issue Warrant Shares then issuable upon exercise of all or any part of such Warrant on a net basis such that, without payment of any cash consideration or other immediately available funds, the Holder shall surrender such Warrant in exchange for the number of Warrant Shares as is computed using the following formula:

X = Y(A-B)

A

Where:

X = the number of Warrant Shares to be issued to the Holder.

Y = the total number of Warrant Shares for which the Holder has elected to exercise the Warrant pursuant to Section 3.03(a) of this Agreement.

A = the Fair Market Value of one Warrant Share as of the applicable Exercise Date.

B = the Exercise Price in effect under the Warrant as of the applicable Exercise Date.

or

(iii) any combination of the foregoing.

8

In the event of any withholding of Warrant Shares pursuant to clause (ii) or (iii) where the number of shares whose value is equal to the Aggregate Exercise Price is not a whole number, the number of shares withheld by the Company shall be rounded down to the nearest whole share.

(c) Delivery of Stock Certificates. Upon receipt by the Company of the Exercise Agreement, surrender of the Warrant and (except in the case of a cashless exercise pursuant to Section 3.03(b)(ii) of this Agreement) payment of the Aggregate Exercise Price (in accordance with Section 3.03 of this Agreement), the Company shall, as promptly as practicable, and in any event within three (3) Business Days thereafter, execute (or cause to be executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates (or deliver electronically) representing the Warrant Shares issuable upon such exercise. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as the exercising Holder shall reasonably request in the Exercise Agreement and shall be registered in the name of the Holder or, subject to compliance with Section 2.04 of this Agreement, such other Person’s name as shall be designated in the Exercise Agreement. The Warrants shall be deemed to have been exercised and such certificate or certificates of Warrant Shares shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the Exercise Date.

(d) Fractional Shares. The Company shall not be required to issue a fractional Warrant Share upon exercise of any Warrant. To the extent an exercise would result in a fractional Warrant Share, the number of Warrant Shares issued upon such exercise will be rounded up to the nearest whole number of Warrant Shares.

(e) Delivery of New Warrant. Unless the purchase rights represented by the Warrant shall have expired or shall have been fully exercised, the Company shall, at the time of delivery of the certificate or certificates representing the Warrant Shares being issued in accordance with Section 3.03(c) of this Agreement, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unexpired and unexercised Warrant Shares called for by such Warrant. Such new Warrant shall in all other respects be identical to the Warrant.

(f) Valid Issuance. The Company hereby represents, covenants and agrees that:

(i) Any Warrant issued pursuant to this Agreement shall be, upon issuance, duly authorized and validly issued.

(ii) All Warrant Shares issuable upon the exercise of any Warrant pursuant to the terms of this Agreement and the Warrants shall be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company and free and clear of all taxes, liens and charges.

9

(iii) The Company shall take all such actions as may be necessary to ensure that all such Warrant Shares are issued without violation by the Company of any applicable law or governmental regulation applicable to the Company or any requirements of any domestic securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares may be listed at the time of such exercise (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).

(iv) The Company shall use its reasonable best efforts to cause the Warrant Shares, immediately upon such exercise, to be listed on any domestic securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares are listed at the time of such exercise.

(v) The Company shall pay all expenses incurred by it in connection with, and all documentary, stamp, issuance and similar taxes and governmental charges that may be imposed with respect to, the issuance or delivery of Warrant Shares upon exercise of a Warrant; provided, that the Company shall not be required to pay any tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery of the Warrant Shares to any Person other than the Holder, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Company the amount of any such tax, or has established to the satisfaction of the Company that such tax has been paid.

(g) Conditional Exercise. Notwithstanding any other provision of this Agreement, if an exercise of any portion of a Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.

(h) Reservation of Common Stock. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but unissued Common Stock or other securities constituting Warrant Shares, solely for the purpose of issuance upon the exercise of the Warrants, the maximum number of Warrant Shares issuable upon the exercise of the Warrants, and the par value per Warrant Share shall at all times be less than or equal to the applicable Exercise Price. The Company shall take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided in this Agreement without violation of any applicable law or regulation, or of any requirements of the trading market upon which the Common Stock may be listed. The Company shall not increase the par value of any Warrant Shares receivable upon the exercise of any Warrant above the Exercise Price then in effect, and shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of the Warrants.

10

3.04 Forced Exercise. At any time after the fourth (4th) anniversary of the Original Issue Date, the Company shall be entitled to require all Holders, and each Holder shall be obligated if the Company so elects, to exercise the Warrants then held by such Holder, in whole or in part, by delivering notice (the “Forced Exercise Notice”) to each Holder, if, and only if, the Fair Market Value of a share of Common Stock equals or exceeds two times the Exercise Price ($26.00 per share on the Original Issue Date) (as the Exercise Price may subsequently be adjusted pursuant to Section 4 of this Agreement) on the third trading day prior to the date on which the Company delivers the Forced Exercise Notice. A Forced Exercise Notice shall be mailed, by registered or certified mail, return receipt requested, to all of the Holders at their respective addresses appearing on the Warrant Register or books or transfer records of the Company or such other address designated in writing by the Holder. The Forced Exercise Notice shall specify the number of Warrants to be exercised and the as-adjusted Exercise Price. Warrants shall be considered exercised on the date of the Forced Exercise Notice. Holders shall notify the Company, pursuant to the instruction in the Forced Exercise Notice, within ten (10) Business Days of the date of the Forced Exercise Notice as to the payment method such Holder is electing with respect to the payment of the Aggregate Exercise Price in accordance with Section 3.03(b) of this Agreement.

Section 4. Adjustments to Exercise Price and Number of Warrant Shares. In order to prevent dilution of the purchase rights granted under this Agreement and the Warrants, the Exercise Price and the Share Rate shall be subject to adjustment from time to time as provided in this Section 4 (in each case, after taking into consideration any prior adjustments pursuant to this Section 4).

4.01 Adjustment of Number of Shares of Common Stock.

(a) If and whenever at any time from the date hereof and prior to the Expiration Date, the Company shall:

(i) subdivide, redivide or change its outstanding Common Stock into a greater number of shares of Common Stock;

(ii) reduce, combine or consolidate its outstanding Common Stock into a smaller number of shares of Common Stock; or

(iii) issue Common Stock (or securities convertible into Common Stock) to holders of all or substantially all of the outstanding Common Stock by way of a share dividend (excluding Common Stock issued pursuant to the DRIP) or other distribution of Common Stock or securities exchangeable or convertible into Common Stock;

(any such events in (i), (ii) and (iii) being a “Common Stock Reorganization”), the Share Rate shall be adjusted immediately after the effective date or record date for the happening of a Common Stock Reorganization so that it equals the product of the Share Rate in effect on such effective date or record date and a fraction of which the numerator shall be the total number of shares of Common Stock outstanding immediately after giving effect to such event and the denominator shall be the total number of shares of Common Stock outstanding immediately prior to giving effect to such event. Such adjustment shall be made successively whenever any event referred to in this Section 4.01(a) shall occur.

11

(b) If and whenever at any time from the date hereof and prior to the Expiration Date, there is (i) a reclassification of the Common Stock or a capital reorganization of the Company other than as described in Section 4.01(a) of this Agreement, or (ii) a consolidation, arrangement, amalgamation, takeover or merger of the Company with or into any other body corporate, trust, partnership or other entity (other than a consolidation, arrangement, amalgamation, takeover or merger of the Company which does not result in any reclassification of the outstanding Common Stock), or (iii) a transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another company or other entity in which holders of Common Stock are entitled to receive shares, other securities or other property, (any of such events being hereinafter in this Section 4 referred to as a “Reorganization”), any Holder who has not exercised its Warrants prior to the effective date of such Reorganization shall upon the exercise of such Warrants thereafter, be entitled to receive and shall accept, in lieu of the number of shares of Common Stock then sought to be acquired by it, the kind and number of shares or other securities or property of the Company or of the body corporate, trust, partnership or other entity resulting from such Reorganization, or to which such sale or conveyance may be made, as the case may be, that such Holder would have been entitled to receive on such Reorganization, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of shares of Common Stock sought to be acquired by it, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this Section 4. In determining the kind and amount of securities or the property receivable upon exercise of the Warrants following the completion of a Reorganization, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon completion of such Reorganization, then each Holder shall have the right to make a similar election (including, without limitation, being subject to similar proration constraints) upon exercise of the Warrants with respect to the securities or property that the Holder will receive upon exercise of its Warrants.

