Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report For the transition period from to Commission file number 001-39237 ATLAS CORP. (Exact Name of Registrant as Specified in Its Charter) Republic of the Marshall Islands (Jurisdiction of Incorporation or Organization) 23 Berkeley Square London, United Kingdom W1J 6HE (Address of Principal Executive Offices) Bing Chen 23 Berkeley Square London, United Kingdom W1J 6HE Telephone: +44 20 7788 7819 Facsimile: + 44 843 320 5270 (Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on which Registered Series D Preferred Shares, par value of $0.01 per share ATCO-PD New York Stock Exchange Series H Preferred Shares, par value of $0.01 per share ATCO-PH New York Stock Exchange 7.125% Notes due 2027 ATCOL The Nasdaq Stock Market LLC Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 204,328,277 Common Shares, par value of $0.01 per share 5,093,728 Series D Preferred Shares, par value of $0.01 per share 9,025,105 Series H Preferred Shares, par value of $0.01 per share 12,000,000 Series J Preferred Shares, par value of $0.01 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No x Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer o Non-accelerated filer x Emerging growth company o If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o Indicate by check mark whether any of those error correction are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP x International Financial Reporting Standards as Issued by the International Accounting Standards Board o Other o If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 o If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x Table of Contents ATLAS CORP. INDEX TO REPORT ON FORM 20-F PART I 1 Item 1. Identity of Directors, Senior Management and Advisors 4 Item 2. Offer Statistics and Expected Timetable 4 Item 3. Key Information 4 Item 4. Information on the Company 23 Item 4A. Unresolved Staff Comments 36 Item 5. Operating and Financial Review and Prospects 36 Item 6. Directors, Senior Management and Employees 55 Item 7. Major Shareholders and Related Party Transactions 58 Item 8. Financial Information 59 Item 9. The Offer and Listing 59 Item 10. Additional Information 59 Item 11. Quantitative and Qualitative Disclosures About Market Risk 67 Item 12. Description of Securities Other than Equity Securities 67 PART II 68 Item 13. Defaults, Dividend Arrearages and Delinquencies 68 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 68 Item 15. Controls and Procedures 68 Item 16. [Reserved] 69 Item 16A. Audit Committee Financial Expert 69 Item 16B. Code of Ethics 69 Item 16C. Principal Accountant Fees and Services 69 Item 16D. Exemptions from the Listing Standards for Audit Committees 70 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 70 Item 16F. Change in Registrants’ Certifying Accountant 70 Item 16G. Corporate Governance 70 Item 16H. Mine Safety Disclosure 70 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 70 Item 16J. Insider Trading Policies 70 Item 16K. Cybersecurity 70 PART III 72 Item 17. Financial Statements 72 Item 18. Financial Statements 72 Item 19. Exhibits 72 Table of Contents PART I Our disclosure and analysis in this Annual Report concerning our operations, cash flows, and financial position, including, in particular, the likelihood of our success in developing and expanding our business, include forward-looking statements (as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act). Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “continue”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, “projects”, “forecasts”, “will”, “may”, “potential”, “should” and similar expressions are forward-looking statements. Although these statements are based upon assumptions we believe to be reasonable based upon available information, including projections of revenues, operating margins, earnings, cash flow, working capital and capital expenditures, they are subject to risks and uncertainties that are described more fully in this Annual Report in the section titled “Risk Factors.” These forward-looking statements represent our estimates and assumptions only as of the date of this Annual Report and are not intended to give any assurance as to future results. As a result, you are cautioned not to rely on any forward-looking statements. Forward-looking statements appear in a number of places in this Annual Report. These statements include, among others: • future operating or financial results; • future growth prospects; • our business strategy and capital allocation plans, and other plans and objectives for future operations; • potential acquisitions, financing arrangements and other investments, and our expected benefits from such transactions; • our primary sources of funds for our short, medium and long-term liquidity needs; • the future valuation of our vessels and goodwill; • future time charters and vessel deliveries, including replacement charters and future long-term charters for certain existing vessels; • estimated future capital expenditures needed to preserve the operating capacity of our containership fleet and to comply with regulatory standards, our expectations regarding future operating expenses, including dry-docking and other ship operating expenses, and general and administrative expenses; • the impact of the conflict between Israel and Hamas, Hezbollah and Iran beginning October 2023 (the “Middle East Conflict”) and the attacks by Houthi Rebels from Yemen on commercial vessels traversing the Red Sea, Gulf of Aden and the Bab-el-Mandeb Strait (the “Red Sea Attacks”); • number of off-hire days and dry-docking requirements; • global economic and market conditions and shipping market trends, including charter rates and factors affecting supply and demand for our solutions; • our financial condition and liquidity, including our ability to borrow funds under our credit facilities, our ability to obtain waivers or secure acceptable replacement charters under certain of our credit facilities, our ability to refinance our existing facilities and notes and to obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities; • our continued ability to maintain, enter into or renew primarily long-term, fixed-rate time charters of our vessels with our existing customers or new customers; • the potential for early termination of long-term contracts and our potential inability to enter into, renew or replace long-term contracts; • changes in governmental rules and regulations or actions taken by regulatory authorities, and the effect of governmental regulations on our business; • our continued ability to meet specified restrictive covenants in our financing and lease arrangements, our notes and our preferred shares; • the financial condition of our customers, lenders and other counterparties and their ability to perform their obligations under their agreements with us; • our ability to leverage to our advantage our relationships and reputation in the maritime shipping industry; 1 Table of Contents • changes in technology, prices, industry standards, environmental regulation and other factors which could affect our competitive position, revenues and asset values; • disruptions and security threats to our technology systems; • taxation of our company, including our exemption from tax on our U.S. source international transportation income, and taxation of distributions to our shareholders; • potential liability from future litigation; and • other factors detailed in this Report and from time to time in our periodic reports. Forward-looking statements in this Annual Report are estimates and assumptions reflecting the judgment of senior management and involve known and unknown risks and uncertainties. These forward-looking statements are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Accordingly, these forward-looking statements should be considered in light of various important factors, including, but not limited to, those set forth in “Item 3. Key Information—D. Risk Factors.” We do not intend to revise any forward-looking statements in order to reflect any change in our expectations or events or circumstances that may subsequently arise except as required by law or regulation. We expressly disclaim any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in our views or expectations, or otherwise. You should carefully review and consider the various disclosures included in this Annual Report and in our other filings made with the Securities and Exchange Commission, or the SEC, that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations. Merger with Poseidon Acquisition Corp. On March 28, 2023, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 31, 2022, by and among Atlas, Poseidon Acquisition Corp. (“Poseidon”), an entity formed by certain affiliates of Fairfax Financial Holdings Limited (“Fairfax”), certain affiliates of the Washington Family (“Washington”), David Sokol, Chairman of the Board of Directors of the Company (the “Chairman”), Ocean Network Express Pte. Ltd., (“ONE”) and certain of their respective affiliates (collectively, the “Consortium”), and Poseidon Merger Sub, Inc., a wholly-owned subsidiary of Poseidon (“Merger Sub”), Merger Sub merged with and into the Company with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Poseidon (other than with respect to the Company’s preferred shares) (the “Merger”). Each common share outstanding prior to the Merger, other than common shares contributed to Poseidon immediately prior to the consummation of the Merger by Fairfax, Washington, the Chairman and the Company’s chief executive officer, was converted into the right to receive $15.50 per common share in cash. Accordingly, as of such date, all of the Company’s common shares are owned by Poseidon. Glossary Unless we otherwise specify or the context otherwise requires, when used in this Annual Report, (i) the terms “Atlas,” the “Company,” “we,” “our” and “us” refer to Atlas Corp. and its subsidiaries, (ii) the term “Seaspan” refers to Seaspan Corporation and its subsidiaries and (iii) the term “APR Energy” refers to Apple Bidco Limited, its subsidiary APR Energy Limited, and APR Energy Limited’s subsidiaries. References to Seaspan’s customers are as follows: Customer Reference CMA CGM S.A. CMA CGM China COSCO Holdings Company Limited COSCO Hapag-Lloyd AG Hapag-Lloyd Maersk Line A/S Maersk MSC Mediterranean Shipping Company S.A. MSC Ocean Network Express Pte. Ltd. ONE Yang Ming Marine Transport Corp. Yang Ming Marine ZIM Integrated Shipping Services Ltd. ZIM Evergreen Logistics Co., LTD Evergreen Contracts may be with subsidiaries of the listed customers. (1) (1) 2 Table of Contents We use the term “twenty-foot equivalent unit,” or TEU, the international standard measure of containers, in describing the capacity of our containerships, which are also referred to as “our vessels”. We identify the classes of our containerships by the approximate average TEU capacity of the containership in each class. However, the actual TEU capacity of a containership may differ from the approximate average TEU capacity of the containership in such containership’s class. We use the term “car equivalent unit”, or CEU, to describe the size of a Pure Car Truck Carrier (“PCTC”) and the number of cars they have the capacity to transport. Collectively, we refer to containerships and PCTC’s as “our vessels”. We use the term “megawatts”, representing a unit of energy, to describe the power generation capacity of our power assets. The actual megawatts that can be generated from our power assets, individually or in aggregate may differ from the approximate amount disclosed. We also use a variety of operational terms and concepts in this Annual Report. These include the following: Bareboat Charter. A charter of a vessel under which the shipowner is usually paid a fixed amount for a certain period of time during which the charterer is responsible for the vessel operating expenses, including crewing, and voyage expenses of the vessel and for the management of the vessel. A bareboat charter is also known as a “demise charter” or a “time charter by demise.” CEU. Car equivalent unit. Unit of measurement indicating the car carrying capacity of a vessel. Charter. The hire of a vessel for a specified period of time or a particular voyage to carry a cargo from a loading port to a discharging port. The contract for a charter is commonly called a charterparty. Charterer. The party that charters a vessel. Charter hire. A sum of money paid to the shipowner by a charterer for the use of a ship. Classification society. An independent organization that certifies that a vessel has been built and maintained according to the organization’s rules for that type of vessel and complies with the applicable rules and regulations of the flag state and the international conventions of which that country is a member. A vessel that receives its certification is referred to as being “in-class.” Dry-docking. The removal of a vessel from the water for inspection and, if needed, repair of those parts of a vessel that are below the water line. During dry-dockings, which are required to be carried out periodically, certain mandatory classification society inspections are carried out and relevant certifications are issued. Dry-dockings for containerships are generally required once every five years, which must be a “special survey.” Flag State. The country of a vessel’s registry. Hire rate. The payment to the shipowner from the charterer for the use of the vessel. Hull. Shell or body of a vessel. IMO. International Maritime Organization, a United Nations agency that issues international standards for shipping. Megawatts. A unit of energy generated by power assets. Newbuilding. A new ship under construction. Off-charter. The period in which a vessel is not under charter and, accordingly, we do not receive hire. Off-hire. The period in which a vessel is not available for service under a time charter and, accordingly, the charterer generally is not required to pay the hire rate. Off-hire periods can include days spent on repairs, dry-docking and surveys, whether or not scheduled. For all other assets, the period in which the asset is not available for service under a lease agreement. On-hire. The period in which an asset is available for service under a lease agreement. Protection and indemnity insurance. Insurance obtained through a mutual association formed by shipowners to provide liability indemnification protection from various liabilities to which they are exposed in the course of their business, and which spreads the liability costs of each member by requiring contribution by all members in the event of a loss. Ship operating expense. The costs of operating a vessel, primarily consisting of crew wages and associated costs, insurance premiums, management fees, lubricants and spare parts, and repair and maintenance costs. Ship operating expenses exclude fuel cost, port expenses, agents’ fees, canal dues and extra war risk insurance, as well as commissions, which are included in “voyage expenses.” 3 Table of Contents Special survey. The inspection of a vessel by a classification society surveyor that takes place every five years, as part of the recertification of the vessel by a classification society. Spot market. The market for immediate chartering of a vessel, usually for single voyages. TEU. Twenty-foot equivalent unit, the international standard measure for containers and containership capacity. Time charter. A charter under which the shipowner hires out a vessel for a specified period of time. The shipowner is responsible for providing the crew and paying vessel operating expenses, while the charterer is responsible for paying the voyage expenses and additional voyage insurance. The shipowner is paid the hire rate, which accrues on a daily basis. Voyage expenses. Expenses incurred due to a ship’s traveling from a loading port to a discharging port, such as fuel (bunkers) cost, port expenses, agents’ fees, canal dues, extra war risk insurance and commissions. We use the term “Notes” to refer, collectively, to the 3.75% exchangeable senior notes due 2025 (the “Exchangeable Notes”), the 6.5% senior unsecured sustainability-linked bonds due 2024 (the “2024 NOK Bonds”), the 6.5% senior unsecured sustainability-linked bonds due 2026 (the “2026 NOK Bonds” and together with the 2024 NOK Bonds, the “NOK Bonds”), the sustainability-linked senior secured notes (the “Senior Secured Notes”) and the blue transition 5.5% senior unsecured notes due 2029 (the “5.5% 2029 Notes”), in each case issued by Seaspan, as well as the 7.125% senior unsecured notes due 2027 of Atlas (the “Atlas Notes”). Item 1. Identity of Directors, Senior Management and Advisors Not applicable. Item 2. Offer Statistics and Expected Timetable Not applicable. Item 3. Key Information A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Some of the following risks relate principally to our businesses and our business strategy. Other risks relate principally to regulation, our indebtedness and to ownership of our securities. The occurrence of any of the events described in this section could significantly and negatively affect our business, financial condition, operating results, ability to pay dividends on our preferred shares, ability to redeem our preferred shares or the trading price of our preferred shares. Summary of Risk Factors The following is a summary of some of the principal risks we face. The list below is not exhaustive, and investors should read this “Risk Factors” section in full. Risk relating to our business as a whole • We expect acquisitions of new assets and lines of business to be a significant part of our growth strategy. Our acquisitions will involve numerous risks and if we are unable to identify suitable acquisition candidates or successfully integrate the businesses or assets we acquire, our growth strategy may not succeed. Risks related to our vessel leasing business • We derive our charter revenue from a limited number of customers, and the loss of any one customer or the long-term charters we have with them, further increases in the number of vessels on short-term charter or any material decrease in payments under our customer contracts could materially harm our business. • The profitability and growth of our containership business is subject to world and regional demand for containership chartering, which is impacted by factors outside our control, including developments in international trade, regulatory developments, geopolitical conflicts and pandemics. 4 Table of Contents • If a more active short-term or spot containership market develops, we may have more difficulty entering into long-term, fixed-rate time charters and our existing customers may begin to pressure us to reduce charter rates. • The business and activity levels of our charterers, shipbuilders and third parties with which we do business and their respective abilities to fulfill their obligations under agreements with us may be hindered by any deterioration in the shipping industry, credit markets or other negative developments. • We will be required to make substantial capital expenditures to acquire additional vessels, which may increase financial leverage or decrease our ability to redeem or pay dividends on our preferred shares. Delays in deliveries of our newbuild vessels could materially harm our business and, results of operations. • We must make substantial capital expenditures over the long-term to preserve the operating capacity of our fleet, and such expenditures are likely to increase as our fleet ages. • Our business may continue to be negatively impacted by heightened inflation. Legal, regulatory and litigation risks • Failure to comply with applicable anti-bribery and corruption or economic sanctions and trade embargo laws and regulations could have a material adverse effect on our business. • Our business is subject to extensive governmental regulation, including environmental, in a number of different jurisdictions, and our inability to comply with applicable regulations or requirements may have a negative impact on our business. We are also exposed to risks more prevalent in emerging markets and in China. • Following its investigation of the maritime, logistics and shipbuilding industry in China, the U.S. Trade Representative has proposed charging service fees under Section 301 of the U.S. Trade Act of 1974 for docking of vessels made in China and vessels owned by companies that operate vessels made in China or are manufacturing newbuild vessels in China. Risks related to tax • We intend that our business be conducted and operated in a manner that minimizes income taxes imposed upon us; however, there is a risk that we will be subject to additional income tax in one or more jurisdictions. • Changes to tax laws and tax treaties could have an adverse impact on our business, results of operation and financial condition. Risks related to financing and indebtedness • We have substantial debt, which may limit our flexibility to pursue other business opportunities. We may not have sufficient cash flow from operations or otherwise to timely pay, or to refinance, amounts owed under such debt. • Disruptions in global capital markets and economic conditions or changes in lending practices may harm our ability to obtain financing on acceptable terms, which could hinder or prevent us from meeting our capital needs. Exposure to interest rate fluctuations may result in fluctuations in our results of operations and financial condition. • We receive a portion of our financing from leasing houses in China and such financing arrangements may be adversely affected by changes to economic sanctions or Chinese law or policy, which may require us to obtain alternative financing. • Charterparty-related defaults under certain of our secured credit facilities and vessel lease and other financing arrangements could permit the counterparties thereto to accelerate our obligations and terminate such facilities or leases, which could materially adversely affect our financial condition. Risks related to an investment in our securities • We may not have sufficient cash from our operations to pay dividends on our preferred shares or redeem our preferred shares. The amount of cash we use to declare dividends and redeem our preferred shares is also subject to the discretion of our directors and the requirements of Marshall Islands law, among other factors. • The New York Stock Exchange (the “NYSE”) and the Nasdaq Stock Market do not require an issuer with only publicly traded preferred stock and notes like us to comply with certain of its corporate governance requirements. 5 Table of Contents • Our approach to corporate governance may lead us to take actions that conflict with our preferred shareholders’ interests as preferred shareholders and our creditors’ interests as holders of our debt securities. Risks from geopolitical conflicts • Ongoing geopolitical conflicts such as the Middle East Conflict, Red Sea Attacks, and Russia-Ukraine conflict may create significant negative impacts on our business. General risk factors • Disruptions and security threats to our technology systems could negatively impact our business. Risks related to our business as a whole Acquisitions of new assets and lines of business have formed a significant part of our growth strategy in the past and are expected to continue to do so. If we are unable to identify suitable acquisition candidates or successfully integrate the businesses or assets we acquire, our growth strategy may not succeed. We intend to seek acquisition opportunities both to expand into new lines of business and to enhance our position in our existing lines of business. This may entail the acquisition of new businesses, assets to contribute to our existing lines of business, including new or secondhand vessels, or vessels carrying other types of cargo, such as cars. However, our ability to do so will depend on a number of factors, including our ability to: • obtain financing that we may need to complete proposed acquisitions; • identify suitable acquisition candidates; • negotiate appropriate acquisition terms; and • complete the proposed acquisitions. If we fail to achieve any of these steps, our growth strategy may not be successful, which could materially harm our business, results of operations and financial condition. Acquisitions involve numerous risks, notably integration challenges and the potential failure to achieve expected benefits. Acquisitions may also result in significant integration costs and exposure to unanticipated liabilities. Acquisitions involve risks such as potential difficulties in the assimilation of the operations, systems, controls, technologies, personnel, services and products of an acquired company, the potential loss of key employees, customers and distributors of an acquired company. We may not accurately anticipate all of the changing demands that any future acquisition may impose on our company. The failure to successfully integrate acquired businesses or assets in a timely manner, or at all, could have an adverse effect on our business, financial condition and results of operations. Integration efforts associated with our acquisitions may require significant capital and operating expense. Such expenses may include information technology integration fees, legal compliance costs, facility closure costs and other restructuring expenses. Unexpected integration expenses may materially harm our business, results of operations and financial condition. Failure to realize the anticipated benefits and synergies within a reasonable time could adversely impact our business, financial condition and results of operations. Risks related to our vessel leasing business We derive our charter revenue from a limited number of customers. The loss of any one customer or our long-term charters that we have with them, further increases in the number of vessels on short-term charter or any material decrease in payments under our customer contracts could materially harm our business, results of operations and financial condition. As of December 31, 2024, we had nine customers of which four customers each contributed over 10% of total revenue during 2024. Under some circumstances, we could lose a time charter or payments under the charter if: • the customer fails to make charter payments because of financial inability or distress, disagreements with us, defaults on a payment or otherwise; • at the time of delivery, the vessel subject to the time charter differs in its specifications from those agreed upon under the shipbuilding contract; or • the customer exercises certain limited rights to terminate the charter, including (1) if the vessel fails to meet certain guaranteed speed and fuel consumption requirements and we are unable to rectify such failure and (2) 6 Table of Contents under some charters if the vessel is off-hire or unavailable for operation for a specified period of time or if delivery of a newbuilding vessel is delayed for a prolonged period of time. The majority of our vessels are chartered under long-term charters, and customer payments are the source of nearly all of our operating cash flow. An over-supply of containership capacity and low freight rates have resulted in liner companies (including some of our customers) incurring losses in past business cycles. A reduction in cash flow resulting from low freight rates, a reduction in borrowing bases under reserve-based credit facilities, a limited or lack of availability of debt or equity financing, or a combination of such events, may reduce the ability of our customers to make charter payments to us. If we lose one of our large liner customers due to financial distress, bankruptcy or certain other events, such circumstance could likely lead to significant reductions in our revenues, commercial disputes, receivable collection issues, and other negative consequences that could have a material adverse impact on our results of operations, financial condition and cash flows. Further, as liner companies (including our existing customers) consolidate through merger, joint ventures or alliances, our risk relative to the concentration of our customers may increase and they may also seek to renegotiate the rates payable for the remaining terms of their charters. The loss of any of these long-term charters, further increases in the number of vessels on short-term charters or any material decrease in payments under our customer contracts could materially harm our business, results of operations and financial condition. A decrease in the export of goods from the regions served by our customers, including that caused by the maintenance or escalation of trade protectionism, could materially harm our business. Governments have used, and may continue to use, trade barriers in order to protect their domestic industries against foreign imports, or for other purposes. Most of our containership customers’ business revenue is derived from the shipment of goods from the Asia Pacific region, primarily China. In recent years, increased trade protectionism affecting China and other markets our customers serve, has caused increases in the cost of goods exported, in delivery times and in export risks, as well as a decrease in the quantity of goods shipped. China’s imports and export of goods may continue to be negatively affected by trade protectionism, specifically the ongoing U.S.-China trade dispute, which has been characterized by escalating tariffs between the U.S. and China, and has also impacted trade relations among other countries. While a trade agreement was reached between China and the U.S. in January 2020 aimed at easing the dispute, tariffs have recently been imposed on China by the U.S. and the dispute appears to be intensifying. The Chinese government’s policies to boost domestic consumption may limit the supply of goods for export and may in turn lower cargo shipping demand. A global or regional economic downturn could also reduce supply and demand for Chinese-made goods available for export. Any hindrance to Chinese exporters, as a result of tariffs or government policies, could harm our customers' businesses and in turn, materially damage our business. Any increased trade barriers or restrictions on global trade resulting from Brexit could harm our customers’ business and in turn could materially harm our business, results of operations and financial condition. The profitability and growth of our containership business is subject to world and regional demand for containership chartering. The container shipping industry is both dynamic and volatile in terms of charter hire rates and profitability. Containership charter rates have fluctuated significantly in the past and are expected to continue to fluctuate in the future. Fluctuations in containership charter rates result from changes in the supply and demand for vessel capacity, which are driven by global fleet capacity and utilization and changes in the supply and demand for the major products internationally transported by containerships. The factors affecting the supply and demand for containerships are outside of our control, and the nature, timing and degree of changes in industry conditions are largely unpredictable. Factors that influence demand for containership capacity include, among others: • supply and demand for products suitable for shipping in containers; • changes in global production of products transported by containerships; • seaborne and other transportation patterns; • developments in international trade; and • environmental and other regulatory developments. 7 Table of Contents Factors that influence the supply of containership capacity include, among others: • the number of vessels that are out of service; • the number of newbuilding orders and deliveries; • the extent of newbuilding vessel deferrals; • the scrapping rate of containerships; • newbuilding prices and access to capital; • charter rates and the price of steel and other raw materials; • changes in environmental and other regulations that may limit the useful life of containerships; • the number of containerships that are slow-steaming or extra slow-steaming to conserve fuel; and • port and canal infrastructure and congestion. Our ability to recharter our containerships upon the expiration or termination of their current time charters and the charter rates under any renewal or replacement charters will depend upon, among other things, the then current state of the containership market. If charter rates are low when our existing time charters expire, we may not be able to recharter our vessels at profitable rates or at all, which could materially harm our business, results of operations and financial condition. Containership values and charter rates may fluctuate substantially over time. Containership values can fluctuate substantially over time due to a number of different factors, including, but not limited to: • prevailing economic conditions in the market in which the containership trades; • a substantial or extended decline in world trade; • increases or decreases in containership capacity; and • the cost of retrofitting or modifying existing ships, as a result of technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, or otherwise. If a charter terminates, we may be unable to re-deploy the vessel at attractive rates, or at all, and rather than continue to incur costs to maintain and finance the vessel, may seek to dispose of it. Our inability to dispose of the containership at a reasonable price, or at all, could result in a loss on its sale. For our vessels that are or will be off-charter, there is no assurance that replacement charters will be secured and if secured, at what rates or for what duration. If replacement charters are not secured on satisfactory terms, it could materially harm our business, results of operations, financial condition and ability to pay dividends on our equity securities. If a more active short-term or spot containership market develops, we may have more difficulty entering into long-term, fixed-rate time charters and our existing customers may begin to pressure us to reduce charter rates. One of the principal strategies of our containership business is to enter into long-term, fixed-rate time charters. As more vessels become available for the short-term or spot market, we may have difficulty entering into additional long-term, fixed-rate time charters for our vessels due to the increased supply of vessels. As a result, our cash flow may be subject to instability in the long-term. A more active short-term or spot containership market may require us to enter into charters based on changing market prices, rather than on a long- term, fixed-rate, which could lower our cash flow in periods when the market price for containerships is depressed or insufficient funds are available to cover our financing costs for related vessels. In addition, the development of an active short-term or spot containership market could cause our customers to pressure us to reduce our rates under our existing charters. Besides the risk of charter rate fluctuations, there is also the inherent risks of lost revenue due to idling vessels and/or additional mobilization costs in between short-term charters. This variability in our cash flow and earnings could materially harm our business, results of operations and financial condition. The business and activity levels of shipbuilders and other third parties with which we do business, and their respective abilities to fulfill their obligations under agreements with us, may be hindered by any deterioration in the shipping industry, credit markets or other negative developments. Shipbuilders that we engage to construct newbuild vessels may be affected by future instability of the financial markets and other market conditions or developments, including the fluctuating price of commodities and currency exchange rates and global disruptions to markets, supply chains and shipbuilders' operations, such as those caused by the 8 Table of Contents ongoing Russia-Ukraine Conflict, Middle East Conflict, and the Red Sea Attacks. In addition, the refund guarantors under shipbuilding contracts (which are banks, financial institutions and other credit agencies that guarantee, under certain circumstances, the repayment of installment payments we make to the shipbuilders) may also be negatively affected by adverse market conditions and, as a result, may be unable or unwilling to meet their obligations due to their own financial condition. If our shipbuilders or refund guarantors are unable or unwilling to meet their obligations to us, this could materially harm our business, results of operations and financial condition. The containership industry is highly competitive, and we may not be able to expand relationships with existing customers, establish relationships with new customers and obtain new time charters. The process of obtaining new time charters is highly competitive and generally involves an intensive screening process and competitive bids, and often extends for several months in regard to newbuilding containerships. Containership charters are awarded based upon a variety of factors relating to the vessel operator, including, among others: • shipping industry relationships and reputation for customer service and safety; • container shipping experience and quality of ship operations, including cost effectiveness; • quality and experience of seafaring crew; • the ability to finance containerships at competitive rates and the shipowner’s financial stability generally; • relationships with shipyards and the ability to get suitable berths when needed; and • competitiveness of the bid in terms of overall price. Competition for providing new containerships for chartering purposes comes from several experienced shipping companies, including from other independent charter owners and from state-sponsored and other major entities with their own or leased fleets. Some of our peers have significantly greater financial resources than we do and may be able to offer better charter rates. An increasing number of marine transportation companies have entered the containership sector, including many with strong brand recognition and extensive resources and experience in the marine transportation industry. This increased competition may cause greater price competition for time charters. As a result of these factors, we may be unable to expand our relationships with existing customers or develop relationships with new customers in order to secure charters on a profitable basis, if at all, which could materially harm our business, results of operations and financial condition. We will be required to make substantial capital expenditures to complete the acquisition of our newbuilding vessels and any additional vessels we acquire in the future, which may result in increased financial leverage or dilution of our equity holders’ interests or decreased ability to redeem our preferred shares. As at December 31, 2024, we had contracted to purchase 37 newbuilding vessels, comprised of 31 containerships and six PCTCs, with scheduled delivery dates through August 2029. The total commitment related to the 37 newbuilding vessels is estimated to be approximately $6.2 billion. We are in the process of obtaining financing for some of the containerships and PCTCs. Further, we may add to our newbuild program. The acquisition of additional newbuild or existing vessels or businesses will require significant additional capital expenditures. To fund existing and future capital expenditures, we intend to use cash from operations, incur borrowings, draw on existing sale-leaseback or other financing arrangements, or use a combination of these methods. Use of cash from operations may reduce cash available to pay dividends to our shareholders, including holders of our preferred shares, or to redeem our preferred shares. Incurring additional debt may significantly increase our interest expense and financial leverage, and may restrict our ability to borrow. Our ability to obtain or access bank financing for future debt may be limited by our financial condition at the time of any such financing and covenants in our credit facilities, as well as by adverse market conditions. Where we enter into newbuilding or other vessel acquisition contracts prior to entering into charters for such vessels, our ability to obtain new financing for such vessels may be limited and we may be required to fund all or a portion of the cost of such acquisitions with our existing capital resources. Our failure to obtain funds for our capital expenditures at attractive rates, if at all, could materially harm our business, results of operations and financial condition. Delays in deliveries of our newbuilding vessels could materially harm our business, results of operations and financial condition. The delivery of the vessels we have ordered, or any other vessels we may order, could be delayed, which would delay our receipt of revenue under the charters for the vessels and, if the delay is prolonged, could permit our customers to terminate the newbuilding vessel charter. The occurrence of any of such events could materially harm our business, results of operations and financial condition. 9 Table of Contents The delivery of the vessels could be delayed because of: • work stoppages or other labor disturbances that disrupt any of the shipyards’ operations; • quality or engineering problems; • changes in governmental regulations or maritime self-regulatory organization standards; • bankruptcy or other financial crisis of any of the shipyards; • a backlog of orders at any of the shipyards; • hostilities, or political or economic disturbances in China, where the containerships and PCTCs are being built; • weather interference or catastrophic event, such as a major earthquake, fire or tsunami; • disruptions due to an outbreak of disease; • our requests for changes to the original containership specifications; • shortages of or delays in the receipt of necessary construction materials, such as steel, or key parts that are supplied by third parties to the shipyard, such as engines; • our inability to obtain requisite permits or approvals; • a dispute with any of the shipyards; • our failure to obtain financing for the vessels, or any failure of our banks to provide debt financing; or • a disruption to the financial markets. In addition, each of the shipbuilding contracts for our newbuilding vessels contains “force majeure” provisions whereby the occurrence of certain events could delay delivery or possibly result in termination of the contract. If delivery of a containership is materially delayed or if a shipbuilding contract is terminated, it could materially harm our business, results of operations and financial condition. Because each existing and newbuilding vessel in our contracted fleet is or will be built in accordance with standard designs and uniform in all material respects to other vessels in its class, any material design defect likely will affect all vessels in such class. Each existing and newbuilding vessel in our fleet is built, or will be built, in accordance with standard designs and uniform in all material respects to other vessels in its class. As a result, any latent design defect discovered in one of our vessels will likely affect all of our other vessels in that class. We have only recently begun to commission vessels of a certain size, specification, or cargo type (in the case of PCTCs) and therefore may be more susceptible to additional design and operational challenges. Any disruptions in the operation of our vessels resulting from these defects, and particularly if such disruptions would constitute grounds for a customer to cancel or terminate a charter, could materially harm our business, results of operations and financial condition. Excess supply of global containership capacity may limit our ability to operate our vessels profitably. As of February 1, 2025, newbuilding containerships representing approximately 27.2% of the existing global fleet capacity as of that date were under construction. Notwithstanding that some orders may be cancelled or delayed, the substantial orderbook may expand the world containership fleet over the next few years. This potential increase could lead to lower charter rates or extended periods of low charter rates, which may negatively impact our ability to secure profitable charters upon the expiration or termination of our containerships’ current time charters, if at all. Until such capacity is fully absorbed by the container shipping market, the industry may experience ongoing downward pressure on freight rates and such prolonged pressure could have a material adverse effect on our financial condition, results of operations and liquidity. Increased technological innovation in competing vessels could reduce our charter hire rates and the value of our vessels. Various factors influence charter rates, vessel value, and operational lifespan, encompassing efficiency (speed, fuel economy, loading and unloading speed), flexibility (ability to enter harbor or through canals, or to access docking facilities), and physical longevity tied to design, maintenance, and operational stress. If newly promoted fuel-efficient ship designs or future containerships with better efficiency, flexibility, and longevity emerge, they could impact our vessels’ charter hire income once their initial contracts end and vessel resale value, which could materially harm our business, results of operations and financial condition. 10 Table of Contents Risks inherent in the operation of ocean-going vessels could materially harm our reputation, business, results of operations and financial condition. Operating ocean-going vessels inherently carries risks such as marine disasters, collisions, environmental accidents, and disruptions due to factors like mechanical failure, human error, weather, war, or strikes. Such risks could result in death or injury to persons, property losses or environmental damage, delays in delivery, loss of revenue from or termination of charter contracts, regulatory penalties or restrictions, higher insurance rates, and damage to our reputation and customer relationships. The involvement of our vessels in an environmental disaster could harm our reputation as a safe and reliable vessel owner and operator. Any of these circumstances or events could materially harm our business, results of operations and financial condition. Piracy is an inherent risk that has historically affected the operation of vessels trading in certain regions of the world. We may not be adequately insured to cover losses from these incidents, which could materially harm our business, results of operations and financial condition. The loss of use of a vessel due to piracy may harm our customers, impairing their ability to make payments to us under our charters, which could materially harm our business, results of operations and financial condition. We expect that our vessels will call in ports in South America and other areas where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. If our vessels are found with contraband, whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims, which could have an adverse effect on our business, results of operations and financial condition. Since January 2024, all of the containerships owned and operated by us have been diverted from the Red Sea in response to the Red Sea Attacks. See “Effects of the Middle East Conflict and Red Sea Attacks”. We maintain insurance for our fleet against risks commonly insured against by vessel owners and operators, including hull and machinery insurance, war risks insurance and protection and indemnity insurance (which includes environmental damage and pollution insurance). We cannot guarantee that such insurance coverage is, or will be, sufficient to cover all of the possible losses that would normally be covered by such policies. If we were to incur a serious uninsured loss, the resulting costs could have a material adverse effect on our business, financial condition and results of operations. Furthermore, we do not carry loss-of-hire insurance, which covers the loss of revenue during extended vessel off-hire periods, such as those that occur during an unscheduled dry-docking due to damage to the vessel from accidents. Accordingly, any loss of a vessel or extended vessel off-hire, due to an accident or otherwise, could materially harm our business, results of operations and financial condition. Over the long-term, we will be required to make substantial capital expenditures to preserve the operating capacity of our fleet. We must make substantial capital expenditures over the long-term to preserve the operating capacity of our fleet, including to, among other things, meet future environmental regulatory standards. If we do not retain funds in our business in amounts necessary to preserve the operating capacity of our fleet, over the long-term, our fleet and related charter revenues may diminish, and we will not be able to continue to refinance our indebtedness. As our fleet ages, we will likely need to retain additional funds, on an annual basis, to provide reasonable assurance of maintaining the operating capacity of our fleet over the long-term. To the extent we use or retain available funds to make capital expenditures to preserve the operating capacity of our fleet, there will be less funds available to pay interest and principal on our Notes, pay dividends on our equity securities or redeem our preferred shares. Our vessels’ mortgagees or other maritime claimants could arrest our vessels, which could interrupt our charterers’ or our cash flow. If we default under our credit facilities that are secured by mortgages on our vessels, the lenders that hold those mortgages could arrest some or all of the vessels encumbered by those mortgages and cause them to be sold. We would not receive any proceeds of such sales unless all amounts outstanding under such indebtedness had been repaid in full. In addition, crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against the applicable vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lienholder may enforce its lien by arresting a vessel through foreclosure proceedings. In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel that is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert “sister ship” liability against one vessel in our fleet for claims relating to another of our ships. The arrest or attachment of one or more of our vessels could interrupt our charterers’ or our business and cash flow and require the charterers or us or our insurance to pay significant amounts to have the arrest lifted, which could materially harm our business, results of operations and financial condition. 11 Table of Contents Our business may continue to be negatively impacted by inflation Continued or increased inflation may have a negative impact on our business. Current and future inflationary effects may be driven by, among other things, supply chain disruptions, governmental stimulus or fiscal policies, the Russia-Ukraine Conflict, the Middle East Conflict and the Red Sea Attacks. As a result of the heightened inflation experienced in 2023, we have incurred higher vessel operation expenses (including higher crewing cost and victualling budget) and higher cost of steel used for dry-docking. The Federal Reserve and other central banks initially responded to sustained inflation above their target levels by increasing key base interest rates. Higher base interest rates generally increase our cost of borrowing. As inflation declines, the Federal Reserve and other central banks have and may continue to decrease key interest rates. New increases in inflation or inflation expectations may result in the trend reversing and key base interest rates moving higher. In an inflationary environment, our cost of capital, labor and materials may increase further and the purchasing power of our cash resources may decline. In addition, heightened inflation has adversely affected the businesses of shipbuilders, which has resulted in and may continue to result in renegotiation for the delivery date of newbuild vessels and for additional costs for the construction of our newbuild vessels. If our shipbuilders are unable or unwilling to meet their obligations to us, this could materially harm our business, results of operations and financial condition. All of the above-mentioned factors have had and could continue to have a negative impact on our business, financial position, results of operations and profitability. To the extent inflation adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section. Legal, regulatory and litigation risks Failure to comply with applicable anti-bribery and corruption laws and regulations could result in fines and criminal penalties, terminations of charters, financing arrangements and other significant contracts, and a material adverse effect on our business. We operate in a number of countries throughout the world, including countries where there is an elevated risk of corruption. We are committed to doing business in accordance with applicable anti-bribery and corruption laws and have adopted a Standards of Business Conduct Policy which is consistent and in full compliance with the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”). We train our personnel concerning anti-bribery and corruption laws and issues, and also inform our partners, subcontractors, suppliers, agents and others who work for us or on our behalf that they must comply with anti-bribery and corruption law requirements. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents, or the third parties with which we do business, may take actions determined to be in violation of such anti-bribery and corruption laws, including the UK Bribery Act and FCPA. Any violation of anti-bribery and corruption laws and regulations could result in substantial fines, sanctions, civil and/or criminal penalties, as well as breaches of our material contracts, which would have a material adverse effect on our business, financial condition and results of operations. In addition, actual or alleged violations could cause us to breach the terms of our financings and damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. If we are found to be in violation of sanctions, there could be a material adverse effect on our reputation, business, financial condition or results of operations, or the market for our securities. We are subject to U.S. and EU economic sanctions and trade embargo laws and regulations as well as equivalent economic sanctions laws of other relevant jurisdictions. These laws and regulations vary across jurisdictions, targeting different entities and activities. The sanctions and embargo laws and regulations can change over time and the lists of sanctioned persons and entities are amended frequently. Moreover, sanctions often extend to entities owned or controlled by the persons or entities designated in such lists. The U.S. and EU have enacted new sanctions programs in recent years. Additional countries or territories, as well as additional persons or entities within or affiliated with those countries or territories have been the target of sanctions. The U.S. has increased its focus on sanctions enforcement with respect to the shipping sector. Any violation of sanctions and embargo laws and regulations could result in substantial sanctions and penalties and defaults under our financing and other material contracts, all of which would materially adversely effect our reputation, business, financial condition and results of operations. As a result of Russian actions in the Russia-Ukraine Conflict, the U.S., EU and U.K., together with numerous other countries, have imposed significant sanctions on persons and entities associated with Russia and Belarus, as well as comprehensive sanctions on certain areas within the Donbas region of Ukraine, and such sanctions apply to entities owned or controlled by such designated persons or entities. These sanctions adversely affect our ability to trade to this region. 12 Table of Contents Moreover, a significant number of our crew are Ukrainian. The ongoing situation in Russia-Ukraine Conflict and the sanctions being imposed may adversely affect our ability to hire and/or pay our crew for our vessels. Any additional sanctions imposed on certain persons, entities and regions in response to the Middle East Conflict and Red Sea Attacks may also adversely affect our ability to conduct our business. We are subject to stringent environmental regulation that could require significant expenditures and affect our operations. Our business and operations are materially affected by environmental regulations, including international, national, state and local laws, regulations, conventions and treaties and standards in force in jurisdictions in which we do business, including those governing the management and disposal of hazardous substances and wastes, the cleanup of oil spills and other contamination, air emissions, water discharges and, in respect of our vessels, ballast water management and vessel recycling. These regulations require us to obtain regulatory licenses, permits and other approvals and to comply with the requirements of such licenses, permits and other approvals, which can carry substantial costs. There can be no assurance that: • governmental authorities will approve the issuance of such licenses, permits and other approvals or that such licenses, permits or approvals will be timely renewed or sufficient for our operations; • laws or regulations will not change or be interpreted in a manner that increases our costs of compliance or materially or adversely affects our operations or plants. We cannot guarantee ongoing compliance with such regulations. Violation of such regulations may give rise to significant liability, including fines, damages, fees and expenses, as well as detention of our vessels or denial of access to ports. Generally, relevant governmental authorities are empowered to clean up and remediate releases of environmental damage and to charge the costs of such remediation and cleanup to the owners or occupiers of the property, the persons responsible for the release and environmental damage, the producer of the contaminant and other parties, or to direct the responsible parties to take such action. These governmental authorities may also impose a tax, financial assurance requirements or other liens on the responsible parties to secure the parties' reimbursement obligations. We could also become subject to personal injury or property damage claims relating to the release of hazardous materials associated with our operations. Environmental regulation has changed rapidly in recent years, and it is possible that we will be subject to even more stringent environmental standards in the future. Such environmental standards may affect the resale and rehire value or useful lives of our assets, require modifications to our vessels or operational changes or restrictions, or lead to decreased availability of insurance coverage for environmental matters. We cannot predict the amounts of any increased capital expenditures or any increases in operating costs or other expenses that we may incur to comply with applicable environmental or other regulatory requirements. For additional information about the environmental regulations to which we are subject, please read “Item 4. Information on the Company—B. Business Overview—Environmental and Other Regulations”. Climate change and greenhouse gas restrictions may adversely affect our operating results. Many governmental bodies have adopted, or are considering the adoption of treaties or national, state and local laws, regulations and frameworks to reduce greenhouse gas emissions due to concerns about climate change. The Paris Agreement, in which almost 200 countries pledged to reduce their greenhouse gas emissions and set firm target reduction goals, was signed in 2016. Recently, the push for both governments and businesses to adopt net zero carbon targets has been reinvigorated, with the COP26 summit in November 2021 resulting in the Glasgow Climate Pact, pursuant to which over 140 countries pledged to reach net-zero carbon emissions. Additionally, more than 450 private firms, managing $130 trillion, approximately 40% of the world’s financial assets, pledged to reach net-zero carbon emissions by 2050, and to set interim goals for 2030. Compliance with laws, regulations and obligations relating to climate change, including those promulgated as a result of such international pledges and negotiations, as well as the efforts by non- governmental organizations and investors, have and may continue to increase our costs related to operating and maintaining our assets, and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected. For example, the IMO has introduced initiatives to reduce greenhouse emissions from the shipping industry with specified targets using the Energy Efficiency Existing Vessel Index (“EEXI”) and a Carbon Intensity Indicator (“CII”). It could adversely affect us if we fail to adopt and implement EEXI and/or CII measures for our vessels. The European Union has also adopted a set of measures to reduce greenhouse gas emissions from the shipping industry and as of January 1, 2024, the European Union’s Emission Trading Scheme (“EU ETS”) has been extended to 13 Table of Contents cover greenhouse gas emissions from vessels of 5,000 gross tonnage and above entering EU ports. Under EU ETS, we have assumed responsibility as “shipping company” (as defined in EU ETS Directive 2003/87/EC (the “ETS Directive”)) for all of the vessels we manage. The application of EU ETS requires us, as “shipping company” to obtain and surrender emission allowances to cover emissions for voyages in and out of Europe. This application may have a significant cost impact to us if our customers do not assume responsibility for the cost of the emission allowances and the increased administrative and compliance costs. The ETS Directive provides that EU Member States shall take necessary measures to ensure that the party who bears ultimate responsibility for the purchase of the fuel or operation of the vessel (or both) is the entity who bears ultimate responsibility for the cost of emissions and that the “shipping company” is entitled to reimbursement from that entity (in other words, the charterer of the vessel) for the costs arising from the surrender of allowances. There is, however, remaining uncertainty as to how each EU Member State will enshrine this principle in its national legislation (if at all). The ultimate responsibility for compliance will, in any event, always rest with the “shipping company”. See “Item 4. Information on the Company— B. Business Overview— Other Greenhouse Gas Legislation” Compliance with safety and other vessel requirements imposed by flag states may be costly and could harm our business, results of operations and financial condition. The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the IMO, International Convention for the Safety of Life at Sea (“SOLAS”). In addition, a vessel generally must undergo annual, intermediate and special surveys to maintain classification society certification. If any vessel does not maintain its class or fails any annual, intermediate or special survey, the vessel will be unable to trade between ports and will be unemployable and we could be in violation of certain covenants in our credit facilities and our lease agreements. This could materially harm our business, results of operations and financial condition. Increased inspection procedures, tighter import and export controls and new security regulations could cause disruption of our business. International containership traffic is subject to security and customs inspection and related procedures in countries of origin, destination and trans- shipment points. These inspections can result in cargo seizure, delays in the loading, offloading, trans-shipment or delivery of containers and the levying of customs duties, fines or other penalties against exporters or importers and, in some cases, customers. Since the events of September 11, 2001, U.S. and Canadian authorities have increased container inspection rates. Governments increased investment in non-intrusive container scanning technology and they are interested in electronic monitoring technology for remote, centralized monitoring of containers during shipment. Also, additional vessel security requirements have been imposed, including the installation of security alert and automatic identification systems on board vessels. Potential future changes to existing inspection and security procedures are uncertain and could impose additional financial and legal obligation on carriers. This may render the shipment of certain types of goods by container uneconomical or impractical. Additional costs that may arise from current or future inspection procedures may not be fully recoverable from customers through higher rates or security surcharges. Any of these effects could materially harm our business, results of operation and financial condition. The operation of our vessels is also affected by the requirements set forth in the International Ship and Port Facilities Security Code (the “ISPS Code”). The ISPS Code requires vessels to develop and maintain a ship security plan that provides security measures to address potential threats to the security of ships or port facilities. Although each of our containerships is ISPS Code-certified, any failure to comply with the ISPS Code or maintain such certifications may subject us to increased liability and may result in denial of access to, or detention in, certain ports. Furthermore, compliance with the ISPS Code requires us to incur certain costs. Although such costs have not been material to date, if new or more stringent regulations relating to the ISPS Code are adopted by the IMO and the flag states, these requirements could require significant additional capital expenditures or otherwise increase the costs of our operations. Governments could requisition our containerships during a period of war or emergency, resulting in loss of earnings. The vast majority of our vessels are registered and flagged in Hong Kong. The government could requisition for title or seize our containerships. Requisition for title occurs when a government takes control of a ship and becomes the owner. Also, a government could requisition our containerships for hire. Requisition for hire occurs when a government takes control of a ship and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of our containerships could materially harm our business, results of operations and financial condition. 14 Table of Contents The legal system in China has inherent uncertainties that could limit the legal protections available to us, and the legal and geopolitical risks associated with our activities could materially harm our business, results of operations and financial condition. We conduct a substantial amount of business in China and with Chinese counterparties. As of February 28, 2025, a total of 20 of the 186 vessels in our current fleet were chartered to Chinese customers and in 2024 our revenues from Chinese customers represented 17.3% of our total revenue from our containership segment. Many of our vessels regularly call to ports in China. In addition, we have entered into financing arrangements with certain Chinese financial institutions. As of December 31, 2024 we have contracted to purchase 37 newbuilding vessels, all from Chinese shipyards. The total commitment related to the 37 newbuilding vessels is estimated to be approximately $6.2 billion. The Chinese legal system is based on written statutes and their legal interpretation by the standing Committee of the National People’s Congress. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, the Chinese government has been developing a comprehensive system of laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade. However, because these laws and regulations are relatively new, and because of the limited volume of published cases and their non-binding nature, interpretation and enforcement of these laws and regulations involve uncertainties. Our vessels that are chartered to Chinese customers are subject to various risks as a result of uncertainties in Chinese law, including (1) the risk of loss of revenues, property or equipment as a result of expropriation, nationalization, changes in laws, exchange controls, war, insurrection, civil unrest, strikes or other political risks and (2) being subject to foreign laws and legal systems and the exclusive jurisdiction of Chinese courts and tribunals. While many of our charter agreements and financing arrangements are governed by English law, enforcing any judgment rendered by an English court (or other non-Chinese court) against China based customers, charter guarantors or lenders with respect to charters, charter guarantees or credit agreements in China may be challenging. Similarly, our shipbuilders based in China provide warranties against certain defects for the vessels and we have refund guarantees from Chinese financial institutions for installment payments that we will make to the shipbuilders. Although the shipbuilding contracts and refund guarantees are governed by English law, enforcing judgments against these shipbuilders or against the refund guarantors in China may also be difficult. Our agreements with Chinese counterparties, including our charters, shipbuilding agreements and financing agreements may be subject to new regulations in China that may require us to incur new or additional compliance or administrative costs, and pay new taxes or other fees to the Chinese government. In addition, China has enacted a tax for non-resident international transportation enterprises engaged in the provision of services of passengers or cargo, among other items, in and out of China using their own, chartered or leased vessels, including any stevedore, warehousing and other services connected with the transportation. The laws and regulations may reduce our operating results and may also result in an increase in the cost of goods exported from China and the risks associated with exporting goods from China, as well as a decrease in the quantity of goods to be shipped from or through China, which would have an adverse impact on our charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their time charters with us. Changes in laws and regulations, including with regards to tax matters, and their implementation by local authorities could affect our vessels chartered to Chinese customers as well as our vessels calling to Chinese ports, our vessels being built at Chinese shipyards and the financial institutions with whom we have entered into financing agreements, and could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders. Following its investigation of the maritime, logistics and shipbuilding industry in China, the U.S. Trade Representative has proposed charging service fees under Section 301 of the U.S. Trade Act of 1974 for docking of vessels made in China and vessels owned by companies that operate vessels made in China or are manufacturing newbuild vessels in China, if such fees are implemented, the resulting service fee regime could have an effect on our financial condition and result of operations. On March 12, 2024, certain parties filed a petition under Section 301 of the U.S. Trade Act of 1974 (“Section 301”) regarding the acts, policies, and practices of China to dominate the maritime, logistics, and shipbuilding sector. On April 17, 2024, after the U.S. Trade Representative (“USTR”) initiated an investigation of China’s targeting the maritime, logistics, and shipbuilding sectors for dominance. Following the investigation, on January 23, 2025, the USTR reported its determination that China’s targeting of the maritime, logistics, and shipbuilding sectors for dominance is unreasonable and burdens and restricts U.S. commerce and thus is actionable. On February 21, 2025, the USTR issued a notice of proposed action under Section 301, which provides, among other things, for significant service fees for Chinese-built vessels and for companies that operate Chinese-built vessels or have contracted to build vessels in China. 15 Table of Contents The proposed action is subject to a period of public comment and public hearings before it is implemented. It is unclear from the USTR’s February 21, 2025 notice how the proposed service fees will be levied and which party involved in the operation of a Chinese-built vessel will be required to pay the fees. We are closely monitoring the proposed action and assessing its potential impact on the Company in light of the fact that 88 of our time-chartered vessels were built in China and that we have orders for 36 vessels from Chinese manufacturers. Risks related to tax We, or any of our subsidiaries, may become subject to income tax in jurisdictions in which we are organized or operate, including the U.S., the U.K., Hong Kong and China, which would reduce our earnings. There is a risk that we will be subject to income tax in one or more jurisdictions, including the U.S., the U.K., Hong Kong and China, if under the laws of any such jurisdiction, we or such subsidiary is considered to be carrying on a trade or business there or earn income that is considered to be sourced there and we do not or such subsidiary does not qualify for an exemption or reduced taxation under local taxation rules or applicable tax treaties. Please read “Item 4. Information on the Company—B. Business Overview—Taxation of the Company.” Changes to tax laws and tax treaties could have an adverse impact on our business, results of operation and financial condition. Any change in tax law, interpretation or practice, or in the terms of tax treaties, in a jurisdiction where we are subject to tax could increase the amount of tax payable by us. In addition, the U.K. government, the Organization for Economic Co-operation and Development (the “OECD”), and other government agencies in jurisdictions where we do business have had an extended focus on issues related to the taxation of multinational corporations. The OECD has published guidance aimed at reforming the profit allocation and nexus rules for taxing the profits of, and achieving a global minimum level to taxation for, certain multinational corporations including Pillar Two model rules defining a 15% global minimum tax for large multinational companies. The OECD continues to release additional guidance and countries are in various stages of implementation with widespread adoption of the Pillar Two Framework expected in the near future. Any of these or other developments or changes in tax laws or rulings in jurisdictions in which we operate could adversely affect our effective tax rate and our operating results. Certain of our credit facilities and vessel lease and other financing arrangements, including for the financing of our newbuild vessels, contain customary provisions that could impact our cost of financing or our financiers’ obligations to fund in the event of changes to applicable tax laws. U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. shareholders. A non-U.S. corporation will be treated as a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes in any taxable year for which either (1) at least 75% of its gross income consists of “passive income” or (2) at least 50% of the average value of the corporation’s assets is attributable to assets that produce, or are held for the production of, “passive income.” For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property, and rents and royalties (other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business) but does not include income derived from the performance of services. There are legal uncertainties involved in determining whether the income derived from our time chartering activities constitutes rental income or income derived from the performance of services, including the decision in Tidewater Inc. v. United States, 565 F.3d 299 (5th Cir. 2009), which held that income derived from certain time chartering activities should be treated as rental income rather than services income for purposes of a foreign sales corporation provision of the Internal Revenue Code of 1986, as amended (the “Code”). However, the Internal Revenue Service (the “IRS”), stated in an Action on Decision (AOD 2010-01) that it disagrees with, and will not acquiesce to, the way that the rental versus services framework was applied to the facts in the Tidewater decision, and in its discussion stated that the time charters at issue in Tidewater would be treated as producing services income for PFIC purposes. The IRS’s statement with respect to Tidewater cannot be relied upon or otherwise cited as precedent by taxpayers. Consequently, in the absence of any binding legal authority specifically relating to the statutory provisions governing PFICs, there can be no assurance that the IRS or a court would not follow the Tidewater decision in interpreting the PFIC provisions of the Code. Nevertheless, based on the current composition of our assets and operations (and those of our subsidiaries), we intend to take the position that we are not now and have never been a PFIC. No assurance can be given, however, that this position would be sustained by a court if contested by the IRS, or that we would not constitute a PFIC for any future taxable year if there were to be changes in our assets, income or operations. 16 Table of Contents If the IRS were to determine that we are or have been a PFIC for any taxable year during which a U.S. Holder (as defined below under “Item 10. Additional Information—E. Taxation—Material U.S. Federal Income Tax Considerations”) held shares, such U.S. Holder would face adverse U.S. federal income tax consequences. For a more comprehensive discussion regarding our status as a PFIC and the tax consequences to U.S. Holders if we are treated as a PFIC, please read “Item 10. Additional Information—E. Taxation—Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—PFIC Status and Significant Tax Consequences.” Atlas Corp. is a U.K. tax resident. If Atlas’ U.K. tax residency is not maintained, the amount of tax payable by us could increase, which could have a material adverse impact on the business, results of operation and financial condition. As a company incorporated in the Republic of the Marshall Islands, Atlas is not automatically treated as a U.K. resident for tax purposes. Our directors intend to meet all requirements of U.K. tax residency for Atlas by establishing that central management and control is carried out in the U.K. If tax residency is not maintained solely in the U.K. or if Atlas does not meet the conditions for the exemptions from U.K. corporation tax in respect of dividends, the amount of tax payable by us could increase, which could have a material adverse impact on our business, results of operation and financial condition. In addition, were Atlas to be treated as tax resident in an alternative and/or additional jurisdiction, this could increase the aggregate tax burden of us and our shareholders. Risks related to financing and indebtedness We may not be able to timely pay, or be able to refinance, amounts owed under our credit facilities, Notes, vessel leases and other financing arrangements. We have significant normal course payment obligations under our credit facilities, Notes, and vessel leases (operating and finance) and other financing arrangements, both prior to and at maturity, of approximately $1.0 billion in 2025 and an additional $10.0 billion through to maturity, which extends to 2043. In addition, under our credit facilities, vessel leases, and other financing arrangements, a payment may be required in certain circumstances as a result of events such as the sale or loss of a vessel, a termination or expiration of a charter (where we do not enter into a replacement charter acceptable to the lenders within a specified grace period) or termination of a shipbuilding contract. The amount that must be paid may be calculated based on the loan to market value ratio or some other ratio that takes into account the market value of the relevant asset (with the repayment amount increasing if asset values decrease), or may be the entire amount of the financing in regard to a credit facility or a pre-determined termination sum in the case of vessel lease arrangements. Our ability to make payments under our credit facilities, Notes, vessel leases and other financing arrangements will depend on our ability to generate cash in the future. This is, to a certain extent, subject to general economic, financial, competitive and other factors that are beyond our control. Our business may not be able to generate sufficient cash flow from operations and future borrowings may not be available to us in an amount sufficient to enable us to pay our debts as they come due or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. If we are able to obtain financing and refinancing, it may not be on commercially reasonable terms. If we are not able to refinance outstanding amounts at interest rates and other terms acceptable to us, or at all, we will have to dedicate a significant portion of our cash flow from operations to repay such amounts, which could reduce our ability to satisfy our payment obligations, or require us to delay certain business activities, capital expenditures or investments or cease paying dividends. If we are not able to satisfy these obligations (whether or not refinanced) with cash flow from operations, we may have to seek to restructure our debt, vessel leases and other arrangements, undertake alternative financing plans (such as additional debt or equity capital) or sell assets, which may not be available on terms attractive to us or at all. The market values of our vessels fluctuate with market conditions. A reduction in our net assets could result in a breach of certain financial covenants applicable to our credit, leases and other facilities and our Notes which could limit our ability to borrow additional funds or require us to repay outstanding amounts. Further, declining containership values could affect our ability to raise cash by limiting our ability to refinance vessels or use unencumbered vessels as collateral for new loans or result in mandatory prepayments under certain of the credit facilities or our Notes. If we are unable to meet or otherwise default on our debt, and vessel leases and other financing obligations, the holders of our debt or our lessors could declare all outstanding indebtedness to be immediately due and payable. Holders of our secured debt would also have the right to proceed against the collateral granted to them that secures the indebtedness. Additionally, most of our debt instruments contain cross-default provisions, which generally cause a default or event of default under each instrument upon a qualifying default or event of default under any other debt instrument. 17 Table of Contents Under the terms of our Notes, upon the occurrence of a change of control (as defined in the relevant indentures) and/or certain other events, we may be required to purchase all or a portion of such Notes then outstanding at a purchase price equal to (in the case of our Senior Secured Notes) 100.0% or (in the case of our other Notes) 101.0% of the principal amount thereof plus accrued and unpaid interest. In addition, under the Subscription and Exchange Agreement (the “Subscription and Exchange Agreement”) entered into with certain affiliates of Fairfax pursuant to which we exchanged $300.0 million of Fairfax Notes for 12,000,000 Series J preferred shares and 1,000,000 warrants, upon the occurrence of a change of control (as defined in such agreement), we may be required to purchase all or a portion of the Series J preferred shares held by affiliates of Fairfax for an amount equal to the liquidation preference set forth in the Statement of Designation for the Series J preferred shares, plus any accrued and unpaid dividends. If a change of control were to occur, we may not have sufficient funds to pay the purchase price for the Notes and/or Series J preferred shares tendered and, in such case, expect that we would require third-party financing; however, we may not be able to obtain such financing on favorable terms, if at all. In addition, the occurrence of a change of control may result in an event of default under, or require us to purchase, our other existing or future senior indebtedness. Moreover, the exercise by the holders of their right to require us to purchase the Notes could cause a default under our existing or future senior indebtedness, even if the occurrence of a change of control itself does not, due to the financial effect of such purchase on us and our subsidiaries. Our failure to purchase tendered Notes at a time when the purchase is required by the indenture would constitute an event of default under the indenture, which, in turn, may constitute an event of default under future debt. Our substantial debt levels and vessel leases and other financing obligations may limit our flexibility in obtaining additional financing and in pursuing other business opportunities. As of December 31, 2024, we had $2.9 billion aggregate principal amount of debt outstanding under our credit facilities and Notes, and vessel leases (operating and finance) and other financing arrangements of approximately $8.2 billion. The amounts outstanding under our credit facilities and our vessel leases (operating and finance) and other financing arrangements will increase following the delivery of the 37 newbuild vessels, including six PCTCs that we have contracted to purchase. Our level of debt and vessel leases and other financing obligations could have important consequences to us, including the following: • our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes, may be impaired or such financing may not be available on favorable terms, or at all; • we may need to use a substantial portion of our cash from operations to make principal and interest payments on our debt or make our lease payments, reducing the funds that would otherwise be available for operation and future business opportunities; • our debt level could make us more vulnerable to competitive pressures, a downturn in our business or the economy generally than our competitors with less debt; and • our debt level may limit our flexibility in responding to changing business and economic conditions. Our ability to service our debt and vessel leases and other arrangements will depend upon, among other things, our financial and operating performance, which will be affected by prevailing economic, financial, business and regulatory conditions, as well as other factors, some of which are beyond our control. If our results of operations are not sufficient to service our current or future indebtedness and vessel leases and other obligations, we will be forced to take actions such as reducing or delaying our business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing our debt, or seeking additional equity capital or bankruptcy protection. We may not be able to effect any of these remedies on satisfactory terms, or at all. Disruptions in global capital markets and economic conditions or changes in lending practices may harm our ability to obtain financing on acceptable terms, which could hinder or prevent us from meeting our capital needs. We rely on the global capital markets, especially the credit markets, to satisfy a significant portion of our capital requirements. Significant instability or disruptions of the capital markets or deterioration of our financial position due to internal or external factors could restrict or eliminate our access to, and/or significantly increase the cost of, various financing sources, including bank credit facilities and issuance of corporate bonds. This could occur because our lenders could become unwilling or unable to meet their funding obligations or we may not be able to obtain funds at the interest rate agreed to in our credit facilities due to market disruption events or increased funding costs. Such instability or disruptions in the capital markets may also cause lenders to be unwilling to provide us with new financing to the extent needed to fund our ongoing operations and growth. 