TABLE OF CONTENTS

ii

iii

AMENDED AND RESTATED MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT is dated as of the 8 ^th day of August, 2005, as amended and restated as of the 4th day of May, 2007.

RECITALS:

WHEREAS:

A. The shareholders (the “ Owners” ) of Seaspan Container Lines Limited (“ SCLL ”) caused the Manager (as defined herein) to be formed;

B. SCLL, through its subsidiaries, owned and operated, or will own and operate, twenty-three containerships (the “ SCLL Business ”) and elected to sell the SCLL Business (the “ Sale ”) to the Company (as defined herein) in connection with an initial public offering of Common Shares of the Company (the “ Public Offering ”);

C. as a condition of the Sale and the Public Offering, the Company entered into a management agreement with the Manager pursuant to which the Manager and, indirectly, the Owners, received and will continue to receive fees and other consideration with respect to the on-going technical, administrative and strategic management of the IPO Vessels (as defined herein) and the growth and development of the SCLL Business, a business in which, upon its acquisition by the Company, the Advisor (as defined herein) held an interest as a consequence of entering into a management agreement among the Company, the Manager, the Advisor, the Ship Manager (as defined herein) and the Crew Manager (as defined herein) dated August 8, 2005 (the “ IPO Management Agreement ”);

D. concurrently with the Public Offering, certain of the Owners or their affiliates and associates subscribed for 7,145,000 Subordinated Shares (as defined herein) and 100 Incentive Shares (as defined herein) of the Company;

E. since the Public Offering, the Company has acquired the APMM Vessels (as defined herein) and the Company has engaged the Manager to provide certain vessel management services for the APMM Vessels;

F. the Company engaged the Manager to manage and operate the business and affairs of the Company, including the acquired SCLL Business, and the Manager accepted such engagement, on the terms and conditions set forth in the IPO Management Agreement;

G. the Ship Manager and the Advisor are wholly-owned subsidiaries of the Manager, and the Crew Manager is a wholly-owned subsidiary of the Ship Manager; and

H. the parties to the IPO Management Agreement now wish to amend and restate certain terms and provisions of the IPO Management Agreement as provided herein and enter into this amended and restated management agreement.

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:

In this Agreement, including the recitals hereto, unless the context requires otherwise, the following terms shall have the respective meanings set forth below:

“ Accounting Referee ” has the meaning ascribed to such term in Section 8.9.

“ Additional Vessels ” means the Containerships set out in Schedule B to this Agreement, and “ Additional Vessel ” means any one of them.

“ Adjusted Operating Surplus ” has the meaning ascribed to such term in the Articles of Incorporation.

2

“ Adjusted Technical Services Fee ” has the meaning ascribed to such term in Section 8.2.

“ Administrative Services ” means the services to be provided by the Manager to the Company under Section 4.

“ Administrative Services Fee ” has the meaning ascribed to such term in Section 8.5.

“ Advisor ” means Seaspan Advisory Services Limited or any successor thereof permitted in accordance with this Agreement.

“ Affiliates ” means, with respect to any Person as at any particular date, any other Persons that directly or indirectly, through one or more intermediaries, are Controlled by, controls or are under common Control with the Person in question, and Affiliate means any one of them.

“ Agreement ” means this amended and restated management agreement as the same may be amended from time to time.

“ APMM ” means A.P. Møller – Mærsk A/S.

“ APMM Vessels ” means the motor vessels “MSC SWEDEN”, “MAERSK MATANE”, “MAERSK MARYSTOWN” and “MAERSK MONCTON” that were acquired by the Company from APMM pursuant to memoranda of agreement dated October 11, 2006, and their respective addenda.

“ Applicable Laws ” means, in respect of any Person, property, transaction or event, all laws, including, without limitation, the Exchange Act and the rules and regulations of the SEC, all statutes, ordinances, regulations, municipal by-laws, treaties, judgments and decrees applicable to that Person, property, transaction or event, all applicable official directives, rules, consents, approvals, authorizations, guidelines, orders, codes of practice and policies of any Governmental Authority having authority over that Person, property, transaction or event and having the force of law, and all general principles of common law and equity.

“ Approved Budget ” has the meaning ascribed to such term in Section 4.4(c).

“ Articles of Incorporation ” means the articles of incorporation of the Company, as amended from time to time, as filed with the Registrar of Corporations of the Republic of the Marshall Islands.

“ Base Dividend ” has the meaning ascribed to such term in the Articles of Incorporation.

“ Board of Directors ” means the board of directors of the Company as the same may be constituted from time to time.

“ Books and Records ” means all books of account and records, including tax records, sales and purchase records, vessel records, computer software, formulae, business reports, plans and projections and all other documents, files, correspondence and other information of the Company with respect to the Vessels or the Containership Business (whether or not in written, printed, electronic or computer printout form).

3

“ Business Day ” means a day other than a Saturday, Sunday or statutory holiday on which the banks in the Marshall Islands, Bermuda, Hong Kong or Vancouver, British Columbia are required to close.

“ Change of Control ” has the meaning ascribed to such term in Section 10.5.

“ Charter ” means a charter party agreement between the Company and any Person that relates to any of the Vessels, and “ Charters ” means all such charter party agreements.

“ Charterers ” means HL USA, CSCL Asia, APMM and such other Persons that have entered into, or assumed the obligations under by novation or otherwise, a Charter with the Company, and “ Charterer ” means any one of them.

“ Chief Executive Officer ” means the chief executive officer of the Company.

“ Chief Financial Officer ” means the chief financial officer of the Company.

“ Commercial Services ” has the meaning ascribed to such term in Section 3.2.

“ Common Shares ” means the Class A common shares, par value $0.01 per share, of the Company.

“ Company ” means Seaspan Corporation and any successor company permitted under this Agreement.

“ Company Breach ” has the meaning ascribed to such term in Section 10.4(b).

“ Company Group ” means the Company and its Subsidiaries.

“ Company Group Member ” means any member of the Company Group.

“ Containerships ” means ocean-going vessels that are intended to be used primarily to transport containers or are being used primarily to transport containers and “ Containership ” means any such vessel.

“ Containership Assets ” means Containerships and any assets that are customarily owned or operated in conjunction with Containerships, in each case, that are encompassed within the definition of Containership Business.

“ Containership Business ” means the business of chartering or re-chartering Containerships to others and any other lawful act or activity customarily conducted in conjunction therewith.

“ Continuing Directors ” means, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors immediately after the completion of the Public Offering, or (ii) was nominated for election or elected to the Board of

4

Directors with the approval of a majority of the directors then still in office who were either directors immediately after the completion of the Public Offering or whose nomination or election was previously so approved.

“ Control ” or “ Controlled ” means, with respect to any Person, the right to elect or appoint, directly or indirectly, a majority of the directors of such Person or a majority of the Persons who have the right, including any contractual right, to manage and direct the business, affairs and operations of such Person, or the possession of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of Voting Securities, by contract, or otherwise.

“ Credit Facility ” means the credit facility agreement dated August 8, 2005, between, among others, the Company and Fortis Capital Corp. (as facility agent), as amended, supplemented or restated and any other credit facility or other financing facility in respect of the Vessels, including any replacement facilities or junior priority facilities.

“ Crew ” means the master, officers, employees, ratings and other crew members of a Vessel.

“ Crew Employment and Support Expenses ” means all Employment Expenses of the Crew and all expenses of a general nature which are not particularly referable to any individual member of the Crew or individual Vessel which are incurred for the purpose of providing Crew Management Services and, without prejudice to the generality of the foregoing, shall include the cost of crew standby pay, training schemes for officers and ratings, cadet training schemes, study pay, recruitment and interviews.

“ Crew Insurances ” means insurances against crew risks which shall include but not be limited to death, sickness, repatriation, injury, shipwreck unemployment indemnity and loss of personal effects.

“ Crew Manager ” means Seaspan Crew Management Ltd. or any successor thereof permitted in accordance with this Agreement.

“ Crew Management Services ” has the meaning ascribed to such term in Section 3.3.

