Exhibit 10.1

SEASPAN CORPORATION

PREFERRED STOCK PURCHASE AGREEMENT

January 22, 2009

TABLE OF CONTENTS

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INDEX OF DEFINED TERMS

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PREFERRED STOCK PURCHASE AGREEMENT

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 ”).

RECITALS

A. The Company . As of the date of this Agreement, the Company has 225,000,100 authorized shares of Common Stock (“ Common Stock ”), consisting of 200,000,000 Class A Common Shares (“ Class A Common Shares ”), 25,000,000 Class B Common Shares (“ Class B Common Shares ”), and 100 Class C Common Shares (“ Class C Common Shares ”), each with a $0.01 par value per share, and 65,000,000 authorized shares of Preferred Stock, $0.01 par value per share (“ Preferred Stock ”).

B. The Issuance . The Company intends to issue, in a private placement of two equal tranches, an aggregate total of 200,000 shares of its 12% Cumulative Preferred Stock–Series A (the “ Purchased Shares ”) and the Investors intend to purchase from the Company the Purchased Shares.

NOW, THEREFORE, in consideration of the promises and the representations, warranties, covenants, and agreements set forth in this Agreement, the parties agree as follows:

ARTICLE I

PURCHASE; CLOSING

1.1 Purchase . The Company agrees to sell to each Investor, and each Investor agrees to purchase from the Company, the number of Purchased Shares set forth next to the respective Investor’s name on Annex 1.1. The sale and purchase of the Purchased Shares will occur in two equal tranches, each with an aggregate purchase price of US$100,000,000 (for an aggregate purchase price of US$200,000,000. The two equal tranches of Purchased Shares are referred to in this Agreement as the “ First Tranche Purchased Shares ” and the “ Second Tranche Purchased Shares ”.

1.2 Closings .

(a) First Closing .

(i) The closing of the purchase of the First Tranche Purchased Shares (the “ First Closing ”) will take place at the offices of K&L Gates LLP, 925 4 ^th Avenue, Suite 2900, Seattle, Washington, 98104, on January 30, 2009 or at such other place, time, and date as the Company and the Investors may agree. The time and date on which the First Closing occurs is referred to in this Agreement as the “ First Closing Date ”.

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(ii) Subject to the fulfillment or waiver of the conditions to the First Closing in this Section 1.2(a), at the First Closing, the Company will deliver the First Tranche Purchased Shares, as evidenced by one or more certificates dated as of the First Closing Date and bearing appropriate legends as provided for in this Agreement, in exchange for payment in full from each Investor of the amount set forth next to the respective Investor’s name on Annex 1.1 (for an aggregate amount of $100,000,000). Each Investor will pay by wire transfer of immediately available United States funds to a bank account that has been designated by the Company at least two business days before the First Closing Date.

(iii) The respective obligations of each Investor and the Company to consummate the purchase of the First Tranche Purchased Shares are subject to the fulfillment (or waiver by the Investors or the Company, as applicable) before the First Closing of the conditions that:

(A) any approvals or authorizations of any governmental or regulatory authorities, including those of the Republic of the Marshall Islands, Hong Kong, Canada, and the United States (collectively, “ Governmental Entities ”), the absence of which would reasonably be expected to make the Purchase unlawful, will have been obtained or made in form and substance reasonably satisfactory to each party and will be in full force and effect; and

(B) no provision of any applicable Republic of the Marshall Islands, Hong Kong, Canadian, United States, or other law and no judgment, injunction, order, or decree of any Governmental Entity will prohibit the purchase and sale of the Purchased Shares.

(iv) The obligation of the Company to consummate the First Closing is also subject to the fulfillment (or waiver by the Company) at or before the First Closing of each of the following conditions:

(A) the representations and warranties of each of the Investors set forth in this Agreement will be true and correct as though made on and as of the First Closing Date (other than representations and warranties that by their terms speak as of another date, which will be true and correct as of the applicable date), except to the extent that the failure of an Investor’s representations and warranties to be so true and correct will not, and would not be reasonably likely to, materially impair that Investor’s ability to consummate the transactions contemplated by this Agreement (an “ Investor Material Adverse Effect ”); and

(B) each Investor will have performed in all material respects all obligations required to be performed by it under this Agreement at or before the First Closing.

(v) The obligation of the Investors to consummate the First Closing is also subject to the fulfillment (or waiver by the Investors) at or before the First Closing of each of the following conditions:

(A) the representations and warranties of the Company set forth in this Agreement will be true and correct as though made on and as of the First Closing Date (other than representations and warranties that by their terms speak as of another date, which will be true and correct as of the applicable date), except to the extent that the failure of the

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Company’s representations and warranties to be so true and correct (1) will not result in, or would not reasonably be likely to result in, individually or in the aggregate, a material adverse effect on the financial condition, business, assets, or results of operations of Company and its subsidiaries, taken as a whole, except to the extent that the material adverse effect arises solely out of or relates solely to (x) changes in general economic or political conditions or the securities markets in general (whether as a result of acts of terrorism, war, armed conflict, or otherwise), (y) changes in laws, regulations, rules, ordinances or other requirement of any Government Entity binding upon the Company, or (z) changes in United States generally accepted accounting principles (“ GAAP ”), and, in each of the case of (x), (y), and (z), only to the extent they do not disproportionately affect the Company or (2) will not, or would not be reasonably likely to, materially impair the Company’s ability to consummate the transactions contemplated by this Agreement (a “ Company Material Adverse Effect ”);

(B) the Company will have performed in all material respects all obligations required to be performed by it under this Agreement at or before the Closing;

(C) the Company will have filed with the Registrar of Corporations of the Republic of the Marshall Islands, and the Registrar of Corporations will have accepted, the Statement of Designation in respect of the Company’s 12% Cumulative Senior Preferred Stock–Series A in substantially the form attached as Exhibit A (the “ Statement of Designation ”);

(D) the Company will have duly executed and delivered to the Investors or their designees a Registration Rights Agreement (the “ Registration Rights Agreement ”) in substantially the form attached as Exhibit B;

(E) the Company will have amended the Shareholders Rights Agreement, dated as of August 8, 2005, by and between the Company and American Stock Transfer & Trust Company, as rights agent (the “ Shareholders Rights Agreement ”) to exempt from the provisions of the Shareholders Rights Agreement the transactions contemplated by this Agreement, including the payment of any dividends (whether of Common Stock, Preferred Stock, or otherwise) in respect of the Purchased Shares and the conversion of the Purchased Shares into Common Stock, which amendment shall be in the form attached as Exhibit C;

(F) The Manager will have caused Seaspan Ship Management Ltd., a company organized under the laws of British Columbia, to have entered into an amendment to the employment agreement with its chief executive officer, Mr. Gerry Wang, in substantially the form attached as Exhibit D and

(G) the Investors will have received a legal opinion from Reeder & Simpson, P.C., Republic of the Marshall Islands counsel for the Company, in substantially the form attached as Exhibit E-1.

(b) Second Closing.

(i) The closing of the purchase of the Second Tranche Purchased Shares (the “ Second Closing ”) will take place at the offices of K&L Gates LLP, 925 4 ^th Avenue, Suite 2900, Seattle, Washington, 98104or at such other place as the Company and the Investors

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may agree, at such time and on such date in the fourth calendar quarter of 2009 as the Company may specify to the Investors by notice given at least 15 business days in advance of the specified Second Closing Date. In the absence of any notice from the Company, the Second Closing will take place on October 1, 2009. The time and date on which the Second Closing occurs is referred to in this Agreement as the “ Second Closing Date; ” the First Closing Date and the Second Closing Date may be referred to as a “ Closing Date .”

(ii) Subject to the fulfillment or waiver of the conditions to the Second Closing in this Section 1.2(b), at the Second Closing, the Company will deliver the Second Tranche Purchased Shares, as evidenced by one or more certificates dated as of the Second Closing Date and bearing appropriate legends as provided for in this Agreement, in exchange for payment in full from each Investor of the amount set forth next to the respective Investor’s name on Annex 1.1 (for an aggregate amount of $100,000,000). Each Investor will pay by wire transfer of immediately available United States funds to a bank account that has been designated by the Company at least two business days before the Second Closing Date.

(iii) The respective obligations of each Investor and the Company to consummate the purchase of the Second Tranche Purchased Shares are subject to the fulfillment (or waiver by the Investors or the Company, as applicable) before the Second Closing of the conditions that:

(A) any approvals or authorizations of any Governmental Entities, the absence of which would reasonably be expected to make the Purchase unlawful, will have been obtained or made in form and substance reasonably satisfactory to each party and will be in full force and effect and

(B) no provision of any applicable Republic of the Marshall Islands, Hong Kong, Canadian, United States, or other law and no judgment, injunction, order or decree of any Governmental Entity will prohibit the purchase and sale of the Purchased Shares.