18 Table of Contents Instability or disruptions of the capital markets and deterioration of our financial position, alone or in combination, could also result in a reduction in our credit rating, which could prohibit or restrict us from accessing external sources of short and long-term debt financing and/or significantly increase the associated costs. If financing or refinancing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due which could negatively impact our business, results of operations and financial condition. See also —“Our business may continue to be negatively impacted by inflation” above. Exposure to interest rate fluctuations may result in fluctuations in our results of operations and financial condition. As of December 31, 2024, we had an aggregate of approximately $2.9 billion outstanding under our credit facilities and our Notes, and vessel leases (operating and finance) and other financing arrangements of approximately $8.2 billion. The majority of our credit facilities and vessel leases and other financing arrangements are variable rate facilities and leases, under which our payment obligations will increase as interest rates increase. While we have entered into interest rate swaps to manage some of our interest rate risk, interest rate fluctuations and their impact on the fair value of our interest rate swaps may have a negative effect on the results of our operations and financial condition. Please read “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk.” Restrictive covenants applicable to our credit facilities, Notes and vessel leases and other financing arrangements impose financial and other restrictions on us, which may limit, among other things, our ability to borrow funds under such financing and lease arrangements and our ability to pay dividends on our shares or redeem our preferred shares. To borrow funds under our existing credit facilities and vessel leases and other financing arrangements, we must, among other things, meet specified financial covenants. We are prohibited under certain of our existing credit facilities and vessel leases and other financing arrangements from incurring total borrowings in an amount greater than 75.0% of our total assets (as defined in the applicable agreement). In addition, we must also ensure that certain interest coverage, and interest and principal coverage ratios are met. Total borrowings and total assets are terms defined in such credit facilities and vessel leases and other financing arrangements and differ from those used in preparing our consolidated financial statements, which are prepared in accordance with U.S. GAAP. To the extent we are unable to satisfy such requirements, we may be unable to borrow additional funds or may be in breach, which could require us to repay outstanding borrowings. We may also be required to prepay amounts borrowed under some or all of our credit facilities, our Notes and vessel leases and other financing agreements if we experience a change of control (as defined in the relevant agreement, lease or indenture). These events may result in financial penalties to us under our leases. In addition, our financing and lease arrangements limit our ability to, among other things: • pay dividends if an event of default has occurred and is continuing under one of our credit facilities and capital and operating lease arrangements or if the payment of the dividend would result in an event of default; • incur additional indebtedness under the credit facilities or otherwise, including through the issuance of guarantees; • create liens on our assets; • sell our vessels without replacing such vessels or prepaying a portion of our loan or lease arrangements; or • merge or consolidate with, or transfer all or substantially all our assets to, another person. Accordingly, we may need to seek consent from our lenders, lessors or holders of our Notes in order to engage in some corporate actions. The interests of our lenders, lessors and holders of our Notes may be different from ours, and we may be unable to obtain our lenders’, lessors’ or Note holders’ consent when and if needed. In addition, we are subject to covenants applicable to our preferred shares. If we do not comply with the restrictions and covenants applicable to our credit facilities, Notes, or vessel leases and other financing arrangements, results of operations and financial condition and ability to pay dividends on our shares or redeem our preferred shares will be negatively impacted. We receive a portion of our financing from leasing houses in China and such financing arrangements may be adversely affected by changes to economic sanctions or Chinese law or policy, which may require us to obtain alternative financing. While we aim to diversify our sources of capital, a portion of our indebtedness currently derives from sale-leaseback arrangements with several leasing houses in China, many of which are subsidiaries of state-owned Chinese commercial banks. 19 Table of Contents Sanctions targeting state-owned entities in China, or changes in law or policy enacted by the Chinese government may adversely affect our debt contracts with these leasing houses, and may require us to repay all or a portion of such indebtedness before maturity and to refinance such indebtedness using another source of capital. We may not be able to obtain alternative financing or refinancing when needed and even if available, such alternative financing may be on terms that are less favorable to us. Any failure to obtain financing or increase in debt service payments could negatively impact our business, results of operations and financial condition. See also “Legal, regulatory and litigation risks”. Charterparty-related defaults under certain of our secured credit facilities and vessel leases and other financing arrangements could permit the counterparties thereto to accelerate our obligations and terminate such facilities or leases, which could subject us to termination penalties. Most of our vessel financing credit facilities and other financing arrangements, as well as our finance and operating leases, are secured by, among other things, payments from the charterers for the applicable vessels and contain default provisions relating to non-payment. The prolonged failure of a charterer to pay in full under the charter or the termination or repudiation of the charter without our entering into a replacement charter contract within a specified period of time constitutes an event of default under certain of our financing agreements. If such a default were to occur, our outstanding obligations under the applicable financing agreements may become immediately due and payable, and the lenders’ commitments under the financing agreements to provide additional financing, if any, may terminate. This could also lead to cross-defaults under other financing agreements and result in obligations becoming due and commitments being terminated under such agreements. A default under any financing agreement could also result in foreclosure on certain applicable vessels and other assets securing related loans or financings. Risks related to an investment in our securities We may not have sufficient cash from our operations to enable us to pay dividends on our preferred shares or redeem our preferred shares following the payment of expenses. Atlas Corp. itself has no earnings from operations and relies on payments from its subsidiaries to meet its obligations. We pay quarterly dividends on our shares from funds legally available for such purpose when, as and if declared by and in the discretion of our board of directors. We may not have sufficient cash available each quarter to pay dividends. In addition, we may have insufficient cash available to redeem our preferred shares. The amount of dividends we can pay or the amount we can use to redeem the preferred shares depends upon the amount of cash we generate from and use in our operations, which may fluctuate significantly based on, among other things: • our continued ability to maintain, enter into or renew charters for vessels with our existing customers or new customers; • the rates we obtain for such charters and leases and the ability of our customers to perform their obligations thereunder; • the level of our operating costs; • the number of off-charter or unscheduled off-hire days for our fleet and the timing of, and number of days required for, dry-docking of our containerships; • prevailing global and regional economic and political conditions; • the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business; • changes in the basis of taxation of our activities in various jurisdictions; • our ability to service and refinance our current and future indebtedness; • our ability to raise additional debt and equity to satisfy our capital needs; • dividend and redemption payments applicable to other senior or parity equity securities; and • our ability to draw on our existing credit facilities and the ability of our lenders and lessors to perform their obligations under their agreements with us. The amount of cash we have available to pay dividends on our shares or to redeem our preferred shares will not depend solely on our profitability, but is also subject to the discretion of our directors and the requirements of Marshall Islands law, among other factors. 20 Table of Contents The actual amount of cash we will have available to pay dividends on our shares or to redeem our preferred shares depends on many factors, including, among others: • changes in our operating cash flow, capital expenditure requirements, debt and lease repayment requirements, working capital requirements and other cash needs; • restrictions under our existing or future credit facilities, Notes, or vessel leases or other financing arrangements may impact our ability to declare or pay dividends if an event of default has occurred and is continuing or if the payment of the dividend would result in an event of default or would violate any restricted payments covenant under the Notes; • the amount of any reserves established by our board of directors; and • restrictions under Marshall Islands law, which generally prohibits the payment of dividends other than from surplus (i.e., retained earnings and the excess of consideration received for the sale of shares above the par value of the shares) or while a company is insolvent or would be rendered insolvent by the payment of such a dividend. The amount of cash we generate from our operations may differ materially from our net income or loss for the period, which is affected by non-cash items, and our board of directors in its discretion may elect not to declare any dividends. As a result of these and the other factors mentioned above, we may pay dividends during periods when we record losses and may not pay dividends during periods when we record net income. Our board of directors periodically assesses our need to retain funds rather than pay them out as dividends. Our board of directors may decide to further reduce, or possibly eliminate, our dividend in order to retain funds necessary to preserve our capital base. The NYSE and the Nasdaq Stock Market do not require an issuer with only publicly traded preferred stock and notes like us to comply with certain of its corporate governance requirements. Our Series D Preferred Shares and Series H Preferred Shares are listed on the NYSE and the Atlas Notes are listed on the Nasdaq Global Select Market. Because we only have preferred shares and notes that are publicly traded, the NYSE and the Nasdaq Stock Market do not require us to have, and we do not intend to have, a majority of independent directors on our Board of Directors or to establish a compensation committee and nominating and corporate governance committee. Accordingly, holders of our preferred shares and notes will not have the same protections afforded to certain corporations that are subject to all of the NYSE and Nasdaq Stock Market corporate governance requirements. Our approach to corporate governance may lead us to take actions that conflict with our preferred shareholders’ interests as preferred shareholders and our creditors’ interests as holders of our debt securities. All of our common shares are owned by Poseidon. Poseidon has no obligation to contribute additional funds(directly or indirectly) to Atlas. Accordingly, Poseidon can appoint the members of our Board of Directors and controls the outcome of corporate actions requiring stockholder approval, including mergers, consolidations and the sale of all or substantially all of our assets. The interests of Poseidon could conflict with those of our preferred shareholders and public debt holders. For example, if we encounter financial difficulties or are unable to pay our debts as they come due, the interests of Poseidon might conflict with the interests of our preferred shareholders and noteholders. Risks from geopolitical conflicts may negatively affect and have significant impacts on our business Geopolitical conflicts (such as the ongoing Russia-Ukraine Conflict and the escalating Middle East Conflict and Red Sea Attacks) have created instability to macro-economic conditions in recent years, including high volatility in the price of commodities, global economic uncertainty, reduced global trade and downward financial market conditions. Escalating tensions, increasing military involvement and actions and growing sanctions caused by such conflicts may bring continued volatility and disruptions, and in turn may cause, directly and indirectly, deterioration in the global economy, financial and credit markets and disruptions to the supply chain, which in turn, may have a material adverse effect on our business, financial and liquidity conditions, as well as the business of our customers. Impacts of the Middle-East Conflict and Red Sea Attacks On October 7, 2023, Hamas, a U.S.-designated terrorist organization, launched a series of coordinated attacks from the Gaza Strip onto Israel. On October 8, 2023, Israel formally declared war on Hamas (the “Middle East Conflict”). Since the commencement of these events, there have been additional active hostilities, including with the Hezbollah in Lebanon and Iran. 21 Table of Contents Following the commencement of the escalating Middle-East Conflict, Houthi rebels boarded and hijacked the vehicle carrier vessel Galaxy Leader on November 19, 2023. Houthi rebels have attacked and continue to attack numerous other commercial vessels travelling to the Red Sea through the Bab- el-Mandeb Strait (the “Red Sea Attacks”) including vessels operated by us, which did not sustain damage. In response to the ongoing Red Sea Attacks, a multinational coalition led by the United States launched Operation Prosperity Guardian, a military operation aimed at ensuring freedom of navigation and safety of maritime traffic through the deployment of military vessels to escort commercial vessels passing through the Red Sea, Bab-el-Mandeb Strait and the Gulf of Aden. In January 2024, the U.S. States and U.K carried out strikes against Houthi targets in Yemen. Israel and the U.S. have carried out additional strikes against Houthi targets thereafter, but Houthi rebels continue to attack commercial vessels. While some commercial vessels continue to travel through the Red Sea and Bab-el-Mandeb Strait, the Red Sea Attacks have caused many vessel operators to divert their vessels away from the Red Sea routes and around Africa’s Cape of Good Hope. Since January 2024, all of the containerships owned and operated by us have been diverted from the Red Sea. Diverting vessels via the Cape of Good Hope lengthens the overall vessel journey by approximately 1,900 nautical miles on Asia-North Europe routes, which has resulted in increased operating costs for our customers, and delays in shipping times. The intensity and duration of both the Middle East Conflict and the Red Sea Attacks are difficult to predict and their impact on the global economy, the shipping industry and our business is uncertain. Such conflicts may exacerbate market volatility, cause inflation in consumer goods, and may impact access to and pricing of capital. Impacts of the Russia-Ukraine conflict The Russia-Ukraine conflict, which began in February 2022, has created volatility and disruption to the global economy (including the prices of commodities, and the capital markets). In our containership business, costs increased due to the war’s impact on supply chains, on the availability of workers, on our ability to conduct crew transfers and on our customers’ businesses. It remains difficult to predict the long-term effect the Russia-Ukraine conflict may have on our seafarers and other operations. The Russia-Ukraine conflict may continue to exacerbate market volatility and impact access to and pricing of capital, which may continue to disrupt global credit and financial market and in turn negatively impact our business, results of operations, financial condition and profitability. General risk factors Disruptions and security threats to our technology systems could negatively impact our business. In the ordinary course of business, we rely on the security of information and operational technology systems, including those of our business partners and other third parties, to manage or support a variety of business activities including operating and navigating our containership fleet; tracking container contents and delivery; maintaining vessels; communicating with personnel, management, customers and business partners; collecting, processing, transmitting and storing electronic information, including personal, employee, business, financial and operational data; facilitating business and financial transactions; and providing services to our customers. A successful cyber-attack on us, or our business partners, could significantly disrupt these and other commercial activities and business functions resulting in a loss of revenue and customer relationships. For operational technology in particular, a successful cyber-attack could result in physical damage to assets and infrastructure, injury or loss of life and environmental harm. Our global technology network faces many threats from criminal hackers and competitors who may use phishing emails, unauthorized network intrusions, electronic communications or portable electronic devices to distribute computer viruses and ransomware, enable fraudulent transactions, or otherwise alter the confidentiality, integrity and availability of our information and information systems. Due to our continuing efforts to secure our technology network infrastructure, protect our critical data and systems, and ensure operational resiliency, attempted cyber-attacks against the Company have been unsuccessful to date. However, cyber-attacks may continue to occur and a successful cyber-attack could have a material impact on our financial performance, reputation and continuous operations. Cyber-attacks are becoming increasingly common and more sophisticated, and may be perpetrated by computer hackers, cyber-terrorists or others engaged in corporate espionage. Further, as the methods of cyber-attacks continue to evolve, we may be required to expend additional resources to enhance and supplement our existing protective measures. A successful cyber-attack could also result in significant costs associated with the investigation and remediation of our technology systems, as well as increased regulatory and legal liability. 22 Table of Contents Currency exchange rate fluctuations and controls affect the results of our operations. Although our charter revenues are primarily earned in U.S. dollars and a significant portion of our operating and general and administrative costs are incurred in U.S. dollars, we conduct operations in many countries involving transactions denominated in a variety of currencies. We are subject to currency exchange rate risk to the extent that our costs are denominated in currencies other than those in which we earn revenues. We monitor exchange rate fluctuations on a continuous basis and seek to reduce our exposure in certain circumstances by denominating charter-hire revenue, ship building contracts, purchase contracts and debt obligations in U.S. dollars when practical to do so; however, we do not currently fully hedge movements in currency exchange rates. As a result, currency fluctuations may have a negative effect on our results of operations and financial condition. We also face risks arising from the imposition of exchange controls. Exchange controls may limit our ability to convert foreign currencies into U.S. dollars (or vice versa) or to remit dividends and other payments by our foreign subsidiaries or businesses located in or conducted within a country imposing controls. Item 4. Information on the Company A. History and Development of the Company Atlas Corp. is a Republic of the Marshall Islands corporation incorporated under the Marshall Islands Business Corporations Act on October 1, 2019 for the purpose of facilitating a holding company reorganization. On February 28, 2020, after the reorganization, Atlas completed the acquisition of all the issued and outstanding common shares of Apple Bidco Limited, which owns 100% of APR Energy. Atlas Corp. is a holding company and its sole assets are its interests in Seaspan and APR Energy and their respective subsidiaries. On December 31, 2024, Atlas completed the sale of the assets of its power generation business which was held by APR Energy (the “APR Asset Sale”). Following the closing of the APR Asset Sale, APR Energy’s operations have ceased and the mobile power generation segment is reported as discontinued operations. We maintain our principal executive offices at 23 Berkeley Square, London, United Kingdom, W1J 6HE, and our telephone number is +44 20 7788 7819. We maintain an Internet site at https://atlascorporation.com. The information contained on our website or information about us that can be accessed through our website will not be deemed to be incorporated into this Form 20-F. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. All of the SEC filings made electronically by Atlas are available to the public on the SEC website at www.sec.gov (commission file number 001-39237). Following the Merger (as defined below), all of Atlas’ common shares are held by Poseidon. B. Business Overview General Atlas Corp. is a global asset manager and the parent company of Seaspan and APR Energy. Our vessel leasing segment, which is conducted through Seaspan, owns and operates a fleet of vessels which it charters to major liner companies. Prior to the completion of the APR Asset Sale, through APR Energy, we operated a fleet of power generation assets (gas turbines and other power generation equipment), providing electricity to customers including large corporations in the oil and gas, mining and other industries and both government backed and private utilities. Following the APR Asset Sale, we have one reportable segment for vessel leasing. Poseidon Acquisition of Atlas On March 28, 2023, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 31, 2022, by and among Atlas, Poseidon Corp. (then known as Poseidon Acquisition Corp., “Poseidon”), an entity formed by certain affiliates of Fairfax Financial Holdings Limited (“Fairfax”), certain affiliates of the Washington Family (“Washington”), David Sokol, Chairman of the board of directors of the Company, Ocean Network Express Pte. Ltd., and certain of their respective affiliates, and Poseidon Merger Sub, Inc., a wholly-owned subsidiary of Poseidon (“Merger Sub”), Merger Sub merged with and into the Company with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Poseidon (other than with respect to the Company’s preferred shares) (the “Merger”). In connection with the consummation of the Merger, the Company’s common shares were suspended from trading from the NYSE on March 28, 2023 and were delisted from the NYSE on April 10, 2023 (the “Delisting”). Atlas’ preferred shares remain outstanding and continue to trade on the NYSE. 23 Table of Contents APR Asset Sale On November 19, 2024, the Company (and certain of its subsidiaries) entered into an Asset Purchase Agreement pursuant to which the Company agreed to sell to a third party purchaser and assume certain liabilities of the mobile power business including mobile gas turbines, balance-of-plant inventory and trademarks for an aggregate cash purchase price of $375.0 million. The APR Asset Sale closed on December 31, 2024. Vessel Leasing Through Seaspan, we are a leading independent charter owner and manager of containerships, which we charter primarily pursuant to long-term, fixed-rate time charters with nine major container liner companies. We primarily deploy our vessels on long-term, fixed-rate time charters to take advantage of the stable cash flow and high utilization rates that are typically associated with long-term time charters. As at February 28, 2025, we operated a fleet of 186 vessels, totaling 1,906,380 TEU, that have an average age of approximately seven years, on a TEU weighted basis. As at February 28, 2025, we have 36 newbuild vessels under construction delivering through to August 2029. Our primary objective for Seaspan is to continue to grow our vessel leasing business through accretive vessel acquisitions as market conditions allow. Most of our customers’ business revenues are derived from the shipment of goods from the Asia Pacific region, primarily China, to various overseas export markets in the United States and in Europe. Seaspan Fleet The following table summarizes key facts regarding our 186 containership vessels as of December 31, 2024: Operating Vessels Newbuild Vessels Vessel Class (TEU) # Vessels (Total fleet) # Vessels (of which are unencumbered) Average Age (Years) Average Remaining Charter Period (Years) Average Daily Charter Rate (in thousands of USD) # Vessels Average Length of Charter 2,500-3,500 14 6 16.6 0.6 $ 16.3 — 0.0 4250-5100 17 14 16.1 1.3 30.3 — 0.0 7,000-9,600 44 12 10.5 6.5 42.1 9 8.4 10,000-11,000 33 4 9.2 4.4 34.1 — 0.0 11,800-13,100 27 3 7.6 4.9 40.9 1 15.0 14,000 - 15,000 34 3 4.8 5.5 46.7 6 15.0 15,000-16,000 15 — 0.9 12.3 37.1 15 10.7 24,000+ 2 — 1.3 16.7 41.9 — 0.0 Total/Average 186 42 7.2 5.4 $ 37.9 31 11.0 Excludes options to extend charter. Includes 2 vessels on bareboat charter. Includes 3 vessels on bareboat charter. Includes 2 vessels classified as asset held for sale. Includes 8 vessels on bareboat charter. Includes 6 vessels on bareboat charter. Includes 9 vessels on bareboat charter. Includes 2 vessels on bareboat charter. In addition, the Company has entered into shipbuilding contracts for six 10,800 CEU PCTC newbuild vessels as of December 31, 2024. For more information, please read “Item 5. Recent Developments in 2024 and 2025—Vessel Acquisitions and Deliveries”. Charters We charter our vessels primarily under long-term, fixed-rate time charters. Time Charters and Bareboat Charters A time charter is a contract for the use of a vessel with crew for a fixed period of time at a specified daily rate. A bareboat charter is a contract for the use of a vessel without crew where the charterer also assumes responsibility for dry-docking of the vessel, if needed. See “Glossary.” (1) (2) (3)(4) (5) (6) (7) (8) (1) (2) (3) (4) (5) (6) (7) (8) 24 Table of Contents The initial term for a time or bareboat charter commences when the charterer obtains the right to use the asset under the relevant lease arrangement. Under all of our time charters, the charterer may also extend the term for periods in which the vessel is off-hire. A summary of average remaining charter periods is included above under “—Seaspan Fleet.” Hire Rate Under the majority of our long-term time charters, charter hire is payable in U.S. dollars, as specified in the charter. Charter hire is payable in Chinese Renminbi (“RMB”) in six of our long-term time charters for certain newbuild vessels currently under construction and not yet delivered. The hire rate is a fixed daily amount that, for some contracts may increase, or decrease at varying intervals during the term of the charter and any extension to the term. Payments generally are made in advance on a monthly or semi-monthly basis. The hire rate may be reduced in certain instances as a result of added cost to the charterer due to vessel performance deficiencies in speed or fuel consumption. Operations and Expenses We operate our vessels on time charter and are responsible for vessel operating expenses. See “Glossary.” The charterer generally pays the voyage expenses. See “Glossary.” Off-hire When a vessel is “off-hire”, or not available for service, the charterer generally is not required to pay the hire rate, and we are responsible for all costs, including the fuel cost, unless the charterer is responsible for the circumstances giving rise to the vessel’s lack of availability. A vessel generally will be deemed to be off-hire when there is an event preventing the full working of the vessel due to, among other things: • operational deficiencies not due to actions of the charterers or their agents; • dry-docking for repairs, maintenance or inspection; • equipment or machinery breakdowns, abnormal speed and construction conditions; • delays due to accidents for which the vessel owner, operator or manager is responsible, and related repairs; • crewing strikes, labor boycotts caused by the vessel owner, operator or manager, certain vessel detentions or similar problems; or • a failure to maintain the vessel in compliance with its specifications and contractual standards or to provide the required crew. Under most of our time charters, if a vessel is off-hire for a specified number of consecutive days or for a specified aggregate number of days during a 12-month period, the charterer has the right to cancel the time charter with respect to that vessel. Under some charter contracts, if a vessel is off-hire for specified reasons for a prolonged period, we are obligated to charter a substitute vessel and to pay any difference in hire cost of the charter for the duration of the substitution. The periods of off-hire that trigger such termination rights exclude, in addition to any other specific exclusions in the charter, off-hire for routine dry-dockings or non-compliance with regulatory obligations. Our charter contracts generally provide for hire adjustments for vessel performance deficiencies such as those in speed or fuel consumption, with prolonged performance deficiencies giving the charterer a termination right under some charters. Ship Management and Maintenance Under each of our time charters, we are responsible for the operation and management of each vessel, including maintaining the vessel, periodic dry- docking, cleaning and painting and performing work required by regulations. We focus on risk reduction, operational reliability and safety. We believe we achieve high standards of technical ship management by, among other methods: • developing a minimum competency standard for seagoing staff; • standardizing equipment used throughout the fleet, thus promoting efficiency and economies of scale; • implementing a voluntary vessel condition and maintenance monitoring program; • maintaining a high retention rate for the senior officers on our vessels; • a cadet training program; and • recruiting and retaining highly skilled and talented people in our technical ship management offices in Vancouver, Hong Kong and Mumbai. 25 Table of Contents Our staff has skills in all aspects of ship management and experience in overseeing new vessel construction, vessel conversions and general marine engineering, and has previously worked in various companies in the international ship management industry. A number of senior managers also have sea- going experience, having served aboard vessels at a senior rank. In all training programs, we place an emphasis on safety and regularly train our crew members and other employees to meet our high standards. Shore-based personnel and crew members are trained to be prepared to respond to emergencies related to life, property or the environment. Sale and Purchase of Vessels Under some of our time charters, the customer has the right to prior notice of or consent to any proposed sale of the applicable vessel, which consent cannot be unreasonably withheld. A limited number of charters provide the charterer with a right of first refusal for the proposed vessel sale, which would require us to offer the vessel to the charterer prior to selling it to another entity. Sub-charters do not affect our ability to sell our time-chartered vessels. Certain of our bareboat charters have purchase obligations and require the charterer to purchase the vessel upon termination of the bareboat charter. The purchase obligation may be at a pre-determined amount or at a purchase price equivalent to the fair value within a pre-determined range depending on the charter. Inspection by Classification Societies Every seagoing vessel must be certified as seaworthy by a classification society. The classification society certifies that the vessel has been built and maintained in accordance with the rules of the classification society and complies with applicable rules and regulations of the vessel’s country of registry and the international conventions of which that country is a member. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake the surveys on application or by official order, acting on behalf of the authorities concerned. Each vessel is inspected by a surveyor of the classification society in three surveys of varying frequency and thoroughness: every year for annual surveys, every two to three years for intermediate surveys, and every five years for special surveys. If any defects are found, the classification surveyor will issue a “condition of class” or a “requirement” for appropriate repairs that have to be made by the shipowner within the time limit prescribed. Vessels may be required, as part of the annual and intermediate survey process, to be dry-docked for inspection of the underwater portions of the vessel and for necessary repair stemming from the inspection. Special surveys always require dry-docking. The classification society also undertakes on request other surveys and inspections that are required by regulations and requirements of the flag state. These surveys are subject to agreements made in each individual case or to the regulations of the country concerned. Power Generation On December 31, 2024, Atlas completed the APR Asset Sale. For additional information, please read “Item 4. Information on the Company—B. Business Overview— APR Asset Sale”. Insurance Containership leasing. We maintain marine hull and machinery, and war risks insurances, which covers the risk of actual or constructive total loss and partial loss, for all of our vessels. Each of our vessels is covered up to at least fair market value with certain deductibles, per vessel, per claim. We achieve this overall loss coverage by maintaining, as included, nominal increased value coverage for each of our vessels, under which coverage, in the event of total loss of a vessel, we will be entitled to recover amounts not recoverable under the hull and machinery policy beyond partial loss. We have not obtained, and do not intend to obtain, loss-of-hire insurance covering the loss of revenue during extended off-hire periods. We believe that this type of coverage is not economical and is of limited value to us. However, we evaluate the need for such coverage on an ongoing basis, taking into account insurance market conditions and the employment of our vessels. The charterer generally pays extra war risk insurance and broker commissions when the vessel is ordered by the charterer to enter a notified war exclusion trading area. Protection and indemnity insurance is provided by mutual protection and indemnity associations (“P&I associations”), which insure our third-party pollution, wreck removal and crew liabilities in connection with our shipping activities. Coverage includes third-party liability, crew liability and other related expenses resulting from the abandonment, injury or death of crew, and other third parties, the loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances and salvage, towing and other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by P&I associations. Subject to a limit, our coverage is nearly unlimited, but subject to the rules of the particular protection and indemnity insurer. The 12 P&I associations that comprise the International Group insure approximately 90% of the world’s commercial blue-water tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. As a member of a 26 Table of Contents mutual P&I association, which is a member or affiliate of the International Group, we are subject to calls payable to the associations based on the International Group’s claim records as well as a proportioned impact of claim records of all other members of the individual associations. Competition We operate in markets that are highly competitive and based primarily on supply and demand of containerships. We compete for charters based upon price, customer relationships, operating and technical performance, professional reputation and size, age and condition of the vessel. Competition for providing new containerships for chartering purposes comes from a number of experienced shipping companies, including direct competition from shipping and lease financing companies, other independent charter owners and indirect competition from state-sponsored and other major entities with their own fleets. Some of our competitors may have greater financial resources than we do and can operate larger fleets and may be able to offer better charter rates. An increasing number of marine transportation companies have entered the containership sector, including many with positive reputations and extensive resources and experience. This increased competition may cause greater price competition for time charters. Seasonality Our vessels primarily operate under long-term charters and are generally not subject to the effect of seasonal variations in demand. Environmental and Other Regulations Government regulation significantly affects our business and the operation of our vessels. We are subject to international conventions and codes, and national, state, provincial and local laws and regulations in the jurisdictions in which our businesses operate or where our vessels are registered, including, among others, those governing the generation, management and disposal of hazardous substances and wastes, the cleanup of oil spills and other contamination, air emissions, water discharges and noise abatement. A variety of government, quasi-government and private entities require us to obtain permits, licenses or certificates for our business operations. Failure to maintain necessary permits or approvals could require us to incur substantial costs or temporarily suspend the operation of one or more of our vessels in one or more ports. Increasing environmental concerns have created a demand for vessels that conform to the strictest environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States, Canadian and international regulations and with flag state administrations. The following is an overview of certain material governmental regulations that affect our business and the operation of our vessels. It is not a comprehensive summary of all government regulations to which we are subject. International Maritime Organization The IMO is the United Nations’ agency for maritime safety. The IMO has negotiated international conventions that impose liability for pollution in international waters and a signatory’s territorial waters. For example, the IMO’s International Convention for the Prevention of Pollution from Ships (“MARPOL”), imposes environmental standards on the shipping industry relating to, among other things, pollution prevention and procedures, technical standards, oil spills management, transportation of marine pollutants and air emissions. Annex VI of MARPOL, which regulates air pollution from vessels, sets limits on sulfur oxide, nitrogen oxide and particulate matter emissions from vessel exhausts and prohibits deliberate emissions of ozone depleting substances. We believe all of our vessels currently are Annex VI compliant, as applicable. In 2018, the IMO adopted measures to reduce Green House Gas (“GHG”) emission from international shipping, which measures are consistent with the Paris Agreement goals. To comply with the new requirements, existing vessels will have to take measures to align with the energy efficiency design indices (EEDI & EEXI) applicable to IMO’s phase 3 design criteria for new ships. Several vessels in our fleet will go through the process of limiting engine power to achieve compliance by due date. There are other ongoing initiatives to improve operational efficiency of our vessels such as hydrodynamic modifications, selection of high performance hull coatings and cargo loadability improvements, amongst other measures to improve the carbon footprint from our vessels. We may be subject to significant costs and expenses if we fail to meet these new requirements and any of our ships is non-compliant. The IMO also requires ships of 5,000 gross tonnage or more to record and report their fuel consumption to their flag state at the end of each calendar year. We currently report and report fuel consumption to flag state pursuant to these requirements. The IMO is developing GHG regulations similar to those of the European Union, with details of such regulations to be unveiled in coming years. 27 Table of Contents The IMO’s International Convention on Civil Liability for Bunker Oil Pollution Damage (the “Bunker Convention”), imposes, subject to limited exceptions, strict liability on vessel owners for pollution damage in jurisdictional waters of ratifying states, which does not include the United States, caused by discharges of “bunker oil.” The Bunker Convention also requires owners of registered vessels over a certain size to maintain insurance for pollution damage in an amount generally equal to the limits of liability under the applicable national or international limitation regime. We believe our vessels comply with the Bunker Convention. The IMO’s Ballast Water Management Convention requires ships to manage their ballast water in such a way that aquatic organisms and pathogens are removed or rendered harmless before discharging the water. The compliance deadline for installation of ballast water treatment (“BWT”) systems is September 2024. We adopted the BWT technology for our newbuild vessels in the early stages and have completed installation of approved BWT systems. The IMO also regulates vessel safety. The International Safety Management Code (the “ISM Code”), provides an international standard for the safe management and operation of ships and for pollution prevention. Failure to comply with the ISM Code may subject a party to increased liability, may decrease available insurance coverage for the affected vessels, and may result in a denial of access to, or detention in, certain ports. All of the vessels in our fleet are ISM Code-certified. Increasingly, various regions are adopting additional, unilateral requirements on the operation of vessels in their territorial waters. These regulations, such as those described below, apply to our vessels when they operate in the relevant regions’ waters and can add to operational and maintenance costs, as well as increase the potential liability that applies to violations of the applicable requirements. United States The United States Oil Pollution Act of 1990 and CERCLA The United States Oil Pollution Act of 1990 (“OPA”), establishes an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. The Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), governs spills or releases of hazardous substances other than petroleum or petroleum products. Under OPA and CERCLA, vessel owners, operators and bareboat charterers are jointly and, subject to limited exceptions, strictly liable for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil or hazardous substances, as applicable, from their vessels. OPA and CERCLA define these damages broadly to include certain direct and indirect damages and losses, including the assessment of damages, remediation, damages to natural resources such as fish and wildlife habitat, and agency oversight costs. Vessel owners and operators must establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet their potential aggregate liabilities under OPA and CERCLA. Evidence of financial responsibility may be demonstrated by showing proof of insurance, surety bonds, self-insurance or guarantees. We have obtained the necessary U.S. Coast Guard financial assurance certificates for each of our vessels currently in service and trading to the United States. Owners or operators of certain vessels operating in U.S. waters also must prepare and submit to the U.S. Coast Guard a response plan for each vessel, which plan, among other things, must address a “worst case” scenario environmental discharge and describe crew training and drills to address any discharge. Each of our vessels has the necessary response plans in place. Clean Water Act and Ballast Water Regulation The Clean Water Act (“CWA”), establishes the basic structure for regulating discharges of pollutants into the waters of the United States and regulating quality standards for surface waters. Civil and criminal penalties are expressly authorized by the CWA for discharges of pollutants without a permit and the failure to satisfy permit requirements. The CWA also authorizes citizens to bring claims against alleged violators under its citizen suit provisions. The CWA also authorizes the Environmental Protection Agency (“EPA”) to impose on responsible parties costs associated with the removal, and remediation of hazardous substances, as well other damages. We believe we are in compliance with all regulatory requirements in respect of ballast water discharge. Compliance with these and other regulations could require the installation of ballast water treatment equipment or the implementation of the other port facility disposal procedures at potentially significant costs. Non-compliance with these regulations may result in fines, penalties or other sanctions. Additional Ballast Water Regulations The United States National Invasive Species Act (“NISA”), and certain regulation enacted by the U.S. Coast Guard (“USCG”) under NISA, impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering U.S. waters, including a limit on the concentration of living organisms in ballast water discharged in such waters. Some of our vessels which adopted the BWT technology in an early stage were in the process of upgrading the 28 Table of Contents treatment systems to meet the standards set by USCG. As of date of filing, our vessels are in compliance with these standards. The USCG regulations also require vessels to maintain a vessel-specific ballast water management plan that addresses training and safety procedures, fouling maintenance and sediment removal procedures. Individual U.S. states have also enacted laws to address invasive species through ballast water and hull cleaning management and permitting requirements. Clean Air Act The Clean Air Act (the “CAA”), and its implementing regulations impose requirements on our vessels regarding vapor control and establish recovery requirements for cleaning fuel tanks and conducting other operations in regulated port areas. In addition, the EPA has adopted standards pursuant to the CAA concerning air emissions that apply to certain engines installed on U.S. vessels and to marine diesel fuels produced and distributed in the United States. The CAA also requires states to draft State Implementation Plans (“SIPs”), designed to attain national health-based air quality standards in primarily major metropolitan and industrial areas. Several SIPs regulate emissions from degassing operations by requiring the installation of vapor control equipment on vessels. These, and potential future federal and state requirements may increase our capital expenditures and operating costs while in applicable ports. As with other U.S. environmental laws, failure to comply with the CAA may subject us to enforcement action, including payment of civil or criminal penalties and citizen suits. Canada Canada has established a complex regulatory enforcement system under the jurisdiction of various ministries and departments for preventing and responding to a marine pollution incident. The principal statutes of this system prescribe measures to prevent pollution, mandate remediation of marine pollution, and create civil, administrative and quasi-criminal liabilities for those responsible for a marine pollution incident. Canada Shipping Act, 2001 The Canada Shipping Act, 2001 (“CSA 2001”), is Canada’s primary legislation governing marine transport, pollution and safety. CSA 2001 applies to all vessels operating in Canadian waters and in the Exclusive Economic Zone of Canada. CSA 2001 provides the authorities with broad discretionary powers to enforce its requirements, and violations of CSA 2001 requirements can result in significant administrative and quasi-criminal penalties. CSA 2001 authorizes the detention of a vessel where there are reasonable grounds for believing that the vessel caused marine pollution or that an offense has been committed. Canada’s Department of Transport has also enacted regulations on ballast water management under CSA 2001. Each of our vessels is currently CSA 2001 compliant. Canadian Environmental Protection Act, 1999 The Canadian Environmental Protection Act (the “CEPA”), regulates water pollution, including disposal at sea and the management of hazardous waste. Contravention of CEPA can result in administrative and quasi-criminal penalties, which may be increased if damage to the environment results and the person acted intentionally or recklessly. A vessel also may be seized or detained for contravention of CEPA’s prohibitions. Costs and expenses of measures taken to remedy a condition or mitigate damage resulting from an offense are also recoverable. CEPA establishes liability to the Canadian government authorities that incur costs related to restoration of the environment, or to the prevention or remedying of environmental damage, or an environmental emergency. Limited defenses are provided but generally do not cover violations arising from ordinary vessel operations. Marine Liability Act The Marine Liability Act (“MLA”), is the principal legislation dealing with liability of shipowners and operators in relation to passengers, cargo, pollution and property damage. The MLA implements various international maritime conventions and creates strict liability for a vessel owner for damages from oil pollution from a ship, as well as for the costs and expenses incurred for clean-up and preventive measures. Both governments and private parties can pursue vessel owners for damages sustained or incurred as a result of such an incident. Although the MLA does provide some limited defenses, they are generally not available for spills or pollution incidents arising out of the routine operation of a vessel. The MLA limits the overall liability of a vessel owner to amounts that are determined by the tonnage of the containership. The MLA also provides for the creation of a maritime lien over foreign vessels for unpaid invoices to ship suppliers operating in Canada. 29 Table of Contents Wildlife Protection The Migratory Birds Convention Act (“MBCA”), implements Canada’s obligations under a bilateral treaty between the United States and Great Britain (on behalf of Canada) designed to protect migrating birds that cross North American land and water areas. The MBCA prohibits the deposit of any substance that is harmful to migratory birds in any waters or area frequented by migratory birds. A foreign vessel involved in a violation may be detained within Canada’s Exclusive Economic Zone with the consent of the attorney general. The Fisheries Act prohibits causing the death of fish or the harmful alteration, disruption or destruction of fish habitat or the deposit of a deleterious substance in waters frequented by fish. The owner of a deleterious substance, the person having control of the substance and the person causing the spill must report the spill and must take all reasonable measures to prevent or remedy adverse effects resulting from a spill. The Species at Risk Act protects endangered aquatic species and migratory birds and their designated critical habitat. Violations of these Acts can be committed by a person or a vessel and may result in significant administrative and quasi-criminal penalties. China Prior to our vessels entering any ports in the PRC, we are required to enter into pollution clean-up agreements with pollution response companies approved by the PRC. Through a local agency arrangement, we have contracted with approved companies. China has established a coastal emission control area and inland emission control areas that cap sulfur content of marine fuels. Authorities in Hong Kong and Taiwan have also imposed similar cap on sulfur content of fuels consumed by vessels calling ports in their respective territories. China has introduced its own regulation to monitor energy consumption from ships operating in Chinese ports. All our vessels trading in Chinese ports are currently complying with the local regulatory requirements. European Union Requirements In waters of the EU, our vessels are subject to regulation by EU-level legislation, including directives implemented by the various member states through laws and regulations of these requirements. These laws and regulations prescribe measures, among others, to prevent pollution, protect the environment and support maritime safety. If deficiencies are found that are clearly hazardous to safety, health or the environment, the state is required to detain the vessel or stop loading or unloading until the deficiencies are addressed. Member states are also required to implement their own separate systems of proportionate penalties for breaches of these standards. The EU’s directive on the sulfur content of fuels (Directive (EU) 2016/802, which consolidates Directive 1999/32/EC and its various amendments) restricts the maximum sulfur content of marine fuels used in vessels operating in EU member states’ territorial seas, exclusive economic zones and pollution control zones. Under this directive, we have made necessary upgrades to comply with the sulfur fuel content limits in the marine fuel our vessels use in order to avoid delays or other obstructions to their operations, as well as any enforcement measures which may be imposed by the relevant member states for non-compliance with the provisions of the directive. We have also made expenditures (such as expenditures related to washing or filtering exhaust gases) to comply with relevant sulfur oxide emissions levels. The directive has been amended to bring the above requirements in line with Annex VI of MARPOL. It also makes certain of these requirements more stringent. As of date of filing, our vessels are compliant with these requirements. Through Directive 2005/35/EC (as amended by Directive 2009/123/EC and as further amended and supplemented from time to time), the EU requires member states to cooperate to detect pollution discharges and impose criminal sanctions for certain pollution discharges committed intentionally, recklessly or by serious negligence and to initiate proceedings against ships at their next port of call following the discharge. Penalties may include fines and civil and criminal penalties. Ships may be subject to an inspection for verification of their compliance with the requirements of the directive and penalties may be imposed for their breach. The EU also authorizes member states to adopt the IMO’s Bunker Convention, discussed above, that imposes strict liability on shipowners for pollution damage caused by spills of oil carried as fuel in vessels’ bunkers and requires vessels of a certain size to maintain financial security to cover any liability for such damage. Most EU member states have ratified the Bunker Convention. The EU has adopted a regulation (EU Ship Recycling Regulation (1257/2013)) which sets forth rules relating to vessel recycling and management of hazardous materials on vessels. The EU has adopted an Integrated Maritime Policy for the purposes of achieving a more coherent approach to maritime issues through coordination between different maritime sectors and integration of maritime policies. 30 Table of Contents Other Greenhouse Gas Legislation The Paris Agreement, which was adopted in 2015 by a large number of countries and entered into force in November 2016, deals with greenhouse gas emission reduction measures and targets from 2020 to limit the global average temperature increase to well below 2˚ Celsius above pre-industrial levels. International shipping was not included in this agreement, but it is expected that its adoption may lead to regulatory changes in relation to curbing greenhouse gas emissions from shipping. The IMO, EU, Canada, the United States and other individual countries, states and provinces are evaluating various measures to reduce greenhouse gas emissions from international shipping, which may include some combination of market-based instruments, a carbon tax or other mandatory reduction measures. The EU adopted Regulation (EU) 2015/757 concerning the monitoring, reporting and verification of emissions from vessels (the “MRV Regulation”), which entered into force in July 2015 (as amended by Regulation (EU) 2016/2071). The MRV Regulation applies to most vessels over 5,000 gross tonnage, irrespective of flag, in respect of air emissions released during voyages within the EU as well as EU incoming and outgoing voyages. As at January 1, 2024 the MRV Regulation covers carbon dioxide, methane and nitrous oxide emissions. The EU has determined that maritime shipping will be included in the EU Emissions Trading System as from 2024 in the absence of a comparable system operating under the IMO. This will result in additional costs to us as ship owners if the commercial operators of our ships (i.e., the charterer or party responsible for the purchase of fuel, choice of cargo, route and speed) are not held responsible for these costs under the EU legislation, as implemented by the relevant EU Member State. The European Commission has launched a “Fit for 55” package of proposals intended to reduce the EU’s total GHG emissions by 55% by 2030, with the ultimate goal to achieve full EU decarbonization by 2050. As a result, shipping will likely to face new stringent EU regulations. The proposal includes following: • The European Trading System Directive - As of January 1, 2024, shipping has become subject to the Emission Trading Scheme (‘EU ETS’), with the ships presently reporting emissions under the MRV Regulation being required to purchase emission allowances. As at January 1, 2024 EU ETS applies to carbon dioxide emissions and from January 1, 2026 methane and nitrous oxide emissions will be included. Under the EU ETS, for every year companies must purchase enough allowances in order to cover the total amount of their emissions in that year. In the subsequent calendar year they must surrender those allowances, with the first date for surrender of allowances being September 30, 2025. Each allowance (EUA) corresponds to 1 tonne of CO2 emissions and the price of 1 EUA was approximately EUR 71.0 on February 28, 2025. By including the shipping sector in the EU ETS the EU intends to signal that investments in energy efficiency are more cost-efficient than paying for the price of carbon emissions and hence support decarbonization. All intra-EU emissions will be included, but only 50% of the emissions for voyages from and to a third country (subject to certain exceptions) when arriving in or departing from the EU, respectively. Non-compliance is punishable by fines and could eventually lead to a ban from EU waters (which could extend to the entire fleet). Shipping companies, particularly those, such as ourselves, whose administering bodies are based outside the EU, will face increased administrative and compliance costs with respect to EU ETS. The relevant enactments are the MRV Regulation and Directive 2003/87/EC, which provides for a gradual introduction of obligations for shipping companies. Specifically, shipping companies will be obliged to surrender allowances corresponding to only 40% of their verified emissions for 2024, 70% for 2025 and 100% as from 2026. The relevant MRV Regulation and Directive will be implemented into national legislation by each EU Member State. • The FuelEU Maritime Regulation - The Fuel EU Maritime Regulation (“FuelEU”) is a new regulation coming into effect in 2025, which sets maximum limits for the yearly average GHG intensity of the energy used by vessels above 5,000 GT calling at EU and European Economic Area (EEA) ports, regardless of their flag. Due to delays, some EEA countries such as Norway and Iceland are currently treated as being outside of the EU. The GHG intensity of the energy used will be required to improve by 2% in 2025 relative to 2020, ramping up to 80% by 2050. The FuelEU GHG intensity requirements apply to 100% of energy used on voyages and port calls within the EU and EEA, and 50% of energy used on voyages into or out of the EU and EEA (subject to exceptions intended to deter evasive behaviour). From 2030, FuelEU will also require container and passenger vessels to connect to shore power from 2030 for stays longer than two hours. The entity that is responsible for compliance of the vessel with the International Safety Management Code (ISM Company) shall ensure compliance with FuelEU. Each entity responsible for compliance shall submit a monitoring plan for the vessels in their fleet to an accredited verifier, record fuel consumption and other data for each vessel’s arrival and departures at EU ports starting from January 1, 2025 and submit a vessel-specific “FuelEU report” to an accredited verifier for each reporting period starting in 2025. From June 30, 2026 and in each subsequent year, a FuelEU Document of Compliance (“FuelEU DOC”) will be issued by the relevant verifier to a vessel if that vessel has no compliance deficit. Vessels that exceed the FuelEU GHG intensity requirement must pay a penalty that is equivalent to the difference between the 31 Table of Contents required and actual GHG intensity (i.e. compliance deficit) multiplied by the energy use. If a vessel has a compliance deficit, the outstanding penalties need to be paid before a FuelEU DOC will be issued for that vessel by an EU or EEA administering state. If a ship fails to present a FuelEU DOC for two or more consecutive reporting periods, that vessel could be banned from EU and EEA ports. • The Alternative Fuels Infrastructure - This regulation is an update of an existing directive and will require EU member states to ramp up the availability of LNG by 2025 and onshore electrical power supply by 2030 in core EU ports. • The Energy Taxation Directive - This directive is being revised to remove the tax exemption for conventional fuels used between EU ports as of 1 January 2023 resulting in a significant increase in their price. International bunker for extra-EU voyages remains tax exempt. For heavy fuel oil, the new tax rate will be approximately €37 per tonne. Any passage of climate control legislation or other regulatory initiatives by the IMO, EU, Canada, the United States or other individual jurisdictions where we operate, that restrict emissions of greenhouse gases from vessels, could require us to make significant capital expenditures and may materially increase our operating costs. Other Regions We may be subject to environmental and other regulations that have been or may become adopted in other regions of the world that may impose obligations on our containership business and may increase our costs to own and operate them. Compliance with these requirements may require significant expenditures on our part and may materially increase our operating costs. Vessel Security Regulations Since September 2001, there have been a variety of initiatives intended to enhance vessel security. In November 2002, the Maritime Transportation Security Act of 2002 (the “MTSA”), came into effect. The new chapter imposes various detailed security obligations on vessels and port authorities, most of which are contained in the International Ship and Port Facilities Security Code (“ISPS Code”). Our existing vessels have implemented the various security measures addressed by the MTSA, SOLAS and the ISPS Code. Any failure to maintain such certifications may subject us to increased liability and may result in denial of access to, or detention in, certain ports. Furthermore, compliance with the ISPS Code requires us to incur certain costs. Although such costs have not been material to date, if new or more stringent regulations relating to the ISPS Code are adopted by the IMO and the flag states, these requirements could require significant additional capital expenditures or otherwise increase the costs of our operations. Taxation of the Company United States Taxation The following is a discussion of the expected material U.S. federal income tax considerations applicable to us. This discussion is based upon the provisions of the Code, applicable U.S. Treasury Regulations promulgated thereunder, legislative history, judicial authority and administrative interpretations, as of the date of this Annual Report, all of which are subject to change, possibly with retroactive effect or are subject to different interpretations. Changes in these authorities may cause the U.S. federal income tax considerations to vary substantially from those described below. The following discussion is for general information purposes only and does not purport to be a comprehensive description of all of the U.S. federal income tax considerations applicable to us. No ruling has been requested from the IRS regarding any matter affecting us. The statements made herein may not be sustained by a court if contested by the IRS. Taxation of Operating Income We expect that substantially all of our gross income will be attributable to the transportation of cargo. For this purpose, gross income attributable to transportation (“Transportation Income”), includes income from the use (or hiring or leasing for use) of a vessel to transport cargo and the performance of services directly related to the use of any vessel to transport cargo and, thus, includes time charter and bareboat charter income. Fifty percent (50%) of Transportation Income attributable to transportation that either begins or ends, but that does not both begin and end, in the United States (“U.S. Source International Transportation Income”), is considered to be derived from sources within the United States. Transportation Income attributable to transportation that both begins and ends in the United States (“U.S. Source Domestic Transportation Income”), is considered to be 100% derived from sources within the United States. Transportation Income attributable to transportation exclusively between non-U.S. destinations is considered to be 100% derived from sources outside the United States. Transportation Income derived from sources outside the United States generally is not subject to U.S. federal income tax. 32 Table of Contents We believe that we have not earned any U.S. Source Domestic Transportation Income, and we expect that we will not earn any such income in future years. However, certain of our activities give rise to U.S. Source International Transportation Income, and future expansion of our operations could result in an increase in the amount of our U.S. Source International Transportation Income. Unless the exemption from tax under Section 883 of the Code (the “Section 883 Exemption”), applies, our U.S. Source International Transportation Income generally will be subject to U.S. federal income taxation under either the net basis and branch profits tax or the 4% gross basis tax, each of which is discussed below. The Section 883 Exemption In general, the Section 883 Exemption provides that if a non-U.S. corporation satisfies the requirements of Section 883 of the Code and the Treasury Regulations thereunder (the “Section 883 Regulations”), it will not be subject to the net basis and branch profits taxes or the 4% gross basis tax described below on its U.S. Source International Transportation Income. The Section 883 Exemption does not apply to U.S. Source Domestic Transportation Income. A non-U.S. corporation will qualify for the Section 883 Exemption if, among other things, it (1) is organized in a jurisdiction outside the United States that grants an exemption from tax to U.S. corporations on international Transportation Income (an “Equivalent Exemption”), (2) satisfies one of three ownership tests (“Ownership Tests”), described in the Section 883 Regulations and (3) meets certain substantiation, reporting and other requirements. Atlas and certain subsidiaries are organized under the laws of the Republic of the Marshall Islands. The U.S. Treasury Department has recognized the Republic of the Marshall Islands as a jurisdiction that grants an Equivalent Exemption. We also believe that we will be able to satisfy all substantiation, reporting and other requirements necessary to qualify for the Section 883 Exemption. Consequently, our U.S. Source International Transportation Income should be exempt from U.S. federal income taxation provided we satisfy the Ownership Tests and provided we file a U.S. federal income tax return to claim the Section 883 Exemption. We believe that we currently satisfy the qualified shareholder test of the Ownership Tests on the basis that our stock is ultimately more than 50% owned (by value) by foreign public corporations that otherwise satisfy the requirements of the qualified shareholder test. In addition, we believe that we satisfy the controlled foreign corporation test of the Ownership Tests. We can give no assurance, however, that changes in the trading, ownership or value of our common shares will permit us to continue to qualify for the Section 883 Exemption. The Net Basis and Branch Profits Tax If the Section 883 Exemption does not apply, our U.S. Source International Transportation Income may be treated as effectively connected with the conduct of a trade or business in the United States (“Effectively Connected Income”), if we have a fixed place of business in the United States and substantially all of our U.S. Source International Transportation Income is attributable to regularly scheduled transportation or, in the case of bareboat charter income, is attributable to a fixed place of business in the United States. Generally, we believe that we do not have a fixed place of business in the United States. As a result, we believe that substantially none of our U.S. Source International Transportation Income would be treated as Effectively Connected Income. While we do not expect to acquire a fixed place of business in the United States, there is no assurance that we will not have, or will not be treated as having, a fixed place of business in the United States in the future, which may, depending on the nature of our future operations, result in our U.S. Source International Transportation Income being treated as Effectively Connected Income. Any income we earn that is treated as Effectively Connected Income would be subject to U.S. federal corporate income tax (the highest statutory rate currently is 21%) and a 30% branch profits tax imposed under Section 884 of the Code. In addition, a 30% branch interest tax could be imposed on certain interest paid, or deemed paid, by us. If we were to sell a vessel that has produced Effectively Connected Income, we generally would be subject to the net basis and branch profits taxes with respect to the gain recognized up to the amount of certain prior deductions for depreciation that reduced Effectively Connected Income. Otherwise, we would not be subject to U.S. federal income tax with respect to a gain realized on the sale of a vessel, provided the sale is not considered to occur in the United States under U.S. federal income tax principles. The 4% Gross Basis Tax If the Section 883 Exemption does not apply and we are not subject to the net basis and branch profits taxes described above, we generally will be subject to a 4% U.S. federal income tax on our gross U.S. Source International Transportation Income without the benefit of deductions (“Gross Basis Tax”). We estimate that the U.S. federal income tax on such U.S. Source International Transportation Income would be approximately $4 million if the Section 883 Exemption and the net basis and branch profits taxes do not apply, based on the amount of our gross U.S. Source International Transportation Income we have earned in prior years. However, many of our time charter contracts contain provisions in which the charterers would be obligated to bear the cost of the Gross Basis Tax. The amount of such Gross Basis Tax 33 Table of Contents which we would be liable for in any year will depend upon the amount of income we earn from voyages into or out of the United States in such year, however, which is not within our complete control. Hong Kong Taxation The following is a discussion of the expected material Hong Kong profits tax considerations applicable to us. This discussion is based upon the provisions of the Inland Revenue Ordinance (Cap. 112) (the “IRO”) as of the date of this Annual Report, all of which are subject to change, possibly with retroactive effect, and subject to different interpretations by the Inland Revenue Department of Hong Kong (the “IRD”). Changes to the IRO or other relevant authorities may cause the Hong Kong profits tax considerations to vary substantially from those described below. The following discussion is for general information purposes only and does not purport to be a comprehensive description of all of the Hong Kong profits tax considerations applicable to us. We believe Seaspan’s central management and control is in Hong Kong. Profits tax In general, the IRO provides that profits tax shall be charged for each year of assessment on every person (which includes corporations) carrying on a trade, profession or business in Hong Kong in respect of such person’s assessable profits arising in or derived from Hong Kong for that year from such trade, profession or business (excluding profits arising from the sale of capital assets) as ascertained in accordance with the IRO. In ascertaining the chargeable profits, applicable deductions are allowed for all costs and expenses to the extent they are incurred by that person during the relevant basis period in the production of chargeable profits. Under the two-tiered profits tax rates regime in Hong Kong, for corporations, the prevailing profits tax rate for the first HK$2 million of assessable profits will be 8.25% and assessable profits above HK$2 million will continue to be subject to the rate of 16.5%. There are specific provisions in the IRO in relation to the ascertainment of the assessable profits of a ship-owner carrying on business in Hong Kong. A person is deemed to be carrying on business as an owner of ships in Hong Kong if the business is normally controlled or managed in Hong Kong or the person is a corporation incorporated in Hong Kong, or any ship owned by that person calls at any location within the waters of Hong Kong (except where the IRD is convinced that the call is of a casual nature). In this context, “business as an owner of ships” means a business of chartering or operating ships. If a corporation is deemed to be carrying on business as an owner of ships in Hong Kong, certain sums received by the corporation will be considered as relevant sums when ascertaining the assessable profits in accordance with the IRO. The relevant sums include, but are not limited to, all the sums derived from any charter hire in respect of the operation of a ship navigating solely or mainly within the waters of Hong Kong and half of the sums derived from any charter hire in respect of the operation of a ship navigating between any location within the waters of Hong Kong and any location within river trade waters outside of Hong Kong. The IRO also provides that certain sums will be considered as exempted sums, which are exempted from the determination of the relevant sums. In particular, if a ship is registered in Hong Kong, its income from the relevant carriage abroad proceeding to sea from any location within the waters of Hong Kong or any other location within those waters will be exempted. In June 2020, the Inland Revenue (Amendment) (Ship Leasing Tax Concessions) Ordinance 2020 (the “Ship Leasing Amendment Ordinance”) was enacted to provide tax concessions for qualifying ship leasing and ship leasing management businesses. Under the Ship Leasing Amendment Ordinance, a qualifying ship lessor is entitled to have its qualifying profits charged at a concessionary profits tax rate (currently set at 0% for the year of assessment commencing on or after 1 April 2020). Such tax concession applies to a corporation for a year of assessment only if (i) during the basis period for that year of assessment, (a) the central management and control of the corporation is exercised in Hong Kong, (b) the activities that produce its qualifying profits for that year are carried out in Hong Kong by the corporation; or arranged by the corporation to be carried out in Hong Kong, and (c) those activities are not carried out by a permanent establishment outside Hong Kong, and (ii) the corporation has made an election in writing, which is irrevocable, that the tax concession applies to it. If we and/or Seaspan are deemed to be carrying on business as owners of ships in Hong Kong, and if our ships are navigating solely or mainly within the waters of Hong Kong and/or navigating between any location within the waters of Hong Kong and any location within river trade waters outside of Hong Kong, the relevant sums falling within the definition of the IRO are subject to the profits tax, with the exception of the exempted sums. The same will apply to our other vessel-holding subsidiaries that are registered as non-Hong Kong companies in Hong Kong (the “vessel-holding 34 Table of Contents subsidiaries”) under the Hong Kong’s Companies Ordinance (Cap. 622) (the “Companies Ordinance”). Based on our operation and our understanding of the relevant provisions of the IRO, we do not believe that our charter hire income is, nor do we expect our charter hire income to be, subject to the profits tax under the IRO, because the ships owned by us, Seaspan and/or our other vessel-holding subsidiaries are not navigating solely or mainly within the waters of Hong Kong and/or are not navigating between any location within the waters of Hong Kong and any location within river trade waters. While currently the ships owned by us, Seaspan and/or our other vessel-holding subsidiaries are not navigating solely or mainly within the waters of Hong Kong and/or are not navigating between any location within the waters of Hong Kong and any location within river trade waters outside of Hong Kong, there is no assurance that these ships will not be operating within the said waters in the future, depending on the nature of our future operations. In the event that the ships owned by us, Seaspan and/or our other vessel-holding subsidiaries do navigate solely or mainly within the waters of Hong Kong and/or navigate between any location within the waters of Hong Kong and any location within river trade waters outside of Hong Kong and our charter hire income does not fall within the definition of exempted sums under the IRO, we are likely to be subject to the profits tax in respect of such income. In such circumstances, for the purpose of ascertaining the profits tax payable, the assessable profits will be calculated as the sum bearing the same ratio to the aggregate of the relevant sums earned by or accrued to the relevant company during the basis period for that year of assessment as that relevant company’s total shipping profits for the basis period bear to the aggregate of the total shipping income earned by or accrued to that relevant company during that basis period for that year of assessment. However, instead of calculating the assessable profits based on the above, the IRD may assess the profits on a fair percentage of the aggregate of the relevant sums of the relevant basis period. In respect of other service-providing subsidiaries (which are registered as non-Hong Kong companies under the Companies Ordinance), if the services are performed in Hong Kong, the service fee income will be considered as being arising in or derived from Hong Kong and the corresponding profits will be subject to the profits tax. The profits tax payable will be calculated using the then prevailing profits tax rate. The People’s Republic of China Taxation The following is a discussion of the expected material China tax considerations applicable to us. This discussion is based upon the provisions of the laws and regulations described below in effect as of the date of this Annual Report, all of which are subject to change, possibly with retroactive effect, and subject to different interpretations by the relevant Chinese tax authorities. Changes to these laws and regulations may cause the Chinese tax considerations to vary substantially from those described below. The following discussion is for general information purposes only and does not purport to be a comprehensive description of all of the Chinese tax considerations applicable to us. Corporation Income Tax (“CIT”) The relevant China tax regulation in respect of the China taxation of our voyage charter and time charter revenue is “Provisional Measures on the Collection of Tax on Non-Resident Taxpayers Engaged in International Transportation Business” (Bulletin of the State Administration of Taxation 2014, No. 37) (“Provisional Measures”). China imposes CIT on non-resident shipping companies that operate international transportation business with China. Effective from August 1, 2014, non-resident shipping companies are subject to CIT at the rate of 25% on their China-sourced taxable income derived from the provision of international transportation services. Such services are defined to include transportation of passengers, goods, mail or other items into and out of China via owned or leased ships, airplanes and shipping spaces, as well as the provision of services such as loading and unloading, warehousing and related services. Non-resident shipping companies are required to register with Chinese tax authorities and maintain sound accounting records relating to the calculation of taxes. China-sourced income derived by us and our vessel-owning subsidiaries from voyage charter and time charter of vessels may be treated as international transportation service income and therefore would be subject to the imposition of CIT under the Provisional Measures, unless exempted from China taxation based on the China/HK Tax Treaty (as defined below). Value-added Tax (“VAT”) Under the current Chinese VAT regulation, non-resident enterprises that derive income from the provision of international transportation services to Chinese customers are subject to VAT, unless exempted under the applicable tax treaty. The applicable VAT rate is 9% for transportation services and 6% for storage and loading/unloading services. VAT is generally withheld by the Chinese customers but non-resident shipping companies may also perform their own VAT filings if they have already registered with the competent tax authorities. 35 Table of Contents Tax exemption Article 8(1) of the Arrangement between Mainland and Hong Kong for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and its Fourth Protocol (“China/HK Tax Treaty”) provide exemptions from CIT and VAT for qualifying taxpayers. Specifically, according to the China/HK Tax Treaty, China exempts from tax (including CIT and VAT) income and profits derived by a Hong Kong tax resident conducting international transportation business in China. The IRD issued us tax residency certificates in Hong Kong with respect to the tax year ending December 31, 2023, which means we should be treated as a qualifying taxpayer under the China/HK Tax Treaty and qualify for exemptions for the tax years ending December 31, 2023, 2024 and 2025. We will obtain tax residency certificates for future tax years. Joint Venture In March 2021, Atlas entered into a joint venture with Zhejiang Energy Group (“ZE”) and executed a shareholders’ agreement with ZE to form the joint venture (“ZE JV”). The purpose of the joint venture is to develop business in relation to container vessels, LNG vessels, environmental protection equipment and power equipment supply. In September 2024, Seaspan Corporation entered into an agreement with ONE to form a joint venture in Singapore named ONESEA Solutions Pte. Ltd. (“ONESEA”). ONESEA provides ship management services for vessels owned by ONE and vessels chartered by ONE from vessel owners (including vessels owned by Seaspan). After receipt of regulatory approval, Seaspan completed its investment in ONESEA in November 2024. Upon completion of the investment, Seaspan and ONE each owned 50% of the common shares of ONESEA. In November 2024, Seaspan Corporation entered into an agreement with Watts Energy Technology Limited (“Watts”) to form a joint venture company in Hong Kong (the “Seaspan-Watts JV”). The Seaspan-Watts JV will develop technology and provide services in fuel conversion, carbon capture, gas engineering, and ship repair engineering to third party customers as well as vessels owned by Seaspan. The completion of the transaction is conditioned on receipt of applicable regulatory approval. Upon completion of the transaction, Seaspan and Watts will each own 50% of the common shares of the Seaspan-Watts JV. As of the date of this report, the parties have not received regulatory approval, and the Seaspan-Watts JV entity remains as a wholly owned subsidiary of Seaspan Corporation without conducting any business operations. C. Organizational Structure Please read Exhibit 8.1 to this Annual Report for a current list of our significant subsidiaries. D. Property, Plant and Equipment For information on our assets, please read “Item 4. Information on the Company—B. Business Overview—General—Seaspan Fleet”. For information on environmental issues that may affect the company’s utilization of the assets, please read “Item 4. Information on the Company—B. Business Overview—Environmental and Other Regulations.” Item 4A. Unresolved Staff Comments None. Item 5. Operating and Financial Review and Prospects Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with our consolidated financial statements and notes included elsewhere in this Annual Report. Please see “Item 5. Operating and Financial Review and Prospects—A. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Annual Report for a discussion related to the 2023/2022 comparative period. Overview We are Atlas Corp., a global asset manager and the parent company of Seaspan and APR Energy. Seaspan is a leading independent owner and manager of containerships. We primarily deploy our vessels on long-term, fixed-rate time charters to take advantage of the stable cash flow and high utilization rates that are typically associated with long-term time charters. As of February 28, 2025, we operated a fleet of 186 vessels that have an average age of approximately seven years, on a TEU weighted basis. 