[XECUTION ERSION E HARE URCHASE GREEMENT S BY AND AMONG EASPAN ORPORATION S EASPAN ANAGEMENT ERVICES IMITED S AND HE WNERS OF EASPAN ANAGEMENT ERVICES IMITED T ANUARY J TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Certain Definitions 1 ARTICLE II] [ESCROW AGREEMENT THIS AGREEMENT AMONG: CANADIAN STOCK TRANSFER COMPANY INC. Escrow Agent - and - SEASPAN CORPORATION Company - and - Security Holder Security Holders The securityholders identified in Schedule “A” of this Agreement (each a “ WHEREAS Purchase Agreement WHEREAS AND WHEREAS NOW THEREFORE ARTICLE ONE INTERPRETATION 1.1 Definitions. The terms listed below and used herein shall have the] [LOCK UP AGREEMENT Agreement Company Seller This LOCK UP AGREEMENT dated as of January 27, 2012 (this “ RECITALS Purchase Agreement Escrow Agreement WHEREAS, the Company and Seller are parties to a Share Purchase Agreement, dated as of January 27, 2012 (the “ Class A Common Shares Closing Consideration Shares Schedule A Escrow Consideration Shares Schedule A WHEREAS, as an] [Execution Version AMENDED AND RESTATED OMNIBUS AGREEMENT Dated as of January 27, 2012 Among SEASPAN CORPORATION, NORSK PACIFIC STEAMSHIP COMPANY LIMITED, SEASPAN MARINE CORPORATION (formerly known as SEASPAN INTERNATIONAL LTD.), SEASPAN MANAGEMENT SERVICES LIMITED, SEASPAN SHIP MANAGEMENT LTD. and SEASPAN ADVISORY SERVICES LIMITED TABLE OF CONTENTS Page 1. DEFINITIONS AND INTERPRETATION 1 1.1 Certain Definitions 1 1.2 Construction 5 1.3] [Execution Version REGISTRATION RIGHTS AGREEMENT Agreement Company KL Trust KR Trust Thetis Shareholders Shareholder This REGISTRATION RIGHTS AGREEMENT dated as of January 27, 2012 (this “ RECITALS Purchase Agreement WHEREAS, the Company and the Shareholders are parties to a Share Purchase Agreement, dated as of January 27, 2011 (the “ Class A Common Shares Closing Consideration Shares Schedule A Escrow] [Execution Version AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS RIGHTS AGREEMENT Amendment No. 1 Rights Agreement Corporation Rights Agent This Amendment No. 1, dated January 27, 2012 (this “ RECITALS A. The Corporation intends to purchase all of the issued and outstanding capital stock of Seaspan Management Services Limited and all of the issued and outstanding shares of Class] [AMENDING AGREEMENT Amending Agreement THIS AMENDING AGREEMENT (the “ BETWEEN: SEASPAN SHIP MANAGEMENT LTD. Company (the “ AND: GERRY WANG Executive (the “ WHEREAS: A. Employment Agreement The Executive and the Company are parties to an amended and restated executive employment agreement dated March 14, 2011 (the “ B. SMSL Seaspan Sellers Transaction The Company is a direct subsidiary of]