“ CSCL Asia ” means China Shipping Container Lines (Asia) Co., Ltd. and any successor thereof.

“ Designated Representative ” and “Designated Representatives” each have the meaning ascribed to such terms in Section 11.1.

“ Dispute ” has the meaning ascribed to such term in Section 11.1.

“ Draft Budget ” has the meaning ascribed to such term in Section 4.4(a).

“ Dry-docking Allocation ” has the meaning ascribed to such term in Section 3.5(a).

“ Employment Expenses ” means all costs, expenses, debts, liabilities and obligations related to or incurred in respect of employment, including salaries, fees, wages, incentive pay,

5

gratuities, bonuses, vacation pay, holiday pay, other paid leave, overtime, standby pay, sick pay, workers’ compensation legislation contributions or costs, benefits and related costs, statutory contributions and remittances, pension plan contributions and costs, recruitment costs, Severance Costs, payroll and accounting costs, training and education costs, discounts, meals, accommodation, legal costs associated arising from disputes, administrative costs, travel costs, perquisites, relocation expenses and uniform expenses.

“ Exchange Act ” means the Securities Exchange Act of 1934 , as amended.

“ Existing Ownership Group ” means:

“ Fair Market Fee ” has the meaning ascribed to such term in Section 8.4.

“ Fiscal Year ” means the fiscal year of the Company, being the twelve month period ending December 31.

“ Fiscal Quarter ” means a fiscal quarter for the Company or, in the case of the first fiscal quarter of the Company, the portion of such fiscal quarter between the date of this Agreement and the commencement of the next fiscal quarter.

“ Force Majeure Event ” has the meaning ascribed to such term in Section 12.5.

“ GAAP ” means generally accepted accounting principles consistently applied in the United States of America.

“ Governmental Authority ” means any domestic or foreign government, including any federal, provincial, state, territorial or municipal government, any multinational or supranational organization, any government agency, including, without limitation, the SEC, any tribunal, labour relations board, commission or stock exchange, including, without limitation, the New York Stock Exchange, and any other authority or organization exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government.

“ HL USA ” means Hapag-Lloyd USA, LLC or any successor thereof.

“ Incentive Shares ” means the Class C common shares, par value $0.01 per share, of the Company.

“ Initial Term ” means the initial term of this Agreement as set out in Section 10.1.

“ Initial Technical Services Fee ” has the meaning ascribed to such term in Section 8.1.

“ Insurances ” has the meaning ascribed to such term in Section 3.4.

6

“ IPO Vessels ” means the vessels set out in Schedule A to this Agreement (as of the date hereof and prior to any amendment of Schedule A), and “ IPO Vessel ” means any one of them.

“ ISM Code ” means the International Management Code for the Safe Operation of Ships and for Pollution Prevention as adopted by the International Maritime Organization (IMO) by resolution A.741(18) or any subsequent amendment thereto.

“ ISPS Code ” means the International Ship and Port Facility Security Code adopted by the International Maritime Organization Assembly as the same may have been or may be amended or supplemented from time to time.

“ License ” and “ Licenses ” each have the meaning ascribed to such terms in Section 3.1(p).

“ Legal Action ” means any action, claim, complaint, demand, suit, judgment, investigation or proceedings, pending or threatened, by any Person or before any Governmental Authority.

“ Lenders ” means the lenders, facility agent, security trustee, swap banks, swap agent or other financial institution contemplated by the Credit Facility.

“ Losses ” means losses, expenses, costs, liabilities and damages, excluding lost profits and consequential damages, but including interest charges, penalties, fines and monetary sanctions.

“ Management Services ” means, collectively, the Technical Services, Administrative Services and Strategic Services.

“ Manager ” means Seaspan Management Services Limited or any successor thereof permitted in accordance with this Agreement.

“ Manager Breach ” has the meaning ascribed to such term in Section 10.3(a).

“ Manager Cause ” has the meaning ascribed to such term in Section 10.3(c).

“ Manager Entities ” means the Manager, the Ship Manager, the Crew Manager and the Advisor, and “ Manager Entity ” means any one of them.

“ Manager Indemnified Persons ” has the meaning ascribed to such term in Section 9.3.

“ Manager’s Personnel ” means all individuals that are employed by or have entered into consulting arrangements with any Manager Entity or any subcontractor under Section 2.3, other than the Crew.

“ Mediator’s Report ” has the meaning ascribed to such term in Section 11.2.

“ New Build ” means a Vessel under construction pursuant to a ship building contract between the Company and a ship builder.

7

“ Omnibus Agreement ” means the omnibus agreement, dated August 8, 2005, among the Company, the Manager, the Advisor, Norsk Pacific Steamship Company Limited and Seaspan International Ltd., as the same may be amended or supplemented from time to time.

“ Operating Surplus ” has the meaning ascribed to such term in the Articles of Incorporation.

“ Other Financing Agreements ” has the meaning ascribed to such term in Section 4.2(c).

“ Parties ” means the Company, the Manager, the Ship Manager, the Crew Manager and the Advisor, and “ Party ” means any one of them.

“ Person(s) ” means an individual, corporation, limited liability company, partnership, joint venture, trust or trustee, unincorporated organization, association, government, government agency or political subdivision thereof, or other entity.

“ Pre-delivery Services ” has the meaning ascribed to such term in Section 5.3

“ Pre-delivery Purchases and Expenses ” has the meaning ascribed to such term in Section 5.4.

“ Public Offering ” has the meaning ascribed to such term in the recitals above.

“ Questioned Items ” has the meaning ascribed to such term in Section 4.4(b) and “ Questioned Item ” means any of them.

“ Renewal Term ” means any renewal term of this Agreement referred to in Section 10.2.

“ SEC ” means the United States Securities and Exchange Commission.

“ Severance Costs ” means the termination or severance liabilities, costs and expenses which employers are legally obliged to provide or pay to or in respect of their employees, or the compensation or damages owed in lieu of such liabilities, costs and expenses, as a result of the termination of any employment.

“ Ship Manager ” means Seaspan Ship Management Ltd. or any successor thereof permitted in accordance with this Agreement.

“ Ship Manager’s Account ” means a bank account in the name of the Ship Manager established at a financial institution selected by the Ship Manager.

“ STCW 95 ” means the International Convention on Standards of Training, Certification and Watchkeeping to Seafarers, 1978, as amended in 1995 or any subsequent amendment thereto.

“ Stores and Equipment ” means the stores, spares, lubricating oil, supplies and equipment that customarily are considered part of a Containership for which a buyer would ordinarily reimburse a seller on the sale of such Containership and does not include consumables that are not of incremental value to the Containership.

8

“ Strategic Services ” has the meaning ascribed to such term in Section 5.

“ Strategic Opportunity ” has the meaning ascribed to such term in Section 5.1.

“ Subordinated Shares ” means the Class B common shares, par value $0.01 per share, of the Company.

“ Subsidiary ” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more corporations Controlled by such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a corporation Controlled by such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, one or more corporations Controlled by such Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more corporations Controlled by such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

“ Technical Services ” means the Technical Vessel Management Services, the Commercial Services, the Crew Management Services, the procurement of insurance as described in Section 3.4, the dry-docking and repair services described in Section 3.5 and the regulatory compliance services described in Section 3.6.

“ Technical Services Fee ” means the Initial Technical Services Fee or Adjusted Technical Services Fee, as applicable.

“ Technical Vessel Management Services ” has the meaning ascribed to such term in Section 3.1.

“ Term ” means the Initial Term and any Renewal Term, in each case subject to any early termination of this Agreement as permitted herein.

“ Vessels ” means the vessels owned by the Company or any of its Subsidiaries from time to time as set out in Schedules A and B, as the same may be amended from time to time in accordance with Section 2.8, and “ Vessel ” means any one of them.

“ Voting Securities ” means securities of all classes of a Person entitling the holders thereof to vote on a regular basis in the election of members of the board of directors or other governing body of such Person.

“ Warehousing Service ” has the meaning ascribed to such term in Section 5.2.