36 Table of Contents Customers for our operating fleet as of February 28, 2025, were CMA CGM, COSCO, Hapag-Lloyd, Maersk, MSC, ONE, Yang Ming Marine, ZIM and Evergreen. Certain newbuild vessels currently under construction will upon delivery, be chartered to our customer Hyundai Glovis Co., Ltd.. Certain vessels in our operating fleet will, upon completing their current charters, be chartered to our customer Hyundai Merchant Marine. On December 31, 2024, the Company completed the APR Asset Sale. For additional information, please read “Item 4. Information on the Company —B. Business Overview— APR Asset Sale”. Recent Developments in 2024 and 2025 Vessel Acquisitions and Deliveries During the year ended December 31, 2024, the Company took delivery of 35 vessels and increased our total operating capacity by 381,500 TEU. The additions to our fleet range from 7,000 TEU to 16,000 TEU. Upon delivery, these vessels commenced long-term charters with leading global liner companies. As at December 31, 2024, we have 37 newbuild vessels under construction delivering through to August 2029. Upon delivery. these vessels will commence long-term charters with leading global liner companies and logistics companies. In January of 2025, the Company took delivery of one newbuild vessel of 7,000 TEU. The vessel commenced a long-term charter upon delivery. Shipbuilding Contracts for Vessels In October 2023, the Company entered into shipbuilding contracts for the construction of eight 10,800 CEU dual-fuel liquefied natural gas PCTC newbuilds. Of the eight shipbuilding contracts, two were novated to a customer in February 2024. In relation to two of the remaining six newbuilds, the Company provided an option to the customer to novate the shipbuilding contracts in respect of such newbuilds or enter into a long term charter with the Company upon delivery of such newbuilds to the Company, and in February 2024, the customer decided to novate the contracts. For the remaining four newbuild vessels, the vessels will be delivered to the Company in the last quarter of 2026 and throughout 2027. Upon delivery, these four newbuilds will commence long term charters with a leading logistics company. In March 2024, the Company entered into shipbuilding contracts for the construction of two 10,800 CEU dual-fuel liquefied natural gas PCTC newbuilds. Upon delivery, these two newbuilds will commence long term charters with a leading logistics company. In June 2024, the Company entered into shipbuilding contracts for the construction of 23 newbuild containership vessels, ranging between 9,000 and 17,000 TEU. The vessels will be delivered in 2027 and 2028 and each vessel will commence a long term charter upon delivery. In August 2024, the Company entered into shipbuilding contracts for the construction of one 13,000 TEU newbuild containership vessel. The vessel will be delivered in 2028 and commence a long term charter upon delivery. In October 2024, the Company entered into shipbuilding contracts for six 13,600 TEU scrubber-fitted newbuild containerships. Each vessel will commence a long-term charter upon delivery and charter payments made under such charter will be in RMB. The vessels are expected to deliver between 2026 and 2028. During the year 2024, Company entered into a number of additional shipbuilding contracts, which were subsequently novated to third parties. Vessel Sales In February 2024, the Company completed the sale of one 4,250 TEU vessel. In November 2024, the Company completed the sale of one 4,250 TEU vessel, which had been financed under a sale-lease back arrangement. The Company purchased the vessel from the financier and subsequently sold the vessel to a third party. During the year 2024, Company recognized $2.6 million in gains from sale of vessels. In January 2025, the Company entered into an agreement to sell two 8,500 TEU vessels, subject to closing conditions. The sale for one vessel was completed in February 2025. The sale of the second vessel is expected to complete in the first half of 2025. Financing Developments In 2023, as a result of the merger, the Company exchanged all outstanding Exchangeable Notes, and repurchased some of its 2024 NOK bonds and 2026 NOK Bonds. In 2023 and in February 2024, we repaid an aggregate of $482.7 37 Table of Contents million and $25.7 million in connection with the maturity of the 2024 NOK Bonds and the repurchase of the remaining 2026 NOK Bonds. For more information, please see “B. Liquidity and Capital Resources” below. In January and February 2024, the Company refinanced three vessels. The three vessels were originally financed under sale-leaseback arrangements with Chinese leasing companies and were re-financed under sale-leaseback arrangements with another Chinese leasing company. In March 2024, the Company amended and extended an existing revolving credit facility to increase the borrowing capacity by $50.0 million and extending the maturity date from February 2025 to March 2027. In March 2024, the Company completed sale-leaseback financings of two vessels in the aggregate amount of $54.0 million. In May 2024, the Company completed sale-leaseback financing for four of its PCTCs for an aggregate amount of $472.9 million. In October through December 2024, the Company entered into RMB 6.8 billion ($933.8 million USD converted at the period end date) in sale- leaseback financing arrangements related to six newbuild containerships. The funds received under these financing arrangements and the payments owed for the construction of such vessels are all denominated in RMB. In December 2024, the Company entered into $173.3 million in sale-leaseback financing arrangement related to one newbuild containership, subject to satisfaction of customary closing conditions. From January 2025 to the date of this Report, the Company entered into $173.3 million in sale-leaseback financing arrangement related to one newbuild containership, subject to satisfaction of customary closing conditions. During the year ended December 31, 2024, the Company exercised its option to purchase seven vessels ranging in size from 10,000 to 14,000 TEU, each at a predetermined purchase price ranging from $42.0 million to $61.6 million per vessel. During the year ended December 31, 2024, the Company purchased one 14,000 TEU vessel at a predetermined purchase price of $61.6 million in relation to a purchase option that was exercised in 2023. Changes in Senior Management In January 2024, Benjamin Church resigned as Chief Executive Officer of APR Energy. On May 1, 2024, William Kostlivy and Peter Li were appointed Chief Financial Officer and General Counsel, respectively, of both Seaspan and Atlas. On February 11, 2025, William Kostlivy resigned as Chief Financial Officer of Seaspan and Atlas. Bing Chen was appointed as interim Chief Financial Officer of Atlas and Seaspan, effective February 11, 2025. APR Energy Asset Sale For additional information, please read “Item 4. Information on the Company—B. Business Overview— APR Asset Sale”. Market Conditions Containership leasing. Containerships play an integral role in global trade, facilitating the movement of goods around the world. GDP is an important measure of global trade, and global GDP growth is positively correlated with growth in container throughput. Container throughput has varied significantly since 2000 and was greater than 10% per annum in most years prior to the global credit crisis. In 2009, global container throughput declined by over 8% compared to the prior year, and after growing sharply in 2010 and 2011, ranged between 1.4% and 5.7% per annum between 2012 and 2017, as the global economy gradually recovered. In 2020, due to the impact of COVID-19, global economic expansion was halted in the first half of the year, but swiftly recovered in the latter half of the year and into 2021. The International Monetary Fund estimated global GDP growth rate to be 3.2% in 2024. Meanwhile, container throughput growth rate is estimated to be 12.7%, higher than the previous year. With the recovery from COVID-19, both charter rates and idle rates improved significantly. The idle fleet at the end of December 2024 was approximately 2.1% of the global fleet, as measured by TEU, compared to approximately 1.8% of the global fleet at the end of December 2023. Charter rates for 4,250 TEU Panamax vessels, for example, were approximately $53,900 per day in December 2024, compared to approximately $17,000 per day in December 2023. The orderbook to global fleet rate was 27.0% at the end of December 2024, compared with 25.7% at the end of December 2023. Approximately 81% (in terms of TEU capacity) of the current containership orderbook is for vessels 38 Table of Contents 10,000 TEU and greater in size. Vessels less than 4,000 TEU represent approximately 3% of the global containership orderbook, with 162 vessels being on- order in the segments between 4,000 TEU and 9,999 TEU. Impact of the Middle East Conflict and Red Sea Attacks As a result of the attacks by Hamas militants against Israel’s population on October 7, 2023, Israel declared war against Hamas, and the armed conflict is ongoing as of the date of this filing. Following the commencement of the escalating Middle East Conflict, Houthi rebels from Yemen launched the Red Sea Attacks, hijacking the vehicle carrier vessel Galaxy Leader and conducting attacks on numerous other commercial vessels travelling to the Red Sea through the Bab-el-Mandeb Strait including vessels operated by us, which did not sustain damage. In response to these Red Sea Attacks, a multinational coalition led by the United States launched Operation Prosperity Guardian, a military operation aimed at ensuring freedom of navigation and safety of maritime traffic in the Red Sea, Bab-el-Mandeb Strait and the Gulf of Aden. While as of the date of this report, the Red Sea Attacks appeared to have ceased, there can be no guarantee that they will not recur in the future. The Red Sea Attacks have caused many vessel operators to divert their vessels away from the Red Sea routes and around Africa’s Cape of Good Hope. Since January 2024, all of the containerships owned and operated by us have been diverted from the Red Sea. Diverting vessels via the Cape of Good Hope lengthens the overall vessel journey by approximately 1,900 nautical miles on Asia-North Europe routes, which has resulted in increased operating costs for our customers, and delay in shipping times. The Middle East Conflict and Red Sea Attacks may exacerbate market volatility, cause inflation in consumer goods, and may impact access to and pricing of capital. For more information regarding the risks relating to economic sanctions as a result of the Middle East Conflict and the Red Sea Attacks, see “Item 3. Key Information—D. Risk Factors.” Impacts of the Russia-Ukraine Conflict The Russia-Ukraine Conflict, which began in February 2022, has created volatility and disruption to the global economy (including the price of commodities, and the capital markets). In our containership business, costs increased due to the war’s impact on supply chains, on the availability of workers, on our ability to conduct crew transfers and on our customers’ businesses. It remains difficult to predict the long-term effect the Russia-Ukraine Conflict may have on our seafarers and other operations. For more information regarding the risks relating to economic sanctions as a result of the Russia- Ukraine Conflict as well as the impact on retaining and sourcing our crew, see “Item 3. Key Information—D. Risk Factors. Inflation. For further discussion on inflation, please read “Liquidity and Capital Resources – Capital Commitments.” Foreign Currency Fluctuations. For further discussion on inflation, please read “Item 11. Quantitative and Qualitative Disclosures About Market Risk” A. Results of Operations Year Ended December 31, 2024 Compared with Year Ended December 31, 2023 The following discussion of our financial condition and results of operations is for the years ended December 31, 2024, 2023 and 2022. Our consolidated financial statements have been prepared in accordance with U.S. GAAP and, except where otherwise specifically indicated, all amounts are expressed in millions of U.S. dollars. Year Ended December 31, 2024 2023 2022 Statement of operations data (in millions of U.S. dollars): Revenue $ 2,300.1 $ 1,702.8 $ 1,543.0 Operating expenses (income): Operating expenses 421.6 347.3 309.3 Depreciation and amortization 508.0 375.1 327.4 General and administrative 72.2 85.3 80.1 Operating leases 56.4 116.7 120.2 (Gain) Loss on sale (2.6) (3.7) 3.9 Operating earnings 1,244.5 782.1 702.1 Other expenses (income): 39 Table of Contents Year Ended December 31, 2024 2023 2022 Interest expense 636.1 368.6 223.2 Interest income (18.9) (11.1) (5.9) Loss on debt extinguishment 3.5 8.9 4.6 Income from equity investment (3.1) (3.9) (0.3) Gain on derivative instruments (44.6) (16.7) (120.6) Other expenses 7.4 19.8 23.7 Net earnings from continuing operations before income tax 664.1 416.5 577.4 Income tax expense 1.4 2.0 2.0 Net earnings from continuing operations $ 662.7 $ 414.5 $ 575.4 Net earnings (loss) from discontinued operations $ 9.6 $ (11.5) $ 46.9 Net earnings $ 672.3 $ 403.0 $ 622.3 Statement of cash flows data (in millions of U.S. dollars): Cash flows provided by (used in): Operating activities from continuing operations $ 1,514.9 $ 939.8 $ 829.7 Operating activities from discontinued operations 34.7 84.0 26.6 Investing activities from continuing operations (3,322.7) (2,948.9) (1,012.6) Investing activities from discontinued operations 413.4 7.6 (10.0) Financing activities from continuing operations 2,339.2 2,116.3 249.9 Financing activities from discontinued operations $ (1.1) $ (101.9) $ (119.4) Net increase (decrease) in cash and cash equivalents and restricted cash $ 978.4 $ 96.9 $ (35.8) Selected balance sheet data (at year end, in millions of U.S. dollars): Cash and cash equivalents $ 1,366.3 $ 385.3 Property, plant and equipment 11,765.9 9,047.4 Other assets 3,944.1 3,744.2 Assets - discontinued operations 81.9 536.1 Total assets $ 17,158.2 $ 13,713.0 Current liabilities excluding discontinued operations $ 1,469.5 $ 966.1 Liabilities - discontinued operations 127.3 134.2 Long-term debt 2,743.7 3,161.4 Operating lease liabilities 43.0 268.4 Other financing arrangements 7,176.0 4,305.3 Derivative instruments — 1.3 Other long-term liabilities 398.2 163.5 Cumulative redeemable preferred shares 296.9 296.9 Shareholders’ equity 4,903.6 4,415.9 Total liabilities and shareholders’ equity $ 17,158.2 $ 13,713.0 All of our interest rate swap agreements are marked to market and the changes in the fair value of these instruments are recorded in “Gain on derivative instruments”. (1) (2) (2) (1) (1) 40 Table of Contents Property, plant and equipment include the net book value of vessels in operation and other equipment. Segmented Financial Summary (in millions of USD) The following tables summarize Atlas’s segmental financial results, for the year ended December 31, 2024 and 2023. Segment Financial Summary Year ended December 31, 2024 Vessel Leasing Elimination and Other Total Revenue $ 2,300.1 $ — $ 2,300.1 Operating expense 421.6 — 421.6 Depreciation and amortization expense 508.0 — 508.0 General and administrative expense 72.3 (0.1) 72.2 Operating lease expense 56.4 — 56.4 Gain on sale (2.6) — (2.6) Interest income (16.6) (2.3) (18.9) Interest expense 632.4 3.7 636.1 Income tax expense 1.4 — 1.4 Segment Financial Summary Year ended December 31, 2023 Vessel Leasing Elimination and Other Total Revenue $ 1,702.8 $ — $ 1,702.8 Operating expense 347.3 — 347.3 Depreciation and amortization expense 375.1 — 375.1 General and administrative expense 85.4 (0.1) 85.3 Operating lease expense 116.7 — 116.7 Gain on sale (3.7) — (3.7) Interest income (9.5) (1.6) (11.1) Interest expense 364.6 4.0 368.6 Income tax expense 2.0 — 2.0 Elimination and Other includes amounts relating to change in contingent consideration asset, elimination of intercompany transactions and unallocated amounts. (2) (1) (1) (1) 41 Table of Contents The following table contains the major components of income (loss) from discontinued operations for years ended December 31, 2024, 2023 and 2022: Discontinued operations 2024 2023 2022 Revenue from discontinued operations $ 83.5 $ 117.9 $ 154.4 Operating expense 17.8 29.6 44.1 Depreciation and amortization expense 22.3 45.7 51.7 General and administrative expense 16.8 38.8 28.0 Indemnity claim under acquisition agreement — — (21.3) Operating leases 3.8 3.6 2.8 (Gain) Loss on sale 0.3 — (0.2) Loss on debt extinguishment — 1.4 4.8 Interest income (4.5) (2.1) (0.6) Interest expense 1.0 7.0 12.2 Other expenses (income) 3.5 (0.9) (14.4) Gain on sale of assets (24.8) — — Net earnings (loss) from discontinued operations before income tax 47.3 (5.2) 47.3 Income tax expense 37.7 6.3 0.4 Net earnings (loss) from discontinued operations $ 9.6 $ (11.5) $ 46.9 Asset Utilization Vessel Leasing Segment Vessel Utilization represents the number of ownership days on-hire as a percentage of total ownership days, including bareboat ownership days. The following table summarizes Seaspan’s Vessel Utilization for year ended December 31, 2024, and its comparative quarters: 2023 2024 Year Ended Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2023 2024 Vessel Utilization 97.6 % 95.3 % 98.2 % 98.3 % 99.7 % 99.7 % 98.6 % 98.9 % 97.4 % 99.2 % Vessel Utilization increased for the year ended December 31, 2024 compared to 2023. The increase was primarily due to a decrease in the number of Scheduled Dry-Docking days. During the year ended December 31, 2024, we completed 11 dry-dockings, compared to 44 dry-dockings in 2023. Discontinued Operations Average megawatt capacity is the average maximum megawatts that can be generated by the power fleet. The primary driver of average megawatt capacity is the increase or decrease in the number of power generating units in the power fleet. Average megawatt on-hire is the amount of capacity that is under contract and available to the customer for use. Power fleet utilization represents average megawatt on-hire as a percentage of average megawatt capacity. The following table summarizes the Power Fleet Utilization, for the year ended December 31, 2024, and its comparative quarters: 2023 2024 Year Ended Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2023 2024 Power Fleet Utilization 62.2 % 58.9 % 39.2 % 29.9 % 32.4 % 36.3 % 13.5 % 13.5 % 47.6 % 24.8 % Power Fleet Utilization decreased for the year ended December 31, 2024, compared with the year ended December 31, 2023. The decrease is primarily due to expiration of contracts in 2022, 2023, and 2024 along with fewer deployments in 2024. 42 Table of Contents Financial Results Summary Revenue Revenue increased by 35.1% to $2,300.1 million for the year ended December 31, 2024 compared to 2023. Revenue from the vessel leasing segment increased 35.1% for the twelve months ended December 31, 2024 largely driven by delivery of 35 newbuild vessels in the current year and a full year impact of 22 newbuild deliveries from 2023, offset by two vessel sales during the year. Operating Expense Operating expense increased by 21.4% to $421.6 million for the year ended December 31, 2024 compared to 2023. The increase in the vessel leasing segment was primarily due to the increase in our fleet due to newbuild deliveries throughout 2024, and a full year impact of the newbuild deliveries in 2023. Depreciation and Amortization Expense Depreciation and amortization expense increased by 35.4% to $508.0 million for the year ended December 31, 2024 compared to 2023. The increase was primarily due to newbuild vessels delivered throughout 2024, a full year impact of vessels delivered in 2023, offset by the impact of two vessel sales in the year. General and Administrative Expense General and administrative expense decreased by 15.4% to $72.2 million for the year ended December 31, 2024 compared to 2023. The decrease was primarily due to a decrease in general corporate expenses including non-cash share-based compensation and expenses related to the Merger transaction in 2023. Operating Lease Expense Operating lease expense decreased by 51.7% to $56.4 million for the year ended December 31, 2024 compared to 2023. The decrease was primarily due to a lease reclassification from operating to financing as a result of pre-existing purchase options being exercised in the year. Interest Expense Interest expense increased by $267.5 million to $636.1 million for the year ended December 31, 2024 compared to 2023 primarily due to higher interest rates and higher balances related to other financing arrangements from vessel deliveries. Gain on Derivative Instruments The change in fair value of financial instruments resulted in a gain of $44.6 million for the year ended December 31, 2024 compared to a gain of $16.7 million for the year ended December 31, 2023. The gains for these periods were primarily due to an increase in the forward curve of the benchmark rates and offset by swap settlements. The fair value of our interest rate swaps are subject to change based on our company specific credit risk included in the discount factor and current swap curve, including its relative steepness. In determining the fair value, these factors are based on current information available to us. These factors are expected to change through the life of the instruments, causing the fair value to fluctuate significantly due to the large notional amounts and long-term nature of our derivative instruments. As these factors may change, the fair value of the instruments is an estimate and may deviate significantly from the actual cash settlements realized during the term of the instruments. Our valuation techniques have not changed, and we believe that such techniques are consistent with those followed by other valuation practitioners. The fair value of our interest rate swaps is most significantly impacted by changes in the yield curve. Based on the current notional amount and tenor of our interest rate swap portfolio, a one percent parallel shift in the overall yield curve is expected to result in a change in the fair value of our interest rate swaps of approximately $44.5 million. Actual changes in the yield curve are not expected to occur equally at all points and changes to the curve may be isolated to periods of time. This steepening or flattening of the yield curve may result in greater or lesser changes to the fair value of our financial instruments in a particular period than would occur had the entire yield curve changed equally at all points. The fair value of our interest rate swaps is also impacted by changes in our company-specific credit risk included in the discount factor. We discount our derivative instruments with reference to the corporate Bloomberg industry yield curves. Based on the current notional amount and tenor of our swap portfolio, a one percent change in the discount factor is expected to result in a nominal change in fair value. 43 Table of Contents Our derivative instruments, including interest rate swap and put instruments were marked to market with all changes in the fair value of these instruments recorded in “Gain on Derivative instruments” in our Consolidated Statement of Operations. Please read “Item 11. Quantitative and Qualitative Disclosures About Market Risk” for further discussion. B. Liquidity and Capital Resources Liquidity The Company’s business model is focused on generating stable long-term cash flows, and using that predictability to reduce overall cost of capital. Maintaining strong liquidity is a core pillar of the Company’s financial strategy, allowing it to take advantage of attractive opportunities to deploy capital quickly as they arise through economic and industry cycles. A strong base of liquidity also allows the Company to mitigate short-term market shocks and maintain consistent distributions to its shareholders. The Company’s primary sources of liquidity are cash and cash equivalents, undrawn credit facilities, committed financings for its newbuild vessels, cash flows from operations, capital recycling, as well as access to public and private capital markets. Consolidated liquidity as of December 31, 2024 and 2023 was comprised of the following: (in millions of U.S. dollars) December 31, Change 2024 2023 $ % Cash and cash equivalents $ 1,366.3 $ 385.3 $ 981.0 254.6 % Undrawn revolving credit facilities 700.0 380.0 320.0 84.2 % Total liquidity $ 2,066.3 $ 765.3 $ 1,301.0 170.0 % Total committed and undrawn newbuild financings $ 1,496.5 $ 3,334.6 $ (1,838.1) (55.1)% Total liquidity including newbuild financings $ 3,562.8 $ 4,099.9 $ (537.1) (13.1)% Undrawn revolving credit facilities as of December 31, 2024 included $700.0 million (2023 - $330.0 million) available from Seaspan. The $1,496.5 million and $3,334.6 million represents amounts that have been secured for the Company’s newbuild financings and amounts are available to be drawn as construction milestones are completed. As at December 31, 2024 and December 31, 2023, $157.4 million and $260.4 million, respectively, are available to be drawn and the remaining amounts under the financing arrangements which have been secured will be available as construction milestones are completed. As of December 31, 2024, consolidated liquidity was sufficient to meet near-term requirements. As of December 31, 2024, the Company had consolidated liquidity of $2,066.3 million, excluding $1,496.5 million of committed but undrawn financings related to our newbuild vessels, which represents an increase from $765.3 million in the prior 2023 period. Unencumbered Assets Growing the Company’s base of unencumbered assets is a fundamental objective in order to achieve an investment grade credit rating, as well as a potential source of liquidity through secured financing or asset sales. Over the long-term, the Company expects its unencumbered asset base to grow as it enhances its presence in the unsecured credit markets, and also naturally as secured borrowings mature or are prepaid. In the short-term, the Company expects that its unencumbered asset base may fluctuate as unencumbered assets may be sold or financed from time to time, as part of normal course management of assets and liquidity. The following table provides a summary of our unencumbered fleet and net book value over time: As at December 31, (in millions of U.S. dollars) 2020 2021 2022 2023 2024 Number of Vessels 31 36 38 39 42 Net Book Value $ 1,109 $ 1,369 $ 1,847 $ 1,923 $ 2,115 Contracted Cash Flows The Company’s focus on long-term contracted cash flows provides predictability and reduces liquidity risk through economic cycles. As of December 31, 2024, the Company had total gross contracted cash flows of $26.1 billion, which includes components that are accounted for differently, including i) minimum future revenues relating to operating leases with customers, ii) minimum cash flows to be received relating to financing leases with certain customers, and iii) contracted cash flows underlying leases for newbuild vessels which have not yet been delivered to customers. The following table provides a summary of gross contracted cash flows. (1) (2) (1) (2) 44 Table of Contents (in millions of U.S. dollars) Operating lease revenue Lease receivable on financing leases Gross contracted cash flows for newbuilds 2025 $ 2,094.5 $ 238.0 $ 32.1 2026 1,965.4 238.0 14.7 2027 1,815.4 238.0 156.4 2028 1,436.6 238.7 433.9 2029 1,277.1 238.0 686.0 Thereafter 5,061.4 3,032.6 6,929.2 $ 13,650.4 $ 4,223.3 $ 8,252.3 Minimum future operating lease revenue includes payments from signed charter agreements on operating vessels that have not yet commenced. Minimum future revenues relating to operating leases with customers assume that, during the term of the lease, i) there will be no unpaid days, ii) extensions included only if exercise is our unilateral option, and iii) no lease extensions. Minimum future revenues do not reflect signed charter agreements for undelivered vessels. The Company’s commitment to growth in recent years was achieved in line with its capital structure objectives, focusing on strengthening its balance sheet and increasing cash flows to become a platform for growth and consolidation in the containership industry. The Company lengthened and diversified the maturity profile of its debt and diversified its sources of capital, including through innovative export credit agency (ECA) backed lease financings, bi-lateral lease financings with Chinese leasing houses and multiple notes issuances in the U.S., as well as long duration secured notes issued to life insurance investors. This supported the Company’s initiative to successfully achieve committed financings for its newbuild vessels program. In conjunction with its newbuild strategy and associated debt financing, the Company has dramatically increased its long-term gross contracted cash flows, primarily through increasing charter lengths for its existing containership fleet and acquiring attractive second-hand containership assets coupled with long-term charter contracts. The Company is focused on continuing to allocate capital selectively into opportunities that enhance the long-term value of the business and provide attractive risk-adjusted returns on capital, including evaluating synergistic and value-additive opportunities within the Maritime business to diversify and strengthen cash flow drivers. The Company intends to focus on continuing successful deliveries of its newbuild vessels, while assessing new growth opportunities in a measured way. In conjunction, the Company intends to maintain and grow its robust liquidity position primarily through capital recycling and enhancements to its existing capital base. This capital strategy will include maintaining diverse sources of capital for financial flexibility while managing leverage in alignment with its long-term targets, and growing the value of its unencumbered asset base. The Company’s primary liquidity needs include funding our investments in assets including our newbuild vessels under construction, scheduled debt and lease payments, vessel purchase commitments, potential future exercises of vessel purchase options, and dividends on our common and preferred shares. Borrowings, Including Reconciliation of Long-term Debt to Total Borrowing and Operating Borrowing The following table summarizes our borrowings: (1) (1) 45 Table of Contents (in millions of U.S. dollars) As of December 31, Change 2024 2023 $ % Long-term debt: Revolving credit facilities $ — $ 320.0 $ (320.0) (100.0)% Term loan credit facilities 1,071.7 1,175.6 (103.9) (8.8)% Senior Unsecured Notes 802.4 828.1 (25.7) (3.1)% Senior Unsecured Exchangeable Notes — — — 0.0 % Senior Secured Notes 1,000.0 1,000.0 — 0.0 % Deferred financing fees on long term debt (26.8) (32.9) 6.1 (18.5)% Long term debt 2,847.3 3,290.8 (443.5) (13.5)% Other financing arrangements 7,751.8 4,656.5 3,095.3 66.5 % Deferred financing fees on other financing arrangements (84.1) (52.7) (31.4) 59.6 % Other financing arrangement 7,667.7 4,603.8 3,063.9 66.6 % Finance leases 409.4 66.5 342.9 515.6 % Total deferred financing fees on long-term debt and other financing arrangement 110.9 85.6 25.3 29.6 % Total borrowings 11,035.3 8,046.7 2,988.6 37.1 % Vessels under construction (605.4) (1,315.0) 709.6 (54.0)% Operating borrowings $ 10,429.9 $ 6,731.7 $ 3,698.2 54.9 % Total borrowings is a non-GAAP financial measure which comprises long-term debt, other financing arrangements and finance leases and excludes deferred financing fees. The Company’s total borrowings include amounts related to vessels under construction, consisting primarily of amounts borrowed to pay installments to shipyards. The interest incurred on borrowings related to the vessels under construction are capitalized during the construction period. Total borrowings and operating borrowings are non-GAAP financial measures that are not defined under or prepared in accordance with U.S. GAAP. Disclosure of total borrowings and operating borrowings is intended to provide additional information and should not be considered a substitute for financial measures prepared in accordance with U.S. GAAP. Management believes these measures are useful in consolidating and clearly presenting Atlas’ financings. Management also believes that these metrics can be useful to facilitate assessment of leverage and debt service obligations of the Company. Management believes operating borrowings is a useful measure to assess interest expense related to vessels that are in operation and generating revenue. The Company’s approach is to target a total borrowings-to-asset ratio of 50-60%, and to mitigate credit risk by diversifying its maturity profile over as long a term as economically feasible, while maintaining or reducing its cost of capital. The Company’s debt-to-asset ratio was 64.3% as of December 31, 2024 compared to 58.7% at December 31, 2023. The consolidated weighted average interest rate for December 31, 2024 was 6.15% compared to 6.85% at December 31, 2023. The weighted average interest rates for the vessel leasing segment, and Atlas Corp. (on an unconsolidated basis) were 6.14%, and 7.13%, respectively, for the year ended December 31, 2024 (December 31, 2023: 6.85%, and 7.13%, respectively). We anticipate that market uncertainty surrounding quantitative tightening and interest rates intended to combat inflation may continue to cause volatility in the equity and credit markets near-term, impacting the pricing of our traded securities and potential new issuances, notwithstanding strong and stable underlying performance and asset values. Credit Facilities The Company’s credit facilities are primarily secured by assets, including first-priority mortgages granted on 50 of its vessels, together with other related security. As of December 31, 2024, the Company had $1.1 billion principal amount outstanding under its term credit facilities. As of December 31, 2024, a total of nil was drawn under our two outstanding revolving credit facilities, of which a total of $700.0 million was available. On a consolidated basis as of December 31, 2024, scheduled principal repayments on our credit facilities were as follows: (1) (1) (1) 46 Table of Contents (in millions of U.S. dollars) Scheduled Amortization Bullet Due on Maturity Total Future Minimum Repayments Additional Vessels Unencumbered Upon Maturity Net Book Value of Vessels Unencumbered 2025 $ 103.9 $ — $ 103.9 — $ — 2026 103.9 — 103.9 — — 2027 103.9 — 103.9 — — 2028 53.7 390.3 444.0 — — 2029 8.8 302.8 311.6 — — 2030 4.4 — 4.4 2 155.3 2031 — — — — — 2032 — — — — — 2033 — — — — — 2034 — — — — — Thereafter — — — 48 2,893.1 Total $ 378.6 $ 693.1 $ 1,071.7 50 $ 3,048.4 Other Financing Arrangements As part of the Company’s strategy to diversify its financing sources, it enters into sale-leaseback financing arrangements with financial leasing companies, which under U.S. GAAP are considered “failed-sales”. This accounting treatment requires that the vessel asset remain on the Company’s balance sheet, along with the associated lease liability. As of December 31, 2024, the Company has 92 vessels financed under these sale-leaseback financing arrangements. As of December 31, 2024, these arrangements provided for borrowings of approximately $7.8 billion. On a consolidated basis as of December 31, 2024, scheduled repayments on our other financing arrangements were as follows: (in millions of U.S. dollars) Scheduled Amortization Bullet Due on Maturity Total Future Minimum Repayments Additional Vessels Unencumbered Upon Maturity Net Book Value of Vessels Unencumbered 2025 $ 493.5 $ — $ 493.5 — $ — 2026 490.8 — 490.8 — — 2027 504.6 — 504.6 — — 2028 513.2 — 513.2 — — 2029 502.8 48.8 551.6 4 225.8 2030 472.3 301.5 773.8 9 750.8 2031 456.1 43.7 499.8 — — 2032 461.4 263.2 724.6 — — 2033 469.9 420.2 890.1 1 80.2 2034 429.7 732.4 1,162.1 24 2,256.4 Thereafter 603.3 544.4 1,147.7 54 5,607.0 Total $ 5,397.6 $ 2,354.2 $ 7,751.8 92 $ 8,920.2 Amounts do not include interest to be accreted and paid at final maturity. Excludes newbuild vessels that had not been delivered at December 31, 2024. Includes unencumbered vessels that are included in the balance sheet as “Vessels” and as “Net Investment in Lease”. Notes As of December 31, 2024, we had an aggregate of $1.8 billion outstanding under notes, $0.8 billion of which was unsecured, with the remaining $1.0 billion secured by containerships. We expect to continue to access the debt capital markets and issue additional series of notes similar to those described below, the proceeds of which may be used to repay other indebtedness, for capital expenditures, or for other general corporate purposes. The Company’s notes outstanding during 2024 are summarized below. (1) (2)(3) (1) (2) (3) 47 Table of Contents 7.125% 2027 Atlas Notes As of December 31, 2024, we had $52.4 million outstanding under the Atlas Notes which were issued in May 2021 pursuant to an exchange of Atlas Notes for Seaspan’s then outstanding, substantially similar 7.125% senior unsecured notes due 2027. The Atlas Notes are callable at par plus accrued and unpaid interest, if any, at any time after May 2023. In the event of certain changes in withholding taxes, at our option, we may redeem the notes, in each case in whole, but not in part, at a redemption price equal to 100.0% of the outstanding principal amount, plus accrued and unpaid interest, if any. Upon the occurrence of a change of control (as defined in the Atlas Notes, which definition did not include the Merger), each holder of such notes will have the right to require us to purchase all or a portion of such holder’s notes at a purchase price equal to 101.0% of the principal amount thereof plus accrued and unpaid interest, if any. Sustainability-Linked NOK Bonds As a result of the Merger and the Delisting, each holder of the 2024 NOK Bonds and the 2026 NOK Bonds had a right to require the Company to purchase all or some of the bonds held by such holder (a “NOK Put Option”) at a price equal to 101% of the principal amount plus accrued interest. Each holder could exercise their NOK Put Option during the exercise period which ended on May 3, 2023. On May 10, 2023, the Company repurchased $179.4 million of 2024 NOK Bonds and $294.9 million of the 2026 NOK Bonds. In each case, the Company purchased from holders who exercised their NOK Put Options, representing 101% of the principal amount plus accrued interest for a total payment of $482.7 million. The remaining 2024 NOK Bonds totaling $20.6 million matured on February 5, 2024. On May 22, 2023, as a result of having repurchased more than 90% of the outstanding 2026 NOK Bonds, the Company exercised its option to repurchase all remaining outstanding 2026 NOK Bonds from holders. The repurchase, requiring a payment of $25.7 million, occurred on February 5, 2024. Blue Transition 5.50% 2029 Notes As of December 31, 2024, we had $750.0 million outstanding under our 5.5% 2029 Notes. The 5.5% 2029 Notes were issued in July 2021, bear interest at 5.5% per annum, payable semi-annually beginning on February 1, 2022, and mature in 2029. The blue transition structure includes designated uses of proceeds for carbon mitigating projects, and were developed to align with the Company’s sustainability efforts. Senior Secured Notes As of December 31, 2024, we had $1.0 billion outstanding under our Senior Secured Notes. In 2021, $500.0 million of the notes were issued pursuant to a U.S. private placement with life insurance companies and comprise four series. The Series A, Series C and Series D Senior Secured Notes, totaling $450.0 million, were issued in May 2021, with interest rates ranging from 3.91% to 4.26% and maturities from June 2031 to June 2036. The Series B Senior Secured Notes, totaling $50.0 million, were issued in August 2021, with an interest rate of 3.91%, and mature in 2031. The Senior Secured Notes contain certain sustainability features, and are subject to adjustment based on Seaspan’s achievements relative to certain key performance indicators. In May 2022, Seaspan entered into a note purchase agreement to issue $500.0 million of Senior Secured Notes in a U.S. private placement and comprise three series, each ranking pari passu with Seaspan’s existing and future portfolio vessel financing program. The Series A, Series B and Series C Senior Secured Notes were issued in August 2022, with interest rates ranging from 5.15% to 5.49% and maturities from September 2032 to September 2037. The Senior Secured Notes contain certain sustainability features, and are subject to adjustment based on Seaspan’s achievements relative to certain key performance indicators. Operating Lease As of December 31, 2024, there was one vessel under an operating lease arrangement and under this arrangement, the Company may purchase the vessel for a predetermined purchase price. As of December 31, 2024, the total commitment for the operating lease arrangement, excluding the purchase option, is approximately $63.5 million from 2025 to 2029. As at December 31, 2024, the purchase option price was $61.6 million for the one vessel, and if exercised, such purchase will be completed in November 2026. If exercised, the term of the operating lease will shorten, and the amount paid by the Company under the operating lease (excluding the purchase option price) will be less than the total commitment outlined below. Finance Leases During the year ended December 31, 2024, the Company exercised its options to purchase seven vessels and each lease has been reassessed as a financing lease for the remainder of the lease term until the purchase option is completed at the respective predetermined purchase price for each vessel. 48 Table of Contents As at December 31, 2024, the total remaining commitments related to financial liabilities of these vessels were approximately $422.4 million including imputed interest of $13.0 million repayable through 2025. Capital Commitments As of December 31, 2024, the Company had 37 newbuild vessels under construction (December 31, 2023 – 40 vessels). Please refer to note 21 in our financial statements for the year ended December 31, 2024, contained herein, for the outstanding commitments related to the remaining installment payments. Certain Terms under our Long-Term Debt, Lease Arrangements, Other Financing Arrangements and Notes We are subject to customary conditions before we may borrow under our credit, lease and other financing arrangements, including, among others, that no event of default is outstanding and that there has been no material adverse change in our ability to make all required payments under the arrangements. Our credit, lease and other financing arrangements and our Notes also contain various covenants limiting our ability to, among other things: • allow liens to be placed on the collateral securing the facility; • enter into mergers with other entities; • conduct material transactions with affiliates; or • change the flag, class or management of the vessels securing the facility. The Company’s credit, lease and other financing arrangements also contain certain financial covenants, including, among others, covenants requiring the relevant entities to maintain minimum tangible net worth, interest coverage ratios, interest and principal coverage ratios, and debt to assets ratios, as defined. Seaspan’s 5.5% 2029 Notes contain incurrence-based covenants which may subject us to additional specified limitations, including limitations on dividend payments in excess of a specified amount, subject to a specified calculation which may increase or decrease over time. To the extent the Company is unable to satisfy the requirements under its credit facilities and lease and other financing arrangements, the Company may be unable to borrow additional funds under the facilities, and if it is not in compliance with specified financial ratios or other requirements under our credit, lease and other financing arrangements or our Notes, we may be in breach of the facilities and lease and other financing arrangements or our Notes, which could require us to repay outstanding amounts. We may also be required to prepay amounts under our credit facilities, operating leases, other financing arrangements, or our Notes if we experience a change of control, and may also result in financial penalties. We were in compliance with these covenants as at December 31, 2024. Cash Flows The following table summarizes our sources and uses of cash for the periods presented: Year Ended December 31, (in millions of U.S. dollars) 2024 2023 Net cash flows from operating activities from continuing operations $ 1,514.9 $ 939.8 Net cash flows from operating activities from discontinued operations 34.7 84.0 Net cash flows used in investing activities from continuing operations (3,322.7) (2,948.9) Net cash flows used in investing activities from discontinued operations 413.4 7.6 Net cash flows from financing activities from continuing operations 2,339.2 2,116.3 Net cash flows from financing activities from discontinued operations (1.1) (101.9) Operating Cash Flows Net cash flows from operating activities were $1,514.9 million for the year ended December 31, 2024, an increase of $575.1 million compared to 2023. The increase in net cash flows from operating activities for the year ended December 31, 2024, compared to the prior year, was primarily due to net cash flows from the full year impact of 22 vessels delivered in 2023 and the delivery of 35 newbuild vessels in the year, offset by the impact of two vessel sales. For further discussion of changes in revenue and expenses, please read “Financial Results Summary.” Investing Cash Flows Net cash flows used in investing activities were $3,322.7 million for the year ended December 31, 2024, an increase of $373.8 million compared to 2023. The increase in cash used was primarily due to the increase in expenditures related to 49 Table of Contents installments on vessels under construction and an decrease in proceeds from vessel sales in the year ended December 31, 2024, compared to the same period in 2023. Financing Cash Flows Net cash flows from financing activities were $2,339.2 million for the year ended December 31, 2024, compared to net cash flows from financing activities of $2,116.3 million in 2023. This represents a net increase of $222.9 million in cash flows from financing activities for the year ended December 31, 2024, compared to 2023. The increase was primarily due to proceeds received from long-term debt and other financing arrangements related to newbuild financing as well as the redemption of the Series I preferred shares, offset by repayments. Ongoing Capital Expenditures and Dividends The average age of the vessels in our operating fleet is approximately seven years, on a TEU-weighted basis. Capital expenditures for our containership fleet primarily relate to our regularly scheduled dry-dockings. During the year ended December 31, 2024, we completed 11 dry-dockings, compared to 44 dry-dockings in 2023. We must make substantial capital expenditures over the long-term to preserve our capital base, which is comprised of our net assets, to continue to refinance our indebtedness and to maintain our dividends. We will likely need to retain additional funds at some time in the future to provide reasonable assurance of maintaining our capital base over the long-term. We believe it is not possible to determine now, with any reasonable degree of certainty, how much of our operating cash flow we should retain in our business and when it should be retained to preserve our capital base. The amount of operating cash flow we retain in our business will affect the amount of our dividends. Factors that will impact our decisions regarding the amount of funds to be retained in our business to preserve our capital base, include the following, many of which are currently unknown and are outside our control: (1) the remaining lives of our property plant and equipment; (2) the returns that we generate on our retained cash flow, which will depend on the economic terms of any future asset acquisitions and lease terms; (3) future contract rates for our assets after the end of their existing leases agreements; (4) future operating and financing costs; (5) our future refinancing requirements and alternatives and conditions in the relevant financing and capital markets at that time; (6) capital expenditures to comply with environmental regulations and asset retirement obligations; and (7) unanticipated future events and other contingencies. Our board of directors periodically considers these factors in determining our need to retain funds rather than pay them out as dividends. Unless we are successful in making acquisitions with outside sources of financing that add a material amount to our cash available for retention in our business, or unless our board of directors concludes that we will likely be able to re-deploy our fleet upon expiration of existing leases at rates higher than the rates in our current leases, our board of directors may determine at some future date to reduce, or possibly eliminate, our dividend for reasonable assurance that we are retaining the funds necessary to preserve our capital base. The following dividends were paid or accrued for the periods indicated: Year Ended December 31, (in millions of USD, except per share amounts) 2024 2023 Dividends on common shares Paid in cash $ 152.3 $ 148.0 Reinvested in common shares through our dividend reinvestment plan — 0.1 $ 152.3 $ 148.1 Dividends on preferred shares Paid in cash $ 48.9 $ 60.9 For more information on our dividend policy, please read “Item 8. Financial Information—A. Financial Statements and Other Financial Information —Dividend Policy.” 50 Table of Contents For 2024, dividends on our Series D, H, and J preferred shares accrued at rates per annum of 7.95%, 7.875% and 7.0%, respectively. C. Research and Development, Patents and Licenses Not applicable. D. Trend information See Item 5 “Operating and Financial Review and Prospects” for information on the following trend information: a. “Recent Developments in 2024 and 2025” for detail on recent material events; b. “Market Conditions” for information on the containership leasing; c. “Impact of the Middle East Conflict and Red Sea Attacks” for information on how these conflicts may impact our business; d. “Impact of the Russia-Ukraine Conflict” for information on how this conflict may impact our business. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources” for detail on our commitments with respect to contracted lease payment receipts as well as credit and other material obligations. E. Critical Accounting Estimates We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make estimates in the application of our accounting policies based on our best assumptions, judgments and opinions. Our estimates affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. We base our estimates on historical experience and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. Accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our financial statements because they inherently involve significant judgments and uncertainties. Senior management has discussed with our audit committee the development, selection and disclosure of accounting estimates used in the preparation of our consolidated financial statements. Amortization of Vessel Dry-Docking Activities We defer costs incurred for dry-docking activities until the next scheduled dry-docking. Dry-docking of our vessels is generally performed every five years and includes major overhaul activities that are comprehensive and all encompassing. We have adopted the deferral method of accounting for dry-dock activities whereby costs incurred are deferred and amortized on a straight-line basis over the period until the next scheduled dry-dock activity. The major components of routine dry-docking costs include: (i) yard costs, which may include riggers, pilot/tugs, yard fees, hull painting service, deck repairs (such as steel work, anchors, chains, valves, tanks, and hatches) and engine components (such as shafts, thrusters, propeller, rudder, main engine and auxiliary machinery); (ii) non-yard costs which include the paint, technician service costs and parts ordered specifically for dry-dock; and (iii) other costs associated with communications, pilots, tugs, survey fees, port fees, fuel costs for mobilizing the vessel to and from the dry-dock and classification fees. Repairs and maintenance normally performed on an operational vessel either at port or at sea are limited to repairs to specific damages caused by a particular incident or normal wear and tear, or minor maintenance to minimize the wear and tear to the vessel. Above the water line repairs, minor deck maintenance and equipment repairs may be performed to the extent the operations and safety of the crew and vessel are not compromised. All repairs and maintenance costs are expensed as incurred. Useful lives property, plant and equipment Vessels The carrying value of each of our vessels represents its original cost at the time of delivery or purchase, including acquisition costs directly attributable to the vessel and expenditures made to prepare the vessel for its initial voyage, less accumulated depreciation. We depreciate our vessels using the straight-line method over their estimated useful lives, net of the expected salvage value. Second-hand vessels are depreciated from their date of acquisition over their remaining estimated useful life. We review the estimate of our vessels’ useful lives on an ongoing basis to ensure they reflect current technology, service potential, and vessel structure. We estimate that the useful life of the vessels will be 30 years from the date of initial completion. Should certain factors or circumstances cause us to revise our estimate of vessel service lives in 51 Table of Contents the future, depreciation expense could be materially lower or higher. Such factors include, but are not limited to, the extent of cash flows generated from future charter arrangements, changes in international shipping requirements, and other factors, many of which are outside of our control. Impairment of Long-lived Assets We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable, which occurs when the assets’ carrying value is greater than the undiscounted future cash flows the asset is expected to generate over its remaining useful life. Examples of such events or changes in circumstances related to our long-lived assets include, among others: a significant adverse change in the extent or manner in which the asset is being used or in its physical condition; a significant adverse change in legal factors or in the business climate that could affect the asset’s value, including an adverse action or assessment by a foreign government that impacts the use of the asset; or a current- period operating or cash flow loss combined with a history of operating or cash flow losses, or a projection or forecast that demonstrates continuing losses associated with the asset’s use. If there has been a general decline in the market value of assets, we analyze our assets for impairment to the extent that the decline in market value is expected to impact the future cash flows of the asset. In cases where our assets being analyzed are under long-term contracts, a decline in the current market value of the asset may not impact the recoverability of its carrying value. The determination of whether impairment indicators exist requires significant judgment in evaluating underlying significant assumptions including charter rates, utilization rates, operating costs and current vessel market values. If an indicator is identified, and the estimated undiscounted future cash flows of an asset, excluding interest charges, expected to be generated by the use of the asset over its useful life exceeds the asset’s carrying value, no impairment is recognized even though the fair value of the asset may be lower than its carrying value. If the estimated undiscounted future cash flows are less than its carrying amount, an impairment charge is recorded for the amount by which the net book value of the asset exceeds its fair value. Vessels When an indicator of impairment is identified for our vessels, our estimates of future cash flows involve assumptions about future charter rates, vessel utilization, operating and dry-docking expenditures, vessel residual values, inflation and the remaining estimated useful lives of our vessels. If undiscounted future cash flows are less than its carrying value, fair value is calculated as the net present value of estimated future cash flows, which in certain circumstances may approximate the estimated market value of the vessel. Revenue assumptions are based on contracted time charter rates up to the end of the life of the current contract of each vessel, as well as an estimated time charter rate, adjusted for future inflation, for the remaining life of the vessel after the completion of its current contract. The estimated time charter rates for non-contracted revenue days are based on 10-year average time charter rates incorporating historical time charter rate data from an independent third-party maritime research service provider, as well as recent market charter rates relevant to future periods. We consider 10-year historical average rates to be a reasonable estimation of expected future charter rates over the remaining useful life of our vessels since such historical average generally represents a full shipping cycle that captures the highs and lows of the market. Our estimates of vessel utilization, including estimated off-hire time for dry-docking, off-hire time between time charters and equipment or machinery breakdown, are based on historical experience. Our estimates of operating, dry-docking expenses and capital expenditures are based on historical and budgeted operating and dry-docking costs and our expectations of future inflation and operating requirements. Expenses, including dry-dock expenses, are impacted by the economic conditions of our industry, including, among other things, crewing costs, insurance and bunker costs and availability of shipyards for dry-docking. Vessel residual values are a product of a vessel’s lightweight tonnage and an estimated scrap rate which takes into consideration historical average scrap prices based on information from third-party maritime research services. Although we believe that the assumptions used to determine the scrap rate are reasonable and appropriate, such assumptions are highly subjective because of the cyclical nature of future demand for scrap steel. The remaining lives of our vessels used in our estimates of future cash flows are consistent with those used in our calculations of depreciation. In our experience, certain assumptions relating to our estimates of future cash flows are more predictable by their nature, including estimated revenue under existing contract terms and remaining vessel life. Certain assumptions relating to our estimates of future cash flows require more judgment and are inherently less predictable, such as future charter rates beyond the firm period of existing contracts, ongoing operating costs and vessel residual values. We assess these assumptions on a continuous basis and believe those used to estimate future cash flows of our vessels are reasonable at the 52 Table of Contents time they are made. We can make no assurances however, as to whether our estimates of future cash flows, particularly future vessel charter rates or vessel values, will be accurate. For the year ended December 31, 2024 and December 31, 2023, based on our analysis, we have not identified any events or changes in circumstances indicating that the carrying amount of the assets may not be recoverable and accordingly, no impairment was recorded. Under current market conditions for our vessel leasing segment, we intend to continue to hold and operate our core vessels and we may choose to sell vessels from time to time based on market conditions and available opportunities. Time charter rates reached record highs in 2022 and although they have since decreased, charter rates remain above historical levels. Future time charter rates impact our average estimated daily time charter rate used in future impairment analyses and if this average rate declines, this may result in estimated undiscounted future operating net cash flows being less than the carrying value of certain of our Panamax-size vessels or below and may require us to recognize non-cash impairment charges in the future equal to the excess of the impacted vessels’ carrying value over their fair value. The determination of the fair value of vessels will depend on various market factors and our reasonable assumptions at that time, including time charter rates, operating expenses, capital expenditures, inflation, fleet utilization, residual value, remaining useful life and discount rates. The amount, if any, and timing of any impairment charges we may recognize in the future will depend upon then current assumptions, which may differ materially from period to period. The following table presents information with respect to the carrying amount of the vessels owned by us and indicates whether their estimated charter-free market values are below their carrying values as of December 31, 2024. The charter-free valuations assume that our vessels are in good and seaworthy condition without need for repair, and, if inspected, they would be certified in class without notations of any kind. Because vessel values can be highly volatile, these charter-free valuations may not be indicative of either the current or future prices that we could achieve if we were to sell any of the vessels. We would not record an impairment charge for any vessels for which the charter-free market value is below its carrying value unless we determine that the vessel’s carrying amount is not recoverable. For those vessels that have carrying values in excess of their charter-free market values as of December 31, 2024, we have not identified any events or changes in circumstances indicating that the carrying amount may not be recoverable. Accordingly, we have not recorded an impairment charge related to those vessels as of December 31, 2024. Vessel Class (TEU) Vessel carrying value at December 31, (table in millions of U.S. dollars) 2024 2023 2,500-3,500 $ 211.4 $ 203.8 4,250-5,100 646.2 693.9 7,000 2,372.7 498.9 8,100 - 9,600 1,110.3 1,165.1 10,000-11,000 1,560.0 1,616.9 11,800-13,100 1,953.6 2,028.0 14,000 - 15,500 4,003.1 2,857.2 Total $ 11,857.3 $ 9,063.8 As at December 31, 2024, 27 vessels have a lower charter-free market than its carrying value. The aggregate carrying value of these 27 vessels is $2.0 billion and the estimated charter-free market value is $1.6 billion. Although the charter-free market values are lower than the carrying values of the vessels, we expect the difference would be less using charter-attached values since the majority of those vessels are on long-term time charters. Includes two vessels classified as asset held for sale. Goodwill We allocate the cost of acquired companies to the identifiable tangible and intangible assets and liabilities acquired, with the remaining amount being classified as goodwill. Our future operating performance may be affected by the potential impairment charges related to goodwill. Accordingly, the allocation of the purchase price to goodwill may significantly affect our future operating results. Goodwill is not amortized, but reviewed for impairment annually, in the fourth quarter or more frequently if impairment indicators arise. The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. The allocation of the purchase price of acquired companies requires management to make significant estimates and assumptions, including estimates of future cash flows expected to be generated by the acquired assets and the appropriate discount rate to value these cash flows. In addition, the process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. The fair value of our reporting unit is estimated based on discounted expected future cash flows using a weighted-average cost of capital rate. The estimates and (1) (2) (1) (2) 53 Table of Contents assumptions regarding expected cash flows and the appropriate discount rates require considerable judgment and are based upon existing contracts, historical experience, financial forecasts and industry trends and conditions. Our goodwill of $75.3 million from our January 2012 acquisition of Seaspan Management Services Limited, allocated to the vessel leasing segment was tested for impairment on November 30, 2024. We have the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit, is less than its carrying amount, including goodwill. Alternatively, we may bypass this step and use a fair value approach to identify potential goodwill impairment and, when necessary, measure the amount of impairment. On November 30, 2024, we performed a qualitative assessment to identify potential impairment. We evaluated factors that would impact the discounted cash flow, including the time charter rates, vessel utilization rates, ship operating expenses, operating life of our vessels, the inflation rate and our cost of capital and concluded that our goodwill was not impaired. The amount, if any, and timing of any goodwill impairment charges that we may recognize in the future will depend upon then current assumptions, which may differ materially from those used on November 30, 2024. Derivative Instruments Our hedging policies permit the use of various derivative financial instruments to manage interest rate risk. Interest rate swap have been entered into to reduce our exposure to market risks from changing interest rates. We recognize the interest rate swap agreements on the balance sheet at their fair values. The fair values of the interest rate swap agreements have been calculated by discounting the future cash flows of both the fixed rate and variable rate interest rate payments. The interest rate payments and discount rates were derived from a yield curve created by nationally recognized financial institutions adjusted for the associated credit risk related to the credit risk of the counterparties or our non-performance risk. The inputs used to determine the fair values of these agreements are readily observable. Accordingly, we have classified the fair value of the interest rate swap Level 2 in the fair value hierarchy as defined by U.S. GAAP. Changes in the fair value of our interest rate swaps are recorded in earnings. 54 Table of Contents Item 6. Directors and Senior Management A. Directors and Senior Management Our directors and executive officers as of February 28, 2025, and their ages as of December 31, 2024, are listed below. Name Age Position David Sokol 68 Director and Chairman of the Board of Directors Bing Chen 58 Director, President, Chief Executive Officer, Interim Chief Financial Officer Lawrence Simkins 63 Director Torsten Holst Pedersen 54 Chief Operating Officer Kun Li 40 Chief Commercial Officer Stefan Hockley 53 Chief Human Resources Officer Peter Jackson 58 Chief Technology Officer Krista Yeung 44 Vice President, Accounting Peter Li 41 General Counsel David Sokol. David Sokol was appointed as a director and chairman of the Company in November 2019 and serves as a director and chairman of Poseidon Corp. Mr. Sokol also served as a director and chairman of Seaspan from 2017 to 2020. Mr. Sokol is a member of the audit committee. Mr. Sokol has founded three companies in his career to date, taken three companies public and as Chairman and CEO of MidAmerican Energy Holdings Company, he sold the company to Berkshire Hathaway, Inc. in 2000. Mr. Sokol continued with Berkshire Hathaway, Inc., until he retired in March 2011, when he left in order to manage his family business investments, Teton Capital, LLC, as Chairman and CEO. Teton Capital, LLC is headquartered in Fort Lauderdale, Florida and is a family holding company which oversees investments in the banking, manufacturing, consumer products, energy, real estate and technology businesses. Mr. Sokol is a member of the board of directors of the Horatio Alger Association of Distinguished Americans. Over Mr. Sokol’s 40 year career, he has chaired five corporate boards and over a dozen charitable or community boards. David Sokol’s business philosophy, based upon vision, strategy and six operating principles, is described in a book he authored in 2008, Pleased But Not Satisfied. It is a simple business model with a definite focus on developing future leaders. Bing Chen. Bing Chen was appointed as a director and President and Chief Executive Officer of the Company in November 2019, and as a director and President and Chief Executive Officer of Seaspan in January 2018. Mr. Chen also serves as a director and Chief Executive Officer of Poseidon Corp. Through a career spanning over 25 years, Mr. Chen’s experiences comprise executive roles in Asia, Europe and North America. Before joining the Company and Seaspan, he served as Chief Executive Officer of BNP Paribas (China) Ltd., leading the bank’s growth strategy in China. As Director and General Manager for Trafigura Investment (China), Mr. Chen was responsible for the P&L of domestic and international commodities trading in the country. He led the buildup of the greater China investment banking practice at Houlihan Lokey, Inc. as Managing Director and Head of Asia financial advisory. Mr. Chen served as Chief Executive Officer and Chief Financial Officer at industrial leasing and aircraft chartering businesses across Europe. In North America, he worked as Director, Business Strategy at Deutsche Bank in New York. Mr. Chen is a Certified Public Accountant (inactive) and received a B.S. (Magna Cum Laude and Honors) in Accountancy from Bernard Baruch College and MBA (Honors) from Columbia Business School. Lawrence Simkins. Lawrence Simkins was appointed as a director of Atlas Corp. in November 2019 and is chair of the audit committee. Mr. Simkins also serves as a director of Poseidon Corp. and served as a director of Seaspan from April 2017 to March 2020. In May 2024, Mr. Simkins was elected to the Board of Lowe’s Companies, Inc. (NYSE:LOW). He serves on the Sustainability and Nominating and Governance Committees at Lowe’s. From 2001 to his retirement in September 2022, Mr. Simkins was President and CEO of The Washington Companies, an affiliate of Seaspan’s second largest shareholder, providing enterprise-wide leadership and strategic direction by also serving on the board of directors of each individual company. The Washington Companies consist of privately owned companies and select public company investments in the sectors of rail and marine transportation, shipyards, mining, environmental construction, heavy equipment sales and aviation products. Mr. Simkins is a former director of the Federal Reserve Bank of Minneapolis, completing his second term in December of 2016. Mr. Simkins currently serves on the Board of Trustees of Gonzaga University and the National Executive Board of the Boy Scouts of America. He is a certified public accountant (inactive), and received a B.S., Business Administration (Accounting) from the University of Montana. 55 Table of Contents Torsten Holst Pedersen. Torsten Holst Pedersen was appointed Chief Operating Officer of Seaspan in June 2020. Mr. Pedersen was Seaspan’s Executive Vice President, Ship Management since November 2018 to June 2020. Mr. Pedersen has over 20 years of experience in shipping, logistics and infrastructure, during which he held senior leadership roles and board positions across Europe, Asia, Middle East and Africa. He started his career with the Maersk Group in 1996 and worked in several of the group’s business entities, holding C-level positions in Finance and HR. In 2016, Mr. Pedersen joined Inchcape Shipping Service as Regional CEO for Middle East, Africa and South Asia. He then worked as Head of Operations for V Group, leading the transformation of the global operations organization of more than 45,000 employees. Prior to joining Seaspan, Mr. Pedersen worked as a strategy consultant, assisting companies with strategy execution and M&A due diligence in the Middle East and South Asia. He holds a Master of Economics from Aalborg University, Denmark, and a Master of International Economics (with Distinction) from University of Essex, U.K. These have been complemented by executive programs at Wharton and London Business School. Kun Li. Kun Li joined Seaspan in 2018. Before assuming the role of Chief Commercial Officer in June 2023, Kun Li held various positions at Seaspan, including Director, Vice President, and Senior Vice President of Corporate Development – APAC Operations. From 2014 to 2018, he held management positions at a subsidiary of a significant commodity state-owned enterprise in China, where he was responsible for domestic and international commodity trading and asset management. From 2006 to 2014, he worked at Shanghai Waigaoqiao Free Trade Zone United Development Co., Ltd. and Shanghai Free Trade Zone United Development Co., Ltd., focusing on land development, commercial negotiation, and government investment projects. Kun Li graduated from Shanghai International Studies University in 2006. Stefan Hockley. Stefan Hockley is Chief Human Resources Officer of Seaspan Corporation. Mr. Hockley has over 20 years of leadership experience in senior international People & Culture roles with employee bases in North America, Europe and Asia Pacific. Prior to joining Seaspan, Mr. Hockley was Vice President, Global Human Resources for 6 years at Sierra Wireless Inc,. a global leader in IoT products and services with 1,500 global employees in 12 locations where he was responsible for both Human Resources and Facilities. Previously, Mr. Hockley spent 11 years at Ballard Power Systems, a global provider of hydrogen fuel cell products and systems, in progressive Human Resources roles. Mr. Hockley has a bachelor’s degree in economics from Lancaster University in UK and holds the Certified Human Resources Professional designation. Krista Yeung. Krista Yeung was appointed as the Company’s Vice President, Accounting in October 2020 and prior to that was Vice President, Finance from March 2020. Ms. Yeung is a seasoned executive with over 20 years of experience. Since 2006, she has served in various roles with Seaspan, including Corporate Controller. She graduated with a Bachelor of Commerce from the University of British Columbia. Ms. Yeung is a Chartered Professional Accountant (CPA, CA) and prior to joining Seaspan she articled at KPMG LLP. Peter Jackson. Peter Jackson was appointed as the Company’s Chief Technology Officer in 2025, and prior to that was Senior Vice President, Assets & Technology from February 2022. Mr. Jackson is a seasoned technical executive with over 30 years of experience. Since 2001, he has served in various roles within Seaspan, including Chief Engineer, Newbuild Project Manager, Director, Projects & Technology and Vice President, Projects, Technology and Technical Services. Prior Seaspan Mr. Jackson spend 11 years with Safmarine progressing from Engineer Cadet to Chief Engineer and 2 years with Lloyds Register as a Marine Surveyor. He is a certified Marine Chief Engineer (SAMSA), graduated with a Bachelor of Technology in Mechanical Engineering from Peninsular University in Cape Town, and MBA from Middlesex University in London. Mr. Jackson is registered with the Engineering Council UK as an Incorporated Engineer (IEng) and Incorporated Marine Engineer (IMarEng). He is a Fellow of the Institute of Marine Engineering, Science and Technology UK. Peter Li. Peter Li is General Counsel and Corporate Secretary of the Company and also serves as General Counsel and Corporate Secretary of Seaspan. Mr. Li’s prior positions since joining Seaspan in September 2019 include Head of Legal, Associate General Counsel and Corporate Counsel. Prior to joining the Company, Mr. Li practiced in the areas of corporate commercial law, mergers & acquisitions, and financings in the Vancouver and Hong Kong offices of DLA Piper, an international law firm. Mr. Li was called to the bar in Alberta, Canada in 2010 and is licensed to practice law in British Columbia, Canada. Mr. Li holds a Juris Doctor from the University of Alberta and a Bachelor of Science from the University of British Columbia. B. Compensation Compensation of Directors and Officers In 2024, none of the members of the Board received compensation from the Company. Officers who also serve as directors do not receive compensation for their service as directors. Each director is reimbursed for reasonable out-of- pocket expenses incurred while attending any meeting of our board of directors or any committee. 56 Table of Contents For services during the year ended December 31, 2024, Atlas directors and management (12 persons) received aggregate cash compensation of approximately $9.0 million. We do not have a retirement plan for members of our management team or our directors. Employment Agreements with Senior Management Mr. Bing Chen serves as President & Chief Executive Officer of Atlas Corp. and each of its portfolio companies pursuant to an executive employment agreement between Mr. Chen and Seaspan Corporation, initially entered into in October 2017 and most recently amended and restated in June 2020, with an effective date of January 1, 2021. Executive officers of the Company other than Mr. Chen, including Mr. Torsten Pedersen, Peter Li, Kun Li, Stefan Hockley, Peter Jackson and Ms. Krista Yeung, have employment arrangements with Seaspan Ship Management Ltd., a wholly owned subsidiary of the Company. Equity Incentive Plan Following the closing of the Merger, no additional equity compensation has been granted, and the Company no longer maintains any equity incentive plan. C. Board Practices General As of February 28, 2025, the board of directors consisted of three members. Each member of our board is elected to hold office until the next succeeding annual meeting of shareholders and until such director’s successor is elected and has been qualified. The chairman of our board of directors is David Sokol. Our board of directors has determined that each of the current members of our board of directors, other than Bing Chen, has no material relationship with us, either directly or as a partner, shareholder or officer of an organization that has a material relationship with us, and is therefore independent from management. The board of directors considered the independence of Mr. Simkins, in light of his relationship with Dennis Washington, who controls entities that together represent a significant shareholder of Poseidon, and determined that Mr. Simkins is an independent director in accordance with our independent director standards. Committees The board of directors currently has one committee, the audit committee. The audit committee operates under a written charter adopted by the board, which is available under “Corporate Governance” in the Investor Relations section of our website at www.atlascorporation.com. Under the listing standards of the NYSE and the Nasdaq listing rule, as the Company has only preferred shares and debt securities listed for trading, the Company is not subject to other corporate governance requirements, including the requirement to have a compensation committee or a nominating/corporate governance committee comprised of directors who are independent under the listing standards of the NYSE and the Nasdaq listing rules. During the year ended December 31, 2024, the board of directors held three meetings, the audit committee held four meetings. The audit committee of the board is composed entirely of directors who currently satisfy applicable NYSE and SEC audit committee independence standards. From March 28, 2023 onwards, the audit committee has been comprised of Lawrence Simkins (Chair) and David Sokol, who are considered independent directors under the requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All current members of the committee are financially literate, and our board of directors has determined that Mr. Simkins qualifies as an audit committee financial expert. The audit committee assists our board of directors in fulfilling its responsibilities for general oversight of: (1) the integrity of our consolidated financial statements; (2) our compliance with legal and regulatory requirements; (3) the independent auditors’ qualifications and independence; (4) the performance of our internal audit function and independent auditors; and (5) potential conflicts and related party transactions. Following the Merger, the Company no longer has any other committees. Exemptions from NYSE and Nasdaq Stock Market Corporate Governance Rules As a foreign private issuer with no common shares listed on the NYSE and only notes listed on the Nasdaq Stock Market, we are exempt from most corporate governance rules that apply to U.S. domestic companies under NYSE listing standards and the Nasdaq listing rules. 57 Table of Contents Unlike domestic companies listed on the NYSE and Nasdaq, foreign private issuers are not required to have a majority of independent directors and the standard for independence applicable to foreign private issuers may differ from the standard that is applicable to domestic issuers. Our board of directors has determined that all of our directors, other than Bing Chen, satisfy the NYSE’s and Nasdaq’s independence standards for domestic companies. D. Employees As of December 31, 2024, we employed approximately 7,100 employees (2023 – 6,400, 2022 – 6,200) on a consolidated basis. Seaspan had approximately 6,700 seagoing staff (2023 – 6,000, 2022 – 5,600) serve on the vessels that we manage and approximately 350 staff (2023 – 300, 2022 – 300) serve on shore in technical, commercial and administrative roles in Canada, Hong Kong and India. APR Energy had approximately 60 (2023 - 85) employees serving at the various plant sites serving in technical, commercial and administrative roles in various locations in the US. In accordance with Maritime Labour Convention and Hong Kong employment regulations, all Seaspan seagoing staff are covered under a Collective Bargaining Agreement with the Hong Kong Seafarers Co-ordination Committee which is a consolidation of three Hong Kong seagoing staff unions, Merchant Navy Officers Guild (MNOG), Hong Kong Seamans Union (HKSU) and Amalgamated Union of Seafarers (AUS). These unions are duly recognized members of the International Tradeworkers Federation (ITF). E. Share ownership As a result of the Merger, 100% of our common shares are owned by Poseidon Corp. F. Disclosure of a registrant’s action to recover erroneously awarded compensation None. Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders As a result of the Merger, 100% of our common shares are owned by Poseidon Corp. B. Related Party Transactions From time to time, we have entered into agreements and have consummated transactions with certain related parties. These related party agreements and transactions have included Seaspan’s private placements with affiliates of Fairfax Financial Holdings Limited (the transactions by which they became a related party), our acquisition of APR Energy, the Merger and other matters. We may enter into related party transactions from time to time in the future. Our board has an audit committee, comprised entirely of independent directors, which must review, and if applicable, approve all proposed material related party transactions. Fairfax Warrant Exercise and Dividend Payments In January 2023, Fairfax exercised warrants to purchase 6.0 million common shares of Atlas for gross aggregate proceeds of $78.7 million. Following this exercise, Fairfax has no outstanding warrants. During the year ended December 31, 2024, Company $21.0 million of dividends on the Series J Preferred Shares held by Fairfax. Purchase and sale of vessels to ONE or related parties of ONE In 2023, we completed the purchase of two 8,100 TEU vessels from one of the joint owners of ONE, a shareholder of Poseidon. We also sold one 4,250 TEU vessel to ONE and we continue to manage the ship operations of the vessel. Newbuild transaction with ONE In August 2024, the Company entered into shipbuilding contracts for the construction of six 13,000 TEU newbuild containership vessels. Five of these contracts were immediately novated to ONE in September 2024. Formation of ONESEA Solutions Pte. Ltd. In September 2024, the Company entered into an agreement with ONE to form ONESEA. ONESEA provides ship management services for vessels owned by ONE and vessels chartered by ONE from vessel owners (including vessels owned by the Company). After receipt of regulatory approval, the Company completed its investment in ONESEA in November 2024. Upon completion of the investment, the Company and ONE each owned 50% of the common shares of ONESEA. 58 Table of Contents Pursuant to a ship management agreement, the Company previously managed the ship operations of two vessels for ONE. In September 2024, the management of the ship operations of these vessels was transferred to ONESEA. As of December 31, 2024, ONESEA managed two of the Company’s vessels. In September 2024, the Company entered into a crewman agreement with ONE to provide crew management services for certain vessels managed by ONESEA. Charter Extension with ONE On January 30, 2025, the Company and ONE agreed to extend the charter period on 27 container vessels currently chartered to ONE. Transactions with ZEJV Pursuant to ship management agreements, the Company manages the ship operations of the vessels owned by its joint venture with ZE JV. During the year ended December 31, 2024, the Company entered into agreements with the ZE JV to purchase equipment for vessel upgrades. Poseidon Acquisition of Atlas For additional information, please read “Item 4. Information on the Company—B. Business Overview—Poseidon Acquisition of Atlas”. During the years ended December 31, 2024 and 2023, Atlas declared dividends of $152.4 million and $124.7 million to Poseidon, respectively. Item 8. Financial Information A. Financial Statements and Other Financial Information Please see Item 18 below. Legal Proceedings We have not been involved in any legal proceedings that may have, or have had a significant effect on our business, financial position, results of operations or liquidity, and we are not aware of any proceedings that are pending or threatened that may have a material effect on our business, financial position, results of operations or liquidity. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, including commercial disputes and personal injury and property casualty claims. With respect to personal injury and property casualty claims, we expect that these claims would be covered by insurance, subject to customary deductibles. Any legal proceedings, even if lacking merit, could result in the expenditure of significant financial and managerial resources. Dividend Policy As a privately-held company, we do not have a public dividend policy. Atlas Corp. expects to continue to pay dividends to our sole shareholder at such times and in such amounts as approved by our board. Any payment of dividends on our common shares is dependent on our ability to pay the required dividends under our preferred shares. Our board could modify or revoke our dividend policy at any time. Even if our dividend policy is not modified or revoked, the actual amount of dividends distributed under the policy, and the decision to make any distribution, will remain at all times entirely at the discretion of our board. Please read “Item 3. Key Information—D. Risk Factors” for a more detailed description of various factors that could reduce or eliminate our ability to pay dividends on our preferred shares. B. Significant Changes None. Item 9. The Offer and Listing Not applicable. Item 10. Additional Information A. Share Capital Not applicable. 59 Table of Contents B. Memorandum and Articles of Association Our (i) amended and restated articles of incorporation as well as our Series D Statement of Designation, and Series H Statement of Designation were previously filed as Exhibits 3.1, 3.3, and 3.6, respectively, to our Form 6-K furnished to the SEC on February 27, 2020, (ii) amended and restated bylaws were previously filed as Exhibit 1.2 to our Form 20-F filed with the SEC on March 19, 2021, and (iii) Series J Statement of Designation was previously filed as Exhibit 1.1 to our Form 6-K furnished to the SEC on June 14, 2021, and are all hereby incorporated by reference into this Annual Report. In addition, a summary of the material terms of our common shares and preferred shares is filed herewith. Under the BCA, the Statements of Designation are deemed amendments to our articles of incorporation. Our amended and restated articles of incorporation, and Statements of Designation have also been filed with the Registrar of Corporations of the Republic of the Marshall Islands. The necessary actions required to change the rights of shareholders, and the conditions governing the manner in which annual general meetings and special meetings of shareholders are convened are described in our bylaws. C. Material Contracts The following is a summary of each material contract, other than contracts entered into in the ordinary course of business, to which we are a party, for the two years immediately preceding the date of this Annual Report: (a) Form of Indemnification Agreement between Atlas Corp. and each of its directors and officers, previously filed as Exhibit 4.1 to Atlas Corp.’s Form 20-F, filed with the SEC on April 13, 2020. (b) Amended and Restated Management Agreement among Seaspan Corporation, Seaspan Management Services Limited, Seaspan Advisory Services Limited, Seaspan Ship Management Ltd. and Seaspan Crew Management Ltd. dated as of May 4, 2007, previously filed as Exhibit 99.1 to Seaspan Corporation’s Form 6-K/A, furnished to the SEC on October 10, 2007. (c) Amendment to Amended and Restated Management Agreement among Seaspan Corporation, Seaspan Management Services Limited, Seaspan Advisory Services Limited, Seaspan Ship Management Ltd. and Seaspan Crew Management Ltd. dated as of August 5, 2008, previously filed as Exhibit 4.9 to Seaspan Corporation’s Form 20-F, filed with the SEC on March 30, 2011. (d) Acquisition Agreement, dated November 20, 2019, by and among the sellers party thereto, Apple Bidco Limited, Seaspan Corporation, Atlas Corp. and Fairfax Financial Holdings Limited, as the seller representative, previously filed as Exhibit 4.2 to Seaspan’s Form 6-K, furnished to the SEC on November 22, 2019. (e) Amendment No. 1 to the Agreement and Plan of Merger, dated December 31, 2019, by and among Seaspan Corporation, Atlas Corp. and Seaspan Holdco V Ltd., previously filed as Exhibit 2.2 to Atlas Corp.’s Amendment No. 1 to Registration Statement on Form F-4, filed with the SEC on December 31, 2019. (f) Assignment and Assumption Agreement, dated as of February 5, 2020, by and among Seaspan Corporation, Atlas Corp., the guarantors specified therein and the investors specified therein, previously filed as Exhibit 4.1 to Seaspan Corporation’s Form 6-K, furnished to the SEC on February 10, 2020. (g) Amendment and Waiver to Acquisition Agreement, dated February 21, 2020, by and among Apple Bidco Limited, Atlas Corp., Fairfax Financial Holdings Limited, in its capacity as the “Seller Representative”, and the other Parties listed on the signature pages attached hereto, previously filed as Exhibit 4.1 to Seaspan’s Form 6-K, furnished to the SEC on February 26, 2020. (k) Registration Rights Agreement, dated February 28, 2020, by and among Atlas Corp. and the investors specified therein, previously filed as Exhibit 4.47 to Atlas Corp.’s Form 20-F, filed with the SEC on April 13, 2020. (o) Agreement and Amendment No. 2 to Acquisition Agreement, dated June 30, 2020, by and among Apple Bidco Limited, Atlas Corp., each shareholder listed on the signature pages thereto, and Fairfax Financial Holdings Limited, in its capacity as the Seller Representative, previously filed as Exhibit 10.1 to Atlas’s Form 6-K, furnished to the SEC on August 13, 2020. (p) Indenture, dated March 19, 2021, between Atlas Corp. and The Bank of New York Mellon, as trustee, previously filed as Exhibit 4.1 to Atlas Corp.’s Form F-4, filed with the SEC on March 19, 2021. (q) Agreement and Amendment No. 3 to Acquisition Agreement, dated as of April 30, 2021, among Atlas Corp., Apple Bidco Limited and Fairfax Financial Holdings Limited, in its individual capacity and in its capacity as Seller Representative, previously filed as Exhibit 4.1 to Atlas Corp.’s Form 6-K, furnished to the SEC on May 3, 2021. 