(c) If and whenever the Company fixes a record date for the distribution to all or substantially all of the holders of Common Stock of rights, options or warrants entitling them for a period expiring not more than 45 days after such record date to subscribe for or purchase Common Stock (or securities convertible into or exchangeable for Common Stock) at a price (or having a conversion price or exchange price) that is less than 95% of the Fair Market Value on such record date (any such events being a “Rights Offering”), the Share Rate will be adjusted immediately after such record date so that it equals the product of the Share Rate in effect on such record date and a fraction, the denominator of which will be the total number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock arrived at by dividing the aggregate price of the total number of additional shares of Common Stock offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Fair Market Value; and the numerator of which will be the total number of shares of Common Stock outstanding on such record date plus the total number of additional shares of Common Stock offered for subscription or purchase (or into which the exchangeable securities so offered are exchangeable). Any Common Stock owned by or held for the account of the Company or any subsidiary of the Company will be deemed not to be outstanding for the purpose of any such computation. Such adjustment will be made successively whenever such a record date is fixed. To the extent that any rights, options or warrants are not so issued or any such rights, options or warrants are not exercised before the expiration thereof, the Share Rate will then be readjusted

12

to the Share Rate which would then be in effect if such record date had not been fixed or to the Share Rate which would then be in effect based upon the number and aggregate price of Common Stock (or securities exchangeable into Common Stock) actually issued upon the exercise of such rights, options or warrants, as the case may be. For greater certainty, this Section 4.01(c) shall not apply in regard to any rights to acquire Common Stock pursuant to the DRIP.

(d) If and whenever the Company fixes a record date for the making of a dividend or distribution to all or substantially all the holders of its outstanding Common Stock of:

(i) securities of the Company or a subsidiary of the Company, including rights, options or warrants to acquire securities of the Company or a subsidiary of the Company or any of its property or assets and including evidences of indebtedness; or

(ii) any property or other assets, including evidences of its indebtedness, then and in each such case, subject to Section 4.01(e) of this Agreement, if such distribution or dividend does not constitute Distributions Paid in the Ordinary Course, a Common Stock Reorganization or a Rights Offering (any of such non-excluded events being a “Special Distribution”), the Share Rate will be adjusted immediately after such record date so that it equals the product of the Share Rate in effect on such record date and a fraction, the denominator of which will be the total number of shares of Common Stock outstanding on such record date multiplied by the Fair Market Value on the earlier of such record date and the date on which the Company announces its intention to make such a distribution, less the aggregate fair market value (as determined in good faith by the Board, which determination will be conclusive) of such units, shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and the numerator of which will be the total number of shares of Common Stock outstanding on such record date multiplied by such Fair Market Value. Any Common Stock owned by or held for the account of the Company or any subsidiary of the Company will be deemed not to be outstanding for the purpose of any such computation. If the amount of cash dividend or distribution applicable to one share of Common Stock is equal to or greater than the Fair Market Value per share of Common Stock on the determination date referred to above, then in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive, upon exercise, the amount of cash so distributed that such Holder would have received had such Holder exercised each Warrant on such determination date referred to above. In the event that such dividend or distribution is not so paid or made, the Share Rate shall again be adjusted to be the Share Rate that would then be in effect if such dividend or distribution had not been declared. Such adjustment will be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the Share Rate will then be readjusted to the Share Rate which would then be in effect if such record date had not been fixed or to the Share Rate which would then be in effect based upon such units, shares, rights, options, warrants, evidences of indebtedness or assets actually distributed, as the case may be.

13

(e) If and whenever at any time prior to the Expiration Date the Company shall fix a record date for the payment of a cash dividend or distribution (including any cash dividend or distribution subsequently reinvested pursuant to the DRIP) to the holders of all or substantially all of the outstanding Common Stock in excess of the Distributions Paid in the Ordinary Course, the Share Rate shall be adjusted immediately after such record date so that it shall be equal to the price determined by multiplying the Share Rate in effect on such record date by a fraction, of which the numerator shall be the Fair Market Value on such record date and of which the denominator shall be the Fair Market Value on such record date minus the incremental increase in cash per share of Common Stock distributed to holders of Common Stock in excess of the Distributions Paid in the Ordinary Course. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such cash dividend or distribution is not paid, the Share Rate shall be re-adjusted to the Share Rate which would then be in effect if such record date had not been fixed.

(f) With respect to any rights or warrants (the “Rights”) that may be issued or distributed pursuant to any rights plan that the Company implements after the date of this Agreement (a “Rights Plan”), to the extent that such Rights Plan is in effect at the Exercise Date, the Holders will receive, with respect to the Common Stock issued upon such exercise, the Rights described therein (whether or not the Rights have separated from the Common Stock at the time of exercise), subject to the limitations set forth in and in accordance with the provisions of any such Rights Plan; provided that, if, at the time of exercise, however, the Rights have separated from the Common Stock in accordance with the provisions of the Rights Plan so that Holders would not be entitled to receive any rights in respect of the Common Stock issuable upon exercise of the Warrants as a result of the timing of the Exercise Date, then (unless the Company distributes such Rights to the Holders at the time of separation as if each Holder had exercised their Warrants immediately prior to the record date with respect to such distribution) the Share Rate in effect immediately prior to the record date fixed for the determination of holders of Common Stock entitled to receive such Rights on separation shall be adjusted so that the same shall equal the rate determined by multiplying the Share Rate in effect immediately prior to such record date by a fraction of which the numerator shall be the Fair Market Value per share of Common Stock on such record date and of which the denominator shall be Fair Market Value per share of Common Stock on such record date less the fair market value (as determined in good faith by the Board, whose determination shall be conclusive evidence of such fair market value) on such record date of the Rights applicable to one share of Common Stock, subject to appropriate readjustment in the event of the expiration, termination, repurchase or redemption of the Rights. Other than as specified in this Section 4.01(f), there will not be any adjustment to the Share Rate as the result of the issuance of any Rights, the distribution of separate certificates representing such Rights, the exercise or redemption of such Rights in accordance with any Rights Plan or the termination or invalidation of any Rights.

14

(g) If any issuer bid (as defined in Section 4.01(h) of this Agreement) made by the Company or any of subsidiary of the Company for all or any portion of Common Stock expires, then, if the issuer bid shall require the payment to holders of Common Stock of consideration per share of Common Stock having a fair market value (determined as provided below) that exceeds the closing price on the NYSE on the trading day next succeeding the last date (the “Issuer Bid Expiration Date”) deposits could have been made pursuant to such issuer bid (as it may be amended) (the last time at which such tenders could have been made on the Issuer Bid Expiration Date is hereinafter sometimes called the “Issuer Bid Expiration Time”), the applicable Share Rate shall be increased so that the same shall equal the rate determined by multiplying the Share Rate in effect immediately prior to the close of business on the Issuer Bid Expiration Date by a fraction of which the numerator shall be the sum of (A) the fair market value of the aggregate consideration (the fair market value as determined in good faith by the Board, whose determination shall be conclusive evidence of such fair market value) payable to holders of Common Stock based on the acceptance (up to any maximum specified in the terms of the issuer bid) of all Common Stock validly tendered and not withdrawn as of the Issuer Bid Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the “Purchased Shares”) and (B) the product of the number of shares of Common Stock outstanding (less any Purchased Shares and excluding any shares held in the treasury of the Company) at the Issuer Bid Expiration Time and the closing price per share of Common Stock on the trading day next succeeding the Issuer Bid Expiration Date and the denominator of which shall be the product of the number of shares of Common Stock outstanding (including Purchased Shares but excluding any shares held in the treasury of the Company) at the Issuer Bid Expiration Time multiplied by the closing price per share of Common Stock on the trading day next succeeding the Issuer Bid Expiration Date, such increase to become effective immediately prior to the opening of business on the seventh Trading Day following the Expiration Date. In the event that the Company is obligated to purchase shares pursuant to any such issuer bid, but the Company is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Share Rate shall again be adjusted to be the Share Rate which would have been in effect based upon the number of shares actually purchased, if any. If the application of this Section 4.01(g) to any issuer bid would result in a decrease in the Share Rate, no adjustment shall be made for such issuer bid under this Section 4.01(g).

