0001193125-09-016540 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 2nd, 2009 • Seaspan CORP • Deep sea foreign transportation of freight • New York

This REGISTRATION RIGHTS AGREEMENT, dated January 30, 2009 (this “Agreement”) between Seaspan Corporation, a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), and the investors set forth on the signature pages of this Agreement (individually, an “Investor” and collectively, the “Investors”).

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AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 2nd, 2009 • Seaspan CORP • Deep sea foreign transportation of freight • British Columbia

This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) for Gerry Wang effective as of the 1st day of January, 2009. The capitalized terms used herein shall have the meanings ascribed thereto in the Employment Agreement (as defined below).

AMENDMENT NO. 1 TO SHAREHOLDERS RIGHTS AGREEMENT
Shareholders Rights Agreement • February 2nd, 2009 • Seaspan CORP • Deep sea foreign transportation of freight • New York

This Amendment No. 1, dated as of January 30, 2009 (this “Amendment”), to the Shareholders Rights Agreement, dated as of August 8, 2005 (the “Agreement”), is entered into by and between Seaspan Corporation, a Marshall Islands corporation (the “Corporation”), and American Stock Transfer & Trust Company, as Rights Agent. Capitalized terms used in this Amendment that are not otherwise herein defined shall have the same meaning as set forth in the Agreement.

SEASPAN CORPORATION PREFERRED STOCK PURCHASE AGREEMENT January 22, 2009
Preferred Stock Purchase Agreement • February 2nd, 2009 • Seaspan CORP • Deep sea foreign transportation of freight • New York

This Preferred Stock Purchase Agreement, dated January 22, 2009 (this “Agreement”), is entered into between Seaspan Corporation, a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), the investors named in the schedule of Investors attached as Annex 1.1 (individually, an “Investor” and collectively, the “Investors”), and, for purposes of Section 2.1 and ARTICLE V only, Seaspan Management Services Limited, a corporation organized under the laws of Bermuda (the “Manager”).

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