60 Table of Contents (r) First Supplemental Indenture, dated May 17, 2021, between Atlas Corp. and The Bank of New York Mellon, as trustee, previously filed as Exhibit 4.35 to Atlas Corp.’s Form 20-F, furnished to the SEC on March 24, 2022. (s) Note Purchase Agreement, dated as of May 21, 2021, among Seaspan Holdco III Ltd., Seaspan Corporation, a group of institutional investors, Citibank N.A. as Note Administrative Agent, Registrar and Paying Agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator, previously filed as Exhibit 4.5 to Atlas Corp.’s Form 6-K, furnished to the SEC on May 27, 2021. (t) Subscription and Exchange Agreement, among Atlas Corp., Seaspan Corporation and the other signatory parties thereto, dated June 11, 2021, previously filed as Exhibit 4.1 to Atlas Corp.’s Form 6-K, furnished to the SEC on June 14, 2021. (u) Fifteenth Supplemental Indenture between Seaspan Corporation and The Bank of New York Mellon, as trustee, dated June 11, 2021, previously filed as Exhibit 4.4 to Atlas Corp.’s Form 6-K, furnished to the SEC on June 14, 2021. (v) Indenture, dated as of July 14, 2021, by and between Seaspan Corporation and The Bank of New York Mellon, as trustee (including form of 5.50% Blue Transition Senior Notes due 2029), previously filed as Exhibit 4.1 to Atlas Corp.’s Form 6-K, furnished to the SEC on July 14, 2021. (w) Note Purchase Agreement, dated as of May 17, 2022, among Seaspan Holdco III Ltd., Seaspan Corporation, a group of institutional investors, Citibank N.A. as Note Administrative Agent, Registrar and Paying Agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator, previously filed as Exhibit 10.1 to Atlas Corp.’s Form 6-K, furnished to the SEC on August 12, 2022. (aa) Agreement and Plan of Merger, dated as of October 31, 2022, by and among Atlas Corp., Poseidon Acquisition Corp and Poseidon Merger Sub, Inc., previously filed as Exhibit (d)(1) to Atlas Corp.'s Schedule 13E-3/A furnished to the SEC on January 9, 2023. (bb) Second Amended and Restated Credit Agreement, dated as of March 3, 2023, amending and restating that certain First Amended and Restated Credit Agreement dated as of May 19, 2021, among (inter alios) Seaspan Holdco III Ltd., as borrower, Seaspan Corporation, as guarantor, the several lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator, filed herewith. (cc) Second Amended and Restated Credit Agreement, dated as of March 3, 2023, amending and restating that certain First Amended and Restated Credit Agreement dated as of May 19, 2021, among (inter alios) Seaspan Holdco III Ltd., as borrower, Seaspan Corporation, as guarantor, the several lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator, filed herewith. (dd) Second Amended and Restated Intercreditor and Proceeds Agreement, dated as of March 3, 2023, amending and restating that certain First Amended and Restated Intercreditor and Proceeds Agreement dated as of May 19, 2021, among Seaspan Holdco III Ltd., Seaspan Corporation, certain subsidiaries of Seaspan Holdco III Ltd. from time to time party thereto, as subsidiary guarantors, the other secured parties from time to time party thereto, UMB Bank, National Association, as security trustee, and Citibank, N.A., as administrative agent, filed herewith. (ee) Asset Purchase Agreement, dated November 19, 2024, by and among Sawgrass Buyer LLC, as buyer and Atlas Corp. and certain subsidiaries of Atlas Corp., collectively as sellers. D. Exchange Controls We are not aware of any governmental laws, decrees or regulations in the Republic of the Marshall Islands that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance of dividends, interest or other payments to non-resident holders of our securities. We are not aware of any limitations on the right of non-resident or foreign owners to hold or vote our securities imposed by the laws of the Republic of the Marshall Islands or our articles of incorporation and bylaws. E. Taxation Material U.S. Federal Income Tax Considerations The following is a discussion of certain material U.S. federal income tax considerations that may be relevant to our shareholders. This discussion is based upon the provisions of the Code, applicable U.S. Treasury Regulations promulgated thereunder, legislative history, judicial authority and administrative interpretations, as of the date of this Annual Report, all of which are subject to change, possibly with retroactive effect, or are subject to different interpretations. Changes in these authorities may cause the U.S. federal income tax considerations to vary substantially from those described below. 61 Table of Contents This discussion applies only to beneficial owners of our shares that own the shares as “capital assets” (generally, for investment purposes) and does not comment on all aspects of U.S. federal income taxation that may be important to certain shareholders in light of their particular circumstances, such as shareholders subject to special tax rules (e.g., financial institutions, regulated investment companies, real estate investment trusts, insurance companies, traders in securities that have elected the mark-to-market method of accounting for their securities, persons liable for alternative minimum tax, broker- dealers, tax-exempt organizations, shareholders that own, directly, indirectly or constructively, 10% or more of our shares (by vote or value), or former citizens or long-term residents of the United States) or shareholders that hold our shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes, all of whom may be subject to U.S. federal income tax rules that differ significantly from those summarized below. If a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our shares, the tax treatment of its partners generally will depend upon the status of the partner and the activities of the partnership. Partners in partnerships holding our shares should consult their own tax advisors to determine the appropriate tax treatment of the partnership’s ownership of our shares. No ruling has been requested from the IRS regarding any matter affecting us or our shareholders. Accordingly, statements made herein may not be sustained by a court if contested by the IRS. This discussion does not address any U.S. estate, gift or alternative minimum tax considerations or tax considerations arising under the laws of any state, local or non-U.S. jurisdiction. This discussion does not address any U.S. federal income tax consequences of the status, or potential status, of the company as a “controlled foreign corporation” under the Code. Each shareholder is urged to consult its tax advisor regarding the U.S. federal, state, local, non-U.S. and other tax consequences of owning and disposing of our shares. U.S. Federal Income Taxation of U.S. Holders As used herein, the term “U.S. Holder” means a beneficial owner of our shares that is for U.S. federal income tax purposes: (a) a U.S. citizen or U.S. resident alien (or a U.S. Individual Holder); (b) a corporation, or other entity taxable as a corporation that was created or organized under the laws of the United States, any state thereof, or the District of Columbia; (c) an estate whose income is subject to U.S. federal income taxation regardless of its source or (d) a trust that either is subject to the supervision of a court within the United States and has one or more U.S. persons with authority to control all of its substantial decisions or has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. Distributions Subject to the discussion of passive foreign investment companies (“PFICs”), below, we believe that we are a “qualified foreign corporation” and therefore any distributions made by us to a U.S. Holder of our preferred equity generally will constitute dividends, which may be taxable as ordinary income or “qualified dividend income” as described in more detail below, to the extent of our current and accumulated earnings and profits allocated to the U.S. Holder’s shares, as determined under U.S. federal income tax principles. Distributions in excess of our current and accumulated earnings and profits allocated to the U.S. Holder’s shares will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in our shares and thereafter as capital gain, which will be either long-term or short-term capital gain depending upon whether the U.S. Holder has held the shares for more than one year. U.S. Holders that are corporations generally will not be entitled to claim a dividends received deduction with respect to any distributions they receive from us. For purposes of computing allowable foreign tax credits for U.S. federal income tax purposes, dividends received with respect to our shares should be treated as foreign source income. Under current law, subject to holding-period requirements and certain other limitations, dividends received with respect to our publicly traded shares by a U.S. Holder who is an individual, trust or estate, or a Non-Corporate U.S. Holder, generally will be treated as qualified dividend income that is taxable to such Non-Corporate U.S. Holder at preferential capital gain tax rates (provided we are not classified as a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year). Any dividends received with respect to our publicly traded shares not eligible for these preferential rates will be taxed as ordinary income to a Non-Corporate U.S. Holder. Special rules may apply to any “extraordinary dividend” paid by us. Generally, an extraordinary dividend is a dividend with respect to a share of stock if the amount of the dividend is equal to or in excess of 5% of a preferred shareholder’s adjusted tax basis (or fair market value in certain circumstances) in such share. In addition, extraordinary dividends include dividends received within a one-year period that, in the aggregate, exceed 20% of a shareholder’s adjusted tax basis (or fair market value in certain circumstances). If we pay an extraordinary dividend on our shares that is treated as qualified dividend income, then any loss recognized by a Non-Corporate U.S. Holder from the sale or exchange of such shares will be treated as long-term capital loss to the extent of the amount of such dividend. 62 Table of Contents Sale, Exchange or Other Disposition of Our Shares Subject to the discussion of PFICs below, a U.S. Holder generally will recognize capital gain or loss upon a sale, exchange or other disposition of our shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s tax basis in such shares. Subject to the discussion of extraordinary dividends above, such gain or loss generally will be treated as (a) long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition, or short-term capital gain or loss otherwise, and (b) U.S. source income or loss, as applicable, for foreign tax credit purposes. Non-Corporate U.S. Holders may be eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations. This disclosure does not address any U.S. federal income tax consequences of the status, or potential status, of the company as a “controlled foreign corporation” under the Code. PFIC Status and Significant Tax Consequences Special and adverse U.S. federal income tax rules apply to a U.S. Holder that holds stock in a non-U.S. corporation classified as a PFIC for U.S. federal income tax purposes. In general, we will be treated as a PFIC for any taxable year in which either (a) at least 75% of our gross income (including the gross income of certain of our subsidiaries) consists of passive income or (b) at least 50% of the average value of our assets (including the assets of certain of our subsidiaries) is attributable to assets that produce, or are held for the production of, passive income. For purposes of these tests, passive income includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties (other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business) but does not include income derived from the performance of services. There are legal uncertainties involved in determining whether the income derived from our time chartering activities constitutes rental income or income derived from the performance of services, including legal uncertainties arising from the decision in Tidewater Inc. v. United States, 565 F.3d 299 (5th Cir. 2009), which held that income derived from certain time chartering activities should be treated as rental income rather than services income for purposes of a foreign sales corporation provision of the Code. However, the IRS stated in an Action on Decision (AOD 2010-01) that it disagrees with, and will not acquiesce to, the way that the rental versus services framework was applied to the facts in the Tidewater decision, and in its discussion stated that the time charters at issue in Tidewater would be treated as producing services income for PFIC purposes. The IRS’s statement with respect to Tidewater cannot be relied upon or otherwise cited as precedent by taxpayers. Consequently, in the absence of any binding legal authority specifically relating to the statutory provisions governing PFICs, there can be no assurance that the IRS or a court would not follow the Tidewater decision in interpreting the PFIC provisions of the Code. Nevertheless, based on the current composition of our assets and operations (and that of our subsidiaries), we intend to take the position that we are not now and have never been a PFIC. Further, although we intend to conduct our affairs in a manner to avoid being classified as a PFIC with respect to any taxable year, there can be no assurance that the nature of our operations, and therefore the composition of our income and assets, will remain the same in the future. Moreover, the market value of our stock may be treated as reflecting the value of our assets at any given time. Therefore, a decline in the market value of our stock (which is not within our control) may impact the determination of whether we are a PFIC. Because our status as a PFIC for any taxable year will not be determinable until after the end of the taxable year, there can be no assurance that we will not be considered a PFIC for the current or any future taxable year. As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder generally would be subject to one of three different U.S. income tax regimes, depending on whether the U.S. Holder makes certain elections. If we were to be treated as a PFIC and you are a U.S. Holder, unless you make an effective “qualified electing fund” (“QEF”) election, gain realized on the sale or other disposition of your shares would in general not be treated as capital gain. Instead, unless you effectively elect to be taxed annually on a mark-to-market basis with respect to your shares, you would be treated as if you had realized such gain and certain “excess distributions” ratably over your holding period for the shares and would be taxed at the highest tax rate in effect for each previous year to which the gain was allocated in which we were a PFIC with respect to you, together with an interest charge in respect of the tax attributable to each such year. With certain exceptions, your shares will be treated as stock in a PFIC if we were a PFIC at any time during your holding period in your shares. Dividends that you receive from us will not be eligible for the special tax rates applicable to qualified dividend income if we are a PFIC or are treated as a PFIC with respect to you either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income. If you own shares during any year that we are a PFIC with respect to you, you may be required to file IRS Form 8621. The 63 Table of Contents QEF election is conditioned upon our furnishing you annually with certain tax information. We may not take the action necessary for a U.S. shareholder to make a QEF election in the event our company is determined to be a PFIC. Taxation of U.S. Holders Not Making a Timely QEF Election or Mark-to-Market Election Finally, if we were to be treated as a PFIC for any taxable year and if a U.S. Holder did not make either a QEF election or a mark-to-market election for that year, the U.S. Holder would be subject to special rules resulting in increased tax liability with respect to (a) any excess distribution (i.e., the portion of any distributions received by the U.S. Holder on our shares in a taxable year in excess of 125% of the average annual distributions received by the U.S. Holder in the three preceding taxable years, or, if shorter, the U.S. Holder’s holding period for our shares) and (b) any gain realized on the sale, exchange or other disposition of our shares. Under these special rules: • the excess distribution or gain would be allocated ratably over the U.S. Holder’s aggregate holding period for our shares; • the amount allocated to the current taxable year and any taxable year prior to the taxable year we were first treated as a PFIC with respect to the U.S. Holder would be taxed as ordinary income in the current taxable year; • the amount allocated to each of the other taxable years would be subject to U.S. federal income tax at the highest rate of tax in effect for the applicable class of taxpayers for that year, and • an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. Additionally, for each year during which (a) a U.S. Holder owns shares, (b) we are a PFIC and (c) the total value of all PFIC stock that such U.S. Holder directly or indirectly owns exceeds certain thresholds, such U.S. Holder will be required to file IRS Form 8621 with its annual U.S. federal income tax return to report its ownership of our shares. In addition, if a U.S. Individual Holder dies while owning our shares, such U.S. Individual Holder’s successor generally would not receive a step-up in tax basis with respect to such shares. U.S. Holders are urged to consult their own tax advisors regarding the PFIC rules, including the PFIC annual reporting requirements, as well as the applicability, availability and advisability of, and procedure for, making QEF or mark-to-market elections and other available elections with respect to us, and the U.S. federal income tax consequences of making such elections. Medicare Tax on Unearned Income Certain Non-Corporate U.S. Holders are subject to a 3.8% tax on certain investment income, including dividends and gain from the sale or other disposition of our shares. Non-Corporate U.S. Holders should consult their advisors regarding the effect, if any, of this tax on their ownership and disposition of our shares. U.S. Return Disclosure Requirements for U.S. Individual Holders Generally, U.S. Individual Holders who hold certain specified foreign financial assets, including stock in a foreign corporation that is not held in an account maintained by a financial institution, with an aggregate value in excess of $50,000 on the last day of a taxable year, or $75,000 at any time during that taxable year, may be required to report such assets on IRS Form 8938 with their U.S. federal income tax return for that taxable year. This reporting requirement does not apply to U.S. Individual Holders who report their ownership of our shares under the PFIC annual reporting rules described above. Penalties apply for failure to properly complete and file IRS Form 8938. Investors are encouraged to consult with their tax advisors regarding the possible application of this disclosure requirement to their investment in our shares. U.S. Federal Income Taxation of Non-U.S. Holders A beneficial owner of our shares (other than a partnership or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder is a non-U.S. Holder. Distributions In general, a non-U.S. Holder is not subject to U.S. federal income tax on distributions received from us with respect to our shares unless the distributions are effectively connected with the non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment that the non-U.S. Holder maintains in the United States). If a non-U.S. Holder is engaged in a trade or business within the United States and the distributions are deemed to be effectively connected to that trade or business, the non-U.S. Holder generally will be subject to U.S. federal income tax on those distributions in the same manner as if it were a U.S. Holder. 64 Table of Contents Sale, Exchange or Other Disposition of Our Shares In general, a non-U.S. Holder is not subject to U.S. federal income tax on any gain resulting from the disposition of our shares unless (a) such gain is effectively connected with the non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment that the non-U.S. Holder maintains in the United States) or (b) the non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year in which those shares are disposed of (and certain other requirements are met). If a non-U.S. Holder is engaged in a trade or business within the United States and the disposition of shares is deemed to be effectively connected to that trade or business, the non-U.S. Holder generally will be subject to U.S. federal income tax on the resulting gain in the same manner as if it were a U.S. Holder. Information Reporting and Backup Withholding In general, payments of distributions with respect to, or the proceeds of a disposition of our shares to a Non-Corporate U.S. Holder will be subject to information reporting requirements. These payments to a Non-Corporate U.S. Holder also may be subject to backup withholding if the Non-Corporate U.S. Holder: • fails to timely provide an accurate taxpayer identification number; • is notified by the IRS that it has failed to report all interest or distributions required to be shown on its U.S. federal income tax returns; or • in certain circumstances, fails to comply with applicable certification requirements. Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding on payments made to them within the United States, or through a U.S. payor, by certifying their status on an IRS Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP or W-8IMY, as applicable. Backup withholding is not an additional tax. Rather, a shareholder generally may obtain a credit for any amount withheld against its liability for U.S. federal income tax (and obtain a refund of any amounts withheld in excess of such liability) by accurately completing and timely filing a U.S. federal income tax return with the IRS. Material Marshall Islands Tax Considerations Because we do not, and we do not expect that we will, conduct business or operations in the Republic of the Marshall Islands, under current Marshall Islands law our shareholders will not be subject to Marshall Islands taxation or withholding on distributions, including upon a return of capital, we make to our shareholders. In addition, our shareholders will not be subject to Marshall Islands stamp, capital gains or other taxes on the purchase, ownership or disposition of shares, and our shareholders will not be required by the Republic of the Marshall Islands to file a tax return relating to the shares. Each prospective shareholder is urged to consult its tax counsel or other advisor with regard to the legal and tax consequences, under the laws of pertinent jurisdictions, including the Marshall Islands, of its investment in us. Further, it is the responsibility of each shareholder to file all state, local and non-U.S., as well as U.S. federal tax returns that may be required of it. Material U.K. Tax Considerations The following discussion is a summary of the material U.K. tax considerations under current U.K. tax law and HM Revenue & Customs (“HMRC”) published practice applying as at the date of this Annual report (both of which are subject to change at any time, possibly with retrospective effect) relating to the holding of Atlas shares by non-U.K. tax resident holders of Atlas shares. It does not constitute legal or tax advice to any particular shareholder and does not purport to be a complete analysis of all U.K. tax considerations relating to the holding of shares, or all of the circumstances in which holders of Atlas shares may benefit from an exemption or relief from U.K. taxation. It is understood that Atlas does not (and will not) derive 75% or more of its qualifying asset value from U.K. land, and that, Atlas is solely resident in the U.K. for tax purposes and will therefore be subject to the U.K. corporation tax regime. This guide may not relate to certain classes of shareholders, such as (but not limited to): • persons who are connected with the company; • financial institutions; • insurance companies; • charities or tax-exempt organizations; • collective investment schemes; 65 Table of Contents • pension schemes; • market makers, intermediaries, brokers or dealers in securities; • persons who have (or are deemed to have) acquired their shares by virtue of an office or employment or who are or have been officers or employees of the company or any of its affiliates; and • individuals who are subject to U.K. taxation on a remittance basis. THESE PARAGRAPHS ARE A SUMMARY OF MATERIAL U.K. TAX CONSIDERATIONS RELATING TO THE HOLDING OF ATLAS SHARES AND ARE INTENDED AS A GENERAL GUIDE ONLY. IT IS RECOMMENDED THAT ALL HOLDERS OF ATLAS SHARES OBTAIN ADVICE AS TO THE CONSEQUENCES OF OWNERSHIP AND DISPOSAL OF ATLAS SHARES IN THEIR OWN SPECIFIC CIRCUMSTANCES FROM THEIR OWN TAX ADVISORS. IN PARTICULAR, NON-U.K. RESIDENT OR DOMICILED PERSONS ARE ADVISED TO CONSIDER THE POTENTIAL IMPACT OF ANY RELEVANT DOUBLE TAXATION AGREEMENTS. Dividends; Withholding Tax Dividends paid by Atlas will not be subject to any withholding or deduction for or on account of U.K. tax. Income Tax An individual holder of Atlas shares who is not resident for tax purposes in the U.K. will not be chargeable to U.K. income tax on dividends received from Atlas unless he or she carries on (whether solely or in partnership) a trade, profession or vocation in the U.K. through a branch or agency to which the shares are attributable. There are certain exceptions for trading in the U.K. through independent agents, such as some brokers and investment managers. Corporation Tax A corporate holder of shares who is not resident for tax purposes in the U.K. will not be chargeable to U.K. corporation tax on dividends received from Atlas unless it carries on (whether solely or in partnership) a trade in the U.K. through a permanent establishment to which the shares are attributable. Chargeable Gains A holder of Atlas shares who is not resident for tax purposes in the U.K. will not generally be liable to U.K. capital gains tax or corporation tax on chargeable gains on a disposal (or deemed disposal) of Atlas shares unless the person is carrying on (whether solely or in partnership) a trade, profession or vocation in the U.K. through a branch, agency or permanent establishment to which the shares are attributable. However, an individual holder of Atlas shares who has ceased to be resident for tax purposes in the U.K. for a period of less than five years and who disposes of Atlas shares during that period may be liable, on his or her return to the U.K., to U.K. tax on any capital gain realized (subject to any available exemption or relief). Stamp duty and stamp duty reserve tax (SDRT) No U.K. stamp duty or stamp duty reserve tax (“SDRT”) will be payable on the issuance of Atlas shares. U.K. stamp duty will generally not need to be paid on a transfer of Atlas shares, and no U.K. SDRT will be payable in respect of any agreement to transfer Atlas shares unless they are registered in a register kept in the U.K. by or on behalf of Atlas. It is not intended that such a register will be kept in the U.K. The statements in this paragraph summarize the current position on stamp duty and SDRT and are intended as a general guide only. Special rules apply to agreements made by, amongst others, intermediaries and certain categories of person may be liable to stamp duty or SDRT at higher rates. In particular, this paragraph does not consider where shares are issued or transferred to clearance services or depository receipt issuers. F. Dividends and Paying Agents Not applicable. G. Statements by Experts Not applicable. H. Documents on Display Documents concerning us that are referred to herein may be inspected at the offices of Seaspan Ship Management Ltd. at 2600-200 Granville Street, Vancouver, British Columbia. Those documents electronically filed with the SEC may be obtained from the SEC’s website at www.sec.gov or from the SEC public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Further information on the operation of the public reference rooms may be obtained by calling the SEC at 1-800-SEC-0330. 66 Table of Contents I. Subsidiary Information Not applicable. J. Annual Report to Securities Holders Not applicable. Item 11. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risk from changes in interest rates and foreign currency fluctuations. We use interest rate swaps to manage interest rate price risks. We enter into capped call transactions to manage exposures to changes in the price of our common shares. We do not use these financial instruments for trading or speculative purposes. Interest Rate Risk As of December 31, 2024, our variable-rate credit facilities totaled $1.1 billion, of which we had entered into six interest rate swap agreements to fix the rates on a notional principal amount of $1.1 billion. These interest rate swaps mature between 2025 and 2032 and have a fair value of $97.4 million in our favor, on a net basis. Counterparties to these financial instruments may expose us to credit-related losses in the event of non-performance. As of December 31, 2024, these financial instruments are in our favor. We have considered and reflected the risk of non-performance by us in the fair value of our financial instruments as of December 31, 2024. As part of our consideration of non-performance risk, we perform evaluations of our counterparties for credit risk through ongoing monitoring of their financial health and risk profiles to identify funding risk or changes in their credit ratings. Counterparties to these agreements are major financial institutions, and we consider the risk of loss due to non-performance to be minimal. We do not require collateral from or pay collateral to these institutions. We do not hold and will not issue interest rate swaps for trading purposes. The tables below provide information about our financial instruments at December 31, 2024 that are sensitive to changes in interest rates. Please see note 12 – “Long term debt”, note 13 – “Operating lease liabilities”, note 14 – “Finance lease liabilities” and note 15 – “Other financing arrangements” to our consolidated financial statements included in this Annual Report, which provides additional information with respect to our existing credit and lease facilities. Principal Payment Dates In Millions of USD 2025 2026 2027 2028 2029 Thereafter Total Credit facilities $ 103.9 $ 103.9 $ 103.9 $ 444.0 $ 311.6 $ 4.4 $ 1,071.7 Vessel Operating Leases 13.8 14.1 15.4 14.4 5.8 0.0 63.5 Vessel Finance Leases 409.4 — — — — — 409.4 Sale-Leaseback Facilities 493.5 490.8 504.6 513.2 551.6 5,198.1 7,751.8 _________________________ Represents principal payments on amounts drawn on our credit facilities that bear interest at variable rates. We have entered into interest rate swap agreements under certain of our credit facilities to swap the variable interest rates for fixed interest rates. For the purposes of this table, principal payments are determined based on contractual repayments in commitment reduction schedules for each related facility. Represents payments under our operating leases. Payments under the operating leases have a variable component based on underlying interest rates. Represents payments under our finance leases. Payments under the finance leases have a variable component based on underlying interest rates. Represents payments, excluding amounts representing interest payments, on amounts drawn on our sale-leaseback facilities where the vessels remain on our balance sheet and that bear interest at variable rates. Item 12. Description of Securities Other than Equity Securities Not applicable. (1) (2) (3) (4) (1) (2) (3) (4) 67 Table of Contents PART II Item 13. Defaults, Dividend Arrearages and Delinquencies None. Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds None. Item 15. Controls and Procedures Evaluation of Disclosure Controls and Procedures As required by Rules 13a-15 and 15d-15 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), management of Atlas has evaluated, with the participation of each of Atlas’s chief executive officer and interim chief financial officer, the effectiveness of Atlas’s disclosure controls and procedures as of the end of the period covered by this Annual Report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the management of each Atlas was required to apply its judgment in evaluating and implementing possible controls and procedures. Based on the foregoing, the chief executive officer and interim chief financial officer of Atlas has concluded that, as of December 31, 2024, the end of the period covered by this Annual Report, Atlas’s disclosure controls and procedures were effective. Management’s Report on Internal Control Over Financial Reporting The management of Atlas is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting refers to a process designed by, or under the supervision of, the chief executive officer and interim chief financial officer of Atlas and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and members of the board of directors; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on our financial statements. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management evaluated the effectiveness of Atlas’s internal control over financial reporting as of December 31, 2024 using the framework set forth in the 2013 report of the Treadway Commission’s Committee of Sponsoring Organizations. 68 Table of Contents Based on the foregoing, management has concluded that Atlas’s internal control over financial reporting was effective as of December 31, 2024. Changes in Internal Control over Financial Reporting Management has evaluated, with the participation of the chief executive officer and interim chief financial officer of Atlas, whether any changes in Atlas’s internal control over financial reporting that occurred during our last fiscal year have materially affected, or are reasonably likely to materially affect, Atlas’s internal control over financial reporting. There was no change to Atlas’s internal control over financial reporting that occurred during the last fiscal year that has materially affected, or is reasonably likely to materially affect, Atlas’s internal control over financial reporting. Item 16. [Reserved] Item 16A. Audit Committee Financial Expert The board of directors has determined that Lawrence Simkins qualifies as an audit committee financial expert and is independent under applicable NYSE, Nasdaq Stock Market and SEC standards. Item 16B. Code of Ethics We have adopted a Standards of Business Conduct for all employees and directors. This document is available under “Corporate Governance” in the Investor Relations section of our website (www.atlascorporation.com). We also intend to disclose any waivers to or amendments of our Standards of Business Conduct and Ethics for the benefit of our directors and executive officers on our website. We will provide a hard copy of our Standards of Business Conduct and Ethics free of charge upon written request of a shareholder. Please contact our legal department for any such request at 23 Berkeley Square, London, Fax Line: +44 843 320 5270. Item 16C. Principal Accountant Fees and Services Our principal accountant for 2024 was KPMG LLP, Chartered Professional Accountants, Vancouver, BC, Canada, Auditor Firm ID:85. In 2024 and 2023, the fees billed and accrued to us by the accountants for services rendered were as follows: (in millions of USD) 2024 2023 Audit Fees $ 2.2 $ 3.0 Tax Fees 2.5 1.2 $ 4.7 $ 4.2 Audit Fees Audit fees for 2024 include fees related to our annual audits for Atlas and certain wholly owned subsidiaries, quarterly reviews for Atlas and Seaspan Corporation, and accounting discussions. The 2024 fees also include audit related fees for limited assurance reports related to our sustainability linked financings. Audit fees for 2023 include fees related to our annual audit, quarterly reviews, and accounting discussions. The 2023 fees also include audit related fees for various registration statements, securities offerings and limited assurance reports related to our sustainability linked financings. The fees for 2023 include the audits of certain wholly owned subsidiaries and quarterly reviews for Seaspan Corporation. Tax Fees Tax fees for 2024 and 2023 were primarily for tax consultation services related to general tax consultation services and tax compliance, including preparation of corporate income tax returns. The audit committee has the authority to pre-approve permissible audit-related and non-audit services not prohibited by law to be performed by our independent auditors and associated fees. Engagements for proposed services either may be separately pre-approved by the audit committee or entered into pursuant to detailed pre-approval policies and procedures established by the audit committee, as long as the audit committee is informed on a timely basis of any engagement entered into on that basis. The audit committee separately pre-approved all engagements and fees paid to our principal accountant in 2024 and 2023. 69 Table of Contents In fiscal 2023, the Company’s audit committee did not approve any audit-related, tax or other services pursuant to paragraph (c) (7) (i) (C) of Rule 2- 01 of Regulation S-X, with the exception of financial statement preparation services relating to the statutory audits of certain of the Company's subsidiaries the fees for which represented less than 5% of total audit-related fees for fiscal 2023. Other Fees None. Item 16D. Exemptions from the Listing Standards for Audit Committees Not applicable. Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers Not applicable. Item 16F. Change in Registrants’ Certifying Accountant Not applicable. Item 16G. Corporate Governance The following are the significant ways in which our corporate governance practices differ from those followed by domestic companies: • We are not required to obtain shareholder approval prior to the adoption of equity compensation plans or certain equity issuances, including, among others, issuing 20% or more of our outstanding common shares or voting power in a transaction. • Our board of directors, rather than a nominating committee of independent directors, evaluates and approves director nominees. Item 16H. Mine Safety Disclosure Not applicable. Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. Item 16J. Insider Trading Policies The Company has adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of the registrant’s securities by directors, senior management, and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to the Company. The Company’s insider trading policy is included as Exhibit 11.1 to this Annual Report. Item 16K. Cybersecurity In the ordinary course of business, we rely on the security of information and our operational technology systems, including those of our business partners and other third parties, to manage or support a variety of business activities including operating and navigating our containership fleet; tracking container contents and delivery; maintaining vessel infrastructure; communicating with personnel, management, customers and business partners; collecting, processing, transmitting and storing electronic information, including personal, employee, business, financial and operational data; facilitating business and financial transactions; and providing services to our customers. A successful cyber-attack on us, or our business partners, could significantly disrupt these and other commercial activities and business functions resulting in a loss of revenue and customer relationships. For operational technology in particular, a successful cyber-attack could result in physical damage to assets and infrastructure, particularly on our vessels, and could result in injury or loss of life and environmental harm. Our global technology network faces many threats from criminal hackers and competitors who may use phishing emails, unauthorized network intrusions, electronic communications or portable electronic devices to distribute computer viruses and ransomware, enable fraudulent transactions, or otherwise alter the confidentiality, integrity and availability of our information and information systems. Due to our continuing efforts to secure our technology network infrastructure, 70 Table of Contents protect our critical data and systems, and ensure operational resiliency, attempted cyber-attacks against the Company have been unsuccessful to date. However, cyber-attacks may continue to occur and a successful cyber-attack could have a material impact on our financial performance, reputation and day-to-day operations. Cyber-attacks are becoming increasingly common and more sophisticated, and may be perpetrated by computer hackers, cyber- terrorists or others engaged in corporate espionage. Further, as the methods of cyber-attacks continue to evolve, we may be required to expend additional resources to enhance and supplement our existing protective measures. A successful cyber-attack could also result in significant costs associated with the investigation and remediation of our technology systems, as well as increased regulatory and legal liability. We have processes in place to identify, assess and mitigate cybersecurity threats, including email and web browser security, security configuration standards. We also utilize cybersecurity policy enforcement mechanisms for our endpoints and network, network detection and remediation, continuous vulnerability scanning and updating of systems, 24-hour managed security monitoring and response, periodic network penetration testing, and access control measures with multi factor authentication and zero-trust security. We further conduct mandatory security awareness training for our current and new employees, and engage in phishing simulations. In many of these processes, we engage external consultants and assessors, or use third-party tools or services. Our information technology team reviews the adequacy of cybersecurity and privacy controls of all new third-party providers of cloud and other technology-related services prior to entering into contracts with third parties that could affect the integrity of our information systems, and periodically conducts similar risk-based reviews on existing third-party providers by, for example, obtaining and reviewing Service Organization Control audit reports. We regularly upgrade and maintain our information technology systems and infrastructure, and invest in our cybersecurity program, in order to mitigate cybersecurity threats. If such processes and programs were insufficient to prevent or mitigate such threats, we have backup and recovery processes designed to restore our operations to a functional state. We manage cybersecurity risks within our overall enterprise risk management program, which provides a risk governance framework for identifying, analyzing, prioritizing, and responding to enterprise risks, and defining roles and responsibilities for managing such risks. This integrated framework enables us to assess how cybersecurity risks might interact with and impact other enterprise risks, and affect our business strategy, results of operations, or financial condition. The framework also enables us to communicate and collaborate cross-functionally to mitigate cybersecurity risks effectively and efficiently, where needed. Cybersecurity risks and risk mitigations are subject to monitoring and oversight by our enterprise risk management function, and assurance activities conducted by the internal audit function. Our Board, through the audit committee, oversees cybersecurity risk management. The audit committee, on a quarterly basis, receives and reviews management’s reporting on cybersecurity risks and the steps that management has taken to mitigate such risks, and the internal audit function’s reporting on any findings of significance, including those related to cybersecurity risks. The audit committee also receives and reviews annually guidelines and policies governing management of enterprise risks (including cybersecurity risks). Our Vice President, Information Technology, with support from the cybersecurity team, is responsible for assessing and managing cybersecurity risks. The Vice President, Information Technology, routinely reports to the audit committee on cybersecurity risks and risk mitigation updates, as well as any cybersecurity incidents. Our Cybersecurity Manager reports to the Vice President, Information Technology, and leads our in-house cybersecurity team which is augmented by a managed security operations center (SOC) that monitors for cybersecurity events and incidents to proactively defend against cybersecurity threats. Our Cybersecurity Manager has over 15 years of information technology systems and infrastructure, and cybersecurity experience working for large companies in various industries. Our Cybersecurity Manager also holds an Honors Bachelor of Technology degree in Informatics and Security and has various industry-leading certificates in information technology infrastructure cybersecurity. We have established a cybersecurity incident response plan that sets forth clear protocols and related responsibilities, and is incorporated into the managed SOC platform. An incident response team, comprised of our information technology, legal, corporate communications and investor relations departments, and external technical experts, will execute the incident response plan should a cybersecurity incident occur. 71 Table of Contents PART III Item 17. Financial Statements Not applicable. Item 18. Financial Statements The following financial statements, together with the report of KPMG LLP, Chartered Professional Accountants thereon, are filed as part of this Annual Report: ATLAS CORP. Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022 F-4 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022 F-5 Consolidated Statements of Shareholders’ Equity and Cumulative Redeemable Preferred Shares for the Years Ended December 31, 2024, 2023 and 2022 F-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 F-9 Notes to the Consolidated Financial Statements F-10 All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required, are inapplicable or have been disclosed in the notes to the consolidated financial statements and therefore have been omitted. Item 19. Exhibits The following exhibits are filed as part of this Annual Report: Exhibit Number Description 1.1 Amended and Restated Articles of Incorporation of Atlas Corp. (incorporated herein by reference to Exhibit 3.1 to Atlas Corp.’s Form 6-K (File No. 001- 39237), furnished to the SEC on February 27, 2020). 1.2 Second Amended and Restated Bylaws of Atlas Corp. (incorporated herein by reference to Exhibit 1.2 to Atlas Corp.’s Form 20-F (File No. 333-229312), filed with the SEC on March 19, 2021). 1.3 Statement of Designation of the 7.95% Cumulative Redeemable Perpetual Preferred Shares—Series D of Atlas Corp., dated February 27, 2020 (incorporated herein by reference to Exhibit 3.3 to Atlas Corp’s Form 6-K (File No. 001-39237), furnished to the SEC on February 27, 2020). 1.4 Statement of Designation of the 7.875% Cumulative Redeemable Perpetual Preferred Shares—Series H of Atlas Corp., dated February 27, 2020 (incorporated herein by reference to Exhibit 3.6 to Atlas Corp’s Form 6-K (File No. 001-39237), furnished to the SEC on February 27, 2020). 1.5 Statement of Designation of the 7.00% Cumulative Redeemable Perpetual Preferred Shares—Series J of Atlas Corp., dated June 11, 2021 (incorporated herein by reference to Exhibit 1.1 to Atlas Corp's Form 6-K (File No. 001-39237), furnished to the SEC on June 14, 2021). 1.6 Specimen of Share Certificate of Atlas Corp. (incorporated herein by reference to Exhibit 4.1 to Atlas Corp’s Form 6-K (File No. 001-39237), furnished to the SEC on February 27, 2020). 1.7 Specimen of Share Certificate of 7.95% Cumulative Redeemable Perpetual Preferred Shares—Series D of Atlas Corp. (incorporated herein by reference to Exhibit 4.2 to Atlas Corp’s Form 6-K (File No. 001-39237), furnished to the SEC on February 27, 2020). 1.8 Specimen of Share Certificate of 7.875% Cumulative Redeemable Perpetual Preferred Shares—Series H of Atlas Corp. (incorporated herein by reference to Exhibit 4.5 to Atlas Corp’s Form 6-K (File No. 001-39237), furnished to the SEC on February 27, 2020). 72 Table of Contents Exhibit Number Description 1.9 Specimen of Share Certificate of 7.00% Cumulative Redeemable Perpetual Preferred Shares—Series J of Atlas Corp. (incorporated herein by reference to Exhibit 1.2 to Atlas Corp's Form 6-K (File No. 001-39237), furnished to the SEC on June 14, 2021). 2.2 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated herein by reference to Exhibit 2.2 to Atlas Corp.'s Form 20-F (File 333-229312), filed with the SEC on March 14, 2024. 4.0 Form of Indemnification Agreement between Atlas Corp. and its directors and officers (incorporated herein by reference to Exhibit 4.1 to Atlas Corp.’s Form 20-F, filed with the SEC on April 13, 2020). 4.1 Amended and Restated Management Agreement among Seaspan Corporation, Seaspan Management Services Limited, Seaspan Advisory Services Limited, Seaspan Ship Management Ltd. and Seaspan Crew Management Ltd. dated as of May 4, 2007 (incorporated herein by reference to Exhibit 99.1 to Seaspan Corporation’s Form 6-K/A (File No. 001-32591), furnished to the SEC on October 10, 2007). 4.2 Amendment to Amended and Restated Management Agreement among Seaspan Corporation, Seaspan Management Services Limited, Seaspan Advisory Services Limited, Seaspan Ship Management Ltd. and Seaspan Crew Management Ltd. dated as of August 5, 2008 (incorporated herein by reference to Exhibit 4.9 to Seaspan Corporation’s Form 20-F (File No. 001-32591), filed with the SEC on March 30, 2011). 4.3 Agreement and plan of merger, dated as of March 13, 2018, by and among Seaspan Corporation, Seaspan Investments III LLC, Greater China Intermodal Investments LLC and Greater China Industrial Investments LLC (incorporated by reference to Exhibit 4.1 to Seaspan Corporation’s Report of Foreign Private Issuer on Form 6-K (File No. 001-32591), furnished to the SEC on March 14, 2018). 4.4 Acquisition Agreement, dated as of November 20, 2019, among Seaspan Corporation, Atlas Corp., Fairfax Financial Holdings Limited and certain affiliated companies, Albright Capital Management LLC, certain other shareholders of Apple Bidco Limited, Apple Bidco Limited, Atlas Corp. and Fairfax Financial Holdings Limited, as representative of sellers (incorporated by reference to Exhibit 4.2 to Seaspan Corporation’s Form 6-K (File No. 001-32591), furnished to the SEC on November 22, 2019). 4.5 Assignment and Assumption Agreement, dated as of February 5, 2020, by and among Seaspan Corporation, Atlas Corp., the guarantors specified therein and the investors specified therein (incorporated by reference to Exhibit 4.1 to Seaspan Corporation’s Form 6-K (File No. 001-32591), furnished to the SEC on February 10, 2020). 4.6 Amendment and Waiver to the Acquisition Agreement, dated February 21, 2020, by and among Apple Bidco Limited, Atlas Corp., the entities listed on Exhibit A thereto, including Fairfax Financial Holdings Limited in its capacity as the Seller Representative, ACM Energy Holdings I Ltd., ACM Apple Holdings I, LP, JCLA Cayman Limited and Seaspan Corporation (incorporated by reference to Exhibit 4.1 to Seaspan Corporation’s Form 6-K (File No. 001-32591), furnished to the SEC on February 26, 2020). 4.7 Agreement and Amendment No. 2 to Acquisition Agreement, dated June 30, 2020, by and among Apple Bidco Limited, Atlas Corp., each shareholder listed on the signature pages thereto, and Fairfax Financial Holdings Limited, in its capacity as the Seller Representative (incorporated herein by reference to Exhibit 10.1 to Atlas Corp.’s Form 6-K (File No. 333-229312), furnished to the SEC on August 13, 2020). 4.8 Indenture, dated March 19, 2021, between Atlas Corp. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.1 to Atlas Corp.’s Form F-4 (File No. 333-254537), filed with the SEC on March 19, 2021). 4.9 Agreement and Amendment No. 3 to Acquisition Agreement, dated as of April 30, 2021, among Atlas Corp., Apple Bidco Limited and Fairfax Financial Holdings Limited, in its individual capacity and in its capacity as Seller Representative (incorporated herein by reference to Exhibit 4.1 to Atlas Corp.’s Form 6-K (File No. 333-229312), furnished to the SEC on May 4, 2021). 4.10 First Supplemental Indenture, dated May 17, 2021, between Atlas Corp. and The Bank of New York Mellon, as trustee, incorporated herein by reference to Exhibit 4.35 to Atlas Corp.’s Form 20-F (File 333-229312), filed with the SEC on March 24, 2021. 4.11 Note Purchase Agreement, dated as of May 21, 2021, among Seaspan Holdco III Ltd., Seaspan Corporation, a group of institutional investors, Citibank N.A. as Note Administrative Agent, Registrar and Paying Agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator (incorporated by reference to Exhibit 4.5 to Atlas Corp.’s Form 6-K (File No. 001-39237), furnished to the SEC on May 27, 2021). 73 Table of Contents Exhibit Number Description 4.12 Subscription and Exchange Agreement, among Atlas Corp., Seaspan Corporation and the other signatory parties thereto, dated June 11, 2021 (incorporated herein by reference to Exhibit 4.1 to Atlas Corp.’s Form 6-K (File No. 001-39237), furnished to the SEC on June 14, 2021). 4.13 Indenture, dated as of July 14, 2021, by and between Seaspan Corporation and The Bank of New York Mellon, as trustee (including form of 5.50% Blue Transition Senior Notes due 2029) (incorporated herein by reference to Exhibit 4.1 to Atlas Corp.’s Form 6-K (File No. 001-39237), furnished to the SEC on July 14, 2021). 4.14 Note Purchase Agreement, dated as of May 17, 2022, among Seaspan Holdco III Ltd., Seaspan Corporation, a group of institutional investors, Citibank N.A. as Note Administrative Agent, Registrar and Paying Agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator (incorporated herein by reference to Exhibit 10.1 to Atlas Corp.’s Form 6-K (File No. 001-39237), furnished to the SEC on August 12, 2022). 4.15 Agreement and Plan of Merger, dated as of October 31, 2022, by and among Atlas Corp., Poseidon Acquisition Corp and Poseidon Merger Sub, Inc. (incorporated herein by reference to Exhibit (d)(1) to Atlas Corp.'s Schedule 13E-3/A (File No. 005-91452), furnished to the SEC on January 9, 2023). 4.16 Second Amended and Restated Credit Agreement, dated as of March 3, 2023, amending and restating that certain First Amended and Restated Credit Agreement dated as of May 19, 2021, among (inter alios) Seaspan Holdco III Ltd., as borrower, Seaspan Corporation, as guarantor, the several lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator. 4.17 Second Amended and Restated Credit Agreement, dated as of March 3, 2023, amending and restating that certain First Amended and Restated Credit Agreement dated as of May 19, 2021, among (inter alios) Seaspan Holdco III Ltd., as borrower, Seaspan Corporation, as guarantor, the several lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator. 4.18 Second Amended and Restated Intercreditor and Proceeds Agreement, dated as of March 3, 2023, amending and restating that certain First Amended and Restated Intercreditor and Proceeds Agreement dated as of May 19, 2021, among Seaspan Holdco III Ltd., Seaspan Corporation, certain subsidiaries of Seaspan Holdco III Ltd. from time to time party thereto, as subsidiary guarantors, the other secured parties from time to time party thereto, UMB Bank, National Association, as security trustee, and Citibank, N.A., as administrative agent. 4.19* Asset Purchase Agreement, dated November 19, 2024, by and among Sawgrass Buyer LLC, as buyer and Atlas Corp. and certain subsidiaries of Atlas Corp., collectively as sellers. 8.1* Subsidiaries of Atlas Corp. 11.1* Atlas Corp. Policy for Insider Trading 12.1* Rule 13a-14(a)/15d-14(a) Certification of Atlas Corp.’s Chief Executive Officer. 13.1** Atlas Corp. Certification of Bing Chen, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. 97 Atlas Corp. Policy for the Recovery of Erroneously Awarded Compensation filed with the SEC on March 14, 2024. 101 The following financial information from Atlas Corp.’s Report on Form 20-F for the year ended December 31, 2024, formatted in Extensible Business Reporting Language (XBRL): (a) Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023; (b) Consolidated Statements of Operations for each of the years in the three-year period ended December 31, 2024; (c) Consolidated Statements of Shareholder’s Equity for each of the years in the two-year ended December 31, 2024; (d) Consolidated Statements of Cash Flows for each of the years in the three year period ended December 31, 2024; (e) Notes to the Consolidated Financial Statements _______________________________________ * Filed herewith ** Furnished herewith 74 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Atlas Corp.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Atlas Corp. (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders’ equity and cumulative redeemable preferred shares, and cash flows for each of the years in the three‑year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Assessment of indicators of impairment for vessels As discussed in Note 2(f) to the consolidated financial statements, property, plant and equipment that are held for use are evaluated for impairment when events or circumstances indicate that their carrying amounts may not be recoverable from future undiscounted cash flows. Examples of such events or changes in circumstances for vessels (“impairment indicators”) include, among others, a significant adverse change in the extent or manner in which the asset is being used or in its physical condition; a significant adverse change in legal factors or in the business climate that could affect the asset’s value, including an adverse action or assessment by a foreign government that impacts the use of the asset; or a current-period operating or cash flow loss combined with a history of operating or cash flow losses, or a projection or forecast that demonstrates continuing losses associated with the asset’s use. The determination of whether impairment indicators exist requires significant judgment in evaluating underlying significant assumptions including charter rates, utilization rates, operating costs and current vessel market values. The Company has not identified any events or changes in circumstances indicating that the carrying amount of the assets may not be recoverable for the year ended December 31, 2024. As discussed in Note 7 and Note 9, the total carrying value of the Company’s vessels, including right-of-use vessels, was $12,237.6 million as of December 31, 2024. F-1 Table of Contents We identified the assessment of indicators of impairment for vessels as a critical audit matter. A higher degree of subjective auditor judgment was required to assess the Company’s determination of whether an indicator of impairment existed, based on the Company’s evaluation of the significant assumptions. Changes in these significant assumptions could have changed the Company’s conclusion that no indicators of impairment were identified. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of an internal control over the Company’s impairment indicator assessment process related to the identification and evaluation of indicators of impairment and underlying significant assumptions. We evaluated significant assumptions used in the Company’s evaluation by comparing current charter rates to existing customer contracts and estimates of future charter rates to third-party industry publications for vessels with similar characteristics. We evaluated the Company’s anticipated future utilization rates and operating costs assumptions by comparing to the Company’s historical utilization rates and operating costs including impacts of inflation. For utilization rates, we also compared anticipated supply and demand conditions that would impact utilization to third party industry publications. We evaluated the Company’s assessment of current market values of vessels by comparing to recent vessel purchases and third- party industry publications. /s/ KPMG LLP Chartered Professional Accountants We have served as the Company’s auditor since 2000. Vancouver, Canada March 14, 2025 F-2 Table of Contents ATLAS CORP. Consolidated Balance Sheets (Expressed in millions of United States dollars, except number of shares and par value amounts) December 31, 2024 and 2023 2024 2023 Assets Current assets: Cash and cash equivalents $ 1,366.3 $ 385.3 Accounts receivable 76.5 49.8 Inventories 35.2 29.2 Prepaid expenses and other 33.9 23.6 Asset held for sale (note 7) 89.7 21.4 Net investment in lease (note 6) 53.2 33.7 Derivative instruments - current (note 22(c)) — 2.2 Current assets - discontinued operations (note 23) 81.9 137.2 1,736.7 682.4 Property, plant and equipment (note 7) 11,765.9 9,047.4 Vessels under construction (note 8) 605.4 1,315.0 Right-of-use assets (note 9) 480.3 434.8 Net investment in lease (note 6) 2,161.3 1,395.1 Goodwill (note 10) 75.3 75.3 Derivative instruments (note 22(c)) 97.4 85.2 Other assets (note 11) 235.9 278.9 Long term assets - discontinued operations (note 23) — 398.9 $ 17,158.2 $ 13,713.0 Liabilities and shareholders' equity Current liabilities: Accounts payable and accrued liabilities (note 20) $ 375.3 $ 299.4 Deferred revenue 75.6 70.9 Long-term debt - current (note 12) 103.6 129.4 Operating lease liabilities - current (note 13) 13.9 100.0 Finance lease liabilities - current (note 14) 409.4 66.5 Other financing arrangements - current (note 15) 491.7 298.5 Other liabilities - current (note 16) — 1.4 Current liabilities - discontinued operations (note 23) 124.2 117.7 1,593.7 1,083.8 Long-term debt (note 12) 2,743.7 3,161.4 Operating lease liabilities (note 13) 43.0 268.4 Other financing arrangements (note 15) 7,176.0 4,305.3 Derivative instruments (note 22(c)) — 1.3 Other liabilities (note 16) 398.2 163.5 Long term liabilities - discontinued operations (note 23) 3.1 16.5 Total liabilities 11,957.7 9,000.2 Cumulative redeemable preferred shares, $0.01 par value; 12,000,000 issued and outstanding (2023 – 12,000,000) (note 18 (e)) 296.9 296.9 Shareholders’ equity: Share capital (note 18): Preferred shares; $0.01 par value; 150,000,000 shares authorized (2023 – 150,000,000); 14,118,833 shares issued and outstanding (2023 – 14,118,833) Common shares; $0.01 par value; 400,000,000 shares authorized (2023 – 400,000,000); 204,328,277 shares issued and outstanding (2023 – 204,328,277) 1.9 1.9 Additional paid in capital 3,892.5 3,876.3 Retained earnings 1,025.3 554.8 Accumulated other comprehensive loss (16.1) (17.1) 4,903.6 4,415.9 $ 17,158.2 $ 13,713.0 Commitments and contingencies (note 21) Subsequent events (note 24) See accompanying notes to consolidated financial statements. F-3 Table of Contents ATLAS CORP. Consolidated Statements of Operations (Expressed in millions of United States dollars) Years ended December 31, 2024, 2023 and 2022 2024 2023 2022 Revenue (note 4) $ 2,300.1 $ 1,702.8 $ 1,543.0 Operating expenses: Operating expenses 421.6 347.3 309.3 Depreciation and amortization 508.0 375.1 327.4 General and administrative 72.2 85.3 80.1 Operating leases (note 13) 56.4 116.7 120.2 (Gain) Loss on sale (note 7) (2.6) (3.7) 3.9 1,055.6 920.7 840.9 Operating earnings 1,244.5 782.1 702.1 Other expenses (income): Interest expense 636.1 368.6 223.2 Interest income (18.9) (11.1) (5.9) Loss on debt extinguishment (note 12) 3.5 8.9 4.6 Income from equity investment (3.1) (3.9) (0.3) Gain on derivative instruments (note 22(c)) (44.6) (16.7) (120.6) Other expenses 7.4 19.8 23.7 580.4 365.6 124.7 Net earnings from continuing operations before income tax 664.1 416.5 577.4 Income tax expense (note 17) 1.4 2.0 2.0 Net earnings from continuing operations $ 662.7 $ 414.5 $ 575.4 Net earnings (loss) from discontinued operations (note 23) $ 9.6 $ (11.5) $ 46.9 Net earnings $ 672.3 $ 403.0 $ 622.3 See accompanying notes to consolidated financial statements. F-4 Table of Contents ATLAS CORP. Consolidated Statements of Comprehensive Income (Expressed in millions of United States dollars) Years ended December 31, 2024, 2023 and 2022 2024 2023 2022 Net earnings $ 672.3 $ 403.0 $ 622.3 Other comprehensive income: Amounts reclassified to net earnings during the period relating to cash flow hedging instruments (note 22(c)) 1.0 1.0 1.0 Comprehensive income $ 673.3 $ 404.0 $ 623.3 See accompanying notes to consolidated financial statements. F-5 Table of Contents ATLAS CORP. Consolidated Statements of Shareholders’ Equity and Cumulative Redeemable Preferred Shares (Expressed in millions of United States dollars, except number of shares and per share amounts) Years ended December 31, 2024, 2023 and 2022 Series J cumulative redeemable Number of common shares Number of preferred shares Common shares Preferred shares Additional paid-in capital Retained Earnings / (Deficit) Accumulated other comprehensive loss Total shareholders’ equity Shares Amount Balance, December 31, 2021, carried forward 12,000,000 $ 296.9 247,024,699 20,118,833 $ 2.1 $ 0.3 $ 3,526.8 $ 7.5 $ (19.1) $ 3,517.6 Impact of accounting policy change (note 2(s)) — — — — — — — (5.1) — (5.1) Adjusted balance, December 31, 2021 12,000,000 296.9 247,024,699 20,118,833 2.1 0.3 3,526.8 2.4 (19.1) 3,512.5 Net earnings — — — — — — — 622.3 — 622.3 Other comprehensive income — — — — — — — — 1.0 1.0 Issuance of common shares from unissued acquisition related equity consideration — — 92,444 — — — — — — — Exercise of Warrants (note 18(f)) — — 25,000,000 — 0.3 — 201.0 — — 201.3 Cancellation of Holdback Shares (note 5(a)) — — — — — — (27.3) (4.9) — (32.2) Issuance of common shares related to release of Holdback Shares (note 5(a)) — — 2,749,898 — — — — — — — Dividends on common shares — — — — — — — (137.6) — (137.6) Dividends on preferred shares (Series D - $2.00 per share; Series H - $1.96 per share; Series I - $2.00 per share; Series J - $1.76 per share) — — — — — — — (60.8) — (60.8) Shares issued through dividend reinvestment program — — 27,586 — — — 0.3 (0.4) — (0.1) Share-based compensation expense (note 19) — — 6,670,845 — 0.1 — 23.4 (1.0) — 22.5 Balance, December 31, 2022 12,000,000 $ 296.9 281,565,472 20,118,833 $ 2.5 $ 0.3 $ 3,724.2 $ 420.0 $ (18.1) $ 4,128.9 See accompanying notes to consolidated financial statements. F-6 Table of Contents ATLAS CORP. Consolidated Statements of Shareholders’ Equity and Cumulative Redeemable Preferred Shares (Continued) (Expressed in millions of United States dollars, except number of shares and per share amounts) Years ended December 31, 2024, 2023 and 2022 Series J cumulative redeemable Number of common shares Number of preferred shares Common shares Preferred shares Additional paid-in capital Retained earnings / (Deficit) Accumulated other comprehensive loss Total shareholders’ equity Shares Amount Balance, December 31, 2022, carried forward 12,000,000 $ 296.9 281,565,472 20,118,833 $ 2.5 $ 0.3 $ 3,724.2 $ 420.0 $ (18.1) $ 4,128.9 Net earnings — — — — — — — 403.0 — 403.0 Other comprehensive income — — — — — — — — 1.0 1.0 Issuance of common shares from unissued acquisition related equity consideration — — 727,351 — — — — — — — Exercise of Warrants (note 18(f)) — — 6,000,000 — — — 78.7 — — 78.7 Settlement of Exchangeable Notes — — — — — — (29.4) — — (29.4) Issuance / (redemption) of preferred shares (note 18) — — — (6,000,000) — (0.1) (149.9) — — (150.0) Adjustment to share-based compensation (note 19) — — — — — — (11.6) — — (11.6) Shares retired upon Merger and capital contribution from Poseidon (note 1) — — (84,171,724) — (0.8) — 246.5 — — 245.7 Shares of Poseidon Merger Sub, Inc. becoming shares of Atlas Corp upon Merger — — 1,000 — — — — — — — Dividends on common shares — — — — — — — (194.6) — (194.6) Dividends on preferred shares (Series D - $2.49 per share; Series H - $2.45 per share; Series I - $2.00 per share; Series J - $2.20 per share) — — — — — — — (73.2) — (73.2) Shares issued through dividend reinvestment program — — 6,178 — — — 0.1 (0.1) — — Share-based compensation expense (note 19) — — 200,000 — — — 17.7 (0.3) — 17.4 Balance, December 31, 2023 12,000,000 $ 296.9 204,328,277 14,118,833 $ 1.7 $ 0.2 $ 3,876.3 $ 554.8 $ (17.1) $ 4,415.9 See accompanying notes to consolidated financial statement. F-7 Table of Contents ATLAS CORP. Consolidated Statements of Shareholders’ Equity and Cumulative Redeemable Preferred Shares (Continued) (Expressed in millions of United States dollars, except number of shares and per share amounts) Years ended December 31, 2024, 2023 and 2022 Series J cumulative redeemable Number of common shares Number of preferred shares Common shares Preferred shares Additional paid-in capital Retained earnings/(Deficit) Accumulated other comprehensive loss Total shareholders’ equity preferred shares Shares Amount Balance, December 31, 2023, carried forward 12,000,000 $ 296.9 204,328,277 14,118,833 $ 1.7 $ 0.2 $ 3,876.3 $ 554.8 $ (17.1) $ 4,415.9 Net earnings — — — — — — — 672.3 — 672.3 Other comprehensive income — — — — — — — — 1.0 1.0 Dividends on common shares — — — — — — — (152.4) — (152.4) Dividends on preferred shares (Series D - $2.00 per share; Series H - $1.96 per share; Series J - $1.76 per share) — — — — — — — (48.9) — (48.9) Share-based compensation expense (note 19) — — — — — — 16.2 (0.5) — 15.7 Balance, December 31, 2024 12,000,000 $ 296.9 204,328,277 14,118,833 $ 1.7 $ 0.2 $ 3,892.5 $ 1,025.3 $ (16.1) $ 4,903.6 See accompanying notes to consolidated financial statement. F-8 Table of Contents ATLAS CORP. Consolidated Statements of Cash Flows (Expressed in millions of United States dollars) Years ended December 31, 2024, 2023 and 2022 2024 2023 2022 Cash from (used in): Operating activities: Net earnings from continuing operations $ 662.7 $ 414.5 $ 575.4 Items not involving cash: Depreciation and amortization 508.0 375.1 327.4 Change in right-of-use asset 48.3 92.2 98.1 Non-cash interest expense and accretion 49.2 29.2 18.6 Non-cash adjustment purchase option finance lease 4.1 30.1 — Unrealized change in derivative instruments (11.3) 19.5 (127.9) Amortization of acquired revenue contracts 9.6 38.6 12.4 Loss on debt extinguishment 3.5 8.9 4.6 Income from equity investment (3.1) (3.9) (0.3) (Gain) loss on sale (2.6) (3.7) 3.9 Other (9.9) (18.7) 17.9 Change in other operating assets and liabilities (note 20) 256.4 (42.0) (100.4) Cash from operating activities from continuing operations 1,514.9 939.8 829.7 Cash from operating activities from discontinued operations (note 23) 34.7 84.0 26.6 Investing activities: Expenditures for property, plant and equipment and vessels under construction (3,345.0) (2,997.0) (1,219.5) Receipt (Payment) on settlement of interest swap agreements 35.0 34.4 (12.7) Gain on foreign currency repatriation — — 0.1 Other assets and liabilities 29.1 81.0 265.7 Capitalized interest relating to newbuilds (41.8) (67.3) (46.2) Cash used in investing activities from continuing operations (3,322.7) (2,948.9) (1,012.6) Cash from (used in) investing activities from discontinued operations (note 23) 413.4 7.6 (10.0) Financing activities: Repayments of long-term debt and other financing arrangements (1,195.0) (1,457.3) (1,107.1) Issuance of long-term debt and other financing arrangements 3,816.9 3,608.7 1,367.4 Capital contribution from Poseidon — 245.7 — Capped call settlement — 25.3 — Proceeds from exercise of warrants — 78.7 201.3 Redemption of preferred shares — (150.0) — Payment of lease liabilities (54.7) (13.7) (16.6) Financing fees (26.8) (12.2) (15.0) Dividends on common shares (152.3) (148.0) (119.3) Dividends on preferred shares (48.9) (60.9) (60.8) Cash from financing activities from continuing operations 2,339.2 2,116.3 249.9 Cash used in financing activities from discontinued operations (note 23) (1.1) (101.9) (119.4) Increase in cash and cash equivalents from continuing operations 531.4 107.2 67.0 Increase (Decrease) in cash and cash equivalents from discontinued operations 447.0 (10.3) (102.8) Net increase (decrease) in cash and cash equivalents $ 978.4 $ 96.9 $ (35.8) Cash and cash equivalents and restricted cash, beginning of year 387.9 291.0 326.8 Cash and cash equivalents and restricted cash, end of year from continuing and discontinued operations $ 1,366.3 $ 387.9 $ 291.0 Supplemental cash flow information (note 20(b)) See accompanying notes to consolidated financial statements. F-9 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 1. General: Atlas Corp. (the “Company” or “Atlas”), a Republic of the Marshall Islands corporation, owns, leases and operates a fleet of vessels through its wholly owned subsidiary Seaspan Corporation (“Seaspan”). On March 28, 2023, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 31, 2022, by and among Atlas, Poseidon Acquisition Corp. (since renamed Poseidon Corp., “Poseidon”), an entity formed by certain affiliates of Fairfax Financial Holdings Limited (“Fairfax”), certain affiliates of the Washington Family (“Washington”), David Sokol, Chairman of the Board of Directors of the Company (the “Chairman”), Ocean Network Express Pte. Ltd., (“ONE”) and certain of their respective affiliates, and Poseidon Merger Sub, Inc., a wholly- owned subsidiary of Poseidon (“Merger Sub”), Merger Sub merged with and into the Company with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Poseidon (other than with respect to the Company’s preferred shares) (the “Merger”). Each common share outstanding prior to the Merger, other than common shares contributed to Poseidon immediately prior to the consummation of the Merger by Fairfax, Washington, the Chairman and the Company’s chief executive officer, was converted into the right to receive $15.50 per common share in cash. Atlas also owned, leased and operated power generation assets through its mobile power generation segment, APR Energy. On November 19, 2024, the Company (and certain of its subsidiaries) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) pursuant to which the Company agreed to sell to a third party purchaser and assume certain liabilities of the mobile power business including mobile gas turbines, balance- of-plant inventory and trademarks for an aggregate cash purchase price of $375,000,000 (“APR Asset Sale”). The APR Asset Sale closed on December 31, 2024 and APR Energy has been classified as a discontinued operation (note 23). 2. Significant accounting policies: (a) Basis of preparation: These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the following accounting policies have been consistently applied in the preparation of the consolidated financial statements. Comparative periods in the consolidated financial statements have been recast to reflect discontinued operations. (b) Principles of consolidation : The accompanying consolidated financial statements include the accounts of Atlas Corp. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. The Company also consolidates any variable interest entities (“VIEs”) of which it is the primary beneficiary. The primary beneficiary is the enterprise that has both the power to make decisions that most significantly affect the economic performance of the VIE and has the right to receive benefits or the obligation to absorb losses that in either case could potentially be significant to the VIE. The impact of the consolidation of these VIEs is described in note 15. The Company accounts for its investment in companies in which it has significant influence by the equity method. The Company’s proportionate share of earnings is included in earnings and added to or deducted from the cost of the investment. (c) Foreign currency translation: The functional and reporting currency of the Company is the United States dollar. Transactions involving other currencies are converted into United States dollars using the exchange rates in effect at the time of the transactions. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the United States dollar are translated into United States dollars using exchange rates at that date. Exchange gains and losses are included in net earnings. (d) Cash equivalents: Cash equivalents include highly liquid securities with terms to maturity of three months or less when acquired. F-10 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 2. Significant accounting policies (continued): (e) Inventories: Inventories consist primarily of spare parts and consumables. Inventories are stated at the lower of cost or net realizable value. Inventory cost is primarily determined using average or weighted average cost method, depending on the nature of the inventory. (f) Property, plant and equipment: Vessels Except as described below, vessels are recorded at their cost, which consists of the purchase price, acquisition and delivery costs, less accumulated depreciation. Vessels purchased from Seaspan’s predecessor upon completion of Seaspan’s initial public offering in 2005 were initially recorded at the predecessor’s carrying value. Depreciation is calculated on a straight-line basis over the estimated useful life of each vessel, which is 30 years from the date of completion. The Company calculates depreciation based on the estimated remaining useful life and the expected salvage value of the vessel. Vessels under construction Vessels under construction include deposits, installment payments, interest, financing costs, transaction fees, construction design, supervision costs, and other pre-delivery costs incurred during the construction period. Power generating equipment Power generating equipment are recorded at their cost, which represent their original cost at the time of purchase, less accumulated depreciation. Costs incurred to mobilize and install power-generating equipment pursuant to a contract for the provision of power generation services are recorded in property, plant and equipment and are depreciated on a straight-line basis over the non-cancellable lease term to which the power generating equipment relates. A summary of the useful lives used for calculating depreciation and amortization is as follows: Turbines 25 years Generators 15 years Transformers 15 years Property, plant and equipment that are held for use are evaluated for impairment when events or circumstances indicate that their carrying amounts may not be recoverable from future undiscounted cash flows. Such evaluations include the comparison of current and anticipated operating cash flows, assessment of future operations and other relevant factors. If the carrying amount of the property, plant and equipment exceeds the estimated net undiscounted future cash flows expected to be generated over the asset’s remaining useful life, the carrying amount of the asset is reduced to its estimated fair value. (g) Vessel dry-dock activities: Classification society rules require that vessels be dry-docked for inspection including planned major maintenance and overhaul activities for ongoing certification. The Company generally dry-docks its vessels once every five years. Dry-docking activities include the inspection, refurbishment and replacement of steel, engine components, electrical, pipes and valves, and other parts of the vessel. The Company uses the deferral method of accounting for dry-dock activities whereby capital costs incurred are deferred and amortized on a straight-line basis over the period until the next scheduled dry-dock activity. F-11 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 2. Significant accounting policies (continued): (h) Goodwill: Goodwill represents the excess of the purchase price of an acquired enterprise over the fair value assigned to assets acquired and liabilities assumed in a business combination. Goodwill is not amortized, but reviewed for impairment annually or more frequently if impairment indicators arise. When goodwill is reviewed for impairment, the Company may elect to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, the Company may bypass this step and use a fair value approach to identify potential goodwill impairment and, when necessary, measure the amount of impairment. The Company uses a discounted cash flow model to determine the fair value of reporting units, unless there is a readily determinable fair market value. (i) Asset retirement obligations: The Company records a provision and a corresponding long-lived asset for asset retirement obligations (“ARO”) when there is a legal obligation associated with the retirement of long-lived assets and the fair value of the liability can be reasonably estimated. The fair value of the ARO is measured using expected future cash flows discounted at the Company’s credit-adjusted risk-free interest rate. The liability is accreted up to the cost of retirement through interest expense over the non-cancellable lease term. The long-lived asset is depreciated straight- line over the same period. Changes in the amount or timing of the estimated ARO are recorded as an adjustment to the related asset and liability or to depreciation expense if the asset is fully depreciated. (j) Deferred financing fees: Deferred financing fees represent the unamortized costs incurred on issuance of the Company’s credit facilities and other financing arrangements and are presented as a direct deduction from the related debt liability when available. Amortization of deferred financing fees on credit facilities is provided on the effective interest rate method over the term of the facility based on amounts available under the facilities. Amortization of deferred financing fees on other financing arrangements is provided on the effective interest rate method over the term of the underlying obligation. Amortization of deferred financing fees is recorded as interest expense. (k) Revenue: Vessel leasing revenue The Company derives revenue from the charter of its vessels. Each charter agreement is evaluated and classified as an operating lease or financing lease based on the lease term, fair value associated with the lease and any purchase options or obligations. The assessment is done at lease commencement and reassessed only when a modification occurs that is not considered a separate contract. Charters classified as operating leases include a lease component associated with the use of the vessel and a non-lease component related to vessel management. Total consideration in the lease agreement is allocated between the lease and non-lease components based on their relative standalone selling prices. For arrangements where the timing and pattern of transfer to the lessee is consistent between the lease and non-lease components and the lease component, if accounted for separately, would be classified as an operating lease, the Company has elected to treat the lease and non-lease components as a single lease component. Revenue is recognized each day the vessels are on-hire, managed and performance obligations are satisfied. For charters that are classified as direct financing leases or sales-type leases, the present value of minimum lease payments and any unguaranteed residual value are recognized as net investment in lease. The discount rate used in determining the present values is the interest rate implicit in the lease. The lower of the fair value of the vessel based on information available at lease commencement date and the present value of the minimum lease payments computed using the interest rate implicit specific to each lease, represents the price, from which the carrying value of the vessel and any initial direct costs are deducted in order to determine the selling profit or loss. F-12 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 2. Significant accounting policies (continued): (k) Revenue (continued): Vessel leasing revenue (continued) For financing leases that are classified as direct financing leases, the unearned lease interest income including any selling profit and initial direct costs are deferred and amortized to income over the period of the lease so as to produce a constant periodic rate of return on the net investment in lease. Any selling loss is recognized at lease commencement date. For financing leases that are classified as sales-type leases, any selling profit or loss is recognized at lease commencement date. Initial direct costs are expensed at lease commencement date if the fair value of the vessel is different from its carrying amount. If the fair value of the vessel is equal to its carrying amount, initial direct costs are deferred and amortized to income over the term of the lease. Power generation revenue The Company also derives revenue from lease and service contracts that provide customers with comprehensive power generation services that include leasing of the power generation equipment, installation and dismantling services, operations and maintenance of the power generating equipment (“O&M”), operations monitoring and logistical support. The Company earns a fixed portion of revenue on these contracts by providing megawatt capacity to its customers. Each power equipment lease contract may, depending on its terms, contain a lease component, a non-lease component or both. Lease classification is determined on a contract-specific basis. Total consideration in contracts that include a lease component associated with the use of the power-generation equipment and a non-lease component related to O&M is allocated between the lease and non-lease components based on their relative standalone selling prices. For arrangements where the timing and pattern of transfer to the lessee is consistent between the lease and non-lease components and the lease component, if accounted for separately, would be classified as an operating lease, the Company has elected to treat the components as a single lease component. Revenue is recognized over the period in which the equipment is available to the customer for use and service is provided to the customer. Certain contracts provide for mobilization and decommissioning payments. Mobilization revenue received up front is deferred and recognized as revenue on a straight-line basis over the term of the contract. Decommissioning revenue is recognized ratably over the term of the contract, as it is earned. (l) Leases: Leases classified as operating leases, where the Company is the lessee, are recorded as lease liabilities based on the present value of minimum lease payments over the lease term, discounted using the lessor’s rate implicit in the lease for each individual lease arrangement or the Company’s incremental borrowing rate, if the lessor’s implicit rate is not readily determinable. The lease term includes all periods covered by renewal and termination options where the Company is reasonably certain to exercise the renewal options or not to exercise the termination options. Corresponding right-of-use assets are recognized consisting of the lease liabilities, initial direct costs and any lease incentive payments. Lease liabilities are drawn down as lease payments are made and right-of-use assets are depreciated over the term of the lease. Operating lease expenses are recognized on a straight-line basis over the term of the lease, consisting of interest accrued on the lease liability and depreciation of the right-of-use asset, adjusted for changes in index-based variable lease payments in the period of change. Lease payments on short-term operating leases with lease terms of 12 months or less are expensed as incurred. Transactions are accounted for as sale-leaseback transactions when control of the asset is transferred. For sale-leaseback transactions, where the Company is the seller-lessee, any gains or losses on sale are recognized upon transfer. F-13 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 2. Significant accounting policies (continued): (m) Derivative financial instruments: From time to time, the Company utilizes derivative financial instruments. All of the Company’s derivatives are measured at their fair value at the end of each period. Derivatives that mature within one year are classified as current. For derivatives not designated as accounting hedges, changes in their fair value are recorded in earnings. The Company’s hedging policies permit the use of various derivative financial instruments to manage interest rate risk. The Company had previously designated certain of its interest rate swaps as accounting hedges and applied hedge accounting to those instruments. By September 30, 2008, the Company de-designated all of the interest rate swaps it had accounted for as hedges to that date. Subsequent to their de-designation dates, changes in their fair value are recorded in earnings. (n) Income taxes: The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the anticipated future tax effects of temporary differences between the accounting basis and the tax basis of the Company’s assets and liabilities using the applicable jurisdictional tax rates. A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. The Company recognizes the tax benefits of uncertain tax positions only if it is more-likely-than-not that a tax position taken or expected to be taken in a tax return will be sustained upon examination by the taxing authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense in the Company's consolidated statements of operations. (o) Share-based compensation: The Company granted phantom share units, restricted shares, restricted stock units and stock options to certain of its officers, members of management and directors as compensation. Compensation cost was measured at the grant date fair values as follows: • Restricted shares, phantom share units and restricted stock units were measured based on the quoted market price of the Company’s common shares on the date of the grant. • Stock options were measured at fair value using the Black-Scholes model. The fair value of each grant is recognized on a straight-line basis over the requisite service period. The Company accounts for forfeitures in share-based compensation expense as they occur. If share compensation arrangements are amended such that they are considered an accounting modification, the Company determines whether there is a change in accounting classification and whether any additional compensation cost should be recognized. Liability based arrangements are re-measured at fair value each reporting period until settlement. F-14 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 2. Significant accounting policies (continued): (p) Fair value measurement: Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date. The hierarchy is broken down into three levels based on the observability of inputs as follows: • Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. • Level 2 — Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. • Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. (q) Use of estimates: The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the: • reported amounts of assets and liabilities; • disclosure of contingent assets and liabilities at the balance sheet dates; and • reported amounts of revenue and expenses during the reporting fiscal periods. Areas where accounting judgments and estimates are significant to the Company and where actual results could differ from those estimates, include, but are not limited to the: • assessment of property, plant and equipment useful lives; • expected salvage values; • recoverability of the carrying value of property, plant and equipment and intangible assets with finite lives which are subject to future market events; • recoverable value of goodwill; • fair values of assets acquired and liabilities assumed from business combination; • fair value of asset retirement obligations; and • fair value of interest rate swaps, other derivative financial instruments and contingent consideration asset. F-15 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 2. Significant accounting policies (continued): (r) Recently adopted accounting pronouncements: Segment Reporting In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07-Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU requires disclosure of: (i) significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss; (ii) an amount for other