(h) For purposes of this Section 4.01, the term “issuer bid” shall mean and include both issuer bids and exchange offers and excludes any issuer bid carried out in accordance with applicable securities laws, all references to “purchases” of shares in issuer bids (and all similar references) shall mean and include both the purchase of shares in issuer bids and the acquisition of shares pursuant to exchange offers, and all references to “tendered shares” (and all similar references) shall mean and include shares tendered in both issuer bids and exchange offers.

(i) If the Company shall issue Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable for Common Stock) (collectively, “Convertible Securities”) pursuant to a non-public offering (other than in Permitted Transactions (as defined below), or a transaction to which Section 4.01(d)(i) of this Agreement is applicable) without consideration or at a consideration per share of Common Stock (or having a conversion price per Common Stock) that is less than 95% of the Fair Market Value on the last trading day preceding the date of the agreement on pricing such Common Stock (or such Convertible Securities) (such date of the agreement on pricing, the “Pricing Date”) (any such events being a “Non-Public Offering”) then, in such event, the Share Rate in effect immediately prior to the

15

Pricing Date shall be increased so that the same shall equal the rate determined by multiplying such Share Rate by a fraction of which the numerator shall be the sum of (A) the number of shares of Common Stock outstanding immediately prior to the Pricing Date and (B) the number of additional shares of Common Stock issued (or into which Convertible Securities may be exercised or converted) and of which the denominator shall be the sum of (A) the number of shares of Common Stock outstanding immediately prior to the Pricing Date and (B) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of Common Stock so issued (or into which Convertible Securities may be exercised or converted) would purchase at the Fair Market Value on the last trading day preceding the Pricing Date, such increase to become effective immediately prior to the opening of business on the seventh Trading Day following the closing of the Non-Public Offering.

For purposes of the foregoing, the aggregate consideration receivable by the Company in connection with the issuance of such Common Stock or Convertible Securities shall be deemed to be equal to the sum of the offering price (including the fair market value (as determined in good faith by the Board, whose determination shall be conclusive evidence of such fair market value) of any non-cash consideration and after deduction of any related expenses payable to third parties) of all such securities plus the minimum aggregate amount, if any, payable upon exercise or conversion of any such Convertible Securities into Common Stock; and “Permitted Transactions” shall mean issuances (i) in a merger or consolidation transaction, (ii) in connection with employee benefit plans and compensation related arrangements in the ordinary course and consistent with past practice approved by the Board, (iii) in connection with a public or broadly marketed offering and sale of Common Stock, securities convertible into Common Stock or rights or warrants entitling the holder to purchase Common Stock for cash, conducted on a basis consistent with offerings by public companies of similar size in their own capital raising transactions, or (iv) pursuant to the DRIP. Such adjustments shall be made successively for whatever shares of Common Stock are issued (or into which Convertible Securities may be exercised or converted).

(j) The adjustments provided for in this Section 4 in the number of shares of Common Stock and classes of securities which are to be received on the exercise of Warrants are cumulative and will be computed to the nearest one-hundredth of a share of Common Stock. After any adjustment pursuant to this Section 4, the term “Common Stock” where used in this Agreement shall be interpreted to mean Common Stock or securities of any class or classes or property that, as a result of such adjustment and all prior adjustments pursuant to this Section 4, the Holder is entitled to receive upon the exercise of its Warrant, and the number of shares of Common Stock indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of shares of Common Stock or other property or securities that a Holder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.01, upon the exercise of a Warrant. Provided that, notwithstanding any other provision for this Section 4.01, no adjustment of the Share Rate will be required:

(i) unless such adjustment would require an increase or decrease of at least 1% in the Share Rate then in effect (provided, however, that any adjustment which by reason of this Section 4.01(j)(i) is not required to be made will be carried forward and taken into account in any subsequent adjustment);

16

(ii) if, in respect of any event described in this Section 4.01(a)(ii) (other than the events referred to in Sections 4.01(a)(i) and 4.01(a)(iii) of this Agreement). The Holders of Warrants are entitled to participate in such event on the same terms (subject to receipt of any approval required by the NYSE), with the necessary changes, as if the Warrants had been exercised prior to or on the effective date of or record date for such event;

(iii) in respect of any Common Stock issuable or issued pursuant to any stock option or stock purchase plan in force from time to time for directors, officers or employees of the Company or of subsidiaries of the Company or pursuant to the DRIP; or

(iv) in respect of any Common Stock issuable or issued pursuant to the Warrants.

(k) For purposes of this Section 4.01, “record date” shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged or converted into any combination of cash, securities or other property, the date fixed for determination of holders entitled to receive such cash, security or other property (whether or not such date is fixed by the Board or by statute, contract or otherwise).

(l) If one or more events occur requiring an adjustment be made to the Share Rate for a particular period, adjustments to the Share Rate shall be determined by the Board to reflect the combined impact of such Share Rate adjustment events, as set out in this Section 4.01, during such period. If the Company sets a record date to determine the holders of Common Stock for the purpose of entitling them to receive any distribution or sets a record date to take any other action and thereafter and before the distribution to such holders of Common Stock of any such distribution or the taking of any other action, legally abandons its plan to pay or deliver such distribution or take such other action, then no adjustment in the Share Rate shall be made.

(m) In the absence of a resolution of the Board fixing a record date for a Special Distribution or Rights Offering, the Company will be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected.

(n) If the Company, after the date hereof, shall take any action affecting the Common Stock, other than an action described in this Section 4.01, which in the opinion of the Board, acting reasonably, would materially affect the rights of Holders, the Share Rate shall be adjusted in such manner, if any, and at such time, as the Board, acting reasonably, may determine to be equitable in the circumstances, provided that no such adjustment will be made unless any requisite prior approval of any stock exchange on which the shares of Common Stock are listed for trading has been obtained. Failure of the taking of action by the Board so as to provide for an adjustment in the Share Rate prior to the effective date of any action by the Company affecting the Common Stock shall be conclusive evidence that the Board has determined that it is equitable to make no adjustment in the circumstances.

17

(o) As a condition precedent to the taking of any action that would require an adjustment pursuant to this Section 4.01, the Company shall take any action which may be necessary, including obtaining regulatory or NYSE approvals, or the approval of the holders of Voting Stock of the Company, or exemptions, in order that the Company may thereafter validly and legally issue as fully paid and non-assessable all Common Stock that the Holder is entitled to receive upon exercise of this Warrant pursuant to this Section 4.01.

(p) Where any adjustment is made to the Share Rate pursuant to this Section 4.01, a corresponding adjustment shall be made to the Exercise Price by multiplying the Exercise Price in effect immediately prior to such adjustment by a fraction of which the numerator shall be the Share Rate in effect immediately prior to such adjustment and the denominator shall be the Share Rate in effect immediately following such adjustment.

4.02 Certificate as to Adjustment.

(a) As promptly as reasonably practicable following any adjustment of the Share Rate or the Exercise Price, but in any event not later than ten (10) Business Days thereafter, the Company shall furnish to Holders a certificate of an Officer setting forth, in reasonable detail, the event requiring the adjustment, the method by which such adjustment was calculated and describing the number and kind of any other securities issuable upon exercise of the Warrants and any change in the Share Rate or Exercise Price after giving effect to such adjustment or change.

(b) As promptly as reasonably practicable following the receipt by the Company of a written request by any Holder, but in any event not later than ten (10) Business Days thereafter, the Company shall furnish to such Holder a certificate of an Officer certifying the Exercise Price and Share Rate then in effect or the amount, if any, of other shares of stock, securities or assets then issuable upon exercise of a Warrant.

4.03 Notice of Certain Events. Subject to the Company’s compliance with applicable law, if the Company proposes at any time:

(a) to take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon exercise of the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, to vote at a meeting (or by written consent), to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security;

(b) any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or the conveyance or transfer of the properties and assets of the Company substantially as an entirety, or of any reclassification or change of the Common Stock issuable upon exercise of the Warrants, or a tender offer or exchange offer by the Company or any subsidiary of the Company to acquire Common Stock;

(c) the voluntary or involuntary dissolution, liquidation or winding up of the Company;

18

(d) to take any action that would require an adjustment of the Exercise Price of the Warrants; or

(e) any Change of Control,

then, and in each such case, the Company shall send or cause to be sent to each Holder at its address as set forth in the Warrant Register, at least fifteen (15) calendar days prior to the applicable record date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record date for such dividend, distribution, meeting or consent or other right or action, and a description of such dividend, distribution or other right or action to be taken at such meeting or by written consent, or (B) the effective date on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up is proposed to take place, and the date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken with respect to which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Warrants and the Warrant Shares.

