Seaspan CORP (Form: 6-K, Received: 03/14/2011 06:31:46)

SEASPAN INVESTMENT I LTD.

/s/ Sai W. Chu

Sai W. Chu

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: March 14, 2011

Commission File Number 1-32591

SEASPAN CORPORATION

(Exact name of Registrant as specified in its charter)

Unit 2, 7th Floor, Bupa Centre,

141 Connaught Road West,

Hong Kong

China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40- F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).

Yes ¨ No x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).

Yes ¨ No x

Item 1 - Information Contained in this Form 6-K Report

Unless we otherwise specify, when used in this Report, the terms “Seaspan,” “we,” “our” and “us” refer to Seaspan Corporation and its wholly-owned subsidiaries.

Investment in Carlyle Containership-Focused Investment Vehicle, Right of First Refusal and Newbuilding Order

We have agreed to participate in an investment vehicle established by an affiliate of global alternative asset manager The Carlyle Group, or Carlyle. The investment vehicle, Greater China Intermodal Investments LLC, or the Vehicle, will invest up to $900 million equity capital in containership assets, primarily newbuilding vessels strategic to the People’s Republic of China, Taiwan, Hong Kong and Macau, or Greater China. We believe that the combination of our expertise and relationships in the containership market and Carlyle’s financial resources, global business network and access to capital will enhance our ability to take advantage of growth opportunities in the containership market.

There currently exists significant excess capacity in Asian shipyards, and we believe that, as a result of this excess capacity, in the near term shipyards are willing to provide pricing and design concessions for large newbuilding construction orders. The size of these orders likely exceeds the size of orders we would be able or willing to make on our own. As a result, we view our participation in the Vehicle, and especially the right of first refusal we will have on containership investment opportunities available to the Vehicle, as a means of selectively and cost-effectively expanding our fleet. Please read “Rights of First Refusal and First Offer Agreements.” We believe that the combined scale of our business and the Vehicle will allow us to realize volume discounts for newbuilding orders, negotiate design improvements from shipyards and obtain more attractive vessel financing than we would otherwise be able to achieve on our own, thereby creating a competitive advantage for us.

The conflicts committee of our board of directors, with the assistance of financial and legal advisors, has reviewed and approved our investment in the Vehicle and the related transactions and agreements, which are described below, including the rights of first refusal and first offer described in “Rights of First Refusal and First Offer Agreements.” Upon the unanimous recommendation of the conflicts committee, the independent members of our board of directors subsequently approved our investment in the Vehicle and the related transactions and agreements.

We have signed a letter of intent to purchase a significant number of newbuilding containerships to be constructed by a leading Chinese shipyard. This is our first newbuilding order since 2007. The New Panamax 10000 TEU vessels will be constructed using a lightweight and fuel efficient design. We expect that any order resulting from this letter of intent will be made available to the Vehicle and will be subject to our right of first refusal. Consistent with our strategy, we expect to enter into long-term time charters with leading liner companies concurrently with executing a definitive purchase agreement. There exists only a letter of intent for this order at this time, and there is no assurance that definitive agreements relating to this order will be entered into or that the orders will be completed.

GC Intermodal LLC Agreement

Purpose, Members and Exclusivity

The Vehicle will invest in newbuilding and secondhand maritime containership assets that are primarily strategic to Greater China. It is anticipated that the investments will be made over a five-year period.

The members of the Vehicle are (i) Seaspan Investment I Ltd., a subsidiary we recently formed, or the Seaspan Member, (ii) an affiliate of Dennis R. Washington, or the Washington Member, (iii) Tiger Management Limited, an entity owned and controlled by our director Graham Porter, or the Tiger Member, and (iv) Greater China Industrial Investments LLC (a limited liability company owned by affiliates of Carlyle and the Tiger Member), or GC Industrial.

Until the earliest of (i) the fifth anniversary of the date of the GC Intermodal LLC agreement, (ii) dissolution of the Vehicle and (iii) consummation of a sale of the Vehicle, GC Industrial and its subsidiaries shall only invest in containerships through the Vehicle.

Capital Commitments

GC Industrial, the Seaspan Member and the Washington Member have agreed to make aggregate capital commitments of up to $900 million. GC Industrial has committed up to $775 million ($750 million of which is a commitment from the Carlyle affiliate member and $25 million of which is a commitment from the Tiger Member), the Washington Member has committed up to $25 million and the Seaspan Member has committed up to $100 million. The Tiger Member will contribute services to GC Intermodal, and 50% of the fees for such services will be paid to the Tiger Member in the form of an equity interest in GC Intermodal.

GC Industrial’s capital commitment will be reduced to extent it separately invests in non-containership assets, in which case the capital commitments of other members would be proportionately reduced. We believe that containership opportunities currently are more favorable than those for tankers and bulkers.

Distributions

The Vehicle’s available cash will be distributed as and when determined by the Vehicle’s board of managers. Distributions will be made first proportionately to the members to return their respective capital contributions and then proportionately to the members until all members receive a cumulative compounded rate of return on their respective capital contributions equal to 12%. Further distributions will be divided between the members, pro rata in accordance with their respective percentage interests, and GC Industrial, which is entitled to incentive distributions ranging from 20% to 30% depending on the amount of the distributions.

Mr. Porter holds an economic interest in the Tiger Member, which is a member of GC Industrial. Accordingly, he will have an indirect economic interest in any incentive distributions received by GC Industrial from the Vehicle. The Washington Member has an indirect interest in the Tiger Member, and accordingly will have an indirect economic interest in any incentive distributions received by GC Industrial from the Vehicle.

Governance

The Vehicle will be governed by a board of managers initially consisting of nine members. GC Industrial has the right to designate five members, the Tiger Member has the right to designate two members, who shall initially be Mr. Wang and Mr. Porter, and the Washington Member and the Seaspan Member each have the right to designate one member. Our chief executive officer and co-chairman, Mr. Wang, and our director, Mr. Porter, will each provide services to the Vehicle and GC Industrial and pursue investment opportunities for the Vehicle and GC Industrial.

The Vehicle will have a Transaction Committee, which will be primarily responsible for approving the purchase, newbuild contracting, chartering, financing and technical management of new and existing investments. The Transaction Committee will initially consist of Mr. Wang, Mr. Porter and two GC Industrial designees. Our co-chairman and the Washington Member designee on the Vehicle’s board of managers, Kyle R. Washington, is a non-voting member of the Transaction Committee. The Seaspan Member will not have a designee on the Transaction Committee, although Mr. Washington will provide to us certain Transaction Committee materials, subject to a confidentiality agreement.

Services Agreements

Seaspan Management Services Limited, or our Manager, the Tiger Member and Carlyle have each agreed to provide certain services to GC Intermodal Operating Company, a subsidiary of the Vehicle. Pursuant to a management agreement, our Manager will provide technical and commercial management services with respect to the vessel investments made by the Vehicle for a daily fee of $750 per vessel once a vessel begins operation, as well as construction supervision fees ranging from $550,000 to $650,000 per newbuilding vessel, depending on the size of the vessel. The Tiger Member will provide the Vehicle with financial and strategic advisory services pursuant to a management agreement. The Tiger Member and generally will be entitled to (1) charter fees equal to 1.0% of the annual gross charter revenue from the Vehicle vessels, (2) transaction fees equal to 0.80% of purchase or sales price

of vessel or newbuilding contracts, payable upon execution of the contract and (3) financing fees equal to 0.40% of the aggregate amount of debt or lease financing provided by non-Greater China banks or financial institutions and 0.80% for debt or financing provided by Greater China banks or financial institutions. A portion of these fees will be reinvested in the Vehicle and the equity issued in connection with such re-investment will be held by the Tiger Member. The Washington Member has an indirect interest in the Tiger Member, and accordingly will have an indirect economic interest in any incentive distributions received by GC Industrial from the Vehicle as described above in “ GC Intermodal Agreement—Distributions.” Carlyle will also be entitled to transaction, financing and management fees pursuant to a consulting agreement.

Tag-Along, Drag-Along, Preemptive and Registration Rights

The members of the Vehicle have certain rights that may increase the liquidity of their investments in the Vehicle and provide protection against dilution of their investments.

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Each member of the Vehicle has customary “tag-along” rights on sales of interests in the Vehicle by any other member. If any member proposes to transfer any of its interests in the Vehicle to a third party purchaser, each other member will have the right to sell a share of the interests to be transferred to the third party based on the members’ respective interests in the Vehicle. The aggregate purchase price payable in connection with such sale will be allocated among the selling members as if the proceeds were distributed as described above in “—Distributions.” These provisions do not apply to transfers of the Vehicle interests in connection with, or following the consummation of, an initial public offering or related reorganization.

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GC Industrial will have customary “drag-along” rights, which will permit it to require other members to join in on sales by it to a third party of a majority of the Vehicle interests. In this case, each member will be required to transfer a percentage of their interest based on the members’ respective interests in the Vehicle, on terms no less favorable than those offered to GC Industrial. The aggregate purchase price payable in connection with such sale will be allocated among the selling members as if the proceeds were distributed as described above in “—Distributions.”

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Each member has preemptive rights on issuances by the Vehicle of certain new securities, which will permit such member to acquire a portion of such new securities based on such member’s respective percentage interest in the Vehicle. Prior to the issuance of any applicable new securities, the Vehicle shall give each member written notice of such proposed issuance, describing the amount and terms of the new securities. Each member will have 10 business days to determine whether to purchase its pro rata share of the new securities on such terms specified in the notice. The members’ preemptive rights terminate upon consummation of any initial public offering or the sale of the Vehicle.

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GC Industrial has demand registration rights, which it may exercise at any time after 180 days after an initial public offering of the Vehicle or its successor entity in order to register with the SEC equity shares of the Vehicle or such successor, and all members have “piggy-back” registration rights if the Vehicle or its successor entity proposes to register shares of equity securities with the U.S. Securities and Exchange Commission, or the SEC, at any time after the initial public offering.

Dissolution

The Vehicle will be dissolved upon the first to occur of the following: (a) 18 months after the effective date of the GC Intermodal LLC agreement if no investments have been made at that time, unless otherwise determined by the Transaction Committee; (b) the approval of the board of managers and the Transaction Committee; (c) the first date on which the Vehicle no longer holds any investments and the Vehicle cannot call capital from its members; and (d) any other event causing dissolution by law.

Rights of First Refusal and First Offer Agreements

We have a right of first refusal relating to the Vehicle’s containership investment opportunities, or Container Investment Opportunities. As described below in “—Termination of Right of First Refusal,” we may

exercise this right until March 31, 2015, unless it is terminated earlier as the result of certain triggering events, including if we exercise this right for more than 50% of the aggregate vessels subject to the right prior to specified dates. The Washington Member also has a right of first refusal on Container Investment Opportunities. This right applies to a smaller percentage of vessels and is subordinate to our right of first refusal. Please read “—Washington Member Right of First Refusal.” Container Investment Opportunities that are not acquired by us or the Washington Member may be acquired by the Vehicle. In addition, we have rights of first offer relating to certain containerships that the Vehicle and the Washington Member may propose to sell or dispose of. Please read “—Rights of First Offer.” These rights of first refusal and first offer provide potential opportunities for us to increase the size of our fleet through selective vessel acquisitions.

Right of First Refusal Mechanics

For each Container Investment Opportunity, the Vehicle will deliver to us a notice of the summary transaction terms (including vessel terms and charter terms to the extent known to the Vehicle at the time of delivery, and indicative financing terms) and a copy of a letter of intent for the construction or acquisition of the vessel that the Vehicle is prepared to enter into, or the Negotiated Vessel Purchase Contract, and, if applicable, a copy of any letter of intent for the chartering of the vessels, or the Negotiated Charter Contract. The Negotiated Vessel Purchase Contract and the Negotiated Charter Contract are referred to herein as the Negotiated Vessel Contracts. Generally, we will have 12 business days from the date of the Vehicle’s notice in which to elect to exercise our right of first refusal, in whole or in part, and four business days from the date of delivery of the Negotiated Vessel Contracts, to sign and return such agreements to the Vehicle for delivery to the applicable shipyard or charterer. These time periods will be extended if there are changes to the material terms of the transaction.