segment items by reportable segment and a description of its composition; and (iii) the title and position of the chief operating decision maker and an explanation of how the chief operating decision maker uses each reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. With adoption of ASU 2023-07, the Company has updated the segment disclosures in Note 3-Segment Reporting. Discontinuation of LIBOR The Company adopted ASU 2020-04, “Reference Rate Reform (Topic 848)”, prospectively to contract modifications. The guidance provides optional relief for the discontinuation of LIBOR resulting from rate reform. Contract terms that are modified due to the replacement of a reference rate are not required to be remeasured or reassessed under FASB’s relevant U.S. GAAP Topic. The election is available by Topic. The Company has elected to apply the optional relief for contracts under ASC 470, “Debt”, ASC 840 and 842, “Leases”, and ASC 815, “Derivatives and Hedging”. There was no impact to the Company's financial statements upon initial adoption. The LIBOR replacement modifications for Debt contracts were accounted for by prospectively adjusting the effective interest rate in the agreements. Existing lease and derivative contracts were not reassessed. Transition activities were focused on the conversion of existing LIBOR based contracts to the Secured Overnight Financing Rate (“SOFR”). Debt with conversion and other options Effective January 1, 2022, the Company adopted ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20)” (“ASU 2020-06”), using the modified retrospective method, whereby the cumulative effect adjustment was made as of the date of the initial application. Accordingly, financial information and disclosures in the comparative period were not restated. The impact of the adoption of ASU 2020-06 resulted in an adjustment of $5,073,000 to opening retained earnings at January 1, 2022 related to the unamortized debt discount that was initially recorded when the convertible notes were issued. Under ASU 2020-06, the accounting for convertible debt instruments is simplified by reducing the number of accounting models and circumstances when embedded conversion features are separately recognized. F-16 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 2. Significant accounting policies (continued): (s) Recent accounting pronouncements not yet adopted: In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to improve the transparency of income tax disclosures and includes enhanced requirements on the rate reconciliation, including specific categories that must be disclosed, and provides a threshold over which reconciling items must be disclosed. The amendments in the update also require annual disclosure of income taxes paid, disaggregated by federal, state, and foreign taxes, as well as any individual jurisdictions in which income taxes paid is greater than 5% of total income taxes paid. This is effective for annual periods beginning after December 15, 2024 and should be applied prospectively although retrospective application is permitted. The Company is evaluating the guidance to determine the impact it will have on its consolidated financial statements. In November 2024, FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (“ASU 2024-03”). The ASU requires entities to disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption; as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The amendment also requires disclosure of the total amount of selling expense and, in annual reporting periods, an entity’s definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027 and early adoption is permitted. The requirements will be applied prospectively with the option for retrospective application. The Company is evaluating the guidance to determine the impact it will have on its consolidated financial statements F-17 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 3. Segment reporting: Following the APR Asset Sale that closed on December 31, 2024, as described in note 1, Atlas has one reportable segment, vessel leasing. The Company’s vessel leasing segment owns and operates a fleet of vessels which are chartered primarily pursuant to long-term, fixed-rate charters. As a result of the APR Asset Sale, the Company excluded the mobile power generation segment (which owned and operated a fleet of power generation assets) for accounting purposes on December 31, 2024 and for the comparative periods. Refer to note 23 for disclosure on discontinued operations. The Company’s chief executive officer is the chief operating decision maker (“CODM”). The CODM monitors the operating results of the leasing businesses separately for the purpose of making decisions about resource allocation and performance assessment based on adjusted EBITDA, which is computed as net earnings before interest expense, income tax expense, depreciation and amortization expense, impairments, write-down and gains/losses on sale, gains/losses on derivative instruments, loss on debt extinguishment, other expenses and certain other items that the Company believes are not representative of its operating performance. The following table includes the Company’s selected financial information by segment: Year ended December 31, 2024 Vessel Leasing Elimination and Other Total Revenue $ 2,300.1 $ — $ 2,300.1 Operating expense 421.6 — 421.6 Depreciation and amortization expense 508.0 — 508.0 General and administrative expense 72.3 (0.1) 72.2 Operating lease expense 56.4 — 56.4 Gain on sale (2.6) — (2.6) Interest income (16.6) (2.3) (18.9) Interest expense 632.4 3.7 636.1 Income tax expense 1.4 — 1.4 Year ended December 31, 2023 Vessel Leasing Elimination and Other Total Revenue $ 1,702.8 $ — $ 1,702.8 Operating expense 347.3 — 347.3 Depreciation and amortization expense 375.1 — 375.1 General and administrative expense 85.4 (0.1) 85.3 Operating lease expense 116.7 — 116.7 Gain on sale (3.7) — (3.7) Interest income (9.5) (1.6) (11.1) Interest expense 364.6 4.0 368.6 Income tax expense 2.0 — 2.0 F-18 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 3. Segment reporting (continued): Year ended December 31, 2024 Year ended December 31, 2023 Vessel leasing adjusted EBITDA $ 1,749.2 $ 1,153.5 Total segment adjusted EBITDA 1,749.2 1,153.5 Eliminations and other (3.8) (3.9) Depreciation and amortization expense 508.0 375.1 Interest income (18.9) (11.1) Interest expense 636.1 368.6 Gain on derivative instruments (44.6) (16.7) Loss on debt extinguishment 3.5 8.9 Other expenses 7.4 19.8 Gain on sale (2.6) (3.7) Consolidated net earnings from continuing operations before taxes $ 664.1 $ 416.5 Total Assets December 31, 2024 December 31, 2023 Vessel Leasing $ 16,582.1 $ 13,105.8 Elimination and Other 494.2 71.1 Discontinued operations 81.9 536.1 $ 17,158.2 $ 13,713.0 Capital expenditures by segment Year ended December 31, 2024 Year ended December 31, 2023 Vessel leasing $ 3,345.0 $ 2,997.0 F-19 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 4. Revenue: The Company generates revenue by leasing and operating its fleet of vessels, largely through operating leases, direct financing leases and sales-type leases. Revenue disaggregated by segment and by type for the year ended December 31, 2024, December 31, 2023 and December 31, 2022 is as follows: Vessel Leasing 2024 2023 2022 Operating lease revenue $ 2,116.4 $ 1,598.7 $ 1,457.0 Interest income from leasing 163.5 84.0 73.8 Other 20.2 20.1 12.2 $ 2,300.1 $ 1,702.8 $ 1,543.0 Vessel leasing revenue includes both bareboat charter and time charter revenue. As at December 31, 2024, the minimum future revenues to be received on committed operating leases, interest income to be earned from direct financing leases and other revenue are as follows: Operating lease revenue Direct financing leases Total committed revenue 2025 $ 2,138.7 $ 180.1 $ 2,318.8 2026 2,005.3 175.1 2,180.4 2027 1,853.5 169.9 2,023.4 2028 1,471.2 164.5 1,635.7 2029 1,311.7 157.9 1,469.6 Thereafter 5,270.8 1,144.0 6,414.8 $ 14,051.2 $ 1,991.5 $ 16,042.7 Minimum future operating lease revenue includes payments from signed charter agreements that have not yet commenced. Minimum future interest income includes direct financing leases currently in effect. Minimum future revenues assume 100% utilization, extensions only at the Company’s unilateral option and no renewals. It does not include signed charter agreements on undelivered vessels. The Company’s revenue during the years was derived from the following customers: 2024 2023 2022 Customer A $ 397.4 $ 379.3 $ 454.8 Customer B 603.7 379.1 254.3 Customer C 248.4 236.0 241.7 Customer D 403.1 189.2 65.8 Other 647.5 519.2 526.4 $ 2,300.1 $ 1,702.8 $ 1,543.0 (1) (1) (1) (2) (1) (2) F-20 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 5. Related party transactions: The income or expenses with related parties relate to amounts paid to or received from individuals or entities that are associated with the Company or with the Company’s directors or officers and these transactions are governed by pre-arranged contracts. (a) Transactions with Fairfax: On February 28, 2020, in connection with the acquisition of APR Energy, Fairfax received common shares of Atlas as consideration for its equity interests in APR Energy and as settlement of indebtedness owing to Fairfax by APR Energy. In addition, Atlas reserved for issuance Holdback Shares for Fairfax. Fairfax remains a counterparty to certain indemnification and compensation arrangements related to the acquisition of APR Energy. In June 2022, 2,576,014 of the Holdback Shares were cancelled to cover losses related to certain indemnified claims that had been realized. The indemnification obligation related to the cash repatriation from a foreign jurisdiction expired in April 2022. Prior to the expiration of this indemnification, 92,444 Holdback Shares were issued in 2022. These Holdback Shares were released from the holdback of the minority sellers and purchased by Fairfax. Upon expiration of this indemnification, the remaining Holdback Shares of 2,749,898 were released and issued to the minority sellers in June 2022. Prior to the expiration of this indemnification, Fairfax paid $6,265,000 during the year ended December 31, 2022. In March 2023, in relation to the expiry of an indemnification obligation, 727,351 common shares reserved in treasury were issued out of Holdback Shares to the APR sellers. Following the expiration of this indemnification obligation, all Holdback Shares have been released. During the year ended December 31, 2024, the Company received $42,457,000 (2023 - $3,836,000; 2022 - $5,239,000) from Fairfax for the settlement of an indemnification related to losses realized on sale or disposal of certain property, plant and equipment and inventory items. As at December 31, 2024, Fairfax remains a counterparty to certain indemnification and compensation arrangements related to the acquisition of APR Energy recorded as Acquisition Related Assets (note 23). In January 2023, Fairfax exercised warrants to purchase 6,000,000 common shares of Atlas for gross aggregate proceeds to the Company of $78,700,000. Following this exercise, Fairfax has no outstanding warrants. For the year ended December 31, 2024, the dividends paid on Series J Preferred Shares were $21,000,000 (2023 - $21,000,000; 2022 - $21,000,000). (b) Transactions with ONE: During the year ended December 31, 2024, the Company earned revenue of $603,688,000 (2023 - $312,768,000) from ONE in connection with the time charter of 44 vessels and management of two vessels as described below. In August 2024, the Company entered into shipbuilding contracts for the construction of six 13,000 TEU newbuild containership vessels. Five of these contracts were novated to ONE in September 2024. In September 2024, the Company entered into an agreement with ONE to form a joint venture company in Singapore named ONESEA Solutions Pte. Ltd. (“ONESEA”). ONESEA provides ship management services for vessels owned by ONE and vessels chartered by ONE from vessel owners (including vessels owned by the Company). On November 15, 2024, the Company received regulatory approval and completed its investment in ONESEA. Upon completion of the transaction, the Company and ONE each own 50% of the outstanding common shares of ONESEA. As at December 31, 2024, the Company has invested $1,500,000 (2023 - nil) in ONESEA. During the year ended December 31, 2024, the Company incurred $622,000 in costs payable to ONESEA for the management of its vessels. As at December 31, 2024, ONESEA manages two vessels for the Company. F-21 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 5. Related party transactions (continued): (b) Transactions with ONE (continued): In September 2024, the Company entered into a crewman agreement with ONE and provides crew management services for certain vessels managed by ONESEA. During the year ended December 31, 2024, the Company earned revenue of $1,416,000 and incurred expenses of $1,371,000 in connection with the crew management of the vessels. Pursuant to a ship management agreement which ended upon the formation of ONESEA, the Company managed the ship operations of two vessels for ONE. During the year ended December 31, 2024, the Company earned revenue of $2,278,000 (2023 – $1,154,000) and incurred expenses of $2,089,000 (2023 – $1,182,000) in connection with the ship management of the vessels. (c) Transactions with Zhejiang Energy Group JV: In March 2021, the Company entered into a joint venture with Zhejiang Energy Group (“ZE”) and executed a shareholders’ agreement with ZE to form the joint venture (“ZE JV”). The Company owns 50% of the ZE JV. The purpose of the joint venture is to develop business in relation to container vessels, LNG vessels, environmental protection equipment, and power equipment supply. Pursuant to ship management agreements, the Company manages the ship operations of the vessels owned by the ZE JV. During the year ended December 31, 2024, the Company earned revenue of $10,778,000 (2023 – $10,839,000) and incurred expenses of $10,178,000 (2023 – $9,759,000) in connection with the ship management of the vessels. As at December 31, 2024, the Company has invested $1,000,000 (2023 – $1,000,000) in the ZE JV. During the year ended December 31, 2024, the Company entered into agreements with the ZE JV to purchase equipment for vessel upgrades and incurred $14,347,000 (2023 - $32,322,000) under these agreements. (d) Transactions with Poseidon: Poseidon is the ultimate parent company of Atlas following the closing of the Merger as described in note 1. During the year ended December 31, 2024, Atlas declared dividends of $152,365,000 (2023 - $124,670,000) to Poseidon. As at December 31, 2024, $38,119,000 of the dividends declared remains outstanding. 6. Net investment in lease: 2024 2023 Undiscounted lease receivable $ 4,223.3 $ 2,706.5 Unearned interest income (2,008.8) (1,277.7) Net investment in lease $ 2,214.5 $ 1,428.8 2024 2023 Net investment in lease $ 2,214.5 $ 1,428.8 Current portion of net investment in lease (53.2) (33.7) Long-term portion of net investment in lease $ 2,161.3 $ 1,395.1 During the year ended December 31, 2024, the Company accepted delivery of seven vessels (2023 - four), each of which commenced an 18-year fixed rate bareboat charter upon delivery. The bareboat charters have been classified as a sales-type lease and no gain or loss was recognized on the commencement dates. F-22 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 6. Net investment in lease (continued): At December 31, 2024, the undiscounted minimum cash flow related to lease receivable on direct financing leases are as follows: 2025 $ 238.0 2026 238.0 2027 238.0 2028 238.7 2029 238.0 Thereafter 3,032.6 $ 4,223.3 7. Property, plant and equipment: December 31, 2024 Cost Accumulated depreciation Net book value Vessels $ 15,194.7 $ (3,437.0) $ 11,757.7 Equipment and other 18.1 (9.9) 8.2 Property, plant and equipment $ 15,212.8 $ (3,446.9) $ 11,765.9 December 31, 2023 Cost Accumulated depreciation Net book value Vessels $ 12,072.4 $ (3,028.5) $ 9,043.9 Equipment and other 11.1 (7.6) 3.5 Property, plant and equipment $ 12,083.5 $ (3,036.1) $ 9,047.4 During the year ended December 31, 2024, depreciation and amortization expense relating to property, plant and equipment was $429,650,000 (2023 – $320,286,000; 2022 – $282,467,000). Vessel sales and deliveries During the year ended December 31, 2023, the Company entered into agreements to sell two 4,250 TEU vessels for gross proceeds of $43,250,000, resulting in a net gain on sale of $920,000. During the year ended December 31, 2023, the Company completed the purchase of two secondhand 8,100 TEU vessels from ONE for an aggregate purchase price of $54,400,000. During the year ended December 31, 2024, the Company completed the sale of two 4,250 TEU vessels for gross proceeds of $50,800,000, resulting in a net gain on sale of $12,911,000. One of these vessels was classified as an asset held for sale at December 31, 2023. During the year ended December 31, 2023, the Company took delivery of 18 newbuild vessels. The vessels range in size from 7,000 to 15,500 TEU and each commenced a long-term charter upon delivery. The aggregate purchase price for the newbuild vessels delivered during the year ended December 31, 2023 was $2,118,139,000. During the year ended December 31, 2024, the Company took delivery of 28 newbuild vessels. The vessels range in size from 7,000 to 15,500 TEU and each commenced a long-term charter upon delivery. The aggregate purchase price for the newbuild vessels delivered during the year ended December 31, 2024 was $2,878,663,000. In January 2025, the Company entered into an agreement to sell two 8,500 TEU vessel for gross proceeds $90,000,000, subject to closing conditions. As at December 31, 2024 these vessels were classified as assets held for sale and upon reclassification, the Company recognized an aggregate loss on sale of $10,336,000 for the two vessels. The sale for one vessel was completed in February 2025. F-23 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 8. Vessels under construction As at December 31, 2024, the vessels under construction balance includes $38,436,000 of capitalized interest for the year ended December 31, 2024 (2023 – $66,628,000). In October 2023, the Company entered into shipbuilding contracts for the construction of eight 10,800 CEU dual-fuel liquefied natural gas PCTC newbuilds. Of the eight shipbuilding contracts, two were novated to a customer in February 2024. In relation to two of the remaining six newbuilds, the Company provided an option to the customer to novate the shipbuilding contracts in respect of such newbuilds or enter into a long term charter with the Company upon delivery of such newbuilds to the Company, and in February 2024, the customer decided to novate the contracts. In March 2024, the Company entered into shipbuilding contracts for the construction of two 10,800 CEU dual-fuel liquefied natural gas PCTC newbuilds. Each vessel will commence a long-term charter upon delivery. In June 2024, the Company entered into shipbuilding contracts for the construction of 27 newbuild containership vessels, ranging between 9,000 and 17,000 TEU. Four of these contracts were immediately novated to a customer. 13 of these contracts were thereafter novated to certain nominees and upon delivery, these 13 newbuilds will be chartered by the Company from such nominees under bareboat charters. The vessels will be delivered in 2027 and 2028 and each vessel will commence a long term charter upon delivery. In August 2024, the Company entered into shipbuilding contracts for the construction of six 13,000 TEU newbuild containership vessels. Five of these contracts were novated to a customer in September 2024. The remaining vessel will be delivered in 2028 and commence a long term charter upon delivery. In October 2024, the Company entered into shipbuilding contracts for six 13,600 TEU scrubber-fitted newbuild containerships. Each vessel will commence a long-term charter upon delivery. 9. Right-of-use assets: December 31, 2024 Cost Accumulated amortization Net book value Vessel operating leases $ 112.5 $ (57.3) $ 55.2 Other operating leases 9.5 (9.1) 0.4 Vessel finance leases 435.2 (10.5) 424.7 Right-of-use assets $ 557.2 $ (76.9) $ 480.3 December 31, 2023 Cost Accumulated amortization Net book value Vessel operating leases $ 740.8 $ (376.4) $ 364.4 Other operating leases 9.5 (7.7) 1.8 Vessel finance leases 69.1 (0.5) 68.6 Right-of-use assets $ 819.4 $ (384.6) $ 434.8 Finance leases relate to purchase options exercised by the Company under existing lease financing arrangements at pre-determined purchase prices. During the year ended December 31, 2024, the Company exercised purchase options for seven vessels (2023 - one) with an aggregate purchase price of $387,400,000 (2023 - $61,600,000). As at December 31, 2024, the purchase of these vessels is expected to complete during 2025. During the year ended December 31, 2024, the amortization in right-of-use assets was $48,200,000 (2023 - $92,100,000; 2022 - $98,100,000, respectively). F-24 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 10. Goodwill: 2024 2023 Goodwill $ 75.3 $ 75.3 11. Other assets: 2024 2023 Intangible assets $ 26.5 $ 38.9 Deferred dry-dock 167.1 166.0 Deferred financing fees on undrawn financings 6.3 28.1 Other 36.0 45.9 Other assets $ 235.9 $ 278.9 (a) Intangible assets: December 31, 2024 Cost Accumulated Amortization Net book value Customer contracts $ 129.9 $ (114.4) $ 15.5 Other 31.7 (20.7) 11.0 $ 161.6 $ (135.1) $ 26.5 December 31, 2023 Cost Accumulated Amortization Net book value Customer contracts $ 129.9 $ (104.7) $ 25.2 Other 28.7 (15.0) 13.7 $ 158.6 $ (119.7) $ 38.9 Acquired customer contracts are amortized on a straight-line basis over their remaining useful lives. As of December 31, 2024, the weighted average remaining useful lives of acquired customer contracts was two years (2023 – two years; 2022 – three years). During the year ended December 31, 2024, the Company recorded $15,400,000 of amortization related to intangible assets (2023 – $16,798,000; 2022 – $21,800,000). Future amortization of intangible assets is as follows: 2025 $ 9.8 2026 4.6 2027 2.7 2028 1.6 2029 1.0 Thereafter 6.8 $ 26.5 (a) (b) (c) F-25 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 11. Other assets (continued): (b) Deferred dry-dock: During the years ended December 31, 2024 and 2023, changes in deferred dry-dock were as follows: December 31, 2022 $ 86.9 Costs incurred 124.4 Vessel Sales (6.9) Amortization expensed (38.4) December 31, 2023 166.0 Costs incurred 54.0 Vessel sales (2.3) Amortization expensed (50.6) December 31, 2024 $ 167.1 Includes one vessel classified as asset held for sale as at December 31, 2023. Amortization of dry-docking costs is included in depreciation and amortization. (c) Deferred financing fees on undrawn financings The Company has entered into financing arrangements for certain of its vessels under construction. As the financing arrangements are undrawn as at December 31, 2024, the amounts incurred have been capitalized and recorded as long-term asset. As the financing is drawn, the amounts are reclassified and presented as a direct deduction from the related debt liability. 12. Long term debt: December 31, 2024 December 31, 2023 Long-term debt: Revolving credit facilities $ — $ 320.0 Term loan credit facilities 1,071.7 1,175.6 Senior unsecured notes 802.4 828.1 Senior unsecured exchangeable notes — — Senior Secured Notes 1,000.0 1,000.0 2,874.1 3,323.7 Deferred financing fees (26.8) (32.9) Long-term debt 2,847.3 3,290.8 Current portion of long-term debt (103.6) (129.4) Long-term debt $ 2,743.7 $ 3,161.4 (a) Revolving credit facilities: As at December 31, 2024, the Company had two revolving credit facilities available (2023 – three revolving credit facilities) which provided for aggregate borrowings of up to $700,000,000 (2023 – $700,000,000), of which $700,000,000 (2023 – $380,000,000) was undrawn. The revolving facilities bear interest at SOFR plus a margin. As at December 31, 2024, the Company had an existing revolving credit facility with a borrowing capacity of $400,000,000 with a maturity date of May 2026. (1) (2) (2) (1) (2) (a) (d) (b) (d) (e) (f) (c) F-26 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 12. Long term debt (continued): (a) Revolving credit facilities (continued): In March 2024, the Company amended and extended an existing revolving credit facility to increase the borrowing capacity by $50,000,000 to $300,000,000, and extended the maturity date from February 2025 to March 2027. The Company is subject to commitment fees ranging between 0.45% and 0.5% (2023 – 0.45% and 1.0%) calculated on the undrawn amounts under the various facilities. (b) Term loan credit facilities: As at December 31, 2024, the Company has entered into $1,149,716,000 (2023 – $2,367,516,000) of term loan credit facilities, of which $78,031,000 (2023 – $1,191,936,000) was undrawn. In October 2021, the Company entered into a $633,088,000 term loan credit facility for eight vessels, which bore an initial interest rate of three month LIBOR plus 1.4% margin. Upon delivery of each vessel, the Company transitioned the financing under the term loan credit facility related to each vessel with a sale-leaseback arrangement (Note 15 (xiii)). During the year ended December 31, 2022, five vessels were delivered and during the year ended December 31, 2023, an additional three vessels were delivered. As a result, the remaining term loan credit financing available is nil as of December 31, 2024. In December 2021, the Company entered into a $1,077,137,000 term loan credit facility for ten vessels, which bore an initial interest rate of three month LIBOR plus 3.39% margin. Upon delivery of each vessel, the Company transitioned the financing under the term loan credit facility related to each vessel with a sale-leaseback arrangement (Note 15 (xiv)). During the year ended December 31, 2023, seven vessels were delivered and during the year ended December 31, 2024, an additional three of the vessels were delivered. As a result, the remaining term loan credit financing available is nil as of December 31, 2024. In May 2022, the Company voluntarily prepaid a term loan facility with an outstanding balance of $100,000,000. In June 2022, the Company entered into an amended and restated credit facility which comprises a $50,000,000 revolving credit facility and a $108,000,000 term loan facility (note 12(a)). In October 2023, the Company early repaid $89,250,000 under this term loan credit facility. In August 2022, the Company voluntarily prepaid $240,000,000 of a term loan facility under its vessel portfolio financing program. F-27 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 12. Long term debt (continued): (b) Term loan credit facilities (continued): In October 2022, the Company entered into a $1,170,918,000 term loan credit facility for fifteen vessels, which bears an initial interest rate of daily SOFR plus 1.4% margin. Upon delivery of each vessel, the Company transitioned the financing under the term loan credit facility related to each vessel with a sale-leaseback arrangement (Note 15 (xv)). During the year ended December 31, 2023, three vessels were delivered and during the year ended December 31, 2024, an additional eleven vessels were delivered. As a result, the remaining term loan credit financing available for the remaining one vessel is $78,031,000, which is undrawn as of December 31, 2024. In March 2023, the Company entered into amended and restated senior secured loan facilities which (i) increased the commitments under the bank loan facilities by $250,000,000, of which $200,000,000 was drawn immediately and $50,000,000 of which was drawn in September 30, 2023, (ii) increased the amount of total borrowing permitted relative to total assets from 65% to 75%, (iii) replaced the LIBOR with the SOFR as the reference interest rate, and (iv) extended the maturities of tranches due in 2026 and 2027 by approximately two years. Term loan credit facilities drawn mature between March 3, 2028 and January 21, 2030. For the Company’s floating rate term loan credit facilities, interest is calculated based on three month or six month SOFR, plus a margin per annum, dependent on the interest period selected by the Company. The three month and six month average benchmark rate was 4.5% and 5.1%, respectively (2023 – 5.4% and 5.4%, respectively). The margins ranged between 1.9% and 2.4% as at December 31, 2024 (2023 – 1.9% and 2.4%). The weighted average rate of interest, including the applicable margin, was 6.5% at December 31, 2024 (2023 – 7.4%) for term loan credit facilities. Interest payments are made in monthly, quarterly or semi-annual payments. Principal repayments under term loan credit facilities are made in quarterly or semi-annual payments. For those related to newbuild containerships, payments commence three, six or thirty-six months after delivery of the associated newbuild containership, utilization date or the inception date of the term loan credit facilities. The Company is subject to commitment fees at 0.49% (2023 – 0.44% and 0.49%) calculated on the undrawn amounts under the various facilities. The following is a schedule of future minimum repayments under our term loan credit facilities as of December 31, 2024: 2025 $ 103.9 2026 103.9 2027 103.9 2028 444.0 2029 311.6 Thereafter 4.4 $ 1,071.7 F-28 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 12. Long term debt (continued): (c) Senior Secured Notes: In May 2021, the Company entered into a note purchase agreement to issue $500,000,000 of sustainability-linked, senior secured notes in a US private placement. The senior secured notes comprise four series, each ranking pari passu with the Company’s existing and future debt financing program. The Series A, Series C and Series D senior secured notes were issued in May 2021, with interest rates ranging from 3.91% to 4.26% and maturities from June 2031 to June 2036. The Series B senior secured notes, which bear interest at 3.91% per annum and mature in 2031, were issued in August 2021. The senior secured notes contain certain sustainability features, and are subject to adjustment based on Seaspan’s achievements relative to certain key performance indicators. On May 17, 2022, the Company entered into a note purchase agreement to issue, in a private placement, $500,000,000 aggregate principal amount of fixed-rate, sustainability-linked senior secured notes. The notes comprise three series, with interest rates ranging from 5.15% to 5.49% and maturities ranging from September 5, 2032 to September 5, 2037. The notes were issued and proceeds received on August 3, 2022. (d) Credit facilities – other: As at December 31, 2024, the Company’s credit facilities were secured by first-priority mortgages granted on 50 of its vessels together with other related security. The security for each of the Company’s current secured credit facilities includes: • A first priority mortgage on collateral assets; • An assignment of the Company’s lease agreements and earnings related to the related collateral assets; • An assignment of the insurance policies covering each of the collateral assets that are subject to a related mortgage and/or security interest; • An assignment of the Company’s related shipbuilding contracts and the corresponding refund guarantees; • A pledge over shares of various subsidiaries; and • A pledge over the related retention accounts. As at December 31, 2024, $1,423,284,000 principal amount of indebtedness under the Company’s term loan and revolving credit facilities, together with $1,000,000,000 of sustainability-linked fixed rate notes with maturities from June 2031 to September 2037, was secured by a portfolio of 48 vessels, the composition of which can be changed, and is subject to a borrowing base and portfolio concentration requirements, as well as compliance with financial covenants and certain negative covenants. The Company may prepay certain amounts outstanding without penalty, other than breakage costs in certain circumstances. A prepayment may be required as a result of certain events, including change of control and, where applicable, the sale or loss of assets or a termination or expiration of certain lease agreements (and the inability to enter into a lease replacing the terminated or expired lease suitable to lenders within a specified period of time). The amount that must be prepaid may be calculated based on the loan to market value. In these circumstances, valuations of the Company’s assets are conducted on a “without lease” and/or “orderly liquidation” basis as required under the credit facility agreement. Each credit facility contains a mix of financial covenants requiring the borrower and/or guarantor of the facility to maintain minimum liquidity, tangible net worth, interest and principal coverage ratios, and debt-to-assets ratios, as defined. Each of Atlas and Seaspan are guarantors under certain facilities. Some of the facilities also have an interest and principal coverage ratio, debt service coverage and vessel value requirement for the subsidiary borrower. The Company was in compliance with these covenants as at December 31, 2024. F-29 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 12. Long term debt (continued): (e) Senior unsecured notes: In February 2021, the Company issued $200,000,000 of 6.5% senior unsecured sustainability-linked bonds in the Nordic bond market (“2024 Bonds”). In April 2021, the Company issued a further $300,000,000 of senior unsecured sustainability-linked bonds in the Nordic bond market (the “2026 Bonds” and together with the 2024 Bonds, the “Bonds”). The Bonds were to mature in February 2024 and April 2026, respectively, and bear interest at 6.5% per annum. If the sustainability performance targets are not met during the term of the Bonds, the Bonds will be settled at maturity at 100.5% of the initial principal. The Bonds were listed on the Oslo Stock Exchange. As a result of the Merger (note 1), the Company’s common shares were de-listed on April 10, 2023 (the “De-listing”). The Company has notified the holders of the 6.5% senior unsecured sustainability-linked bonds due 2024 (the “2024 NOK Bonds”) and the 6.5% senior unsecured sustainability- linked bonds due 2026 (the “2026 NOK Bonds”) of this de-listing event and that each holder of the 2024 NOK Bonds and the 2026 NOK Bonds had a right to require the Company to purchase all or some of the bonds held by such holder (a “NOK Put Option”) at a price equal to 101% of the principal amount plus accrued interest. Each holder could exercise a NOK Put Option during the exercise period which ended on May 3, 2023. On May 10, 2023, the Company repurchased $179,400,000 of 2024 NOK Bonds and $294,900,000 of the 2026 NOK Bonds. In each case, the Company purchased 2024 and 2026 NOK Bonds from holders who exercised their NOK Put Options, at a purchase price equal to 101% of the principal amount plus accrued interest for a total payment of $482,706,000. The remaining 2024 NOK Bonds totaling $20,600,000 matured on February 5, 2024. On May 22, 2023, as a result of having repurchased more than 90% of the outstanding 2026 NOK Bonds, the Company exercised its option to repurchase all remaining outstanding 2024 and 2026 NOK Bonds from holders. The repurchase, requiring a payment of $25,700,000, occurred on February 5, 2024. In May 2021, the Company exchanged an aggregate principal amount of $52,199,000 7.125% senior notes due 2027 of its wholly owned subsidiary, Seaspan Corporation (the “Seaspan Notes”), for an equivalent amount of its 7.125% senior notes due 2027 (the “Atlas Notes”), registered under the Securities Act of 1933, as amended, and listed on the Nasdaq Global Market. In July 2021, the Company exchanged an additional $151,000 of Seaspan Notes for Atlas Notes, and redeemed all remaining Seaspan Notes. On July 14, 2021, the Company issued $750,000,000 of senior unsecured notes. These notes mature in 2029 and accrue interest at 5.5% per annum, payable semi-annually beginning on February 1, 2022. The notes are a blue transition bond developed to further the Company’s sustainability efforts. (f) Senior Unsecured Exchangeable Notes: On December 21, 2020, the Company, through its wholly-owned subsidiary, Seaspan Corporation issued $201,250,000 aggregate principal amount of 3.75% exchangeable senior unsecured notes due 2025 (the “Exchangeable Notes”) in a private placement. The holders may require the Company to redeem the Exchangeable Notes held by them upon the occurrence of certain corporate events qualifying as a fundamental change in the business. The Merger (note 1) and subsequent de-listing of the Company’s common shares on April 10, 2023 constituted a “Make-Whole Fundamental Change” under the terms of the Exchangeable Notes. On March 28, 2023, the Company entered into a supplemental indenture providing the holders of the Exchangeable Notes the right to exchange each $1,000 principal amount of such Exchangeable Note into a number of units based on a defined exchange rate. In connection with the Make-Whole Fundamental Change, each holder had the right, at its option, to exchange all or any portion of its Exchangeable Notes at any time from during the make-whole exchange period at an increased exchange rate on account of a Make-Whole Fundamental Change. During the make-whole exchange period, which ended on May 22, 2023, all of the outstanding Exchangeable Notes were exchanged by the Holders representing a total settlement of $253,139,000. F-30 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 12. Long term debt (continued): (f) Senior Unsecured Exchangeable Notes (continued): Capped Call Transactions In connection with the issuance of the Exchangeable Notes, the Company entered into capped call transactions with affiliates of certain of the initial purchasers of the Exchangeable Notes and other financial institutions, using $15,536,000 in proceeds from the issuance, to reduce the potential dilution to Atlas common shares upon any exchange of notes and/or offset any cash payments the Company was required to make upon exchange of the Exchangeable Notes, in excess of the principal amount. They may have been settled in cash, shares, or a combination of cash and shares as determined by the settlement method of the Exchangeable Notes, at a strike price with underlying shares equal to that of the Exchangeable Notes and subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes. The capped calls were exercisable up to a maximum price of $17.85 per share, subject to certain adjustments. The instruments were to expire on December 15, 2025. In connection with the exchange of the Exchangeable Notes, the Company terminated all capped call transactions entered into concurrently with the issue of Exchangeable Notes. 13. Operating lease liabilities: December 31, 2024 December 31, 2023 Operating lease commitments $ 63.9 $ 421.5 Impact of discounting (5.6) (37.9) Impact of changes in variable rates (1.4) (15.2) Operating lease liabilities 56.9 368.4 Current portion of operating lease liabilities (13.9) (100.0) Operating lease liabilities $ 43.0 $ 268.4 Operating lease liabilities relate to vessel sale-leaseback transactions and other operating leases. Vessel sale-leaseback transactions under operating lease arrangements are in part, indexed to three month SOFR rate, reset on a quarterly basis. During the year ended December 31, 2024, the Company purchased one of the vessels under operating lease for $61,600,000 prior to the end of the lease term. For the remaining lease arrangements, the lease may be terminated prior to the end of the lease term, at the option of the Company, by repurchasing the respective vessels on a specified repurchase date at a pre-determined fair value amount. Each sale-leaseback transaction contains financial covenants requiring the Company to maintain certain tangible net worth, interest coverage ratios and debt-to-assets ratios, as defined. These vessels are leased to customers under time charter arrangements. F-31 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 13. Operating lease liabilities (continued): Operating lease costs related to vessel sale-leaseback transactions and other leases are summarized as follows: December 31, 2024 December 31, 2023 Lease costs: Operating lease costs $ 61.6 $ 115.1 Variable lease adjustments (2.4) 4.7 Other information: Operating cash outflow used for operating leases 47.2 113.3 Weighted average discount rate 5.4 % 4.8 % Weighted average remaining lease term 4 years 4 years The weighted average discount rate is based on a fixed rate at the time the lease was entered into and is adjusted quarterly as each lease payment is made. 14. Finance lease liabilities: December 31, 2024 December 31, 2023 Finance lease liabilities $ 409.4 $ 66.5 Current portion of finance lease liabilities (409.4) (66.5) Long-term finance lease liabilities $ — $ — During the year ended December 31, 2023, the Company exercised its option under an existing lease financing arrangement to purchase one 14,000 TEU vessel. The purchase was completed in December 2024 at the pre-determined purchase price of $61,600,000. During the year ended December 31, 2024, the Company exercised options under existing lease financing arrangements to purchase seven vessels ranging in size from 10,000 to 14,000 TEU for pre-determined purchase price of $42,000,000 to $61,600,000. Each of the seven purchases are expected to be completed during 2025. As at December 31, 2024, the total remaining commitments related to financial liabilities of these vessels were approximately $422,361,000 (2023 – $70,701,000), including imputed interest of $12,964,000 (2023 – $4,242,000), repayable through 2025. The weighted average interest rate on obligations related to finance leases as at December 31, 2024 was 6.7%. 15. Other financing arrangements: December 31, 2024 December 31, 2023 Other financing arrangements $ 7,751.8 $ 4,656.5 Deferred financing fees (84.1) (52.7) Other financing arrangements 7,667.7 4,603.8 Current portion of other financing arrangements (491.7) (298.5) Other financing arrangements $ 7,176.0 $ 4,305.3 The Company, through certain of its wholly-owned subsidiaries, has entered into non-recourse or limited recourse sale-leaseback arrangements with financial institutions to fund the acquisition of vessels. Under these arrangements, the Company has agreed to transfer the vessels to the counterparties and lease the vessels back from the counterparties over the applicable lease term as a financing lease arrangement. In the arrangements where the shipbuilding contracts are novated to the counterparties, the counterparties assume responsibility for the remaining payments under the shipbuilding contracts. (1) (1) F-32 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 15. Other financing arrangements (continued): In certain of the arrangements, the counterparties are companies whose only assets and operations are to hold the Company’s leases and vessels. The Company operates the vessels during the lease term, supervises the vessels’ construction before the lease term begins, if applicable, and/or is required to purchase the vessels from the counterparties at the end of the lease term. As a result, in most cases, the Company is considered to be the primary beneficiary of the counterparties and consolidates the counterparties for financial reporting purposes. In all cases, these arrangements are considered failed-sales. The vessels are recorded as an asset and the obligations under these arrangements are recorded as a liability. The terms of the leases are as follows: (i) Leases for five 11,000 TEU vessels: Under these arrangements, the counterparty has provided financing of $420,750,000. The 17-year lease terms began between August 2017 and January 2018, which were the vessels’ delivery dates. At delivery, the Company sold and leased the vessels back over the term of the sale-leaseback transactions. At the end of the lease terms, the Company is obligated to purchase the vessels at a pre-determined purchase price. In October 2020, the Company made a prepayment of $71,084,000 on the remaining principal balance of one of the 11,000 TEU vessels under sales-leaseback financing arrangement (note 15(v)). Lease payments include interest components based on three month SOFR plus a margin ranging from 2.10% to 2.65%. In January 2021, the Company made a payment of $69,166,000 to early terminate a sale-leaseback financing arrangement secured by one 11,000 TEU vessel. In March 2021, the Company entered into a new sale-leaseback financing arrangement of $83,700,000, secured by the same 11,000 TEU vessel. (ii) Leases for four 12,000 TEU vessels: Under these arrangements, the counterparty has provided financing of $337,732,000. The 10-year lease terms began in March and April 2020, which were the vessels’ delivery dates. At delivery, the Company sold and leased the vessels back over the term of the sale-leaseback transactions. At the end of the lease terms, the Company is obligated to purchase the vessels at a pre-determined purchase price. Lease payments include interest components based on one month SOFR plus a 2.85% margin. (iii) Leases for two 13,000 TEU vessels: Under these arrangements, the counterparty has provided financing of $138,225,000. The 10-year lease terms began in August and September 2020, which were the vessels’ delivery dates. At delivery, the Company sold and leased the vessels back over the term of the sale-leaseback transactions. At the end of the lease terms, the Company is obligated to purchase the vessels at a pre-determined purchase price. Lease payments include interest components based on three month SOFR plus a 3.01% margin. (iv) Leases for two 12,000 TEU vessels: Under these arrangements, the counterparty has provided financing of $158,400,000. The 10-year and 12-year lease terms began in October and November 2020, respectively, which were the vessels’ delivery dates. At delivery, the Company sold and leased the vessels back over the term of the sale-leaseback transactions. The Company has the option to purchase the vessels throughout their respective lease terms at a pre- determined purchase price. Lease payments include interest components based on three month SOFR plus a margin ranging from 2.00% to 2.50%. During 2024, the Company early terminated the sale-leaseback financing arrangement related to one 12,000 TEU vessel and entered into a new sale-leaseback financing arrangement secured by the same 12,000 TEU vessel (note 15 (xvi)). F-33 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 15. Other financing arrangements (continued): (v) Leases for three vessels: In April 2021, the counterparty provided refinancing of $235,000,000 in sale-leaseback financing for three vessels ranging in size between 10,000 TEU and 13,100 TEU. The lease terms, ranging between 96 and 162 months, began in April 2021. The Company sold and leased the vessels back over the term of the sale-leaseback transactions. At the end of the lease term, the Company is obligated to purchase the vessels at a pre-determined purchase price. The Company has the option to purchase the vessels after the second anniversary date of delivery through their respective lease terms at a pre-determined purchase price. Lease payments include interest components based on three month SOFR plus a 3.01% margin. (vi) Leases for three 12,200 TEU vessels In April 2021, the counterparty provided sale-leaseback financing of $243,000,000. The 12-year lease term for three of the vessels began in November 2021, April and May 2022, upon delivery of the vessels. At delivery, the Company sells and leases the vessels back over the term of the sale-leaseback transactions. At the end of the lease term, the Company is obligated to purchase the vessels at a pre-determined purchase price. The Company has the option to purchase the vessels after the second anniversary date of delivery through their respective lease terms at a pre-determined purchase price. Lease payments include interest components based on one month SOFR plus a 2.6% margin. (vii) Leases for two 12,200 TEU vessels In May 2021, the counterparty provided sale-leaseback financing of $162,000,000. The 10-year lease terms began in September and November 2021, which were the vessels’ delivery dates. At delivery, the Company sold and leased the vessels back over the term of the sale- leaseback transactions. The Company has the option to purchase the vessels after the first anniversary date of delivery through their respective lease terms at a pre-determined purchase price. Lease payments include interest components based on one month SOFR plus a 2.00% margin. During 2024, the Company early terminated the sale-leaseback financing arrangement and entered into a new sale-leaseback financing arrangement secured by the same two 12,000 TEU vessels (note 15 (xvi)). This lease was terminated as a result of the refinancing. (viii) Leases for six 7,000 TEU vessels In October 2021, the counterparty provided sale-leaseback financing of $445,000,000. At delivery, the Company will sell and lease the vessels back over the term of the sale-leaseback transactions. At the end of the lease term, the Company is obligated to purchase four of the vessels at a pre-determined purchase price. For all six vessels, the Company has the option to purchase the vessels after the first anniversary date of delivery through their respective lease terms at a pre-determined purchase price. Lease payments include interest components based on three month SOFR plus a 2.71% margin. During the year ended December 31, 2024, the Company took delivery of four vessels and completed sale-leaseback financing for the four vessels for proceeds of $296,504,000. At December 31, 2024, no amounts remain undrawn under this facility. (ix) Leases for eight vessels In June 2021, the counterparty provided sale-leaseback financing of $895,320,000 for eight vessels ranging in size from 16,000 TEU to 24,000 TEU. At delivery, the Company will sell and lease the vessels back over the term of the sale-leaseback transactions. The Company has the option to purchase the vessels after the second anniversary date of delivery through their respective lease terms at a pre-determined purchase price. Lease payments include interest components based on three month SOFR plus a 2.5% margin. During the year ended December 31, 2024, the Company took delivery of four vessels and completed sale-leaseback financing for the four vessels for proceeds of $424,080,000. At December 31, 2024 no amounts remain undrawn under this facility. F-34 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 15. Other financing arrangements (continued): (x) Leases for six 15,500 TEU vessels In August 2021, the counterparty provided sale-leaseback financing of $661,826,000. At delivery, the Company will sell and lease the vessels back over the term of the sale-leaseback transactions. The Company has the option to purchase the vessels after the second anniversary date of delivery through their respective lease terms at a pre-determined purchase price. Lease payments include interest components based on one month SOFR plus a 2.6% margin. During the year ended December 31, 2024, the company took delivery of three vessels and completed sale- leaseback financing for the three vessels for proceeds of $325,393,000. (xi) Leases for six 15,000 TEU and four 7,000 TEU vessels In November 2021, the counterparty provided sale-leaseback financing of $889,651,000. At delivery, the Company will sell and lease the vessels back over the term of the sale-leaseback transactions. The Company has the option to purchase the vessels after the first anniversary date of delivery through their respective lease terms at a pre-determined purchase price. Lease payments include interest components based on three month SOFR plus a 2.3% to 2.6% margin. At December 31, 2024, no amounts remain undrawn under this facility. (xii) Leases for two 12,000 TEU vessels During the year ended December 31, 2022, the Company completed a sale-leaseback financing for two vessels for proceeds of $226,000,000. Upon delivery of each vessel, the Company commenced a 13.25 year leaseback. Lease payments include interest components based on three month SOFR plus a credit spread and a 2.1% margin. The Company has the option to purchase each vessel either 5 years or 7 years and 11 months after its delivery date at a pre-determined purchase price. (xiii) Leases for four 11,800 TEU and four 15,000 TEU vessels Prior to the sale-leaseback of each vessel, the Company had pre-delivery financing under a secured term loan credit facility (note 12(b)). Upon delivery of each vessel throughout 2022 and 2023, the pre-delivery financing was replaced with sale-leaseback financing for all eight vessels for proceeds of $818,400,000. Upon delivery of each vessel, which occurred between June 2022 through July 2023, the Company commenced a 14 year leaseback. Lease payments include interest components based on daily SOFR plus a credit spread and margin of 1.7%. The Company has the option to purchase each vessel 9.5 years after its delivery date at a pre-determined purchase price. (xiv) Leases for ten 15,000 TEU vessels Prior to the sale-leaseback of each vessel, the Company had pre-delivery financing under a secured term loan credit facility (note 12(b)). Upon delivery of each vessel throughout 2023 and 2024, the pre-delivery financing was replaced with sale-leaseback financing for the ten vessels for proceeds of $1,357,010,000. Upon delivery of each vessel, the Company commenced a 14 year leaseback. Lease payments include interest components based on daily SOFR plus a credit adjustment spread and margins of 1.1% to 1.7%. The Company has the option to purchase each vessel 9.5 years after its delivery date at a pre-determined purchase price. At as December 31, 2024, no amounts remain undrawn under this facility. (xv) Leases for fourteen 7,000 TEU vessels Prior to the sale-leaseback of each vessel, the Company had pre-delivery financing under a secured term loan credit facility (note 12(b)). Upon delivery of each vessel, which occurred between 2023 through 2024, the pre-delivery financing was replaced with sale-leaseback financing for all fourteen vessels for proceeds of $1,414,857,000. Upon delivery of each vessel, the Company commenced a 13.5 year leaseback. Lease payments include interest components based on three month SOFR plus a credit adjustment spread and margin of 1.7%. The Company has the option to purchase each vessel 9.5 years after its delivery date at a pre-determined purchased price. F-35 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 15. Other financing arrangements (continued): (xvi) Leases for three 12,000 TEU Vessels During the year ended December 31, 2024, the Company completed a sale-leaseback financing for three vessels for proceeds of $224,000,000. The three vessels were previously financed under an existing sale-leaseback financing arrangement (note 15(iv) and note 15(vii)). The sale-leaseback financing is for 10 years and the Company has the option to purchase each vessel after the second anniversary date of delivery through their respective lease terms at a pre-determined purchase price. (xvii) Leases for four 10,800 CEU Pure Car and Truck Carrier (“PCTC”) In May 2024, the Company entered into a sale-leaseback financing for four 10,800 CEU PCTC newbuild vessels for proceeds of $472,910,000. The sale-leaseback financing is for 15 years and the Company has the option to purchase each vessel at a pre-determined purchase price starting from 2032. (xviii)Lease for three 13,600 TEU Vessels In October 2024, the counterparty provided sale-leaseback financing of $466,894,000 (RMB 3,408,000,000) for three 13,600 TEU vessels. At delivery, the Company will sell and lease the vessels back over the term of the sale-leaseback transactions. The sale and the bareboat charter will be denominated in RMB. Each vessel will be sub-chartered for a 15-year term also denominated in RMB. The Company has the option to purchase the vessels after the fourth anniversary date of delivery through their respective lease terms at a pre-determined purchase price. (xix) Lease for two 13,600 TEU Vessels In November 2024, the counterparty provided sale-leaseback financing of $311,263,000 (RMB 2,272,000,000) for two 13,600 TEU vessels. At delivery, the Company will sell and lease the vessels back over the term of the sale-leaseback transactions. The sale and the bareboat charter will be denominated in RMB. Each vessel will be sub-chartered for a 15-year term also denominated in RMB. The Company has the option to purchase the vessels after the fourth anniversary date of delivery through their respective lease terms at a pre-determined purchase price. (xx) Lease for one 13,600 TEU Vessel In December 2024, the counterparty provided sale-leaseback financing of $155,631,000 (RMB 1,136,000,000) for one 13,600 TEU vessels. At delivery, the Company will sell and lease the vessels back over the term of the sale-leaseback transactions. The sale and the bareboat charter will be denominated in RMB. Each vessel will be sub-chartered for a 15-year term also denominated in RMB. The Company has the option to purchase the vessels after the fourth anniversary date of delivery through their respective lease terms at a pre-determined purchase price. (xxi) Lease for one 16,000 TEU Vessel In December 2024, the Company completed a sale-leaseback financing for proceeds of $173,250,000 for one 16,000 TEU vessel. Upon delivery of the vessel, the Company will commence a 12-year leaseback. The Company has the option to purchase the vessel after the fourth anniversary after its delivery date at a pre-determined purchase price. The weighted average rate of interest, including the margin, was 6.56% at December 31, 2024 (2023 – 7.36%). F-36 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 15. Other financing arrangements (continued): Based on amounts funded, payments due to lessors would be as follows: 2025 $ 493.5 2026 490.8 2027 504.6 2028 513.2 2029 551.6 Thereafter 5,198.1 $ 7,751.8 16. Other liabilities: 2024 2023 Long-term deferred revenue $ 390.8 $ 157.4 Other 7.4 7.5 Other long-term liabilities 398.2 164.9 Current portion of other long-term liabilities — (1.4) Other long-term liabilities $ 398.2 $ 163.5 (a) Long-term deferred revenue: Long-term deferred revenue consists primarily of the long-term portion of upfront payments received from charterers in connection to the time charters. The upfront payments are recognized as revenue evenly over the term of the time charter. The long-term deferred revenue is net of the current portion included in current liabilities. (a) F-37 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 17. Income tax: The Company is tax resident in the United Kingdom and consists of its vessel leasing and mobile power generation segments. The effective tax rate for its containership segment is nominal, primarily due to international shipping reciprocal exemptions. (a) Continued operations: Net earnings before income taxes for the year ended December 31, 2024 relates only to the foreign jurisdictions. Similarly, the Company’s income tax expense from continuing operations for the year ended December 31, 2024 related only to foreign jurisdictions and consists of the following: 2024 Current tax Domestic Foreign Total Current tax expense $ — $ 0.2 $ 0.2 Deferred tax Deferred tax expense — 1.2 1.2 Total tax expense $ — $ 1.4 $ 1.4 2023 Current tax Domestic Foreign Total Current tax expense $ — $ 2.2 $ 2.2 Deferred tax Deferred tax expense — (0.2) (0.2) Total tax expense $ — $ 2.0 $ 2.0 The continuing operations of the Company is subject to nominal income taxes primarily due to international shipping reciprocal exemptions for the vessel leasing segment. For the year ended December 31, 2024 and December 31, 2023, the reconciliation between the effective tax rate of 0.21% and 0.47%, respectively, and the statutory UK income tax rate of 25.00% is as follows: 2024 2023 Computed “Expected” tax expense: Computed tax expense on income from continuing operations $ 167.0 $ 98.4 Increase (reduction) in income taxes resulting from: Certain income from containership leasing segment that is exempt from tax (172.1) (99.6) Change in valuation allowance 6.6 (5.1) Foreign tax rate differential 1.6 0.3 Other, net (1.7) 8.0 $ 1.4 $ 2.0 F-38 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 17. Income tax (continued): The deferred tax assets and liabilities related to continuing operations were as follows for the year ended December 31, 2024 and December 31, 2023: 2024 2023 Deferred tax assets Tax losses carried forward 9.7 7.5 Valuation allowance (9.7) (3.1) — 4.4 Deferred tax liabilities Depreciation (3.4) (2.1) Other timing differences — (4.4) (3.4) (6.5) Net deferred tax liability (3.4) (2.1) As at December 31, 2024, the Company has tax losses carried forward of $50,686,000 (2023 – $39,537,000) from continuing operation that do not expire. (b) Discontinued operations: The APR Asset Sale closed on December 31, 2024. As the sale was an asset sale the Company continues to own entities that formerly operated the business. These entities have the following deferred tax assets and liabilities: Deferred tax assets 2024 2023 Decommission provisions $ — $ 0.8 Reserves and accrued expenses 4.8 28.6 Tax losses carried forward 24.9 136.0 Interest allowance 35.0 35.0 Deferred revenue 0.6 0.7 Valuation allowance (65.1) (176.8) $ 0.2 $ 24.3 Deferred tax liabilities 2024 2023 Deferred job costs $ — $ (3.3) Accelerated asset costs — (2.0) Depreciation — (15.7) Other timing differences (0.2) (2.1) $ (0.2) $ (23.1) Net deferred tax asset $ — $ 1.2 F-39 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 17. Income tax (continued): The Company expects that the entities that formally carried on the APR Energy business will be wound up and the deferred tax assets listed above will cease to exist. As at December 31, 2024, in respect of discontinued operations, the Company has foreign tax losses carried forward of $124,216,000 (2023 – $552,152,000), of which nil (2023 - $3,643,000) is recognized as a deferred tax asset. No deferred tax asset is recognized on foreign tax losses of $124,216,000 on the basis that no tax benefit is expected to arise in the jurisdictions where the tax losses occurred. The material tax losses carried forward generally have no expiry date. The Company’s ability to utilize the net operating loss and tax credit carry forward may be subject to restriction in the event of past or future ownership changes as defined in Section 382 of the Internal Revenue Code and similar tax law. Tax years that remain open to examination by some of the major jurisdictions in which the Company is subject to tax range from two to four years. The Company recognized $37,700,000 of income tax expense in respect of discontinued operations during 2024. $19,950,000 related to the increase in uncertain tax positions while the reminder relates to the discontinued operations and sale of the assets. As at December 31, 2024, the Company had income tax payable of $106,600,000 (2023 –$77,600,000) related to discontinued operations. This balance includes cash taxes payable and a reserve for global uncertain tax positions. The Company’s uncertain tax positions relate primarily to items that were acquired as part of the APR Energy acquisition. A significant portion of these items are indemnified and a corresponding indemnification asset has been recorded. The Company does not presently anticipate that its provisions for these uncertain tax positions will significantly increase in the next 12 months. The Company reviews its tax obligations regularly and may update its assessment of its tax positions based on available information at the time. Certain historical tax matters are under discussion with tax authorities which may result in additional taxes, interest or penalties. As the outcome and amounts related to these discussions are uncertain, the Company has not accrued any amounts as of December 31, 2024. The following table summarizes the activity related to the Company’s unrecognized tax benefits: 2024 2023 Opening balance as at January 1, $ 82.0 $ 80.3 Increase in uncertain tax positions 19.9 1.7 Ending balance as at December 31, $ 101.9 $ 82.0 The Company recognizes interest expense and penalties related to unrecognized tax benefits as income tax expense. The Company had interest or penalties accrued in the consolidated balance sheet at December 31, 2024 and December 31, 2023. F-40 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 18. Preferred shares and share capital: (a) Common shares: The Company has 400,000,000 Class A common shares authorized at December 31, 2024 and December 31, 2023, with a par value of $0.01 per share. On February 28, 2020, the Company issued 29,891,266 common shares and reserved 6,664,270 common shares for holdback as part of the consideration paid for the acquisition of the shares of APR Energy. Concurrent with the acquisition, the Company issued 775,139 common shares to Fairfax to settle APR Energy’s indebtedness to Fairfax at closing. During the year ended December 31, 2020, the Sellers returned 1,849,641 previously issued common shares to the Company and 557,139 Holdback Shares were cancelled. Of the common shares returned, 1,122,290 shares were permanently forfeited as part of post-closing purchase price adjustments. During the year ended December 31, 2022, 92,444 (2021 – 350,138) shares were released from holdback and issued to the Sellers. Upon expiration of an indemnification, the remaining Holdback Shares of 2,749,898 were released and issued to the minority sellers in June 2022. In March 2023, the remaining 727,351 Holdback Shares were released and issued to the APR sellers (note 5(a)). Following such release, there were no Holdback Shares outstanding. As of December 31, 2024, all of the common shares of the Company are held by Poseidon as a result of the Merger that took place on March 28, 2023. F-41 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 18. Preferred shares and share capital (continued): (b) Preferred shares: As at December 31, 2024, the Company had the following preferred shares outstanding: Shares Liquidation preference Dividend rate per annum Redemption by Company permitted on or after December 31, 2024 December 31, 2023 Series Authorized Issued D 20,000,000 5,093,728 7.95 % January 30, 2018 $ 127.3 $ 127.3 H 15,000,000 9,025,105 7.875 % August 11, 2021 225.6 225.6 I — — 8.00 % October 30, 2023 — — J 12,000,000 12,000,000 7.00 % June 11, 2021 300.0 300.0 Redeemable by the Company, in whole or in part, at a redemption price of $25.00 per share plus unpaid dividends. The preferred shares are not convertible into common shares and are not redeemable by the holder. Dividends will be payable on the Series J Cumulative Redeemable Preferred Shares at a rate of 7.0% for the first five years after the issue date, with 1.5% increases annually thereafter to a maximum of 11.5%. On October 30, 2023, the Company redeemed all of its outstanding 8.0% Series I Cumulative Redeemable Preferred Shares for $150,000,000 cash. The preferred shares are subject to certain financial covenants. The Company is in compliance with these covenants on December 31, 2024. (c) Restricted shares: During the year ended December 31, 2024, the Company granted nil restricted shares, to its board of directors, chairman of the board, and the Company's chief executive officer, of which nil restricted shares were forfeited. During the year ended December 31, 2022, the Company granted 5,556,610 restricted shares, to its board of directors, of which nil restricted shares were forfeited. (d) Restricted stock units: During the year ended December 31, 2024, the Company granted nil restricted stock units, to certain members of senior management. During the year ended December 31, 2023, 151,640 restricted stock units were forfeited (2022 – 73,336). The restricted stock units generally vest over two years, in equal tranches. (e) Cumulative redeemable preferred shares: In a prior period, the Company issued to Fairfax 12,000,000 Series J 7.00% Cumulative Redeemable Perpetual Preferred Shares, representing total liquidation value of $300,000,000, and 1,000,000 five year warrants to purchase an equal number of shares of Atlas common stock at an exercise price of $13.71 per share. Dividends are payable on the Series J Preferred Shares at a rate of 7.0% for the first five years after the issue, with 1.5% increases annually thereafter to a maximum of 11.5%. These warrants may be exercised within a five years period. The Company can also elect to require early exercise of the warrants, at any time after June 11, 2025, if the “Fair Market Value” (being defined as the volume-weighted average of the sale prices of common shares over the 20 trading days immediately prior to the day as of which Fair Market Value is being determined) of a common share equals or exceeds two times the exercise price on the third trading day prior to the date on which the Company delivers the forced exercise notice. (f) Warrants: In April 2022, Fairfax exercised warrants to purchase 25,000,000 common shares of Atlas. The warrants, which were originally issued on July 16, 2018, had an exercise price of $8.05 per common share for an aggregate exercise price of $201,250,000. In January 2023, Fairfax exercised remaining warrants to purchase 6,000,000 common shares of Atlas. The gross aggregate proceeds for the 6,000,000 warrants was $78,710,000. (1) (3) (2) (1) (2) (3) F-42 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 19. Share-based compensation: Under the terms of the Merger Agreement, at the closing of the Merger, other than certain rollover equity (as defined in the Merger Agreement), each of the options, restricted shares, restricted units, and phantom share units was exchanged for a current payment or, in the case of unvested awards, a payment at such time at which the award would have otherwise vested. The modification to each award is described below. Following the closing of the Merger, there are no options, restricted shares, restricted stock units or performance share units outstanding and no additional equity compensation has been granted. A summary of the Company’s outstanding restricted shares, phantom share units, and restricted stock units as of and for the twelve months ended December 31, 2024, 2023, and 2022 are presented below: Restricted shares Phantom share units Restricted stock units Stock options Number of shares W.A. grant date FV Number of units W.A. grant date FV Number of units W.A. grant date FV Number of options W.A. grant date FV December 31, 2021 63,926 $ 10.82 487,001 $ 12.76 2,466,728 $ 9.10 2,000,000 $ 2.54 Granted 5,556,610 14.20 — — 336,313 14.45 — — Vested and exercised (5,563,926) 14.16 (32,001) 16.37 (1,077,081) 9.41 — — Cancelled — — — — (73,336) 13.65 — — December 31, 2022 56,610 $ 14.25 455,000 $ 12.51 1,652,624 $ 6.16 2,000,000 $ 2.54 Granted — — — — — — — — Vested and exercised (56,610) 14.25 — — (500,000) 8.61 — — Cancelled — — (455,000) 12.55 (552,624) 13.57 (2,000,000) 2.54 December 31, 2023 — $ — — $ — 600,000 $ 7.25 — $ — Granted — — — — — — — — Vested and exercised — — — — (300,000) 7.25 — — Cancelled — — — — — — — — December 31, 2024 — $ — — $ — 300,000 $ 7.25 — $ — Outstanding, December 31, 2024 — $ — — $ — — $ — — $ — During the year ended December 31, 2024, the Company amortized $16,297,000 (2023 – $17,662,000; 2022 – $23,492,000) in share-based compensation expense related to the above share-based compensation awards. F-43 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 19. Share-based compensation (continued): At December 31, 2024, there was $41,572,000 (2023 – $58,251,000) of total unamortized compensation costs relating to unvested share-based compensation awards, which are expected to be recognized over a weighted-average period of 22 months. (a) Restricted shares and phantom share units: Common shares are issued on a one-for-one basis in exchange for the cancellation of vested and exchanged phantom share units. The restricted shares generally vest over one year and the phantom share units generally vest over three years. In March 2022, the Company granted 4,000,000 unrestricted, fully vested shares to the chairman of the board with a requisite service period until September 1, 2027. From the grant date to December 31, 2022, if he ceases to act as a director, other than for reason of this death or disability, the shares will be forfeited and must be returned to the Company. From January 1, 2023 to the end of the service period, except in the event of his death or disability, a pro-rated number of shares will be returned for each month less than 56 that he serves. In June 2022, the Company granted 1,500,000 unrestricted, fully vested shares to the Company's chief executive officer with a requisite service period until December 27, 2027. From the grant date to December 31, 2024, if the chief executive officer resigns without good reason or his employment is otherwise terminated under circumstances, the shares will be forfeited and must be returned to the Company. During the year ended December 31, 2022, the Company granted 56,610 restricted shares to its board of directors and the restricted shares vested on January 1, 2023. During the year ended December 31, 2024, no restricted shares were granted as a result of the Merger (note 1). In March 2023, in connection with the Merger, the Company converted 455,000 phantom share units into the right to receive a cash payment of $15.50 per unit. Follow such conversion, there were no phantom share units exercisable. (b) Restricted stock units: The restricted stock units generally vested over two or five years, in equal tranches. Upon vesting of the restricted stock units, the participant would receive common shares. In June 2020, the Company granted the Chief Executive Officer (“CEO”) 1,500,000 restricted stock units. The restricted stock units vest in five tranches annually over five years beginning December 31, 2021 and have a grant date fair value of $7.25 per unit. In August 2021, the Company granted certain executive officers 550,000 restricted stock units. The restricted stock units vest in five tranches annually beginning on January 3, 2022 and have a grant date fair value of $13.44 per unit. Of this, 50,000 restricted stock units were forfeited during 2022. During the year ended December 31, 2023, the Company granted nil restricted stock units to certain members of senior management. The restricted stock units generally vest over two years, in equal tranches. During the year ended December 31, 2023, 151,640 restricted stock units were forfeited. In March 2023, in connection with the Merger, the Company converted 400,984 restricted stock units into the right to receive a cash payment of $15.50 per unit plus interest. In connection with the Merger, the June 2020 grant to the CEO was amended such that the holder will receive a share in Poseidon for each vested restricted stock unit. During the year ended December 31, 2024, 300,000 restricted stock units vested and 300,000 restricted stock units remain outstanding at December 31, 2024. F-44 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 19. Share-based compensation (continued): (c) Stock options: In March 2023, in connection with the Merger, the outstanding options granted to the CEO were cancelled and the agreement was modified such that the holder would receive a cash payment equal to $15.50 less the exercise price. As a result, a cash payment was made for 1,100,000 options that were vested and unexercised. At December 31, 2024 there are 300,000 (2023 - 600,000) unvested options and at each vesting date, the holder will receive a cash payment equal to $15.50 less the exercise price per vested option. 20. Other information: (a) Accounts payable and accrued liabilities: The principal components of accounts payable and accrued liabilities are: 2024 2023 Accrued European Union Emissions Trading System $ 21.4 $ — Accrued interest 75.1 68.7 Accounts payable and other accrued liabilities 278.8 230.7 $ 375.3 $ 299.4 (i) European Union Emissions Trading System (“EU ETS): As of January 1, 2024, the European Union expanded the existing EU ETS to the shipping industry. Under the EU ETS requirements, the Company acquires European Union allowances (“EUAs”) related to greenhouse gas emissions from its vessels that travel to, from, and within the European Union and European Economic geographic regions. The Company has recorded a liability related to its emissions level for the year-ended December 31, 2024 as part of other accrued liabilities. If the Company has insufficient EUAs to cover emissions of its vessels, an accrual representing this emissions liability is recorded based on the fair market value of an EUA that is traded on a regulated energy exchange at the end of the reporting period. The measurement of the other long-term liability is determined on a first-in, first-out method based on the cost of the EUAs that are acquired by the Company. The Company is required to surrender EUAs through its Union Registry account on September 30, 2025 to cover its vessels' annual emissions for the year ending December 31, 2024. The Company has recognized a corresponding receivable as the amounts incurred will be recovered from its customers. (b) Supplemental cash flow information: 2024 2023 2022 Interest paid 602.1 384.3 241.5 Interest received 16.6 9.5 5.5 Undrawn credit facility fee paid 8.5 23.1 21.4 (i) F-45 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 20. Other information (continued): (b) Supplemental cash flow information (continued): 2024 2023 2022 Purchase option finance lease $ (24.2) $ (127.1) $ — Change in right-of-use assets and operating lease liabilities 172.1 24.2 127.2 Interest capitalized on vessels under construction 1.3 2.9 2.8 $ 149.2 $ (100.0) $ 130.0 2024 2023 2022 Changes in operating assets and liabilities Accounts receivable $ 34.8 $ (78.2) $ (21.8) Inventories (6.0) (5.2) (6.0) Prepaid expenses and other, and other assets 13.0 1.5 3.4 Acquisition related asset — (0.9) (25.5) Net investment in lease 53.5 27.5 20.5 Accounts payable and accrued liabilities 24.9 114.6 34.4 Deferred revenue 240.7 142.3 15.1 Major maintenance (53.3) (125.0) (47.5) Other assets 7.5 0.5 (2.2) Operating lease liabilities (50.3) (88.2) (91.6) Finance lease liabilities 24.8 5.3 (7.9) Derivative instruments (33.2) (36.2) 7.4 Contingent consideration asset — — 21.3 $ 256.4 $ (42.0) $ (100.4) The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the amounts shown in the consolidated statements of cash flows: 2024 2023 2022 Cash and cash equivalents $ 1,366.3 $ 385.3 $ 280.0 Restricted cash included in other assets — 2.6 11.0 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 1,366.3 $ 387.9 $ 291.0 F-46 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 21. Commitments and contingencies: (a) Operating leases: As at December 31, 2024, the commitment under operating leases for vessels is $63,511,000 for 2025 to 2029 and for other leases is $371,000 for the year 2025. Total commitments under these leases are as follows: 2025 $ 14.2 2026 14.1 2027 15.4 2028 14.4 2029 5.8 Thereafter — $ 63.9 For operating leases indexed to benchmark rates, commitments under these leases are calculated using the SOFR rate in place as at December 31, 2024 for the Company. (b) Vessels under construction: In June 2024, the Company entered into 27 shipbuilding contracts (note 8). Four of these contracts were immediately novated to a customer and the Company has no ongoing obligations with respect to these vessels. Of the remaining 23 newbuild vessel contracts, 13 of these contracts were thereafter novated to certain nominees and upon delivery, these 13 newbuilds will be chartered by the Company from such nominees under bareboat charters. The vessels will be delivered between 2027 through 2028 and each vessel will commence a long term charter upon delivery. The total commitment in relation to these bareboat charter agreements is $2,912,211,000. As at December 31, 2024, the Company had entered into agreements to acquire 37 vessels (2023 – 40 vessels). The Company has outstanding commitments for the remaining installment payments as follows : 2025 $ 185.9 2026 698.0 2027 1,279.6 2028 1,172.9 2029 116.1 Thereafter 2,756.3 Total $ 6,208.8 Includes $747,000,000 (5,450,000,000 RMB) for six vessels, which were signed in October 2024 and had their first draw in November 2024. The vessels will be delivered between 2026 through 2028. (1) (1) F-47 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 22. Financial instruments: (a) Fair value: The following table includes the estimated fair value and carrying value of those assets and liabilities that are measured at fair value on a recurring basis : December 31, 2024 December 31, 2023 Fair Value Hierarchy Level Carrying Amount (Liability) Fair Value (Liability) Carrying Amount (Liability) Fair Value (Liability) Term loan & revolver (note 12) Level 2 $ (1,071.7) $ (1,086.9) $ (1,495.6) $ (1,498.1) Senior unsecured notes - public (note 12) Level 1 (802.4) (716.8) (828.1) (677.9) Senior secured notes - non-public (note 12) Level 2 (1,000.0) (1,008.1) (1,000.0) (989.7) Other financing arrangements (note 15) Level 2 (7,751.8) (7,820.6) (4,656.5) (4,591.2) The carrying values and fair values presented above are exclusive of deferred financing fees. The carrying values of cash and cash equivalents, short-term investments, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate their fair values because of their short term to maturity. The fair value of the term loan, revolving credit facilities, senior secured notes and other financing arrangements, are estimated based on expected principal repayments and interest, discounted by relevant forward rates plus a margin appropriate to the credit risk of the Company. Therefore, the Company has categorized the fair value of these financial instruments as Level 2 in the fair value hierarchy. The fair value of the Company’s senior unsecured notes, is calculated using observable inputs such as quoted prices in active markets. As a result, these amounts are categorized as Level 1 in the fair value hierarchy. The Company’s interest rate derivative financial instruments are re-measured to fair value at the end of each reporting period. The fair values of the interest rate derivative financial instruments have been calculated by discounting the future cash flow of both the fixed rate and variable rate interest rate payments. The discount rate was derived from a yield curve created by nationally recognized financial institutions adjusted for the associated credit risk. The fair values of the interest rate derivative financial instruments are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Therefore, the Company has categorized the fair value of these derivative financial instruments as Level 2 in the fair value hierarchy. (1) (1) F-48 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 22. Financial instruments (continued): (b) Interest rate swap derivatives: As of December 31, 2024, the Company had the following outstanding interest rate derivatives: Fixed per annum rate swapped for benchmark rate Notional amount as of December 31, 2024 Maximum notional amount Fair Value Effective date Ending date 1.7574% $ 500.0 $ 500.0 $ 68.5 January 31, 2022 February 2, 2032 2.67%5.50% 250.0 250.0 0.0 September 1, 2023 September 1, 2026 2.3875% 200.0 200.0 21.0 July 20, 2022 July 20, 2032 0.4590% 68.0 68.0 3.8 February 4, 2021 October 14, 2026 0.6325% 68.0 68.0 3.6 January 21, 2021 October 14, 2026 1.4900% 19.2 19.2 0.5 February 4, 2020 December 30, 2025 Over the term of the interest rate swaps, the notional amounts increase and decrease. These amounts represent the peak notional amount over the remaining term of the swap. $250,000,000 notional amount transaction on daily SOFR with a cap of 5.5% and a floor strike of 2.67% If interest rates remain at their current levels, the Company expects that $17,318,000 would be received in cash, in the next 12 months on interest rate swaps maturing after December 31, 2024. The amount of the actual settlement may be different depending on the interest rate in effect at the time settlements are made. In July 2022, the Company early terminated a swap with notional amount of $125,000,000 and fixed rate of 0.7270%. (c) Financial instruments measured at fair value: The following table provides information about gains and losses included in net earnings and reclassified from accumulated other comprehensive loss (“AOCL”) into earnings: 2024 2023 2022 (Gain) Loss recognized in net earnings: Gain on interest rate swaps $ (44.6) $ (16.7) $ (120.6) Gain on derivative put instrument — — — Loss reclassified from AOCL to net earnings Interest expense — — — Depreciation and amortization 1.0 1.0 1.0 For the years ended December 31, 2024, 2023 and 2022, cash flows related to actual settlement of interest rate swaps were $35,046,000, $34,386,000 and $12,722,000 respectively. These are included in investing activities on the consolidated statements of cash flows. The effective portion of changes in unrealized loss on interest rate swaps was recorded in accumulated other comprehensive loss until September 30, 2008 when these contracts were voluntarily de-designated as accounting hedges. The amounts in accumulated other comprehensive loss are recognized in earnings when and where the previously hedged interest is recognized in earnings. The estimated amount of AOCL expected to be reclassified to net earnings within the next 12 months is approximately $1,019,000. (1) (2) (1) (2) (1) (2) (1) (2) F-49 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 23. Discontinued operations: The APR Asset Sale closed on December 31, 2024 and resulted in the Company excluding the Mobile Power Generation segment for accounting purposes. Upon closing, the Company received gross proceeds of $375,000,000 and recognized a gain on sale of $24,792,000. On December 31, 2024, the Company recognized the net cash proceeds it received from the third party purchaser and derecognized the carrying value of net assets sold. The calculation of the gain on sale is as follows: Purchase Price $ 375.0 Less assets sold: Fixed assets (305.7) Inventory (23.6) Trademark (20.9) Gain on sale $ 24.8 Following the closing of the APR Asset Sale, APR Energy’s operations have ceased and the mobile power generation segment is reported as discontinued operations. The Company is winding up the entities related to the Mobile Power Generation segment. All revenues and expenses of the Mobile Power Generation segment prior to the sale and for the periods covered by the consolidated statements of operations in these consolidated financial statements have been aggregated and separately presented as a single component of net earnings (loss) called “net earnings (loss) from discontinued operations.” Revenue and expenses of the discontinued operations include only direct revenue and expenses that are clearly identifiable to the Mobile Power Generation segment and will not be recognized by the Company on an ongoing basis following the sale of the assets of the mobile power business. The consolidated balance sheet as at December 31, 2024 reflects the aggregation and separate presentation of all assets and liabilities (current and non-current) of the Mobile Power Generation segment as discontinued operations. The assets and liabilities of the Mobile Power Generation segment and the Company’s continuing operations exclude intercorporate amounts owing. F-50 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 23. Discontinued operations (continued): The following table contains the major components of income (loss) from discontinued operations for years ended December 31, 2024, 2023 and 2022: Discontinued operations 2024 2023 2022 Revenue from discontinued operations $ 83.5 $ 117.9 $ 154.4 Operating expense 17.8 29.6 44.1 Depreciation and amortization expense 22.3 45.7 51.7 General and administrative expense 16.8 38.8 28.0 Indemnity claim under acquisition agreement — — (21.3) Operating leases 3.8 3.6 2.8 (Gain) Loss on sale 0.3 — (0.2) Loss on debt extinguishment — 1.4 4.8 Interest income (4.5) (2.1) (0.6) Interest expense 1.0 7.0 12.2 Other expenses (income) 3.5 (0.9) (14.4) Gain on sale of assets (24.8) — — Net earnings (loss) from discontinued operations before income tax 47.3 (5.2) 47.3 Income tax expense 37.7 6.3 0.4 Net earnings (loss) from discontinued operations $ 9.6 $ (11.5) $ 46.9 F-51 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 23. Discontinued operations (continued): As at December 31, 2024 and 2023, the major classes of the Mobile Power Generation segment’s assets that are components of current assets - discontinued operations and non-current assets - discontinued operations, were as follows: Assets 2024 2023 Current assets: Accounts receivable $ 0.1 $ 29.4 Inventories — 23.0 Prepaid expenses and other 11.7 12.5 Acquisition related assets 70.1 72.3 81.9 137.2 Property, plant and equipment — 332.2 Right-of-use assets — 3.2 Deferred tax assets — 1.8 Other assets — 61.7 $ 81.9 $ 536.1 Liabilities and shareholders' equity Current liabilities: Accounts payable and accrued liabilities $ 14.9 $ 17.8 Deferred revenue — 3.8 Income tax payable 106.6 77.6 Operating lease liabilities - current 0.3 1.1 Other liabilities - current 2.4 17.4 124.2 117.7 Operating lease liabilities 1.9 2.7 Other liabilities 1.2 13.8 Total liabilities $ 127.3 $ 134.2 F-52 Table of Contents ATLAS CORP. Notes to Consolidated Financial Statements (Continued) (Tabular amounts in millions of United States dollars, except per share amount and number of shares) Years ended December 31, 2024, 2023 and 2022 23. Discontinued operations (continued): Significant cash flow information for the discontinued operations for the years ended December 31, 2024 and 2023 is as follows: 2024 2023 2022 Depreciation and amortization $ 22.3 $ 45.7 $ 51.7 Receipt from contingent consideration asset 42.5 18.6 12.5 Gain on sale of assets (24.8) — — Expenditures for property, plant and equipment (4.3) (13.9) (20.2) Changes in long-term debt — (106.2) (112.8) Proceeds from sale in discontinued operations 375.0 — — 24. Subsequent events: (a) On January 2, 2025, the Company paid $38,119,000 in dividends on its common