4.04 Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrant Certificates issued after such adjustment may state the same Exercise Price and the same number of shares of Common Stock as is stated in the Warrant initially issued pursuant to this Agreement. However, the Company may, at any time, in its sole discretion, make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant Certificates thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant Certificate or otherwise, may be in the form as so changed.

4.05 No Rights as Stockholder. Except as otherwise specifically provided herein, prior to the issuance to the Holder of the Warrant Shares to which the Holder is then entitled to receive upon the due exercise of a Warrant, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise. In addition, nothing contained in this Agreement or the Warrants shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of a Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 4.05, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

19

4.06 No Impairment. The Company shall not, by amendment of its certificate of incorporation or bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it under any Warrant or hereunder, but shall at all times in good faith assist in the carrying out of all the provisions of this Agreement and the Warrants and in the taking of all such action as may reasonably be requested by any Holder in order to protect the exercise rights of the Holders against dilution or other impairment, consistent with the tenor and purpose of this Agreement and the Warrants.

4.07 Registration of Common Stock. The Company agrees, on or prior to seventy-five (75) days after the Original Issue Date, to prepare and file, at its expense, with the SEC a registration statement or a prospectus supplement to an existing registration statement of the Company, for the registration, under the Securities Act, of the resale of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its best efforts to cause the same to become effective, if applicable, and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, with respect to the shares of Common Stock issuable upon exercise of the Warrants until the Expiration Date and with respect to the resale of such shares of Common Stock for so long as such shares remain Registrable Securities (as defined in the Registration Rights Agreement), in each case, in accordance with the provisions and subject to the exceptions set forth in the Registration Rights Agreement. In addition, the Company agrees to use its commercially reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising Holders to the extent an exemption under the Securities Act is not available for the exercise of the Warrants.

Section 5. Miscellaneous.

5.01 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by an internationally recognized courier service, by fax or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified by notice given in accordance with this Section 5.01):

If to the Company, at:

Atlas Corp.

23 Berkeley Square

London W1J 6HE

United Kingdom

Facsimile: +44f843 320 5270

Attention: Chief Financial Officer

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

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, New York 10020

20

Facsimile: 212-884-8470

Attention: Christopher C, Paci

If to a Holder, at:

c/o Fairfax Financial Holdings Limited

95 Wellington Street West

Toronto, Ontario M5J 2N7

Canada

Fax: 416-367-2201

Attention: Derek Bulas and Jennifer Pankratz

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

Mayer Brown LLP

71 South Wacker Drive

Chicago, Illinois 60606,

Facsimile: 312-706-8123

Attention: Paul M. Crimmins and Jason P. Wagenmaker

5.02 Amendment. This Agreement and any Warrant Certificate may be amended by the parties hereto by executing a supplemental warrant agreement, without the consent of any of the Holders, for the purpose of (i) curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein, or making any other provisions with respect to matters or questions arising under this Agreement that is not inconsistent with the provisions of this Agreement or the Warrants, (ii) evidencing the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company contained in this Agreement and the Warrants, (iii) adding to the covenants of the Company for the benefit of the Holders or surrendering any right or power conferred upon the Company under this Agreement, or amending this Agreement and the Warrants in any manner that the Company may deem to be necessary or desirable and that will not adversely affect the interests of the Holders in any material respect. All other modifications or amendments to this Agreement, including any amendment to increase the Exercise Price or shorten the Exercise Period, shall require the written consent of the Holders of a majority of the then outstanding Warrants. Notwithstanding the foregoing, the Company may extend the duration of the Exercise Period in accordance with Section 3.02 of this Agreement without such consent.

5.03 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto as hereinafter provided.

5.04 Headings. The descriptive headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

21

5.05 Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York. Each of the parties hereto hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereto hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon a party may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 5.01 of this Agreement. Such mailing shall be deemed personal service and shall be legal and binding upon the party receiving such service in any action, proceeding or claim.

5.06 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PERSON MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR A WARRANT.

5.07 Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any law, or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either party hereto. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

5.08 Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

5.09 Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holders. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns and of the Holders.

5.10 Termination. This Agreement shall terminate at the Expiration Date (or Close of Business on the Settlement Date with respect to any Exercise Agreement delivered prior to the Expiration Date). Notwithstanding the foregoing, this Agreement will terminate on such earlier date on which all outstanding Warrants have been exercised. All provisions regarding indemnification, warranty, liability and limits thereon shall survive the termination or expiration of this Agreement.

22

5.11 Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(a) when a reference is made in this Agreement to a Section, such reference is to a Section of this Agreement unless otherwise indicated;

(b) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

(c) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(d) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; and

(e) references to a Person are also to its successors and permitted assigns.

5.12 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission or electronic communication) in two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission or by email delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

[Signature pages follow]

23

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written.

[Signature Page to Warrant Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written.

[Signature Page to Warrant Agreement]

[Signature Page to Warrant Agreement]

[Signature Page to Warrant Agreement]

EXHIBIT A

Form of Warrant Certificate

[Face of Warrant Certificate]

THIS SECURITY AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS SECURITY, THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

WARRANT

TO PURCHASE

COMMON SHARES OF

ATLAS CORP.

Reference is hereby made to the Warrant Agreement, dated as of April 30, 2021 (the “Warrant Agreement”), among Atlas Corp., as issuer (the “Company”), and each of the investors specified on the signature pages thereto. Capitalized terms used but not defined herein have the meaning ascribed to such terms in the Warrant Agreement.

This certifies that _____, or its registered assigns, is the registered holder (the “Holder”) of _____ warrants (the “Warrants”) of Atlas Corp., a corporation existing under the laws of the Republic of The Marshall Islands, that would entitle the Holder, upon proper exercise during the Exercise Period to receive from the Company ______ common shares (the “Warrant Shares”), par value $0.01 per share, of the Company at the Exercise Price, subject to adjustment as described in the Warrant Agreement. The Warrants will vest on the Original Issue Date, as set out in Section 3.02 of the Warrant Agreement. Subject to Section 3.02 of the Warrant Agreement, no Warrant may be exercised after the Expiration Date, and to the extent not exercised by such time such Warrants shall become void. Reference is made to the further provisions of this Warrant Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall be governed and construed in accordance with the internal laws of the State of New York.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be signed by the undersigned authorized officer of the Company.

Dated: April 30, 2021

ATLAS CORP.

[Reverse of Warrant Certificate]

ATLAS CORP.

By accepting a Warrant Certificate, the Holder shall be bound by all of the terms and provisions of the Warrant Agreement (a copy of which is available on request to the Company) and any amendments thereto as fully and effectively as if such Holder had signed the same.

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants by the Company expiring on the Expiration Date, entitling the Holder upon proper exercise to receive Warrant Shares pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and each Holder of the Warrants.

The Holder of the Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth below on this Warrant Certificate, properly completed and executed, together with payment of the aggregate Exercise Price (other than in the case of a cashless exercise pursuant to Section 3.03(b)(ii) of the Warrant Agreement) in accordance with the provisions set forth on the face of this Warrant Certificate and in the Warrant Agreement. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the Holder hereof or such Holder’s permitted assignee a new Warrant Certificate evidencing the number of Warrants not exercised.

The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant, each as set forth on the face hereof, may, subject to certain conditions, be adjusted.

Warrant Certificates, when surrendered to the Company by the Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

Upon due presentation for registration of transfer of this Warrant Certificate to the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge.

The Company may deem and treat the registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the Holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary.

The Warrant Agreement permits, with certain exceptions therein provided, the supplementing or amendment thereof in writing at any time by the Company and the Investor. Any such supplement or amendment shall be conclusive and binding upon the Company and the Holders and upon all future Holders of this Warrant and any Warrant issued upon the registration of transfer thereof or in exchange thereof whether or not notation of such consent is made upon such Warrant or any other Warrant.

EXHIBIT B

FORM OF EXERCISE AGREEMENT

(To Be Executed by the Holder in Order to Exercise Warrants)

Reference is hereby made to the Warrant Agreement, dated as of April [•], 2021 (the “Warrant Agreement”), between Atlas Corp., as issuer (the “Company”), and the investors party thereto. Capitalized terms used but not defined herein have the meaning ascribed to such terms in the Warrant Agreement.