After we have executed the Negotiated Vessel Contracts, the Vehicle will use commercially reasonable efforts for a period of five business days to cause the other party or parties to the Negotiated Vessel Contracts to enter into the contracts with us. If the other party or parties to the agreements do not enter into the Negotiated Vessel Contracts with us during the five-business day period, the applicable vessels will no longer be considered to be vessels on which we have exercised our right of first refusal. If it is a charterer that refuses or fails to enter into Negotiated Charter Contract, we may still elect to acquire the vessel pursuant to the Negotiated Vessel Purchase Contract. If the other party or parties to the Negotiated Vessel Contracts inform the Vehicle that a Negotiated Vessel Contract must be executed prior to the otherwise applicable deadlines agreed upon by the Vehicle, the Washington Member and us, the Vehicle will have the right to execute such contracts and acquire the applicable vessels. However, if we subsequently exercise our right of first refusal on these vessels, the Vehicle will assign its right under such contracts to us, or we will purchase the vessels from the Vehicle on the same terms and conditions as set forth in the Negotiated Vessel Purchase Contract and, if applicable, charter the vessels pursuant to the Negotiated Charter Contract.

Right of First Refusal Scope

Prior to August 15, 2014, we may exercise our right of first refusal with respect to 100% of the vessels comprising a Container Investment Opportunity, and on or after August 15, 2014 with respect to a number of vessels (not to exceed 100% of the vessels comprising such Container Investment Opportunity) equal to the sum of:

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50% of the vessels comprising a Container Investment Opportunity plus

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a number of vessels equal to:

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(a) the total number of vessels with respect to which we previously exercised our right of first refusal, but which vessels were not purchased by us due to the refusal or failure of the other party or parties to the Negotiated Vessel Contracts to execute the contracts (or in cases where the Negotiated Vessel Contracts are in the form of a letter of intent that contemplates definitive agreements, the other party’s refusal or failure to execute definitive agreements that have the same material terms as the letter of intent and the right of first refusal notice), minus

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(b) the excess of:

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(i) the total number of vessels with respect to which we previously exercised our right of first refusal on or after August 15, 2014 and subsequently purchased, over

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(ii) 50% of the aggregate number of all vessels comprising all previous Container Investment Opportunities on or after August 15, 2014.

We have a similar right of first refusal with respect to the acquisition of companies that own containerships which comprise more than 50% of such company’s assets.

Termination of Right of First Refusal

Our right of first refusal will terminate upon the earlier of:

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March 31, 2015;

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the date on which the Vehicle is dissolved or liquidated;

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the Vehicle’s election to terminate, given in writing to us and the Washington entity at any time after any of August 15, 2011, 2012, 2013 or 2014, if we have exercised our right of first refusal with respect to greater than 50% of the vessels comprising all Container Investment Opportunities prior to such date (or if we have provided notice to the Vehicle of such event, the Vehicle must notify us whether it elects to terminate the right of first refusal within 90 days after receipt of our notice), provided, that (i) we shall not be deemed to have exercised our right to acquire any vessel that is subject to a Negotiated Vessel Contract that is not exercised by the other party of such contract within five business days (or in cases where the Negotiated Vessel Contracts are in the form of a letter of intent that contemplates definitive agreements, the other party’s refusal or failure to execute definitive agreements that have the same material terms as the letter of intent and the right of first refusal notice) and (ii) the vessels with respect to which we have exercised our right of first refusal will include any vessels on which the Washington Member has exercised its right of first refusal (described below in “—Washington Member Right of First Refusal”) if such vessel is subsequently transferred to us or a controlled affiliate within one year of delivery and the Washington Member intended to so transfer;

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consummation of an initial public offering of any equity securities of the Vehicle or any of its subsidiaries; provided, however, that with respect to an initial public offering of a subsidiary, the right of first refusal will remain in effect with respect to the Vehicle and its subsidiaries, but terminate with respect to the subsidiary that consummated the initial public offering and its subsidiaries; and

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generally, upon consummation of a sale to a third party of more than 50% of the outstanding interests of the Vehicle or of assets representing at least 75% of the consolidated net asset value of the Vehicle and its subsidiaries.

Washington Member Right of First Refusal

The Washington Member also has a right of first refusal on Container Investment Opportunities. This right applies to a smaller percentage of vessels and is subordinate to our right of first refusal. If we do not exercise our right of first refusal with respect to all vessels in a Container Investment Opportunity, the Washington Member has an additional three business days (15 business days total) to inform the Vehicle whether it will exercise its right of first refusal with respect to the vessels remaining in such Container Investment Opportunity, or the Seaspan Declined Vessels, on the same terms and conditions as offered to us.

Prior to August 15, 2014, the Washington Member may exercise its right of first refusal with respect to a number of vessels equal to the sum of:

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25% of the Seaspan Declined Vessels in a Container Investment Opportunity, plus

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a number of vessels equal to:

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(a) the total number of vessels with respect to which the Washington Member previously exercised its right of first refusal, but which vessels were not purchased by it due to the refusal or failure of the other party or parties to the Negotiated Vessel Contracts to execute the contracts (or in cases where the Negotiated Vessel Contracts are in the form of a letter of intent that contemplates definitive agreements, the other party’s refusal or failure to execute definitive agreements that have the same material terms as the letter of intent and the right of first refusal notice) minus

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(b) the excess of:

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(i) the total number of vessels with respect to which the Washington Member previously exercised its right of first refusal and subsequently purchased, over

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(ii) 25% of the aggregate number of Seaspan Declined Vessels for all previous Container Investment Opportunities.

On or after August 15, 2014, the Washington Member may exercise its right of first refusal with respect to a number of vessels equal to the greater of (a) 25% of the Seaspan Declined Vessels in a Container Investment Opportunity and (b) 12.5% of the vessels comprising the Container Investment Opportunity.

The Washington Member does not have a right of first refusal with respect to the acquisition of companies that own containerships.

Rights of First Offer

We have certain rights of first offer if the Vehicle intends to sell or otherwise dispose of one or more containerships (other than in connection with an initial public offering or a sale of the Vehicle). We must exercise this right of first offer within 12 business days after receiving notice of such opportunity, which notice shall describe the vessels in reasonable detail, the related charter terms (including a copy of the charter documents) and any existing financing that may be assumed upon transfer of the vessel (including a copy of the loan documents). The Vehicle may accept or reject our offer in its sole discretion. If the Vehicle rejects our offer, which must set forth all material terms and conditions (including price) on which we would be willing to purchase the applicable vessels, it may only sell the vessels to a third party, generally within 180 days of its notice to us, and only for consideration greater than that offered by us. This right of first offer terminates upon the termination of our right of first refusal described above.

Our right of first offer on Washington Member vessels is generally similar to our right of first offer on Vehicle vessels, and applies to certain transfers or sales of any containerships acquired by the Washington Member pursuant to its right of first refusal from the Vehicle. The Washington Member right of first offer terminates after 10 years.

Employment Agreement and Other Related Agreements with Gerry Wang

Mr. Wang has served as our chief executive officer and the chief executive officer of Seaspan Ship Management Ltd., or SSML, a subsidiary of our Manager, pursuant to an employment agreement with SSML. In connection with our investment in the Vehicle, Mr. Wang’s agreement with SSML was amended and restated and we entered an employment agreement and a transaction services agreement with Mr. Wang. Pursuant to our employment agreement with Mr. Wang, he will continue to serve as our chief executive officer. The transaction services agreement will become effective following termination of Mr. Wang’s employment with us. The term of the combined agreements lasts until the termination of the right of first refusal granted to us by the Vehicle, which is scheduled to expire on March 31, 2015, unless earlier terminated as described in “Rights of First Refusal and First Offer” above.

Mr. Wang’s employment agreement with us provides that he will receive an annual base salary of $1.2 million and an annual target performance bonus of $1.5 million, payable 50% in cash and 50% in our common shares. In addition, Mr. Wang will receive transaction fees equal to 1.25% of the aggregate consideration under any binding agreement that we enter into to construct, sell or acquire a vessel whether or not the transaction was proposed by Mr. Wang. However, the amount of this fee will be reduced by the amount of any similar fee we pay to a nationally recognized investment bank retained with the approval of our board of directors (including a majority of the independent directors) in connection with the transaction. The transaction fees will be paid to Mr. Wang either in cash or, at our discretion, a combination of cash and up to 50% in our common shares. Mr. Wang will devote the amount of his time to us that is reasonably necessary to perform his duties, with the understanding that he will also be the chief executive officer of SSML, and provide services to the Vehicle, GC Industrial and the Tiger Member.

The initial term of Mr. Wang’s employment agreement expires on January 1, 2013; however, either party may terminate the agreement at any time, with or without cause. If during the period of Mr. Wang’s employment, the right of first refusal granted to us by the Vehicle is terminated, Mr. Wang has agreed to resign from our board of directors at our request and Mr. Wang may resign thereafter with immediate effect. Under Mr. Wang’s employment agreement with us, the restrictive covenant agreement, dated August 8, 2005, among SSML, us and Mr. Wang, is terminated, including a post-employment two-year non-competition restriction.

Upon the termination of his employment agreement with us, Mr. Wang will continue to provide certain strategic services pursuant to a transaction services agreement. These continued services include identifying and negotiating transactions involving the construction, acquisition or disposition of vessels. In exchange for these services, Mr. Wang will receive 1.5% of the aggregate consideration payable to us under any agreement that we enter into to build, acquire or sell a vessel, whether or not the transaction was proposed by Mr. Wang. However the amount of this fee will be reduced by the amount of any similar fee we pay to a nationally recognized investment bank retained with the approval of our board of directors (including a majority of the independent directors) in connection with the transaction. The 1.5% transaction fee will be payable in a combination of cash and our common shares. Mr. Wang may engage in business activities unrelated to us and, subject to our omnibus agreement (which contains exceptions for the provision of services to the Vehicle and GC Industrial, among other entities) he may also compete with us. Please read “Amendment to Omnibus Agreement.” The transaction services agreement will expire upon the termination of the right of first refusal granted to us by the Vehicle, which is scheduled to expire on March 31, 2015, unless earlier terminated as described in “—Rights of First Refusal and First Offer Agreements” above, but may be terminated earlier by either party, with or without cause.

Certain of our common shares owned by Mr. Wang and certain of his family members and affiliates are subject to a four-year lock-up agreement. Under this lock-up agreement, Mr. Wang and such other parties have agreed to restrict the transfer of 50% of their existing shares for three years, and 25% of such shares for a fourth year.

Mr. Wang’s amended employment agreement with SSML provides that he receive an annual salary of $600,000. In exchange, Mr. Wang serves as SSML’s chief executive officer and owes fiduciary obligations to SSML. He devotes the amount of his time to SSML that is reasonably necessary to perform his duties, with the understanding that he will also be our chief executive officer, and will provide services to the Vehicle, GC Industrial and the Tiger Member. The initial term of the amended employment agreement expires on January 1, 2013; however, either party may terminate the agreement at any time, with or without cause.

We have agreed to register the shares Mr. Wang earns under his employment agreement and the transaction services agreement with the SEC.

Financial Services Agreement with Tiger Ventures Limited

We entered into a financial services agreement with Tiger Ventures Limited, an entity owned and controlled by our director, Mr. Porter and his affiliates. Under the financial services agreement, Tiger Ventures Limited will provide us with certain strategic services, including negotiating and procuring pre-delivery and post-delivery financing or refinancing for the construction of new vessels or the acquisition of used vessels, and other strategic, financial and advisory services that we may request.

Tiger Ventures Limited will receive fees of: (i) 0.80% of the aggregate principal amount of any debt or operating lease financing provided to us by a bank or financial institution that is headquartered or has its principal place of business in Greater China, and (ii) 0.40% of the aggregate principal amount of debt or operating lease financing provided by a bank or financial institution other than a bank or financial institution located in Greater China. These financing fees will be paid to Tiger Ventures Limited either in cash or, at our discretion, a combination of cash and up to 50% in our common shares. A portion of such shares will be subject to a four-year lock-up agreement. The financial services agreement will expire upon the expiration of the right of first refusal granted to us by the Vehicle, but may be terminated earlier by either party, with cause. We have agreed to register the shares Tiger Ventures Limited earns under this agreement with the SEC.

Termination of Restrictive Covenant Agreement with Graham Porter

We entered into an agreement with Mr. Porter, Seaspan Advisory Services Limited and SSML that terminated the restrictive covenant agreement dated August 8, 2005, including the remainder of Mr. Porter’s post-employment two-year non-competition restriction.

Amendment to Omnibus Agreement

We entered into an amendment that provides that the non-competition provisions of the omnibus agreement do not prevent Seaspan Marine Corporation (formerly Seaspan International Ltd.), a company that owns substantially all of the Washington Companies’ marine transportation shipyards and ship management entities, Norsk Pacific Steamship Company Limited, a company within the Washington Marine Group, our Manager or any of their controlled affiliates (other than us and our subsidiaries), or any officer, director, employee or direct or indirect equity owner of such entities (including Mr. Wang and Mr. Porter), from making investments in, and providing services to, the Vehicle, GC Industrial, their subsidiaries and successors, or acting as an employee or consultant to, designating any director or manager of, or assisting in any other manner, the Vehicle, GC Industrial, their subsidiaries and successors. Seaspan Marine Corporation, Norsk Pacific Steamship Company Limited, our Manager or any of their controlled affiliates (other than us and our subsidiaries), or any officer, director, employee or direct or indirect equity owner of such entities, are also permitted to make investments in, and provide services to, the Washington Member and its affiliates, or act as an employee or consultant to, designate any director or manager of, or assist in any other manner, the Washington Member and its affiliates in connection with any vessels that the Washington Member or an affiliate acquires pursuant to the right of first offer granted to it by the Vehicle.