9

In this Agreement, unless the context requires otherwise:

All article or section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof.

The Company hereby engages the Manager to provide the services specified herein and to manage each Vessel for and on behalf of the relevant Company Group Member, and the Manager hereby accepts such engagement, all in accordance with the terms of this Agreement. The Company and the Manager each acknowledge that to the extent set out in this Agreement, the Manager is acting solely on behalf of, as agent of and for the account of, the Company. The Manager may advise Persons with whom it deals on behalf of the Company that it is conducting such business for and on behalf of the Company.

The Manager has the power and authority to take such actions on its own behalf or on behalf of the relevant Company Group Member as it from time to time considers necessary or appropriate to enable it to perform its obligations under this Agreement, subject to the customary oversight and supervision of the Company and its Board of Directors. The Manager shall use its reasonable best efforts to provide the Management Services and perform the Technical Services to be provided hereunder in accordance with customary ship management practice

10

and with the care, diligence and skill that a prudent manager of vessels such as the Vessels would possess and exercise, except that the Manager in the performance of its management responsibilities under this Agreement may have regard to its overall responsibility in relation to all vessels as may from time to time be entrusted to its management and in particular, but without prejudice to the generality of the foregoing, the Manager may allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Manager, acting reasonably, considers to be fair and reasonable.

The Manager may subcontract any of its duties and obligations hereunder to any of its Affiliates without the consent of the Company and may subcontract certain of its duties and obligations to Persons that are not Affiliates with the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. In the event of any subcontract by the Manager, the Manager shall promptly notify the Company thereof and shall remain fully liable for the due performance of its obligations under this Agreement. The Ship Manager, Advisor and Crew Manager may subcontract any of their obligations under any subcontract of the Management Agreement to any Affiliate of the Manager without the consent of the Company. In the event of any subcontract by the Ship Manager, Advisor or Crew Manager, the Ship Manager, Advisor or Crew Manager, as the case may be, shall promptly notify the Company thereof and the Manager shall remain fully liable for the due performance of its obligations under this Agreement.

The Company acknowledges the Manager shall engage (a) the Ship Manager to provide all or certain of the Technical Services and Administrative Services to the Company pursuant to a subcontract of the relevant provisions of this Agreement; (b) the Crew Manager to provide all or certain of the Crew Management Services pursuant to a subcontract of the relevant provisions of this Agreement; and (c) the Advisor to perform all of the Strategic Services pursuant to a subcontract of the relevant provisions of this Agreement; and the Ship Manager, Crew Manager and Advisor hereby accept such engagement providing that the Manager give the notice referred to in Section 8.10 of this Agreement. Notwithstanding the above, the Manager shall be responsible for all costs and expenses related to any subcontracting of the Technical Services, and the Technical Services Fee will not be adjusted therefor.

The Company acknowledges that the Manager and its Affiliates may have business interests and engage in business activities in addition to those relating to the Company, for its own account and for the accounts of others. Subject to the provisions of the Omnibus Agreement, the Manager and its Affiliates may undertake activities that may compete with the Company.

The Company acknowledges that the appointment of the Manager hereunder is an exclusive appointment for the Term. The Company shall not appoint other managers with respect to the Vessels or the Containership Business during the Term, except in circumstances in which it is necessary to do so in order to comply with Applicable Law or as otherwise agreed by the Manager in writing. This Section 2.5 does not prohibit the Company from having its own employees perform the Management Services.

11

Each Party represents to the others that it is duly authorized with full power and authority to execute, deliver and perform this Agreement. The Company represents that the engagement of the Manager has been duly authorized by the Company and is in accordance with all governing documents of the Company.

At all reasonable times and on reasonable notice, any person authorized by the Company may inspect, examine, copy and audit the Books and Records of the Company kept pursuant to this Agreement.

With the prior approval of the Manager and subject to Section 8.3, the Company may engage the Manager to provide the services contemplated by this Agreement for other Containerships that are to be financed under the Credit Facility. The Company, with reasonable notice to the Manager, may remove a Vessel from the engagement under this Agreement, provided that the Manager is being engaged to manage such Vessel under a separate agreement with the Company. Unless the parties otherwise agree, a Vessel will automatically be removed from engagement under this Agreement upon a sale or total loss of such Vessel. Upon any addition of a Containership to this engagement or any removal of a Vessel from this engagement, the parties will amend Schedules A or B, as required, provided that if an IPO Vessel is removed from this engagement and then subsequently returned to this engagement, it will be reflected on Schedule A only.

Subject to Section 9.2, in exchange for the Technical Services Fee, the Manager shall provide to the Company the Technical Services in this Section 3 at the Manager’s own cost.

Commencing with the acquisition of each Vessel by any Company Group Member, the Manager shall provide all usual and customary technical vessel management services with respect to the operation of that Vessel, including but not limited to:

12

13

(which together, comprise the “ Technical Vessel Management Services ”).

Commencing with the acquisition of each Vessel by any Company Group Member, the Manager shall administer the Charters and monitor payment to any Company Group Member or its nominee of all hire, freight revenues or other moneys to which the Company may be entitled arising out of the Charter or other employment of that Vessel (the “ Commercial Services ”).

Commencing with or, to the extent reasonably necessary for the provision of the Crew Management Services in an efficient manner, prior to the acquisition of each Vessel by any Company Group Member, the Manager shall provide all usual and customary crew management services in respect of that Vessel and shall manage all aspects of the employment of the Crew, including but not limited to:

14

15

(collectively, the “ Crew Management Services ”).

The Manager shall obtain, purchase and maintain insurance for each Vessel from third party providers for and on behalf of the Company against physical damage, total loss, third party liability and other risks normally insured against in accordance with industry practice, including:

each in accordance with the best practice of prudent owners of vessels of a similar type to each Vessel, with insurance companies, underwriters or associations in amounts and on terms that are in accordance with industry practice, and in any event, are no less than the market value of the Vessel (and in the case of protection and indemnity coverage, entered for her full gross tonnage) (collectively, the “ Insurances ”).

The Manager shall pay on behalf of the Company all premiums and calls on the Insurances promptly and in any event by their due date. The Manager shall procure for and on behalf of the Company any such additional insurance required under the Credit Facility, including arranging for any of the Lenders thereto being named as “loss payee” or “additional insured” in accordance with the terms of the Credit Facility. The Manager shall co-operate with the Company’s insurers and underwriters with respect to the investigation or settlement of claims by the Company or any third party under the Insurances, including taking the necessary steps to have repairs contemplated in Section 9.2(a) covered by the applicable insurance policy or policies.

Subject to Section 9.2, the Manager shall arrange, pay for and supervise the dry-dockings, repairs, alterations and maintenance of each Vessel to the standards required to ensure that each Vessel will comply, in all material respects, with the laws of the flag of such Vessel and of the places where such Vessel trades and all requirements and recommendations of the classification society. Notwithstanding the foregoing and subject to this Section 3.5, the Manager shall pay only for the costs and expenses associated with normally scheduled dry-docking and general and routine repairs, maintenance and alterations of the Vessels. The Company acknowledges that the Manager intends to allocate a portion of the Technical Services Fees of each Vessel toward the normally scheduled dry-docking costs and expenses

16

of such Vessel and that the amount allocated will be based on a period of time specified and agreed to between the Company and the Manager (the “ Dry-docking Allocation ”). The Company shall make available to the Manager sufficient funds for such other dry-dockings, repairs, alterations and maintenance as described in Section 9.2.

In the case of an IPO Vessel, if and to the extent the Company has paid to the Manager any amounts included in the Technical Services Fee that comprise the Dry-docking Allocation of such IPO Vessel, and this Agreement is terminated for any reason or expires, or the Manager otherwise ceases to manage such IPO Vessel under this Agreement, prior to the carrying out of such dry-docking the partial or full costs of which have been prepaid in the Technical Services Fee, the Manager shall refund to the Company the Dry-docking Allocation for such IPO Vessel.