(iv) The obligation of the Company to consummate the Second Closing is subject to the fulfillment (or waiver by the Company) at or before the Second Closing of each of the following conditions:

(A) the representations and warranties of each Investor set forth in this Agreement will be true and correct as though made on and as of the Second Closing Date (other than representations and warranties that by their terms speak as of another date, which will be true and correct as of the applicable date), except to the extent that the failure of the each Investor’s representations and warranties to be so true and correct does not result in, and would not be reasonably likely to result in, an Investor Material Adverse Effect and

(B) the Investors will have performed in all material respects all obligations required to be performed by each of them under this Agreement after the First Closing and before the Second Closing.

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(v) The obligation of the Investors to consummate the Second Closing is also subject to the fulfillment (or waiver by the Investors) at or before the Second Closing of each of the following conditions:

(A) the representations and warranties of the Company set forth in this Agreement will be true and correct as though made on and as of the Second Closing Date (other than representations and warranties that by their terms speak as of another date, which will be true and correct as of the applicable date), except to the extent that the failure of the Company’s representations and warranties to be so true and correct, does no result in, and would not be reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect;

(B) the Company will have performed in all material respects all obligations required to be performed by it under this Agreement after the First Closing and before the Second Closing and will not have taken any actions in violation of the provisions of the Statement of Designation; and

(C) the Investors will have received a legal opinion from Reeder & Simpson, P.C., Republic of the Marshall Islands counsel for the Company, in substantially the form attached as Exhibit E-2.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of the Company . Except as set forth in a correspondingly numbered disclosure schedule delivered by Company to Investors dated as of the date of this Agreement (the “ Company Disclosure Schedule ”), the Company and the Manager represent to the Investors as follows (all references in the subsections of this Section 2.1 to “Company” will include Company’s subsidiaries, except to the extent specifically excluded or except as otherwise clearly required by the context):

(a) Organization, Authority, and Significant Subsidiaries . The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Republic of the Marshall Islands, with corporate power and authority to own its properties and conduct its business and operations in all material respects as currently conducted. Except as has not resulted in, or would not be reasonably likely to result in, a Company Material Adverse Effect, the Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business so as to require such qualification. Each subsidiary of the Company that is a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act of 1933 (the “ Securities Act ”) (individually a “ Significant Subsidiary ” and collectively the “ Significant Subsidiaries ”) has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization.

(b) Capitalization . The authorized capital stock of the Company consists of 225,000,100 shares of Common Stock, consisting of 200,000,000 Class A Common Shares, 25,000,000 Class B Common Shares, and 100 Class C Common Shares, each with a $0.01 par value per share, and 65,000,000 shares of Preferred Stock, $0.01 par value per share. As of the date of this Agreement, there are issued and outstanding 66,800,041 Class A Common Shares, no Class B Common Shares, 100 Class C Common Shares, and no shares of Preferred Stock. The outstanding shares of Common Stock have been duly authorized and are validly issued and

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outstanding, fully paid and non-assessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights). As of the date of this Agreement, there are no shares of Common Stock or Preferred Stock reserved for issuance, the Company does not have outstanding any securities providing the holder the right to acquire Common Stock or Preferred Stock, and the Company does not have any commitment to authorize, issue, or sell any Common Stock or Preferred Stock.

(c) Purchased Shares; Class A Common Shares . The Statement of Designation has been duly adopted and authorized. The Purchased Shares have been duly and validly authorized, and, when issued and delivered in accordance with this Agreement, the Purchased Shares will be duly and validly issued and fully paid and non-assessable. The issuance of the Purchased Shares is not subject to any preemptive rights and will have been issued without violation of any preemptive rights. The issuance of Class A Common Shares in connection with the conversion of Purchased Shares, as provided for by the Statement of Designation (the “ Conversion Shares ”), has been duly and validly authorized. When issued and delivered in accordance with the Statement of Designation, the Conversion Shares will be duly and validly issued and fully paid and non-assessable and will have been issued without violation of any preemptive rights. The issuance of the Purchased Shares and the Conversion Shares to the Investors will not result in restrictions on the ability of the Company, the Investors, or any affiliates of the Investors to enter into business combinations or transactions and will not result in loss of voting rights associated with the Purchased Shares or the Conversion Shares under the Company’s amended and restated articles of incorporation or any “anti-takeover” or similar law or statute under the laws of the Republic of the Marshall Islands.

(d) Authorization, Enforceability .

(i) The Company has the corporate power and authority to execute and deliver and to carry out its obligations under this Agreement and the other documents contemplated by this Agreement (the “ Transaction Documents ”). The execution, delivery, and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated by this Agreement (the “ Transactions ”) have been duly authorized by all necessary corporate action on the part of the Company, and no further approval or authorization is required on the part of the Company or its shareholders. This Agreement and the other Transaction Documents are, or will be, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity (“ Bankruptcy Exceptions ”).

(ii) The execution, delivery, and performance by the Company of this Agreement and the other Transaction Documents, the consummation of the Transactions, and compliance by the Company with any of the provisions of this Agreement and the Transaction Documents will not: (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any lien, security interest,

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charge, or encumbrance upon any of the properties or assets of the Company or any Significant Subsidiary under any of the terms, conditions, or provisions of (1) its amended and restated articles of incorporation, amended and restated by-laws, or other organizational documents or (2) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, or other instrument or obligation to which the Company or any Significant Subsidiary is a party or by which it or any Significant Subsidiary may be bound or to which the Company or any Significant Subsidiary or any of the properties or assets of the Company or any Significant Subsidiary may be subject or (B) subject to compliance with the statutes and regulations referred to in Section 2.2(b)(iii), violate any statute, rule, or regulation or any judgment, ruling, order, writ, injunction, or decree applicable to the Company or any Significant Subsidiary or any of their respective properties or assets except, in the case of clauses (A)(2) and (B), for those occurrences that, individually or in the aggregate, have not resulted in, and would not be reasonably likely to result in, a Company Material Adverse Effect.

(iii) Other than the filing of the Statement of Designation with the Registrar of Corporations of the Republic of the Marshall Islands of the Republic of the Marshall Islands, any current report on Form 6-K required to be filed with the Securities and Exchange Commission (the “ Commission ”), notice to or filing required by the New York Stock Exchange, consents or authorizations as have already been made or obtained, no notice to, filing with, exemption, or review by, or authorization, consent, or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Purchase, except for any notices, filings, exemptions, reviews, authorizations, consents, or approvals the failure of which to make or obtain have not resulted in, and would not be reasonably likely to result in, a Company Material Adverse Effect. The Company is a “foreign issuer” within the meaning of 16 C.F.R. §801.1(e)(2)(ii) and 16 C.F.R. § 802.51(a).

(e) Company Financial Statements .

(i) The financial statements (including the notes to those financial statements) of the Company and its predecessor that are included or incorporated by reference in the reports and forms filed with the Commission (the “ Filed Financial Statements ”) under the Securities Exchange Act of 1934 (the “ Exchange Act ”) on or after December 31, 2007 and that are filed before the applicable Closing Date present fairly in all material respects, or will present fairly in all material respects, the financial position of the Company as of the applicable dates and the results of its operations for the specified periods.

(ii) The internally prepared financial reports for the one-month periods ended October 31, November 30, and December 31, 2008 (the “ Interim Financial Statements ” and, together with the Filed Financial Statements, the “ Financial Statements ”) present fairly in all material respects, or will present fairly in all material respects, the financial position of the Company as of the applicable dates and the results of its operations for the specified periods.

(iii) The Financial Statements were or will be prepared in accordance with GAAP applied on a consistent basis (except as may be noted in the Financial Statements and except that the Interim Financial Statements do not have or will not have notes as may be required by GAAP and will be subject to normal year-end audit adjustments).

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(iv) KPMG LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent public accountants as required by the Exchange Act and the rules and regulations of the Commission.

(f) No Company Material Adverse Effect . Since October 1, 2008, no fact, circumstance, event, change, occurrence, condition, or development has occurred that, individually or in the aggregate, has resulted in, or would be reasonably likely to result in, a Company Material Adverse Effect.

(g) Reports .

(i) Since December 31, 2007, the Company has filed with the Commission all reports, forms, or other documents required to be filed by the Securities Act or the Exchange Act, as applicable (the “ SEC Reports ”), and the Company has complied in all material respects with the filing requirements of the Exchange Act or the Securities Act, as applicable.