Certain Relationships and Transactions

Gerry Wang, our chief executive officer and co-chairman of our board of directors, is also an executive officer and director of our Manager and certain of its subsidiaries that provide us with all of our technical, administrative and strategic services, together with all of our employees. Mr. Wang is also a co-owner of our Manager, together with affiliated entities of Graham Porter, Kyle R. Washington and his brother Kevin L. Washington. As described above in “GC Intermodal LLC Agreement—Services Agreements,” our Manager will provide technical and commercial management services with respect to the vessel investments made by the Vehicle. Mr. Wang also is a voting member of the Transaction Committee, and will provide services to the Vehicle, GC Industrial and the Tiger Member.

Kyle R. Washington, co-chairman of our board of directors, is also the chairman of our Manager and certain of its subsidiaries that provide services to us. Mr. Washington is the son of Dennis R. Washington, who controls entities that together represent our largest shareholder. Dennis R Washington and certain entities affiliated with him were involved in our formation and have provided capital and other support to us. An affiliated entity of Kyle R. Washington is also a co-owner of our Manager, together with affiliated entities of his brother Kevin L. Washington, Graham Porter and Gerry Wang. As described above in “GC Intermodal LLC Agreement—Services Agreements,” our Manager will provide technical and commercial management services with respect to the vessel investments made by the Vehicle. The Washington Member, which is an affiliate of Dennis R. Washington, has an indirect interest in the Tiger Member, and accordingly will have an indirect economic interest in any incentive distributions received by GC Industrial from the Vehicle as described above in “ GC Intermodal Agreement—Distributions.” In addition, the Vehicle also has granted the Washington Member a right of first refusal on Container Investment Opportunities, which applies to a smaller percentage of vessels and is subordinate to our right of first refusal. Please read “Rights of First Refusal and Offer Agreements—Washington Family Right of First Refusal.” Mr. Washington serves on the board of the Vehicle as the representative of the Washington Member and is a non-voting member of the Transaction Committee.

Graham Porter, one of our directors, is an executive officer and director of our Manager and its subsidiary Seaspan Advisory Services Limited. Mr. Porter is also a co-owner of our Manager and of the Tiger Member. As described above in “GC Intermodal LLC Agreement—Services Agreements,” our Manager and the Tiger Member will provide certain services to the Vehicle. Mr. Porter holds an economic interest in the Tiger Member, which is a member of GC Industrial. Accordingly he will have an indirect economic interest in any incentive distributions received by GC Industrial from the Vehicle as described above in “GC Intermodal LLC Agreement—Distributions.” Mr. Porter also serves on the board of managers of the Vehicle and is a voting member of the Transaction Committee. In addition, Mr. Porter and his affiliates own Tiger Ventures Limited, which provides certain financial services to us pursuant to a services agreement described above in “Financial Services Agreement with Tiger Ventures Limited.”

Our New Dividend Policy

In February 2011, our board of directors adopted a progressive dividend policy aimed at increasing our dividends in a manner that preserves our long-term financial strength and our ability to expand our fleet. We expect this policy to significantly increase dividends paid to holders of our Class A common shares, while continuing to permit us to pursue our growth strategy. Our board expects to declare aggregate dividends of $0.75 per Class A common share for 2011, beginning with a $0.1875 per share dividend for the first quarter of 2011.

Regardless of our dividend policy, declaration and payment of any dividend is subject to the discretion of our board of directors. The time and amount of any dividends will depend upon our financial condition, operations, cash requirements and availability, debt repayment obligations, capital expenditure needs, restrictions in our debt instruments and our subsidiaries, industry trends, the provisions of Marshall Islands law affecting the payment of distributions to shareholders and other factors. Seaspan Advisory Services Limited, the holder of Seaspan’s Class C common shares, is entitled to share in increasing, incremental dividends, based on specified sharing ratios, once dividends on the Class A common shares reach specified target levels beginning with $0.485 per share per quarter.

Potential Acquisition of Seaspan Management Services Limited and Change in Management Fees

Our Manager and certain of its subsidiaries provide us with all of our technical, administrative and strategic services, together with all of our employees. We are in discussions with the owners of the Manager about potentially acquiring all of or a controlling interest in the Manager. It is contemplated that the purchase price would be paid in our securities or cash, or a combination thereof.

We believe any such acquisition of the Manager would increase our control over access to the services the Manager provides on a long-term basis. Additionally, the owners of the Manager have proposed increases in existing fees and the inclusion of additional fees under the management agreements, which they believe are in line with current market rates. Under the management agreements, the fees for the technical services are scheduled for renegotiation in December 2011. The conflicts committee of our board of directors is evaluating these proposals with the assistance of financial and legal advisors.

Our acquisition of the Manager or a controlling interest in the Manager may not be completed, and the terms of any such acquisition that is completed, if at all, may differ materially from those described above.

Forward-Looking Statements

The statements in this Report that are not historical facts may be forward-looking statements, including statements regarding our operations and financial position, including, in particular, our arrangement with and investment in the Vehicle and its effects on our growth, business and customers; our recently revised dividend policy and its effect on future dividends; our letter of intent to acquire additional newbuilding vessels; and vessel deliveries. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. These risks and uncertainties include, among others: the availability to us and the Vehicle of containership acquisition opportunities; the availability and cost to us and the Vehicle of financing to pursue growth opportunities; our expectations relating to dividend payments and our ability to make such payments; negotiation and completion, if at all, of definitive documentation relating to our vessel acquisition letter of intent; future operating or financial results; future growth prospects; our business strategy and other plans and objectives for future operations; potential acquisitions, vessel financing arrangements and other investments, and our expected benefits from such transactions; operating expenses; general market conditions and shipping market trends, including charter rates and factors affecting supply and demand; the time that it may take to construct new vessels, the delivery dates of new vessels or the commencement of service of new vessels under long-term time charter contracts; our financial condition and liquidity; our continued ability to enter into primarily long-term, fixed-rate time charters with our customers; our ability to leverage to our advantage our Manager’s relationships and reputation in the containership industry; changes in governmental rules and regulations or actions taken by regulatory authorities; the financial condition of our shipbuilders, customers, lenders, refund guarantors and other counterparties and their ability to perform their obligations under their agreements with us; and those risks discussed in our public filings with the SEC. We undertake no obligation to revise or update any forward-looking statements unless required to do so under the securities laws.

Item 2 - Exhibits

The following exhibits are filed as part of this Report:


4.1		Amended and Restated Limited Liability Company Agreement of Greater China Intermodal Investments LLC, dated March 14, 2011.

4.2		Right of First Refusal Agreement among Seaspan Corporation, Greater China Intermodal Investments LLC and Blue Water Commerce, LLC, dated March 14, 2011.

4.3		Right of First Offer Agreement between Seaspan Corporation and Blue Water Commerce, LLC, dated March 14, 2011.

4.4		Executive Employment Agreement between Seaspan Corporation and Gerry Wang, dated March 14, 2011.

4.5		Amended and Restated Executive Employment Agreement between Seaspan Ship Management Ltd. and Gerry Wang, dated March 14, 2011.

4.6		Transaction Services Agreement between Seaspan Corporation and Gerry Wang, dated March 14, 2011.

4.7		Financial Services Agreement between Seaspan Corporation and Tiger Ventures Limited, dated March 14, 2011.

4.8		Amendment to Omnibus Agreement among Seaspan Corporation, Seaspan Management Services Limited, Seaspan Ship Management Ltd., Seaspan Advisory Services Limited, Norsk Pacific Steamship Company Limited and Seaspan Marine Corporation, dated March 14, 2011.

4.9		Graham Porter Letter Agreement

4.10		Form of Registration Rights Agreement

This Report on Form 6-K is filed with reference to and is hereby incorporated by reference into the Registration Statement of Seaspan Corporation filed with the Securities and Exchange Commission on May 30, 2008 on Form F-3D (Registration No. 333-151329) and the Registration Statement of Seaspan Corporation filed with the Securities and Exchange Commission on August 19, 2010 on Form F-3 (Registration No 333-168938).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		SEASPAN CORPORATION

Date: March 14, 2011
	By:	/s/ Sai W. Chu
		Sai W. Chu Chief Financial Officer

Exhibit 4.1

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

GREATER CHINA INTERMODAL INVESTMENTS LLC

a Republic of the Marshall Islands Limited Liability Company

Effective as of March 14, 2011

L IMITED LIABILITY COMPANY MEMBERSHIP INTERESTS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH OR QUALIFIED BY THE U.S. S ECURITIES AND E XCHANGE C OMMISSION OR ANY SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION . T HE INTERESTS ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS . T HE INTERESTS CANNOT BE SOLD , TRANSFERRED , ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFERABILITY CONTAINED IN THIS LIMITED LIABILITY COMPANY AGREEMENT AND APPLICABLE U.S. FEDERAL AND STATE SECURITIES LAWS AND THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION .

TABLE OF CONTENTS


			Page

ARTICLE I.		DEFINITIONS		1

	1.01	Certain Definitions		1
	1.02	Construction		12

ARTICLE II.		ORGANIZATION		13

	2.01	Formation		13
	2.02	Name		13
	2.03	Registered Agent; Registered Office		13
	2.04	Purpose and Powers		14
	2.05	Term		15
	2.06	Fiscal Year		15
	2.07	Foreign Qualification		15
	2.08	Certain Tax Matters		15
	2.09	Organizational Expenses		15

ARTICLE III.		MEMBERS		16

	3.01	Members		16
	3.02	Additional Members		16
	3.03	Resignation or Withdrawal of a Member		16
	3.04	No Participation in Control		16
	3.05	Interest in Property of the Company		17
	3.06	No Right of Partition		17
	3.07	No Liability of Members and Directors		17
	3.08	Tax Matters Partner		17

ARTICLE IV.		CAPITAL CONTRIBUTIONS		17

	4.01	Commitments; Capital Contributions		17
	4.02	Capital Accounts		19
	4.03	Negative Balances		19
	4.04	Failure to Make Capital Contributions		20
	4.05	Termination of Investment Commitment Period		20

ARTICLE V.		ALLOCATIONS AND DISTRIBUTIONS		21

	5.01	Allocations for Capital Account Purposes		21
	5.02	Allocations for Tax Purposes		21
	5.03	Distributions		21
	5.04	Deemed Advance of Carlyle Fees		22
	5.05	Clawback		23
	5.06	Withholding		23


	5.07	Distributions and Withholdings in Error	24

ARTICLE VI.		MANAGEMENT	24

	6.01	Board of Directors	24
	6.02	Meetings of the Board	26
	6.03	Actions Requiring Supermajority Approval	27
	6.04	Committees	28
	6.05	Officers	30
	6.06	Standard of Care; Limitation of Liability	30
	6.07	Related-Party Transactions	31
	6.08	Contractual Authority	33
	6.09	Subsidiary Governance Documents	33

ARTICLE VII.		INFORMATION RIGHTS; CONFIDENTIALITY	33

	7.01	Information Rights	33
	7.02	Confidentiality	34

ARTICLE VIII.		BOOKS AND RECORDS; BANK ACCOUNTS	35

	8.01	Maintenance of Books and Records	35
	8.02	Reports	35
	8.03	Bank Accounts	36

ARTICLE IX.		INSURANCE; POWER OF ATTORNEY	36

	9.01	Insurance	36
	9.02	Power of Attorney	36

ARTICLE X.		DISSOLUTION, LIQUIDATION AND TERMINATION	36

	10.01	Dissolution	36
	10.02	Liquidation and Termination	37
	10.03	Cancellation of Filing	38

ARTICLE XI.		TRANSFERS OF INTERESTS	38

	11.01	Transfers of Interests	38
	11.02	Tag-Along Right	39
	11.03	Drag-Along Right	41
	11.04	IPO Reorganization; Registration Rights	43

ARTICLE XII.		PREEMPTIVE RIGHTS	47

	12.01	Preemptive Rights for New Securities	47


ARTICLE XIII.		INVESTMENT REPRESENTATIONS	48

	13.01	Organization; Authority	48
	13.02	Due Authorization; Binding Agreement	48
	13.03	Consents and Approvals; No Conflict	48
	13.04	No Litigation	49
	13.05	Preexisting Relationship or Experience	49
	13.06	Investment Intent	49
	13.07	No Registration of Interests	49
	13.08	Restricted Securities	49
	13.09	Investment Risk	49
	13.10	Restrictions on Transferability	49
	13.11	Information Reviewed	50
	13.12	No Advertising	50
	13.13	Investor Qualification	50
	13.14	Certain Regulatory Compliance Matters	50
	13.15	No Undisclosed Agreements	52

ARTICLE XIV.		GENERAL PROVISIONS	52

	14.01	Notices	52
	14.02	Entire Agreement	52
	14.03	Amendment	52
	14.04	Effect of Waiver or Consent	53
	14.05	Binding Effect	53
	14.06	Governing Law	53
	14.07	Consent to Jurisdiction; Waiver of Trial by Jury	54
	14.08	Specific Performance	54
	14.09	Severability	54
	14.10	Further Assurances	55
	14.11	Publicity	55
	14.12	Counterparts	55

iii

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

GREATER CHINA INTERMODAL INVESTMENTS LLC

This Amended and Restated Limited Liability Company Agreement (this “ Agreement ”) of Greater China Intermodal Investments LLC, a Republic of the Marshall Islands limited liability company (the “ Company ”), is made and entered into as of March 14, 2011 (the “ Effective Date ”) by and among the undersigned members of the Company (collectively, the “ Initial Members ” and each individually an “ Initial Member ”).

