[SEASPAN CORPORATION $300,000,000 6.375% Senior Notes due 2019 Plus an option to purchase up to $45,000,000 additional principal amount of Senior Notes due 2019 Underwriting Agreement New York, New York March 27, 2014 To the Representative named in Schedule I hereto of the several Underwriters named in Schedule II hereto Ladies and Gentlemen: Company Underwriters Representative Firm Securities Option Securities] [SEASPAN CORPORATION, AS ISSUER, TO THE BANK OF NEW YORK MELLON, AS TRUSTEE INDENTURE DEBT SECURITIES DATED AS OF APRIL 3, 2014 Reconciliation and tie between Trust Indenture Act of 1939 (the “Trust Indenture Act”) and Indenture Trust Indenture Act of 1939 Section Indenture Section 310 (a)(1) 6.8 (a)(2) 6.8 (a)(3) TIA (a)(4) Not Applicable (a)(5) TIA (b) 6.9 311] [First Supplemental Indenture Company Trustee This FIRST SUPPLEMENTAL INDENTURE (this “ RECITALS Indenture WHEREAS, the Company and the Trustee have heretofore executed and delivered an indenture, dated as of April 3, 2014 (the “ WHEREAS, Sections 2.1, 3.1 and 9.1 of the Indenture provide, among other things, that the Company and the Trustee may, without the consent of Holders, enter] [April 3, 2014 Seaspan Corporation Unit 2, 7th Floor, Bupa Centre 141 Connaught Road West Hong Kong, China Re: Seaspan Corporation’s $345,000,000 6.375% Notes Due 2019 Ladies and Gentlemen: Company Securities Act Rules Securities Registration Statement Prospectus Prospectus Supplement Base Indenture Supplemental Indenture Indenture Underwriting Agreement We have acted as special counsel to Seaspan Corporation, a corporation organized under the] [REEDER & SIMPSON PC ATTORNEYS AT LAW P.O. Box 601 Telephone: +692-625-3602 RRE Commercial Center Email: dreeder@ntamar.net Majuro, MH 96960 r.simpson@simpson.gr April 3, 2014 Seaspan Corporation Unit 2, 7th Floor, Bupa Centre 141 Connaught Road West Hong Kong, China Re: Seaspan Corporation Ladies and Gentlemen: RMI Securities Offering Underwriting Agreement Underwriters Preliminary Final Prospectus Final Prospectus, Prospectus Registration Statement Base] [RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth our ratio of earnings to fixed charges for the periods presented. YEAR ENDED DECEMBER 31, 2013 2012 2011 2010 2009 (1) Ratio of earnings to fixed charges 4.7 2.4 — (2) — (2) 2.6 Dollar amount (in thousands) of deficiency in earnings to fixed charges — — 94,380 120,707] [] [THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENT OF THE COMPANY: • REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-190718) ORIGINALLY FILED WITH THE SEC ON AUGUST 19, 2013 1.1 Underwriting Agreement 4.1 Base Indenture 4.2 First Supplemental Indenture 5.1 5.2 Opinion of Reeder & Simpson, P.C., Marshall Islands counsel to Seaspan Corporation]