(ii) The SEC Reports filed by the Company before the applicable Closing Date conform, or will conform, in all material respects, to the requirements of the Securities Act or the Exchange Act, as applicable. None of the SEC Reports contain, or will contain, an untrue statement of a material fact or omit, or will omit, to state a material fact required to be stated or necessary to make the statements in the SEC Reports, in the light of the circumstances in which they were made, not misleading.

(h) Litigation . Except as disclosed in the SEC Reports, there is pending no action, suit, or proceeding by or before any court, governmental agency, authority, or body (including the International Maritime Organization (the “ IMO ”)), or any arbitrator involving the Company, its property, or the Manager pending or, to the best knowledge of the Company, threatened, that would result in, or would be reasonably likely to result in, a Company Material Adverse Effect.

(i) Property . The Company owns, leases, possesses, or otherwise has the right to all assets that are necessary to the conduct of its business and operations. Each of the vessels set forth in Section 2.1(i)(A) of the Company Disclosure Schedule (the “ Vessels ”) is duly registered as a vessel in the sole ownership of the Company; the Company has good and marketable title to the Vessels, free and clear of all liens, claims, charges, debts, or encumbrances and defects of the title of record (the “ Liens ”) except for Permitted Liens, and each Vessel is in good standing with respect to the payment of past and current taxes, fees, and other amounts payable under the laws of Hong Kong as would affect its registry with Hong Kong, except, in both cases, those Liens or failures to pay taxes, fees, and other amounts as do not materially affect the value of such Vessels, taken as a whole, and do not materially interfere with the use of such Vessels as they have been used in the past. “ Permitted Liens ” means:

(i) Liens disclosed in Section 2.1(i)(B) of the Company Disclosure Schedule;

(ii) Liens disclosed in the SEC Reports or the Filed Financial Statements or securing liabilities reflected in the Filed Financial Statements;

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(iii) Liens for taxes, assessments, and similar charges that are not yet due or are being contested in good faith;

(iv) mechanic’s, materialman’s, carrier’s, repairer’s, and other similar Liens arising or incurred in the ordinary course of business or that are not yet due and payable or are being contested in good faith; and

(v) Liens incurred in the ordinary course of business since December 31, 2007.

(j) Taxes . The Company has filed all foreign and United States federal, state, and local tax returns that are required to be filed by it (or has requested appropriate extensions). Except as would not reasonably be likely to result in a Company Material Adverse Effect, the Company has paid all taxes required to be paid by. The Company has paid any other assessments, fines, or penalties levied against it, to the extent that any of the foregoing is due and payable, except for any assessment, fine, or penalty that is currently being contested in good faith and as to which the Company has set aside adequate reserves in accordance with GAAP.

(k) Employees and Labor Organizations . No labor problem or dispute with the employees of the Company or the Manager and its subsidiaries exists or, to the knowledge of the Company, is threatened or imminent. The Company is not aware of any existing or imminent labor disturbance by the employees of any of its or the Manager’s principal suppliers, contractors, or customers that would be reasonably likely to result in a Company Material Adverse Effect.

(l) Insurance . The Company is insured by insurers of recognized financial responsibility against losses and risks and in amounts that are reasonably adequate and customary in the businesses in which it is engaged. All policies of insurance and fidelity or surety bonds insuring the Company or its businesses, assets, employees, officers, and directors (“ Insurance Policies ”) are in full force and effect. The Company is in compliance with the terms of its Insurance Policies in all material respects, and there are no claims by the Company under any of its Insurance Policies as to which any insurance company or other institution is denying liability or defending under a reservation of rights clause. The Company has not been refused any insurance coverage sought or applied for, and the Company has no reason to believe that it will not be able to renew its existing Insurance Policies as and when they expire or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not be reasonably likely to result in a Company Material Adverse Effect.

(m) Licenses and Permits . The Company possesses all licenses, certificates, permits, and other authorizations (“ Permits ”) issued by the appropriate foreign and United States federal, state, or local regulatory authorities necessary to conduct its businesses and operations, except for those Permits that, if not obtained, would not be reasonably likely to result in a Company Material Adverse Effect. Neither the Company nor the Manager has received any notice of proceedings relating to the revocation or modification of any Permit that, individually or in the aggregate, if the subject of an unfavorable decision, ruling, or finding, would result in, or would be reasonably likely to result in, a Company Material Adverse Effect.

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(n) Internal Controls . The Company and the Manager maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s internal controls over financial reporting are effective. As of the date of this Agreement, the Company is not aware of any material weakness in its internal control over financial reporting. The Company maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act) and its disclosure controls and procedures are effective.

(o) Environmental Laws . Except as disclosed in the SEC Reports, the Company is (i) in compliance with any and all applicable foreign and United States federal, state, and local laws and regulations, including those of the IMO, relating to the protection of human health and safety, the environment, hazardous or toxic substances, wastes, pollutants, or contaminants (“ Environmental Laws ”) and (ii) has received and is in compliance with all Permits required of it under applicable Environmental Laws to conduct its businesses. Neither the Company nor the Manager have received notice of any actual or potential liability of the Company under any Environmental Law, except where such non-compliance with Environmental Laws, failure to receive required Permits, or liability would not, individually or in the aggregate, be reasonably likely to result in a Company Material Adverse Effect. The Company has not been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

(p) Material Agreements .

(i) Section 2.1(p) of the Company Disclosure Schedule sets forth all of the following contracts and agreements as of the date of this Agreement (the “ Material Contracts ”):

(A) any agreement relating to the employment of, or the performance of services by, any of the Company’s officers or the Manager’s officers;

(B) except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise (the “ Credit Agreements ”);

(C) any agreement with the Manager relating to the management and operation of the Company’s business and the maintenance of the Vessels;

(D) any agreement relating to the construction of the Vessels for the Company;

(E) any time charter; and

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(F) any other contract, agreement, or commitment not otherwise required to be listed on the Company Disclosure Schedule by the above items of this Section 2.1(p), (1) the termination of which would result in, or be reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect or (2) that, if no required consent regarding the Transactions is obtained, would result in, or be reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect.

(ii) As of the date of this Agreement, each Material Contract is in full force and effect and is a valid and binding obligation of the Company, and, to the knowledge of Company, neither the Company nor any other party is in breach of or default under any Material Contract, except for those failures to be in full force and effect or breaches or defaults that would not result in, or be reasonably likely to result in, individually or in the aggregate, a Company Material Adverse Effect. As of the date of this Agreement, none of the parties to any of the Material Contracts has indicated in writing directed to the Company that it (A) intends to terminate the Material Contract, (B) intends to materially reduce the amount of its business with the Company; or (C) will be unable to meet its obligations under the applicable Material Contract.

(q) Intellectual Property . The Company owns, possesses, licenses, or has other rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how, and other intellectual property (collectively, the “ Intellectual Property ”) necessary for the conduct of the Company’s business and operations as now conducted, except where the failure to possess rights to use the Intellectual Property does not result in, and would not be reasonably likely to result in, a Company Material Adverse Effect. The Company has no reason to believe that the conduct of its businesses and operations will conflict with, and has not received any notice of any claim of conflict with, any Intellectual Property rights of others.

(r) Dividends . All dividends and other distributions declared and payable on the shares of Common Stock and Preferred Stock may, under the current laws and regulations of the Republic of the Marshall Islands and any political subdivisions thereof, be paid in United States dollars and may be freely transferred out of the Republic of the Marshall Islands. No dividends or other distributions will be subject to withholding or other taxes under the laws and regulations of the Republic of the Marshall Islands, and all dividends or other distributions are otherwise free and clear of any other tax, withholding, or deduction and without the necessity of obtaining any consents, approvals, authorizations, orders, licenses, registrations, clearances, or qualifications of or with any court or governmental agency or body in the Republic of the Marshall Islands. Except for any restrictions under applicable law and under the Credit Agreements, the Company is not prohibited, directly or indirectly, from paying any dividends, from making any other distribution, from repaying any loans or advances, or from transferring any of its property or assets.

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2.2 Representations and Warranties of the Investor . Each Investor represents to Company, severally but not jointly (with each Investor’s representation being only as to that Investor), as follows:

(a) Status . The Investor has been duly organized and is validly existing under applicable law.

(b) Authorization, Enforceability .

(i) The Investor has the power and authority, corporate or otherwise, to execute and deliver and to carry out its obligations under this Agreement and the Transaction Documents. The execution, delivery, and performance by the Investor of this Agreement and the other Transaction Documents and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of the Investor, and no further approval or authorization is required on the part of the Investor. This Agreement and the other Transaction Documents are or will be valid and binding obligations of the Investor enforceable against the Investor in accordance with their respective terms, except as the same may be limited by applicable Bankruptcy Exceptions.

