0001193125-12-516334 Sample Contracts

AMENDMENT NO. 2 TO AMENDED AND RESTATED SHAREHOLDERS RIGHTS AGREEMENT
Shareholder Agreements • December 27th, 2012 • Seaspan CORP • Deep sea foreign transportation of freight • New York

This Amendment No. 2, dated December 27, 2012 (this “Amendment No. 2”), to the Amended and Restated Shareholders Rights Agreement, dated April 19, 2011, as amended by Amendment No. 1 dated January 27, 2012 (collectively, the “Rights Agreement”), is entered into by and between Seaspan Corporation, a Marshall Islands corporation (the “Corporation”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”). Capitalized terms used in this Amendment No. 2 that are not otherwise herein defined shall have the same meaning as set forth in the Rights Agreement.

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