☐ The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive _____ Warrant Shares and herewith tenders payment for such Warrant Shares to the order of the Company, in the amount of _____ U.S. dollars per share of Common Stock in accordance with the terms of the Warrant Agreement, by certified or official bank check made payable to the order of the Company or by wire transfer of immediately available funds to an account designated in writing by the Company OR

☐ The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive _____ Warrant Shares and hereby elects to use the “cashless exercise” option to purchase the Warrant Shares under Section 3.03(b)(ii) of the Warrant Agreement.

The undersigned requests that a certificate for such Warrant Shares be registered in the name of:

PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER

and be delivered to:

(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE)

and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Holder at the address stated below:

(PLEASE PRINT OR TYPE ADDRESS)

Exhibit 4.3

ATLAS CORP.

- and -

THE INVESTORS SPECIFIED HEREIN

REGISTRATION RIGHTS AGREEMENT

April 30, 2021

Table of Contents

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2021, by and between Atlas Corp., a corporation existing under the laws of the Republic of The Marshall Islands (the “Company”), and each of the investors specified on the signature pages hereto (including any permitted successors or assigns, the “Investors”).

WHEREAS, the Company has entered into a Warrant Agreement dated as of the date hereof (the “Warrant Agreement”) among the Company and the Investors, pursuant to which it has issued 5,000,000 warrants (the “Warrants”) exercisable for common shares, par value $0.01 per share (the “Common Shares”), of the Company;

WHEREAS, the Investors are the initial Holders (as defined below) of the Warrants;

WHEREAS, the Company has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Holders; and

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. The terms set forth below are used herein as so defined:

“Affiliate” of any Person means any other Person, directly or indirectly, Controlling, Controlled by or under common Control with such particular Person.

“Agreement” has the meaning specified therefor in recitals of this Agreement. “Board” means the Board of Directors of the Company.

“Business Day” means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Commission” means the U.S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act or the Exchange Act, whichever is the relevant statute for the particular purpose.

“Common Shares” has the meaning specified therefor in the recitals of this Agreement.

“Common Share Registration Default” has the meaning specified therefor in Section 2.02 of this Agreement.

“Common Share Resale Registration Statement” has the meaning specified therefor in Section 2.01 of this Agreement.

“Company” has the meaning specified therefor in the recitals of this Agreement.

1

“Company Underwritten Offering” has the meaning specified therefor in Section 2.06 of this Agreement.

“Control” means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person whether though the ownership of voting securities, by contract or otherwise. The terms “Controlled” and “Controlling” shall have correlative meanings.

“Controlling Person” has the meaning specified therefor in Section 2.07(i) of this Agreement.

“Effective Date” means the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.

“Effectiveness Period” means the period beginning on the Effective Date for the applicable Registration Statement and ending at the time all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities.

“Electing Holders” has the meaning specified therefor in Section 2.05 of this Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exercise Price” has the meaning specified therefor in the Warrant Agreement.

“Governmental Authority” means any federal, state, local or foreign government, or other governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

“Holder” means the Investors and any other Persons who acquire Registrable Securities from time to time in accordance with Section 2.13 of this Agreement, in each case for so long as such Person owns any Registrable Securities.

“Inspectors” has the meaning specified therefor in Section 2.07(k) of this Agreement. “Investors” has the meaning specified therefor in the recitals of this Agreement.

“Issue Date” means April 30, 2021.

“Law” means any statute, law, ordinance, regulation, rule, order, code, governmental restriction, decree, injunction or other requirement of law, or any judicial or administrative interpretation thereof, of any Governmental Authority.

“Losses” has the meaning specified therefor in Section 2.11(a) of this Agreement.

“Managing Underwriter” means, with respect to any Underwritten Offering, the book- running lead manager of such Underwritten Offering.

“NYSE” means The New York Stock Exchange, Inc.

2

“Person” means an individual or a corporation, limited liability company, corporation, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“Piggyback Notice” has the meaning specified therefor in Section 2.06 of this Agreement.

“Records” has the meaning specified therefor in Section 2.07(k) of this Agreement.

“Registrable Securities” means the Registrable Shares until such time as they cease to be Registrable Securities pursuant to Section 1.02 of this Agreement.

“Registrable Shares” means the Common Shares issued or issuable upon the exercise of the Warrants. Notwithstanding anything to the contrary herein, in order for any Common Shares issuable upon the exercise of the Warrants to be included in any Registration Statement, the exercise of such Warrants must be effected no later than immediately prior to the closing of any sales under the Registration Statement pursuant to which such Common Shares are to be sold.

“Registration Expenses” means all expenses incident to the Company’s performance under or compliance with this Agreement to effect the registration of Registrable Securities on a Registration Statement pursuant to Section 2.01 or an Underwritten Offering covered under this Agreement, and the disposition of such Registrable Securities, including, without limitation, all registration, filing, securities exchange listing and NYSE fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, Inc., fees of transfer agents and registrars, all word processing, duplicating and printing expenses, any transfer taxes, and the fees and disbursements of counsel and independent public accountants for the Company, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance.

“Registration Statement” means any registration statement of the Company relating to the registration for resale of Registrable Securities pursuant to a Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

“Rule 144”, “Rule 405” and “Rule 415” means, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

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

“Selling Expenses” means all underwriting discounts and selling commissions or similar fees or arrangements allocable to the sale of the Registrable Securities, and fees and disbursements of counsel to the Selling Holders, except for the reasonable fees and disbursements of counsel for the Selling Holders required to be paid by the Company pursuant to Section 2.10 and 2.11.

“Selling Holder” means a Holder who is selling Registrable Securities under a Registration Statement pursuant to the terms of this Agreement.

“Selling Holder Indemnified Persons” has the meaning specified therefor in Section 2.11(a) of this Agreement.

3

“Shelf Registration Statement” means a registration statement under the Securities Act to permit the public resale of the Registrable Securities from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect).

“Underwritten Offering” means an offering (including an offering pursuant to a Shelf Registration Statement) in which Registrable Securities are sold to one or more underwriters on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks.

“Underwritten Offering Notice” has the meaning specified therefor in Section 2.05 of this Agreement.

“Warrant Agreement” has the meaning specified therefor in the recitals of this Agreement.

“Warrant Amount” means, as to any particular Holder, the number of Warrants held by such Holder multiplied by the Exercise Price.

“Warrants” has the meaning specified therefor in the recitals of this Agreement.

Section 1.02 Registrable Securities. Any Registrable Security shall cease to be a Registrable Security at the earliest of the following: (a) when a registration statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective registration statement; (b) when such Registrable Security has been sold or disposed of pursuant to Rule 144 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) under circumstances in which all of the applicable conditions of Rule 144 (as then in effect) are met; (c) when such Registrable Security is held by the Company; or (d) when such Registrable Security has been sold or disposed of in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities pursuant to Section 2.13 hereof.

ARTICLE II

REGISTRATION RIGHTS

Section 2.01 Common Shares Shelf Registration. The Company agrees, on or prior to seventy-five (75) days after the Issue Date, to prepare and file with the Commission a registration statement under the Securities Act on an appropriate form, or a prospectus supplement to an existing registration statement of the Company, to register, under the Securities Act, the Common Shares issuable upon exercise of the Warrants and to permit the public resale of the Common Shares issuable upon exercise of the Warrants (such registration statement, the “Common Share Resale Registration Statement”). The Common Share Resale Registration Statement shall be on Form F-3 or, if Form F-3 is not then available to the Company, on Form F-1 or such other form of registration statement as is then available to effect a registration for resale of the Registrable Shares, covering the Registrable Shares, and shall contain a prospectus in such form as to permit any Selling Holder covered by such Common Share Resale Registration Statement to sell such Registrable Shares pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the Effective Date for such Common Share Resale Registration Statement.

4

The Company shall use its reasonable best efforts to cause a Common Share Resale Registration Statement filed pursuant to this Section 2.01 to be declared effective under the Securities Act as promptly as practicable after filing, but in no event later than one-hundred thirty-five (135) days after the Issue Date.

A Common Share Resale Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Selling Holders, including by way of an Underwritten Offering, if such an election has been made pursuant to Section 2.05 of this Agreement. During the Effectiveness Period, the Company shall use its reasonable best efforts to cause a Common Share Resale Registration Statement filed pursuant to this Section 2.01 to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Common Share Resale Registration Statement is available or, if not available, that another registration statement is available for the resale of the Registrable Shares until all Registrable Shares have ceased to be Registrable Securities.

