SHAREHOLDERS RIGHTS AGREEMENTShareholders Rights Agreement • July 21st, 2005 • Seaspan CORP • New York
SEASPAN CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • July 21st, 2005 • Seaspan CORP • New York
MANAGEMENT AGREEMENT Dated as of , 2005 Among SEASPAN CORPORATION SEASPAN MANAGEMENT SERVICES LIMITED SEASPAN ADVISORY SERVICES LIMITED SEASPAN SHIP MANAGEMENT LTD. and SEASPAN CREW MANAGEMENT LTD.Management Agreement • July 21st, 2005 • Seaspan CORP • British Columbia
NOW, THEREFORE, in consideration of the mutual covenants and premises of the Parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each Party), the Parties agree as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 21st, 2005 • Seaspan CORP
NOW, THEREFORE in consideration of the terms and conditions set forth below, and the payment of ten dollars by the Company to the Executive, the parties hereto agree as follows:
REGISTRATION RIGHTS AGREEMENT dated as of , 2005 among SEASPAN CORPORATION, DENNIS WASHINGTON, THE KEVIN LEE WASHINGTON TRUST II, GERRY WANG, TIGER CONTAINER SHIPPING COMPANY LIMITED SEASPAN EAGLE SHIPPING COMPANY LIMITED, SEASPAN BIRDIE SHIPPING...Registration Rights Agreement • July 21st, 2005 • Seaspan CORP • New York
REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of , 2005, by and between Seaspan Corporation, a Marshall Islands Corporation (the “Company”), Dennis Washington (“DW”), The Kevin Lee Washington Trust II (“KWT”), Gerry Wang (“GW”), Tiger Container Shipping Company Limited (“Tiger”) (DW, KWT, GW, and Tiger collectively referred to as the “Subordinated Share Holders”), Seaspan Eagle Shipping Company Limited (“Eagle”), Seaspan Birdie Shipping Company Limited (“Birdie”), Hemlock Shipping Company Limited (“Hemlock”) and Spruce Shipping Company Limited (“Spruce”), (Eagle, Birdie, Hemlock, and Spruce collectively referred to as the “VesselCos”).
Seaspan Corporation 28,570,000 Shares Plus an option to purchase from the Company up to 4,285,500 additional Shares to cover over-allotments Common Shares ($.01 par value) Underwriting AgreementUnderwriting Agreement • July 21st, 2005 • Seaspan CORP • New York
Seaspan Corporation, a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 28,570,000 Common Shares, $.01 par value (“Common Shares”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,285,500 additional Common Shares to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the conte
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 21st, 2005 • Seaspan CORP • New York
AGREEMENT, effective as of , 2005 between Seaspan Corporation, a Marshall Islands corporation (the “Company”), and (the “Indemnitee”).
OMNIBUS AGREEMENT Dated as of , 2005 Among SEASPAN CORPORATION SEASPAN MANAGEMENT SERVICES LIMITED SEASPAN SHIP MANAGEMENT LTD. SEASPAN ADVISORY SERVICES LIMITED NORSK PACIFIC STEAMSHIP COMPANY LIMITED and SEASPAN INTERNATIONAL LTD.Omnibus Agreement • July 21st, 2005 • Seaspan CORP • British Columbia
NOW, THEREFORE, in consideration of the mutual covenants and premises of the Parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each Party), the Parties agree as follows:
RELATIONAL ADVISORS LLC 12400 High Bluff Drive · Suite 600 · San Diego, California 92130 · Telephone (858) 704-3300 · Fax (858) 704-3340Financial Advisory Agreement • July 21st, 2005 • Seaspan CORP • California