WHEREAS, the Company was duly formed under the Act (as defined below) by the filing of a Certificate of Formation (the “ Certificate of Formation ”) with the Office of the Registrar of Corporations of the Republic of the Marshall Islands (the “ Office of the Registrar ”) effective as of March 11, 2011; and

WHEREAS, the parties hereto desire to enter into this Agreement in order to delineate their rights and obligations as Members, to provide for the Company’s management, and to provide for certain other matters, all as permitted under the Act.

NOW THEREFORE, in consideration of the mutual covenants expressed herein, and for other good and valuable consideration, the parties hereto do hereby agree as follows:

ARTICLE I.

DEFINITIONS

1.01 Certain Definitions.

(a) As used in this Agreement, the following terms have the meanings set forth below:

“ Act ” means the Republic of the Marshall Islands Limited Liability Company Act of 1996.

“ Affiliate ” means, when used with respect to a specified Person, another Person that, either directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified.

“ Aggregate Rate of Return ” as of any date of determination means the aggregate annual cumulative compounded rate of return accruing on Capital Contributions of all Members from the date that such Capital Contributions are made (or deemed made in the case of any Service Contribution Amount) through such date of determination, determined by the Board in good faith based on the aggregate distributions made by the Company to the Members (other than the Incentive Distributions) through such determination date.

“ Applicable Law ” means, with respect to any Person, all statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions affecting such Person, such Person’s assets or the securities of such Person, whether now or hereafter enacted and in force, including,

to the extent applicable, the Securities Act, the Exchange Act, the Investment Advisers Act, the Investment Company Act, the Code and applicable national securities exchange rules and regulations.

“ Available Cash ” means (i) the gross cash proceeds from the Company’s operations, including (A) any cash received from any Subsidiaries of the Company, (B) cash proceeds from sales and dispositions of property whether or not in the ordinary course of business and (C) cash proceeds from the sale or disposition of any Investment or maritime vessel asset by the Company or any of its Subsidiaries, plus (ii) net cash proceeds from any issuance of equity or debt securities or the refinancing of any debt less (iii) amounts used to pay or establish reserves for all expenses, debt payments, capital improvements, capital expenditures, replacements, liabilities, future acquisitions and Investments and contingencies of the Company, all as determined by the Board in good faith.

“ Business ” means the business of (i) acquiring, holding, owning, chartering, leasing, financing, disposing of and/or otherwise dealing with or in newbuild and secondhand maritime container shipping assets, in each case, used in major shipping segments primarily strategic to Greater China (including global maritime shipping assets primarily strategic to Greater China), (ii) providing chartering and other services in respect of the shipping assets referred to in the foregoing clause (i) of this definition, and/or (iii) activities related or incidental to the activities referred to in the foregoing clauses (i) and (ii) of this definition. For the purpose of Section 6.07 , the term Business shall not include acquiring, owning, holding, chartering, leasing, financing, disposing of and/or otherwise dealing with or in container boxes.

“ Business Day ” means any day that is not a Saturday, a Sunday, or other day on which banks are required or authorized by law to be closed in Hong Kong, Vancouver, British Columbia or Washington, D.C.

“ Capital Contribution ” means contributions of cash and, to the extent permitted under this Agreement, other property contributed by the Members to the Company and amounts deemed to be contributed with respect to services provided by a Member pursuant to the terms of the Strategic Services Agreement. The amount of the Capital Contributions made by any Member as of any date shall be deemed to equal (i) the amount of cash and, to the extent permitted under this Agreement, the fair market value (as determined by the Board in good faith) of any other property contributed by a Member to the Company as of such date and (ii) the Service Contribution Amount with respect to such Member as of such date.

“ Carlyle ” means Carlyle Investment Management L.L.C., a Delaware limited liability company.

“ Carlyle Consulting Services Agreement ” means the Consulting Services Agreement between Carlyle, the Initial Operating Company, and, solely for the purposes described therein, the Company, dated as of the date hereof.

“ Carlyle Fees ” means any fees paid pursuant to the Carlyle Consulting Services Agreement, excluding (i) amounts paid thereunder as reimbursement of expenses and (ii) any

fees payable to Carlyle pursuant to the Carlyle Consulting Services Agreement in connection with any debt financing or lease transaction.

“ Change of Control ” of any Entity means the direct or indirect Transfer (whether by merger, consolidation, reorganization or similar transaction or otherwise) of a majority of the outstanding voting securities or interests of such Entity.

“ Commitment ” means, with respect to any Member, the maximum aggregate amount of cash to be contributed by such Member to the Company, as adjusted from time to time as provided in this Agreement. The Commitment of each Initial Member is set forth opposite such Initial Member’s name on Exhibit A ; provided , however , that, in the event of any GC Industrial Non-Container Investment, (i) the Commitment of GC Industrial shall be reduced by the amount of such GC Industrial Non-Container Investment and (ii) the Commitment of each Member (other than the GC Industrial Member and the Tiger Member) will be reduced (not below zero) by an amount equal to (A) the amount of such Member’s Commitment multiplied by (B) a fraction the numerator of which is the amount of such GC Industrial Non-Container Investment and the denominator of which is the amount of GC Industrial's Commitment immediately prior to such GC Industrial Non-Container Investment.

“ Commitment Percentage ” means, with respect to any Member as of any date, the ratio of (i) the Commitment of such Member to (ii) the aggregate Commitments of all Members. Each Member’s initial Commitment Percentage is set forth opposite such Member’s name on Exhibit A .

“ Company Group ” means the Company, each of its direct and indirect Subsidiaries, and any other Entity in which the Company has made, directly or indirectly, an Investment.

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

“ Company Sale ” means a Drag-Along Transaction or any other transaction, or series of related transactions, as a result of which one or more Persons or group of Persons (other than the GC Industrial Member or any of its Affiliates) acquires: (i) Interests constituting greater than fifty percent (50%) of the Interests then outstanding (measured by the Percentage Interests immediately prior to such Transfer), whether such transaction is effected by merger, consolidation, recapitalization, sale or Transfer of the Company’s Interests or otherwise; provided that, following such transaction, neither GC Industrial nor any of its Affiliates retains the power to direct or cause the direction of the management and policies of, or otherwise Controls the Company (or of any successor of the Company surviving such transaction), or (ii) assets of the Company Group representing seventy-five percent (75%) of the consolidated total net asset value of the Company Group (by way of sale, license, lease or disposition of the assets of the Company Group or a sale of the equity interests of the Company Group Members or otherwise).

“ Contemplated Investment Activity ” means (i) investing in Subsidiaries of the Company and other Entities that are engaged or will engage in (A) the Business or (B) any activity that would constitute a Contemplated Investment Activity if engaged in by any Company Group Member, (ii) acquiring, holding, owning and disposing of and otherwise dealing with or

in securities or other Investments in Subsidiaries of the Company and other Entities that, directly or indirectly through their Subsidiaries, are engaged or will engage in the Business, (iii) making, holding and disposing of Permitted Cash Equivalent Investments and (iv) activities incidental to the investment activities described in clauses (i) through (iii) of this definition; provided that any activity determined by the Transaction Committee in good faith to fall within the foregoing definition shall be deemed to constitute a Contemplated Investment Activity.

“ Control ” means, when used with respect to a specified Person, the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or interests, by contract or otherwise. “ Controlled ” and “ Controlling ” will have correlative meanings.

“ Disposition ” means a disposition, sale, assignment, Transfer, exchange, pledge, or the grant of a security interest or other encumbrance.

“ Entity ” means any corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, trust, business trust, unincorporated association, estate or other legal entity.

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ GC Industrial ” means Greater China Industrial Investments LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands.

“ GC Industrial Member ” means GC Industrial and any subsequent transferee of Interests held by GC Industrial; provided that such Transfer is effected in compliance with this Agreement.

“ GC Industrial Non-Container Investment ” means any capital contribution made to GC Industrial by its members (other than a service contribution pursuant to Section 4.03 of the Management Agreement, dated as of the date hereof, by and among TML, GC Industrial Operating Company and (solely for certain purposes described therein) GC Industrial) that is not used to fund Capital Contributions to the Company.

“ Greater China ” means the People’s Republic of China, Taiwan and the Special Administrative Regions of Hong Kong and Macau.

“ Holder ” means any Member that hereafter holds any securities of the same class or series as any Publicly Offered Securities.

“ Incentive Distribution ” means any distribution made to GC Industrial pursuant to subclause (B) of Section 5.03(a)(iii) , 5.03(a)(iv) or 5.03(a)(v) .

“ Initial Budget ” means the initial budget of the Company, as amended from time to time in accordance with this Agreement.

“ Initial Investment Date ” means the first date that the Company receives a cash Capital Contribution with respect to its initial Investment.

“ Initial Operating Company ” means GC Intermodal Operating Company, a Republic of the Marshall Islands corporation and wholly owned Subsidiary of the Company.

“ Initial Public Offering ” means the initial public offering of securities of the Company, any Subsidiary of the Company or any Successor Entity (or any other successor of the Company or any Subsidiary of the Company) for cash pursuant to an effective registration statement under the Securities Act or the comparable statute of any applicable jurisdiction; provided that in the event of an initial public offering of securities of any Subsidiary of the Company, the net asset value of such Subsidiary shall constitute greater than sixty percent (60%) of the consolidated total net asset value of the Company Group (as reflected on the most recently prepared consolidated balance sheet of the Company).

“ Initial Seaspan Member ” means Seaspan Investment I Ltd., a corporation formed under the laws of the Republic of the Marshall Islands.

“ Initial Tiger Member ” means TML.

“ Initial Washington Member ” means Blue Water Commerce, LLC, a Montana limited liability company.

“ Interest ” means all of the interest of a Member in the Company (including rights to distributions (liquidating or otherwise), allocations, information, and to consent or approve) existing from time to time hereunder.

“ Investment ” means any equity or debt investment made or committed to be made by the Company or any of its Subsidiaries, except that payment of any general, administrative or other operating or formation expense of the Company or any of its Subsidiaries (including through any investment in any such entity, to the extent so designated by the Transaction Committee) will not constitute an Investment.

“ Investment Advisers Act ” means the Investment Advisers Act of 1940.

“ Investment Commitment Period ” means the period commencing on the Effective Date and ending on the earlier of (i) the fifth anniversary of the Effective Date, unless such period is extended with the consent of all the Members, (ii) dissolution of the Company pursuant to Section 10.01(a) , and (iii) consummation of a Company Sale, in each case unless earlier terminated pursuant to this Agreement.

“ Investment Company Act ” means the Investment Company Act of 1940.

“ IPO Date ” means the first date of the issuance of Publicly Offered Securities in an Initial Public Offering.

“ Manager Entity ” means any counterparty to a Services Agreement (other than the Company or any of its Subsidiaries) that is a controlled Affiliate of Seaspan Corporation, TML and/or SMSL.