(ii) The execution, delivery, and performance by the Investor of this Agreement and the other Transaction Documents and the consummation of the Transactions and compliance by the Investor with any of the provisions of this Agreement and the Transaction Documents will not: (A) violate, conflict with, or result in a breach of any provision of its amended and restated articles of incorporation, amended and restated by-laws, or other formation documents or (B) subject to compliance with the statutes and regulations referred to in Section 2.2(b)(iii), violate any statute, rule, or regulation or any judgment, ruling, order, writ, injunction, or decree applicable to the Investor except, in the case of clause (B), for those occurrences that, individually or in the aggregate, have not resulted in, and would not be reasonably likely to result in, an Investor Material Adverse Effect.

(iii) Other than those that have already been made or obtained, no notice to, filing with, exemption or review by, or authorization, consent, or approval of any Governmental Entity is required to be made or obtained by the Investor in connection with the consummation of the Transactions by the Investor, except for any notices, filings, exemptions, reviews, authorizations, consents, or approvals, the failure of which to make or obtain would not be reasonably likely to result in an Investor Material Adverse Effect. For purposes of the foregoing representation, the Investor has relied on the accuracy of the Company’s representation in Section 2.1(d)(iii) with respect to its status as a “foreign issuer” within the meaning of 16 C.F.R. §801.1(e)(2)(ii) and 16 C.F.R. § 802.51(a).

ARTICLE III

COVENANTS

3.1 Commercially Reasonable Efforts . Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or desirable or advisable under applicable laws so as to permit consummation of the Transactions as promptly as practicable, and each of the parties will use commercially reasonable efforts to cooperate with the other party to that end.

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3.2 Sufficiency of Authorized Voting Common Stock . During the period from the Closing Date until the date on which all of the Purchased Shares are converted into Common Stock, the Company will at all times have reserved for issuance, free of preemptive or similar rights, a sufficient number of authorized and unissued Class A Common Shares to effectuate the conversion of all of the Purchased Shares in accordance with the terms of the Statement of Designation. Nothing in this Section 3.2 will prevent the Company from satisfying its obligations in respect of the conversion of the Purchased Shares by delivery of Class A Common Shares that are held in Company’s treasury.

3.3 Certain Notifications Until Closing . From the date of this Agreement until the Closing, each party will promptly notify the other party of (a) any fact, event, or circumstance of which it is aware and that would be reasonably likely to cause any representation or warranty of that party contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of that party contained in this Agreement not to be complied with or satisfied in any material respect and (b) any fact, circumstance, event, change, occurrence, condition, or development of which it is aware and that, individually or in the aggregate, has resulted in or would be reasonably likely to result in a Company Material Adverse Effect or an Investor Material Adverse Effect, as the case may be. Delivery of any notice pursuant to this Section 3.3 will not limit or affect any rights of or remedies available to the other party.

3.4 Delivery of Interim Financial Statements . The Company will deliver to the Investors the internally prepared financial report for the one-month period ended December 31, 2008 as soon as practicable after the completion of the reports.

ARTICLE IV

ADDITIONAL AGREEMENTS

4.1 Purchase for Investment . Each Investor acknowledges that the Purchased Shares have not been registered under the Securities Act or under any state securities laws. Each Investor (i) is acquiring the Purchased Shares under an exemption from registration under the Securities Act solely for investment with no present intention to distribute them to any person in violation of the Securities Act or any applicable U.S. state securities laws; (ii) will not sell or otherwise dispose of any of the Purchased Shares except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws; (iii) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of the Purchase and of making an informed investment decision and has conducted a review of the business and affairs of the Company that it considers sufficient and reasonable for purposes of consummating the Transactions; (iv) is able to bear the economic risk of the Purchase and at the present time is able to afford a complete loss of such investment; and (v) is an “accredited investor” (as that term is defined by Rule 501 under the Securities Act).

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4.2 Legend . Each Investor agrees that all certificates or other instruments representing Purchased Shares will bear a legend substantially to the following effect:

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.”

In the event that any Purchased Shares become registered under the Securities Act in accordance with the Registration Rights Agreement, upon surrender of the previously issued Purchased Share certificates, the Company will issue new certificates or other instruments representing the Purchased Shares or that will not contain the portion of the above legend that is no longer applicable.

Each Investor agrees that all certificates or other instruments representing Purchased Shares, or shares of Common Stock issuable pursuant to the terms of the Purchased Shares, that are issued to residents of a province or territory of Canada will bear the following legend:

“UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [ INSERT DATE THAT THE PURCHASED SHARE WAS DISTRIBUTED ], AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY IN CANADA.”

4.3 Indemnification of Directors . In accordance with the Statement of Designation, the Investors have the right to appoint two members to the Company’s Board of Directors (the “ Investor Appointed Directors ”). Upon the appointment of any Investor Appointed Directors, the Company will execute an indemnification agreement with each of the Investor Appointed Directors providing the same indemnification as is provided to the other members of the Company’s Board of Directors.

4.4 Canadian Resident Investors . If an Investor is resident in a province or territory of Canada, then such Investor acknowledges and agrees that it is bound by the terms and conditions set forth on Annex 4.4 and that the Company is relying upon the representations and warranties contained therein in entering into this Agreement with such Investor. If an Investor is not resident in a province or territory of Canada then such Investor is not bound by those terms and conditions.

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ARTICLE V

MISCELLANEOUS

5.1 Interpretation . Unless otherwise indicated, when a reference is made in this Agreement to “Recitals,” “Articles,” “Sections,” “Schedules,” “Annexes,” or “Exhibits,” the reference is to a recital, article, section, schedule, annex, or exhibit to this Agreement. The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The table of contents and headings contained in this Agreement are for reference purposes only and are not part of this Agreement. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they are deemed followed by the words “without limitation.” No rule of construction against the draftsperson will be applied in connection with the interpretation or enforcement of this Agreement, as this Agreement is the product of negotiation between sophisticated parties advised by counsel. All references to “US$” or “$” or “USD” or “dollars” mean the lawful currency of the United States of America. Except as expressly stated in this Agreement, all references to any statute, rule, or regulation are to the statute, rule, or regulation as amended, modified, supplemented, or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute), and all references to any section of any statute, rule, or regulation include any successor to that section. References to a “business day” mean a business day in the City of New York. The term “affiliate” means, with respect to any person, any other person directly or indirectly controlling, controlled by, or under common control with that person. For purposes of this definition, “control” when used with respect to any person, means the possession, directly or indirectly, of the power to cause the direction of management or policies of that person, whether through the ownership of voting securities, by contract, or otherwise.

5.2 Termination . This Agreement may be terminated at any time before the First Closing or the Second Closing, as applicable, (a) by either Deep Water Holdings, LLC (the “ DW Investor ”) or the Company in the event that any Governmental Entity will have issued an order, decree, or ruling or taken any other action restraining, enjoining, or otherwise prohibiting the Transactions and that order, decree, ruling, or other action is nonappealable or (b) by the mutual written consent of any of the Investors (with respect to itself only) and the Company. In the event of termination of this Agreement as provided in clause (a) of this Section 5.2, this Agreement will be void and there will be no liability on the part of any party. In the event of termination of this Agreement as provided in clause (b) of this Section 5.2, this Agreement will be void as to the Company and the terminating Investor and there will be no liability on the part of the Company or the terminating Investor. Nothing in this Section 5.2 will relieve any party from liability for any breach of this Agreement.

5.3 Amendment . No amendment of any provision of this Agreement will be effective unless made in writing and signed by a duly authorized officer or director of each of the Company and the DW Investor.

5.4 Waiver of Conditions . The conditions to each party’s obligation to consummate the Transactions are for the sole benefit of the respective party and may be waived by that party in whole or in part to the extent permitted by applicable law. No waiver will be effective unless it is in a writing signed by a duly authorized officer or director of the waiving party that makes express reference to the provision or provisions subject to the waiver.

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5.5 Counterparts and Facsimile . For the convenience of the parties, this Agreement may be executed in any number of separate counterparts, each counterpart being deemed to be an original instrument. All counterparts will together constitute the same agreement. Executed signature pages to this Agreement may be delivered by facsimile and facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

5.6 Governing Law; Submission to Jurisdiction, Etc . This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York. Each of the parties agrees (a) to submit to the non-exclusive personal jurisdiction of the State or Federal courts in the City of Seattle, Washington, (b) that non-exclusive jurisdiction and venue will lie in the State or Federal courts in the City of Seattle, Washington, and (c) that notice may be served upon the respective party at the address and in the manner set forth for in Section 5.7. To the extent permitted by applicable law, each of the parties unconditionally waives trial by jury in any legal action or proceeding relating to the Transaction Documents or the Transactions.

