AGREEMENT AND PLAN OF MERGER by and among SEASPAN CORPORATION, ATLAS CORP., and SEASPAN HOLDCO V LTD. Dated as of November 20, 2019Merger Agreement • November 22nd, 2019 • Seaspan CORP • Deep sea foreign transportation of freight • Marshall Islands
This Agreement and Plan of Merger (this “Agreement”) is made and entered into, as of November 20, 2019, by and among (i) Seaspan Corporation, a corporation organized under the laws of the Republic of the Marshall Islands with limited liability (the “Company”), (ii) Atlas Corp., a corporation organized under the laws of the Republic of the Marshall Islands and a direct wholly-owned subsidiary of the Company (“Atlas”), and (iii) Seaspan Holdco V Ltd., a corporation organized under the laws of the Republic of the Marshall Islands and a direct wholly-owned subsidiary of Atlas (“Merger Sub”). The Company, Atlas and Merger Sub are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
ACQUISITION AGREEMENT AMONG THE SELLERS PARTY HERETO, APPLE BIDCO LIMITED, SEASPAN CORPORATION, ATLAS CORP. AND FAIRFAX FINANCIAL HOLDINGS LIMITED, AS THE SELLER REPRESENTATIVE Dated as of November 20, 2019Acquisition Agreement • November 22nd, 2019 • Seaspan CORP • Deep sea foreign transportation of freight • Delaware
This ACQUISITION AGREEMENT is made as of November 20, 2019, among (i) the entities listed on Exhibit A under the heading “Fairfax”, including Fairfax Financial Holdings Limited, a company organized and existing under the laws of Canada (the “Fairfax Parties”), (ii) ACM Energy Holdings I Ltd. and ACM Apple Holdings I, LP (collectively, the “ACM Parties”), (iii) JCLA Cayman Limited (collectively with each of the Fairfax Parties, the ACM Parties and each Person who executes a Joinder Agreement, “Sellers” and each, a “Seller”), (iv) Apple Bidco Limited, a private limited company organized and existing under the laws of England and Wales (the “Company”), (v) Seaspan Corporation, a corporation organized and existing under the laws of the Republic of the Marshall Islands (“Seaspan”), (vi) Atlas Corp., a corporation organized and existing under the laws of the Republic of the Marshall Islands and, as of the date of this Agreement, a direct, wholly-owned Subsidiary of Seaspan (“Purchaser” and c