“ Material Affiliate Transaction ” means any transaction or series of related or substantially similar transactions involving consideration provided by or to the Company and/or any of its Subsidiaries in excess of $1.75 million in the aggregate between the Company or any Subsidiary, on the one hand, and any Member or any Affiliate of such Member (other than the Company or any of its Subsidiaries or any employee of the Company or any of its Subsidiaries), on the other hand, other than (i) any transaction contemplated by this Agreement or any agreement contemplated to be entered into in connection with this Agreement (including any Services Agreement), including any Capital Contribution contemplated by this Agreement, distributions made in accordance with the terms of this Agreement, any decision to make or refrain from making any capital call or distribution under this Agreement in accordance with the terms of this Agreement, payment of any Organizational Expenses in accordance with the terms of this Agreement, payment of fees under any Services Agreement, and any determination to be made under this Agreement or any Services Agreement not involving a default under such agreements and not resulting in an increase in any fees under the Service Agreements, (ii) the issuance of Interests or other equity interests of the Company effected in compliance with Article XII (other than issuance of Interests or other equity interests of the Company to Members or their Affiliates, including Interests issued pursuant to the Strategic Services Agreement, for consideration other than cash, other than in connection with an IPO Reorganization), (iii) any amendment or modification of any Services Agreement (other than the Carlyle Consulting Agreement) not providing for or resulting in an increase in fees payable thereunder, (iv) participation in any bona fide debt or lease financing transaction provided to the Company or any Subsidiary of the Company by any Affiliate of any Member that is regularly engaged in providing debt, lease or similar financing or investing in loans, debt securities or debt or lease financings (and the purchase of securities issued in connection therewith) and payment of principal, interest, rent and other amounts payable thereunder, compliance with the terms thereof and performance of any obligation of the Company or any of its Subsidiaries thereunder and any amendment or modification thereof; provided that one or more Persons unaffiliated with any Member also participates in such financing on the same terms and conditions, (v) any transaction with a portfolio company of any investment fund managed by any Member or any of its Affiliates; provided that such transaction (or series of related or substantially similar transactions) (A) is entered into in the ordinary course of business of such portfolio company on terms substantially similar to the terms of similar transactions that such portfolio company enters into with unaffiliated third parties and (B) represents less than five percent (5%) of the consolidated revenues or consolidated assets of such portfolio company and of the Company and (vi) any amendment or modification of this Agreement effected in compliance with Section 14.03 .

“ Member ” means any member of the Company, including any Initial Member and any other Person that becomes a member of the Company in accordance with the terms hereof after the date hereof, in each case, so long as such Person remains a member of the Company.

“ Net Initial G&A Capital Contributions ” as of any date means the amount of the Initial G&A Capital Contributions previously made by the GC Industrial Member as of such date, minus the amount of Reimbursement Distributions received by the GC Industrial Member on or prior to such date.

“ New Securities ” shall mean any Interest of the Company (for avoidance of doubt, including as a result of the increase in the Commitment of one or more Members), and any rights, options or warrants to purchase Interests of the Company, and securities that are convertible into, or exchangeable for, Interests of the Company; provided , however , that the term “ New Securities ” does not include (i) Interests, securities, warrants, options or other rights issued for consideration other than cash (including Interests issued pursuant to the Strategic Services Agreement), (ii) Interests, securities, warrants, options or other rights issued pursuant to the acquisition of another Person or business by the Company or other business combinations, (ii) Interests, securities, warrants, options or other rights issued in connection with an Initial Public Offering, any IPO Reorganization or other pro rata recapitalization of the Company (including any pro rata distribution of any Interests, securities, warrants, options or other rights to the Members), (iii) Interests, securities, warrants, options or other rights issued in or pursuant to any Initial Public Offering or any other offering of Interests, securities, warrants, options or other rights to the public or pursuant to a so called “Rule 144A offering” with unaffiliated parties (or the equivalent thereof); (iv) Interests, securities, warrants, options or other rights issued to officers, directors, employees or consultants of the Company or any of its Subsidiaries under any benefit or incentive plan or arrangement approved by the Board, (v) Interests, securities, warrants, options or other rights issued in connection with any debt financings or in exchange for any outstanding indebtedness, or (vi) Interests issued in connection with joint ventures or strategic relationships or similar transactions permitted by the terms of this Agreement.

“ Organizational Expenses ” means (i) all out-of-pocket expenses incurred by the Company, GC Industrial and the members of GC Industrial in connection with (A) the formation and organization of the Company and GC Industrial in an amount not to exceed the amount of such expenses disclosed in writing by GC Industrial to the Seaspan Member and the Washington Member prior to the date of this Agreement and (B) the preparation of the Services Agreements and other agreements contemplated by this Agreement and (ii) the fees and expenses of outside counsel and outside accounting advisors of the Seaspan Member and the Washington Member incurred in connection with negotiation of this Agreement, the ROFR Agreement and the Services Agreements, the preparation and negotiation of related documentation and the investment by such Members in the Company in an amount not to exceed the amount of such fees and expenses disclosed in writing to the GC Industrial Member prior to the date of this Agreement.

“ Percentage Interest ” means, with respect to any Member as of any date, the ratio of (i) the Capital Contributions of such Member as of such date (other than any Initial G&A Capital Contributions) to (ii) the aggregate Capital Contributions (other than any Initial G&A Capital Contributions) of all Members as of such date. The Percentage Interests of the Members, as adjusted from time to time, will be maintained with the books and records of the Company.

“ Permitted Cash Equivalent Investments ” means, unless otherwise determined by the Transaction Committee, any of the following: (i) investments in direct obligations of the United States of America or any agency thereof, (ii) investments in time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess

of $50,000,000 (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized rating organization, (iii) investments in commercial paper, repurchase agreements or other similar securities or instruments that mature not more than 180 days after the date of acquisition, issued by a corporation organized and in existence under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of “P-2” (or higher) according to Moody’s Investors Service, Inc. or “A-2” (or higher) according to Standard & Poor’s Ratings Services or whose long-term rating, according to Moody’s Investor Service, Inc. or Standard & Poor’s Ratings Services, as the case may be, is at least Baa3 or BBB-, and (iv) investments in mutual funds whose investment guidelines restrict such funds’ investments to those satisfying the provisions of clauses (i) through (iii) above.

“ Permitted Transfer ” means (i) in the case of a Member that is an Entity, the Transfer of Interests by such Member to any Affiliate of such Member; provided , that, in the case of any Transfer by the Tiger Member, such Transfer does not result in any reduction in the equity or voting interest held by Gerry Wang or Graham Porter in the Company (provided that such interest may be held indirectly through one or more of their respective Affiliates), (ii) in the case of any Member that is a natural person, (A) the Transfer of any Interests of such Member to any immediate family member of such Member, (B) the Transfer of any Interests upon the death of such Member pursuant to will or intestate succession and (C) Transfers of any Interests for estate planning purposes where the Transferring Member retains the power to vote and dispose of the Transferred Interests, (iii) Transfers of any Interests issued pursuant to Section 4.03 of the Strategic Services Agreement by the Tiger Member to the Washington Member or any of its Affiliates; provided that for purposes of this clause (iii) the Tiger Member retains all rights to appoint any director under this Agreement associated with such Transferred Interest and any right to grant or withhold any consent, approval or agreement under this Agreement associated with such Interests (including any right to agree, or withhold agreement, to any amendment of this Agreement), (iv) Transfers of any Interests by Seaspan Corporation or its controlled Affiliates to any successor Person as a result of any merger, consolidation, reorganization or similar transaction or any sale of all or substantially all the assets thereof and (v) in the case of the Washington Member, in addition to Transfers provided for above, Transfers to (A) Dennis Washington and/or his immediate family members and lineal descendants, (B) one or more trusts established for the benefit of, or one or more Entities Controlled by, any of the Persons described in subclause (A) of this clause (v), or one or more Entities Controlled by trusts described in this subclause (B) of this clause (v) and (C) one or more charitable foundations established by any of the Persons described in subclause (A) of this clause (v).

“ Permitted Transferee ” means any Person to whom such Member effects a Permitted Transfer of any Interests held by such Member.

“ Person ” means any individual or Entity.

“ Publicly Offered Securities ” means equity securities offered in an Initial Public Offering.

“ Registrable Securities ” means any equity securities of the Company, any Successor Entity or any other successor to the Company held at any time by any Holder (including any shares or units of equity securities in the Company which may be issued or distributed in respect thereof by way of dividend or split or other distribution, recapitalization or reclassification). Any particular Registrable Securities that are issued will cease to be Registrable Securities when (i) a registration statement with respect to the sale by the Holder of such securities has become effective under the Securities Act or the comparable statute of any applicable jurisdiction and such securities have been disposed of in accordance with such registration statement, (ii) such securities will have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act, or (iii) such securities will have ceased to be outstanding.

“ Registration Expenses ” means any and all expenses incident to performance of or compliance with the provisions of Section 11.04 , including (i) all SEC and stock exchange or financial regulatory authority registration and filing fees (including, if applicable, the fees and expenses of any “qualified independent underwriter” and of its counsel), (ii) all fees and expenses of complying with securities or blue sky laws (including fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, messenger and delivery expenses, (iv) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange and all rating agency fees, (v) the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits and/or “comfort” letters required by or incident to such performance and compliance, (vi) the reasonable fees and disbursements of counsel selected by the Holders of the Registrable Securities being registered to represent such Holders in connection with each such registration and (vii) other reasonable out-of-pocket expenses of Holders (provided that such expenses will not include expenses of counsel other than those provided for in clause (vi) above).

“ Right of First Refusal Agreement ” means that certain Right of First Refusal Agreement, dated as of the date hereof, by and among the Company, Seaspan Corporation and the Washington Member.

“ Seaspan Corporation ” means Seaspan Corporation, a corporation formed under the laws of the Republic of the Marshall Islands.

“ Seaspan Member ” means the Initial Seaspan Member and any Controlled Affiliate of Seaspan Corporation that subsequently becomes a Member.

“ SEC ” means the U.S. Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act or the Exchange Act.

“ Securities Act ” means the U.S. Securities Act of 1933.

“ Service Contribution Amount ” means, with respect to any Member, as of any date, the aggregate amount of fees otherwise payable in cash pursuant to the Strategic Services Agreement that, as a result the operation of Section 4.03 of the Strategic Services Agreement, have been paid through the issuance of Interests pursuant to Section 4.03 of the Strategic Services Agreement on or prior to such date.

“ Service Contributions ” means service contributions deemed to be made pursuant to Section 4.03 of the Strategic Services Agreement.

“ Services Agreements ” means (i) the Strategic Services Agreement, (ii) the Carlyle Consulting Services Agreement and (iii) the Technical and Commercial Management Agreement.

“ SMSL ” means Seaspan Management Services Limited, a company formed under the laws of Bermuda.

“ SSML ” means Seaspan Ship Management Ltd., a company formed under the laws of British Columbia.

“ Subsidiary ” means, with respect to any Person, any other Person more than 50% of the voting power of which is held, directly or indirectly, by such first Person and/or any of such first Person’s Subsidiaries, or over which such Person either directly or indirectly exercises Control (including (i) any limited partnership of which such first Person, directly or indirectly, is the general partner or otherwise has the power to direct or cause the direction of the management and policies thereof and (ii) any limited liability company of which such first Person, directly or indirectly, is the managing member or otherwise has the power to direct or cause the direction of the management and policies thereof).

“ Tiger Member ” means the Initial Tiger Member and any Affiliate of any Tiger Member that subsequently becomes a Member.

“ TML ” means Tiger Management Limited, a limited liability company formed under the laws of the Cayman Islands.

“ Transfer ” means any transfer, conveyance, assignment, pledge, mortgage, charge, hypothecation or other disposition.

“ Unreturned Contribution Amount ” as of any date means, for each Member, an amount equal to the excess of (i) the cumulative Capital Contributions of such Member as of such date, over (ii) the cumulative distributions received (or deemed received) by such Member from the Company prior to such date pursuant to Section 4.01(b) (including any Reimbursement Distributions), Section 5.03(a)(i) and Section 10.02(a) .

“ Vessel ” means an ocean-going vessel specifically constructed to transport containerized cargo.

“ Washington Member ” means the Initial Washington Member and any Permitted Transferee of any Washington Member that subsequently becomes a Member.