In the case of an APMM Vessel, if and to the extent the Manager has already paid the costs associated with a normally scheduled dry-docking of an APMM Vessel, and this Agreement is terminated for any reason or expires, or the Manager otherwise ceases to manage such APMM Vessel under this Agreement, prior to the Manager having fully recovered the relevant Dry-docking Allocation for the APMM Vessel for such dry-docking, the Company shall reimburse the Manager the portion of the Dry-docking Allocation not yet paid to the Manager.

In the case of any Additional Vessel except for the APMM Vessels, if the Manager has sufficient time prior to the normally scheduled dry-docking after such Additional Vessel’s acquisition to accrue the Dry-docking Allocation from the Technical Services Fees to be paid for such Additional Vessel in an amount sufficient to cover the costs of the normally scheduled dry-docking, then the refund mechanism in Section 3.5(b) above shall apply if this Agreement is terminated for any reason or expires, or the Manager otherwise ceases to manage such Additional Vessel under this Agreement, prior to the carrying out of such dry-docking. For any Additional Vessel except for the APMM Vessels, if the Manager has already paid the costs associated with the normally scheduled dry-docking after such Additional Vessel’s acquisition prior to the Manager having sufficient time to accrue the Dry-docking Allocation from the Technical Services Fee paid in an amount sufficient to cover the costs of the normally scheduled dry-docking, then the reimbursement mechanism in Section 3.5(c) above shall apply if this Agreement is terminated for any reason or expires, or the Manager otherwise ceases to manage such Additional Vessel under this Agreement, prior to the carrying out of such dry-docking.

If and to the extent there is any major expenditure for repairing a Vessel where such cost or expense is not within Section 9.2 and may be repaired at the next normally scheduled dry-docking, but the Manager reasonably considers such repair should be performed prior to the next normally scheduled dry-docking and the Manager pays for such repair to be performed, and this Agreement is terminated for any reason or expires, or the Manager otherwise ceases to

17

manage such Vessel under this Agreement, prior to the next normally scheduled dry-docking, the Company shall reimburse the Manager for the costs and expenses for such repair that the Manager has not yet recovered from the Dry-docking Allocation of the Technical Services Fees paid to the Manager.

The Manager shall operate and maintain the Vessels, in all material respects, in compliance with, and take all actions necessary to ensure that each Vessel is in compliance with, all Applicable Laws, including the laws of Hong Kong Special Administrative Region or such other flag as each Vessel may bear, the Applicable Laws of the countries to which the Vessels trade and with the requirements of the relevant classification society, the ISM Code and ISPS Code.

In exchange for the Administrative Services Fee, the Manager shall provide to the Company the services set out in this Section 4 (the “ Administrative Services ”).

The Manager shall, on behalf of the Company, establish an accounting system, including the development, implementation, maintenance and monitoring of internal control over financial reporting and disclosure controls and procedures, and maintain Books and Records, with such adoptions or modifications as may be necessary to comply with Applicable Laws. The Books and Records will be the property of the Company but will be kept at the Manager’s primary office or such other place as the Company and the Manager may mutually determine. Upon expiry or termination of this Agreement, all of the Books and Records shall be provided to the Company or a new manager, reasonably promptly, pursuant to Section 10.6(e).

The Manager shall prepare and deliver to the Chief Executive Officer and Chief Financial Officer the following reports:

18

At the instruction of the Chief Financial Officer, the Manager shall prepare for review by the Chief Financial Officer and audit committee the following:

At the instruction of the Chief Financial Officer, the Manager shall cause the Company’s external accountants to review unaudited financial statements, prepare audited financial statements and finalize tax returns. The Manager shall make available to the Company’s accountants the relevant Books and Records for the Company and shall assist the accountants in otherwise preparing the relevant financial statements and tax returns.

On or before October 31 of each year, the Manager, in consultation with the Chief Executive Officer and the Chief Financial Officer, shall prepare and submit to the Board of Directors a detailed draft budget for the next Fiscal Year in a format acceptable to the Company’s Board of Directors and generally used by the Manager, which shall include: (1) a statement of estimated revenue and expenses; and (2) a proposed budget for capital expenditures, repairs or alterations, including proposed expenditures in respect of dry-docking, together with an analysis as to when and why such replacements, improvements, renovations or expenditures may be required (the “ Draft Budget ”).

19

For a period of thirty (30) days after receipt of the Draft Budget, the Board of Directors, from time to time, may request further details and submit written comments on the Draft Budget. The Company shall give good faith consideration to the Draft Budget. If, after giving good faith consideration to the Draft Budget, the Company does not agree with any term thereof, the Company shall, within the same thirty (30) day period, give the Manager notice of the Company’s enquiry to the Draft Budget, which notice will include the list of the items under consideration (the “ Questioned Items ”) and a proposal for resolution of each such Questioned Item. The Company and the Manager shall endeavour, both acting reasonably, to resolve any such differences between them with respect to the Questioned Items. In resolving any Questioned Item, the Company and the Manager shall have regard to the Company’s obligations under the relevant Charters, the Credit Facility and Other Financing Agreements, and the amount of the Technical Services Fee and Administrative Services Fee to be paid to the Manager.

By December 31 of the relevant year, the Manager shall prepare and deliver to the Company a revised budget that has been approved by the Board of Directors (the “ Approved Budget ”). However, the Company acknowledges that the Approved Budget is only an estimate of the performance of the Company’s vessels and the Manager makes no assurance, representation or warranty that the actual performance of the Company’s vessels in the applicable Fiscal Year will correspond to the estimates contained in the Approved Budget for that Fiscal Year. The Parties acknowledge that the projections contained in the Approved Budget are subject to and may be affected by changes in financial, economic and other conditions and circumstances beyond the control of the Parties.

The Manager may, from time to time, in any Fiscal Year propose amendments to the Approved Budget upon fifteen (15) days notice to the Company, in which event the Company shall have the right to approve the amendments in accordance with the process set out in Section 4.4(b) with the relevant time periods being amended accordingly and provided that any Questioned Items are resolved within forty-five (45) days of receipt of the notice by the Company. Whenever, due to circumstances beyond the reasonable control of the Manager, emergency expenditures are required to ensure that the Company’s vessels are being operated and maintained as required under the Charters, the Manager may make such emergency expenditures and reasonably request prompt

20

reimbursement thereof, to the extent that such items are the responsibility of Company, including pursuant to Sections 5.4 and 9.2, even if such expenditures are not included or reflected in the Approved Budget.

The Manager shall assist the Company with the following whether or not related to any of the Company’s vessels:

If any Legal Action is commenced against or is required to be commenced in favour of any Company Group Member or any of the Company’s vessels, the Manager shall arrange for the commencement or defence of such Legal Action, as the case may be, in the name of, on behalf of and at the expense of the Company Group Member, including retaining and instructing legal counsel, investigating the substance of the Legal Action and entering pleadings with respect to the Legal Action. The Manager may settle any Legal Action on behalf of the Company Group Member where the amount of settlement is less than $50,000 with the approval of the Chief Executive Officer and Chief Financial Officer and, in excess of such amount, with the approval of the Board of Directors.

21

For Legal Actions in favour of or against any Company Group Member that relate to labour relations or employment proceedings, strikes and collective bargaining, the Manager shall represent the Company Group Member in any such labour relations or employment proceedings and shall undertake any labour relations or employment negotiations in respect of any the Company’s vessels or any Company Group Member on behalf of such Company Group Member, should such representation or negotiations be required, with such labour organization or other entity that becomes lawfully entitled to represent the Crew. The Manager shall keep the Company advised of the progress of any such labour relations proceedings or negotiations. The Manager may enter into collective bargaining agreements and other labour or employment agreements and any material amendments thereto, provided that such agreements and amendments have been approved by the Board of Directors if the terms and conditions of such agreements or amendments are inconsistent, in a material and adverse way to the Company Group Member, with other collective bargaining agreements concerning or in respect of the Crew.

The Manager shall oversee banking services for the Company and shall establish in the name of the Company an operating account, a retention account and such other accounts and with such financial institutions as the Company may request. The Manager shall administer and manage all of the Company’s accounts, including making any deposits and withdrawals reasonably necessary for the management of its business and day-to-day operations. The Manager shall promptly deposit all moneys payable to the Company and received by the Manager into a bank account held in the name of the Company.