As soon as practicable following the Effective Date of a Common Share Resale Registration Statement, but in any event within three (3) Business Days of such date, the Company shall notify the Holders of the effectiveness of such Common Share Resale Registration Statement. When effective, a Common Share Resale Registration Statement (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Common Share Resale Registration Statement, in the light of the circumstances under which a statement is made).

If at any time the Commission deems the registration of any Registrable Shares to be a primary offering by the Company, and the Commission prohibits the use of Rule 415 under the Securities Act (or any similar provision then in force) to sell such Registrable Shares on a delayed or continuous basis, then the parties agree that the Company’s failure to have a Common Share Resale Registration Statement declared effective shall not be a breach of this Agreement. In such event, the Company shall be permitted to exclude from such Common Share Resale Registration Statement such number of Registrable Shares so as to allow such Common Share Resale Registration Statement to be eligible for Rule 415. In the event that any Registrable Shares are excluded from the Common Share Resale Registration Statement for purposes of maintaining eligibility to use Rule 415, the Company agrees that it shall use its reasonable best efforts to file another Common Share Resale Registration Statement (or, if permitted, a post-effective amendment) registering such excluded Registrable Shares as soon as reasonably practicable. In such event, the number of Registrable Shares to be registered for each Holder in the Registration Statement shall be reduced pro rata among all then applicable Holders.

Section 2.02 Registration Defaults. If (i) the Common Share Resale Registration Statement has not been filed and become effective or been declared effective by the Commission on or prior to the date that such Registration Statement is required to become or be declared effective pursuant to Section 2.01 of this Agreement (if the Company files the Common Share Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.07(c) of this Agreement, the Company shall be deemed to have not satisfied this clause (i)), (ii) the Common Share Resale Registration Statement required by Section 2.01 of this Agreement is filed and declared effective but thereafter ceases to be effective or usable in connection with resales of Registrable Shares during the time periods specified in this Agreement, (iii) the Common Share Resale Registration Statement when declared effective fails to register all of the Registrable Shares, or (iv) the Company requires Holders to refrain from disposing of their Registrable Shares under the circumstances described in Section 2.04 of this Agreement and that suspension period exceeds sixty (60) days in one instance or sixty (60) days in the aggregate during any consecutive 12-month period (each such event referred to in clauses (i) through (iv), a “Common Share Registration Default” and for purposes of clauses (i), (ii) and (iii), the date on which such Event occurs, and for purpose of clause (iv) the date on which such sixty (60)

5

day period is exceeded being referred to as “Registration Default Date”), then, in addition to any other rights the Holders may have under this Agreement or under applicable law, on each such Registration Default Date and on each monthly anniversary of each such Registration Default Date (if the applicable Registration Default shall not have been cured by such date) until the applicable Registration Default is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of one percent (1.00%) multiplied by such Holder’s Warrant Amount. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.02 in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of eighteen percent (18%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to this Section 2.02 shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Default. The partial liquidated damages pursuant to this Section 2.02 shall constitute the Holders’ exclusive monetary remedy for such events, but shall not affect the right of the Holders to seek injunctive relief.

Section 2.03 NYSE Listing. The Company shall prepare and file a listing application or supplemental listing application, as applicable, with the NYSE (or such other national securities exchange on which the Common Shares are then listed and traded) to list the Registrable Securities covered by each Registration Statement and shall take all action reasonably necessary to have such Registrable Securities approved for listing on the NYSE (or such other national securities exchange on which the Common Shares are then listed and traded) by the Effective Date of such Registration Statement, subject only to official notice of issuance. Following the initial listing of such Registrable Securities, the Company shall use its best efforts to maintain the listing of such Registrable Securities for so long as Company’s Common Stock continues to be listed on the NYSE or, if the Common Stock is not then listed on the NYSE, on the primary national securities exchange or automated quotation system on which the Common Stock is then listed or authorized for quotation or on any over-the-counter market.

Section 2.04 Delay Rights. Notwithstanding anything to the contrary contained herein, the Company may, upon written notice to (i) all Holders, delay the filing of a Registration Statement required under Section 2.01, or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to such Registration Statement or other registration statement contemplated by this Agreement but may settle any previously made sales of Registrable Securities) if the Company (x) is pursuing an acquisition, merger, tender offer, reorganization, restructuring, disposition or other similar transaction and the Board determines in good faith that (A) the Company’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (B) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post effective basis, as applicable, or (y) has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of the Board, would materially adversely affect the Company; provided, however, in no event shall (A) such filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.04 for a period that exceeds sixty (60) days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.04 from selling Registrable Securities pursuant to such Registration Statement or other registration statement for a period that exceeds an aggregate of sixty (60) days in any twelve (12) month period, in each case, exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice, but in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are included in such Registration Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

6

Section 2.05 Underwritten Offerings. Upon request by ay Holder or Holders (such request, an “Underwritten Offering Notice” and such electing Holders, the “Electing Holders”), the Company shall retain underwriters in order to permit the Electing Holders to effect an Underwritten Offering; provided, however, that the Holders shall have the option and right to require the Company to effect not more than three Underwritten Offerings pursuant to and subject to the conditions of this Section 2.05, subject to a maximum of two Underwritten Offerings during any 12-month period.

In connection with any Underwritten Offering under this Agreement, the Company shall be entitled to select the Managing Underwriter or Underwriters, but only with the consent of the Electing Holders (not to be unreasonably conditioned, withheld or delayed). In connection with an Underwritten Offering contemplated by this Agreement, each Electing Holder and the Company shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Electing Holder may participate in such Underwritten Offering unless such Electing Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Electing Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also be made to and for such Electing Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Electing Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Electing Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method of distribution and any other representation required by Law.

If any Electing Holder disapproves of the terms of an underwriting, such Electing Holder may elect to withdraw therefrom by notice to the Company and the Managing Underwriter; provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering. If the registration statement relating to an Underwritten Offering is suspended pursuant to Section 2.04, the events will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.05. No such withdrawal or abandonment shall affect the Company’s obligation to pay Registration Expenses pursuant to Section 2.10. If all Electing Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will be considered an Underwritten Offering and will decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.05 unless in connection with such withdrawal the Electing Holders reimburse the Company for its Registration Expenses, in which case such withdrawal will not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have the right and option to request under this Section 2.05.

Except as otherwise set forth in this Section 2.05 or Section 2.06, Company shall not include in any Underwritten Offering any securities which are not Registrable Securities without the prior written consent of the Holders. If the Managing Underwriter of a proposed Underwritten Offering advises the Company and the Holders of Registrable Securities in writing that in its opinion the number of

7

Registrable Securities proposed to be included in the Underwritten Offering exceeds the number of Registrable Securities which can be sold in such Underwritten Offering and/or the number of Registrable Securities proposed to be included in such Underwritten Offering would adversely affect the price of the Registrable Securities proposed to be sold in such Underwritten Offering, the Company shall include in such Underwritten Offering (i) first, the Registrable Securities the Holders propose to sell, and (ii) second, the Common Shares proposed to be included therein by any other Persons (including Common Shares to be sold for the account of the Company and/or other holders of Common Shares) allocated among such Persons in such manner as they may agree. If the Managing Underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities owned by each such Holder.

Section 2.06 Piggyback Offering. If the Company shall at any time propose to conduct an underwritten offering of Common Shares for cash (a “Company Underwritten Offering”) for its own account or for the account of any other Persons (excluding, for the avoidance of doubt, (i) an offering pursuant to a Registration Statement on Form S-8 or other offering relating solely to an employee benefit plan, (ii) an offering pursuant to a Registration Statement on Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto or (iii) an offering in connection with any dividend or distribution reinvestment or similar plan), the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least ten (10) Business Days before) the commencement of the offering, which notice will set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), if known, the anticipated filing date of the registration statement (if applicable) and the number of Common Shares that are proposed to be offered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter(s) of a Company Underwritten Offering advises the Company that in their opinion the inclusion of any of a Holder’s Registrable Shares requested for inclusion in the subject Company Underwritten Offering would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such Company Underwritten Offering, the Company shall have no obligation to provide a Piggyback Notice to such Holder and such Holder shall have no right to include any Registrable Shares in such Company Underwritten Offering. The Piggyback Notice shall offer the Holders the opportunity to include in such Company Underwritten Offering the number of Registrable Shares as they may request. The Company shall use its reasonable best efforts to include in each such Company Underwritten Offering such Registrable Shares for which the Company has received written requests for inclusion therein within five (5) Business Days after sending the Piggyback Notice.