(b) The following terms have the meanings provided in the Sections set forth below:


Term		Section
Adjusted Capital Account		Appendix A-1
Agreement		Preamble


Term		Section
Amended Drag-Along Notice		11.03(d)
Authorized Director		6.02(f)
Authorizing Director		6.02(f)
Board		6.01(a)
Capital Account		Appendix A-1
Carlyle Consulting Services Agreement		2.04(b)
Certificate of Formation		Recitals
Clawback Determination Date		5.05(b)
Clawback Amount		5.05(b)
close associate		13.14(c)(iv)
Code		Appendix A-1
Company		Preamble
Company Minimum Gain		Appendix A-1
Confidential Information		7.02
Defaulting Member		4.04(a)
Depreciation		Appendix A-1
Director		6.01(a)
Drag-Along Interests		11.03(a)
Drag-Along Member		11.03(a)
Drag-Along Notice		11.03(d)
Drag-Along Right		11.03(a)
Drag-Along Transaction		11.03(a)
Effective Date		Preamble
Fiscal Year		2.06
G&A Cap		4.01(b)
GC Industrial Directors		6.01(b)
Governmental Authority		13.14(c)
Gross Asset Value		Appendix A-1
immediate family member		13.14(c)(iii)
Initial G&A Capital Contributions		4.01(b)
Initial Members		Preamble
IPO Reorganization		11.04(a)
Liquidation Event		10.01(a)
Member Minimum Gain		Appendix A-1
Member Nonrecourse Debt		Appendix A-1
Member Nonrecourse Deductions		Appendix A-1
New Securities Notice		12.01(b)
Non-Competition Agreement		2.04(b)
Nonrecourse Deductions		Appendix A-1
Nonrecourse Liability		Appendix A-1
OFAC		13.14(a)
OFAC Regulations		13.14(a)
Offered Interests		11.02(a)
Office of the Registrar		Recitals


Term		Section
Permitted Service		6.07(d)
PFIC		7.01(b)
Profits and Losses		Appendix A-1
Proposed Closing Date		12.01(b)
Proposed Third-Party Sale		11.02(a)
Public Official		13.14(c)
Regulatory Allocations		Appendix A-1
Reimbursement Distribution		4.01(b)
Sale Notice		11.02(c)
Seaspan Director		6.01(b)
Seaspan True Up Amount		5.03(b)
Selling Members		11.02(a)
Strategic Services Agreement		2.04(b)
Subscription Notice		12.01(b)
Subscription Period		12.01(b)
Successor Entity		11.04(a)
Supermajority of the Board		6.03
Tag-Along Member		11.02(a)
Tag-Along Notice		11.02(d)
Tag-Along Right		11.02(a)
Technical and Commercial Management Agreement		2.04(b)
Third-Party Purchaser		11.02(a)
Third-Party Terms		11.02(c)
Tiger Directors		6.01(b)
Transaction Committee		6.04(a)(i)
Transaction Committee Meeting Materials		6.04(a)
Treasury Regulations		Appendix A-1
True Up Amount		5.03(b)
True Up Distribution		5.03(b)
Washington Director		6.01(b)
Washington True Up Amount		5.03(b)

1.02 Construction.

(a) Unless the context of this Agreement otherwise requires, (i) any pronoun will include the corresponding masculine, feminine and neuter forms, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, (iv) the terms “Article”, “Section”, “Attachment”, “Appendix” and “Exhibit” refer to the specified Article, Section, Attachment, Appendix or Exhibit, respectively, of this Agreement, (v) the word “including” will mean “including, without limitation”, (vi) the word “or” will be disjunctive but not exclusive, and (vii) “$” will mean U.S. dollars.

(b) References to this Agreement will be deemed to include all Appendices and Exhibits hereto. References to agreements and other documents will be deemed to include all subsequent amendments and other modifications or supplements thereto.

(c) References to statutes will include all regulations promulgated thereunder and references to statutes or regulations will be construed as including all statutory and regulatory provisions consolidating, amending or replacing such statute or regulation.

(d) The headings and subheadings of the Sections contained in this Agreement are solely for the purpose of reference and will not affect the meaning or interpretation of this Agreement.

(e) The language used in this Agreement will be deemed to be the language chosen by the Members to express their mutual intent, and no rule of strict construction will be applied against any Member.

(f) References to an “agreement”, “approval”, “authorization”, “consent”, “designation”, “determination”, or “selection” of or by the Transaction Committee shall mean an agreement, approval, authorization, consent, designation, determination or selection of or by the voting members of the Transaction Committee.

ARTICLE II.

ORGANIZATION

2.01 Formation.

The Company was formed as a Republic of the Marshall Islands limited liability company by the filing of the Certificate of Formation in the Office of the Registrar as of March 11, 2011. The Person who executed, delivered and filed the Certificate of Formation of the Company in the office of Office of the Registrar was a designated “authorized person” within the meaning of the Act, and such filing is hereby ratified and approved. The rights and liabilities of the Members will be determined pursuant to the Act and this Agreement. To the extent that there is any conflict or inconsistency between any non-mandatory provision of the Act and any provision of this Agreement, the provisions of this Agreement control and take precedence.

2.02 Name.

The name of the Company is “Greater China Intermodal Investments LLC”. The Company may conduct business under that name or any other name selected by the Transaction Committee and approved by the Board from time to time in accordance with Applicable Law.

2.03 Registered Agent; Registered Office.

The registered agent of the Company in the Republic of the Marshall Islands will be the initial registered agent designated in the Certificate of Formation, or such other Person as the Board may designate from time to time in accordance with the Act. The registered office of the Company in the Republic of the Marshall Islands will be the initial registered office designated

in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Board may designate from time to time in accordance with the Act.

2.04 Purpose and Powers.

(a) The Company is organized for the object and purpose of engaging in any lawful transaction and in any lawful activity permitted to be conducted by a limited liability company under the Act and any other Applicable Law. The Company will have all powers permitted to be exercised by a limited liability company formed in the Republic of the Marshall Islands. Subject to the approval of the Board, the Company may form, acquire and hold membership interests, partnership interests, capital stock or other securities of other Entities. The Company will not engage in any trade or businesses other than the Contemplated Investment Activities.

(b) Concurrently with the execution of this Agreement, (i) the Initial Operating Company, TML and, solely for the limited purposes set forth therein, the Company are entering into a Management Agreement in substantially the form attached as Exhibit B (the “ Strategic Services Agreement ”), pursuant to which TML will provide to the Company Group financial and strategic advisory services, (ii) the Initial Operating Company, Carlyle and, solely for the limited purpose set forth therein, the Company are entering into the Carlyle Consulting Services Agreement in substantially the form attached as Exhibit C (the “ Carlyle Consulting Services Agreement ”), pursuant to which Carlyle will provide to the Company Group certain consulting and advisory services, (iii) the Initial Operating Company, SMSL and, solely for the purposes set forth therein, the Company are entering into a Technical and Commercial Management Agreement in the form attached as Exhibit D (the “ Technical and Commercial Management Agreement ”), pursuant to which SMSL will provide to the Company Group technical and commercial management services for container vessels owned by the Company Group, and (iv) the Company, GC Industrial and each of Gerry Wang, Graham Porter and SMSL are entering into a Non-Competition Agreement in substantially the forms attached as Exhibit E-1 , Exhibit E-2 and Exhibit E-3 , respectively (each a “ Non-Competition Agreement ”). The Company shall, except as determined by the Transaction Committee, cause each Company Group Member that is a direct or indirect Subsidiary of the Company to execute and deliver a counterpart signature page or joinder agreement, as applicable, to the Strategic Services Agreement, the Carlyle Consulting Services Agreement and the Technical and Commercial Management Agreement. For the avoidance of doubt, in no event will amounts paid by any Company Group Member pursuant to any Services Agreement be deemed a distribution by the Company to any of its Members.

(c) GC Industrial agrees that, during the Investment Commitment Period, the Company and its Subsidiaries shall constitute the exclusive vehicle in which it will make direct or indirect investments in Vessels (excluding any investment in any Entity where, at the time of such Investment, Vessels constitute less than thirty percent (30%) of the consolidated total assets of such Entity on the date of acquisition of such Entity, and there is no current intention by GC Industrial on such date to separately dispose of substantially all of the non-

Vessel assets of such Entity within twelve (12) months of the date of acquisition of such Entity).

2.05 Term.

The Company will continue in existence in perpetuity unless its business and affairs are wound up pursuant to Section 10.01(a) .

2.06 Fiscal Year.

The fiscal year of the Company (the “ Fiscal Year ”) for financial statement purposes will end on December 31, unless otherwise determined by the Board.

2.07 Foreign Qualification.

The Board may cause to be filed, on behalf of the Company, such documents, forms and instruments, and undertake such other actions, as may be required in order to qualify the Company to do business and to transact business in any jurisdiction in which it is required to so qualify.

2.08 Certain Tax Matters.

Subject to Section 11.04 , the parties intend that the Company be treated as a partnership for U.S. income tax purposes, and the Company, each member of the Board and each officer of the Company is hereby authorized to take all necessary or appropriate actions to cause the Company to be treated as a partnership for U.S. income tax purposes. In furtherance of the foregoing, the Company will timely execute and file a U.S. Internal Revenue Service Form 8832 electing to classify the Company as a partnership for U.S. federal income tax purposes as of the date the Company was formed and each Member agrees to execute any such form or other documentation that the Company requests it execute in connection with making such election. Subject to Section 11.04 , the Company will not elect to be treated as an association taxable as a corporation for U.S. federal, state or local income tax purposes under Regulations Section 301.7701-3 or under any corresponding provision of state or local law and the Company will use its reasonable best efforts to operate in a manner such that it will not be treated as a publicly traded partnership for U.S. income tax purposes. The Company will use its reasonable best efforts to ensure that (i) it is not engaged in a trade or business within the United States within the meaning of the Code and (ii) it does not generate items of gross income that are taken into account for purposes of calculating “unrelated business taxable income” as defined in Section 512 and Section 514 of the Code. The taxable year of the Company will be its Fiscal Year unless otherwise required under the Section 706 of the Code.

2.09 Organizational Expenses.

Organizational Expenses will be borne by and charged to the Company. Within 30 days after the submission by the GC Industrial Member, the Seaspan Member, the Washington Member or any of their respective

Affiliates of invoices evidencing the incurrence of Organizational Expenses prior to the Initial Investment Date, the Company will reimburse the GC Industrial Member, the Seaspan Member, the Washington Member or any of their respective Affiliates, as applicable, for such Organizational Expenses. GC Industrial represents and warrants that, other than the Organizational Expenses and any obligations under this Agreement, any Services Agreement and that certain letter agreement between the Company and Deutsche Bank Securities, Inc. dated on or about the date hereof, no Company Group Member has any liabilities as of the Effective Date.

ARTICLE III.

MEMBERS

3.01 Members.

As of the Effective Date, each of the Entities set forth on Exhibit A is hereby admitted as a Member. The names, addresses, Commitments and Commitment Percentages of each Member are set forth on Exhibit A . Subject to any approvals required by this Agreement, the Board is hereby authorized to complete or amend Exhibit A to reflect the admission of additional Members, the resignation of a Member or a change to the address, Commitment or Commitment Percentage of a Member as provided in this Agreement. The Company will promptly deliver to each Member a copy of Exhibit A , as amended, no less frequently than annually and in any event promptly following an amendment to Exhibit A pursuant to this Section 3.01 in connection with admission of any New Members (other than in connection with a Permitted Transfer). The Company will maintain the Percentage Interests of the Members in the books and records of the Company and will automatically update the Percentage Interests of the Members promptly following the deemed contribution of any Service Contribution Amount pursuant to the Strategic Services Agreement.

3.02 Additional Members.

A Person may be admitted as a Member if (a) such Person has executed and delivered to the Company a counterpart signature page to this Agreement agreeing to be bound by the terms of this Agreement and any other agreements or instruments by which a Member is bound as a condition to or by virtue of the Member’s ownership of Interests and (b) other than admission of a Transferee of Interests pursuant to a Permitted Transfer, the admission of such Person as a Member has been approved by the Board as provided in this Agreement.

3.03 Resignation or Withdrawal of a Member.

No Member will have the right to resign or withdraw from membership in the Company, except as specifically provided in Article X or upon a Transfer of all of such Member’s Interests in accordance with Article XI .

3.04 No Participation in Control.

The Members will have no power to participate in the management of the Company, except as expressly authorized by this Agreement or the Certificate of Formation or expressly required by the Act. The approval or consent of the Members will not be required in order to authorize the taking of any action by the Company, and the Members will have no right to reject, overturn, override, veto or otherwise approve, consent or pass judgment upon any action taken by the Company or any authorized officer of the Company, in each case, unless and then only to

the extent that (a) such approval or consent is expressly required by this Agreement, the Certificate of Formation or the Act or (b) the Board has determined in its sole discretion that obtaining such approval or consent would be appropriate or desirable. No Member, acting in the capacity of a Member, is an agent of the Company, nor will any Member, unless expressly authorized in writing to do so by the Board, have any right, power or authority to bind or act on behalf of the Company in any way, to pledge its credit, to execute any instrument on its behalf or to render it liable for any purpose.