On or about August 8, 2005, the Company shall transfer or shall arrange to transfer sufficient funds representing the prepaid charter hire into the operating account of the Company. The Company shall ensure that all charter hire associated with the CSCL Asia Charters and the APMM Charters is paid by CSCL Asia and APMM, as the case may be, into the operating account and the charter hire associated with the HL USA Charters is paid by HL USA into the operating account and into the Ship Manager’s Account in accordance with the HL USA Charters. Unless otherwise instructed by the Company, the Manager shall instruct the financial institutions at which the accounts have been established to pay from the operating account: (1) on the first Business Day of

22

each month to the Ship Manager’s Account the amount of the Technical Services Fee less any amount already paid by a Charterer directly to the Ship Manager’s Account pursuant to a Charter (such as the HL USA Charters); and (2) amounts outstanding under the Credit Facility or Other Financing Agreements as and when required under the Credit Facility or Other Financing Agreements.

The Manager shall procure, and the Company shall enter into, licence agreements, in the form attached as Schedule C hereto that permit the Company to use the “Seaspan” name and trademark and the “Washington” trademark in connection with its business.

The Manager shall:

23

The Manager shall provide the strategic services set out in this Section 5 (hereinafter collectively referred to as the “ Strategic Services ”) to the Company:

The Manager shall provide strategic, corporate planning, business development and advisory services to the Company as follows:

24

If pursuant to the provision of Strategic Services, the Manager identifies a potential opportunity for the Company (“ Strategic Opportunity ”), the Manager shall present the Strategic Opportunity to the Chief Executive Officer and the Chief Financial Officer for further consideration and presentation to the Board of Directors, who shall then approve or reject the Strategic Opportunity.

In respect of a Strategic Opportunity involving the acquisition or construction of new Containerships and the securing of charter parties for such Containerships, the Company may request that the Manager or a Manager Entity enter into, in its own name, such agreement with

25

respect to such New Build until such time that the Company is able to pursue such Strategic Opportunity (the “ Warehousing Service ”), provided a binding agreement is or will be entered into between the Company and the Manager.

For the acquisition of any Vessel other than an IPO Vessel, the Manager shall oversee and supervise, in all material respects, the construction of the New Build or the acquisition of any Vessel to be purchased and made subject to this Agreement, as the case may be, prior to its delivery, including but not limited to the following, as applicable:

(collectively, the “ Pre-delivery Services ”).

Prior to the delivery to the Company of any Vessel other than an IPO Vessel, the Company shall provide at its own expense, but at the recommendation of the Manager, the necessary stores, spares, lubricating oil, supplies, equipment and services related to the delivery of the Vessel (all of which will be set out by the Manager in a pre-delivery budget for each Vessel and subject to the acknowledgment and consent of the Company) to ensure the seaworthiness and readiness

26

for service of each such Vessel and shall pay for the fees associated with the relevant classification society or the registration of the Vessel in the name of the Company under the relevant flag, whether a New Build or a used vessel (“ Pre-delivery Purchases and Expenses ”). For greater certainty, the Pre-delivery Purchases and Expenses may include items that are identified before or after delivery of the Vessel once the Manager has determined that such items are required for the safe and efficient operation of the Vessel so that it can be managed and operated as contemplated by this Agreement. The Manager shall arrange for and make such Pre-delivery Purchases and Expenses for and on behalf of the Company and the Company shall reimburse the Manager in accordance with Section 8.7.

For each New Build other than an IPO Vessel, the Manager shall consult with and obtain the approval of the Company with respect to all material decisions to be made regarding the New Build. The Manager shall also consult with the Company regarding, and provide to the Company an estimate of the cost of, the Pre-delivery Services and the various Pre-delivery Purchases and Expenses for any Vessel, other than an IPO Vessel, for approval by the Company reasonably in advance of such services being provided or such items being purchased.

If the actual cost of the Pre-delivery Services or any of the Pre-delivery Purchases and Expenses exceeds the previous estimate provided the Manager by $50,000 or less, the Manager shall so advise the Company prior to settling payment of the relevant invoice. If the actual cost of the Pre-delivery Services or any of the Pre-delivery Purchases and Expenses exceeds the previous estimate provided by the Manager by more than $50,000, the Manager shall consult with and obtain the prior approval of the Company prior to incurring such costs.

The Manager shall provide the Management Services hereunder through the Manager’s Personnel and the Crew. The relevant Manager Entity shall be responsible for all aspects of the employment or other relationship of such Manager’s Personnel and Crew as required in order for the Manager to perform its obligations hereunder, including recruitment, training, staffing levels, compensation and benefits, supervision, discipline and discharge, and other terms and conditions of employment or contract. However, the Manager shall remain directly responsible and liable to the Company to carry out all of its obligations under this Agreement, whether performed directly or subcontracted to the Ship Manager, Crew Manager, Advisor or any other Person, and the Manager (and not the Company) shall be responsible for the compensation and reimbursement of all such entities at its own cost to the extent such services are encompassed in the Technical Services. In respect of the Manager’s Personnel, including the Chief Executive Officer, although such Manager’s Personnel will at all times remain employees of the relevant Manager Entity, the Company shall reimburse the Manager, in accordance with Section 8.7, for that portion of the Employment Expenses of the Manager’s Personnel attributable to the provision of Administrative Services and Strategic Services provided pursuant to this Agreement. Subject to Section 8.10, the Manager shall in turn reimburse the relevant Manager Entity as required.

27

The Manager shall cause the Ship Manager to make available to the Company the Ship Manager’s chief executive officer to manage the Company’s day-to-day operations and affairs as the Chief Executive Officer of the Company, provided that the Chief Executive Officer may continue to perform limited Chief Executive Officer duties for the Ship Manager in accordance with his employment agreement. The Manager shall make available to the Company such other executive officers to which the Company and the Manager agree. Notwithstanding the foregoing, the Company may employ directly any other officers or employees as it may deem necessary that will not be subject to this Agreement.

The Board of Directors may require any officer (other than the Chief Executive Officer) that is provided by the Manager to be an executive officer (or otherwise perform the duties of an executive officer) of the Company be relieved of his duties with respect to, and no longer perform any of the Management Services for, the Company for any reason not prohibited by Applicable Laws. Such officer may continue to be employed by the Manager but shall no longer provide any Management Services hereunder.

The Board of Directors may require the Chief Executive Officer be relieved of his duties with respect to, and no longer perform any of the Management Services for, the Company if the Board of Directors determines the Chief Executive Officer is not performing the tasks and duties associated with his office with the skill, diligence and care of a chief executive officer of a similarly situated company. The Chief Executive Officer may continue to be employed by the Ship Manager, as the case may be, but shall no longer provide the Management Services hereunder.

Except in the case of termination for cause, the Ship Manager shall not terminate the Chief Executive Officer without the prior consent of Company, not to be unreasonably withheld. In the case of termination for cause, the Ship Manager shall provide prior notice to the Company of the termination to the extent that prior notice is practicable in the circumstances.

If any officer that is made available to the Company by the Manager or the Ship Manager, as the case may be, resigns, is terminated or otherwise vacates his office, the Manager shall, as soon as practicable after acceptance of any resignation or after termination, use reasonable best efforts to identify suitable candidates for replacement of such officer for the approval by the Board of Directors. The Manager and the Company shall use reasonable best efforts to minimize interruption in the performance of the duties of the officer.

28

The Chief Financial Officer will be an employee of the Company and the Company shall be responsible for all aspects of the employment of the Chief Financial Officer with the Company, including recruitment, training, staffing levels, compensation and benefits, supervision, discipline and discharge, and such other terms and conditions of employment.

The Company acknowledges that, other than the Chief Executive Officer, the other officers provided by the Manager and the other Manager’s Personnel that provide the Management Services may, subject to the terms of the Omnibus Agreement, engage in business activities of the Manager and its Affiliates that are unrelated to the Company and that conflicts of interest may exist.

