0001047469-06-011911 Sample Contracts

STOCKHOLDERS RIGHTS AGREEMENT
Stockholders Rights Agreement • September 19th, 2006 • Danaos Corp • New York

Redemption of Rights: The company can redeem the rights at any time prior to a public announcement that a person has acquired ownership of 15% or more of the company’s common stock.

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Contract
Memorandum of Agreement for Sale and Purchase of Ships • September 19th, 2006 • Danaos Corp • London

Norwegian Shipbroker Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by the Baltic and International Maritime Council (BIMCO) in 1956.

SECONDARY PUT AND CALL AGREEMENT
Secondary Put and Call Agreement • September 19th, 2006 • Danaos Corp
DANAOS CORPORATION - and - DANAOS SHIPPING COMPANY LIMITED AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • September 19th, 2006 • Danaos Corp • England
LOAN AGREEMENT
Loan Agreement • September 19th, 2006 • Danaos Corp

Purpose : Bridge loan to partly finance the payment of the pre-delivery installments to Sungdong Shipbuilding & Marine Engineering Co., Ltd. (the “Builder”) for the construction of Hull Nos. S4001, S4002, S4003, S4004 and S4005 (collectively the “Vessels”), currently being constructed by the Builder. The loan amount will be an amount of up to USD 75 MM (United States Dollar Seventy-Five Million only)

Contract
Memorandum of Agreement for Sale and Purchase of Ships • September 19th, 2006 • Danaos Corp • London

Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.

DANAOS CORPORATION (a Marshall Islands corporation) 10,250,000 Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • September 19th, 2006 • Danaos Corp • New York

Danaos Corporation, a Marshall Islands corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Citigroup Global Markets Inc. (“Citigroup”), and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Citigroup are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the issue and sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $.01 per share, of the Company (“Common Stock”) set forth in Schedule A and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,537,500 additional sha

AGREEMENT
Credit Facility Agreement • September 19th, 2006 • Danaos Corp
Contract
Secured Loan Agreement • September 19th, 2006 • Danaos Corp • England and Wales
SHIP BUILDING CONTRACT between RAMONA MARINE COMPANY LIMITED and
Ship Building Contract • September 19th, 2006 • Danaos Corp • England

THIS CONTRACT, made and entered into on this 18th day of November, 2003, by and between Ramona Marine Company Limited a corporation incorporated and existing under the laws of Cyprus, having its registered office at Diagoras House, 16 P. Catelaris Street, P.O. Box 25001, 1306 Nicosia, Cyprus (hereinafter referred to as the “BUYER”), of the one part and SAMSUNG HEAVY INDUSTRIES CO. LTD., a corporation incorporated and existing under the laws of the Republic of Korea, having its registered office at 647-9, Yoksam-Dong, Kangnam-Ku, Seoul, Korea 135-080 (hereinafter referred to as the “BUILDER”), of the other part.

DANAOS CORPORATION, DR. JOHN COUSTAS, PROTECTOR HOLDINGS INC., SEASONAL MARITIME CORPORATION - and - DANAOS INVESTMENTS LIMITED AS THE TRUSTEE FOR THE 883 TRUST
Restrictive Covenant Agreement • September 19th, 2006 • Danaos Corp • England

NOW, THEREFORE, in consideration of the terms and conditions set forth below, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto agree as follows:

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