3.05 Interest in Property of the Company.

Each Member’s Interest will for all purposes be personal property. No Member will have any interest in specific Company property. All property of the Company, whether real or personal, tangible or intangible, will be deemed to be owned by the Company as an Entity, and no Member, individually, will have any direct ownership in, or rights to, such property.

3.06 No Right of Partition.

No Member has or will have any right to seek or obtain partition by court decree or operation of law of any Company property, or the right to own or use particular or individual assets of the Company.

3.07 No Liability of Members and Directors.

No Member or Director will have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise, except to the extent that any such liabilities or obligations are expressly assumed herein or otherwise in writing by such Member or Director.

3.08 Tax Matters Partner.

To the extent applicable, the GC Industrial Member is hereby designated as the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Code. To the extent applicable, the “tax matters partner” will take such actions as are necessary to cause each other Member to become a “notice partner” within the meaning of Section 6231(a)(8) of the Code. The Company will not file a U.S. federal or state income tax partnership return that takes the position that the Company is engaged in a U.S. trade or business unless required by Applicable Law.

ARTICLE IV.

CAPITAL CONTRIBUTIONS

4.01 Commitments; Capital Contributions.

(a) Commitments . Subject to Section 4.05 , each Member agrees to make cash Capital Contributions to the Company from time to time in accordance with the terms of this Agreement in an aggregate amount not to exceed the Commitment of such Member set forth opposite such Member’s name on Exhibit A . Amounts distributed to Members (other

than Reimbursement Distributions) will not increase any Member’s Commitment. Reimbursement Distributions will increase the Commitment of the Members receiving such Reimbursement Distributions by the amount of such Reimbursement Distributions. No distributions (including Reimbursement Distributions) may be recalled by the Company, except as expressly provided herein.

(b) Capital Contributions . Subject to Section 4.05 , the Members will make cash Capital Contributions to the Company pro rata in accordance with their relative Commitment Percentages, at such times and in such amounts as may be determined by the Board in its sole discretion; provided , however , that (x) no Member will be required to make Capital Contributions (other than Service Contributions) in excess of such Member’s Commitment and (y) no Member shall make Capital Contributions (other than Service Contributions) after the expiration or termination of the Investment Commitment Period other than to fund Investments pursuant to binding commitments entered into by the Company or its Subsidiaries in compliance with this Agreement before the expiration or termination of the Investment Commitment Period; and, provided , further , that (i) to the extent that the Board determines that the Members should make Capital Contributions to fund payment of general and administrative expenses of the Company and its Subsidiaries incurred in accordance with the Initial Budget prior to the date on which the Company makes its first Investment (other than any Permitted Cash Equivalent Investment), which Capital Contributions shall in no event exceed the actual aggregate amount of general and administrative expenses incurred (the “ Initial G&A Capital Contributions ”), the GC Industrial Member will make 100% of such Initial G&A Capital Contributions, up to an aggregate cap of $2,000,000 less the aggregate amount expended by GC Industrial to fund payment of general and administrative expenses of GC Industrial (such net amount, the “ G&A Cap ”), (ii) upon the earliest to occur of the GC Industrial Member having made Initial G&A Capital Contributions equal to the G&A Cap, the Company having made any distributions pursuant to Section 5.03(a) , the Company having made a payment to a third party to fund an initial Investment (for the avoidance of doubt, excluding any Permitted Cash Equivalent Investment) and GC Industrial having made a payment to a third party to fund any investment (other than an investment in the Company), (A) each Member (other than the GC Industrial Member) will, within 21 days of receipt of the GC Industrial Member’s written request for reimbursement for the Initial G&A Capital Contributions, make a Capital Contribution to the Company in an amount equal to (x) such Member’s Commitment Percentage as of the date of such written request, multiplied by (y) the Initial G&A Capital Contributions made by the GC Industrial Member as of such date and (B) the Company will distribute to the GC Industrial Member an amount equal to the aggregate amount of Capital Contributions made to the Company by all Members pursuant to the foregoing clause (A) (any such distribution being referred to as a “ Reimbursement Distribution ”) and (iii) cash Capital Contributions otherwise required to be made by the GC Industrial Member in connection with the Company’s initial Investment will be reduced by the excess of (A) Net Initial G&A Capital Contributions over (B) the product of (x) GC Industrial’s Commitment Percentage as of the date of the written request of the GC Industrial Member for such Reimbursement Distribution multiplied by (y) Initial G&A Capital Contributions; provided , however , that any Capital Contribution adjustments under clauses (ii) and (iii) above shall be made without duplication.

(c) Capital Call Notice . Unless waived by a contributing Member, any Capital Contribution (other than Service Contributions) will be requested in a capital call issued by the Board upon at least 21 days’ written notice to such Member. For all purposes under this Agreement, any Capital Contributions will be deemed to have been made on the later of (i) the date such Capital Contribution is required to be made pursuant to a notice delivered pursuant to this Section 4.01(c) and (ii) the date on which such Capital Contribution is actually made.

(d) Commitment Limit and Increase . Any increase in the Capital Commitment of any Member will be subject to approval by a Supermajority of the Board. No Member will be required to make Capital Contributions (other than Service Contributions) in excess of its Commitment (or to increase its Commitment) without the consent of such Member (in its sole discretion). The Board may, in its sole discretion, offer Members the opportunity, upon 21 days’ written notice, to increase their Commitments, but any such offer will be made on a pro rata basis in accordance with their then-existing Commitments. Any such increase will, subject to the first sentence of this Section 4.01(d) , become binding upon delivery of written acceptance by the increasing Member or Members to the Company and each other Member. The Company will amend Exhibit A to reflect any changes in Commitments and Commitment Percentages resulting from any acceptance of additional Commitments hereunder. Notwithstanding any of the foregoing to the contrary, nothing in this Section 4.01(d) will be deemed to limit a Member’s right to make additional Capital Contributions to the Company to the extent approved by a Supermajority of the Board and to the extent such additional Capital Contributions are made in compliance with Article XII .

(e) Return of Contributions . A Member is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions (other than the Initial G&A Capital Contributions to the extent provided in Section 4.01(b) ). An unrepaid Capital Contribution is not a liability of the Company or of the other Members. No Member is required to contribute or to lend any cash or property to the Company to enable the Company to return the Capital Contributions of any other Member.

(f) Loans . No Member will be required to make any loan or provide any credit support to the Company or any of its Subsidiaries. Any such loan or credit support will not be treated as a Capital Contribution or otherwise affect the Interests of such Member.

4.02 Capital Accounts.

The Company will maintain for each Member owning an Interest a separate Capital Account with respect to such Interest in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv) and as set forth in this Agreement.

4.03 Negative Balances.

Each Member will look solely to the assets of the Company for all distributions with respect to the Company and no Member will be required to pay to the Company or to any other

Member the amount of any negative balance which may exist from time to time in such Member’s Capital Account, including at the time of dissolution or liquidation of the Company.

4.04 Failure to Make Capital Contributions.

(a) General . If any Member fails to make any portion of such Member’s Capital Contribution when due, then the Company will promptly provide written notice of such failure to such Member (with a copy to all other Members). If such Member fails to make such Capital Contribution within five Business Days after receipt of such notice, then the Board may, in its sole discretion, designate such Member a “ Defaulting Member ” and the provisions of this Section 4.04 will apply. The Company will provide written notice of any such designation to each other Member.

(b) Remedies . Without limiting the other remedies available to the Company and the non-Defaulting Members, a Defaulting Member will have no further right or power to vote its Interest (including to appoint any Director) until such default is cured to the reasonable satisfaction of the Board, and the Board may further impose any or all of the following remedies in its discretion against a Defaulting Member: (i) charging an additional amount on the unpaid balance of any such Capital Contribution or other payments at a rate equal to 12% per annum from the date such balance was due and payable through the date full payment for such balance is actually made, (ii) prohibiting the Member from participating in future Investments, (iii) offsetting amounts otherwise distributable or payable to such Defaulting Member or any Affiliate of such Defaulting Member under this Agreement or any of the Services Agreements, (v) reducing the Defaulting member’s proportionate share of all future distributions by the Company to take into account the failure of the Defaulting Member to make any Capital Contribution required under this Agreement, and/or (vi) imposing any other remedies available at law. The Board may, in its sole discretion, allow each non-Defaulting Member to either (x) make additional Capital Contributions pro rata in accordance with the Commitments of such non-Defaulting Member relative to the aggregate Commitments of all non-Defaulting Members to cover the defaulted Capital Contribution of a Defaulting Member and, to the extent any such defaulted amount is not assumed by any such other Member, the Board may permit any of the Members so contributing to assume any such unpaid amounts (in which case each Member’s Commitment will be adjusted proportionately to account for such substituted Capital Contribution(s)), or (y) after reasonable notice to the Defaulting Member, make a loan to the Defaulting Member in an amount equal to the Defaulting Member’s portion of the applicable Capital Contribution pro rata in accordance with such non-Defaulting Member’s Commitment Percentage, which loan will be repaid in full out of distributions otherwise payable to the Defaulting Member hereunder prior to any distribution being made to such Defaulting Member and shall be secured by a pledge of the Defaulting Member’s Interests.

4.05 Termination of Investment Commitment Period.

Notwithstanding anything in this Article IV to the contrary, the GC Industrial Member will have the right, but not the obligation, to terminate the Investment Commitment Period by

notifying the Company and each other Member in writing of such decision at any time within eighteen (18) months of the Effective Date.

ARTICLE V.

ALLOCATIONS AND DISTRIBUTIONS

5.01 Allocations for Capital Account Purposes.

(a) Profits and Losses . Except as otherwise provided herein, Profits and Losses and, to the extent necessary, individual items of income, gain, loss or deduction of the Company will be allocated among the Capital Accounts of the Members in a manner that as closely as possible gives economic effect to the provisions in Section 5.03 , Section 5.04 , Article X and the other relevant provisions of this Agreement.

(b) Regulatory Allocations . Notwithstanding Section 5.01(a) , special allocations will be made as set forth in Appendix A-1 .

5.02 Allocations for Tax Purposes.

For U.S. federal income tax purposes, allocations will be made as set forth in Appendix A-2 .

5.03 Distributions.

(a) Distributions of Available Cash . Other than Reimbursement Distributions pursuant to Section 4.01(a) , and subject to Sections 5.04 , 5.05 and 5.06 , Available Cash and, if applicable, other property declared by the Board to be available for distribution under this Section 5.03(a) will be promptly distributed among the Members in the following order of priority:

(i) First , to the Members, in proportion to, and to the extent of, the Members’ respective Unreturned Contribution Amounts at the time of such distribution;

(ii) Second , to the Members, pro rata in accordance with their respective Percentage Interests, until the Aggregate Rate of Return at the time of such distribution is equal to twelve percent (12%);

(iii) Third , (A) eighty percent (80%) to the Members pro rata in accordance with their respective Percentage Interests and (B) twenty percent (20%) to the GC Industrial Member until the Aggregate Rate of Return at the time of such distribution is equal to twenty percent (20%);

(iv) Fourth , (A) seventy-five percent (75%) to the Members pro rata in accordance with their respective Percentage Interests and (B) twenty-five percent (25%) to the

GC Industrial Member until the Aggregate Rate of Return at the time of such distribution is equal to twenty-five percent (25%); and

(v) Thereafter , (A) seventy percent (70%) to the Members pro rata in accordance with their respective Percentage Interests and (B) thirty percent (30%) to the GC Industrial Member.

(b) True Up . Notwithstanding anything in Section 5.03(a) to the contrary, in the event of any distribution of Available Cash pursuant to Section 5.03(a) (ii), (iii), (iv) or (v) above, (i) (A) the portion of such distribution that would otherwise be distributed to the Seaspan Members pursuant to Section 5.03(a) (ii), (iii), (iv) or (v) will be increased by the Seaspan True Up Amount, pro rata in accordance with each Seaspan Member’s Percentage Interest relative to the aggregate Percentage Interests of all Seaspan Members and (B) the portion of such distribution that would otherwise be distributed to the Washington Member pursuant to Section 5.03(a) (ii), (iii), (iv) or (v) will be increased by the Washington True Up Amount, pro rata in accordance with each Washington Member’s Percentage Interest relative to the aggregate Percentage Interests of all Washington Member (in each case, a “ True-Up Distribution ”), (ii) the portion of such distribution that would otherwise be distributed to the GC Industrial Member pursuant to Section 5.03(a) (ii), (iii), (iv) or (v) will be decreased by the sum of the Seaspan True Up Amount and the Washington True Up Amount. For the avoidance of doubt, in the event of a distribution under more than one clause of Section 5.03(a) , the amounts distributed to the GC Industrial Member, on the one hand, and to the Seaspan Members and the Washington Member, on the other hand, will be decreased or increased, respectively, only once by such Seaspan True Up Amount and Washington True Up Amount, respectively. For purposes of this Section 5.03(b) , the “ Seaspan True Up Amount ” in connection with any True-Up Distribution means an amount equal to the excess of (i) the product of (x) the aggregate Carlyle Fees paid by the Company following the Effective Date and prior to such True-Up Distribution, multiplied by (y) a fraction, the numerator of which is the aggregate Commitments of all Seaspan Members and the denominator of which is the aggregate Commitments of all Members, over (ii) the aggregate amount of prior True-Up Distributions to all Seaspan Members. For purposes of this Section 5.03(b) , the “ Washington True Up Amount ” in connection with any True-Up Distribution means an amount equal to the excess of (i) the product of (x) the aggregate Carlyle Fees paid by the Company following the Effective Date and prior to such True-Up Distribution, multiplied by (y) a fraction, the numerator of which is the aggregate Commitments of all Washington Members and the denominator of which is the aggregate Commitments of all Members, over (ii) the aggregate amount of prior True-Up Distributions to all Washington Members.