The Chief Executive Officer shall report to and be under the direction of the Board of Directors. The Manager shall report to the Company and the Board of Directors through the Chief Executive Officer.

The Manager hereby agrees and covenants with the Company that, for so long as this Agreement is effective, the Manager shall:

29

For the provision of the Technical Services between the commencement of this Agreement and December 31, 2008, the Company shall pay to the Manager in advance on a monthly basis the daily fixed fees per Vessel set out in Schedules A and B hereto (the “Initial Technical Services Fee ” ). This fee is all-inclusive and represents all costs to be paid to the Manager for the provision of Technical Services; any related costs paid by the Manager in connection with the Technical Services shall not be passed through to or be reimbursed by the Company, except as set forth in Section 9.2 below. The Company and the Manager each acknowledge that the Initial Technical Services Fee for the IPO Vessels represents the fair market value of providing the Technical Services for each IPO Vessel on August 8, 2005 and that the Initial Technical Services Fee for the Additional Vessels represents the fair market value of providing the Technical Services Fee for each Additional Vessel as of the date such Additional Vessel was acquired by the Company. The Technical Services Fee is payable regardless of whether the Vessels are subject to a Charter or whether the relevant Charterer has paid the relevant charter hire to the Company. However, in circumstances where the Vessel is off-hire (whether or not subject to a Charter), there shall be an appropriate downward adjustment to the Technical Services Fee for any decrease in variable costs during such period.

The Initial Technical Services Fee will remain in effect until December 31, 2008, and thereafter will be adjusted every three years beginning January 1, 2009. Ninety (90) days prior to December 31, 2008 and the end of each successive three-year period thereafter, the Manager and the Company shall negotiate the fee for Technical Services for the successive three-year period (the “ Adjusted Technical Services Fee ”).

If the Company acquires a Containership that is to be financed under the Credit Facility, the Technical Services Fee in respect of that Containership will be the same fee that is applicable to Vessels of the same size, unless there is a material and demonstrable difference in the operating costs associated with such Containership. If such a difference exists or if there are no Vessels of a similar size already owned by the Company, the Company and the Manager shall negotiate in good faith a fair market Technical Services Fee for that Containership. The Parties shall update Schedule B as required from time to time to reflect the Technical Services Fees for the newly acquired Containerships. For Containerships that were previously subject to this Agreement and are subsequently being returned to the engagement under this Agreement, the Technical Services Fee will be that which was applicable prior to removal from this Agreement.

30

If the Company and the Manager are unable to agree on the Adjusted Technical Services Fee pursuant to Section 8.2 within forty-five (45) days prior to the end of the applicable calendar year or are unable to agree on the Technical Services Fee for a newly acquired Containership pursuant to Section 8.3, the Company and the Manager shall engage an independent arbitrator to determine the fair market value of providing the Technical Services to the Company for the Vessel or Vessels, as the case may be, in accordance with this Agreement (the “ Fair Market Fee ”). In determining the Fair Market Fee in respect of the Adjusted Technical Services Fee, the arbitrator will be provided with the proposed terms of the Adjusted Technical Services Fee discussed between the Company and the Manager in the prior 45-day period, all the relevant historical information regarding the Vessels for the previous three-year period, the anticipated costs of operating and managing such Vessels for the next three-year period and any other information that the Company or the Manager may deem relevant. In determining the Fair Market Fee in respect of any newly acquired vessel, the arbitrator will be provided with the proposed Technical Services Fee of such vessel as discussed between the Company and the Manager, the anticipated costs of operating and managing such vessel for the next three-year period and any other information that the Company or the Manager may deem relevant. The arbitrator shall determine the Fair Market Fee within thirty (30) days of its engagement and furnish the Company and the Manager with its determination, and the Adjusted Technical Services Fee for the ensuing three-year period, in the case of Section 8.2, or the Technical Services Fee for relevant period, in the case of a newly acquired vessel pursuant to Section 8.3, will be the Fair Market Fee as determined by the arbitrator.

Solely in the case of the Adjusted Technical Services Fee for the three-year period commencing January 1, 2009, the Adjusted Technical Services Fee will be the greater of (a) the Fair Market Fee determined by the arbitrator; and (b) the Initial Technical Services Fee. During all other periods, the Adjusted Technical Services Fee will be the Fair Market Fee determined by the arbitrator. The fees and expenses of the arbitrator shall be paid by the Company and the Manager in equal proportions.

For the provision of the Administrative Services, the Company shall pay to the Manager a maximum annual fee of $72,000, payable in monthly installments of $6,000 at the beginning of each month (the “ Administrative Services Fee ”), subject to the appropriate downward adjustment for any reduction in the Administrative Services provided.

For the provision of the Strategic Services, the Advisor shall subscribe for, concurrently with the Public Offering, and the Company shall issue to the Advisor, 100 Incentive Shares having an aggregate purchase price of $1,000. The Advisor may dispose of, and the Company may repurchase, the Incentive Shares in accordance with Section 10.6 below.

31

In addition to the payment by the Company to the Manager of the Administrative Services Fee, the Company shall reimburse the Manager for: (i) all of the reasonable direct costs and expenses incurred by the Manager and its Affiliates in providing the Administrative Services and Strategic Services, including the Pre-Delivery Purchases and Expenses; and (ii) all reasonable and necessary costs and expenses incurred by the Manager and its Affiliates that are allocable to the provision of the Administrative Services and Strategic Services to the Company (including the allocable Employment Expenses associated with officers and employees of the Manager and its Affiliates to the extent that they provide Administrative Services or Strategic Services to the Company for the Manager pursuant to this Agreement). If any of the costs and expenses are incurred pursuant to the provision of services the benefit of which will be shared among or realized by the Company, the Manager and another Person or Persons, the reimbursement of such costs and expenses shall be apportioned accordingly and the Manager shall promptly notify the Company of such apportionment.

The Manager shall in good faith determine the expenses related to the Administrative Services and Strategic Services that are allocable to the Company in any reasonable manner determined by the Manager and shall provide to the Company on a monthly basis an invoice for the costs and expenses to be reimbursed under Section 8.7, which invoice will contain a description in reasonable detail of the costs and expenses that comprise the aggregate amount of the payment being invoiced. The Manager shall maintain the records of all costs and expenses incurred, including any invoices, receipts and supplementary materials as are necessary or proper for the settlement of accounts between the Parties. The Company shall pay such invoices within thirty (30) days of receipt, unless the invoice is being disputed in accordance with this Agreement.

If the Company, in good faith, disputes the amount of the invoice, the Company shall give written notice of such dispute on or before the due date with respect to all or any portion of the relevant invoice, with the particulars of such dispute. Upon receipt of such notice, the Manager shall furnish the Company with additional supporting documentation to reasonably substantiate the amount of the invoice. Upon delivery of such additional documentation, the Company and the Manager shall cooperate in good faith and use their reasonable best efforts to resolve such dispute. If they are unable to resolve their dispute within ten (10) Business Days of the delivery of such additional supporting information, then the dispute shall be referred for resolution to a firm of independent accountants of nationally recognized standing reasonably satisfactory to each of the Manager and the Company (the “ Accounting Referee ”), which shall determine the disputed amounts within thirty (30) days of the referral of such dispute to such Accounting Referee. The determination of the Accounting Referee shall not require the Company to pay more than the amount in dispute nor require the Manager to return any amount previously paid by the Company. The fees and expenses of the Accounting Referee shall be borne equally by the Company and the Manager. If any dispute is resolved in favour of the Manager, the Company shall make payment to the Manager within ten (10) days of resolution of the dispute. Notwithstanding the foregoing, in no event shall the Company be entitled to withhold any amounts other than those portions of the applicable payment that are in dispute.

32

By written notice to the Company, the Manager shall direct the Company to pay any amounts owing under this Agreement to an Affiliate of the Manager, pursuant to a subcontract of any provisions of this Agreement, directly to such Affiliate. The Manager hereby directs that the Technical Services Fee be paid by the Company directly to the Ship Manager.