5.7 Notices . Any notice, request, instruction, or other document to be given under this Agreement by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt or (b) on the second business day following the date of dispatch if delivered by a recognized next day courier service. All notices under this Agreement will be delivered as set forth below, or in accordance with other instructions designated in writing by the party to receive notice.

(a) If to an Investor:

To the address(es) set forth on Annex 1.1.

(b) If to the Company:

Seaspan Corporation

Unit 2, 7 ^th Floor, Bupa Center

141 Connaught Road West

Hong Kong, China

Attention: Sai W. Chu, Chief Financial Officer

Facsimile: +852 2540 1689

with a copy to:

Seaspan Corporation

c/o 2600 - 200 Granville St.

Vancouver, BC V6C 1S4

Canada

Attention: Christa Scowby, Corporate Secretary

Facsimile: 604-648-9514

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and to:

Vinson & Elkins LLP

666 Fifth Avenue, 26 ^th Floor

New York, New York 10103

Attention: Charlie Carpenter

Facsimile: 212-237-0100

5.8 Entire Agreement . This Agreement (including the Schedules and Exhibits) and the other Transaction Documents constitute the entire agreement, and supersede all other prior agreements, understandings, representations, and warranties, both written and oral, between the parties, with respect to the subject matter of this Agreement, including the term sheets executed by the Company and the Investors with respect to the issuance and purchase of the Purchased Shares.

5.9 Assignment . Neither this Agreement, nor any right, remedy, obligation, or liability arising under or by reason of this Agreement, will be assignable by the Company without the prior written consent of the Investors. Each Investor may assign this Agreement, and its rights, remedies, and obligations under this Agreement, at any time, to any other Investor, to any affiliate of any Investor and to any other third party in connection with any transfer of the Purchased Shares. No assignment will relieve the assigning party of its obligations to complete the purchase of Purchased Shares in accordance with the terms of this Agreement. Any attempt to assign any right, remedy, obligation, or liability without the required consent will be void.

5.10 Severability . If any provision of this Agreement or a Transaction Document is determined by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement will remain in full force and effect and will in no way be affected, impaired, or invalidated so long as the economic or legal substance of the Transactions are not affected in any manner materially adverse to any party. Upon such determination, the parties will negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

5.11 No Third Party Beneficiaries . Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person or entity other than the Company and the Investors, or their permitted assignees, any benefits, rights, or remedies.

5.12 Survival of Representations and Warranties . The representations, warranties, and covenants contained in this agreement that (a) by their nature are to be performed after the Closing Date or (b) are contained in Sections 2.1(a), 2.1(b), 2.1(c), 2.1(d), 2.1(j), and 2.1(r) will survive indefinitely after the execution and delivery of this Agreement. All other representations, warranties, and covenants contained in this Agreement will survive the execution and delivery of this Agreement and will expire 30 days after the Company has filed its annual report for Fiscal Year 2009 on Form 20-F with the Commission, except to the extent a written claim for breach of a representation, warranty, or covenant is given to the Company before the expiration of that representation, warranty, or covenant. Nothing in this Section 5.12 will be construed as waiving or limiting any rights the Investors may have under applicable federal and state securities laws. The Investors will have the right to rely on the representations and warranties made by the Company without regard to any investigation conducted by any Investor or by any Investor’s counsel or advisors.

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5.13 Exculpation Among Investors and Acknowledgement Regarding Counsel . Each Investor acknowledges that it is not relying upon any person, firm, or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no other Investor and none of the other Investors’ respective controlling persons, officers, directors, partners, agents, or employees will be liable for any actions that have been or may be taken, or for the failure to have taken or to take any action, in connection with the Transactions. Each party acknowledges that K&L Gates LLP has acted as counsel solely to the DW Investor and its affiliates and has not acted on behalf of any other Investor in connection with the negotiation of the terms of the Transaction Documents and the Transactions.

[ signature page follows ]

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SIGNATURE PAGE TO PREFERRED STOCK PURCHASE AGREEMENT

In Witness Whereof , this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first herein above written.

Solely for purposes of Section 2.1 and ARTICLE V:

[ additional signature page follows ]

SIGNATURE PAGE TO PREFERRED STOCK PURCHASE AGREEMENT

Exhibit 10.2

AMENDMENT NO. 1 TO SHAREHOLDERS RIGHTS AGREEMENT

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.

WHEREAS , the Corporation has authorized and issued a new class of preferred shares, designated the “12% Cumulative Preferred Shares—Series A,” to certain investors on the date hereof; and

WHEREAS , the Board of Directors of the Corporation now desires to amend the Agreement and has authorized the Agreement to be amended as set forth in this Amendment.

NOW, THEREFORE , in consideration of the foregoing and acting pursuant to the power and authority granted to the Corporation under Section 27 of Agreement, the Corporation hereby amends the Agreement as follows:

1. Section 1. Certain Definitions .

“ Investors ” shall collectively refer to Deep Water Holdings, LLC, Tiger Container Shipping Co. Ltd, CopperLion Capital (KRW) I Limited Partnership and CopperLion Capital (KLW) I Limited Partnership, the purchasers of the Series A.

“ Series A ” shall mean the Corporation’s Cumulative Preferred Shares—Series A, par value $0.01.

“ Stock Purchase Agreement ” shall mean the Preferred Stock Purchase Agreement dated January 22, 2009 by and among the Corporation and the Investors.

“Notwithstanding the foregoing, no Investor shall be deemed to be an “Acquiring Person” as a result of the transactions contemplated by the Stock Purchase Agreement, including the purchase by the Investors of the Series A, and any Common Shares, Series A or any other equity securities of the Corporation pursuant to the Investors’ preemptive rights under the Statement of Designation of the Series A and the issuance by the Corporation to the Investors of any Common Shares pursuant to the terms of the Series A including upon the conversion of the Series A; provided, however , any Common Shares held by the Investors prior to the date hereof and any Common Shares acquired by the Investors subsequent to the date hereof other than pursuant to the transactions contemplated by the Stock Purchase Agreement shall be considered as Beneficially Owned by such Investors in determining whether such Investor shall constitute an Acquiring Person under the Agreement; provided, further , that the provisions set forth in this sentence only apply to the Investors acquiring securities under the Stock Purchase Agreement and such provisions are not transferable other than to Affiliates of the Investors.”

“Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred as a result of (i) the execution and delivery of the Stock Purchase Agreement or (ii) the consummation of the transactions contemplated by the Stock Purchase Agreement.”

“For purposes of this Agreement, the term Preferred Shares does not include the Series A.”

“Notwithstanding anything in this Agreement to the contrary, a Shares Acquisition Date shall not be deemed to have occurred as a result of (i) the execution and delivery of the Stock Purchase Agreement or (ii) the consummation of the transactions contemplated by the Stock Purchase Agreement.”

2. Exhibit A . The number of shares of constituting the series in Section 1 of Exhibit A shall be “1,000,000,” and all references to “Series A Participating Preferred Stock” are replaced with “Series B Participating Preferred Stock.”

3. Exhibit B . The phrase “, as amended from time to time” is inserted before “(the “Rights Agreement”)” in the first paragraph under the heading “RIGHTS CERTIFICATE—SEASPAN CORPORATION” in Exhibit B .

4. Governing Law . This Amendment shall be governed by and construed in accordance with the laws of New York.

5. Ratification . In all other respects, the Agreement is hereby ratified and confirmed and shall remain in full force and effect.

6. Counterparts . This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF , the undersigned has executed this Amendment as of the date first written above.

S IGNATURE P AGE

A MENDMENT N O . 1 TO S HAREHOLDERS R IGHTS A GREEMENT

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

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 ”).

RECITALS

A. The Preferred Stock Purchase Agreement . The Company and the Investors are parties to a Preferred Stock Purchase Agreement, made as of January 22, 2009 (the “ Purchase Agreement ”), pursuant to which each Investor is purchasing Securities (defined below) from the Company in an amount set forth next to the respective Investor’s name on Schedule 1.1 of the Purchase Agreement.

B. Registration Rights . In connection with the consummation of the transactions contemplated by the Purchase Agreement, and pursuant to the terms of the Purchase Agreement, the parties desire to enter into this Agreement in order to grant certain registration rights to the Investors as set forth below.

NOW, THEREFORE, in consideration of the premises and of the representation, warranties, covenants and agreements set forth herein, the parties agree as follows:

ARTICLE I

GENERAL

1.1 Definitions . As used in this Agreement, the following terms shall have the following respective meanings:

“ Affiliate ” has the meaning specified in Rule 12b-2 under the Exchange Act.