shares. (b) On January 30, 2025, the Company paid $0.496875, $0.492188, and $0.437500 per Series D, Series H and Series J preferred share, respectively, representing a total distribution of $12,223,000. (c) In January 2025, the Company accepted the delivery of one newbuild vessel which commenced a long-term time charter upon delivery. (d) In January 2025, the Company entered into an agreement to sell two 8,500 TEU vessel for gross proceeds $90,000,000, subject to closing conditions. As at December 31, 2024 these vessels were classified as assets held for sale and upon reclassification, the Company recognized an aggregate loss on sale of $10,336,000 for the two vessels. The sale for one vessel was completed in February 2025. (e) On March 7, 2025, the Company completed a sale-leaseback financing for one 16,000 TEU newbuild vessel for gross proceeds of $173,250,000. F-53 SIGNATURE The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf. ATLAS CORP. Date: March 14, 2025 By: /s/ Bing Chen Bing Chen Chief Executive Officer and Interim Chief Financial Officer (Principal Executive, Financial and Accounting Officer) EXHIBIT 4.19 ASSET PURCHASE AGREEMENT by and among SAWGRASS BUYER LLC (“Buyer”), ATLAS CORP. (“Atlas”), and CERTAIN SUBSIDIARIES OF ATLAS IDENTIFIED HEREIN (collectively, “Sellers”) November 19, 2024 57073941 ACTIVE/131483433.18 #205642 v2 TABLE OF CONTENTS Page ARTICLE 1 PRINCIPAL TRANSACTION 1 Section 1.1 Sale and Purchase of Purchased Assets 1 Section 1.2 Cash Purchase Price; Payment 3 Section 1.3 Closing 4 Section 1.4 Closing Deliverables 4 Section 1.5 Certain Consents 5 Section 1.6 Wrong Pockets; Misdirected Payments 6 Section 1.7 Withholding Tax 6 Section 1.8 Designated Buyer 6 ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES 7 Section 2.1 Organization; Authorization 7 Section 2.2 Noncontravention 8 Section 2.3 Title to Purchased Assets; Condition 8 Section 2.4 Absence of Certain Changes 9 Section 2.5 Legal Compliance 10 Section 2.6 Tax Matters 10 Section 2.7 Assigned Contracts 11 Section 2.8 Proceedings 11 Section 2.9 Employees 11 Section 2.10 Employee Benefits 12 Section 2.11 Vendors 13 Section 2.12 Illegal Payments; FCPA; Sanctioned Persons 13 Section 2.13 Environmental Matters 14 Section 2.14 Broker’s Fees 14 Section 2.15 Affiliate Arrangements 15 Section 2.16 Real Property 15 Section 2.17 Insurance 15 Section 2.18 Intellectual Property 16 Section 2.19 Data Privacy and Security 18 Section 2.20 CFIUS 18 Section 2.21 No Other Representations or Warranties 19 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER 19 Section 3.1 Organization; Authorization 19 Section 3.2 Noncontravention 20 i 57073941 ACTIVE/131483433.18 #205642 v2 Section 3.3 Proceedings 20 Section 3.4 Solvency 20 Section 3.5 Projections 20 Section 3.6 Broker’s Fees 20 Section 3.7 Financing 20 Section 3.8 Reliance 21 Section 3.9 No Other Representations or Warranties 21 ARTICLE 4 COVENANTS AND AGREEMENTS 21 Section 4.1 Conduct Pending Closing 21 Section 4.2 Access to Information 22 Section 4.3 Efforts; Notices; Further Assurances 23 Section 4.4 Restrictive Covenants 25 Section 4.5 Public Announcements 26 Section 4.6 Tax Matters 26 Section 4.7 Records Retention 27 Section 4.8 Representative of Sellers 28 Section 4.9 Notification of Certain Matters 29 Section 4.10 R&W Insurance 29 Section 4.11 Prorations 29 Section 4.12 IID Assets 29 Section 4.13 Employees 30 Section 4.14 Maintenance of Insurance 31 Section 4.15 Treatment of Certain Assets 31 Section 4.16 Storage Agreements 32 Section 4.17 Hot Sections 32 Section 4.18 Exclusivity 33 Section 4.19 Confidentiality, Non-Competition, Assignment of Inventions, and Similar Agreements 34 Section 4.20 Infringement Matter 34 ARTICLE 5 CONDITIONS 34 Section 5.1 Conditions to Obligations of Buyer 34 Section 5.2 Conditions to Obligation of Seller Parties 35 ARTICLE 6 TERMINATION 36 Section 6.1 Termination Events 36 Section 6.2 Effect of Termination 38 Section 6.3 Break-Up Fee 38 ARTICLE 7 SURVIVAL 39 ii 57073941 ACTIVE/131483433.18 #205642 v2 Section 7.1 Non-Survival 39 ARTICLE 8 DEFINITIONS 40 ARTICLE 9 GENERAL 54 Section 9.1 Binding Effect; Benefits; Assignment 54 Section 9.2 Entire Agreement 54 Section 9.3 Amendment and Waiver 55 Section 9.4 Governing Law 55 Section 9.5 Submission to Jurisdiction 55 Section 9.6 WAIVER OF TRIAL BY JURY 55 Section 9.7 Notices 55 Section 9.8 Counterparts 56 Section 9.9 Expenses 57 Section 9.10 Headings; Construction 57 Section 9.11 Partial Invalidity 57 Section 9.12 Certain Disclosure Matters 58 Section 9.13 Specific Performance 58 Section 9.14 Non-Party Affiliates 59 Section 9.15 Prevailing Party 59 EXHIBITS Exhibit A Equity Commitment Letter Exhibit B Limited Guaranty Exhibit C Form of Restrictive Covenant Agreement Exhibit D Form of Trademark and Domain Name Assignment and License Exhibit 1.1(a) Tangible Personal Property Exhibit 1.1(b) Purchased Inventory Exhibit 1.1(h) Purchased Systems Exhibit 1.1(i) Purchased Trademarks Exhibit 1.1(j) Purchased Domain Names Exhibit 4.6(a) Allocation Principles Exhibit 8.1 Eligible APR Employees Exhibit 8.2 Assigned Contracts Exhibit 8.3 Brazilian Assets Exhibit 8.4 IID Assets Exhibit 8.5 Certain Permitted Encumbrances iii 57073941 ACTIVE/131483433.18 #205642 v2 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) is made as of November 19, 2024, by and among Sawgrass Buyer LLC, a Delaware limited liability company (“Buyer”), Atlas Corp., a Marshall Islands corporation (“Atlas”), and Atlas’s indirect wholly-owned subsidiaries identified as “Sellers” on the signature page hereto (each a “Seller” and collectively “Sellers” and together with Atlas, the “Seller Parties”). Buyer and the Seller Parties are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined have the meanings set forth in ARTICLE 8. RECITALS WHEREAS, the Sellers, consisting of APR Energy Holdings Limited, a private limited company organized under the laws of England and Wales (“APR”), and certain of APR’s direct and indirect subsidiaries, own, operate, maintain and lease certain mobile aero-derivative turbines, balance-of-plant and related power generation and infrastructure assets. WHEREAS, Buyer desires to purchase and acquire from Sellers, and Sellers desire to sell to Buyer, all of Sellers’ right, title and interest in and to the Purchased Assets (as defined below) for the consideration and on the terms and conditions set forth in this Agreement; and WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement to the willingness of the Seller Parties to enter into this Agreement, (i) Fortress Credit Opportunities Fund VI (A) LP (the “Equity Financing Source”) has executed and delivered to Atlas the equity commitment letter attached hereto as Exhibit A, dated as of the date of this Agreement (as amended or modified, the “Equity Commitment Letter”), pursuant to which the Equity Financing Source has committed to provide to Buyer the amount of equity financing set forth therein (the “Equity Financing”), subject to the terms and conditions set forth therein and (ii) the Equity Financing Source has executed and delivered the limited guarantee attached hereto as Exhibit B, dated as of the date of this Agreement, in favor of Atlas (on behalf of the Seller Parties) (the “Limited Guaranty”). AGREEMENT Accordingly, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, and intending to be legally bound, the Parties agree as follows: ARTICLE 1 PRINCIPAL TRANSACTION Section 1.1 Sale and Purchase of Purchased Assets. On the terms and subject to the conditions of this Agreement, at Closing, each Seller will sell, transfer, convey and deliver to Asset Purchase Agreement Page 1 57073941 ACTIVE/131483433.18 #205642 v2 Buyer, and Buyer will purchase from each Seller, all of such Seller’s right, title and interest in and to the following assets, properties and rights (such assets, properties and rights, collectively, the “Purchased Assets”), in each case free and clear of Encumbrances (other than Permitted Encumbrances): (a) the turbines, generators, balance-of-plant and other tangible personal property set forth on Exhibit 1.1(a) (the “Purchased Personal Property”); (b) the inventory set forth on Exhibit 1.1(b) (“Purchased Inventory”); (c) the Assigned Contracts and all rights thereunder; (d) the books and records (or portions thereof) relating primarily to the Purchased Assets (including the Assigned Contracts) or the Assumed Liabilities, in each case that are in Sellers’ or its Affiliates’ possession or control (collectively, the “Books and Records”), including operational and maintenance manuals, as-built documents, records associated with borescope and other inspections of the Purchased Assets, performance or emissions test results, and maintenance records including records of all major maintenance; (e) all Permits, including environmental Permits, which are held by any of the Seller Parties and required for the ownership and/or use of the Purchased Assets or the Assumed Liabilities, as applicable, if any, to the extent transferrable; (f) all prepaid expenses, credits, advance payments, claims, security deposits, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees arising from or relating to the Purchased Assets or the Assumed Liabilities, other than in respect of the Ambar Settlement Agreement and the PPG Matter; (g) all insurance benefits, including rights and proceeds, arising from or relating to the Purchased Assets or the Assumed Liabilities, in each case, with respect to periods prior to the Closing, as and to the extent set forth in Section 4.14 and Section 4.15, other than in respect of the Pending Insurance Claim or the Atlas RWI Policy; (h) the computer operating systems and related hardware and software (A) installed on the Purchased Assets set forth on Exhibit 1.1(a) or (B) reasonably necessary to operate the Purchased Assets and, in the case of this clause (B), set forth on Exhibit 1.1(h) (collectively, the “Purchased Software”); (i) all Intellectual Property in or to the Purchased Personal Property, Books and Records or Purchased Software, in each case, owned or purported to be owned by any Seller or otherwise in the possession of any Seller and capable of being transferred (collectively, the “Purchased Intellectual Property”), including the Trademarks set forth on Exhibit 1.1(i) (the “Purchased Trademarks”) and the Purchased Domain Names; (j) the domain names set forth on Exhibit 1.1(j) (the “Purchased Domain Names”); (k) all goodwill associated with the foregoing; and (l) all rights of each Seller under any confidentiality, non-competition, assignment of inventions or similar agreements with any present or former employees, officers, directors, retirees, independent contractors or consultants of such Seller who provided services related to Asset Purchase Agreement Page 2 57073941 ACTIVE/131483433.18 #205642 v2 the Purchased Assets and/or participated in the development of the Purchased Assets, in each case solely in respect of the portion of such rights of such Seller that relate exclusively to the Purchased Assets. Notwithstanding the foregoing, the Purchased Assets do not include any Excluded Assets. Section 1.2 Cash Purchase Price; Payment. (a) In consideration of the sale and transfer of the Purchased Assets to Buyer, Buyer will pay to Atlas at Closing, as payee agent for Sellers, an aggregate amount equal to (i) US $375,000,000 minus (ii) the Solaris Credit Amount (the “Cash Purchase Price”). Atlas will notify Buyer of the allocation of the Cash Purchase Price among the Sellers at least five Business Days prior to Closing (the “Seller Allocations”). All amounts payable by one Party to another Party under this Agreement will be paid by wire transfer of immediately available funds to the account designated in writing by the Party entitled to receive such payments. (b) As additional consideration for the sale and transfer of the Purchased Assets to Buyer, at Closing, Buyer will assume and agree to pay, discharge, perform or otherwise satisfy, when due, the Assumed Liabilities. Except for the Assumed Liabilities, Buyer is not assuming, and the Seller Parties will retain, pay, perform, discharge or otherwise satisfy, when due, any Liabilities of the Seller Parties (collectively, the “Excluded Liabilities”). The Excluded Liabilities include, without limitation, the following Liabilities of the Sellers: (i) Indebtedness, Seller Transaction Expenses and any other Liabilities of the Seller Parties arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby; (ii) Any Liabilities to the extent relating to or arising out of an Excluded Asset, including (A) any Liabilities relating to or arising out of the PPG Matter or the Infringement Matter or matters underlying the Ambar Settlement Agreement (including the Proceedings described in the Ambar Settlement Agreement) and (B) if Buyer and APR Energy enter into the IID Lease Agreement pursuant to and in accordance with Section 4.12 and Section 5.1(h)(ii), any Liabilities relating to or arising out of the IID Contract, whether prior to or after the Closing; (iii) Any Liabilities (A) to any present or former employees, officers, directors, retirees, independent contractors or consultants of any of the Sellers, including any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments, in each case, whether in respect of periods prior to or after the Closing (except, with respect to any Transferring Employee, Liabilities to any such Transferring Employee solely to the extent arising after, and in respect of periods after, such Transferring Employee commences employment with Buyer or its Affiliate), and (B) in respect of Employee Benefit Plans; (iv) Any Liabilities arising out of, relating to or otherwise in respect of the Assigned Contracts (A) with respect to periods prior to the Closing and (B) arising from a pre-Closing breach or default by any of the Sellers; Asset Purchase Agreement Page 3 57073941 ACTIVE/131483433.18 #205642 v2 (v) Any Liabilities of any kind arising out of, based on or resulting from (A) the presence of or Release by a Seller of any Hazardous Materials, or (B) any actual or alleged non-compliance with any environmental Law or term or condition of any environmental Permit, in each case, prior to the Closing; (vi) any Liabilities for (A) Taxes of a Seller Party or any of its Affiliates for any Tax period, including any liability or obligations for Taxes of any Seller Party or any Affiliate of any Seller Party that becomes a liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of Contract or Law, (B) Taxes related to the Purchased Assets attributable to Pre-Closing Tax Periods (including a Seller Party’s portion of any Taxes in respect of a Straddle Period in accordance with Section 4.6(c))), (C) Taxes of any other Person pursuant to a Contract or otherwise that relate to an event or transaction occurring on or before the Closing Date and (D) subject to Section 4.6(d), any and all Taxes that arise out of the consummation of the transactions contemplated hereby (collectively, “Seller Taxes”); (vii) if Buyer and APR Energy enter into the IID Lease Agreement pursuant to and in accordance with Section 4.12 and Section 5.1(h)(ii), Liabilities of any Seller (including APR Energy) under the IID Lease Agreement; and (viii) all Liabilities to the extent arising out of or relating to the ownership, operation, maintenance, leasing or conduct of the Purchased Assets at or prior to the Closing. Section 1.3 Closing. The consummation of the transactions contemplated by this Agreement (“Closing”) will take place by conference call and electronic (i.e., email/PDF) exchange of signatures, documents and other deliverables required to be executed and/or delivered at or prior to Closing on the fifth Business Day following the date on which the last of the conditions set forth in ARTICLE 5 has been satisfied or waived (other than those conditions which by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions at Closing), or at any other place, time or date as may be mutually agreed by Buyer and Atlas. The date on which Closing occurs is referred to as the “Closing Date.” Title and risk of loss will transfer to Buyer at the actual time of Closing. Section 1.4 Closing Deliverables. (a) At Closing, Buyer will pay the Cash Purchase Price to Atlas (as payee agent) and will deliver (or cause to be delivered) to Atlas: (i) an assignment and assumption agreement in respect of the Purchased Assets and Assumed Liabilities, in customary form reasonably acceptable to the Buyer and Atlas, executed by Buyer (the “Assignment and Assumption Agreement”); and (ii) a restrictive covenant agreement by and between Atlas and Duos Technologies Group, Inc. (“Duos”), in the form attached hereto as Exhibit C, duly executed by Duos (the “Restrictive Covenant Agreement”); (iii) (A) an assignment of Purchased Trademarks and Purchased Domain Names to Buyer, in form and substance reasonably acceptable to Buyer and Atlas, duly executed by Buyer and (B) a transitional grant-back license to the Purchased Trademarks and Purchased Domain Names in favor of the applicable Sellers, in the form attached Asset Purchase Agreement Page 4 57073941 ACTIVE/131483433.18 #205642 v2 hereto as Exhibit D, duly executed by Buyer (collectively, the “Trademark and Domain Name Assignment and License”); and (iv) the Common Interest Agreement, duly executed by Buyer. (b) At Closing, the applicable Seller Parties will deliver to Buyer: (i) evidence of the release of all Encumbrances (other than Permitted Encumbrances) on the Purchased Assets, including UCC-3 termination statements and releases (in each case, in form and substance reasonably acceptable to Buyer) to evidence the release of all such Encumbrances on the Purchased Assets (including any such Encumbrances under the laws of, or in respect of Purchased Assets located in, Mexico and Equatorial Guinea); (ii) a bill of sale for the Purchased Assets, in customary form reasonably acceptable to the Buyer and Atlas, executed by each Seller; (iii) the Assignment and Assumption Agreement, executed by each Seller; (iv) a properly completed IRS Form W-9, executed by each U.S. Seller; (v) a properly completed IRS Form W-8, executed by each non-U.S. Seller; (vi) the Restrictive Covenant Agreement, duly executed by Atlas; (vii) the Trademark and Domain Name Assignment and License, each duly executed by the applicable Sellers party thereto; and (viii) the Common Interest Agreement, duly executed by APR Energy. Section 1.5 Certain Consents. Notwithstanding anything in this Agreement or any Transaction Document to the contrary, with respect to the assignment to Buyer of the Assigned Contracts, this Agreement and the other Transaction Documents will not constitute an agreement to assign any Contract, or any claim, right or benefit thereunder, if an attempted assignment thereof, without the consent of the applicable counterparty or another Person, would constitute a breach or default under such Contract that would reasonably be expected to materially and adversely impact the rights and benefits of a Seller under such Assigned Contract (any such Contract, a “Specified Contract”). Without limiting the Parties’ obligations pursuant to Section 4.12, if consent to the assignment of a Specified Contract (including, for the avoidance of doubt, the GE MMP Contract or the Jacksonville Storage Contract) is not obtained prior to Closing, until such consent is obtained or a new Contract is entered into directly with Buyer, the Parties will cooperate in good faith to mutually agree upon reasonable arrangements designed to provide to Buyer the rights and benefits intended to be assigned to it, and impose on Buyer the burdens and liabilities intended to be assumed by it, with respect to such Specified Contract, including, at Buyer’s request, the enforcement of rights under such Specified Contract at the expense (payable in advance) and for the account of Buyer. Section 1.6 Wrong Pockets; Misdirected Payments. (a) If, after the Closing Date, Atlas or Buyer in good faith identifies any asset or Contract owned or held by a Seller or any Affiliate thereof that should have been, but Asset Purchase Agreement Page 5 57073941 ACTIVE/131483433.18 #205642 v2 inadvertently was not, transferred prior to Closing to Buyer as a Purchased Asset, then Atlas or Buyer, as applicable, will notify the other as soon as reasonably practicable upon becoming aware of such asset or Contract and, unless it reasonably disagrees in good faith (for the avoidance of doubt, any such disagreement shall not preclude any Party from asserting a claim under this Agreement), Atlas will cause its applicable Affiliate to transfer such asset or Contract to Buyer as soon as reasonably practicable for no additional consideration, and Buyer will assume such asset or Contract and will thereafter pay, perform, discharge or otherwise satisfy the obligations under any such Contract in accordance with its terms. Upon the effectiveness of such assignment or assumption in accordance with the immediately preceding sentence, the asset or Contract, as applicable, will automatically and immediately be deemed to be included in and constitute a Purchased Asset, and the failure to deliver such asset or Contract at Closing will not, in and of itself, constitute a breach of this Agreement if and to the extent such omission is cured in accordance with this Section 1.6(a). If, after the Closing Date, either Atlas or Buyer in good faith identifies any asset or Contract that was transferred to Buyer at Closing that should not have been so transferred, then Atlas or Buyer, as applicable, will notify the other as soon as reasonably practicable upon becoming aware of such asset or Contract and, unless it reasonably disagrees in good faith (for the avoidance of doubt, any such disagreement shall not preclude any Party from asserting a claim under this Agreement), Buyer will or will cause its applicable Affiliate to transfer such asset or Contract to Atlas or its designee as soon as reasonably practicable for no additional consideration. (b) From and after Closing, if any Party or any of its Affiliates receives payment from any Person that should have been made to another Party or any Affiliate of such other Party, the applicable Party will cause the Person receiving such payment to promptly remit or transfer the same to the rightful recipient. Section 1.7 Withholding Tax. Buyer shall be entitled to deduct and withhold from amounts payable hereunder all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. In the event Buyer intends to deduct and withhold any Taxes pursuant to the forgoing, Buyer shall use commercially reasonable efforts to first notify the seller of such intent, and Seller and Buyer shall discuss in good faith whether such Taxes can be mitigated to the extent permitted under applicable Tax Law. To the extent delivered to the appropriate Governmental Body, all such withheld amounts shall be treated as delivered to Sellers hereunder. Section 1.8 Designated Buyer. (a) Notwithstanding any other provision of this Agreement to the contrary, with respect to the acquisition of any particular Purchased Assets or the assumption of any particular Assumed Liabilities, Buyer may, upon written notice to Atlas, which written notice (a “Designation Notice”) must be delivered after the date of this Agreement but not less than five Business Days prior to the anticipated Closing Date, designate one or more Affiliates of Buyer (whether or not existing as of the date hereof) as a ”Designated Buyer” hereunder (each such designee, a “Designated Buyer”). Each Designation Notice contemplated hereby shall (i) set forth the name and jurisdiction of organization of the Designated Buyer, and (ii) specify which specific Purchased Assets or Assumed Liabilities, as applicable, shall be acquired or assumed by such Designated Buyer. Upon the designation contemplated hereby, each Designated Buyer and each Seller shall execute a bill of sale and assignment and assumption Agreement (or other applicable instrument(s) of transfer and assignment) as may be reasonably necessary in order to give effect to the consummation of such purchases and transfers by such Designated Buyer. Subject to the immediately preceding sentence, Buyer may amend or alter any Designation Asset Purchase Agreement Page 6 57073941 ACTIVE/131483433.18 #205642 v2 Notices at any time prior to five Business Days prior to Closing. Each Designated Buyer (together with Buyer) will be deemed to be “Buyer” for all purposes under this Agreement, the Transaction Documents and any certificate delivered pursuant hereto or thereto; provided that Buyer shall not designate a Designated Buyer that would reasonably be expected to result in a material increase in aggregate Tax liability, including withholding or Transfer Taxes, to the Sellers. (b) Any payment of the Cash Purchase Price (or any portion thereof) to Atlas by or on behalf of Buyer or the applicable Designated Buyer shall be deemed to have been made solely for purposes of ease of administration and shall be treated as having been made to Atlas or the applicable Seller in respect of the applicable Purchased Assets, unless otherwise required by Law. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Subject to the exceptions and qualifications set forth on the Disclosure Schedule and Section 9.12, the Seller Parties, jointly and severally, make the following representations and warranties to Buyer as of the date of this Agreement and on the Closing Date immediately preceding Closing. Section 2.1 Organization; Authorization. (a) Each Seller Party is an entity validly existing and in good standing (to the extent such concepts are relevant) under the Laws of the jurisdiction of its organization. Each Seller is qualified to own and operate the Purchased Assets and perform under the Assigned Contracts and is in good standing (to the extent such concept is relevant) as a foreign entity under the Laws of each jurisdiction where such qualification is required. Each Seller has the requisite entity power and authority to own and operate the Purchased Assets and perform under the Assigned Contracts. Atlas has made available to Buyer true, correct and complete copies of the Organizational Documents of each Seller. (b) Each Seller Party has the requisite entity power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is (or will be) a party and to perform its obligations hereunder and thereunder. The execution and delivery by a Seller Party of, and the performance by a Seller Party of its obligations under, this Agreement and the other Transaction Documents to which it is (or will be) a party has been (or will at or prior to Closing be) duly and validly authorized by all requisite entity action on the part of such Seller Party. This Agreement and each of the Transaction Documents to which a Seller Party is (or will be) a party has been (or will at or prior to Closing be) duly executed and delivered by such Seller Party and constitutes (or upon execution and delivery will constitute) the valid and legally binding obligation of such Seller Party, enforceable against it in accordance with its terms and conditions, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights of creditors generally and except as such enforceability is subject to the application of general principles of equity (regardless of whether considered in a Proceeding in equity or at law) (collectively, the “Enforceability Exceptions”). Section 2.2 Noncontravention. Neither the execution and delivery by a Seller Party of this Agreement or the other Transaction Documents to which it is (or will be) a party, the performance by such Seller Party of its obligations hereunder and thereunder, nor the Asset Purchase Agreement Page 7 57073941 ACTIVE/131483433.18 #205642 v2 consummation by such Seller Party of the transactions consummated hereby or thereby, will (individually or with the giving of notice, the passage of time or the happening of any other event or circumstance): (a) violate the Organizational Documents of such Seller Party; (b) violate any Law or Order to which such Seller Party is subject; (c) except as set forth on Schedule 2.2, conflict with, result in a breach or default of, constitute (with or without notice or lapse of time or both) a breach or default under, result in the acceleration of, or create in any third Person the right to accelerate, terminate, modify or cancel, or require any notice under, any Assigned Contract; or (d) result in the imposition of an Encumbrance (other than a Permitted Encumbrance) upon any Purchased Asset. Except for notices, filings, authorizations, consents or approvals of a Governmental Body obtained prior to Closing or required by Law to be made after Closing, including the termination or expiration of the applicable waiting period under the HSR Act, no Seller Party is required by Law, Contract or otherwise to give notice to, make a filing with or obtain the authorization, consent or approval of any Governmental Body in order to consummate the transactions contemplated by this Agreement and the other Transaction Documents. Section 2.3 Title to Purchased Assets; Condition. (a) As of immediately prior to Closing, the Sellers collectively will own good and valid title to all of the Purchased Assets, free and clear of Encumbrances, other than Permitted Encumbrances. (b) Sellers have made available to Buyer true, correct and complete copies (after having made reasonable and diligent searches of their respective records) of all operational and maintenance manuals, as-built documents, records associated with borescope and other inspections, performance or emissions test results, and maintenance records (including records of all major maintenance), in each case of or with respect to the Purchased Assets and that are in Sellers’ possession or control (collectively, the “Maintenance Records”). Except as set forth in the Maintenance Records and, in the case of the Brazilian Assets, subject to Section 2.3(c), the tangible Purchased Assets are structurally sound and in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such tangible Purchased Assets is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. (c) Except as set forth on Schedule 2.3(c): (i) the Brazilian Assets have been maintained according to the standard of a Reasonably Prudent Operator; and (ii) all necessary repairs and maintenance of the Brazilian Assets identified during borescope or other inspections have been performed according to the standard of a Reasonably Prudent Operator. (d) The Purchased Assets which are tangible assets constitute all of the tangible assets (i) that are used or held for use in the operation of each of the assets identified on Exhibit 1.1(a) and (ii) necessary for the operation of each such asset after the Closing in substantially the same manner as each such asset was operated immediately prior to the Closing. Neither Atlas nor any of its Affiliates (other than the Sellers) owns any tangible assets that are used or held for use in, or that are necessary for, the operation of any such asset identified on Exhibit 1.1(a). Asset Purchase Agreement Page 8 57073941 ACTIVE/131483433.18 #205642 v2 Section 2.4 Absence of Certain Changes. Except as set forth on Schedule 2.4, since January 1, 2024: (a) Each Seller has conducted its business, with respect to the Purchased Assets, in the Ordinary Course; (b) no Material Adverse Effect has occurred with respect to the Purchased Assets or any Seller; (c) no Seller has suffered any loss or destruction to any Purchased Asset, or any loss or destruction of any material property or asset that would have been a Purchased Asset had it existed on the Closing Date; (d) except as required under the terms of any Employee Benefit Plan or applicable law no Seller has (i) granted any incentive, retention, change in control, severance, bonus, equity or equity-based or other similar awards, or accelerated the funding, vesting or payment of any compensation or benefit or make any increases in the salaries, bonuses or other compensation and benefits payable to any Eligible APR Employee; or (ii) entered into any collective bargaining agreement applicable to any Eligible APR Employee; (e) no Seller has mortgaged, pledged or subjected any Purchased Asset to any Encumbrance (other than Permitted Encumbrances); (f) no Seller Party has accelerated, terminated, cancelled, renewed, materially amended, granted a material waiver under or otherwise modified any Assigned Contract in any material respect; (g) no Seller has engaged in a merger, consolidation, reorganization, reclassification, liquidation, dissolution or similar transaction or filed a petition in bankruptcy under any provision of foreign, federal or state bankruptcy Law or consented to the filing of any bankruptcy petition against it under any similar Law, in each case, relating to or affecting the Purchased Assets; (h) to the extent related to any accounts receivable or accounts payable that constitute Purchased Assets or Assumed Liabilities, as applicable, no Seller has accelerated or altered in any material respect, any practice or policy relating to the rate of collection of such accounts receivable or accounts payable; (i) no Seller has (i) permitted any insurance policy relating to the Purchased Assets to be cancelled, terminated, or lapsed (and excluding, for the avoidance of doubt, renewals in the Ordinary Course); or (ii) failed to maintain in full force and effect all such insurance policies relating to the Purchased Assets; and (j) no Seller has authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing. Section 2.5 Legal Compliance. (a) With respect to the Purchased Assets, during the past three years, Sellers have complied in all material respects with applicable Laws and Orders. Except as set forth on Schedule 2.5(a), during the past three years, no Seller has received any written, or to Sellers’ Asset Purchase Agreement Page 9 57073941 ACTIVE/131483433.18 #205642 v2 Knowledge, any other notice of a claim or charge alleging a violation of a Law or Order to which the Purchased Assets are subject. (b) All Permits that are necessary for the operation of the Purchased Assets (collectively, the “Licenses”) are required to be held by a Seller’s customer under the applicable Assigned Contract. To the Sellers’ Knowledge, each applicable customer validly holds all such Licenses and is in compliance, in all material respects, with the terms thereof. Each Seller, with respect to the Purchased Assets, has complied in all material respects with the Licenses held by its customers under the Assigned Contracts at each respective site on which any Seller operates the Purchased Assets. (c) There are no Permits necessary for the operation or ownership of the Purchased Assets that are required to be held by any Seller. Section 2.6 Tax Matters. Except as set forth on Schedule 2.6: (a) All material Taxes relating to the Purchased Assets due and owing (whether or not shown on any Tax Return) have been paid. (b) No Seller is currently the beneficiary of any extension of time within which to file any Tax Return relating to the Purchased Assets. (c) There are no Encumbrances for Taxes (other than Permitted Encumbrances) upon any of the Purchased Assets. (d) With respect to the Purchased Assets, during the past three years, no claim has been made by a Tax Authority in a jurisdiction where a Seller does not pay Tax that such Seller is or may be required to pay such Tax (including obligations to withhold amounts with respect to Tax) in that jurisdiction with respect to the Purchased Assets. Section 2.7 Assigned Contracts. Each Assigned Contract is legal, valid, binding, enforceable and in full force and effect against the applicable Seller and, to Sellers’ Knowledge, against each counterparty thereto, subject to the Enforceability Exceptions. No Seller or, to Sellers’ Knowledge, no counterparty to an Assigned Contract is in breach or default, in any material respect, under such Assigned Contract and to Sellers’ Knowledge, no event has occurred or circumstance exists which, with notice, lapse of time or both would constitute such a material breach or default, and during the last twelve months, no Seller Party has received any written or, to Seller’s Knowledge, other notice of any alleged default. No Party to an Assigned Contract has terminated, materially modified, accelerated or cancelled such Assigned Contract nor, to the Knowledge of the Sellers, does any counterparty to an Assigned Contract intend to do so. Buyer has been provided with a true, correct and complete copy of each Assigned Contract. Except for (i) each of the Contracts set forth on Schedule 2.7, (ii) any Contracts of insurance, (iii) intercompany arrangements in respect of or relating to the Purchased Assets, each of which will be terminated as of Closing with no further obligations or liabilities to any part thereto, and (iv) any Contract that will have no effect on Buyer, the Purchased Assets or Buyer’s ownership of the Purchased Assets from and after the Closing Date, none of the Purchased Assets is subject to, or the subject of, any Contract or agreement (whether written or oral), including any lease, other than the Assigned Contracts. As of the date hereof, Sellers and their Affiliates have purchased Parts and Services (as defined in the GE MMP Contract) from GE pursuant to the GE MMP Contract in an aggregate amount equal to at least $12,500,000, which amount is credited in full against the Minimum Spend Amount (as defined in the GE MMP Contract). Asset Purchase Agreement Page 10 57073941 ACTIVE/131483433.18 #205642 v2 Section 2.8 Proceedings. With respect to the Purchased Assets, except as set forth on Schedule 2.8, during the past three years, there have been no Proceedings pending or, to Sellers’ Knowledge, threatened against any Seller. To Sellers’ Knowledge, no event has occurred or circumstance exists which would reasonably be expected to give rise to or serve as a valid basis for the commencement of any such Proceeding. There is no Proceeding pending or, to Sellers’ Knowledge, threatened that: (a) questions the validity of this Agreement or other Transaction Document or which seek to enjoin or obtain monetary damages in respect of this Agreement or other Transaction Document or the consummation of the transactions contemplated hereby or thereby; or (b) that, individually and in the aggregate, would reasonably be expected to prevent or delay in any material respect the ability of a Seller Party to perform its obligations under and consummate the transactions contemplated by this Agreement and the other Transaction Documents. Section 2.9 Employees. (a) Except for the Contracts identified on Schedule 2.9(a) and the Employee Benefit Plans, no Eligible APR Employee, is a party to or subject to any employment Contract (excluding offer letters and similar Contracts for at-will employment terminable by a Seller (or its applicable Affiliate) without payment of severance or other penalty). True, correct and complete copies of any Contract disclosed on Schedule 2.9(a) have been made available to Buyer. Except indicated on Exhibit 8.1, no Eligible APR Employee is employed by any Person other than a Seller. (b) Sellers have made available the following information for each Eligible APR Employee: (i) position or title; (ii) primary work location; (iii) current wage, salary or hourly rate; (iv) status as exempt or non-exempt (where applicable); (v) date of first hire; (vi) status with any union; (vii) age; (viii) accrued vacation; and (ix) status as active or inactive (including on leave of absence). (c) Except as set forth on Schedule 2.9(c), with respect to the APR Employees and the Purchased Assets, no Seller (or its applicable Affiliate) is a party to or bound by any collective bargaining Contract, labor Contract or other Contract with a union or labor organization covering wages, hours or terms or conditions of employment. (d) Except as set forth on Schedule 2.9(d), with respect to the APR Employees and the Purchased Assets: (i) there is no unfair labor practice complaint pending before any foreign, federal, state or local Governmental Body; (ii) there is no pending or, to Sellers’ Knowledge, threatened labor strike, work stoppage, lockout or other material labor dispute; (iii) each Seller (and its applicable Affiliate) is and during the past three years has been in compliance, in all material respects, with applicable Laws respecting labor and employment, including provisions thereof respecting immigration, fair employment practices, work place safety and health, terms and conditions of employment, wages and hours, the classification and treatment of employees as exempt or non-exempt, and the classification and treatment of independent contractors who provide services to Sellers in connection with the operation of the Purchased Assets or the performance under the Assigned Contracts; Asset Purchase Agreement Page 11 57073941 ACTIVE/131483433.18 #205642 v2 (iv) no Seller (or its applicable Affiliate) is delinquent in the payment of wages, salaries, fees or other compensation due (except to the extent being contested in good faith); (v) there are no, and within the last three years there have been no, material grievances, complaints or charges with respect to employment or labor matters (including allegations of employment discrimination, retaliation or unfair labor practices) pending before, or to Sellers’ Knowledge threatened to be filed with, a Governmental Body; and (vi) in the past three (3) years, no union organizing or decertification efforts have occurred, to the Sellers’ Knowledge, been threatened, and no petition has been filed by or on behalf of the APR Employees or any other employees working in connection with the Purchased Assets seeking recognition of a bargaining representative. Section 2.10 Employee Benefits. (a) Schedule 2.10(a) contains a list of each material Employee Benefit Plans in which any Eligible APR Employee is eligible participate. Each Employee Benefit Plan is and has been maintained and administered in compliance, in all material respects, with its terms and applicable Laws, including without limitation ERISA and the Code. No Employee Benefit Plan or any assets thereof will be transferred to Buyer. (b) Sellers have made available to Buyer correct and complete copies of (i) the current plan document embodying or governing each material Employee Benefit Plan, (ii) the most recent summary plan description, and all summaries of material modifications related thereto, (iii) the most recent determination, advisory or opinion letter, if any, received from the Internal Revenue Service with respect to any Employee Benefit Plan subject to Section 401(a) of the Code, and (iv) the last three years of compliance and non-discrimination testing results. (c) Each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination or approval letter from the IRS, or may rely on an opinion letter issued by the IRS with respect to a prototype plan adopted in accordance with the requirements for such reliance. (d) Neither the execution and delivery of this Agreement or other Transaction Document nor the consummation of the transactions contemplated hereby or thereby, either alone or in combination with another event, could (i) result in a payment becoming due to any Eligible APR Employee, or accelerate the time of payment becoming due to any Eligible APR Employee, under any Employee Benefit Plan or otherwise, except as set forth on Schedule 2.10(d), (ii) increase the amount of compensation or benefits due to any Eligible APR Employee; (iii) accelerate the vesting, funding or time of payment of any compensation or benefit to any APR Employee; or (iv) result in any “excess parachute payment” as defined in Section 280G(b)(2) of the Code. Section 2.11 Vendors. Schedule 2.11 lists the ten largest vendors with respect to the Purchased Assets based on total consideration paid by Sellers (in the aggregate) for the 12-month periods ended each of June 30, 2023 and June 30, 2024 (collectively, the “Material Vendors”). Except as set forth on Schedule 2.11, during the 12-month period preceding the date of this Agreement, no Material Vendor has: (i) terminated, cancelled, or failed to renew, or given written or, to Seller’s Knowledge, other notice stating that such Material Vendor intends to terminate, cancel or not renew its supply of products or services to the Sellers in respect of their Asset Purchase Agreement Page 12 57073941 ACTIVE/131483433.18 #205642 v2 operation of the Business or performance under any Material Contract to which such Material Vendor is a party; or (ii) materially reduced, or give notice stating that such Material Vendor intends to cease in its entirety or materially reduce its supply of products or services to the Sellers in respect of their operation of any Purchased Assets or performance under any applicable Assigned Contracts. Section 2.12 Illegal Payments; FCPA; Sanctioned Persons. (a) No Seller Party nor, to the Sellers’ Knowledge, any of their respective officers, managers, directors, employees, agents or any other Person acting on any Seller Party’s behalf has, during the past five years, directly or indirectly, (i) made or authorized any contribution, payment, loan, reward, benefit or gift of funds, property or anything else of value to any official, employee, agent or representative of a Governmental Body or public international organization, or to any Person for the benefit of a Governmental Body or public international organization; (ii) established or maintained accounts which do not appear in any of the Books and Records that they are required to keep in accordance with applicable accounting and auditing standards, made transactions that are not recorded or that are inadequately identified, recorded non-existent expenditures, entered liabilities with incorrect identification of their object, knowingly used a false document or intentionally destroyed accounting Books and Records other than when and how permitted by applicable Law; or (iii) made any contribution to any candidate for public office, in each case where either the payment or the purpose of such contribution, payment, loan, reward or gift was, is or would be prohibited under the U.S. Foreign Corrupt Practices Act of 1977, as amended, and all implementing regulations thereof or any other anti-bribery or anti-corruption Laws (collectively, “Anti-Corruption Legislation”). (b) No Seller Party nor any of their respective directors, managers, officers, employees, agents or, to Sellers’ Knowledge any other Person acting on a Seller Party’s behalf has breached or violated any Law regulating lobbying, accounting, bids or conflicts of interest. (c) None of the Seller Parties nor any of their respective directors, managers, officers, employees or other Persons acting on their behalf is or has since April 24, 2019 been (i) a Sanctioned Person, (ii) engaged in any transactions, dealings or activities that would reasonably be expected to cause such Person to become a Sanctioned Person or (iii) engaged in any dealings or transactions, directly or indirectly with, involving or for the benefit of any Sanctioned Person or in any Sanctioned Country. (d) Each Seller Party is and has for the past five (5) years been in compliance with all applicable Ex-Im Laws and has obtained, reasonably satisfied the requirements of or is otherwise qualified to rely upon all necessary import and export licenses, registrations, declarations or other authorizations, and made any filings with any Governmental Body required for, (i) the import, export, reexport or transfer of any Purchased Asset and (ii) releases of technologies or software concerning any Purchased Asset to foreign nationals. All Purchased Assets manufactured, developed or exported by any Seller Party in the past five (5) years are and have been designated EAR99 under the Export Administration Regulations. (e) There are no material pending or, to Sellers’ Knowledge, threatened claims against any Seller Party, nor any actions, conditions, facts or circumstances that would reasonably be expected to give rise to any material future claims pertaining to the Purchased Assets with respect to Ex-Im Laws or Sanctions Laws. The Seller Parties have established and maintained written policies and procedures reasonably designed to ensure compliance with the Ex-Im Laws and Sanctions Laws. Asset Purchase Agreement Page 13 57073941 ACTIVE/131483433.18 #205642 v2 Section 2.13 Environmental Matters. The Purchased Assets have been sited and operated in compliance with all applicable environmental Laws and environmental Permits, and there has been no act, omission, or occurrence that has resulted in, or could result in, a Release of Hazardous Materials or any other contamination of the Environment or any other environmental media from or as a result of the operation, storage, or other use of the Purchased Assets. There are no pending or threatened claims, investigations, notices of violation, or enforcement actions of an environmental nature related to the Purchased Assets. The Seller Parties are not aware of any facts or circumstances of an environmental nature that could impede continued operation of the Purchased Assets or could result in any liability of an environmental nature to any person related to the Purchased Assets. Section 2.14 Broker’s Fees. No Seller or anyone acting on its behalf has any Liability to pay fees or commissions to any broker, finder, financial advisor or agent with respect to the transactions contemplated by this Agreement or the other Transaction Documents for which Buyer or any of its Affiliates will be liable. Section 2.15 Affiliate Arrangements. Except as set forth in Schedule 2.15, no director, manager, officer, employee, or equityholder of any Seller Party or any Affiliate of any of the foregoing (i) has or has during the past three years had any direct or indirect financial interest in any customer, supplier, licensee, contractor or other material business relationship of a Seller with respect to the Purchased Assets, or (ii) owns or has any other pecuniary interest in, directly or indirectly, in whole or in part, any tangible or intangible property included among or used in the operation of the Purchased Assets. Section 2.16 Real Property. (a) Schedule 2.16(a) sets forth a complete list of all real property and interests in real property that is leased, licensed or otherwise occupied by any Seller in connection with the ownership or operation of the Purchased Assets (each, a “Leased Property” and collectively, the “Leased Properties”). (b) No Seller has received written notice since January 1, 2021 of any material violation of any statute, ordinance, regulation or administrative or judicial order or holding, whether or not appearing in public records with respect to any Leased Property, which violation has not been corrected. (c) The current use, occupancy and operation of the Leased Property by the Seller Parties is in material compliance with all applicable Laws. (d) Except for the IID Assets and the Purchased Assets subject to the Solaris Contract, all of the Purchased Assets consisting of tangible personal property are located at one or more of the tracts or parcels of real property comprising the Leased Properties. (e) Each Contract pursuant to which any Seller leases any Leased Property (each such Contract, a “Lease”) is in full force and effect and is a valid, binding and enforceable obligation of the Seller that is a party thereto and, to the Sellers’ Knowledge, the other parties thereto. (f) The Leased Property comprises all of the real property necessary for the operation of the Purchased Assets as currently conducted. Asset Purchase Agreement Page 14 57073941 ACTIVE/131483433.18 #205642 v2 (g) The applicable Seller has good and valid leasehold estates in or licenses to use the Leased Property held by such Seller. Section 2.17 Insurance. Schedule 2.17 contains a true, complete and accurate list as of the date hereof of all insurance policies maintained by a Seller or an Affiliate of Seller relating to the Purchased Assets (the “Insurance Policies”). No Seller or Affiliate of Seller is in material default with respect to its material obligations under any of the Insurance Policies. Except as set forth on Schedule 2.17, as of the date hereof, there are no claims pending or that have not otherwise been paid to the applicable Seller under any Insurance Policies with respect to the Purchased Assets. No Seller nor any of its Affiliates has received written, or to Sellers’ Knowledge, other notice of any claim with respect to Purchased Asset under any Insurance Policy that has been denied, rejected or disputed by any insurer or as to which any insurer has made any reservation of rights or refused to cover all or any portion of such claim. The Seller Parties have made available to Buyer all material claims made by or in respect of a Seller during the last five (5) years under any of the Insurance Policies. Section 2.18 Intellectual Property. (a) Schedule 2.18(a) contains a complete and accurate list of all (i) Purchased Intellectual Property owned or purported to be owned by a Seller that are the subject of a pending application filed with, are issued by, or registered with, as applicable, the U.S. Patent and Trademark Office, the U.S. Copyright Office or any similar office or agency anywhere in the world and have not been abandoned or expired (“Purchased Registered IP”), in each case including, to the extent applicable, (A) the owner of such filing, issuance or registration, (B) the date of filing, issuance or registration, (C) the filing, issuance or registration number, (D) the name of the body where the filing, issuance or registration was made, (E) in the case of domain names and social media accounts, the domain registrar and social media handles, and (ii) material unregistered Trademarks included in the Purchased Intellectual Property. (b) A Seller owns all right, title, and interest in the Purchased Intellectual Property that is owned or purported to be owned by Sellers, free and clear of any Encumbrances. Each applicable Seller has obtained all assignments and entered into all agreements and taken all actions so that such Seller exclusively owns all ownership rights in the Purchased Intellectual Property purported to be owned by such Seller. Except (i) with respect to commercially available off-the-shelf software licensed pursuant to non-negotiated shrink-wrap or click-through agreements or other non-negotiated standard form of licensing agreement with a total fee of less than $25,000 (“Commercially Available Software”) or (ii) except as expressly set forth on Schedule 2.18(b), the Purchased Intellectual Property constitutes all of the Intellectual Property (A) used by the Sellers in connection with the ownership and operation of the Purchased Assets and (B) reasonably necessary to own and operate the Purchased Assets, taken as a whole, immediately after the Closing in substantially the same manner as owned and operated as of immediately prior to the Closing. (c) All Purchased Registered IP is (i) registered in the name of the applicable Seller; and (ii) has been duly maintained (including the payment of maintenance fees) and is not expired, cancelled or abandoned. All Purchased Registered IP that is registered or issued is enforceable and valid. (d) There are no pending or, to the Sellers’ Knowledge, threatened claims, proceedings, suits or action against any Seller that (i) the ownership or operation of the Purchased Assets infringes or violates (or in the past three years has infringed or violated) the Asset Purchase Agreement Page 15 57073941 ACTIVE/131483433.18 #205642 v2 rights of others in or to any Intellectual Property (“Third Party IP”) or constitutes a misappropriation of (or in the past three years constituted a misappropriation of) any subject matter of any Third Party IP or (ii) any Purchased Intellectual Property is invalid or unenforceable. No Seller or an Affiliate of Seller has received any written or, to Sellers’ Knowledge, other notice alleging that any ownership or operation of the Purchased Assets infringes upon, misappropriates or otherwise violates the Intellectual Property of any Person. (e) Except as set forth on Schedule 2.18(e), to the Sellers’ Knowledge, no Person is infringing upon, misappropriating or otherwise violating any of the Purchased Intellectual Property. (f) Sellers’ operation of the Purchased Assets does not infringe or violate, and in the past three years has not infringed or violated, any Third Party IP or otherwise constitutes, or has constituted, a misappropriation of any subject matter of any Third Party IP. (g) Each Seller has taken commercially reasonable measures to protect and maintain the confidentiality and value of the Trade Secrets and confidential information of such Seller that is related to the Purchased Assets. (h) Except as set forth on Schedule 2.18(h), there are no licenses, sublicenses, or other agreements pursuant to which a Seller authorized any third party to own in any manner, use, practice any rights under, co-exist with, or grant sublicenses with respect to, any Purchased Intellectual Property. Schedule 2.18(h) sets forth a complete and accurate list of all licenses, sublicenses, and other agreements (other than with respect to Commercially Available Software, employment agreements in the form or forms made available to Buyer and non-disclosure agreements entered into in the Ordinary Course) pursuant to which any Seller is authorized by any third party to own in any manner, use, practice any rights under, co-exist with, or to grant sublicenses with respect to, any Purchased Intellectual Property or other Intellectual Property related to the ownership or operation of the Purchased Assets. (i) All former and current employees, consultants and contractors of any Seller who have created or developed, while employed or engaged by a Seller, any inventions, improvements, ideas, discoveries, developments, writings, works of authorship (including software and documentation), know-how, processes, methods, technology, trademarks, service marks, data, information or other intellectual property that relates to the Purchased Assets or any Seller’s research or development for any of the Purchased Assets, was developed in the performance of the services for any Seller or was developed using any Seller’s equipment, supplies, facilities or Trade Secret information executed written instruments with the applicable Seller that assign to such Seller all rights, title and interest (including all Intellectual Property) in and to all of the forgoing; a valid and enforceable assignment to the applicable Seller for each Patent in the Purchased Intellectual Property has been duly recorded with the U.S. Patent and Trademark Office and all similar offices and agencies anywhere in the world in which foreign counterparts are registered or issued. (j) None of the Sellers have (A) granted, directly or indirectly, any current or contingent rights, licenses or interests in or to any source code in any Purchased Software owned or purported to be owned by Seller, or (B) provided or disclosed any source code of any Purchased Software owned or purported to be owned by Sellers to any Person. (k) No funding, facilities or personnel of any Governmental Body, university, college, other educational institution or research center was used directly or indirectly in Asset Purchase Agreement Page 16 57073941 ACTIVE/131483433.18 #205642 v2 connection with the development of any Purchased Intellectual Property owned by Sellers in such a manner as to give any of the foregoing any reasonable basis for a claim or right, current or contingent, in or to any Purchased Intellectual Property owned or purported to be owned by Sellers. (l) No Seller is, or has ever been, a member or promoter of, or a contributor to, any industry standards body or similar organization which, as a result thereof, has a legal right to compel any Seller to grant or offer to any other person or entity any license or right to any Purchased Intellectual Property owned or purported to be owned by Sellers. (m) Following the Closing, subject to the Trademark and Domain Name Assignment and License, the Buyer will have identical rights and privileges in the Purchased Intellectual Property owned or purported to be owned by Sellers in connection with the operation or ownership of the Purchased Assets as the Sellers had such Purchased Intellectual Property immediately prior to the Closing. Section 2.19 Data Privacy and Security. (a) With respect to the Purchased Assets, each Seller has during the last three years complied and currently complies, in all material respects, with: (i) its obligations under all applicable Privacy Laws; (ii) such Seller’s contractual obligations; and (iii) if applicable, the Payment Card Industry Data Security Standard and all other applicable requirements of the payment card brands, in each case as related to (A) the privacy of all individuals, (B) the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing of any Personal Information collected or used by such Seller and/or by third parties having access to such information and (C) the transmission of marketing and/or commercial messages through any means, including, without limitation, via email, text message and/or any other means and the use of Personal Information in connection with any form of advertising; and (D) the recording or any interception of any communications (collectively, the “Privacy Requirements”). (b) With respect to the Purchased Assets, each Seller has taken commercially-reasonable organizational, physical, administrative, and technical measures (including as required by Privacy Requirements and consistent with standards prudent in the industry in which such Seller operates) designed to protect: (i) the integrity, security, and operations of all Business IT Systems owned by a Seller; and (ii) all Personal Information and all other data owned, controlled, or stored by such Seller from and against data security incidents or other misuse, in each case, relating to the Purchased Assets. Each Seller has implemented commercially reasonable procedures, in material compliance with such Seller’s obligations, under applicable Privacy Requirements, designed to detect data security incidents and to protect Personal Information against loss and against unauthorized access, use, modification, disclosure, or other misuse, in each case, with respect to or relating to the Purchased Assets. (c) In the last three years, no Seller has had any material data breaches or security incidents relating to Personal Information, Business IT Systems, or Seller confidential information in the custody or control of such Seller or, to the Sellers’ Knowledge, any service provider acting on behalf of such Seller, in each case, to the extent relating to the Purchased Assets. To the Sellers’ Knowledge, in the last three years there has been no unauthorized or illegal use, or access to, any Personal Information, in each case, with respect to or relating to the Purchased Assets. Asset Purchase Agreement Page 17 57073941 ACTIVE/131483433.18 #205642 v2 Section 2.20 CFIUS. None of the Purchased Assets, the Transferring Employees or any related business activities, individually or when taken together, constitute(s) a “U.S. business” that (a) produces, designs, tests, manufactures, fabricates or develops one or more “critical technologies”; (b) performs the functions as set forth in column 2 of Appendix A to 31 C.F.R. Part 800 with respect to “covered investment critical infrastructure”; or (c) maintains or collects, directly or indirectly, “sensitive personal data” of U.S. citizens, in each case as such terms in quotation marks are defined in the Defense Production Act of 1950, as amended, including all implementing regulations thereof. Section 2.21 No Other Representations or Warranties. Other than the representations and warranties expressly made by the applicable Seller Parties in this ARTICLE 2, as qualified by the Disclosure Schedule, in the other Transaction Documents to which it is party and in any certificate delivered pursuant hereto (such representations and warranties, as so qualified, collectively, the “Express Representations”), no Seller Party or any other Person has made or makes any representation or warranty, express or implied, in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby. Without limiting the generality of the foregoing, except as expressly covered by an Express Representation, (a) no Seller or any Person acting on its behalf has made any representation or warranty with respect to any information furnished to Buyer or its Affiliates or Representatives, whether distributed by or on behalf of a Seller, an Affiliate of Seller or any of their respective Representatives, or any other Person, including with respect to any information contained in a “virtual data room” or provided in any communications regardless of the medium, and (b) no representation or warranty has been or is made concerning any projections, estimates or budgets in regards to future revenues, expenses, capital expenditures, results of operations or otherwise. The Seller Parties expressly disclaim any and all representations and warranties other than the Express Representations (including any representations or warranties implied by applicable Law). Buyer acknowledges and agrees that, except for the Express Representations, Buyer is acquiring the Purchased Assets and the Assumed Liabilities on an “as is, where is” basis. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER Buyer makes the following representations and warranties to the Seller Parties as of the date of this Agreement and on the Closing Date immediately preceding Closing. Section 3.1 Organization; Authorization. (a) Buyer is an entity validly existing and in good standing (to the extent such concepts are relevant) under the Laws of the jurisdiction of its organization. (b) Buyer has the requisite entity power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is (or will be) a party and to perform its obligations hereunder and thereunder. The execution and delivery by Buyer of, and the performance by Buyer of its obligations under, the Transaction Documents to which it is (or will be) a party has been (or will at or prior to Closing be) duly and validly authorized by all requisite entity action on the part of Buyer. This Agreement and each of the Transaction Documents to which Buyer is (or will be) a party has been (or will at or prior to Closing be) duly executed and delivered by Buyer and constitutes (or upon execution and delivery will constitute) the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to the Enforceability Exceptions. Asset Purchase Agreement Page 18 57073941 ACTIVE/131483433.18 #205642 v2 Section 3.2 Noncontravention. Neither the execution or delivery by Buyer of this Agreement or the other Transaction Documents to which it is (or will be) a party, the performance by Buyer of its obligations hereunder and thereunder, nor the consummation by Buyer of the transactions contemplated hereby or thereby, will (individually, or with the giving of notice, the passage of time or the happening of any other event or circumstance): (a) violate the Organizational Documents of Buyer ; (b) violate any Law or Order to which Buyer is subject; or (c) conflict with, result in a breach or default of, constitute a default under any Contract to which Buyer is a party or by which Buyer is bound or to which any of their assets are subject. Except for any notices, filings, authorizations, consents or approvals of a Governmental Body obtained by Buyer or any of its Affiliates prior to Closing or required by Law to be made after Closing, including the termination or expiration of the applicable waiting period under the HSR Act, Buyer is not required by Law, Contract or otherwise to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Body in order to consummate the transactions contemplated by this Agreement and the other Transaction Documents. Section 3.3 Proceedings. There is no Proceeding pending or, to the knowledge of Buyer, threatened against Buyer that: (a) questions the validity of this Agreement or other Transaction Document or which seek to enjoin or obtain monetary damages in respect of this Agreement or other Transaction Document or the consummation of the transactions contemplated hereby or thereby; or (b) that, individually and in the aggregate, would reasonably be expected to prevent or delay in any material respect the ability of Buyer to perform its obligations under and consummate the transactions contemplated by this Agreement and the other Transaction Documents. Section 3.4 Solvency. Assuming that, (a) the representations and warranties set forth in Article 2 are true and correct in all material respects as of the Closing and (b) the Seller Parties have complied in all material respects with the covenants and agreements contained herein (to the extent requiring performance prior to the Closing), then, immediately after the consummation of the Closing, Buyer will be Solvent. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement or the other Transaction Documents with the intent to hinder, delay or defraud either present or future creditors of Buyer. Section 3.5 Projections. Buyer acknowledges that there are uncertainties inherent in any financial projection or forecast and that Buyer is familiar with such uncertainties and Buyer takes full responsibility for making their own evaluation of the adequacy and accuracy of any projections and forecasts furnished to them or their respective Representatives by or on behalf of a Seller. Section 3.6 Broker’s Fees. Neither Buyer or anyone acting on its behalf has any Liability to pay fees or commissions to any broker, finder, financial advisor or agent with respect to the transactions contemplated by this Agreement or the other Transaction Documents for which a Seller or any of its Affiliates will be liable. Section 3.7 Financing. Buyer has delivered to Atlas an accurate and complete copy of the Equity Commitment Letter. The Equity Commitment Letter is in full force and effect and no event has occurred or circumstance exists that, with or without notice, lapse of time or both, would reasonably be expected (i) to constitute or result in a material breach or default on the part of any Person under the Equity Commitment Letter, (ii) to constitute or result in a failure to satisfy a condition precedent or other contingency set forth in the Equity Commitment Letter, Asset Purchase Agreement Page 19 57073941 ACTIVE/131483433.18 #205642 v2 (iii) to cause the Equity Commitment Letter to terminate, to be withdrawn, modified, repudiated or rescinded or to be or become ineffective or (iv) to otherwise cause all or any portion of the funds contemplated to be available under the Equity Commitment Letter to not be available to Buyer at the Closing. As of the date hereof, the Equity Commitment Letter is a legal, valid and binding obligation of Buyer and the Equity Financing Source, enforceable against such Persons in accordance with its terms except as enforceability may be limited by the Enforceability Exceptions. As of the date hereof, there are no other agreements, side letters or arrangements (in each case other than the Equity Commitment Letter) to which the Equity Financing Source is a party or by which it is bound relating to the funding or investing, as applicable, of the Equity Financing that would reasonably be expected to affect the availability of the Equity Financing or any portion thereof on the Closing Date. As of the date hereof, no Equity Financing Source has notified Buyer of its intention to terminate any commitment set forth in its Equity Commitment Letter or not to provide its portion of the Equity Financing. There are no conditions precedent or other contingencies related to the funding of the full amount of the Equity Financing, other than expressly set forth in the Equity Commitment Letter. The aggregate proceeds contemplated by the Equity Financing will be sufficient, if and when funded in accordance with the terms of the Equity Commitment Letter, for Buyer to pay the amounts due Sellers at the Closing under this Agreement. For avoidance of doubt, this Agreement is not subject to any debt financing contingency. Section 3.8 Reliance. Buyer acknowledges and agrees that: (a) the Express Representations constitute the sole and exclusive representations or warranties made by the Seller Parties with respect to the Purchased Assets, the Seller Parties, their respective businesses and the transactions contemplated by this Agreement and the other Transaction Documents and, except for such Express Representations, no Seller Party or any other Person makes, or has made, any other express or implied representation, warranty or statement, and all other representations, warranties and statements of any kind or nature, express or implied, are, in each case, specifically disclaimed; and (b) neither Buyer nor any other Person is relying on, or has been induced by, any representations, warranties or statements made by or on behalf of a Seller Party or any of its Affiliates in connection with the transactions contemplated by this Agreement and the other Transaction Documents, in each case other than the Express Representations. Section 3.9 No Other Representations or Warranties. Other than the representations and warranties expressly made by Buyer in this ARTICLE 3, in the other Transaction Documents to which it is a party and in any certificate delivered pursuant hereto, neither Buyer nor any other Person has made or makes any representation or warranty, express or implied, in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby, and Buyer expressly disclaim any and all other representations and warranties. ARTICLE 4 COVENANTS AND AGREEMENTS Section 4.1 Conduct Pending Closing. (a) From the date of this Agreement until the earlier of Closing and the termination of this Agreement in accordance with its terms, each Seller will conduct its activities, with respect to the Purchased Assets, in the Ordinary Course and will exercise commercially reasonable efforts to preserve intact the Purchased Assets and its business organization, personnel, customer and supplier relationships and goodwill with respect to the Purchased Assets, except, in any case, for actions: (i) taken with Buyer’s prior written consent (not to be unreasonably withheld, Asset Purchase Agreement Page 20 57073941 ACTIVE/131483433.18 #205642 v2 conditioned or delayed); (ii) expressly required to be taken by this Agreement or another Transaction Document; (iii) required to be taken by applicable Law; or (iv) described on Schedule 4.1. (b) Without limiting the generality of Section 4.1(a), from the date of this Agreement until the earlier of Closing and the termination of this Agreement in accordance with its terms, no Seller will, directly or indirectly, (i) take any action that would have required disclosure on Schedule 2.4 had such action occurred immediately prior to the execution and delivery of this Agreement, (ii) settle, compromise or resolve or make any offer to settle, compromise or resolve, or consent to the entry of any judgment with respect to, any Proceeding relating to the Infringement Matter if such settlement or resolution would result in any Lien on or a license to, or otherwise would reasonably be expected to encumber or impair, any Purchased Assets; (iii) enter into any Contract in respect of or related to any Purchased Assets; or (iv) amend, supplement, modify or otherwise alter the terms of the Solaris Contract (including, for the avoidance of doubt, consenting to or approving any extension of the term thereof), in each case, except for actions: (A) taken with Buyer’s prior written consent (in the case of clause (i), not to be unreasonably withheld, conditioned or delayed); (B) expressly required to be taken by this Agreement or other Transaction Document; (C) required to be taken by applicable Law; or (D) set forth on Schedule 4.1. Section 4.2 Access to Information. Subject to the immediately following sentence, from the date of this Agreement to the earlier of Closing or the termination of this Agreement in accordance with its terms, upon reasonable notice, Seller Parties will (a) provide Buyer and its Representatives reasonable access to the Purchased Assets and Books and Records relating to the Purchased Assets and furnish Buyer and its Representatives with such other information regarding the foregoing as they may reasonably request and (b) instruct Sellers’ respective Representatives to reasonably cooperate with Buyer in their investigation of the Purchased Assets; provided that any such investigation will be conducted in a manner that does not unreasonably interfere with the normal operations of the Seller Parties’ businesses and maintains the confidentiality of the transactions contemplated by this Agreement and the other Transaction Documents. Notwithstanding the foregoing, nothing in this Agreement will require or be construed to require any Seller Party or other Person to provide any access or otherwise make available any documents or information that, on the written advice of such Seller Parties’ legal counsel, would reasonably be expected to (i) result in the disclosure of any Trade Secrets of any third Person or violate the terms of any confidentiality obligations to which such Seller Party is bound, (ii) result in a violation of any applicable Law or (iii) waive the protection of any legal privilege. If any access or information is withheld on the basis of the foregoing sentence, Atlas will, and will cause the Sellers to, use commercially reasonable efforts to inform Buyer of the general nature of what is being withheld and make substitute disclosures that will not suffer from the foregoing impediments. Nothing in this Agreement will limit any of a Party’s rights of discovery in the event of litigation or arbitration between the Parties. Buyer acknowledges that it and its advisors have been given the opportunity to inspect the Purchased Assets prior to the date of this Agreement and it has taken full responsibility for determining the scope of its inspection of the Purchased Assets and for the manner in which such inspections have been conducted and, as of the Closing Date, Buyer has either completed such inspections to its satisfaction or voluntarily declined to do so. All information furnished to or obtained by Buyer or its Affiliates or Representatives pursuant to this Section 4.2 will be treated as confidential information subject to the terms of the Confidentiality Agreement executed by Atlas and Duos Technologies Group, Inc. as of August 2, 2024 (the “Confidentiality Agreement”), the provisions of which are incorporated herein by reference. Asset Purchase Agreement Page 21 57073941 ACTIVE/131483433.18 #205642 v2 Section 4.3 Efforts; Notices; Further Assurances. (a) Upon the terms and subject to the conditions set forth in this Agreement, and without limiting any other provision hereof, each Party will use its commercially reasonable efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the other Transaction Documents, including by: (i) making filings and responding to inquiries under applicable Competition Laws; (ii) seeking all Governmental Authorizations that are required as a result of the execution, delivery and performance by the Parties of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; (iii) seeking any consent, approval or authorization from, and giving any notice to, any Person (other than a Governmental Body) that is required as a result of the execution, delivery and performance by the Parties of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including, in the case of Sellers, seeking any consent or giving any notice required in respect of the IID Contract, the GE MMP Contract and the Jacksonville Storage Contract, as the case may be; (iv) defending any Proceedings brought by a third Person, whether judicial or administrative, challenging this Agreement, another Transaction Document or the consummation of the transactions contemplated hereby or thereby; (v) facilitating the transfer and conveyance to Buyer of Sellers’ rights in the Purchased Systems, whether or not there are Contracts underlying such Purchased Systems and whether or not any such Contracts constitute Assigned Contracts, including transferring and delivering to Buyer such equipment, digital keys or other rights as are necessary for Buyer to operate the Purchased Systems after the Closing; and (vi) executing and delivering any additional instruments or documents necessary to consummate the transactions contemplated by, and to fully carry out and document the intent of, this Agreement and the other Transaction Documents. (b) Buyer (or its corporate parent) and Atlas (or its corporate parent) will file, or cause to be filed, their respective initial pre-merger notifications under the HSR Act no later than ten Business Days following the date of this Agreement. Without limiting the generality of Section 4.3(a), the Parties will and will cause their respective Affiliates to promptly take all actions that the Parties deem reasonably necessary or appropriate to expeditiously consummate the transactions contemplated by this Agreement; provided, that nothing in this Section 4.3 or otherwise in this Agreement shall require Buyer or any of its Affiliates to take any action that limits the freedom of action with respect to, or its ability to retain any of the businesses or assets of, Buyer or any of its Affiliates, or the Purchased Assets after Closing, including (i) negotiating, committing to, or effecting, by consent decree, hold separate order or otherwise, the sale, lease, license, divestiture or disposition of any entities, assets, facilities, rights, product lines or businesses of Buyer or its Affiliates or the Business, (ii) terminating any existing relationships, contractual rights or obligations of Buyer or its Affiliates or the Business, (iii) terminating any joint venture or other arrangement of Buyer or its Affiliates or the Business, (iv) creating any relationship, contractual rights or obligations of Buyer or its Affiliates or the Business, (v) effectuating any other change or restructuring of Buyer or its Affiliates or the Business, and (vi) otherwise taking or committing to take any actions, including agreeing to prior approval restrictions, with respect to the businesses, product lines, or assets of Buyer or its Affiliates or the Business; provided, further, that the Seller Parties shall only be required to take or commit to take any such action with respect to the Purchased Assets, or agree to any such condition or restriction with respect to the Purchased Assets, if such action, commitment, agreement, condition or restriction is binding on Seller Parties only in the event the Closing occurs. Buyer will pay all required filing fees in connection with any Competition Filing. Asset Purchase Agreement Page 22 57073941 ACTIVE/131483433.18 #205642 v2 (c) Buyer (or its Affiliates, as applicable) and Atlas will, with respect to the transactions contemplated by this Agreement or other Transaction Documents: (i) promptly notify the other of, and if in writing furnish the other Party with a copy of, any communication from a Governmental Body and permit the other Party to review and discuss in advance (and to consider in good faith any comments made by the other Party in relation to) any proposed written communication to a Governmental Body, (ii) keep the other Party reasonably informed of any developments, meetings or discussions with any Governmental Body, (iii) not participate in any meeting or discussions with a Governmental Body in respect of any filing, investigation or inquiry without giving the other Party prior notice of such meeting or discussions and, unless prohibited by such Governmental Body, the opportunity to attend or participate, and (iv) jointly coordinate and determine in good faith the process and strategy of seeking, as expeditiously as possible, required clearance, expiration of time period, consent, approval or waiver under applicable Competition Laws. A Party may designate any non-public information provided to a Governmental Body as restricted to “outside counsel” only and any such information will not be shared with directors, officers or employees, or their equivalents, of another Party without approval of the Party providing the non-public information and materials may be redacted (A) to remove references concerning the valuation of the Purchased Assets, (B) as necessary to comply with contractual arrangements and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. If a Party receives a request for additional information or documentary material from a Governmental Body (including a so-called “second request”), the Parties will use their respective commercially reasonable efforts to produce, as soon as reasonably possible after the date of such request, all materials in response to such request, and will certify its compliance with such request. (d) For purposes of this Section 4.3, except as otherwise expressly required by the terms of this Agreement, “commercially reasonable efforts” will not require a Seller or an Affiliate of a Seller to expend any money to remedy a breach of any representation or warranty hereunder, to commence a Proceeding, to waive or surrender any right, to modify any Contract, to offer or grant any accommodation or concession (financial or otherwise) to any third Person or to otherwise suffer any detriment, to obtain any consent required for the consummation of the transactions contemplated by this Agreement or another Transaction Document, or to waive or forego any right, remedy or condition hereunder unless such action is requested in writing by Buyer, will create no Liability to a Seller or an Affiliate of a Seller and is expressly conditioned upon Closing having occurred. (e) After Closing, the Parties will, without further consideration except as expressly provided herein, take all actions, execute and deliver all further documents and do all other acts and things as another Party may reasonably request to carry out, document and effectuate the intent of this Agreement and the other Transaction Documents. Without limiting the foregoing, after the Closing, the Seller Parties shall take, or cause to be taken, all actions and shall do, or cause to be done, all things reasonably necessary, proper or advisable in order to pay and discharge, on a joint and several basis, all Excluded Liabilities in respect of which a third Person has made a claim or demand against Buyer, Duos or their respective Affiliates or otherwise instituted or threatened to institute a claim, demand or Proceeding against Buyer, Duos or their respective Affiliates, in each case as and when such Excluded Liabilities become due and payable. In addition, in the event that any of the Purchased Assets are transferred at the Closing subject to any Encumbrances (other than Permitted Encumbrances) in violation of Section 1.1, then the Seller Parties shall use their respective best efforts to cause such Encumbrances to be discharged as promptly as practicable after being made aware of the same. Section 4.4 Restrictive Covenants. Asset Purchase Agreement Page 23 57073941 ACTIVE/131483433.18 #205642 v2 (a) For a period of two years following the Closing Date, each Seller Party will not, and will cause its controlled Affiliates not to, directly or indirectly: (i) solicit, hire or induce or assist any other Person to solicit or hire any Transferring Employee; or (ii) induce or assist any other Person to induce any Transferring Employee to leave his or her employment; provided, however, that nothing in this Section 4.4(a) will apply to: (A) an individual who responds to or is hired as a result of a general solicitation of employment or a generalized employee search by headhunter/search firms (in either case not specifically directed at any employees of Buyer or its Affiliates); or (B) soliciting or hiring any former Transferring Employee whose employment has been terminated by Buyer or its Affiliates for at least six months prior to the date of first solicitation or hiring. (b) For a period of two years following the Closing Date, Buyer will not, and will cause its controlled Affiliates not to, directly or indirectly: (i) solicit, hire or induce or assist any other Person to solicit or hire any APR Employee other than any Eligible APR Employee (such employees, the “Restricted APR Employees”); or (ii) induce or assist any other Person to induce any Restricted APR Employee to leave his or her employment; provided, however, that nothing in this Section 4.4(b) will apply to: (A) an individual who responds to or is hired as a result of a general solicitation of employment or a generalized employee search by headhunter/search firms (in either case not specifically directed at any employees of Atlas or its Affiliates); or (B) soliciting or hiring any former Restricted APR Employee whose employment has been terminated by the applicable Seller for at least six months prior to the date of first solicitation or hiring. (c) For a period of five years following the Closing Date, the Seller Parties will not, and will cause their respective controlled Affiliates not to, directly or indirectly, engage in a Competing Business, or render services or assistance to, own, manage, operate, control, invest or acquire an interest in, whether as a proprietor, equityholder, member, joint venturer, debt or equity investor, lessor or other Representative, any Person that engages in a Competing Business (including directly or indirectly as a division or group of a larger organization), anywhere in any country, state, or territory where any Seller engaged in its business as of immediately prior to, or within the 12 month period prior to, the Closing; provided, however, that nothing contained herein shall restrict the Seller Parties or their respective controlled Affiliates from owning less than five percent of the outstanding securities of any entity which is listed on any national securities exchange or is otherwise publicly traded. “Competing Business” means the business of owning, operating, maintaining and leasing mobile aero-derivative turbines, balance-of-plant and related power