The Manager shall not be liable whatsoever to the Company for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit arising out of or in connection with arrest, detention of or delay to any Vessel) and arising from the Management Services unless and to the extent that such loss, damage, delay or expense resulted from:

Notwithstanding anything to the contrary in this Agreement, the Manager shall not be responsible for paying any costs, liabilities and expenses in respect of a Vessel to the extent that such costs, liabilities and expenses are “extraordinary”, which consist of the following:

33

The Company shall indemnify and save harmless each Manager Entity, and its respective current and former directors, officers, employees, subcontractors and current and future affiliates (the “ Manager Indemnified Persons ”) from and against any and all Losses incurred or suffered by the Manager Indemnified Persons by reason of, resulting from, in connection with, or arising in any manner whatsoever out of or in the course of their performance of this Agreement or a Legal Action brought or threatened against such Manager Indemnified Persons in connection with their performance of this Agreement, other than for any Losses related to:

The Manager shall indemnify and save harmless each Company Group Member, and its respective current and former directors, officers, employees, subcontractors and current and future affiliates (the “ Company Indemnified Persons ”) from and against any and all Losses incurred or suffered by the Company Indemnified Persons, related to:

Notwithstanding anything to the contrary in this Agreement, the Manager shall not be liable for any of the actions of the Crew, even if such actions are negligent, grossly negligent or wilful, except only to the extent that they are shown to have resulted from a failure by the Manager to discharge its obligations under Section 3.3, in which case its liability shall be determined in accordance with the terms of this Section 9.

34

The initial term of this Agreement commences on August 12, 2005 and ends on December 31, 2025, unless terminated earlier pursuant to this Agreement (the “ Initial Term ”).

This Agreement will, without any further act or formality on the part of any Parties, on the expiration of the Initial Term, or any Renewal Term, be automatically renewed for a further term of five (5) years (each a “ Renewal Term ”) unless notice of termination is given by the Company to the Manager in accordance with Section 10.3(g), in the case of the Initial Term, or Section 10.3(h), in the case of any Renewal Term.

This Agreement may be terminated by the Company:

(together, “ Manager Cause ”)

35

This Agreement may be terminated by the Manager:

This Agreement will terminate automatically and immediately after a “Change of Control” of the Company. In this Section 10, a “ Change of Control ” means:

36

37

38

The fair market value determined under this Section 10.6 is final and binding on the Company and the Manager.

Upon termination for any reason whatsoever or expiry of this Agreement or upon the Manager otherwise ceasing to manage a Vessel under this Agreement, with respect to the Stores and Equipment provided by the Company or the Manager, as applicable, the following shall occur:

39

Until any of the foregoing events arise, the Company and the Manager shall have no obligation to each other to account for any diminution in value of the Stores and Equipment.

Except as specifically set forth in Section 10 of this Agreement, this Agreement and the engagement of the Manager hereunder may not be terminated by the Company, which acknowledges that the Manager and its affiliates have an on-going interest in the Company, its Containership Business and the agency relationship created by this Agreement. The agency relationship created hereunder is an agency coupled with the interest of the Manager and its affiliates as more fully described in the Recitals to this Agreement.

If a dispute or disagreement arises among the Parties with respect to any provisions of this Agreement (other than Section 8.9), including its interpretation or the performance of a Party under this Agreement, and any circumstance where (a) the Company in good faith believes that a Manager Breach has occurred or is reasonably likely to occur or (b) the Manager in good faith believes that a Company Breach has occurred or is reasonably likely to occur (each a “ Dispute ”), any Party may, or the Party alleging such breach shall, deliver written notice to the other Party. Such notice shall contain in detail the specific facts and circumstances relating to the Dispute. Each Party shall designate an individual to negotiate and resolve the Dispute (each a “ Designated Representative ” and together, the “ Designated Representatives ”). The Designated Representatives shall in good faith attempt to resolve the matter within a thirty (30) day period from the date of the notice referred to above. If any Designated Representative

40

intends to be accompanied by counsel at any meeting, such Designated Representative shall give the other Designated Representative at least three (3) Business Days’ notice. All discussions and negotiations pursuant to this Section 11 will be confidential but without prejudice to settlement negotiations.

If a Dispute is not resolved by the Designated Representatives after the thirty (30) days provided in Section 11.1, any of the affected Parties shall refer the matter to mediation, such mediator to be mutually agreed upon by the Parties, and such mediator will be instructed to:

The Parties shall consider the Mediator’s Report and may decide, unanimously, to make it a binding report. If the mediator is not able to facilitate a binding agreement between the Parties, the Dispute is not resolved to the satisfaction of the Parties as a result of the Mediator’s Report or a mediator cannot be chosen mutually by the Parties, this Agreement is breached and the Parties may commence legal proceedings in the Supreme Court of British Columbia in the City of Vancouver.

The Advisor shall not transfer, sell or dispose of the Incentive Shares to another Person (other than to its Affiliates, an Affiliate of the Manager or members of the Existing Ownership Group) for the Term.

The Parties may not assign any of their rights under this Agreement in whole or in part without the prior written consent of the other Parties, which consent may be arbitrarily withheld.

If any Person or group of Persons acting in concert proposes to acquire Control of the Manager, directly or indirectly, the Manager shall provide thirty (30) days’ written notice of the change of Control to the Company, which notice will identify the Person that will acquire, directly or indirectly, Control of the Manager. A change of Control of the Manager may occur only with the consent of the Company, which consent cannot be unreasonably withheld or delayed.

41

For the Term, the Manager shall not transfer, sell or dispose of its interest in or otherwise relinquish Control of the Advisor or the Ship Manager, and the Ship Manager shall not transfer, sell or dispose of its interest in or otherwise relinquish Control of the Crew Manager.

Neither of the Parties shall be under any liability for any failure to perform any of their obligations hereunder if any of the following occurs (each a “ Force Majeure Event ”):

A Party shall give written notice to the other Party promptly upon the occurrence of a Force Majeure Event.

Each Party agrees that, except with the prior written consent of the other Party, it shall at all times keep confidential and not disclose, furnish or make accessible to anyone (except to employees, agents and professional advisors in the ordinary course of business) any confidential or proprietary information, knowledge or data concerning or relating to the other Party and to the business or financial affairs of the other Party to which such Party has been or shall become privy by reason of this Agreement, except for any (a) disclosure required by judicial or administrative process (including discovery for litigation), (b) information that becomes publicly available through no fault of such Party or otherwise ceases to be confidential, (c) information required by law or applicable stock exchange rules to be disclosed, or (d) disclosure made to a Person under a binding confidentiality agreement in favour of the Party whose confidential or proprietary information is being disclosed.

42

Each notice, consent or request required to be given to a Party pursuant to this Agreement must be given in writing. A notice may be given by delivery to an individual or by fax, and shall be validly given if delivered on a Business Day to an individual at the following address, or, if transmitted on a Business Day, by fax addressed to the following Party:

or to any other address, fax number or individual that the Party designates. Any notice

The provisions of this Agreement are enforceable solely by the Parties to this Agreement, and no shareholder, employee, agent of any Party or any other Person shall have the right, separate and apart from the Parties hereto, to enforce any provision of this Agreement or to compel any Party to this Agreement to comply with the terms of this Agreement.

Nothing in this Agreement is intended to create or shall be construed as creating a partnership or joint venture, and this Agreement shall not be deemed for any purpose to constitute any party a partner of any other Party to this Agreement in the conduct of any business or otherwise or as a member of a joint venture or joint enterprise with any other Party to this Agreement.

43

Each provision of this Agreement is several. If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect:

except that if:

This Agreement is governed exclusively by, and is to be enforced, construed and interpreted exclusively in accordance with, the laws of British Columbia, which are deemed to be the proper law of the Agreement. Each Party shall submit to the exclusive jurisdiction of the Supreme Court of British Columbia and all courts having appellate jurisdiction thereover in any suit, action or other proceeding arising out of or relating to this Agreement commenced in such court by any Party against any other Party or Parties, and each Party waives and shall not assert by way of motion as a defence or otherwise in any such action, any claim that:

and shall not seek and hereby waives any suit or action brought to obtain a judgment for the recognition or enforcement of any final judgment rendered in an action and review, other than by way of appeal, in any court of any other jurisdiction of or pertaining to the merits of any action, whether or not such Party appears in or defends the action.