“ Agreement ” has the meaning set forth in the Preamble above.

“Business Day” means a business day in the City of New York.

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

“Company” shall have the meaning set forth in the Preamble.

“ Company Public Sale ” has the meaning set forth in Section 2.2(a).

“ Demand Notice ” has the meaning set forth in Section 2.1(d).

“ Demand Registration ” has the meaning set forth in Section 2.1(a).

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“ Demand Registration Statement ” has the meaning set forth in Section 2.1(a).

“ Demanding Investor ” has the meaning set forth in Section 2.1(a).

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“ Holder ” means each Investor and any other holder of Registrable Securities to whom the registration rights conferred by this Agreement have been assigned in compliance with Section 2.9 hereof.

“ Holders’ Counsel ” means one counsel for the selling Holders chosen by Holders holding a majority interest in the Registrable Securities being registered.

“ Indemnitee ” has the meaning set forth in Section 2.8(a).

“Investor” shall have the meaning set forth in the Preamble.

“ Material Adverse Change ” means (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States; (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States; and (iii) any event, change, circumstance or effect that is or is reasonably likely to be materially adverse to the business, properties, assets, liabilities, condition (financial or otherwise), operations, results of operations or prospects of the Company and its subsidiaries taken as a whole.

“ NYSE ” means the New York Stock Exchange, Inc.

“ Person ” means any individual, corporation, partnership, joint venture, limited liability company, business trust, joint stock company, trust or unincorporated organization or any government or any agency or political subdivision thereof.

“ Piggyback Registration ” has the meaning set forth in Section 2.2(a).

“ Purchase Agreement ” has the meaning ascribed to it in Recital A.

“ Register ,” “ registered ,” and “ registration ” shall refer to a registration effected by preparing and (a) filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of effectiveness of such registration statement or (b) filing a prospectus and/or prospectus supplement in respect of an appropriate effective registration statement on Form F-3 or S-3.

“ Registrable Securities ” means the Shares; provided that the Shares shall cease to be Registrable Securities when (i) they are sold pursuant to an effective registration statement under the Securities Act, (ii) they are sold pursuant to Rule 144, (iii) they shall have ceased to be

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outstanding (iv) they have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the Shares or (v) they have been otherwise transferred and new certificates for them not bearing a legend restricting transfer under the Securities Act shall have been delivered by the Company and such securities may be publicly resold without registration under the Securities Act. No Registrable Securities may be registered under more than one registration statement at any one time.

“ Registration Expenses ” shall mean all expenses incurred by the Company in effecting any registration pursuant to this Agreement, including, without limitation, (i) all registration and filing fees and any other fees and expenses associated with filings required to be made with the SEC or the NYSE (or any other securities exchange or inter-dealer quotation system on which Common Shares are at such time admitted for trading or otherwise quoted), (ii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iii) fees and disbursements of counsel for the Company, (iv) Blue Sky fees and expenses, (v) all reasonable fees and disbursements of Holders’ Counsel, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vii) expenses of the Company’s independent accountants in connection with any regular or special reviews or audits incident to or required by any such registration, (viii) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (ix) all fees and expenses of any special experts or other Persons retained by the Company in connection with any registration, and (x) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties).

“ Scheduled Black-out Period ” means the period beginning two weeks preceding the last day of a fiscal quarter of the Company to and including the second business day after the day on which the Company publicly releases its earnings for such fiscal quarter.

“ SEC ” or “ Commission ” means the Securities and Exchange Commission and any successor agency.

“ Securities ” shall mean the 12% Cumulative Preferred Shares—Series A of the Company purchased by the Investors pursuant to the terms of the Purchase Agreement.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, or similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“ Selling Expenses ” shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities.

“ Shares ” mean shares of Common Shares issued by the Company or issuable by the Company pursuant to the terms of Securities.

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“ Shelf Registration Statement ” has the meaning set forth in Section 2.1(g).

“ Shelf Suspension ” has the meaning set forth in Section 2.1(h).

ARTICLE II

REGISTRATION

2.1 Demand Registration .

(a) Subject to the conditions of this Section 2.1, if at any time the Company shall receive a written request from an Investor or group of Investors that the Company register under the Securities Act at least 3,333,333 Shares (a “ Demanding Investor ”) then the Company shall, subject to the limitations of this Section 2.1, effect, as promptly as reasonably practicable, the registration under the Securities Act of all Registrable Securities that the Investor requests to be registered. Any such requested registration shall hereinafter be referred to as a “ Demand Registration ” and any such registration statement filed with the SEC shall be referred to as a “ Demand Registration Statement .”

(b) If a demanding Investor so elects, an offering of Registrable Securities pursuant to a Demand Registration shall be in the form of an underwritten offering. Such demanding Investor shall have the right to select the managing underwriter or underwriters to administer the offering; provided such managing underwriter or underwriters shall be reasonably acceptable to the Company.

(c) The Company shall not be required to effect a registration pursuant to this Section 2.1: (i) prior to such time that any of the Securities shall have converted into Common Shares pursuant to the terms of the Securities; (ii) after the Company has effected four (4) registrations pursuant to this Section 2.1, and each of such registrations has been declared or ordered effective and kept effective by the Company as required by Section 2.4(a) of this Agreement; (iii) with respect to a registration of Registrable Securities during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the launch date of, and ending on a date ninety (90) days after the closing date of, a Company-initiated registered offering of equity securities or securities convertible into or exchangeable for equity securities; provided that the Company is actively employing in good faith all commercially reasonable efforts to launch such registered offering; (iv) during any Scheduled Black-out Period; (v) if the Company has notified the Investor that in the good faith judgment of the Company, it would be materially detrimental to the Company or its securityholders for such registration to be effected at such time or (vi) if the filing or initial effectiveness of a Demand Registration Statement at any time would require the Company to make disclosure of any event that the Board of Directors of the Company determines would not be in the best interests of the Company and its shareholders due to a pending transaction, investigation or other event, including any public disclosure of material non-public information, where such disclosure would, at that time, materially adversely affect the Company and its shareholders, in which events described above in clauses (iii), (iv) and (v), the Company shall have the right to defer such filing for a period of not more than ninety

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(90) days after receipt of the request of the Investor; provided that such right to delay a request shall be exercised by the Company for not more than two periods in any twelve (12) month period and not more than ninety (90) days in the aggregate in any twelve (12) month period.

(d) Promptly upon receipt of any request for a Demand Registration pursuant to Section 2.1(a) (but in no event more than five Business Days thereafter), the Company shall deliver a written notice (a “ Demand Notice ”) of any such registration request to all other Holders of Registrable Securities, and the Company shall include in such Demand Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten Business Days after the date that the Demand Notice has been delivered. All requests made pursuant to this Section 2.1(d) shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities.

(e) If the managing underwriter or underwriters of a proposed underwritten offering of the Registrable Securities included in a Demand Registration advise the Board of Directors of the Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Demand Registration shall be:

(i) first, up to 100% of the Registrable Securities that the demanding Investor or Investors proposes (or propose) to include in the Demand Registration;

(ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner); and

(iii) third, and only if all the securities referred to in clause (ii) have been included, the number of securities that the Company proposes to include in such registration that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect.

(g) One registration pursuant to this Section 2.1 may be required by a demanding Investor to be effected by means of a shelf registration statement filed with the SEC if the Company qualifies to file using either (i) Form F-3 or S-3 or (ii) any successor form or other appropriate form under the Securities Act (a “ Shelf Registration Statement ”) relating to any or all of the Registrable Securities in accordance with the methods and distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act. The Company shall use its commercially reasonable efforts to cause any Shelf Registration Statement to remain effective, including by filing extensions of the Shelf Registration Statement, until the termination

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of the period contemplated in Section 2.6. The Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus forming a part thereof to be usable by Holders until the earlier of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another registration statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder) and (ii) until the termination of the period contemplated in Section 2.6.

(h) If the continued use of such Shelf Registration Statement at any time would require the Company to make disclosure of any event that the Board of Directors of the Company determines would not be in the best interests of the Company and its shareholders due to a pending transaction, investigation or other event, including any public disclosure of material non-public information, where such disclosure would, at that time, materially adversely affect the Company and its shareholders, the Company may, upon giving at least ten days’ prior written notice of such action to the Holders, suspend all Holders’ ability to use the Shelf Registration Statement (a “ Shelf Suspension ”); provided that the Company shall not be permitted to exercise a Shelf Suspension for more than two periods in any twelve (12) month period and not more than ninety (90) days in the aggregate in any twelve (12) month period. In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders upon the termination of any Shelf Suspension, amend or supplement the prospectus, if necessary, so it does not contain any material untrue statement or omission and furnish to the Holders such numbers of copies of the prospectus as so amended or supplemented as the Holders may reasonably request.