If the managing underwriter(s) of a Company Underwritten Offering advise the Company and the Holders who have requested their Registrable Shares be included in such offering following a Piggyback Notice that in its or their opinion the inclusion of all of such Holders’ Registrable Shares requested for inclusion in the subject Company Underwritten Offering (and any other Common Shares proposed to be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such offering by the Company, the Company shall include in such Company Underwritten Offering only that number of Common Shares proposed to be included in such Company Underwritten Offering that, in the opinion of the managing underwriter(s), will not have such adverse effect, with such number to be allocated as follows:

(A) first, up to 100% of the Common Shares that the Company or any Person (other than a Holder) exercising a contractual right that existed as of the Issue Date to demand registration, as the case may be, proposes to include in the Company Underwritten Offering;

8

(B) second, and only if all of the Common Shares, if any, referred to in clause (A) have been included, up to 100% of the Common Shares proposed to be offered by security holders having registration rights existing prior to the Issue Date;

(C) third, and only if all of the Common Shares referred to in clause (B) have been included, pro rata (based on the number of Common Shares held by each such Person or Holder) among (1) any Person or Persons exercising a contractual right that was granted by the Company after the Issue Date to demand registration and (2) all the Holders who have requested participation in such Company Underwritten Offering; and

(D) fourth, and only if all of the Registrable Securities and other Common Shares referred to in clause (C) have been included in such registration, any Common Shares eligible for inclusion in such registration other than those set forth in clauses (A) through (C) above.

If any Holder disapproves of the terms of any such Company Underwritten Offering, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s) delivered on or prior to the time of the commencement of such offering.

The Company shall have the right to terminate or withdraw any Company Underwritten Offering initiated by it under this Section 2.06 at any time in its sole discretion whether or not any Holder has elected to include Registrable Shares. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.10 hereof.

Section 2.07 Sale Procedures. In connection with its obligations under this Article II, the Company shall, as expeditiously as possible:

(a) use its reasonable best efforts to prepare and file with the Commission such amendments and supplements to a Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement;

(b) if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from a Registration Statement and the Managing Underwriter at any time shall notify the Company in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Company shall use its reasonable best efforts to include such information in such prospectus supplement;

(c) furnish to each Selling Holder (i) as far in advance as is reasonably practicable before filing a Registration Statement or any other registration statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission other than annual or quarterly reports on Form 20-F or 6-K, respectively, current reports on Form 6-K or proxy statements; provided, however, that such reports or proxy statements shall be provided at least two (2) Business Days prior to filing in connection with any Underwritten Offering), and provide each such Selling Holder the opportunity to object to any

9

information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing a Registration Statement or such other registration statement or supplement or amendment thereto, and (ii) such number of copies of such Registration Statement or such other registration statement and the prospectus included therein and any supplements and amendments thereto as such Selling Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Registration Statement or other registration statement;

(d) if applicable, use its reasonable best efforts to register or qualify the Registrable Securities covered by a Registration Statement or any other registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall reasonably request; provided, however, that the Company shall not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject;

(e) promptly notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered by any of them under the Securities Act, of (i) the filing of a Registration Statement or any other registration statement contemplated by this Agreement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Registration Statement or any other registration statement or any post-effective amendment thereto, when the same has become effective; and (ii) the receipt of any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or supplements to such Registration Statement or any other registration statement or any prospectus or prospectus supplement thereto;

(f) promptly notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in a Registration Statement or any other registration statement contemplated by this Agreement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained therein, in the light of the circumstances under which a statement is made); (ii) the issuance or express threat of issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or any other registration statement contemplated by this Agreement, or the initiation of any proceedings for that purpose; or (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, the Company agrees to as promptly as practicable amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and use its reasonable best efforts to take such other action as is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;

10

(g) upon request and subject to appropriate confidentiality obligations, furnish to each Selling Holder copies of any and all transmittal letters or other correspondence with the Commission or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable Securities;

(h) in the case of an Underwritten Offering, use its reasonable best efforts to furnish to the underwriters upon request, (i) an opinion of counsel for the Company dated the date of the closing under the underwriting agreement and (ii) a “cold comfort” letter, dated the pricing date of such Underwritten Offering and a letter of like kind dated the date of the closing under the underwriting agreement, in each case, signed by the independent public accountants who have certified the Company’s financial statements included or incorporated by reference into the applicable registration statement, and each of the opinion and the “cold comfort” letter shall be in customary form and covering substantially the same matters with respect to such registration statement (and the prospectus and any prospectus supplement included therein) as have been customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in Underwritten Offerings of securities by the Company and such other matters as such underwriters and Selling Holders may reasonably request;

(i) if any Registration Statement refers to any Selling Holder by name or otherwise as the holder of any securities of the Company and if in its sole and exclusive judgment such Selling Holder is or might be deemed to be an underwriter or “controlling person” (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (a “Controlling Person”) of the Company, such Selling Holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such Selling Holder and presented to the Company in writing, to the effect that the holding by such Selling Holder of such securities is not to be construed as a recommendation by such Selling Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Selling Holder shall assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such Selling Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Selling Holder;

(j) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement, covering a period of twelve months beginning within three months after the Effective Date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;

(k) make available for inspection by any Selling Holder of Registrable Securities, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such holder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such Registration Statement; provided, that the Company need not disclose any non-public information to any such person unless and until such person has entered into a confidentiality agreement with the Company;

(l) use its reasonable best efforts to cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which the Common Shares are then listed or quoted;

11

(m) use its reasonable best efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Selling Holders to consummate the disposition of such Registrable Securities;

(n) obtain the consent or approval of each governmental agency or authority, whether federal, state, provincial or local, which may be required to effect a Shelf Registration or the offering or sale in connection therewith or to enable the Selling Holder to offer, or consummate the disposition of, their Registrable Securities in the United States;

(o) provide CUSIP numbers for all Registrable Securities, not later than the applicable Effective Date;

(p) take all action reasonably necessary to ensure that all Registrable Securities are eligible for deposit with The Depository Trust Company;

(q) provide a transfer agent and registrar for all Registrable Shares covered by such registration statement not later than the Effective Date of such registration statement;

(r) enter into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities (including making appropriate officers of the Company available to participate in any “road show” presentations before analysts, and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Securities));

(s) if requested by a Selling Holder, (i) as soon as practicable incorporate in a prospectus supplement or post-effective amendment such information as such Selling Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering, and (ii) as soon as practicable make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and

(t) otherwise use its reasonable best efforts to take all other actions necessary or advisable to effect the registration of such Registrable Securities contemplated hereby and to ensure that the transactions contemplated herein are effected as so contemplated.

Each Selling Holder, upon receipt of notice from the Company of the happening of any event of the kind described in Section 2.07(f), shall forthwith discontinue offers and sales of the Registrable Securities by means of a prospectus or prospectus supplement until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.07(f) or until it is advised in writing by the Company that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings incorporated by reference in the prospectus, and, if so directed by the Company, such Selling Holder shall, or shall request the Managing Underwriter, if any, to deliver to the Company (at the Company’s expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

12

Section 2.08 Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in a Registration Statement who has failed to timely furnish after receipt of a written request from the Company such information that the Company determines, after consultation with its counsel, is reasonably required in order for the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Section 2.09 Restrictions on Public Sale by Holders of Registrable Securities. To the extent requested by the Managing Underwriter, each Holder of Registrable Securities that participates in an Underwritten Offering will enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the ninety (90) day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Company or the officers, directors or any other Affiliate of the Company on whom a restriction is imposed, (ii) the restrictions set forth in this Section 2.09 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Selling Holder.

Section 2.10 Expenses. The Company shall pay all Registration Expenses, including, in the case of an Underwritten Offering, the Registration Expenses of an Underwritten Offering, regardless of whether any sale is made pursuant to a Registration Statement or such Underwritten Offering, and will reimburse the Holders for the reasonable fees and disbursements of one firm or counsel designated by the Holders to act as counsel for the Holders in connection with each Registration Statement.