44

This Agreement is binding upon and inures to the benefit of the Parties hereto and their successors but shall not be assignable except as provided in Section 12.2.

No amendment, supplement, restatement or termination of any provision of this Agreement is binding unless it is in writing and signed by each Person that is a Party to this Agreement at the time of the amendment, supplement, restatement or termination.

This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

No failure by any Party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of any other covenant, duty, agreement or condition.

THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK

45

This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the Parties hereto.

IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties hereto as of the 4 ^th day of May, 2007.

46

47

2

SCHEDULE C

FORM OF LICENSE AGREEMENT

3

TABLE OF CONTENTS

ii

VESSEL MANAGEMENT AGREEMENT

THIS VESSEL MANAGEMENT AGREEMENT is dated as of the 18 ^th day of May, 2007.

RECITALS:

WHEREAS:

A. the Company has already engaged the Manager to manage and operate the business and affairs of the Company pursuant to a management agreement dated August 8, 2005, as amended (the “ IPO Management Agreement ”); and

B. the Company has acquired the Vessels (as defined herein) and has engaged the Manager to provide certain vessel management services for the Vessels, and the parties wish to formalize such engagement as set out in this vessel management agreement.

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:

In this Agreement, including the recitals hereto, unless the context requires otherwise, the following terms shall have the respective meanings set forth below:

“ Accounting Referee ” has the meaning ascribed to such term in Section 5.8.

“ Adjusted Technical Services Fee ” has the meaning ascribed to such term in Section 5.2.

“ Advisor ” means Seaspan Advisory Services Limited or any successor thereof permitted in accordance with this Agreement.

“ Affiliates ” means, with respect to any Person as at any particular date, any other Persons that directly or indirectly, through one or more intermediaries, Controls, are Controlled by, or are under common Control with the Person in question, and Affiliate means any one of them.

“ Agreement ” means this vessel management agreement as the same may be amended from time to time.

“ Applicable Laws ” means, in respect of any Person, property, transaction or event, all laws, including, without limitation, the Exchange Act and the rules and regulations of the United States Securities and Exchange Commission, all statutes, ordinances, regulations, municipal by-laws, treaties, judgments and decrees applicable to that Person, property, transaction or event, all applicable official directives, rules, consents, approvals, authorizations, guidelines, orders, codes of practice and policies of any Governmental Authority having authority over that Person, property, transaction or event and having the force of law, and all general principles of common law and equity.

“ Books and Records ” means all books of account and records, including tax records, sales and purchase records, vessel records, computer software, formulae, business reports, plans and projections and all other documents, files, correspondence and other information of the Company with respect to the Vessels (whether or not in written, printed, electronic or computer printout form).

“ Business Day ” means a day other than a Saturday, Sunday or statutory holiday on which the banks in the Marshall Islands, Bermuda, Hong Kong or Vancouver, British Columbia are required to close.

“ Charter ” means a charter party agreement with the Company that relates to any of the Vessels, and “ Charters ” means all such charter party agreements.

“ Charterer ” means Mitsui O.S.K. Lines Ltd. and such other Persons that have entered into, or assumed the obligations under by novation or otherwise, a Charter with the Company.

“ Commercial Services ” has the meaning ascribed to such term in Section 3.2.

“ Company ” means Seaspan Corporation and any successor company permitted under this Agreement.

2

“ Company Breach ” has the meaning ascribed to such term in Section 7.3(b).

“ Company Group ” means the Company and its Subsidiaries.

“ Company Group Member ” means any member of the Company Group.

“ Company Indemnified Persons ” has the meaning ascribed to it in Section 6.4;

“ Containerships ” means ocean-going vessels that are intended to be used primarily to transport containers or are being used primarily to transport containers, and “ Containership ” means any such vessel.

“ Control ” or “ Controlled ” means, with respect to any Person, the right to elect or appoint, directly or indirectly, a majority of the directors of such Person or a majority of the Persons who have the right, including any contractual right, to manage and direct the business, affairs and operations of such Person, or the possession of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of Voting Securities, by contract, or otherwise.

“ Credit Facilities ” means the credit facility agreement dated October 16, 2006, between, among others, the Company and Sumitomo Mitsui Banking Corporation, as facility agent, as amended, supplemented or restated and any other credit facility or other financing facility in respect of the Vessels, including any replacement facilities or junior priority facilities.

“ Crew ” means the master, officers, employees, ratings and other crew members of a Vessel.

“ Crew Employment and Support Expenses ” means all Employment Expenses of the Crew and all expenses of a general nature which are not particularly referable to any individual member of the Crew or individual Vessel which are incurred for the purpose of providing Crew Management Services and, without prejudice to the generality of the foregoing, shall include the cost of crew standby pay, training schemes for officers and ratings, cadet training schemes, study pay, recruitment and interviews.

“ Crew Insurances ” means insurances against crew risks which shall include but not be limited to death, sickness, repatriation, injury, shipwreck unemployment indemnity and loss of personal effects.

“ Crew Manager ” means Seaspan Crew Management Ltd. or any successor thereof permitted in accordance with this Agreement.

“ Crew Management Services ” has the meaning ascribed to such term in Section 3.3.

“ Designated Representative ” and “Designated Representatives” each have the meaning ascribed to such terms in Section 8.1.

“ Dispute ” has the meaning ascribed to such term in Section 8.1.

“ Dry-docking Allocation ” has the meaning ascribed to such term in Section 3.5(a).

3

“ Employment Expenses ” means all costs, expenses, debts, liabilities and obligations related to or incurred in respect of employment, including salaries, fees, wages, incentive pay, gratuities, bonuses, vacation pay, holiday pay, other paid leave, overtime, standby pay, sick pay, workers’ compensation legislation contributions or costs, benefits and related costs, statutory contributions and remittances, pension plan contributions and costs, recruitment costs, Severance Costs, payroll and accounting costs, training and education costs, discounts, meals, accommodation, associated legal costs arising from disputes, administrative costs, travel costs, perquisites, relocation expenses and uniform expenses.

“ Fair Market Fee ” has the meaning ascribed to such term in Section 5.4.

“ Force Majeure Event ” has the meaning ascribed to such term in Section 9.2.

“ Governmental Authority ” means any domestic or foreign government, including any federal, provincial, state, territorial or municipal government, any multinational or supranational organization, any government agency, including, without limitation, the SEC, any tribunal, labour relations board, commission or stock exchange, including, without limitation, the New York Stock Exchange, and any other authority or organization exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government.

“ Initial Term ” means the initial term of this Agreement as set out in Section 7.1.

“ Initial Technical Services Fee ” has the meaning ascribed to such term in Section 5.1.

“ Insurances ” has the meaning ascribed to such term in Section 3.4.

“ IPO Management Agreement ” has the meaning ascribed to it in the recitals to this Agreement.

“ Legal Action ” means any action, claim, complaint, demand, suit, judgment, investigation or proceeding, pending or threatened, by any Person or before any Governmental Authority.

“ Losses ” means losses, expenses, costs, liabilities and damages, excluding lost profits and consequential damages, but including interest charges, penalties, fines and monetary sanctions.

“ Management Services ” means, collectively, the Technical Services and Pre-delivery Services.

“ Manager ” means Seaspan Management Services Limited or any successor thereof permitted in accordance with this Agreement.

“ Manager Breach ” has the meaning ascribed to such term in Section 7.3(a).

“ Manager Entities ” means the Manager, the Ship Manager, the Crew Manager and the Advisor, and “ Manager Entity ” means any one of them.

“ Manager Indemnified Persons ” has the meaning ascribed to such term in Section 6.3.

“ Manager Misconduct ” has the meaning ascribed to it in Section 6.1(a).