generation and infrastructure assets as conducted by Sellers at any time during the past five years. (d) The Parties have determined that the restrictive covenants set forth in this are reasonable and appropriate and constitute a material inducement to the Parties to enter into this Agreement and consummate the transactions contemplated by this Agreement. If a court of competent jurisdiction finds that the time, geographic, product or service or other limitations of any of the foregoing covenants is too lengthy or their scope too broad, the restrictive time period will be deemed to be the longest period permissible under applicable Law and the scope will be deemed to comprise the broadest scope permissible under applicable Law. Each covenant contained in this Section 4.4 and each provision thereof is a severable and distinct covenant and provision. (e) Each of Buyer, on the one hand, and the Seller Parties, on the other hand, acknowledges that any violation of this Section 4.4 will result in irreparable injury to the other Party. Accordingly, if a Party breaches the foregoing covenants, the other Party will be entitled Asset Purchase Agreement Page 24 57073941 ACTIVE/131483433.18 #205642 v2 to injunctive relief as set forth in Section 9.13, in addition to any other remedies that may be available to them under applicable Law. Without limiting the generality of the foregoing, the applicable duration of the restricted period set forth herein by which a Party is bound shall be extended for an additional period equal to any period during which such Party or its Affiliates is in breach of its obligations under this Section 4.4. Each Party represents and acknowledges that it has been (i) to consult its own respective legal counsel with respect to the covenants contained in this Section 4.4 and (ii) given a full opportunity, prior to execution of this Agreement, to review thoroughly the covenants contained in this Section 4.4 with its legal counsel. Section 4.5 Public Announcements. No Party will, and each Party will cause its controlled Affiliates and direct its Representatives not to, issue or cause the publication of any press release or other public announcement with respect to the transactions contemplated by this Agreement or the other Transaction Documents without the prior written consent of Buyer and Atlas (as applicable), which consent will not be unreasonably withheld, delayed or conditioned; provided, however, that a Party may, without prior consent, issue or cause publication of any press release or public announcement to the extent that such Party reasonably determines, after consultation with legal counsel, such action to be required by applicable Law or pursuant to any listing agreement with or rules of any national securities exchange or interdealer quotation service, in which event such Party will use commercially reasonable efforts to allow Buyer or Atlas (as applicable) reasonable time to comment on such press release or public announcement in advance of its issuance; provided, further, that each Party may, without prior consent, inform their current, former or prospective investors and/or limited partners of the transactions contemplated by this Agreement so long as such investors and/or limited partners agree to keep such information confidential. Section 4.6 Tax Matters. (a) The purchase price and the Assumed Liabilities, as applicable, will be allocated in accordance with the Seller Allocations and Exhibit 4.6(a) (the “Allocation Principles”). Where applicable, each Party will file IRS Form 8594 and all federal, state, local and non-U.S. tax returns required to be filed in accordance with the Allocation Principles. Any subsequent allocation necessary as a result of an adjustment to the consideration to be paid hereunder will be allocated in a manner consistent with the Allocation Principles. The Parties agree to consult with one another with respect to any Tax Proceeding relating to the Allocation Principles by the IRS or another Tax Authority. (b) Buyer, on the one hand, and the Seller Parties, on the other hand, agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities (including reasonable access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any Tax Authority, and the prosecution or defense of any Proceeding with respect to any Tax. Buyer, on the one hand, and the Seller Parties, on the other hand, shall reasonably cooperate with each other in the conduct of any audit or other Proceeding relating to Taxes involving the Purchased Assets or the Assumed Liabilities. (c) In the case of any Tax period that includes (but does not end on) the Closing Date (a “Straddle Period”), all property and ad valorem Taxes and assessments on the Purchased Assets shall be prorated between Seller Parties and Buyer, with (i) Sellers being liable for the amount of such Taxes for the entire Tax period multiplied by a fraction the numerator of which is Asset Purchase Agreement Page 25 57073941 ACTIVE/131483433.18 #205642 v2 the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. (d) All transfer, documentary, sales, use, stamp, registration, conveyance or similar Taxes or charges arising out of the transactions contemplated by this Agreement and the other Transaction Documents (“Transfer Taxes”) will be borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Seller Parties. For avoidance of doubt, “Transfer Taxes” will not include Taxes, charges, customs, duties or other costs or expenses incurred as a result of Buyer’s permanent importation after the Closing of any Purchased Assets to the United States. Buyer will file all necessary Tax Returns and other documentation with respect to such Transfer Taxes. If required by applicable Law, the Parties will, and will cause their respective Affiliates to, join in the execution of any such Tax Return or other documentation. (e) The parties hereby waive compliance with the provisions of any applicable bulk sales, bulk transfer or similar Laws in connection with the transfer of Purchased Assets under this Agreement. Section 4.7 Records Retention. (a) Buyer will retain until the seventh anniversary of the Closing Date the Books and Records included among the Purchased Assets that relate to periods period to the Closing in a manner reasonably consistent with its own record retention policies. For a period of seven years after the Closing Date, Buyer will provide the Seller Parties and their respective Representatives with reasonable access (including the right to make copies at their sole expense) to such Books and Records upon reasonable advance notice and during normal business hours for purposes of enabling the Seller Parties (i) to prepare for, participate in and defend any Proceedings relating to or involving the Seller Parties or any of their respective Affiliates, other than Proceedings in which the Seller Parties are adverse to Buyer or any of its post-Closing Affiliates, (ii) to comply with financial reporting requirements (including financial reporting requirements of the Seller Parties or any of their respective Affiliates and financial statement preparation), (iii) in connection with any Tax audits or Tax Returns, (iv) the administration of Employee Benefit Plans or (v) in connection with the liquidation, dissolution or winding down of Sellers’ operations; provided, in each case, that any such access does not unreasonably interfere with the normal business operations of Buyer. Notwithstanding the foregoing, nothing in this Agreement will require or be construed to require Buyer or other Person to provide any access or otherwise make available any documents or information that on the written advice of Buyer’s legal counsel would reasonably be expected to (A) result in the disclosure of any trade secrets of any third Person or violate the terms of any confidentiality obligations to which Buyer is bound, (B) result in a violation of any applicable Law or (C) waive the protection of any legal privilege. If any access or information is withheld on the basis of the foregoing sentence, Buyer will use commercially reasonable efforts to inform Atlas of the general nature of what is being withheld and make substitute disclosures that will not suffer from the foregoing impediments. (b) The Sellers will retain until the earlier of the date on which all Sellers have liquidated, dissolved or otherwise wound down operations and the seventh anniversary of the Closing Date (the “Retention Date”) the Books and Records relating to any of the Purchased Assets but not otherwise included among the Purchased Assets in a manner reasonably consistent with the record retention policies utilized by such Seller Party prior to the Closing. Until the Retention Date, the Seller Parties will provide Buyer and its Representatives with reasonable access (including the right to make copies at their sole expense) to such Books and Records upon reasonable advance notice and during normal business hours; provided that any such access does Asset Purchase Agreement Page 26 57073941 ACTIVE/131483433.18 #205642 v2 not unreasonably interfere with the normal business operations of the applicable Seller Party; provided further that, to the extent any such Books and Records (or portions thereof) are comingled with or otherwise include information relating to Excluded Assets or Excluded Liabilities, such Seller Party shall use commercially reasonable efforts to segregate or redact the portion of any such Books and Records that includes information relating to Excluded Assets or Excluded Liabilities (or excerpt the portions thereof that relate exclusively to the Purchased Assets or Assumed Liabilities) but no Seller Party will be required to make available or provide access to any such comingled Books and Records to the extent such Books and Records cannot be segregated, redacted or excerpted without undue effort. Section 4.8 Representative of Sellers. Atlas will, for purposes of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, act as a representative of each of the Sellers and is authorized to do on behalf of each Seller any and all things, including executing any and all documents, which it deems necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, including: (a) receiving and disbursing payments to be made hereunder; (b) receiving notices and communications pursuant to this Agreement and the other Transaction Documents; (c) administering this Agreement and the other Transaction Documents, including the initiating and resolving of any disputes or claims; (d) agreeing to amendments of, or waivers of conditions and obligations under, this Agreement and the other Transaction Documents; and (e) taking any other actions on behalf of a Seller under this Agreement and the other Transaction Documents. All acts of Atlas hereunder in accordance with this Section 4.8 will be deemed to be acts on behalf of the Sellers, and Buyer may conclusively rely upon the actions of Atlas as the action of each of the Sellers in all matters relating to this Agreement and the transactions contemplated hereby. Section 4.9 Notification of Certain Matters. From the date hereof until the earlier of Closing or the termination of this Agreement in accordance with its terms, Atlas, on one hand, and Buyer, on the other hand, will give prompt notice to the other (a) of any written notice or other written communication received by such Party alleging that a consent, approval, permission or waiver from such Person is required in connection with the transactions contemplated hereby; or (b) of any notice or other material written communication received by such Party from any Governmental Body in connection with the transactions contemplated hereby. No such notification will (i) limit, modify or otherwise affect any of the representations, warranties, covenants, obligations or conditions contained in this Agreement; (ii) otherwise prejudice in any way the rights and remedies of a Party contained in this Agreement; or (iii) deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant by a Party. Section 4.10 R&W Insurance. Upon or prior to the Closing, Buyer shall enter into the R&W Insurance Binder, and will make available a duly executed copy of the R&W Insurance Binder within two Business Days following the date of entering into the R&W Insurance Binder. Buyer will cause the R&W Insurance Policy to be issued promptly following the Closing (in accordance with the terms of the R&W Insurance Binder) and once the R&W Insurance Policy is issued to Buyer, promptly make available a true, correct and complete copy of the issued R&W Insurance Policy to Atlas. Buyer will be responsible for the R&W Insurance Policy premiums, costs, and fees incurred in connection with obtaining R&W Insurance Policy. Buyer will not amend the R&W Insurance Policy to remove or modify the insurer’s waiver of subrogation or contribution, or any fraud exception or third-party beneficiary rights related thereto, including by amending applicable definitions, in each case in a manner that affects or relates to the Seller Parties, without the prior written consent of Atlas. Asset Purchase Agreement Page 27 57073941 ACTIVE/131483433.18 #205642 v2 Section 4.11 Prorations. Except as otherwise set forth in this Agreement, customarily prorated expenses with respect to the Purchased Assets (including any such expenses relating to the Assigned Contracts) will be prorated as of the Closing Date, with Sellers liable to the extent such items relate to any period prior to the Closing Date and Buyer liable to the extent such items relate to any period on and after the Closing Date. Any prorated items based on estimates will be trued up once actual amounts are known and promptly paid. The Seller Parties and Buyer agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all proration calculations made pursuant to this Section 4.11. Section 4.12 IID Assets. If at any time prior to the Outside Date, Buyer and Atlas mutually determine in good faith that IID will not consent to the assignment at the Closing of the IID Contract from APR Energy to Buyer, the Parties acknowledge and agree that, unless such consent is obtained prior to Closing, then, notwithstanding anything to the contrary in this Agreement, effective as of the Closing, (a) the IID Contract will be an Excluded Asset for all purposes under this Agreement, (b) any Liabilities under or relating to the IID Contract, whether in respect of periods prior to or after the Closing, will be Excluded Liabilities for all purposes under this Agreement, (c) Buyer and APR Energy will negotiate in good faith the terms of, and execute and deliver at Closing, a lease agreement (on terms and conditions reasonably acceptable to Buyer) (the “IID Lease Agreement”) pursuant to which, among other things, effective upon Closing, (i) Buyer will lease to APR Energy or its designee the IID Assets for a period commencing on the Closing Date and ending on the expiration or termination of the IID Contract in accordance with its terms, at which time the IID Lease Agreement will terminate and be of no further force or effect and (ii) in exchange therefore, with respect to each IID Turbine, Atlas will pay, or cause the payment, to Buyer an amount equal to $100,000 per IID Turbine per month during the term of the IID Lease Agreement, (d) each Eligible APR Employee identified with an asterisk (*) next to his or her name on Exhibit 8.1 will be retained as an APR Employee and deemed to be deleted from the definition of “Eligible APR Employee” until the expiration or termination of the IID Contract in accordance with its terms, after which any such Eligible APR Employee will constitute an “Eligible APR Employee” for all purposes hereof and (e) no Seller Party or any of its Affiliates shall be permitted to amend, supplement, modify or otherwise alter the terms of the IID Contract (including, for the avoidance of doubt, to consent to or approve any extension of the term thereof), without the prior written consent of Buyer. If the IID Contract becomes an Excluded Asset in accordance with the preceding sentence, Seller or its designee will be entitled to all payments received from IID and shall be responsible for all liabilities relating to or arising out of the IID Contract (all of which shall constitute Excluded Liabilities). Section 4.13 Employees. Buyer shall, within 30 days after the date of this Agreement, notify Atlas in writing of all Eligible APR Employees to whom Buyer (or its designee, which may include Duos or its Affiliates (each such designee, a “Employer Designee”) intends to make offers of employment effective upon the Closing, or, with respect to an Eligible APR Employee who is on a leave of absence, effective as of such later date on which such Eligible APR Employee returns from such leave of absence (so long as such return occurs within 90 days after the Closing Date or such later time as may be required by applicable Law). Atlas and the Sellers shall make commercially reasonable efforts to assist the Buyer (or its applicable Employer Designee) in hiring any such Eligible APR Employees identified by Buyer effective upon Closing, and any such Eligible APR Employees who accept any offer of employment and who commence employment with Buyer (or its applicable Employer Designee) are referred to herein as a “Transferring Employee”. With respect to any Transferring Employee, the Seller Parties agree and acknowledge that no Seller Party shall enforce any restrictive covenants by which any such Transferring Employee is bound in favor of any such Seller Party or its Affiliates. For the avoidance of doubt, each Seller Party agrees that it shall, and hereby does, Asset Purchase Agreement Page 28 57073941 ACTIVE/131483433.18 #205642 v2 waive any and all claims it may otherwise have against Buyer, any Employer Designee or any Transferring Employee, in each case, relating to or arising out of any Transferring Employee’s acceptance of an offer of employment with, or becoming employed by, Buyer or its Employer Designee following the Closing. Nothing express or implied in this Agreement shall obligate Buyer or its Employer Designee to continue the employment of any Transferring Employee for any specific period of time. The provisions of this Section 4.13 are for the sole benefit of the Parties and nothing herein, expressed or implied, is intended or will be construed to confer upon or give to any Person (including, for the avoidance of doubt, any Transferring Employee), any third party beneficiary, legal or equitable or other rights or remedies under or by reason of any provision of this Section 4.13; provided, that the parties acknowledge and agree that any Employer Designee is an intended third party beneficiary of this Section 4.13. Section 4.14 Maintenance of Insurance. (a) Sellers shall continue to carry the Insurance Policies until the earlier of the Closing or the termination of this Agreement in accordance with its terms, and will not allow any material breach, default, or cancellation (other than expiration and replacement of policies in the Ordinary Course) of such Insurance Policies to occur that would materially and adversely impact the coverage of the Purchased Assets, taken as a whole, under such Insurance Policies. (b) After the Closing, the Seller Parties shall reasonably cooperate with and shall provide to Buyer such assistance and information as Buyer may reasonably request to permit Buyer to pursue any outstanding recoveries from insurance coverage that may apply to damages or losses to the Purchased Assets to the extent related to events or circumstances occurring prior to Closing, which cooperation and assistance shall include (i) permitting Buyer to make claims (or making such claims on behalf of Buyer) under any insurance policy providing coverage of the Purchased Assets with respect to events or circumstances (whether known or unknown) relating to the Purchased Assets that occurred or existed prior to Closing and that are covered by any such insurance policy and (ii) permitting Buyer to have the benefit of any open claims notified to and filed with a relevant insurer by or in respect of the Purchased Assets prior to Closing under any such insurance policies of a Seller Party covering the Purchased Assets, in each case, including (A) by using commercially reasonable efforts to make or continue to pursue, or permit Buyer or its Affiliates to make or continue to pursue, any such claims for the benefit of Buyer or its Affiliates and (B) remitting to Buyer (or an Affiliate) promptly on receipt an amount equal to any proceeds received or realized in respect of such claims (net of the costs of collection, applicable deductibles, and premium increases); provided, however, that Buyer shall, and shall direct its Affiliates to, use commercially reasonable efforts to assist and cooperate with the applicable Seller Parties in connection with any such claims or recovery efforts. (c) Notwithstanding any provision of this Section 4.14 to the contrary but without limitation to Sellers’ obligations pursuant to Section 4.17(d), neither Buyer nor any of its Affiliates will have any rights to or in respect of the Pending Insurance Claim (which, for avoidance of doubt, constitutes an Excluded Asset). Section 4.15 Treatment of Certain Assets. If any material asset or property of a Seller Party that would have been a Purchased Asset hereunder is damaged by fire or other casualty which damage occurs following the date hereof and prior to the Closing and the parties consummate the transactions contemplated by this Agreement, then the Seller Parties shall, on the Closing Date, to the extent permissible (i) assign and remit to Buyer the net proceeds of any award or other proceeds under any relevant insurance policy which may have been collected solely to the extent of such loss less the expenses incurred by a Seller Party and its Affiliates in Asset Purchase Agreement Page 29 57073941 ACTIVE/131483433.18 #205642 v2 obtaining such award or proceeds and in actually repairing or restoring such assets or property, or (ii) if no award or other proceeds shall have been collected, deliver to Buyer an assignment of the applicable right to any such award or other proceeds which may be payable to it as a result of such casualty without representation, warranty or recourse, to the extent assignable. Section 4.16 Storage Agreements. From the date hereof until the earlier of Closing or the termination of this Agreement in accordance with its terms, the Seller Parties shall use commercially reasonable efforts to assist Buyer in entering into, with the relevant counterparty thereto, (a) purchase orders or other similar agreements providing for Buyer’s use or lease of the storage space where the Purchased Assets will be located as of the Closing Date (other than with respect to any such Purchased Assets that are located at the Leased Property subject to the Jacksonville Storage Contract) (collectively, “Purchase Orders”), and (b) foreign-trade zone user agreements or similar agreements with respect to each storage space where the Purchased Assets will be located as of the Closing Date and with respect to which any Seller Party or Affiliate thereof holds or is required to hold such a foreign-trade zone user agreement or similar agreement (“FTZ Agreements”). If Buyer has not entered into any such Purchase Order or FTZ Agreement as of Closing, for 90 days following the Closing Date (or such shorter period as Buyer may request of the applicable Seller) the applicable Seller shall maintain (at the applicable Seller’s cost for the first 30 days of any such period, and, if such period extends beyond 30 days for any such facility, such cost will split equally between the applicable Seller, on the one hand, and Buyer, on the other, for the remainder of such period) its purchase order, foreign-trade zone user agreement or similar agreement, as applicable, with respect to the storage space for which Buyer has not entered into such Purchase Order or FTZ Agreement. The Sellers will cooperate with Buyer and its Representatives in providing access to any Purchased Assets applicable to the storage space where the Purchased Assets are located. Section 4.17 Hot Sections. (a) Subject to Section 4.17(b), Buyer shall, at its sole cost and expense, (i) remove the hot sections from the turbines designated as Asset #26413 and Asset # 26408 on Exhibit 1.1(a) (the “26413 Turbine” and the “26408 Turbine”, respectively) and (ii) prepare each removed hot section for shipment from the Conroe Facility, in each case, as soon as reasonably practicable following Closing. Buyer shall notify Atlas in writing (e-mail being sufficient) of the date on which the removed hot sections are ready to be shipped to GE from the Conroe Facility in accordance with the terms of the GE MMP Contract. The applicable Seller shall, at its sole cost and expense, cause the removed hot sections to be shipped from the Conroe Facility to GE (or its designee) in accordance with the terms of the GE MMP Contract as soon as reasonably practicable following the date on which Buyer provides such notice to Atlas. The Parties shall cooperate in good faith to ensure that the removal of such hot sections and the shipment thereof to GE is made in compliance in all material respects with the terms of the GE MMP Contract. Without limiting the foregoing, Buyer shall provide the applicable Seller and its representatives or agents with reasonable access to the Conroe Facility during normal business hours for purposes of satisfying its obligations contemplated by this Section 4.17(a). For the avoidance of doubt, no Seller Party nor any of their Affiliates shall have any recourse against Buyer with respect to the condition of the removed hot sections absent gross negligence or willful misconduct by Buyer during removal or preparation for shipping in accordance with this Section 4.17(a), as finally determined by a court of competent jurisdiction. (b) Notwithstanding anything to the contrary in Section 4.17(a), (i) prior to Closing, Sellers shall use commercially reasonable efforts, at its sole cost and expense, to (A) remove and replace the hot section for the 26413 Turbine and (B) remove the hot section for the 26408 Asset Purchase Agreement Page 30 57073941 ACTIVE/131483433.18 #205642 v2 Turbine and to ship the removed hot sections to GE in accordance with the GE MMP Contract and (ii) if Sellers complete such removal and replacement (in the case of the 26413 Turbine) and removal (in the case of the 26408 Turbine) and shipment of the applicable removed hot section prior to the Closing, then Section 4.17(a) shall not apply; provided, however, to the extent Sellers do not complete such removal and replacement (in the case of the 26413 Turbine) or removal (in the case of the 26408 Turbine), Section 4.17(a) shall apply only to the applicable turbine for which such removal and/or replacement, as the case may be, was not completed by Sellers prior to Closing. Buyer and the Sellers acknowledge and agree that, as of the date hereof, (A) the replacement hot section for the 26413 Turbine (the “26413 Replacement Hot Section”) is included among the Purchased Assets, (B) Sellers have paid the cost of such 26413 Replacement Hot Section in full prior to the date hereof, (C) such 26413 Replacement Hot Section is, and on the Closing Date, shall be, located at the Conroe Facility (to the extent not previously replaced in accordance with the first sentence of this Section 4.17(b)), and (iv) no further action or expense on the part of any Party is or shall be required to deliver the 26413 Replacement Hot Section. (c) Buyer and Sellers acknowledge and agree that the replacement hot section for the 26408 Turbine (the “26408 Replacement Hot Section”) has been ordered by the applicable Seller under the GE MMP Contract (and associated purchase order) for delivery to the Conroe Facility, with the expected timeline for such delivery no later than the first calendar quarter of 2025. Prior to the date hereof, the applicable Seller paid a deposit to GE in respect of the purchase of the 26408 Replacement Hot Section in an amount equal to $850,032.50, representing 50% of the aggregate purchase price of the 26408 Replacement Hot Section. The Sellers have made available to Buyer prior to the date hereof (i) the purchase order in respect of the 26408 Replacement Hot Section and (ii) evidence of Sellers’ payment of the deposit thereunder. After the Closing, Buyer shall, at its sole cost and expense, pay the balance of the 26408 Replacement Hot Section to GE pursuant to and in accordance with the terms of the GE MMP Contract and the purchase order in respect of the 26408 Replacement Hot Section, provided such amount shall not exceed $850,032.50 (plus sales tax, if any). (d) Buyer and Sellers acknowledge and agree that (i) Sellers have incurred, or expect to incur prior to Closing, certain costs resulting from required repairs to the 26413 Turbine, including the purchase and installation of the 26413 Replacement Hot Section and related transport, labor and other expenses (the “26413 Repair Expenses”), (ii) Sellers (or an Affiliate thereof) have submitted the Pending Insurance Claim to recover such 26413 Repair Expenses, which claim is currently pending and (iii) the Pending Insurance Claim is an Excluded Asset hereunder. Notwithstanding anything in this Agreement to the contrary, after the Closing, the applicable Seller shall notify Buyer in writing (e-mail being sufficient) if additional repairs to the 26413 Turbine are necessary in order for the Pending Insurance Claim to be fully adjusted and finalized, in which case Buyer will use commercially reasonable efforts to complete such repairs promptly after receipt thereof. Any costs and expenses incurred by Buyer in completing such repairs are included as 26413 Repair Expenses for which Sellers are seeking recovery under the Pending Insurance Claim, and Sellers shall promptly, and in any case within 10 Business Days following receipt from Buyer of invoices in respect thereof, reimburse Buyer for any such reasonable and documented costs or expenses incurred by Buyer to compete such repairs. Section 4.18 Exclusivity. From the date hereof until the Closing, no Seller Party will, and the Seller Parties will cause their respective Affiliates and Representatives not to, directly or indirectly, solicit, initiate, or engage in discussions with, or enter into any Contract with, any Person (other than Buyer, its Affiliates, and their respective Representatives) concerning any Acquisition Proposal; provided, that any Representatives of a Seller Party may respond to unsolicited inquiries for the purpose of communicating that such Seller Party is unable to Asset Purchase Agreement Page 31 57073941 ACTIVE/131483433.18 #205642 v2 entertain such unsolicited officer; provided, further, in the event any Person (other than Buyer or its Affiliates) offers to engage in negotiations or discussions regarding an Acquisition Proposal or submits any offer with respect thereto after the date hereof but prior to the Closing Date, Atlas shall promptly notify Buyer in writing (e-mail being sufficient) of the receipt or submission of such offer, the identity of such Person and the material terms of such offer (provided such disclosure to the Buyer of the identity of such Person or material terms of such offer would not violate any contractual non-disclosure obligations by which Atlas is bound). Section 4.19 Confidentiality, Non-Competition, Assignment of Inventions, and Similar Agreements. Except as otherwise required pursuant to Section 4.13, no Seller Party shall, to the material detriment of Buyer, release any Person from or waive any provisions of any confidentiality, non-competition, assignment of inventions or similar agreement to which Seller is a party related to any confidential information that is included in the Purchased Assets. In furtherance of the foregoing, upon the request of Buyer and at Buyer’s expense, each Seller hereby agrees to use commercially reasonable efforts to enforce for the benefit of Buyer any rights of such Seller under, or obligations imposed on third parties by, such agreements to the extent related to any confidential information that is included in the Purchased Assets and to the extent that failure to enforce such rights would result in material detriment to Buyer. Such enforcement will be at Buyer’s sole cost and expense and Buyer and its Affiliates will indemnify, defend, compensate and reimburse Sellers and their respective Affiliates for, and will hold Sellers and their respective Affiliates harmless from, any actual losses resulting from or arising out of such enforcement. Section 4.20 Infringement Matter. At or promptly after the Closing, (a) Buyer will be joined to the Infringement Matter as a party thereto in respect of Counts I , II, III and XX set forth in the complaint filed on February 15, 2024 by APR Energy in the Infringement Matter, as such Counts are in effect as of the date hereof (collectively, the “Infringement Claims”) and (b) each Seller Party shall take such actions as are reasonably necessary and in such Seller Party’s control to facilitate Buyer’s joinder to the Infringement Matter in respect of the Infringement Claims, including making such filings and pleadings as are necessary and appropriate to effectuate the foregoing. After the Closing, Buyer and APR shall pursue the Infringement Claims on the terms and subject to the conditions set forth in the Common Interest Agreement. ARTICLE 5 CONDITIONS Section 5.1 Conditions to Obligations of Buyer. Buyer’s obligations to consummate the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party and to take the other actions required to be taken by Buyer at Closing is subject to the satisfaction, at or before Closing, of each of the following conditions (any of which may be waived, subject to applicable Law, by Buyer in its sole discretion, in whole or in part): (a) (i) Without regard to any reference to “Material Adverse Effect” or other materiality qualifications (other than, for the avoidance of doubt, any dollar thresholds or qualification) contained therein, the representations and warranties of the Seller Parties set forth in ARTICLE 2 (other than the representations and warranties set forth in Section 2.1 (except for the last sentence thereof), Section 2.2(a), Section 2.2(b), Section 2.3(a), Section 2.4(b) and Section 2.14, (collectively, the “Fundamental Representations”)), the Transaction Documents, and any certificate delivered pursuant hereto or thereto must be true, correct and complete as of the date of this Agreement and as of the Closing Date as if made again on the Closing Date immediately preceding Closing, except: (A) for any representation or warranty made as of a Asset Purchase Agreement Page 32 57073941 ACTIVE/131483433.18 #205642 v2 specific date or for a particular period, which must be true, correct and complete as of such specific date or for such particular period, and (B) as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (ii) the Fundamental Representations must be true, correct and complete as of the date of this Agreement and as of the Closing Date as if made again on the Closing Date immediately preceding Closing, except, (A) for any Fundamental Representation made as of a specific date or for a particular period, which must be true, correct and complete as of such specific date or for such particular period, and (B) for any failure to be accurate that has or reasonably would be expected to have no more than a de minimis financial or other adverse effect on Buyer; (b) The Seller Parties must have performed and complied, in all material respects, with their covenants and obligations under this Agreement and the Transaction Documents required to be performed or complied with by them prior to Closing; (c) The Seller Parties must have delivered to Buyer a certificate, dated as of the Closing Date and executed by the Seller Parties, certifying that the conditions set forth in Section 5.1(a) and Section 5.1(b) have been satisfied; (d) The Seller Parties must have delivered the Closing deliverables required by Section 1.4(b); (e) From and after the date of this Agreement, there must not be any Order entered or Law enacted, entered, promulgated or enforced, that would have the effect of enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; (f) The applicable waiting period (and any extensions thereof) under the HSR Act will have expired or have been terminated; (g) Since the date of the Agreement, there must not have occurred a Material Adverse Effect; and (h) Either (i) Atlas shall have delivered to Buyer evidence, in form and substance satisfactory to Buyer, that IID has consented to the assignment of the IID Contract from APR Energy to Buyer upon the consummation of the Closing, or (ii) Buyer and APR Energy shall have executed the IID Lease Agreement pursuant to and in accordance with Section 4.12. Section 5.2 Conditions to Obligation of Seller Parties. Seller Parties’ obligation to consummate the transactions contemplated by this Agreement and the other Transaction Documents to which any of the Seller Parties is a party and to take the other actions required to be taken by the Seller Parties at Closing is subject to the satisfaction, at or before Closing, of each of the following conditions (any of which may be waived, subject to applicable Law, by Atlas, in whole or in part): (a) (i) The representations and warranties set forth in ARTICLE 3 of this Agreement (other than the representations and warranties of Buyer set forth in Section 3.1(b), Section 3.2(a), and Section 3.6), the Transaction Documents, and any certificate delivered pursuant hereto or thereto must be true, correct and complete as of the date of this Agreement and as of the Closing Date as if made again on the Closing Date immediately preceding Closing, except: (A) for any representation or warranty made as of a specific date or for a particular period, which will be true, correct and complete as of the date of this Agreement and as of such specific date or for such particular period; and (B) as would not reasonably be expected, individually or in the Asset Purchase Agreement Page 33 57073941 ACTIVE/131483433.18 #205642 v2 aggregate, to prevent Buyer from consummating, or materially impair or delay Buyer’s ability to consummate, the transactions contemplated by this Agreement; and (ii) the representations and warranties set forth in Section 3.1(b), Section 3.2(a), and Section 3.6) must be true, correct and complete as of the date of this Agreement and as of the Closing Date as if made again on the Closing Date immediately preceding Closing, except (A) for any such representation or warranty made as of a specific date or for a particular period, which must be true, correct and complete as of such specific date or for such particular period, and (B) for any failure to be accurate that has or would reasonably be expected to have no more than a de minimis financial or other adverse effect on the Purchased Assets; (b) Buyer must have performed and complied, in all material respects, with the covenants and obligations under this Agreement and the Transaction Documents required to be performed or complied with by it prior to Closing; (c) Buyer must have delivered to Atlas a certificate, dated as of the Closing Date and executed by Buyer, certifying that the conditions set forth in Section 5.2(a) and Section 5.2(b) have been satisfied; (d) Buyer must have delivered all of the Closing deliverables required by Section 1.4(a); (e) From and after the date of this Agreement, there must not be any Order entered or Law enacted, entered, promulgated or enforced, that would have the effect of enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; and (f) The applicable waiting period (and any extensions thereof) under the HSR Act will have expired or have been terminated. ARTICLE 6 TERMINATION Section 6.1 Termination Events. This Agreement may be terminated at any time prior to Closing: (a) By mutual written agreement of Buyer and Atlas (on behalf of the Seller Parties); (b) By Buyer, by written notice to Atlas, if there has been any breach by any Seller Party of any representation, warranty, covenant or obligation set forth in this Agreement such that any condition set forth in Section 5.1(a) and/or Section 5.1(b) is incapable of being satisfied at the Closing (and such condition has not been irrevocably waived by Buyer); provided, however, that Buyer shall not have the right to terminate this Agreement pursuant to this Section 6.1(b) on account of such breach if such breach, if curable, is cured prior to the earlier of (y) the expiration of 20 days following the receipt by the breaching Seller Party of written notice thereof from Buyer and (z) three Business Days preceding the Outside Date; provided, further, that Buyer will not be entitled to terminate this Agreement pursuant to this Section 6.1(b) if Buyer has breached any of its representations, warranties, covenants or agreements contained in this Agreement and such breach has prevented satisfaction of any of the conditions set forth in Section 5.1(a) and/or Section 5.1(b) and such breach has not been waived by Atlas (on behalf of the Seller Parties); Asset Purchase Agreement Page 34 57073941 ACTIVE/131483433.18 #205642 v2 (c) By Atlas (on behalf of the Seller Parties), by written notice to Buyer, if there has been any breach by Buyer of any representation, warranty, covenant or obligation set forth in this Agreement such that any condition set forth in Section 5.2(a) and/or Section 5.2(b) is incapable of being satisfied at the Closing (and such condition has not been irrevocably waived by Atlas (on behalf of the Seller Parties)); provided, however, that Atlas (on behalf of the Seller Parties) shall not have the right to terminate this Agreement pursuant to this Section 6.1(c) on account of such breach if such breach, if curable, is cured prior to the earlier of (y) the expiration of 20 days following the receipt by Buyer of written notice thereof from Atlas and (z) three Business Days preceding the Outside Date; provided, further, that Atlas will not be entitled to terminate this Agreement pursuant to this Section 6.1(c) if any Seller Party has breached any of its representations, warranties, covenants or agreements contained in this Agreement and such breach has prevented satisfaction of any of the conditions set forth in Section 5.1(a) and/or Section 5.1(b) and such breach has not been waived by Buyer; (d) By Buyer or Atlas (on behalf of the Seller Parties), by written notice to the other, if Closing has not occurred on or before the date that is 60 days following the date of this Agreement (such date or such later date as extended in accordance with this Section 6.1(d) or as may be agreed by Buyer and Atlas in writing, the “Outside Date”); provided that if all of the conditions set forth in Section 5.1 and Section 5.2 (other than those conditions that by their nature can only be satisfied at the Closing, but are capable of being satisfied at such time), other than the condition set forth in Section 5.1(f) or Section 5.2(f), are satisfied on, or have been waived prior to, the Outside Date, then the Outside Date will be automatically extended by 60 days. Notwithstanding the foregoing, no termination may be made under this Section 6.1(d) if the Willful Breach of this Agreement by the Party seeking to terminate this Agreement pursuant to this Section 6.1(d) has prevented the consummation of the transactions contemplated by this Agreement by the Outside Date; or (e) By Buyer or Atlas (on behalf of the Seller Parties), by written notice to the other, if: (i) any Governmental Body has issued a final, non-appealable Order that remains outstanding prohibiting the consummation of the transactions contemplated by this Agreement (unless such Order is issued due to the material breach of the Party seeking to terminate this Agreement of its obligations under this Agreement); or (ii) a Law is enacted, entered, promulgated or enforced permanently enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement. Section 6.2 Effect of Termination. If this Agreement is validly terminated pursuant to Section 6.1: (a) all further obligations of the Parties to consummate the transactions contemplated by this Agreement, and all obligations of the Parties under this Agreement, will terminate and become of no further force and effect and this Agreement shall forthwith become null and void, except that the obligations set forth in the last sentence of Section 4.2, this Section 6.2, Section 6.3, ARTICLE 9 and the defined terms used in such Sections will survive any termination and remain valid and binding obligations of the Parties in accordance with their respective terms; (b) there will be no Liability on the part of a Party, except as provided in Section 6.3; and (c) each Party irrevocably waives and releases any other claim which may otherwise exist upon such termination. Section 6.3 Break-Up Fee. (a) In consideration for the considerable time, effort and expense to be undertaken by the Parties in connection with the transactions contemplated by this Agreement, (i) if this Agreement is validly terminated by Buyer pursuant to Section 6.1(b) or Section 6.1(d), in either Asset Purchase Agreement Page 35 57073941 ACTIVE/131483433.18 #205642 v2 case, at a time when any Seller Party is a Breaching Party, then Atlas (on behalf of the Seller Parties) shall pay, or cause to be paid, to Buyer the Break-Up Fee and (ii) if this Agreement is validly terminated by Atlas (on behalf of the Seller Parties) pursuant to Section 6.1(c) or Section 6.1(d), in either case, at a time when Buyer is a Breaching Party, then Buyer shall pay, or cause to be paid, to Atlas (as designee of the Seller Parties) the Break-Up Fee. The applicable Breaching Party shall pay the Break-Up Fee by wire transfer of immediately available funds to Buyer or Atlas, as the case may be, within 10 Business Days of such valid termination. (b) Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and agree that, except in the case of Fraud and except for Buyer’s and Atlas’s (as the case may be) right to seek injunctive relief pursuant to, and subject to the limitations set forth in, Section 9.13, the sole and exclusive remedy of the applicable Non-Breaching Party(ies), their Affiliates and any of their and such Affiliates’ respective direct or indirect former, current or future general or limited partners, equityholders, directors, officers, employees, managers, members, managed or approved funds, controlling persons, Affiliates, advisors, attorneys, representatives, or agents, and any heirs, executors, successors, or assigns of any of the foregoing (collectively, the “Releasing Parties”) against the Breaching Party, its Affiliates and any of its and such Affiliates’ respective direct or indirect former, current or future directors, officers, managers, employees, agents, equityholders, general or limited partners, members, managed or approved funds, controlling persons, Affiliates, advisors, attorneys or representatives, and any heirs, executors, successors, or assigns of any of the foregoing (collectively, the “Related Breaching Parties”) for any and all losses or damages suffered or incurred by any Releasing Party based upon, resulting from, arising out of or in connection with the termination of this Agreement or any pre-Closing breach of any covenant or agreement in this Agreement or circumstances giving rise to such breach or termination, or otherwise in connection with the transactions contemplated hereby, shall be to terminate this Agreement and receive payment of the Break-Up Fee. Upon the payment of any Break-Up Fee due and owing hereunder, the Parties will use their commercially reasonable efforts to promptly dismiss any Proceeding seeking to enforce the payment of such Break-Up Fee. (c) In the event of termination of this Agreement in accordance with Section 6.1, except for the remedies expressly contemplated by Section 6.3(b), (i) the Releasing Parties shall not be entitled to commence or pursue any other Proceeding against the Related Breaching Parties arising out of or in connection with this Agreement, any other Transaction Document delivered under the terms of this Agreement or the transactions contemplated hereby or thereby; (ii) none of the Related Breaching Parties shall have any further liability relating to or arising out of this Agreement, any other Transaction Document delivered under the terms of this Agreement or the transactions contemplated hereby or thereby; and (iii) no Releasing Party shall seek or obtain, nor shall it permit any of its representatives or any other Person on its or their behalf to seek or obtain, nor shall any Person be entitled to seek or obtain, any monetary recovery or award or any monetary damages of any kind, in the aggregate, against the Related Breaching Parties; provided, however, for avoidance of doubt, nothing in Section 6.3(b) or this Section Asset Purchase Agreement Page 36 57073941 ACTIVE/131483433.18 #205642 v2 6.3(c) shall limit or prohibit a Releasing Party from enforcing any Related Breaching Party’s obligations under the Limited Guaranty in accordance with, and subject to, the terms thereof. (d) Notwithstanding anything herein to the contrary, (i) nothing in this Agreement shall prohibit Buyer and Atlas, as the case may be, from seeking specific performance to the extent permitted by Section 9.13 while also seeking payment of the Break-Up Fee under Section 6.3(a), but in no event shall Buyer, on the one hand, or the Seller Parties, on the other hand, be entitled to obtain both specific performance to cause the Closing to occur pursuant to Section 9.13 and also receive the Break-Up Fee and (ii) in no event shall any Party be required to pay the Break-Up Fee on more than one occasion. For the avoidance of doubt, and notwithstanding anything herein to the contrary, in the event of any action seeking specific performance hereunder, the right of any Party to receive the Break-Up Fee shall not be deemed to preclude such Party from seeking specific performance, nor shall the existence of the Break-Up Fee be offered as evidence that monetary damages would be sufficient to remedy a breach of this Agreement. ARTICLE 7 SURVIVAL Section 7.1 Non-Survival. Each of the representations and warranties and each of the covenants and agreements that contemplate or require performance prior to the Closing, in each case, set forth in this Agreement or any other Transaction Document, or in any certificate delivered hereunder or thereunder, shall terminate at and as of the Closing. Without limiting the foregoing, subject to the last sentence of this Section 7.1, the sole and exclusive recourse of Buyer for any breach of any such representations and warranties shall be against the R&W Insurance Policy. Each covenant and agreement set forth in this Agreement or any other Transaction Document, or in any certificate delivered hereunder or thereunder, that by its terms contemplates or requires performance at or after the Closing shall expressly survive the Closing until fully performed or satisfied in accordance with its terms or, if no performance is specified, indefinitely (with the parties hereto agreeing to contractually lengthen any applicable statutes of limitation). Notwithstanding the foregoing or any other provision of this Agreement to the contrary, nothing in this Agreement or any Transaction Document shall limit, prohibit or otherwise affect Buyer’s right to pursue any claim against any Person for Fraud (and Buyer’s right to make a claim for Fraud shall expressly survive the Closing) or to seek injunctive or other equitable relief against any Person for the failure to perform any covenant or agreement contained herein or in any Transaction Document. ARTICLE 8 DEFINITIONS For purposes of this Agreement, the following terms have the meanings specified in this ARTICLE 8: “26408 Replacement Hot Section” has the meaning set forth in Section 4.17(c). “26408 Turbine” has the meaning set forth in Section 4.17(a). “26413 Repair Expenses” has the meaning set forth in Section 4.17(d). Asset Purchase Agreement Page 37 57073941 ACTIVE/131483433.18 #205642 v2 “26413 Replacement Hot Section” has the meaning set forth in Section 4.17(b). “26413 Turbine” has the meaning set forth in Section 4.17(a). “Acquisition Proposal” means any offer, proposal or indication of interest from a third party with respect to (a) the direct or indirect acquisition of (i) all or a substantial portion of the equity securities of any Seller Party or (ii) any of the Purchased Assets (other than sales of inventory in the ordinary course and dispositions of obsolete, damaged or surplus equipment), (b) any merger, consolidation, recapitalization, reorganization or business combination involving the Seller Parties or any Seller, or (c) any equity, debt or financial investment in any Seller. “Affiliate” means, as applied to any Person, any other Person who, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means the possession, directly or indirectly, through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of equity, by Contract or otherwise. “Agreement” has the meaning set forth in the first paragraph of this Agreement. “Allocation Principles” has the meaning set forth in Section 4.6(a). “Ambar Settlement Agreement” means that certain Settlement and Release Agreement, dated as of June 4, 2024, by and between APR Energy Holdings Limited, APR Energy DO Brasil LTDA., SPE II Centrais Eletricas Ltda. and Ambar Energia S.A. “Anti-Corruption Legislation” has the meaning set forth in Section 2.12(a). “APR” has the meaning set forth in the second paragraph of this Agreement. “APR Employees” means the employees of Seller Parties, a list of which, as of the date hereof, has been made available to Buyer. “APR Energy” means APR Energy LLC, a Florida limited liability company “Assigned Contract” means the Contracts set forth or described on Exhibit 8.2. “Assignment and Assumption Agreement” has the meaning set forth in Section 1.4(a)(i). (a) “Assumed Liabilities” means any Liability arising under the Assigned Contracts with respect to periods from and after Closing, except to the extent such Liability arises from a pre-Closing breach or default by a Seller or any of its Affiliates. “Atlas” has the meaning set forth in the first paragraph of this Agreement. Asset Purchase Agreement Page 38 57073941 ACTIVE/131483433.18 #205642 v2 “Atlas RWI Policy” means the Liberty Mutual Insurance Corporation Buyer-Side Representations and Warranties Insurance Policy issued to Seaspan Ship Management Ltd., as the Named Insured thereunder, effective November 20, 2019 (Policy No. GTSTOABWGH7001). “Books and Records” has the meaning set forth in Section 1.1(d). “Brazilian Assets” means the tangible personal property set forth on Exhibit 8.3. “Breaching Party” means: (a) collectively, the Seller Parties, if (i) there is a Willful Breach by any Seller Party and (ii) all conditions set forth in Section 5.1 and Section 5.2 have been satisfied (or waived in writing in accordance with the terms of this Agreement) other than (y) those conditions that by their terms can only be satisfied at the Closing, and which are, at the time that Buyer seeks to terminate the Agreement pursuant to Section 6.1(b) or Section 6.1(d), capable of being satisfied if the Closing were to occur at the time the Closing was required to occur pursuant to this Agreement and (z) any such conditions which would have been satisfied if the Closing were to occur at the time the Closing was required to occur pursuant to this Agreement but for the Willful Breach by such Seller Party; and (b) Buyer, if (i) there is a Willful Breach by Buyer and (ii) all conditions set forth in Section 5.1 and Section 5.2 have been satisfied (or waived in writing in accordance with the terms of this Agreement) other than (y) other than those conditions that by their terms can only be satisfied at the Closing, and which are, at the time that Atlas seeks to terminate the Agreement pursuant to Section 6.1(c) or Section 6.1(d), capable of being satisfied if the Closing were to occur at the time the Closing was required to occur pursuant to this Agreement and (z) any such conditions which would have been satisfied if the Closing were to occur at the time the Closing was required to occur pursuant to this Agreement but for the Willful Breach by Buyer. “Break-Up Fee” means $18,750,000. (c) “Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the United Kingdom or the State of New York. (d) “Business IT Systems” means any and all IT Systems used or held for use in connection with the operation of the business of the Sellers as it relates to the Purchased Assets as currently conducted or as conducted in the last three years. (e) “Buyer” has the meaning set forth in the first paragraph of this Agreement. (f) “Cash Purchase Price” has the meaning set forth in Section 1.2(a). (g) “Closing” has the meaning set forth in Section 1.3. (h) “Closing Date” has the meaning set forth in Section 1.3. Asset Purchase Agreement Page 39 57073941 ACTIVE/131483433.18 #205642 v2 (i) “Code” means the United States Internal Revenue Code of 1986, as amended. “Common Interest Agreement” means a common interest agreement, dated as of the Closing Date and in form and substance acceptable to Buyer and APR Energy, setting forth the rights and obligations of Buyer and APR Energy in respect of the prosecution of the Infringement Claims; provided, the Common Interest Agreement will provide that (a) subject to clause (b) below, from and after the Closing, (i) APR Energy will assume and control the prosecution of the Infringement Claims at its sole cost and expense, (ii) APR Energy will be entitled to retain amounts or proceeds received from the defendant(s), if any, in respect of any settlement, compromise, resolution or judgment in respect of any Infringement Claims and (iii) no Seller Party shall, and Atlas shall cause its Affiliates not to, without the prior written consent of Buyer, settle, compromise or resolve, or consent to the entry of any judgment with respect to any Infringement Claim, and (b) notwithstanding the foregoing, if Buyer determines at any time after the Closing that APR Energy has failed or is failing to diligently prosecute the Infringement Claims, Buyer will be entitled to assume control of the prosecution of the Infringement Claims at its sole cost and expense from and after delivery of written notice of such election to APR Energy, in which case Buyer shall be entitled to retain amount or proceeds received from the defendant(s), if any, in respect of any settlement, compromise, resolution or judgment in respect of any Infringement Claims. (j) “Competing Business” has the meaning set forth in Section 4.4(c). (k) “Competition Filings” means the filings required to be made under the Competition Laws. (l) “Competition Laws” means the Sherman Act, as amended, the Clayton Act, as amended, the FTC Act, as amended, the HSR Act, as amended, and all other Laws enacted to govern conduct having the purpose or effect of monopolization, restraint of trade or substantial lessening of competition. (m) “Confidentiality Agreement” has the meaning set forth in Section 4.2. (n) “Conroe Facility” means the applicable Seller’s Conroe, Texas facility located at 3400 I-45 North, Conroe, Texas 77303. (o) “Contract” means any written or oral agreement, contract, indenture, lease, instrument, arrangement or commitment, in each case, that is legally binding (and in each case, including any amendments and modifications thereto). (p) “Current Events” means (a) supply chain disruptions affecting the industries in which the Sellers operate, and (b) the ongoing hostilities or potential hostilities involving Russia, Ukraine and China, and the resulting impacts of those hostilities. (q) “Designation Notice” has the meaning set forth in Section 1.8(a). Asset Purchase Agreement Page 40 57073941 ACTIVE/131483433.18 #205642 v2 (r) “Designated Buyer” has the meaning set forth in Section 1.8(a). (s) “Disclosure Schedule” means the schedules delivered by Atlas to Buyer in connection with this Agreement which, in part: (a) set forth the information specifically described in certain of the representations and warranties contained in ARTICLE 2 and (b) set forth exceptions or qualifications to the representations and warranties contained in ARTICLE 2. (t) “Duos” has the meaning set forth in Section 1.4(a)(ii). “Eligible APR Employees” means the employees of Sellers set forth on Exhibit 8.1. (u) “Employee Benefit Plan” means each “employee benefit plan” (as such term is defined in ERISA Section 3(3)), whether or not subject to ERISA, any pension, retirement, equity or equity-based compensation, bonus, incentive, commission, stock option or stock purchase, severance, change in control, retention, employment deferred compensation, accident, disability, vacation, sick pay or paid time off, and any other material employee benefit or compensation plan, program, policy, agreement, or arrangement that is sponsored, maintained, contributed to, or required to be contributed to by Sellers, other than any plan, program, policy, agreement or arrangement that is required by any applicable Law. (v) “Employer Designee” has the meaning set forth in Section 4.13. (w) “Encumbrance” means any charge, claim, equitable interest, hypothecation, license, mortgage, lien, easement, option, warrant, purchase right, pledge, security interest, right of first refusal, deed or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute or ownership, whether voluntarily imposed or arising by operation of Law. (x) “Enforceability Exceptions” has the meaning set forth in Section 2.1(b). (y) “Environment” means indoor air, ambient air, soil vapor, surface water, groundwater, drinking water, land surface, subsurface strata or sediment, and natural resources such as wetlands, flora and fauna or as otherwise defined in any environmental Law. (z) “Equity Commitment Letter” has the meaning set forth in the Recitals. (aa) “Equity Financing” has the meaning set forth in the Recitals. (ab) “Equity Financing Source” has the meaning set forth in the Recitals. (ac) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. (ad) “Ex-Im Laws” means (a) all trade, export control, import, and antiboycott laws imposed, administered or enforced by the U.S. government, including the Arms Export Control Asset Purchase Agreement Page 41 57073941 ACTIVE/131483433.18 #205642 v2 Act, the International Emergency Economic Powers Act, Section 999 of the Code, the U.S. customs laws at Title 19 of the U.S. Code, the Export Control Reform Act of 2018, the International Traffic in Arms Regulations, the Export Administration Regulations, the U.S. customs regulations at 19 C.F.R. Chapter I and the Foreign Trade Regulations; and (b) all applicable trade, export control, import and antiboycott laws imposed, administered or enforced by any other country, except to the extent inconsistent with U.S. Law. (ae) “Excluded Assets” means, with respect to each Seller: (a) (i) corporate books and records of internal corporate proceedings (including minute books), (ii) Tax Returns and (iii) Tax records, work papers and books and records that are related to Seller Taxes or that Sellers are required by Law to retain; (b) financial and other books and records of such Seller, except to the extent expressly included in the definition of Purchased Assets; (c) Tax refunds or credits of such Seller; (d) cash, cash equivalents, marketable securities and deposits held by such Seller; (e) accounts and notes receivable of such Seller, provided that accounts and notes receivable arising under any Assigned Contract shall only be Excluded Assets to the extent attributable to the period of time prior to the Closing; (f) prepayments and prepaid expenses of such Seller to the extent not arising from or relating to the Purchased Assets or the Assumed Liabilities; (g) all Proceedings of any nature available to or being pursued by any of the Sellers in respect of periods prior to the Closing, including (i) Proceedings among the Sellers and/or their Affiliates, (ii) rights, claims and causes of action related to the Ambar Settlement Agreement, (iii) rights, claims, and causes of action related to the PPG Matter and (iv) subject to the terms of the Common Interest Agreement, rights, claims and causes of action related to the Infringement Matter; (h) Employee Benefit Plans, including all assets, trust agreements or other funding Contracts related to the Employee Benefit Plans; (i) work product of such Seller related to the transactions contemplated by this Agreement or communications by or among a Seller or its Affiliates, on one hand, and its accountants, financial advisors or legal counsel, on the other hand; (j) computer operating systems and related hardware, servers and software, except to the extent expressly included among the Purchased Assets in accordance with Section 1.1; (k) all of such Seller’s right, title and interest in and to all Intellectual Property, other than the Purchased Intellectual Property (including, without limitation, all Trademarks owned by such Seller other than the Purchased Trademarks and all Patents owned by such Seller); Asset Purchase Agreement Page 42 57073941 ACTIVE/131483433.18 #205642 v2 (l) bank accounts of such Seller; (m) the Pending Insurance Claim and, except to the extent otherwise included in the definition of Purchased Assets, and subject to Section 4.14, insurance policies of such Seller and rights thereunder, together with any premium refunds associated with the cancellation thereof; (n) the Atlas RWI Policy and rights thereunder; (o) rights under Contracts that are not Assigned Contracts, including, if Buyer and APR Energy enter into the IID Lease Agreement pursuant to and in accordance with Section 4.12 and Section 5.1(h)(ii), the IID Contract; and (p) any other properties, assets and rights of such Seller that are not expressly included in the definition of Purchased Assets. “Excluded Liabilities” has the meaning set forth in Section 1.2(b). “Express Representations” has the meaning set forth in Section 2.21. “Fraud” means actual and intentional common law fraud under the Laws of the State of Delaware solely with respect to the making of the representations and warranties set forth in this Agreement; provided that, for the avoidance of doubt, “Fraud” will not include (i) any type of constructive, unfair dealings, promissory, negligent, reckless or equitable fraud or (ii) any torts or any other claim based on negligence or recklessness (including based on constructive knowledge or negligent misrepresentation) other than actual and intentional common law fraud under the laws of the State of Delaware. “FTZ Agreements” has the meaning set forth in Section 4.16. “Fundamental Representations” has the meaning set forth in Section 5.1(a). “Funded Indebtedness” means, as of any time, without duplication, the outstanding principal amount of, accrued and unpaid interest on, and other payment obligations (including any premiums, penalties, make-whole payments, termination fees, breakage costs and other fees and expenses that are due upon prepayment of such obligations) arising under, any obligation of the Sellers as of such time consisting of: (a) Indebtedness for borrowed money; and (b) Indebtedness evidenced by any note, bond, debenture or other debt security; provided that, notwithstanding the foregoing, in no event will “Funded Indebtedness” include trade payables or accruals. “GE” means GE Packaged Power, LLC or its designated. “GE MMP Contract” means the Multi-Year Maintenance Program Agreement, dated as of December 9, 2021, by and between APR Energy and GE. Asset Purchase Agreement Page 43 57073941 ACTIVE/131483433.18 #205642 v2 “Governmental Authorization” means any approval, consent, license, registration, permit, waiver or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Law. “Governmental Body” means any: (a) nation, state, county, city, town, village, district or other governmental jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, commission, board, instrumentality, official or entity and any court or other tribunal); (d) multi-national organization or body; (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or Tax Authority; or (f) organization or association that sponsors, authorizes or conducts any arbitration Proceeding, or any arbitrator or panel of arbitrators, the decisions of which are enforceable in any court of law. “Hazardous Materials” means any chemical, material, substance, or waste, or any constituent thereof, which is prohibited, limited or regulated under any environmental Law, and includes, crude oil or any fraction thereof, petroleum, petroleum based products or byproducts, medical or infectious waste, asbestos, asbestos-containing materials, heavy metals, chlorinated solvents, urea formaldehyde foam insulation, polychlorinated biphenyls, mold, mycotoxins, radon and per- or polyfluoroalkyl substances. “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations promulgated thereunder. “IFRS” means International Financial Reporting Standards and issued by the International Accounting Standards Board. “IID” means The Imperial Irrigation District and its successor and assigns. “IID Assets” means the Purchased Assets set forth on Exhibit 8.4, constituting those Purchased Assets that are subject to, and required to satisfy APR Energy’s obligations pursuant to, the IID Contract. “IID Contract” means that certain Amended and Restated Power Supply and Services Agreement, dated January 10, 2023, by and between APR Energy and IID, as amended by Amendment No. 1 to the Amended and Restated Power Supply and Services Agreement, dated February 20, 2023, by and between APR Energy and IID. “IID Lease Agreement” has the meaning set forth in Section 4.12. “IID Turbines” means each IID Asset identified with an asterisk (*) on Exhibit 8.4. “Indebtedness” means, as of any time with respect to any Person, without duplication, the outstanding principal amount of, accrued and unpaid interest on, and other payment Asset Purchase Agreement Page 44 57073941 ACTIVE/131483433.18 #205642 v2 obligations (including any premiums, penalties, make-whole payments, termination fees, breakage costs and other fees and expenses that are due upon prepayment of such obligations) arising under, any obligations of such Person consisting of: (a) Funded Indebtedness; (b) any guarantee or commitment by which a Person assures or guarantees the Indebtedness of another Person (including contingent reimbursement Liability with respect to letters of credit); (c) any Liabilities under leases that would be considered capitalized leases under IFRS (it being agreed, for clarity, that all operating leases will be excluded from Indebtedness, even if required to be capitalized); (d) any indebtedness for the deferred purchase price of property or services with respect to which a Person is liable, contingently or otherwise as obligor or otherwise, other than trade payables or accruals incurred in the Ordinary Course, but including earn-outs, holdbacks and similar deferred payment obligations; (e) any indebtedness (excluding operating leases) secured by a Encumbrance on a Person’s assets; (f) any retainers or similar payment obligations of such Person; and (g) any accrued and unpaid interest on, and any prepayment premiums, penalties, “make whole amounts,” expenses, consent or other fees, breakage costs or similar contractual charges in respect of, any of the foregoing obligations computed as though payment is being made in respect thereof on the Closing Date. “Infringement Matter” means the pending Proceeding initiated by APR Energy against American Power Holdings, LLC and certain other defendants identified therein, filed in the United States District Court for the Southern District of Florida under Case No. 9:24-cv-80173-DSL, together with the matters underlying such Proceeding. “Insurance Policies” has the meaning set forth in Section 2.17. “Intellectual Property” means any and all of the following in any jurisdiction throughout the world and under any international treaties or conventions: (a) patents and patent applications, including reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof and patent rights (“Patents”); (b) works of authorship and copyrights in both published and unpublished works (including without limitation all compilations, databases and computer programs, manuals and other documentation and all derivatives, translations, adaptations and combinations of the above), mask work rights, and registrations and applications for registration thereof; (c) trademarks, service marks, trade dress, logos, trade names, corporate names, packaging designs, slogans and other source identifiers, and registrations and applications for registration thereof (collectively, “Trademarks”); (d) trade secrets, business, technical and know-how information, including inventions, whether patentable or unpatentable, and confidential information, and ideas, research in progress, process technology, software development methodologies, algorithms, customer and supplier lists, customer and supplier records, pricing and cost information, reports, plans, drawings, designs, processes, formulae, schematics, blueprints, flow charts, models, strategies, prototypes, techniques, testing procedures, testing results and business, financial, sales and marketing plans (“Trade Secrets”); (e) rights of publicity and privacy; (f) computer software and firmware including source code, object code, files, documentation and other materials related thereto; (g) proprietary databases and data compilations (excluding personally identifiable data); (h) domain names, social media Asset Purchase Agreement Page 45 57073941 ACTIVE/131483433.18 #205642 v2 accounts and registrations and applications for registration thereof; (i) any other intellectual property; and (j) rights in any of the foregoing, including any and all other intellectual property rights and/or proprietary rights recognized by Law, goodwill and rights to sue or recover and retain damages for past, present, and future infringement, dilution, misappropriation or other violation of any of the foregoing “IRS” means the United States Internal Revenue Service. “IT Systems” means software (including object code, binary code, source code, libraries, routines, subroutines or other code, and including commercial, open-source and freeware software), systems, servers, computers, hardware, firmware, middleware, networks, data communications lines, routers, hubs, switches and all other information technology equipment, and all associated documentation. “Jacksonville Storage Contract” means that certain Industrial Lease, dated as of February 8, 2021, by and between NP Jacksonville Industrial I, LLC, a Missouri limited liability company, and APR Energy. “Law” means any law, ordinance, statute, code, regulation, rule, treaty, administrative interpretation, principle of common law, Order or other requirement enacted, issued or promulgated by, or having the force of law of, any Governmental Body. “Lease” has the meaning set forth in Section 2.16(e). “Leased Property” has the meaning set forth in Section 2.16(a). “Liability” means any debt, liability, claim, obligation, commitment, fine or penalty of any kind or nature (whether direct or indirect, known or unknown, absolute or contingent, asserted or unasserted, matured or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due), and including all interest, attorneys’ fees and other costs and expenses relating thereto. “Licenses” has the meaning set forth in Section 2.5(b). (q) “Limited Guaranty” has the meaning set forth in the Recitals. “Maintenance Records” has the meaning set forth in Section 2.3(b). “Material Adverse Effect” means any event, circumstance, change, effect or condition (each, an “Event”) that, individually or in the aggregate: (a) has had, or would reasonably be expected to have, a material adverse effect on the condition (financial or otherwise) or results of operations of, or the ability to own, operate or lease, the Purchased Assets, taken as a whole; provided, however, that, solely for purposes of this clause (a), no Event will constitute, or will be considered in determining whether there has occurred or would reasonably be expected to occur, a Material Adverse Effect to the extent such Event results from or arises out of any of the Asset Purchase Agreement Page 46 57073941 ACTIVE/131483433.18 #205642 v2 following: (i) the public announcement of the execution of this Agreement or other Transaction Document or the transactions contemplated hereby or thereby (including any threatened or actual impact on any relationship with any customer, vendor, supplier or APR Employee resulting therefrom); (ii) the failure of Sellers to meet any estimate of revenues, earnings or other financial projections (provided, that the facts and circumstances underlying any such failure may be considered in determining whether there has occurred or would reasonably be expected to occur a Material Adverse Effect); (iii) any condition or change in economic conditions generally affecting the economy or the industries in which Sellers operate; (iv) any natural or manmade disaster or other acts of God, or any national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency, war or the occurrence of any military or terrorist attack on the United States or any of its territories, possessions, offices or military installations; (v) any condition affecting financial, banking or securities markets (including any disruption thereof, any decline in the price of any security or market index and any change in interest rates, commodity prices or foreign exchange rates); (vi) any change after the date hereof in applicable Law or IFRS; (vii) any Current Events or any public outbreak of disease or virus (including coronavirus) or other public health conditions, pandemics or emergencies; and (viii) the taking of any action expressly required to be taken pursuant to this Agreement, except, with respect to any Event described in any of the foregoing clauses (a)(iii) through (a)(vii), to the extent that such Event has a disproportionate effect on the ownership or operation of the Purchased Assets, taken as a whole, relative to other participants in the same industry or market in which Sellers operate; or (b) has prevented or materially delayed or impaired, or would reasonably be expected to prevent or materially delay or impair, the ability of any Seller Party to perform its obligations under this Agreement or the other Transaction Documents or to consummate the transactions contemplated by this Agreement or any other Transaction Document. “Material Vendors” has the meaning set forth in Section 2.11. “Non-Breaching Party(ies)” means (i) Buyer, if any Seller Party is the Breaching Party and (ii) the Seller Parties, if Buyer is the Breaching Party. “Non-Party Affiliate” has the meaning set forth in Section 9.14(a). “Order” means any award (including arbitration award), decree, stipulation, decision, injunction, judgment, order, writ, ruling, or verdict entered, issued, made or rendered by any Governmental Body or arbitrator and any settlement agreement or compliance agreement entered into in connection with any Proceeding. “Ordinary Course” means the ordinary course of operating the Purchased Assets and performing under the Assigned Contracts, consistent with the past customs and practices of Sellers (including, for the avoidance of doubt, with respect to frequency, quantity and custom). “Organizational Documents” means the organizational documents of a non-natural Person, including, as applicable, the charter, or certificate of incorporation, bylaws, articles of Asset Purchase Agreement Page 47 57073941 ACTIVE/131483433.18 #205642 v2 organization or certificate of formation, operating agreement, trust agreement or similar governing documents, as amended. “Outside Date” has the meaning set forth in Section 6.1(d). “Party” and “Parties” have the meanings set forth in the first paragraph of this Agreement. “Pending Insurance Claim” means that certain Claim Number B0801 14518J23AA, submitted by APR Energy Do Brasil Ltda to Zurich Insurance Company under Insurance Policy #01969190808 on or around September 26, 2023, in relation to the 26413 Repair Expenses which are currently estimated to be $2,500,000. “Permits” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Bodies. “Permitted Encumbrances” means: (a) Encumbrances for Taxes not yet delinquent or that are being contested in good faith; (b) imperfections of title and other similar Encumbrances that do not and would not reasonably be likely to materially detract from the value of the asset or property subject thereto or materially impair the continued use and/or occupancy of such asset or property; (c) mechanics’, materialmens’, carriers’, warehousemens’ and similar Encumbrances arising or incurred in the Ordinary Course; provided, that the underlying obligations are not delinquent or are being disputed in good faith; (d) pledges or deposits under workers’ compensation (or similar) Laws, unemployment insurance or other types of insurance or compensation plans; (e) pledges or deposits that secure the performance of tenders, statutory obligations, bonds, bids, leases, Contracts and similar obligations; (f) Encumbrances that will be discharged at Closing; and (g) Encumbrances set forth on Exhibit 8.5. “Person” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Body or other entity. “Personal Information” means, in addition to all information defined or described by the Sellers as “personal data,” “personal information,” “personally identifiable information,” “PII,” or any similar term in the Sellers’ privacy policies or other public-facing statement, any information regarding or reasonably capable of being associated with an individual Person or device. “PPG Matter” means the pending Proceeding initiated by the applicable Sellers against Patriot Power Group, and all related Proceedings or other matters now or hereafter existing between the applicable Sellers (and any applicable Affiliate), on the one hand, and Patriot Power Group, on the other hand, in each case related to or arising out of Patriot Power Group’s alleged Asset Purchase Agreement Page 48 57073941 ACTIVE/131483433.18 #205642 v2 breach of that certain Contract for Rental of Power Generation Equipment, dated October 18, 2023, by and between APR Energy and Patriot Power Group LLC. “Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and the portion through the Closing Date for any Straddle Period. “Privacy Laws” means, to the extent binding on a Person, any Laws, statutes, rules, regulations, ordinances, orders, judgements, decisions, rulings or other applicable requirement that govern the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security, disposal, destruction, disclosure or transfer of Personal Information, including, for the avoidance of doubt, all US state and federal laws concerning the privacy and/or security of Personal Information, all Laws regulating biometric information, the California Invasion of Privacy Act and all other laws concerning the interception and/or recording of communications, the CAN-SPAM Act, the Telephone Consumer Protection Act and all other Laws regarding marketing communications, and the Federal Trade Commission Act. “Proceeding” means any action, arbitration, mediation, audit, examination, hearing, claim, cause of action, known investigation, notice of violation, demand, litigation, proceeding or lawsuit or any nature (whether civil, criminal or administrative and whether at law or in equity) commenced, brought, conducted or heard by or before any Governmental Body or duly appointed arbitration, mediation or similar authority. “Purchase Orders” has the meaning set forth in Section 4.16. “Purchased Assets” has the meaning set forth in Section 1.1. “Purchased Intellectual Property” has the meaning set forth in Section 1.1(i). “Purchased Inventory” has the meaning set forth in Section 1.1(b). “Purchased Personal Property” has the meaning set forth in Section 1.1(a). “Purchased Software” has the meaning set forth in Section 1.1(h). “Purchased Trademarks” has the meaning set forth in Section 1.1(i). “R&W Insurance Binder” means the agreement by and between Buyer and its selected insurer, pursuant to which the R&W Insurance Policy will be bound in accordance with Section 4.10. “R&W Insurance Policy” means the buyer-side representations and warranties insurance policy to be obtained by Buyer or any of its Affiliates, at their expense, in connection with the transactions contemplated by this Agreement. Asset Purchase Agreement Page 49 57073941 ACTIVE/131483433.18 #205642 v2 “Reasonably Prudent Operator” means an operator that conducts activities and maintains equipment in a good and workmanlike manner, with due diligence and dispatch, and in compliance with applicable law and regulation. “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, seeping, migrating, dumping or disposing of any Hazardous Material (including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Material) into the Environment. “Related Parties” means, with respect to a Person, such Person’s Affiliates and its and their respective current and former direct and indirect equityholders, members, directors, managers, partners (limited and general), officers, controlling Persons, employees, agents, Representatives and the respective successors and assigns of each of the foregoing. “Related Breaching Parties” has the meaning set forth in Section 6.3(b). “Releasing Parties” has the meaning set forth in Section 6.3(b). “Representative” means, with respect to a particular Person, any director, officer, manager, managing member, employee, agent, consultant, advisor or other representative of such Person, including legal counsel, accountants and financial advisors. “Restricted APR Employees” has the meaning set forth in Section 4.4(b). “Restrictive Covenant Agreement” has the meaning set forth in Section 1.4(a)(ii). “Retention Date” has the meaning set forth in Section 4.7(b). “Sanctioned Country” means any country or region that itself is the subject or target of a comprehensive embargo under Sanctions Laws, including Cuba, Iran, North Korea, Syria, and the Crimea, the so-called Donetsk People’s Republic, the so- called Luhansk People’s Republic, Kherson and Zaporizhzhia regions of Ukraine. “Sanctioned Person” means any Person that is the subject or target of sanctions or restrictions under Sanctions Laws or Ex-Im Laws, including: (a) any Person listed on any applicable U.S. or non-U.S. sanctions- or export-related restricted party list, including but not limited to OFAC’s Specially Designated Nationals and Blocked Persons List, List of Persons Identified as Blocked Solely Pursuant to Executive Order 13599, and Sectoral Sanctions Identifications List; and the Denied Persons, Unverified, and Entity Lists, maintained by the U.S. Department of Commerce; the Debarred List and non-proliferation sanctions lists maintained by the U.S. State Department; the EU Consolidated List of Designated Parties, maintained by the European Union; the Consolidated List of Assets Freeze Targets, maintained by HM Treasury (U.K.); and the UN Consolidated List, maintained by the UN Security Council Committee; (b) any Person that is, is a political subdivision, agency or instrumentality of or acting or purporting Asset Purchase Agreement Page 50 57073941 ACTIVE/131483433.18 #205642 v2 to act, directly or indirectly, for or on the behalf of, the Government of a Sanctioned Country or Venezuela; (c) any Person that is organized or resident in a Sanctioned Country; or (d) any Person that is, individually or in the aggregate, 50% or greater owned, directly or indirectly, or otherwise controlled by a Person or Persons described in clauses (a)-(c) so as to subject the Person to sanctions. “Sanctions Laws” means all applicable U.S. and non-U.S. Laws relating to economic or trade sanctions, including the applicable Laws administered or enforced by the United States (including by the U.S. Department of the Treasury’s Office of Foreign Assets Control or the U.S. Department of State), the United Nations Security Council, the European Union, any European Union member state or the United Kingdom, except to the extent inconsistent with U.S. Law. “Seller” and “Sellers” have the meaning set forth in the first paragraph of this Agreement. “Seller Parties” has the meaning set forth in the first paragraph of this Agreement. “Seller Taxes” has the meaning set forth in Section 1.2(b)(vi). “Seller Transaction Expenses” means all fees, costs and expenses incurred by or on behalf of a Seller Party in connection with this Agreement, the Transaction Documents or the consummation of the transactions contemplated hereby or thereby (in each case, to the extent payable or owed by a Seller Party, and whether invoiced before or after Closing), including: (a) brokers’, finders’ or investment bankers’ fees incurred by or on behalf of a Seller Party in connection with the negotiation, preparation, execution and consummation of the transactions contemplated hereby; (b) fees and expenses of legal counsel or other professional advisors incurred by or on behalf of a Seller Party in connection with consummation of the transactions contemplated hereby; and (c) transaction, severance, retention, change in control bonuses or similar payments that are payable to any APR Employee by a Seller Party or its Affiliates as a result of, or in connection with, the consummation of the transactions contemplated hereby, including the employer portion of any payroll, social security, unemployment or similar Taxes imposed thereon. “Sellers’ Knowledge” means the actual knowledge, after reasonably inquiry, of William Kostilvy, Graham Todd and Martin Silvera. “Solaris Contract” means that certain Contract for Rental of Power Generation Equipment, dated as of November 4, 2024, by and between APR Energy and Solaris Energy Infrastructure, LLC. “Solaris Credit Amount” means an amount equal to (a) $4,500,000 multiplied by (b) a fraction, the numerator of which is the number of days from (and including) the Closing Date until the date on which the initial three-month Rental Term (as defined in the Solaris Contract) expires pursuant to and in accordance with Section 7 of the Solaris Contract and (ii) the Asset Purchase Agreement Page 51 57073941 ACTIVE/131483433.18 #205642 v2 denominator of which is the total number of days in the initial Rental Term (as defined in the Solaris Contract). “Solvent” means that, with respect to any Person, as of the date of determination: (a) the amount of the fair value on a going concern basis of such Person will, as of such date, exceed the sum of (i) the value of all debt (including contingent liabilities) of such Person as of such date and (ii) the amount that will be required to pay the liabilities of such Person as of such date on its existing debts (including contingent liabilities) as such debts become absolute and mature, (b) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of its business and (c) such Person believes that it will be able to pay its liabilities (including contingent liabilities) as they mature. “Specified Contract” has the meaning set forth in Section 1.5. “Straddle Period” has the meaning set forth in Section 4.6(c). “Tax” or “Taxes” means (a) any tax or other governmental charge in the nature of a tax (including any income tax, gross receipts tax, capital gains tax, value-added tax, sales tax, property tax, business tax, payroll tax, withholding tax, gift tax, estate tax, franchise tax, net worth tax, excise tax, or business opportunity tax) imposed, assessed, or collected by or under the authority of any Governmental Body (including any penalty, interest, or addition thereto). “Tax Authority” means any federal, state, local or foreign Governmental Body or authority responsible for the imposition or collection of any Tax. “Tax Return” means any return (including any information return), report, statement, schedule, notice, form or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Law relating to any Tax. “Third Party IP” has the meaning set forth in Section 2.18(d). “Trademark and Domain Name Assignment and License” has the meaning set forth in Section 1.4(a)(iii). “Transaction Documents” means this Agreement, the Equity Commitment Letter, the Limited Guaranty, the bills of sale for the Purchased Assets, the Assignment and Assumption Agreements, the Trademark and Domain Name Assignment and License, the Restrictive Covenant Agreement and, to the extent entered into at Closing pursuant to and in accordance with Section 4.12 and Section 5.1(h)(ii), the IID Lease Agreement. “Transfer Taxes” has the meaning set forth in Section 4.6(d). “Transferring Employees” has the meaning set forth in Section 4.13. Asset Purchase Agreement Page 52 57073941 ACTIVE/131483433.18 #205642 v2 “Willful Breach” means, with respect to any Party, a willful and intentional material breach of this Agreement by such Party that is the consequence of an act or omission by such Party with such Party’s actual knowledge that the taking of such act or failure to take such action would be a material breach of this Agreement or would otherwise cause the failure of a condition to the obligations of the Parties to consummate the Closing. ARTICLE 9 GENERAL Section 9.1 Binding Effect; Benefits; Assignment. The terms of this Agreement and the other Transaction Documents executed by a Party will be binding upon, inure to the benefit of and be enforceable by and against such Party and its legal representatives, successors and authorized assigns. Except as otherwise expressly provided in this Agreement or other Transaction Document, this Agreement and the other Transaction Documents are for the exclusive benefit of the Parties hereto and thereto and (as applicable) their respective successors and authorized assigns. Except as set forth in Section 4.13 and Section 9.14, nothing in this Agreement or such other Transaction Document, express or implied, is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement or such other Transaction Document. Neither Party may assign any of its rights or obligations under this Agreement or other Transaction Document to any other Person without the prior written consent of the other Party to this Agreement or the other parties to such other Transaction Documents, as applicable, and any such attempted or purported assignment will be null and void; provided, however, that Buyer may, without consent, assign all or part of its rights under this Agreement or other Transaction Document to one or more of its Affiliates, to a purchaser of all or substantially all of its assets, to a successor resulting from any merger or consolidation of Buyer with or into such Person or to any of its financing sources for collateral purposes. Section 9.2 Entire Agreement. This Agreement, the exhibits and schedules to this Agreement (including the Disclosure Schedule) and the other Transaction Documents set forth the entire agreement and understanding of the Parties in respect of the transactions contemplated by this Agreement or other Transaction Documents, as applicable, and supersede all prior Contracts, letters of intent, arrangements and understandings relating to the subject matter hereof and thereof. No representation, promise, inducement or statement of intention has been made by any Party in connection with the transactions contemplated by this Agreement or other Transaction Document that is not embodied in this Agreement or such other Transaction Document, as applicable, and neither Party will be bound by or liable for any alleged representation, promise, inducement or statement of intention not so embodied. Section 9.3 Amendment and Waiver. This Agreement may be amended, modified, superseded or canceled, and any of its provisions may be waived, only by a written instrument executed by the Parties or, in the case of a waiver, by the Party waiving compliance. The failure of a Party at any time to require performance of any provision of this Agreement will in no manner affect the right of that Party at a later time to enforce such provision. No waiver by a Party of any provision of this Agreement or the breach of any provision of this Agreement, in any one or more instances, will be deemed to be or construed as a further or continuing waiver of such provision or breach, or any other provision of this Agreement. Section 9.4 Governing Law. This Agreement and any dispute about which this Agreement is a subject will be governed by and construed in accordance with the applicable Laws of the State of Delaware, without regard to choice of law principles of any jurisdiction. Asset Purchase Agreement Page 53 57073941 ACTIVE/131483433.18 #205642 v2 Section 9.5 Submission to Jurisdiction. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its successors or assigns against any other party shall be brought and determined in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Section 9.6 WAIVER OF TRIAL BY JURY. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Section 9.7 Notices. All notices, requests, demands and other communications required or permitted to be given pursuant to this Agreement must be in writing and will be deemed to have been duly given: (a) on the day of delivery, if delivered by hand; (b) on the day of delivery, if sent by electronic mail (with confirmation of receipt) at or prior to 5:00 p.m. Eastern time on a Business Day; (c) on the first Business Day following delivery, if sent by electronic mail on a day that is not a Business Day or after 5:00 p.m. Eastern Time on a Business Day; (d) on the first Business Day following deposit with a nationally recognized overnight delivery service; or (e) upon the earlier of actual receipt and the fifth Business Day following first class mailing, with first class, postage prepaid: If to Buyer: c/o Fortress Investment Group LLC 1345 Avenue of the Americas, 46 Floor New York, NY 10105 th Asset Purchase Agreement Page 54 57073941 ACTIVE/131483433.18 #205642 v2 Attn: General Counsel / Credit Operations with a copy (which will not constitute notice) to: Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 If to the Seller Parties: Atlas Corp. Attn: Legal Department 2600 – 200 Granville St. Vancouver, BC Canada, V6C 1S4 with a copy to (which will not constitute notice): Honigman LLP 200 Ottawa Avenue, NW, Suite 700 Grand Rapids, Michigan 49503 A Party may change its address or e-mail address by prior written notice to the other Party provided as set forth in this Section 9.7. Section 9.8 Counterparts. This Agreement may be executed by original signature or by facsimile, digital or other electronic signature and in one or more counterparts, each of which will be deemed an original and together will constitute one and the same instrument. Section 9.9 Expenses. Except as otherwise expressly provided in this Agreement, the Seller Parties, on one hand, and Buyer, on the other hand, will each pay all of their own expenses, costs and fees (including legal and other professional fees and costs) incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (whether the transactions contemplated by this Agreement are consummated or not). Section 9.10 Headings; Construction. The headings of the articles, sections and paragraphs in this Agreement have been inserted for convenience of reference only and will not restrict or otherwise modify any of the provisions of this Agreement. Unless otherwise expressly provided, the words “including,” “include” or “includes,” or other similar words, whenever used in this Agreement will be deemed to be immediately followed by the words “without limitation.” The words “herein,” “hereby,” “hereof,” “hereunder” and words of similar import refer to this Asset Purchase Agreement Page 55 57073941 ACTIVE/131483433.18 #205642 v2 Agreement as a whole (including any exhibits and schedules hereto) and not merely to any particular section, subsection or paragraph contained in this Agreement. The word “extent” in the phrase “to the extent” will mean the degree to which a subject or other thing extends, and such phrase will not mean simply “if.” All references in this Agreement to sections, schedules or exhibits are references to sections of, and schedules and exhibits to, this Agreement, unless the context otherwise requires. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Neither this Agreement nor another Transaction Document (nor any uncertainty or ambiguity herein or therein) will be construed against a Party under any rule of construction or otherwise. No Party will be considered the draftsman of this Agreement or any other Transaction Document. The provisions of this Agreement have been negotiated by and chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against a Party. All references to dollars or “$” in this Agreement or other Transaction Document are to U.S. Dollars. All payments required to be made hereunder will be paid in U.S. Dollars unless otherwise agreed in writing. The word “will” or “will” denotes a directive and obligation, not an option. References to a number of days refer to calendar days unless Business Days are specified. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is referenced in beginning the calculation of such period will be excluded. Except as otherwise specified, whenever any action must be taken on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. Any document or information shall be deemed to have been “made available”, “furnished”, “delivered” or “provided” to Buyer solely to the extent that it was uploaded to the “Project Sawgrass” electronic data room maintained by Firmex on behalf of the Seller Parties in connection with the transactions contemplated by this Agreement on or prior to the 5:00 p.m. (Eastern Time) on the date that was two Business Days prior to the date hereof and available through the Closing Date. Section 9.11 Partial Invalidity. Without limitation to Section 4.4(d), whenever possible, each provision of this Agreement and each other Transaction Document will be interpreted in such manner as to be effective and valid under applicable Law, but in case any one or more of the provisions contained in this Agreement or other Transaction Document is, for any reason, held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision of this Agreement or other Transaction Document, as applicable, which will otherwise remain in full force and effect. Upon any such determination that any provision of this Agreement or other Transaction Document is invalid, illegal or unenforceable, the Parties will negotiate in good faith to modify this Agreement or other Transaction Document, as applicable, by replacing the invalid, illegal or unenforceable provisions with legal, valid and enforceable provisions the effect of which comes as close as practicable to the original intent of the Parties in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible. Section 9.12 Certain Disclosure Matters. The Disclosure Schedule contains a series of schedules which, in part, set forth information specifically referred to in ARTICLE 2 and, in part, provide exceptions or qualifications to the representations and warranties contained in ARTICLE 2 (the latter schedules need not be specifically referred to in ARTICLE 2). The information contained in this Agreement and the Disclosure Schedule is disclosed solely for the purposes of this Agreement, and no information contained herein or therein will be deemed to be an admission to any third Person of any matter whatsoever, including of any violation of Law or breach of any Contract. An exception or qualification set forth in the Disclosure Schedule with respect to a particular representation or warranty will be deemed to be an exception or Asset Purchase Agreement Page 56 57073941 ACTIVE/131483433.18 #205642 v2 qualification with respect to all other applicable representations and warranties to the extent the description of the facts regarding the event, item or matter disclosed is adequate on its face so as to make reasonably clear that such exception or qualification is applicable to such other representations and warranties, whether or not such exception or qualification is so numbered or such other representations and warranties expressly refer to a schedule comprising the Disclosure Schedule. Section 9.13 Specific Performance. Each Party agrees that irreparable damage could occur to the non-breaching Party(ies) if any provision of this Agreement were not performed by a Party in accordance with the terms hereof (including failing to take such actions as are required of them to consummate the transactions contemplated hereby). Accordingly, without limitation to Section 4.4(e), each Party agrees that, subject to Section 6.3 and the limitations set forth in this Section 9.13, in addition to any other remedy to which a non-breaching Party is entitled at Law or in equity, each of Buyer and Atlas (on behalf of the Seller Parties), prior to the termination of this Agreement in accordance with Section 6.1, will be entitled to seek injunctive relief to prevent breaches of this Agreement and will be entitled to specifically enforce the performance of the provisions hereof. By seeking the remedies provided for in this Section 9.13, a Party will not in any respect waive its right to seek any other form of relief that may be available to such Party under this Agreement in the event that the remedies provided for in this Section 9.13 are not available or otherwise not granted. Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the other Party has an adequate remedy at Law or an award of specific performance is not an appropriate remedy for any reason at Law or equity. A Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement will not be required to provide any bond or other security in connection with any such order or injunction. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall any Non-Breaching Party(ies) be entitled to both a grant of specific performance to cause the Closing to occur and to all or any portion of the Break-Up Fee and the Non-Breaching Party(ies) acceptance of the Break-Up Fee shall terminate any right to injunctive relief or specific performance under this Agreement. Section 9.14 Non-Party Affiliates. (a) All Proceedings (whether in contract, in tort, under statute or otherwise, or based upon any theory that seeks to impose Liability of an entity against its owners or Affiliates) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (i) this Agreement or the other Transaction Documents, (ii) the negotiation, execution or performance of this Agreement or any other Transaction Document (including any representation or warranty made in connection with, or as inducement to enter into, this Agreement), (iii) any breach or violation of this Agreement or the other Transaction Documents and (iv) any failure of the transactions contemplated by this Agreement or the other Transaction Documents to consummated, in each case, may be brought only against (and are those solely of) the Persons that are expressly named as parties hereto and thereto, as applicable, and then only to the extent of the specific obligations of such Persons set forth herein or therein. No Person who is not a named party to this Agreement or any other Transaction Document, including any of their respective Related Parties (each, a “Non-Party Affiliate”), shall have any Liability (whether in Contract, in tort, under statute or otherwise, or based upon any theory that seeks to impose Liability of an entity against its owners or Affiliates) arising out of, in connection with or related in any manner to the items in the immediately preceding clauses (i) through (iv). To the maximum extent permitted by applicable Law, each party hereto waives and releases all such Actions against any such Non-Party Affiliate. For avoidance of doubt, the parties acknowledge Asset Purchase Agreement Page 57 57073941 ACTIVE/131483433.18 #205642 v2 and agree that the Non-Party Affiliates referred to herein are intended third party beneficiaries of this Section 9.14. (b) Each of the Seller Parties and Buyer knowingly, willingly, irrevocably and expressly acknowledges and agrees that the agreements contained in this Section 9.14 are an integral part of the transactions contemplated by this Agreement and that, without the agreements set forth in this Section 9.14, neither Buyer nor the Seller Parties, as applicable, would enter into this Agreement or otherwise agree to consummate the transactions contemplated hereby. Section 9.15 Prevailing Party. If any litigation or other court action, arbitration or similar Proceeding is commenced by any Party to enforce its rights under this Agreement against any other Party, all fees, costs and expenses, including reasonable attorneys’ fees and court costs, incurred by the prevailing Party in such litigation, action, arbitration or proceeding shall be reimbursed by the losing Party; provided that if a Party to such litigation, action, arbitration or other Proceeding prevails in part, and loses in part, the court, arbitrator or other adjudicator presiding over such litigation, action, arbitration or other Proceeding shall award a reimbursement of the fees, costs and expenses incurred by such Party on an equitable basis. [SIGNATURE PAGE FOLLOWS] Asset Purchase Agreement Page 58 57073941 ACTIVE/131483433.18 #205642 v2 The Parties have executed this Asset Purchase Agreement as of the date stated in the first paragraph hereof. BUYER: Sawgrass Buyer LLC By: /s Scott Desiderio Name: Scott Desiderio Title: Deputy Chief Financial Officer [Signature Page to Asset Purchase Agreement] ACTIVE/131483433.18 #205642 v2 ATLAS: Atlas Corp. By: /s Bing Chen Name: Bing Chen Title: President and CEO SELLERS: APR Energy Holdings Limited By: /s Martin Silveira Name: Martin Silveira Title: Director APR Energy, LLC By: /s Joseph DiCamillo Name: Joseph DiCamillo Title: Secretary Power Rental Asset Co Two LLC By: /s Martin Silveira Name: Martin Silveira Title: Chief Operating Officer Power Rental Op Co LLC By: /s Martin Silveira Name: Martin Silveira Title: Chief Operating Officer APR Energy MEX S. de R.L. de CV By: /s Joseph DiCamillo Name: Joseph DiCamillo Title: Sole General Manager Falconbridge Services, LLC By: /s Joseph DiCamillo Name: Joseph DiCamillo [Signature Page to Asset Purchase Agreement] ACTIVE/131483433.18 #205642 v2 Title: Secretary [Signature Page to Asset Purchase Agreement] ACTIVE/131483433.18 #205642 v2 Exhibit A Equity Commitment Letter [Redacted] 57073941 ACTIVE/131483433.18 #205642 v2 Exhibit B Limited Guaranty [Redacted] 57073941 ACTIVE/131483433.18 #205642 v2 Exhibit C Form of Restrictive Covenant Agreement [Redacted] 57073941 ACTIVE/131483433.18 #205642 v2 Exhibit D Form of Trademark and Domain Name Assignment and License [Redacted] 57073941 ACTIVE/131483433.18 #205642 v2 Exhibit 1.1(a) Tangible Personal Property [Redacted] 57073941 ACTIVE/131483433.18 #205642 v2 Exhibit 1.1(b) Purchased Inventory [Redacted] 57073941 ACTIVE/131483433.18 #205642 v2 Exhibit 1.1(h) Purchased Systems [Redacted] 57073941 ACTIVE/131483433.18 #205642 v2 Exhibit 1.1(i) Purchased Trademarks [Redacted] 57073941 ACTIVE/131483433.18 #205642 v2 57073941 ACTIVE/131483433.18 #205642 v2 Exhibit 1.1(j) [Redacted] 57073941 ACTIVE/131483433.18 #205642 v2 Exhibit 4.6(a) [Redacted] 57073941 ACTIVE/131483433.18 #205642 v2 Exhibit 8.1 Eligible APR Employees [Redacted] 57073941 ACTIVE/131483433.18 #205642 v2 Exhibit 8.2 Assigned Contracts [Redacted] 57073941 ACTIVE/131483433.18 #205642 v2 Exhibit 8.3 Brazilian Assets [Redacted] 57073941 ACTIVE/131483433.18 #205642 v2 Exhibit 8.4 IID Assets [Redacted] 57073941 ACTIVE/131483433.18 #205642 v2 Exhibit 8.5 Certain Permitted Encumbrances [Redacted] ACTIVE/131483433.18 #205642 v2 EXHIBIT 8.1 List of Entities as at December 31, 2024 Entity Name Shareholder Incorporated 1. Atlas Corp. Poseidon Corp. Marshall Islands 1. Seaspan Corporation Atlas Corp. Marshall Islands 1. Seaspan Management Services Limited Seaspan Corporation Bermuda 1. Seaspan Ship Management Ltd. Seaspan Management Services Ltd. British Columbia 1. Seaspan Advisory Services Limited Seaspan Management Services Ltd. Bermuda 1. Seaspan Crew Management Ltd. Seaspan Ship Management Ltd. Bahamas 1. Seaspan Capital Ltd. Seaspan Ship Management Ltd. British Columbia 1. Seaspan Crew Management India Private Limited Seaspan Ship Management Ltd. owns 0.01% and Seaspan Crew Management Ltd. owns 99.99% India 1. Atlas Ventures Corp. Atlas Corp. Marshall Islands 1. Seaspan WTL Holdco Limited Seaspan Corporation Hong Kong 1. Seaspan Investment I Ltd. Seaspan Corporation Marshall Islands 1. Seaspan YZJ 983 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan YZJ 985 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 1037 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holding 140 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan 140 Ltd. Seaspan Holding 140 Ltd. Marshall Islands 1. Seaspan (Asia) Corporation Seaspan Corporation Marshall Islands 1. Seaspan Containership 2180 Ltd. Seaspan (Asia) Corporation Marshall Islands 1. Seaspan Containership 2181 Ltd. Seaspan (Asia) Corporation Marshall Islands 1. Seaspan Containership S452 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan Holdco II Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco III Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco VI Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco VII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco VIII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco IX Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco X Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XI Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XII Pte. Ltd. Seaspan Holdco III Singapore 1. Seaspan Holdco XIII Pte. Ltd. Seaspan Holdco III Singapore 1. Seaspan Holdco XIV Pte. Ltd. Seaspan Holdco III Singapore EXHIBIT 8.1 1. Seaspan Holdco XV Pte. Ltd. Seaspan Holdco III Singapore 1. Seaspan Holdco XVI Pte. Ltd. Seaspan Holdco III Singapore 1. Seaspan Holdco XVII Pte. Ltd. Seaspan Holdco III Singapore 1. Seaspan Holdco XVIII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XIX Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XX Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XXI Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XXII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XXIII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XXIV Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XXV Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XXVI Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XXVII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XXVIII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XXIX Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XXX Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XXXI Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XXXII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XXXIII Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan Holdco XXXIV Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan Holdco XXXV Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XXXVI Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XXXVII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XXXVIII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XXXIX Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XL Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XLI Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XLII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XLIII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XLIV Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XLV Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XLVI Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XLVII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XLVIII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco XLIX Ltd. Seaspan Corporation Marshall Islands EXHIBIT 8.1 1. Seaspan Holdco L Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco LI Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco LII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco LIII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco LIV Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco LV Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco LVI Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan Holdco LVII Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan Holdco LVIII Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan Holdco LIX Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco LX Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco LXI Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco LXII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco LXIII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco LXIV Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco LXV Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Holdco LXVI Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 145 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 146 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 147 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership I Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership II Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership III Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership IV Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership V Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership VI Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership VII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership VIII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership IX Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership X Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XI Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XIII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XIV Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XV Ltd. Seaspan Corporation Marshall Islands EXHIBIT 8.1 1. Seaspan Containership XVI Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XVII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XVIII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XIX Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XX Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XXI Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XXII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XXIII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XXIV Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XXV Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XXVI Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XXVII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XXVIII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XXIX Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XXX Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XXXI Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XXXII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XXXIII Ltd Seaspan Corporation Marshall Islands 1. Seaspan Containership XXXIV Ltd Seaspan Corporation Marshall Islands 1. Seaspan Containership XXXV Ltd Seaspan Corporation Marshall Islands 1. Seaspan Containership XXXVI Ltd Seaspan Corporation Marshall Islands 1. Seaspan Containership XXXVII Ltd Seaspan Corporation Marshall Islands 1. Seaspan Containership XXXVIII Ltd Seaspan Corporation Marshall Islands 1. Seaspan Containership XXXIX Ltd Seaspan Corporation Marshall Islands 1. Seaspan Containership XL Ltd Seaspan Corporation Marshall Islands 1. Seaspan Containership XLI Ltd Seaspan Corporation Marshall Islands 1. Seaspan Containership XLII Ltd Seaspan Corporation Marshall Islands 1. Seaspan Containership XLIII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XLIV Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XLV Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XLVI Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XLVII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XLVIII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership XLIX Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership L Ltd. Seaspan Corporation Marshall Islands EXHIBIT 8.1 1. Seaspan Containership LI Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership LII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership LIII Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership LIV Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership LV Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 2049 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 2050 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1344 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1345 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1346 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1347 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1369 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1370 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1371 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1372 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1373 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1384 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1385 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1386 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1387 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1388 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1389 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1390 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1394 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1395 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1396 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1397 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership 1398 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership H1562 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership H1563 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership H1564 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership H1565 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership H1566 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership H1567 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership H1568 Ltd. Seaspan Corporation Marshall Islands EXHIBIT 8.1 1. Seaspan Containership H1569 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership H1570 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan Containership H1571 Ltd. Seaspan Corporation Marshall Islands 1. Seaspan 696C Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 716C Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 717C Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 718C Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 719C Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 720C Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 721C Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 722C Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 993 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 1105 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 1539 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 1540 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 1541 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 1542 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 1543 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 1550 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 1551 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 1552 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 1566 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 1568 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 1854 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 1855 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 2177 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 2180 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 2181 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 2638 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 2640 Ltd. Seaspan Holdco III Marshall Islands 1. Seaspan 3278 Ltd. Seaspan Holdco III Marshall Islands 1. Greater China Intermodal Investments LLC Seaspan Investment I Ltd. Marshall Islands 1. GC Intermodal Holding Company I, Ltd. Greater China Intermodal Investments LLC Marshall Islands 1. GC Intermodal Intermediate Holding Company I, Ltd. GC Intermodal Holding Company I, Ltd. Marshall Islands 1. GC Intermodal I, Ltd. Seaspan Holdco III Marshall Islands EXHIBIT 8.1 1. GC Intermodal Holding Company II, Ltd. Greater China Intermodal Investments LLC Marshall Islands 1. GC Intermodal Intermediate Holding Company II, Ltd. GC Intermodal Holding Company II, Ltd. Marshall Islands 1. GC Intermodal II, Ltd. GC Intermodal Intermediate Holding Company II, Ltd. Marshall Islands 1. GC Intermodal Holding Company III, Ltd. Greater China Intermodal Investments LLC Marshall Islands 1. GC Intermodal Intermediate Holding Company III, Ltd. GC Intermodal Holding Company III, Ltd. Marshall Islands 1. GC Intermodal III, Ltd. GC Intermodal Intermediate Holding Company III, Ltd. Marshall Islands 1. GC Intermodal Holding Company IV, Ltd. Greater China Intermodal Investments LLC Marshall Islands 1. GC Intermodal Intermediate Holding Company IV, Ltd. GC Intermodal Holding Company IV, Ltd. Marshall Islands 1. GC Intermodal IV, Ltd. Seaspan Holdco III Marshall Islands 1. GC Intermodal Holding Company V, Ltd. Greater China Intermodal Investments LLC Marshall Islands 1. GC Intermodal Intermediate Holding Company V, Ltd. GC Intermodal Holding Company V, Ltd. Marshall Islands 1. GC Intermodal V, Ltd. Seaspan Holdco III Marshall Islands 1. GC Intermodal Holding Company VI, Ltd. Greater China Intermodal Investments LLC Marshall Islands 1. GC Intermodal Intermediate Holding Company VI, Ltd. GC Intermodal Holding Company VI, Ltd. Marshall Islands 1. GC Intermodal VI, Ltd. Seaspan Holdco III Marshall Islands 1. GC Intermodal Holding Company IX, Ltd. Greater China Intermodal Investments LLC Marshall Islands 1. GC Intermodal Intermediate Holding Company IX, Ltd. GC Intermodal Holding Company IX, Ltd. Marshall Islands 1. GC Intermodal IX, Ltd. Seaspan Holdco III Marshall Islands 1. GC Intermodal Holding Company X, Ltd. Greater China Intermodal Investments LLC Marshall Islands 1. GC Intermodal Intermediate Holding Company X, Ltd. GC Intermodal Holding Company X, Ltd. Marshall Islands 1. GC Intermodal X, Ltd. Seaspan Holdco III Marshall Islands 1. GC Intermodal Holding Company XI, Ltd. Greater China Intermodal Investments LLC Marshall Islands 1. GC Intermodal Intermediate Holding Company XI, Ltd. GC Intermodal Holding Company XI, Ltd. Marshall Islands 1. GC Intermodal XI, Ltd. Seaspan Holdco III Marshall Islands 1. GC Intermodal Holding Company XII, Ltd. Greater China Intermodal Investments LLC Marshall Islands 1. GC Intermodal Intermediate Holding Company XII, Ltd. GC Intermodal Holding Company XII, Ltd. Marshall Islands 1. GC Intermodal XII, Ltd. GC Intermodal Intermediate Holding Company XII, Ltd. Marshall Islands 1. GC Intermodal Holding Company XIV, Ltd. Greater China Intermodal Investments LLC Marshall Islands 1. GC Intermodal Intermediate Holding Company XIV, Ltd. GC Intermodal Holding Company XIV, Ltd. Marshall Islands 1. GC Intermodal XIV, Ltd. GC Intermodal Intermediate Holding Company XIV, Ltd. Marshall Islands 1. GC Intermodal Holding Company XV, Ltd. Greater China Intermodal Investments LLC Marshall Islands 1. GC Intermodal Intermediate Holding Company XV, Ltd. GC Intermodal Holding Company XV, Ltd. Marshall Islands 1. GC Intermodal XV, Ltd. Seaspan Holdco III Marshall Islands 1. GC Intermodal Holding Company XVI, Ltd. Greater China Intermodal Investments LLC Marshall Islands 1. GC Intermodal Intermediate Holding Company XVI, Ltd. GC Intermodal Holding Company XVI, Ltd. Marshall Islands EXHIBIT 8.1 1. GC Intermodal XVI, Ltd. Seaspan Holdco III Marshall Islands 1. GC Intermodal Holding Company XVII, Ltd. Greater China Intermodal Investments LLC Marshall Islands 1. GC Intermodal Intermediate Holding Company XVII, Ltd. GC Intermodal Holding Company XVII, Ltd. Marshall Islands 1. GC Intermodal XVII, Ltd. Seaspan Holdco III Marshall Islands 1. GC Intermodal Holding Company XIX, Ltd. Greater China Intermodal Investments LLC Marshall Islands 1. GC Intermodal Intermediate Holding Company XIX, Ltd. GC Intermodal Holding Company XIX, Ltd. Marshall Islands 1. GC Intermodal XIX, Ltd. Seaspan Holdco III Marshall Islands 1. GC Intermodal Holding Company XX, Ltd. Greater China Intermodal Investments LLC Marshall Islands 1. GC Intermodal Intermediate Holding Company XX, Ltd. GC Intermodal Holding Company XX, Ltd. Marshall Islands 1. GC Intermodal XX, Ltd. Seaspan Holdco III Marshall Islands 1. GC Intermodal Holding Company XXI, Ltd. Greater China Intermodal Investments LLC Marshall Islands 1. GC Intermodal Intermediate Holding Company XXI, Ltd. GC Intermodal Holding Company XXI, Ltd. Marshall Islands 1. GC Intermodal XXI, Ltd. Seaspan Holdco III Marshall Islands 1. GC Intermodal Holding Company XXIV, Ltd. Greater China Intermodal Investments LLC Marshall Islands 1. GC Intermodal Intermediate Holding Company XXIV, Ltd. GC Intermodal Holding Company XXIV, Ltd. Marshall Islands 1. GC Intermodal XXIV, Ltd. Seaspan Holdco III Marshall Islands 1. GC Intermodal Operating Company Greater China Intermodal Investments LLC Marshall Islands 1. GC Intermodal Operating (HK) Limited GC Intermodal Operating Company Hong Kong 1. Apple Bidco Limited Atlas Corp. England 1. APR Energy (Singapore) Private Ltd. APR Energy Holdings Limited Singapore 1. APR Energy B.V. APR Energy Holdings Limited Amsterdam 1. APR Energy Bangladesh Limited APR Energy Holdings Limited (99%) APR International, LLC (1%) Bangladesh (Dhaka) 1. APR Energy do Brasil Ltda. APR Energy B.V. Limited Sao Paulo 1. APR Energy FZE APR International, LLC (Dubai) Jafza FZE 1. APR Energy Guatemala S.A. APR Energy, LLC (50%) APR International, LLC (50%) Guatemala City 1. APR Energy Holdings Limited APR Energy Limited UK 1. APR Energy Holdings Ltd- Libya Branch APR Energy Holdings Limited Tripoli 1. APR Energy, LLC APR International, LLC Florida 1. APR Energy, LLC - Botswana Branch APR Energy, LLC Gabarone 1. APR Holdco Two DMCC APR International, LLC DMCC 1. APR International, LLC APR Energy Holdings Limited Florida 1. APR Project One DMCC APR Energy Holdings Limited DMCC 1. Falconbridge Services, LLC APR International, LLC Florida EXHIBIT 8.1 1. Power Rental Asset Co LLC APR Energy Holdings Limited Florida 1. Power Rental Asset Co Two LLC Power Rental Asset Co, LLC Delaware 1. Power Rental Op Co LLC APR Energy Holdings Limited Florida 1. Power Rental Op Co LLC - USVI Branch Power Rental Op Co, LLC Virgin Islands (US) 1. Power Rental Op Co Puerto Rico, LLC APR Energy Holdings Limited Puerto Rico 1. PT APR Indonesia APR Energy, LLC (.95%) APR International, LLC (95.05%) Jakarta EXHIBIT 11.1 INSIDER TRADING POLICY Summary Statement No employee, officer or director of Atlas Corp. (“Atlas”) or any of its affiliates, whether or not a citizen of the United States (the “Covered Persons”), may, directly or indirectly, purchase or sell any security while aware of material non-public information (known as “Inside Information”) regarding such security, whether or not such information was obtained in the course of employment. Atlas may also determine that other persons should be subject to this Trading Policy, such as contractors or consultants who have access to Inside Information, and such designated persons will also be Covered Persons under this Trading Policy. This prohibition extends to communicating such Inside Information to others with respect to trading in securities based on such information (known as “tipping”), and covers securities of Atlas and of other issuers. Practice For purposes of this Trading Policy, “material” information means information relating to an issuer of securities, its business operations or its securities, the public dissemination of which would be likely to affect the market price of any of its securities, or which would likely be considered important by a reasonable investor in determining whether to buy, sell or hold such securities. The source of the material information is irrelevant. “Non-public information” means information that has not been widely disseminated to the public (e.g., through the television, radio or print media of wide circulation, the Dow Jones broad tape or through widely circulated disclosure documents such as prospectuses or proxy statements filed with the Securities and Exchange Commission (“SEC”) or (if the issuer is other than Atlas and listed outside the United States) the equivalent securities regulator in the issuer’s home jurisdiction. Information that is available only to a select group of analysts, brokers or institutional investors and undisclosed facts or rumors, even if widely circulated, constitute “non-public” information. This Trading Policy extends to all members of the household of the Covered Persons irrespective of whether such individuals are citizens of the United States. The purchase or sale of securities while aware of material non-public information, or the disclosure of material non-public information to others who then trade in the securities of Atlas or other issuers with securities traded in the United States, is prohibited by the U.S. federal and state securities laws and, in the case of companies with securities listed in countries other than the United States, the securities laws of such other countries. Insider trading violations are investigated by the SEC and the Financial Industries Regulatory Authority, and violations are pursued vigorously by the SEC and the U.S. Department of Justice and punished severely. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip Inside Information to others who trade, the U.S. federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel. Atlas’ Board of Directors (the “Board”) has adopted this Trading Policy both to satisfy Atlas’ obligation to comply with U.S. federal and state securities laws and the securities laws of other countries and to help Atlas personnel avoid the severe consequences associated with their violations. The Trading Policy also is intended to prevent even the appearance of improper conduct on the part of anyone employed by or associated with Atlas. We have all worked hard over the years to establish a reputation for integrity and ethical conduct, and we cannot afford to have that reputation damaged. As a condition of employment with, or in connection with appointment to the Board, every Covered Person is required to read, understand and agree to be bound by this Trading Policy throughout the term of their employment with, or in connection with appointment to the Board. Every employee will also be required to sign the Acknowledgement of Compliance attached hereto as a condition of employment. Atlas will require annual certifications from all Covered Persons that they have re-read, understand and have complied with this Trading Policy. This Trading Policy applies to you and all members of your household irrespective of whether you and/or such individuals are citizens of the United States. Failure to comply with this Trading Policy can have serious consequences for the individuals who fail to comply and for Atlas. Post-Termination Transactions. This Trading Policy continues to apply to your transactions in any securities even after termination of employment. If you are aware of material non-public information when your employment terminates, you may not trade in those securities until that information has become public or is no longer material. Company Assistance. Any person who has a question about this Trading Policy or its application to any proposed transaction may obtain additional guidance from the Legal Department, who may be contacted by telephone at +604-638-2575 or by email at legal@atlascorporation.com. Individual Responsibility. Ultimately, the responsibility for adhering to this Trading Policy and avoiding unlawful transactions rests with the individual Covered Persons. Any action on the part of Atlas, the Legal Department or any other employee or director pursuant to this Trading Policy or otherwise does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws. You May Not Trade on Material, Non-Public Information • If you are aware of any material information relating to Atlas or any company, whether or not it is a public company, that has not been made available to the public through such media as The Wall Street Journal, The Financial Times, Reuters, Dow Jones, the Associated Press or other similar news services for at least one business day, you must not trade directly or indirectly in the debt or equity securities (or options, warrants or similar instruments related to such securities) of any such company, and you must not disclose such information to another person who may trade in such securities. • If you are aware of any material, non-public information, trading by your spouse, minor child or other family members living in your household, anyone else who lives in your household, and any family members who do not live in your household but whose transactions in a company’s securities are directed by you or are subject to your influence or control (such as parents or children who consult with you before they trade in a company’s securities) is likewise prohibited and can give rise to legal and Atlas-imposed sanctions. • This Trading Policy also applies to any entities that you influence or control, including any corporations, partnerships or trusts, and transactions by these entities should be treated for the purposes of this Trading Policy and applicable securities laws as if they were for your own account. You May Not Disclose Material, Non-Public Information to Anyone Outside Atlas • Covered Persons should not discuss material, non-public information with anyone outside Atlas. Inquiries from third parties, such as industry analysts or members of the media, about Atlas should be directed to the Legal Department. • You must take precautions to safeguard material, non-public information. Accordingly, you should conduct business and other activities so as not to risk inadvertent disclosure of material information. Material, non-public information should not be discussed with other Covered Persons not working on such matters or with friends or relatives, including those living in the same household as an Atlas Covered Person. • You should assume that information is material if a reasonable investor would consider the information to be important in deciding whether to buy, sell, or hold securities of the relevant company or if disclosure of such information would be likely to result in a change in the price of the traded securities. • You should consider all information, from whatever source, to be non-public until it has been made available to investors through such media as The Wall Street Journal, The Financial Times, Reuters, Dow Jones, the Associated Press or other similar news services for at least one business day. You May Not Trade in the Securities of Atlas near Earnings Announcements • If you are employed in a position as set out in Schedule 1 where you routinely become aware of material non-public information, you and your family members may not trade in any debt or equity security of Atlas during the period beginning on the last day of any fiscal quarter of Atlas and ending after the first full business day after the public release of earnings for such quarter. When in Doubt, You Should Consult Atlas’ Legal Department • Whenever any Atlas personnel are confronted with a situation where they have any questions as to what the result should be under these policies and procedures, they should consult the Legal Department before executing any trades. Statement of Trading Policies and Procedures This Statement consists of six sections: Section I provides an overview; Section II sets forth Atlas’ policies prohibiting insider trading; Section III explains insider trading; Section IV consists of additional prohibited transactions; Section V consists of certain procedures that have been put in place by Atlas to prevent insider trading; Section VI discusses certain permitted transactions in securities of Atlas or any of its subsidiaries that are not subject to this Trading Policy; and Section VII explains how and when Rule 10b5-1 trading plans may be used by Covered Persons. SUMMARY Preventing insider trading is necessary to comply with the U.S. federal and state securities laws and the securities laws of other countries and to preserve the reputation and integrity of Atlas. “Insider trading” occurs when any person purchases or sells a security while aware of Inside Information relating to the security. As explained in Section III below, “Inside Information” is information that is considered to be both “material” and “non-public.” Under U.S. federal securities laws, insider trading is a crime and the penalties for violating the law include imprisonment, disgorgement of profits, civil fines of up to three times the profit gained or loss avoided, and criminal fines of up to $5,000,000 for individuals and $25,000,000 for entities. Insider trading is also prohibited by this Statement and could result in serious sanctions by Atlas, including dismissal. Supervisors may also be held liable for the conduct of their subordinates. In addition, insofar as certain senior unsecured notes and bonds of Atlas’ subsidiary Seaspan Corporation (“Seaspan”) are listed for trading on the Global Exchange Market, the exchange regulated market of Euronext Dublin (“GEM”) and the Oslo Stock Exchange, Seaspan is obligated to comply with the EU Market Abuse Regulation (EU/596/2014) (“MAR”). As such, Seaspan is subject to MAR’s requirements relating to information disclosure, maintenance of insider lists and trading by senior managers in respect of such securities. Appendix A hereto sets forth the additional restrictions under MAR. This Statement applies to all Atlas Covered Persons, whether or not a citizen of the United States, and extends to all activities within and outside an individual’s duties at, or with respect to, Atlas. Every Covered Person must review this Statement. Questions regarding the Statement should be directed to Atlas’ Legal Department. STATEMENT OF POLICIES PROHIBITING INSIDER TRADING General. It is the policy of Atlas that no Covered Person who is aware of material non-public information relating to Atlas or to any other company, whether or not it is a public company, may, directly or through family members or other persons or entities, (a) buy or sell securities of Atlas or of any other company, whether or not it is a public company (other than pursuant to a pre-approved trading plan that complies with SEC Rule 10b5-1, as described below in Section VII), or engage in any other action to take personal advantage of that information, (b) pass that information on to others outside Atlas, including family and friends, or (c) recommend the purchase or sale of any securities of Atlas or of any other company, whether or not it is a public company. In addition, it is the policy of Atlas that no Covered Person who learns of material non-public information, whether or not such information was obtained in the course of employment, about a company with which Atlas does business, including a customer or supplier of Atlas, may trade in that company’s securities until the information becomes public or is no longer material. Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are not excepted from the Trading Policy. The U.S. federal securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve Atlas’ reputation for adhering to the highest standards of conduct. Transactions by Family Members. This Trading Policy also applies to your family members who reside with you, anyone else who lives in your household, and any family members who do not live in your household but whose transactions in a company’s securities are directed by you or are subject to your influence or control (such as parents or children who consult with you before they trade in a company’s securities). You are responsible for the transactions of these other persons (whether or not citizens of the United States) and therefore should make them aware of the need to confer with you before they trade in a company’s securities. Disclosure of Information to Others. Atlas is required under the U.S. federal securities laws to avoid the selective disclosure of material non-public information. Atlas has established procedures for releasing material information in a manner that is designed to achieve broad public dissemination of the information immediately upon its release. You may not, therefore, disclose information to anyone outside Atlas, including but not limited to family members, friends, business associates, investors and expert consulting firms other than in accordance with those procedures. You also may not discuss Atlas or its business in an internet “chat room” or similar internet-based forum. EXPLANATION OF INSIDER TRADING As noted above, “insider trading” refers to the purchase or sale of a security while aware of “material” “non- public” information relating to the security. “Securities” includes stocks, bonds, notes, debentures, options, warrants and other convertible securities, as well as derivative instruments. “Purchase” and “sale” are defined broadly under the U.S. federal securities law. “Purchase” includes not only the actual purchase of a security, but any contract to purchase or otherwise acquire a security. “Sale” includes not only the actual sale of a security, but any contract to purchase or otherwise acquire a security. These definitions extend to a broad range of transactions including conventional cash-for-stock transactions, conversions, the grant and exercise of stock options and acquisitions and exercises of warrants or puts, calls, swaps or other derivative instruments. It is generally understood that insider trading includes the following: • trading by insiders while aware of material, non-public information; • trading by persons other than insiders while aware of material, non-public information where the information either was given in breach of an insider’s fiduciary duty to keep it confidential or was misappropriated; and • communicating or tipping material, non-public information to anyone, including recommending the purchase or sale of a security while aware of such information. What Facts Are Material? The materiality of a fact depends upon the circumstances. A fact is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell or hold a security, or if the fact is likely to have a significant effect on the market price of the security. Material information can be positive or negative and can relate to virtually any aspect of a company’s business or to any type of security, debt or equity. Examples of material information include (but are not limited to) information about: • Quarterly or annual earnings results; • Projections of future earnings or losses, or other earnings guidance; • Earnings that are inconsistent with the consensus expectations of the investment community; • Pending or proposed merger, acquisition or tender offer; • Pending or proposed acquisition or disposition of a significant asset or group of assets; • A securities offering or other capital-raising transaction; • Change in dividend policy or declaration of a stock split; • Change in management; • Development of a significant new product or process; • Pending or threatened significant litigation, or the resolution of such litigation; • Impending bankruptcy or the existence of severe liquidity problems; • Internal financial information which departs from what the market would expect; and • Gain or loss of a significant customer or supplier. Moreover, material information does not have to be related to a company’s business. For example, the contents of a forthcoming newspaper column that is expected to affect the market price of a security can be material. A good general rule of thumb: when in doubt, do not trade or communicate material non-public information. Twenty-Twenty Hindsight. Remember, anyone scrutinizing your transactions will be doing so after the fact, with the benefit of hindsight. As a practical matter, before engaging in any transaction, you should carefully consider how enforcement authorities and others might view the transaction in hindsight. What Is Non-public Information? Information is “non-public” if it is not available to the general public. In order for information to be considered public, it must be widely disseminated in a manner making it generally available to investors through such media as Dow Jones, Reuters, The Wall Street Journal, The Financial Times, Associated Press, or United Press International, a broadcast on widely available radio or television programs, publication in a widely available newspaper, magazine or news website, a Regulation FD- compliant conference call or public disclosure documents filed with the SEC that are available on the SEC’s website or, in the case of an issuer other than Atlas whose home jurisdiction is a country other than the United States, filed with the relevant securities regulator in such jurisdiction. The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination. When Information Is “Public”? If you are aware of material non-public information, you may not trade until the information has been disclosed broadly to the marketplace (such as by press release through such media as Dow Jones, Reuters, The Wall Street Journal, The Financial Times, Associated Press, or United Press International or a filing with the SEC or other relevant securities regulator) and the investing public has had time to absorb the information fully. To avoid the appearance of impropriety, as a general rule, information should not be considered fully absorbed by the marketplace until after the first full business day after the day such information is released, regardless of the time such information was released. If, for example, a company were to make an announcement on a Monday morning, you should not trade in that company’s securities until Wednesday. If an announcement were made on a Friday night, Tuesday generally would be the first eligible trading day. Who Is an Insider? “Insiders” include officers, directors, and employees of a company and anyone else who has Inside Information about a company. Insiders have independent fiduciary duties to their company and its stockholders not to trade on material, non-public information relating to a company’s securities. All Covered Persons should consider themselves Insiders with respect to material, non- public information about the business activities and securities of Atlas and its subsidiaries. Covered Persons may not trade securities while aware of material, non-public information relating to securities of Atlas or any of its subsidiaries or tip (or communicate except on a need-to-know basis and subject to an obligation of confidentiality) such information to others. Trading by your spouse, minor child or by other family members living in your household while you are aware of material, non-public information is likewise prohibited and can give rise to legal and Atlas-imposed sanctions. Trading by Persons Other than Insiders. Insiders may be liable for communicating or tipping material, non-public information to a third party (“tippee”), and insider trading violations are not limited to trading or tipping by Insiders. Persons other than Insiders also can be liable for insider trading, including tippees who trade on material, non-public information tipped to them or individuals who trade on material, non-public information which has been misappropriated. Tippees inherit an Insider’s duties and are liable for trading on material, non-public information illegally tipped to them by an Insider. Similarly, just as Insiders are liable for the insider trading of their tippees, so are tippees who pass the information along to others who trade. In other words, a tippee’s liability for insider trading is no different from that of an Insider. Tippees can obtain material, non-public information by receiving overt tips from others or through, among other things, conversations at social, business or other gatherings. Penalties for Engaging in Insider Trading. Penalties for trading on or tipping material, non-public information can extend significantly beyond any profits made or losses avoided, both for individuals engaging in such unlawful conduct and their employers. The SEC and the U.S. Department of Justice have made the civil and criminal prosecution of insider trading violations under the U.S. federal securities laws a top priority. Enforcement remedies available to the government or private plaintiffs under the U.S. federal securities laws include: • SEC administrative sanctions; • Securities industry self-regulatory organization sanctions; • Civil injunctions (including bans on serving as a director or officer of a U.S. listed company); • Damage awards to private plaintiffs; • Disgorgement of all profits; • Civil fines for the violator of up to three times the amount of profit gained or loss avoided; • Civil fines for the employer or other controlling person of a violator (i.e., where the violator is an employee or other controlled person) of up to the greater of $1,425,000 or three times the amount of profit gained or loss avoided by the violator; • Criminal fines for individual violators of up to $5,000,000 ($25,000,000 for an entity); and • Jail sentences of up to 20 years. In addition, insider trading violations are not limited to violations of the U.S. federal securities laws: other U.S. federal and state civil or criminal laws, such as the laws prohibiting mail and wire fraud and the Racketeer Influenced and Corrupt Organizations Act, also may be violated upon the occurrence of insider trading. In addition, the laws of other countries may penalize insider trading. Atlas-Imposed Sanctions. A Covered Person’s failure to comply with this Trading Policy may subject the Covered Person to Atlas- imposed sanctions, including dismissal, or removal, as the case may be, for cause, whether or not the Covered Person’s failure to comply results in a violation of law. Needless to say, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish one’s reputation and irreparably damage a career. Examples of Insider Trading. Examples of insider trading cases include actions brought against: corporate officers, directors, and employees who traded a company’s securities after learning of significant confidential corporate developments; friends, business associates, family members, and other tippees of such officers, directors, and employees who traded the securities after receiving such information; government employees who learned of such information in the course of their employment; and other persons who misappropriated, and took advantage of, confidential information from their employers. The following are illustrations of insider trading violations. These illustrations are hypotheticals and, consequently, not intended to reflect on the actual activities or business of Atlas or any other entity. • Trading by Insider. A director of X Corporation learns that earnings to be reported by X Corporation will increase dramatically. Prior to the public announcement of such earnings, the director purchases X Corporation’s stock or call options to purchase such stock. The director, an insider, is liable for all profits as well as penalties of up to three times the amount of all profits. The director also is subject to, among other things, criminal prosecution, including up to $5,000,000 in additional fines and 20 years in jail. • Trading by Tippee. A director of X Corporation tells a friend that X Corporation is about to publicly announce that it has concluded an agreement for a major acquisition. This tip causes the friend to purchase X Corporation’s stock in advance of the announcement. The director is jointly liable with his friend for all of the friend’s profits and each is liable for all penalties of up to three times the amount of the friend’s profits. In addition, the director and his friend are subject to, among other things, criminal prosecution, as described above. • Misappropriation. An employee of an investment advisor learns of a prospective recommendation of a particular stock by his employer and purchases that stock in advance of the recommendation. The employee has used his position to deceive those who entrusted him with confidential information. This undisclosed misappropriation of such confidential information is viewed as fraud akin to embezzlement. The employee is liable for all profits and penalties, and is subject to criminal prosecution. Prohibition of Records Falsifications and False Statements. U.S. federal law also requires public companies to maintain proper internal books and records and to devise and maintain an adequate system of internal accounting controls. The SEC has supplemented the statutory requirements by adopting rules that prohibit (1) any person from falsifying records or accounts subject to the above requirements and (2) officers or directors from making any materially false, misleading, or incomplete statement to any accountant in connection with any audit or filing with the SEC. These provisions reflect the SEC’s intent to discourage officers, directors and other persons with access to a public company’s books and records from taking action that might result in the communication of materially misleading financial information to the investing public. ADDITIONAL PROHIBITED TRANSACTIONS Atlas considers it improper and inappropriate for any of its directors, officers or other employee to engage in short-term or speculative transactions in securities of Atlas or any of its subsidiaries. Therefore, it is Atlas’ policy that directors, officers and other employees may not engage in any of the following transactions, except as described below: Short Sales. Short sales are sales of securities that the seller does not own at the time of the sale or, if owned, that will not be delivered within 20 days of the sale. One usually sells short when one thinks the market is going to decline substantially or the stock will otherwise drop in value. If the stock falls in price as expected, the person selling short can then buy the stock at a lower price for delivery at the earlier sale price (this is called “covering the short”) and pocket the difference in price as profit. In addition to the fact that it is illegal for directors and officers to sell their company’s securities short, Atlas believes that it is inappropriate for Insiders to bet against the securities of Atlas in this way. Short sales arising from certain types of hedging transactions are governed by the section below captioned “Hedging Transactions.” Publicly Traded Options. A transaction in options is, in effect, a bet on the short-term movement of Atlas’ stock and therefore creates the appearance that the Covered Person is trading based on Inside Information. Transactions in options also may focus the Covered Person’s attention on short-term performance at the expense of Atlas’ long-term objectives. Accordingly, transactions in puts, calls or other derivative securities, on an exchange or in any other organized market, are prohibited by this Trading Policy. Option positions arising from certain types of hedging transactions are governed by the section below captioned “Hedging Transactions.” Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars, prepaid variable forward sale contracts, equity swaps and exchange funds, allow a Covered Person to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the Covered Person to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the Covered Person may no longer have the same objectives as Atlas’ other shareholders. Therefore, Atlas prohibits you from engaging in such transactions unless approved in advance by the Legal Department. Any request for pre- clearance of a hedging or similar arrangement must be submitted to the Legal Department at least two weeks prior to the proposed execution of documents evidencing the proposed transaction and must set forth a justification for the proposed transaction. Margin Accounts and Pledges. Securities held in a margin account may be sold by a broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material non- public information or otherwise is not permitted to trade in securities of Atlas or any of its subsidiaries, Covered Persons are prohibited from holding securities of Atlas or any of its subsidiaries in a margin account or pledging any such securities as collateral for a loan. An exception to this prohibition may be granted where a person wishes to pledge securities of Atlas or any of its subsidiaries as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Any person who wishes to pledge securities of Atlas or any of its subsidiaries as collateral for a loan must submit a request for approval to the Legal Department at least two weeks prior to the proposed execution of documents evidencing the proposed pledge. Standing and Limit Orders. Standing and limit orders (except standing and limit orders under approved Rule 10b5-1 Plans, as described below) create heightened risks for insider trading violations similar to the use of margin accounts. There is no control over the timing of purchases or sales that result from standing instructions to a broker, and as a result the broker could execute a transaction when a Covered Person is aware of material, non-public information. Atlas therefore discourages placing standing or limit orders on securities of Atlas or any of its subsidiaries. If a Covered Person determines that they must use a standing order or limit order, the order should be limited to short duration. STATEMENT OF PROCEDURES PREVENTING INSIDER TRADING Pre-Clearance of All Trades by All Officers, Directors and Key Employees To aid in preventing inadvertent violations of applicable securities laws and to avoid the appearance of impropriety in connection with the purchase and sale of the securities of Atlas or any of its subsidiaries, all transactions in any such securities (including a stock plan transaction such as an option exercise, gift, loan or pledge or hedge, contribution to a trust, or any other transfer), or the securities of customers or vendors of Atlas, by all Covered Persons in positions described in Schedule 1 (as amended from time to time) (“Schedule 1 persons”) must be pre-cleared by Atlas’ Legal Department. Pre-clearance does not relieve anyone of his or her responsibility under SEC rules. These pre-clearance procedures also apply to your family members. A request for pre-clearance may be oral or in writing (including by e-mail), should be made at least two business days in advance of the proposed transaction and should include the identity of the Pre-Clearance Person, the type of proposed transaction (for example, an open market purchase or a privately negotiated sale, etc.), the proposed date of the transaction and the number of shares or other securities to be involved. In addition, the Pre-Clearance Person must execute a certification (in the form approved by the General Counsel) that he or she is not aware of material, non-public information about Atlas or the company whose securities are the subject of the request for pre- clearance (as applicable). The General Counsel shall have sole discretion to decide whether to clear any contemplated transaction. All trades that are pre-cleared must be effected within five business days of receipt of the pre-clearance unless a specific exception has been granted by the General Counsel. A pre-cleared trade (or any portion of a pre-cleared trade) that has not been effected during the five business day period must be pre-cleared again prior to execution. Notwithstanding receipt of pre-clearance, if the Pre-Clearance Person becomes aware of material, non-public information or becomes subject to a blackout period before the transaction is effected, the transaction may not be completed. None of Atlas, the General Counsel or Atlas’ other employees will have any liability for any delay in reviewing, or refusal of, a request for pre-clearance submitted pursuant to this Section. Notwithstanding any pre-clearance of a transaction pursuant to this Section, none of Atlas, the General Counsel or Atlas other employees assumes any liability for the legality or consequences of such transaction to the person engaging in such transaction. Post-Trading Reporting All Covered Persons are required to report to the Legal Department any transaction in Atlas’ securities undertaken by them or members of their immediate families and personal household not later than the end of the business day on which the transaction occurs. Each report made to the General Counsel should include the date of the transaction, quantity, price and broker-dealer through which the transaction was effected. This reporting requirement may be satisfied by sending (or having your broker send) duplicate confirmations of trades to the General Counsel so long as the General Counsel receives that information by the required date. Blackout Periods Quarterly Blackout Periods. Atlas’ announcement of its quarterly financial results almost always has the potential to have a material effect on the market for securities of Atlas or any of its subsidiaries. To avoid even the appearance of trading while aware of material non- public information, persons who are or may be expected to be aware of Atlas’ quarterly financial results generally should not trade in securities of Atlas or any of its subsidiaries during the period beginning on the last day of any fiscal quarter of Atlas and ending after the first full business day after the public release of earnings for such quarter. All Covered Persons in positions described in Schedule 1 (as amended from time to time) are subject to these quarterly blackout periods (“Schedule 1 persons”). Atlas may on occasion issue interim earnings guidance or other potentially material information by means of a press release, SEC filing on Form 6-K or other means designed to achieve widespread dissemination of the information. All Schedule 1 persons and other Covered Persons who are or may be expected to be aware of such disclosures should not trade in securities of Atlas or any of its subsidiaries while Atlas is in the process of assembling the information to be released and until after the first full business day after the public release of the information. Event-specific Blackout Periods. From time to time, an event may occur that is material to Atlas and is known by only a few Covered Persons. So long as the event remains material and non-public, Covered Persons designated by Atlas’ Legal Department and notified of such designation may not trade in securities of Atlas or any of its subsidiaries. The existence of an event-specific blackout will not be announced, other than to those who are aware of the event giving rise to the blackout. Any person made aware of the existence of an event-specific blackout should not disclose the existence of the blackout to any other person. Failure to designate a person as being subject to an event-specific blackout will not relieve that person of the obligation not to trade while aware of material non-public information. Post-Termination Transactions If you are aware of material non-public information when you terminate service as a Covered Person, you may not trade in securities of Atlas or any of its subsidiaries (or any other company’s securities, whether or not that company is a public company) until that information has become public or is no longer material. In all other respects, the procedures set forth in this Trading Policy will cease to apply to your transactions in securities of Atlas or any of its subsidiaries upon the expiration of any “blackout period” that is applicable to your transactions at the time of your termination of service. PERMITTED TRANSACTIONS UNDER COMPANY PLANS Stock Option Exercises. This Trading Policy does not apply to the exercise of an employee stock option, or to the exercise of a tax withholding right pursuant to which you elect to have Atlas withhold shares subject to an option to satisfy tax withholding requirements. This Trading Policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option. This Trading Policy does not apply to the vesting of restricted stock or restricted stock units, or the exercise of a tax withholding right pursuant to which you elect to have Atlas withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock or restricted stock units. This Trading Policy does apply, however, to any market sale of shares acquired upon vesting of restricted stock or restricted stock units. Dividend Reinvestment Plan. This Trading Policy does not apply to purchases of Atlas’ stock under Atlas’ dividend reinvestment plan, if any, resulting from your reinvestment of dividends paid on Atlas’ securities. This Trading Policy does apply, however, to voluntary purchases of Atlas’ shares resulting from additional contributions you choose to make to the plan, and to your election to participate in the plan or increase your level of participation in the plan. This Trading Policy also applies to your sale of any Atlas’ stock purchased pursuant to the plan. RULE 10b5-1 TRADING PLANS A Rule 10b5-1 plan is intended to protect Covered Persons from insider trading liability under SEC Rule 10b5-1 for transactions under a previously established contract, plan or instruction to trade in Atlas’ stock (a “Trading Plan”) entered into in good faith and in accordance with the terms of Rule 10b5-1 and all applicable state laws and will generally be exempt from the trading restrictions set forth in this Trading Policy, so long as the provisions of this Section VII are satisfied. The initiation of, and any modification to, any such Trading Plan will be deemed to be a transaction in Atlas’ securities, and such initiation or modification is subject to all limitations and prohibitions relating to transactions in securities of Atlas or any of its subsidiaries. Each such Trading Plan, and any modification thereof, must be submitted to and pre-approved by the Legal Department, who may impose such conditions on the implementation and operation of the Trading Plan as the Legal Department deems necessary or advisable. However, compliance of the Trading Plan to the terms of Rule 10b5-1 and the execution of transactions pursuant to the Trading Plan are the sole responsibility of the person initiating the Trading Plan, not Atlas or any member of the Legal Department. Under U.S. federal securities laws, Rule 10b5-1 presents an opportunity for Covered Persons to establish arrangements to sell (or purchase) securities of Atlas or any of its subsidiaries without the restrictions of trading windows and blackout periods, even when there is undisclosed material information. A Trading Plan may also help reduce negative publicity that may result when key executives sell securities of Atlas or any of its subsidiaries. Rule 10b5-1 only provides an “affirmative defense” in the event there is an insider trading lawsuit. It does not prevent someone from bringing a lawsuit. A Covered Person may enter into a Trading Plan only when he or she is not in possession of material, non- public information, and only during a trading window period outside of the quarterly blackout period (with respect to Schedule 1 persons) or an event-specific blackout period. Atlas reserves the right from time to time to suspend, discontinue or otherwise prohibit any transaction in securities of Atlas or any of its subsidiaries, even pursuant to a previously approved Trading Plan, if the Legal Department or the Board, in its sole discretion, determines that such suspension, discontinuation or other prohibition is in Atlas’ best interests. Any Trading Plan submitted for approval hereunder should explicitly acknowledge Atlas’ right to prohibit transactions in securities of Atlas or any of its subsidiaries. Failure to discontinue purchases and sales as directed shall constitute a violation of the terms of this Section and result in a loss of the exemption set forth herein. Covered Persons may adopt Trading Plans with brokers that outline a pre-set plan for trading of securities of Atlas or any of its subsidiaries, including the exercise of options. Trades pursuant to a Trading Plan generally may occur at any time. However, Atlas requires a cooling-off period of 30 days between the establishment of a Trading Plan and commencement of any transactions under such plan. Revocation of Trading Plans should occur only in unusual circumstances. Effectiveness of any revocation or amendment of a Trading Plan will be subject to the prior review and approval of the Authorizing Officer. Under certain circumstances, a Trading Plan must be revoked. This may include circumstances such as the announcement of a merger or the occurrence of an event that would cause a transaction under the Trading Plan either to violate the law or to have an adverse effect on Atlas. The Legal Department or administrator of the Atlas’ stock plans is authorized to notify the broker in such circumstances, thereby insulating the Covered Person in the event of revocation. During an open trading window, trades differing from Trading Plan instructions that are already in place are allowed as long as the Trading Plan continues to be followed. The transactions prohibited under this Trading Policy, including among others short sales and hedging transactions, may not be carried out through a Trading Plan or other arrangement or trading instruction involving potential sales or purchases of securities of Atlas or any of its subsidiaries. None of Atlas, any member of the Legal Department or Atlas’ other employees will have any liability for any delay in reviewing, or refusal of, a Trading Plan submitted pursuant to this Section. Notwithstanding any review of a Trading Plan pursuant to this Section, none of Atlas, any member of the Legal Department or Atlas’ other employees assumes any liability for the legality or consequences relating to such Trading Plan to the person adopting such Trading Plan. Adopted by the Board of Directors on August 6, 2021. Acknowledgement of Compliance Your Personal Commitment to Atlas’ Trading Policy I acknowledge that I have received and read Atlas’ Trading Policy, and understand my obligations thereunder and hereby undertake, as a condition to my present and continued employment at, appointment to the Board, or other affiliation with Atlas Corp., to comply with the principles, policies and laws outlined in the Trading Policy. I hereby certify, to the best of my knowledge, that I have complied fully with all policies and procedures set forth in the Atlas Trading Policy, since the first day of employment, appointment to the Board, or other affiliation with Atlas. I hereby certify, to the best of my knowledge, that I will continue to comply with the Trading Policy for as long as I am subject to the policy. I understand that my agreement to comply with the Trading Policy does not constitute a contract of employment. Please sign here: Please print your name: Date: Schedule 1 • All members of the Board • All Executive Officers • Any other officer position reporting to the Chief Executive Officer • All Vice President level positions or above • Any Director or Associate Director reporting directly to a Seaspan ELT member • Any Board-appointed officer of Atlas • All members of the Disclosure Committee • All employees within Atlas’ Investor Relations Department • Designated members of the Financial Reporting, Financial Planning & Analysis and Special Project groups who are directly involved in preparing Atlas' financial statements or forecasting • Any other employee that the Legal Department may designate for purposes of this Trading Policy and notified of such designation Appendix A EU Market Abuse Regulation Insofar as certain senior unsecured notes and bonds of Seaspan are listed for trading on the GEM and the Oslo Stock Exchange, Seaspan is obligated to comply with the EU Market Abuse Regulation (“MAR”). As such, Seaspan is subject to MAR’s requirements relating to information disclosure, maintenance of insider lists and trading by senior managers. References in this Appendix A to “Seaspan” or “the Company” mean Seaspan Corporation. Insider lists Seaspan is required to maintain lists of employees who are in possession of material non-public information (“Insiders”). In the normal course of employment with Seaspan, your name will be added to an insider list and Seaspan will ask you to acknowledge your obligations, in writing, in respect of material non-public information as set out in this Trading Policy. For the purpose of MAR, an “Insider list” is a record of all persons working for an issuer under a contract of employment or otherwise performing tasks through which they have access to material non-public information. In addition, whenever material non-public information is proposed to be communicated to persons outside of Seaspan (other than the Board and executive officers of Atlas), as in the case of wall-crossings of investors in advance of a securities offering, persons who are subject to MAR must notify the Company to ensure appropriate procedures are followed, which may include obtaining a confidentiality undertaking from such outside person or firm and adding them to Seaspan’ Insider list. Disclosure of Material Non-Public Information In accordance with the requirements of MAR, Seaspan has an obligation to make public disclosure of material non-public information as soon as possible, unless there is a legitimate reason to delay disclosure of such information until an appropriate time. Persons Discharging Managerial Responsibilities (PDMRs) In addition to the restrictions set out in the Trading Policy, persons discharging managerial responsibilities (“PDMRs”), must also comply with restrictions under MAR (set out below). The following are considered PDMRs: • Directors and executive officers of Atlas • Directors and executive officers of Seaspan These restrictions also apply to persons closely associated with PDMRs, being a spouse or partner, dependent child or relative who shares the same household or any company, trust or partnership managed or controlled by a PDMR or any of the foregoing persons. PDMRs must provide the Company with a list of persons closely associated with him or her and notify the Company of any changes that need to be made to that list. Dealings by PMDRs MAR generally prohibits PDMRs from dealing when in possession of inside information or when in a “closed period” (being, under MAR, the thirty calendar days before an announcement of interim or annual results). Importantly, trading in securities of Seaspan under Trading Plans will be subject to these restrictions. Notification of transactions MAR requires PDMRs as well as persons closely associated with them to disclose to the issuer and the national regulator certain notifiable transactions in the issuer’s financial instruments (i.e., shares or debt instruments of the issuer or derivatives or other financial instruments linked thereto). The issuer must ensure that any such notification is also disclosed to the market. The threshold for notification of transactions in an issuer’s financial instruments is very low: €5,000 per calendar year. Notification is required to be made within three business days after the transaction. The Company will provide you with the appropriate notification forms and can assist you with completing and submitting them to the relevant regulator. Once completed, you should submit a copy of the notification to the Company, as indicated in the forms. EXHIBIT 12.1 CERTIFICATION I, Bing Chen, Chief Executive Officer and Interim Chief Financial Officer of Atlas Corp., certify that: 1. I have reviewed this annual report on Form 20-F of Atlas Corp; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. EXHIBIT 12.1 Dated: March 14, 2025 By: /s/ Bing Chen Bing Chen Chief Executive Officer and Interim Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Atlas Corp. (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Form-20-F”), I, Bing Chen, Chief Executive Officer and Interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that: (1) The Form 20-F fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 14, 2025 By: /s/ Bing Chen Bing Chen Chief Executive Officer and Interim Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)