2.2 Piggyback Registration .

(a) If the Company at any time proposes to file a registration statement under the Securities Act with respect to any offering of its securities for its own account or for the account of any other Persons (other than (i) a Demand Registration under Section 2.1, (ii) a registration on Form F-4 or S-8 or any successor form to such referenced forms or (iii) a registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (a “ Company Public Sale ”), then, as soon as practicable (but in no event less than 30 days prior to the proposed date of filing of such registration statement), the Company shall give written notice of such proposed filing to all Holders of Registrable Securities, and such notice shall offer each Holder the opportunity to Register under such registration statement such number of Registrable Securities as each such Holder may request in writing (a “ Piggyback Registration ”). Subject to Section 2.2(b), the Company shall include in such registration statement all such Registrable Securities that are requested to be included therein within 15 days after such notice is delivered; provided that if at any time after giving written notice of its intention to Register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to Register or to delay registration of such securities, the Company shall give written notice of such determination to each Holder and, thereupon:

(i) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders of Registrable Securities entitled to request that such registration be effected as a Demand Registration under Section 2.1; and

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(ii) in the case of a determination to delay Registering, in the absence of a request for a Demand Registration, shall be permitted to delay Registering any Registrable Securities, for the same period as the delay in Registering such other securities. If the offering pursuant to such registration statement is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such underwritten offering. If the offering pursuant to such registration statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis.

Each Holder of Registrable Securities shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such registration statement.

(b) If the managing underwriter or underwriters of any proposed underwritten offering of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities which such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such registration shall be:

(i) first, up to 100% of the securities that the Company or (subject to Section 2.12) any Person (other than a Holder) exercising a contractual right to demand registration, as the case may be, proposes to sell;

(ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such registration based on the relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner); and

(iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such registration, any other securities eligible for inclusion in such registration.

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(c) No registration of Registrable Securities effected pursuant to a request under this Section 2.2 shall be deemed to have been effected pursuant to Section 2.1 or shall relieve the Company of its obligations under Section 2.1.

2.3 Expenses of Registration . Except as specifically provided herein, all Registration Expenses incurred in connection with any registration, qualification or compliance hereunder shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the holders of the securities so registered pro rata on the basis of the aggregate offering or sale price of the securities so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 2.1, the request of which has been subsequently withdrawn by the Investor or requesting Holder(s) unless (a) the withdrawal is based upon (i) the occurrence of a Material Adverse Change, or (ii) material adverse information concerning the Company that the Company had not publicly revealed at least forty-eight (48) hours prior to the request or that the Company had not otherwise notified the Investor or requesting Holders of at the time of such request or (b) the Investor or the Holders of a majority of Registrable Securities, as the case may be, agree to forfeit their right to one requested registration pursuant to Section 2.1, as applicable, in which event such right shall be forfeited by all Holders.

If the Demanding Investor and/or the Holders are required to pay Registration Expenses, such expenses shall be borne by the Demanding Investor or the Holders requesting such registration in proportion to the number of Shares (either outstanding or issuable pursuant to the terms of the Securities) for which registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then the Demanding Investor or the Holders, as the case may be, shall not forfeit their rights pursuant to Section 2.1.

2.4 Obligations of the Company . Whenever required to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably practicable:

(a) Prepare and file with the SEC not later than sixty (60) days after the request a registration statement with respect to such Registrable Securities and use all commercially reasonable efforts to cause such registration statement to become effective, or prepare and file with the SEC a prospectus supplement with respect to such Registrable Securities pursuant to an effective registration statement and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective or such prospectus supplement current, for up to one hundred and twenty (120) days other than a registration statement required by the Investor to be effected by means of a Shelf Registration Statement pursuant to Section 2.1(g) or, if earlier, until the Holder or Holders have completed the distribution related thereto.

(b) Prepare and file with the SEC such amendments and supplements to the applicable registration statement and the prospectus or prospectus supplement used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in paragraph (a) above.

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(c) Furnish to the Holders such number of copies of the applicable registration statement and each such amendment and supplement thereto (including in each case all exhibits) and of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d) Use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, to keep such registration or qualification in effect for so long as such registration statement remains in effect, and to take any other action which may be reasonably necessary to enable such seller to consummate the disposition in such jurisdictions of the securities owned by such Holder; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e) Enter customary agreements (including if the method of distribution is by means of an underwriting, an underwriting agreement in customary form with the managing underwriter(s) of such offering) and take such other actions (including participating in and making documents available for the due diligence review of underwriters if the method of distribution is by means of an underwriting) as are reasonably required in order to facilitate the disposition of such Registrable Securities. Each Holder participating in such underwriting shall also enter into and perform its obligations under such underwriting agreement.

(f) Notify each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the applicable prospectus, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

(g) Use its commercially reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of outside legal counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent registered public accountants of the Company, in form and substance as is customarily given by independent registered public accountants to underwriters in an underwritten public offering addressed to the underwriters.

(h) Give written notice to the Holders:

(i) when any registration statement filed at the request of the Demanding Investor pursuant to Section 2.1 or any amendment thereto has been filed with the SEC and when such registration statement or any post-effective amendment thereto has become effective;

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(ii) of any request by the SEC for amendments or supplements to any registration statement filed at the request of the Demanding Investor pursuant to Section 2.1 or the prospectus included therein or for additional information;

(iii) of the issuance by the SEC of any stop order suspending the effectiveness of any registration statement filed at the request of the Demanding Investor pursuant to Section 2.1 or the initiation of any proceedings for that purpose;

(iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Common Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(v) of the occurrence of any event that requires the Company to make changes in any effective registration statement filed at the request of the Investor pursuant to Section 2.1 or the prospectus related to the registration statement in order to make the statements therein not misleading (which notice shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made).

(i) Use its commercially reasonable efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of any registration statement referred to in Section 2.4(h)(iii) at the earliest practicable time.

(j) Upon the occurrence of any event contemplated by Section 2.4(h)(v) above, promptly prepare a post-effective amendment to such registration statement or a supplement to the related prospectus or file any other required document so that, as thereafter delivered to the Holders, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with Section 2.4(h)(v) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Holders shall suspend use of such prospectus and use their commercially reasonable efforts to return to the Company all copies of such prospectus (at the Company’s expense) other than permanent file copies then in such Holder’s possession, and the period of effectiveness of such registration statement provided for above shall be extended by the number of days from and including the date of the giving of such notice to the date Holders shall have received such amended or supplemented prospectus pursuant to this Section 2.4(j).

(k) Use commercially reasonable efforts to procure the cooperation of the Company’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders or the underwriters.

2.5 Suspension of Sales . During any Scheduled Black-out Period or upon receipt of written notice from the Company that a registration statement, prospectus or prospectus supplement contains or may contain an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not

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misleading or that circumstances exist that make inadvisable use of such registration statement, prospectus or prospectus supplement, each Investor who holds, and each Holder of, Registrable Securities shall forthwith discontinue disposition of Registrable Securities until termination of such Scheduled Black-Out Period or until the Demanding Investor and/or Holder has received copies of a supplemented or amended prospectus or prospectus supplement, or until such Holder is advised in writing by the Company that the use of the prospectus and, if applicable, prospectus supplement may be resumed, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the prospectus and, if applicable, prospectus supplement covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension (other than a suspension due to a Scheduled Black-out Period) may be in effect in any twelve-month period shall not exceed the excess of 90 days over the number of days in such twelve-month period that the Company has delayed effecting a registration in reliance on Section 2.1(c)(v) and the number of days in such twelve-month period that the Company has suspended a Shelf Registration Statement in reliance on Section 2.1(h).

2.6 Termination of Registration Rights . The registration rights granted under this Article II shall terminate with respect to any Holder as of the last day of the first calendar month in which the sum of the Shares held by such Holder and the maximum number of Shares issuable upon conversion of the Securities held by such Holder may be sold in a single transaction without limitation under Rule 144.

2.7 Delay of Registration; Furnishing Information .

(a) Neither the Demanding Investor nor any Holder shall use any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with the sale of Registrable Securities without the prior written consent of the Company.

(b) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2.1 that the selling Investors and/or Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to effect the registration of their Registrable Securities.