Section 2.11 Indemnification.

(a) By the Company. The Company, shall indemnify and hold harmless each Holder, its directors, officers, managers, employees, investment managers, agents and Affiliates and each Person, if any, who controls such Holder or its Affiliates within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees, investment managers or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact (in the case of any Prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) such Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulations promulgated under the Securities Act, the Exchange Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and shall reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company shall not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in such Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

13

(b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, its directors, officers, employees and agents and each Person, if any, who controls the Company within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by such Selling Holder expressly for inclusion in such Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.

(c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party other than under this Section 2.11. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.11 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the indemnified party or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnifying party shall settle any action brought against any indemnified party with respect to which such indemnified party is entitled to indemnification hereunder without the consent of the indemnified party, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, the indemnified party.

(d) Contribution. If the indemnification provided for in this Section 2.11 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an

14

aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating, defending or resolving any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(e) Other Indemnification. The provisions of this Section 2.11 shall be in addition to any other rights to indemnification or contribution that an indemnified party may have pursuant to law, equity, contract or otherwise.

Section 2.12 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its best efforts to:

(a) make and keep public information regarding the Company available, as those terms are understood and defined in Rule 144 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect), at all times from and after the date hereof;

(b) to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at all times from and after the date hereof;

(c) so long as a Holder owns any Registrable Securities, furnish, unless otherwise available electronically at no additional charge via the Commission’s EDGAR system, to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the Company, and such other reports and documents as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration; and

(d) take such further action as any Holder may reasonably request to enable such Holder to sell such Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions relating to such sale pursuant to Rule 144.

Section 2.13 Transfer or Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities granted to the Holders by the Company under this Article II may be transferred or assigned by a Holder to one or more transferees or assignees of Registrable Securities without the consent of the Company; provided, however, that (a) the Company is given written notice of said transfer or assignment, stating the name and address of each of the transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned, (b) such transferee or assignee is an Affiliate or subsidiary of Fairfax Financial Holdings Limited and (c) each such transferee or assignee assumes in writing responsibility for its portion of the obligations of the Holder under this Agreement.

15

Section 2.14 Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not, without the prior written consent of the Holders (a) grant any registration rights to third parties which are more favorable than or inconsistent with the rights granted hereunder; or (b) enter into any agreement, take any action, or permit any change to occur, with respect to their respective securities or organizational documents that violates or subordinates the rights expressly granted to the Holders of Registrable Securities in this Agreement.

ARTICLE III

MISCELLANEOUS

Section 3.01 Communications. All notices and other communications in connection with this Agreement shall be in writing and shall be deemed given (and shall be deemed to have been duly given upon receipt) if delivered personally, sent via electronic transmission or facsimile (with confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the parties at the following addresses (or at such other address for a party as will be specified by like notice):

Atlas Corp.

23 Berkeley Square

London W1J 6HE

United Kingdom

Facsimile: +44f843 320 5270

Attention: Chief Financial Officer

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

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, New York 10020

Facsimile: 212-884-8470

Attention: Christopher C, Paci

c/o Fairfax Financial Holdings Limited

95 Wellington Street West

Toronto, Ontario M5J 2N7

Canada

Fax: 416-367-2201

Attention: Derek Bulas and Jennifer Pankratz

16

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

Mayer Brown LLP

71 South Wacker Drive

Chicago, Illinois 60606

Facsimile: 312-706-8123

Attention: Paul M. Crimmins and Jason P. Wagenmaker

Section 3.02 Successor and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties, including subsequent Holders of Registrable Securities to the extent permitted herein.

Section 3.03 Assignment of Rights. All or any portion of the rights and obligations of the Holders under this Agreement may be transferred or assigned by a Holder only in accordance with Section 2.13 hereof.

Section 3.04 Recapitalization, Exchanges, Etc. Affecting the Common Shares. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all equity interests of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Registrable Shares, and shall be appropriately adjusted for combinations, share splits, recapitalizations, pro rata distributions of shares and the like occurring after the date of this Agreement.

Section 3.05 Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf’ format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf’ signature page were an original thereof.

Section 3.06 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

Section 3.07 Governing Law; Jurisdiction. This Agreement, including all issues and questions concerning its application, construction, validity, interpretation and enforcement, shall be construed in accordance with, and governed by, the laws of the State of New York. EACH OF THE PARTIES HERETO CONSENTS TO SUBMIT ITSELF TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN AND ANY UNITED STATES FEDERAL COURTS LOCATED IN THE SOUTHERN DISTRICT OF NEW YORK, WITH RESPECT TO ANY CLAIM OR CAUSE OF ACTION ARISING UNDER OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY, AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT, AND AGREES THAT ALL SERVICE OF PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO IT AT ITS ADDRESS AS SET FORTH IN Section 3.01, AND THAT SERVICE SO MADE SHALL BE TREATED AS COMPLETED WHEN RECEIVED. EACH OF THE PARTIES HERETO WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND WAIVES ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED IN

17

ANY SUCH COURT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, AND ENFORCEMENT HEREOF. NOTHING IN THIS Section 3.07 SHALL AFFECT THE RIGHT OF THE PARTIES HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING, EACH OF THE PARTIES HERETO AGREES THAT EACH OF THE OTHER PARTIES HERETO SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING FOR ENFORCEMENT OF A JUDGMENT ENTERED BY A COURT PERMITTED BY THIS Section 3.07 IN ANY OTHER COURT OR JURISDICTION.

Section 3.08 Waiver of Immunity. To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Company hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement.

Section 3.09 Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures such Holder could purchase U.S. dollars with such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligations of the Company in respect of any sum due from them to any Holder shall, notwithstanding any judgment in any currency other than U.S. dollars, not be discharged until the first business day, following receipt by such Holder of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Holder may in accordance with normal banking procedures purchase U.S. dollars with such other currency; if the U.S. dollars so purchased are less than the sum originally due to such Holder hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Holder against such loss. If the U.S. dollars so purchased are greater than the sum originally due to such Holder hereunder, such Holder agrees to pay to the Company an amount equal to the excess of the U.S. dollars so purchased over the sum originally due to such Holder hereunder.

Section 3.10 Severability of Provisions. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction.

Section 3.11 Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the rights granted by the Company set forth herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

Section 3.12 Amendment. This Agreement may be amended only by means of a written amendment signed by the Company and the Investors; provided, however, that no such amendment shall materially and adversely affect the rights of any Holder hereunder without the prior written consent of such Holder.

18

Section 3.13 No Presumption. If any claim is made by a party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel.

Section 3.14 Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Holders (and their permitted transferees and assignees) and the Company shall have any obligation hereunder. No recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, investment manager, agent, general or limited partner, manager, member, investor or Affiliate of any Holder or any former, current or future director, officer, employee, investment manager, agent, general or limited partner, manager, member, investor or Affiliate thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, investment manager, agent, general or limited partner, manager, member, investor or Affiliate of the Holder or any former, current or future director, officer, employee, investment manager, agent, general or limited partner, manager, member, investor or Affiliate thereof, as such, for any obligations of the Holder under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of a Holder hereunder.

Section 3.15 Interpretation. Article and Section references are to this Agreement, unless otherwise specified. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The words “include,” “includes” and “including” or words of similar import shall be deemed to be followed by the words “without limitation.” Whenever any determination, consent or approval is to be made or given by the Holders (and their permitted transferees or assignees) under this Agreement, such action shall be in each such Holder’s (and its permitted transferees or assignees) sole discretion unless otherwise specified. Unless expressly set forth or qualified otherwise (e.g., by “Business” or “Trading”), all references herein to a “day” are deemed to be a reference to a calendar day.

Section 3.16 Injunctive Relief. It is hereby agreed and acknowledged that it shall be impossible to measure in money the damages that would be suffered if the parties fail to comply with any of the obligations herein imposed on them and that in the event of any such failure, an aggrieved Person shall be irreparably damaged and shall not have an adequate remedy at law. Any such Person shall, therefore, be entitled (in addition to any other remedy to which it may be entitled in law or in equity or under this Agreement) to injunctive relief, including, without limitation, specific performance, to enforce such obligations, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

[Signature pages follow]

19

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

ATLAS CORP.

[Signature Page to Registration Rights Agreement]

[Signature Page to Registration Rights Agreement]

[Signature Page to Registration Rights Agreement]

[Signature Page to Registration Rights Agreement]