2.8 Indemnification .

(a) The Company agrees to indemnify each Holder and, if a Holder is a person other than an individual, such Holder’s officers, directors, employees, agents, representatives and Affiliates, and each person or entity, if any, that controls a Holder within the meaning of the Securities Act (each, an “ Indemnitee ”), against any and all losses, claims, damages, actions, liabilities, costs and expenses (including without limitation reasonable fees, expenses and disbursements of attorneys and other professionals), joint or several, arising out of or based upon any untrue or alleged untrue statement of material fact contained in any registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or contained in any free writing prospectus (as such term is defined in Rule 405 under the Securities Act) prepared by the Company or authorized by

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it in writing for use by such Holder (or any amendment or supplement thereto); or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the Company shall not be liable to such Indemnitee in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, including any such preliminary prospectus or final prospectus contained therein or any such amendments or supplements thereto or contained in any free writing prospectus (as such term is defined in Rule 405 under the Securities Act) prepared by the Company or authorized by it in writing for use by such Holder (or any amendment or supplement thereto), in reliance upon and in conformity with information regarding such Indemnitee or its plan of distribution or ownership interests which was furnished in writing to the Company for use in connection with such registration statement, including any such preliminary prospectus or final prospectus contained therein or any such amendments or supplements thereto, (ii) offers or sales effected by or on behalf such Indemnitee “by means of” (as defined in Securities Act Rule 159A) a “free writing prospectus” (as defined in Securities Act Rule 405) that was not authorized in writing by the Company, or (iii) the failure of any Indemnitee to deliver or make available to a purchaser of Registrable Securities, a copy of any registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto (if the same was required by applicable law to be delivered or made available), provided that the Company shall have delivered to such Holder such registration statement, including such preliminary prospectus or final prospectus contained therein and any amendments or supplements thereto.

(b) If the indemnification provided for in Section 2.8(a) is unavailable to an Indemnitee with respect to any losses, claims, damages, actions, liabilities, costs or expenses referred to therein or is insufficient to hold the Indemnitee harmless as contemplated therein, then the Company, in lieu of indemnifying such Indemnitee, shall contribute to the amount paid or payable by such Indemnitee as a result of such losses, claims, damages, actions, liabilities, costs or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnitee, on the one hand, and the Company, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, actions, liabilities, costs or expenses as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Indemnitee, on the other hand, shall be determined by reference to, among other factors, whether the untrue or alleged untrue statement of a material fact or omission to state a material fact relates to information supplied by the Company or by the Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; the Company and each Holder agree that it would not be just and equitable if contribution pursuant to this Section 2.8(b) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 2.8(a). No Indemnitee guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from the Company if the Company was not guilty of such fraudulent misrepresentation.

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2.9 Assignment of Registration Rights . The rights of the Investor or a Holder to registration of Registrable Securities pursuant to Article II of this Agreement may be assigned by the Investor or a Holder to a transferee or assignee of Registrable Securities to which (a) there is transferred to such transferee no less than 4,000 shares of the Securities, (b) such transferee is an Affiliate, subsidiary or parent company, family member or family trust for the benefit of a party hereto, or (c) such transferee or transferees are partners of a Holder, who agree to act through a single representative; provided, however, (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee acquired such Registrable Securities in a transaction that complied with the Purchase Agreement and shall agree to be subject to all applicable restrictions set forth in the Purchase Agreement and this Agreement.

2.10 “ Market Stand-Off’ Agreement; Agreement to Furnish Information . The Investor and each Holder hereby agree that the Investor and/or Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to, any Common Shares (or other securities of the Company) held by the Investor or Holder (other than those included in the registration) for a period specified by the representatives of the underwriters of Common Shares (or other securities of the Company) not to exceed ten (10) days prior and ninety (90) days following any registered sale by the Company in which the Company gave the Investor an opportunity to participate; provided that all executive officers and directors of the Company enter into similar agreements and only if such Persons remain subject thereto (and are not released from such agreement) for such period. The Demanding Investor and each Holder agree to execute and deliver such other agreements as may be reasonably requested by the Company or the representatives of the underwriters which are consistent with the foregoing or which are necessary to give further effect thereto.

In addition, if requested by the Company or the representative of the underwriters of Common Shares (or other securities of the Company), the Demanding Investor and each Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act in which the Demanding Investor or such Holder participates.

2.11 Rule 144 and Exchange Act Reporting . With a view to making available to the Investors and Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities that are Common Shares to the public without registration, the Company agrees to use its commercially reasonable efforts to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of this Agreement;

(b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act; and

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(c) so long as any of the Investors or a Holder owns any Registrable Securities, furnish to the Investors or such Holder forthwith upon request: a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Exchange Act; a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as the Investor or Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such Common Shares without registration.

Section 2.12 No Inconsistent Agreements: Additional Rights . The Company shall not hereafter enter into, and is not currently a party to, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders by this Agreement.

ARTICLE III

MISCELLANEOUS

3.1 Successors and Assigns . Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any shares of Registrable Securities to the extent set forth herein). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. The term “Investor,” as used herein, shall include the entity referenced as an Investor in the Preamble to this Agreement and, if such entity shall have transferred the Securities to an Affiliate, such Affiliate.

3.2 Applicable Law and Submission to Jurisdiction .

(a) This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

(b) The Investors irrevocably submit to the nonexclusive jurisdiction of any New York State or United States Federal court sitting in the County of New York, New York over any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby. The Investors irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i)

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NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.2(B).

3.3 Counterparts and Facsimile . For the convenience of the parties hereto, this Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this Agreement may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

3.4 Titles and Subtitles . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

3.5 Notices . Except as otherwise provided in this Agreement, all notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier service, or when received by facsimile transmission if promptly confirmed, as follows:

(A) If to an Investor:

To the address(es) set forth on Schedule 1.1 to the Purchase Agreement

(B) If to the Company:

Seaspan Corporation

Unit 2, 7 ^th Floor, Bupa Center

141 Connaught Road West

Hong Kong, China

Attention: Sai W. Chu, Chief Financial Officer

Facsimile: +852-648-9514

with a copy to:

Seaspan Corporation

c/o 2600 - 200 Granville St.

Vancouver, BC V6C 1S4

Canada

Attention: Christa Scowby, Corporate Secretary

Facsimile: 604-648-9514

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and to:

Vinson & Elkins LLP

666 Fifth Avenue, 26 ^th Floor

New York, New York 10103 USA

Attention: Charlie Carpenter

Facsimile: 212-237-0100

or to such other address, facsimile number or telephone as either party may, from time to time, designate in a written notice given in a like manner.

3.6 Amendments and Waivers . Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each Holder of any Registrable Securities then outstanding, each future Holder of all such Registrable Securities, and the Company.

3.7 Severability . If any provision of this Agreement or the application thereof to any person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties

3.8 Aggregation of Securities . All Registrable Securities held or acquired by any wholly-owned subsidiary or parent of, or any corporation or entity that is controlling, controlled by, or under common control with, an Investor shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

3.9 Entire Agreement, Etc . This Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof.

3.10 Interpretation of Purchase Agreement . The parties agree that if an Investor transfers any Securities to one of its Affiliates, then such Affiliate shall have all the rights of an Investor under the Purchase Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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SIGNATURE PAGE – REGISTRATION RIGHTS AGREEMENT

In Witness Whereof , this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first herein above written.

[ADDITIONAL SIGNATURE PAGE FOLLOWS]

SIGNATURE PAGE – REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4

AMENDMENT NO. 1 TO

EXECUTIVE EMPLOYMENT AGREEMENT

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

BETWEEN:

SEASPAN SHIP MANAGEMENT LTD.

AND:

GERRY WANG

WHEREAS :

NOW, THEREFORE, in consideration of the terms and conditions set forth below and acting pursuant to Section 9.6 of the Employment Agreement, the Company and the Executive hereby agrees as follows:

“ Initial Term ” means the period beginning on the Effective Date and ending on December 31, 2013.

“ Renewal Date ” means December 31, 2013 and December 31 of each succeeding year.

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3.1. Initial Term

The initial term of this Agreement will be from the Effective Date to December 31, 2013 (the “ Initial Term ”). On December 31, 2013 and on December 31 of each succeeding year, this Agreement will automatically renew and extend for a period of twelve (12) months from the Renewal Date, unless written notice of non-renewal is delivered from one party to the other during the period beginning two hundred ten (210) days prior to the Renewal Date and concluding one hundred eighty (180) days prior to such Renewal Date. If such written notice of non-renewal is delivered from one party to the other, the employment of the Executive will terminate on December 31 of the year in which such notice is delivered.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as the date set forth above.

S IGNATURE P AGE

A MENDMENT N O .1 TO E MPLOYMENT A GREEMENT

FOR

G ERRY W ANG