5.04 Deemed Advance of Carlyle Fees.

Solely for the purpose of determining the Aggregate Rate of Return as of any date, any Carlyle Fees paid by the Company will be deemed to have been distributed by the Company to the Members, pro rata in accordance with Section 5.03 , on the day that such Carlyle Fees are paid to Carlyle or its Affiliates pursuant to the Carlyle Consulting Services Agreement.

5.05 Clawback.

Following the earliest to occur of (i) the dissolution of the Company pursuant to Section 10.02 , (ii) the date on which the Board determines that no further Capital Contributions (excluding, for the avoidance of doubt, Service Contribution Amounts) can be called from the Members and the aggregate distributions to date are sufficient to ensure that no Clawback Amount could be due pursuant to this Section 5.05 and (iii) a Company Sale (in the case of (i), (ii) or (iii), the “ Clawback Determination Date ”), if, after giving effect to all distributions made pursuant to Section 5.03 and Section 10.02 , but before giving effect to this Section 5.05 , the GC Industrial Member has (or but for this Section 5.05 would have) received aggregate Incentive Distributions in excess of the Incentive Distributions that it would have received pursuant to Section 5.03 and Section 10.02 if such distributions were computed on an aggregate basis as of the Clawback Determination Date, taking into account all transactions of the Company (and, in the case of a Company Sale, treating amounts received on the sale of Interests as if distributed under Section 5.03 for the purpose of the foregoing computation), then GC Industrial will pay to the Company the aggregate amount of such excess (the “ Clawback Amount ”). The Clawback Amount will be payable by the GC Industrial Member (x) other than in the case of a Company Sale, within five Business Days of dissolution of the Company or demand by the Board, as applicable, or (y) in the case of a Company Sale, concurrently with the consummation of such Company Sale. Upon receipt by the Company, the Clawback Amount will promptly be distributed to the Members (other than the GC Industrial Member) pro rata in proportion to such Member’s respective Percentage Interests relative to the aggregate Percentage Interests of all Members (other than the GC Industrial Member).

5.06 Withholding.

(a) The Company may withhold distributions or portions thereof if it is required to do so by any Applicable Law, and each Member hereby authorizes the Company to withhold from or pay on behalf of or with respect to such Member any amount of federal, state, local or foreign taxes that the Board determines that the Company is required to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement. Any amounts withheld pursuant to this Section 5.06(a) will be treated as having been distributed to such Member. The Company will not withhold from distributions to a Member without giving such Member prior written notice of its intention to withhold.

(b) Each Member will, to the fullest extent permitted by Applicable Law, indemnify and hold harmless the Company and each Person who is or who is deemed to be the responsible withholding agent for federal, state, local or foreign tax purposes against all claims, liabilities and expenses of whatever nature relating to the Company’s or such Person’s obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Company with respect to such Member or as a result of such Member’s participation in the Company.

(c) To the extent that the cumulative amount of such withholding for any period exceeds the distributions to which such Member is entitled for such period, the amount of such excess will be considered a loan from the Company to such Member. Such loan may, at the option of the Board, be satisfied (i) out of distributions to which such Member would

otherwise be subsequently entitled, or (ii) by the immediate payment in cash to the Company of such excess amount. The Board, on behalf of the Company, may take any other action it determines to be necessary or appropriate in connection with any obligation or possible obligation to impose withholding pursuant to any tax law or to pay any tax with respect to a Member. Each Member hereby unconditionally and irrevocably grants to the Company a security interest in such Member’s Interests to secure such Member’s obligation to pay to the Company any amounts required to be paid pursuant to this Section 5.06 . Each Member will take such actions as the Company may request in order to perfect or enforce the security interest created hereunder.

5.07 Distributions and Withholdings in Error.

Any distributions pursuant to Section 5.03 made in error or in violation of § 40 of the Act, will, upon demand by the Board, be returned to the Company. Any distributions withheld from distributions to a Member pursuant to Section 5.05 in error will, upon written demand of such Member, be promptly distributed to such Member.

ARTICLE VI.

MANAGEMENT

6.01 Board of Directors.

(a) General . Except as otherwise expressly provided in this Agreement, the business, property and affairs of the Company will be governed by, and all powers of the Company will be exercised by, or under the direction of, a Board of Managers (the “ Board ”) consisting of up to nine (9) individuals as set forth in Section 6.01(b) below (each member of the Board, a “ Director ”). Subject to Section 6.04(a) , no Director will have the ability or the authority to execute contracts or deliver instruments binding upon the Company unless such Director has been authorized to do so by action of the Board.

(b) Members of the Board . The Board will be comprised of (i) up to five (5) Directors appointed by the GC Industrial Member (the “ GC Industrial Directors ”), which GC Industrial Directors will initially be Cedric Bobo, Greg Ledford, Ho Wai Edward Man, Wesley Bieligk and one additional individual named by the GC Industrial Member at any time after the date hereof, (ii) during the ROFR Period (as defined in the Right of First Refusal Agreement), one (1) Director appointed by the Washington Member (the “ Washington Director ”), which Washington Director will initially be Kyle Washington, (iii) one (1) Director appointed by the Seaspan Members (the “ Seaspan Director ”), which Seaspan Director will initially be John Hsu, and (iv) so long as the Tiger Member is entitled to designate or appoint members of the Board of Managers of GC Industrial, two (2) Directors appointed by the Tiger Member (the “ Tiger Directors ”), which Tiger Directors will be Gerry Wang and Graham Porter unless otherwise agreed by the Tiger Member and the GC Industrial Member; provided , however , that in the case of the death, resignation or removal of the GC Industrial Director, the Seaspan Director, the Washington Director or any Tiger Director, the Member that designated such

Director will be entitled, subject, in the case of the death, resignation or removal of the Seaspan Director, the Washington Director or any Tiger Director, to the approval of the GC Industrial Member, which approval will not be unreasonably withheld, conditioned or delayed, to designate a replacement for such Director for so long as such Member remains entitled to appoint or designate one or more Directors under this Section 6.01(b) ; provided , further , that, in the event that the Tiger Member ceases to be entitled to appoint or designate members of the Board of Managers of GC Industrial, the Board will consist only of the Seaspan Director, the Washington Director and such number of GC Industrial Directors as shall be determined by the GC Industrial Members. Any Director (other than the Tiger Directors, the Seaspan Director and the Washington Director) may be removed from the Board by the GC Industrial Member. For the avoidance of doubt, upon the expiration or termination of the ROFR Period, the Washington Member’s right to elect a Director to the Board shall automatically terminate and the Board will cease to comprise a Washington Director. Gerry Wang will serve as the chairman of the Board so long as he serves as a Director unless otherwise determined by the Board.

(c) Resignation, Removal and Replacement . Each Director will hold office until a successor is appointed in accordance with this Section 6.01 or until such Director’s earlier death, resignation or removal in accordance with the provisions hereof. Any Director may resign at any time by giving written notice to the Company. The resignation of any Director will take effect upon receipt of such notice or at such later time as specified in the notice of resignation. Unless otherwise specified in the notice of resignation, the acceptance of the resignation will not be necessary to make it effective. Subject to Section 6.01(b) , if any vacancies occur in the Board at any time, for any reason, such vacancy will be filled by the Member or Members that appointed the departing Director pursuant to Section 6.01(b) (provided that such Member continues to retain the right to appoint such Director), by providing written notice to the Company and the other Members of the name of the Person appointed to fill such vacancy and the effective date of such appointment. Any GC Industrial Director may only be removed by the GC Industrial Member (which removal may be undertaken by the GC Industrial Member at any time for any reason, with or without cause, or for no reason) and, during the period in which the Tiger Member is entitled to appoint any Tiger Directors, any Tiger Director may only be removed by the Tiger Member (which removal may be undertaken by the Tiger Member at any time for any reason, with or without cause, or for no reason); provided , however , that the removal of Gerry Wang or Graham Porter will require the consent of the GC Industrial Member, which shall not be unreasonably withheld, conditioned or delayed. Any Seaspan Director may only be removed by the Seaspan Member (which removal may be undertaken by the Seaspan Member at any time for any reason, with or without cause, or for no reason). For so long as the Washington Member is entitled to designate a Director, any Washington Director may only be removed by the Washington Member (which removal may, from and after the time Kyle Washington is no longer willing or able to serve, be undertaken by the Washington Member at any time for any reason, with or without cause, or for no reason). Removal or appointment, subject to Section 6.01(b) , of any Director may be effected by any Member entitled to remove or appoint such Director by providing written notice to the Company and each other Member of the name of the Director to be removed or Person to be appointed as a Director and the effective date of such removal and/or appointment.

(d) Compensation; Reimbursement . None of the Directors will be entitled to receive any compensation for serving as a member of the Board (or any committee of the

Board) or for attending any meeting of the Board or any committee thereof; provided , however , that each Director will be reimbursed by the Company for reasonable, out-of-pocket travel and other expenses incurred in attending or participating in meetings of the Board or any committee thereof or otherwise fulfilling such Director’s duties as a Director.

6.02 Meetings of the Board.

(a) Meetings . Except as otherwise determined by the Board from time to time, meetings of the Board will be held at least quarterly, with such additional meetings being held as determined by the Board from time to time. Meetings of the Board may (subject to the last sentence of this Section 6.02(a) ) be held in person or telephonically, as determined by the Board. In-person meetings of the Board will be held at such place as may be approved by the Board. Directors may participate in all meetings of the Board in person or telephonically.

(b) Notice of Meetings . Any meeting of the Board may be called by any Director. Any meeting of the Board requires at least two (2) Business Days’ notice delivered personally or by telephone, facsimile or electronic mail to each member of the Board. Notwithstanding the foregoing, any meeting of the Board, whether held in person or by telephone, relating to the Disposition of any Investment shall require at least ten Business Days notice. A notice need not specify the purpose of any meeting; provided , however , that any meeting relating to the Disposition of an Investment shall require notice specifying the material terms of such proposed Disposition, including all agreements and arrangements (in whatever form) relating thereto. Notice of a meeting need not be given to any member of the Board who signs a waiver of notice or a consent to hold the meeting (which waiver or consent need not specify the purpose of the meeting) or approves of the minutes thereof, whether before or after the meeting, or who attends the meeting in person or by telephone without protesting such lack of notice prior to commencement of such meeting.

(c) Quorum . Subject to the immediately following sentence, at all meetings of the Board, the presence of at least five (5) GC Industrial Directors and, so long as the Tiger Member is entitled to designate or appoint one or more Tiger Directors, at least one Tiger Director will constitute a quorum for the transaction of business; provided , however , that, (i) any GC Industrial Director may at any meeting waive the requirement that at least five (5) GC Industrial Directors be present to establish a quorum at such meeting; provided that such waiver is in writing, and (ii) if both Tiger Directors fail to attend two consecutive duly called meetings of the Board, any GC Industrial Director may call a meeting of the Board in accordance with this Section 6.02 for the purpose of conducting the business that was to be conducted at the two previously called meetings at which a quorum was not present and the presence of a majority of all Directors shall constitute a quorum for the transaction of business at such meeting. The quorum requirements for the transaction of business by the Board following the termination of the right of the Tiger Member to appoint or designate the Tiger Directors will be determined by the GC Industrial Member in its sole discretion. If a quorum is not present at any meeting of the Board, a majority of the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present; provided , that if meeting is adjourned for more than 24 hours, notice

of such adjournment will be given prior to the time of the adjourned meeting to the Directors who are not present at the time of adjournment.

(d) Acts of the Board . Except as otherwise provided in this Agreement (including Section 6.03 and Section 6.04 ) or required by Applicable Law, the act of a majority of the Directors at a meeting will constitute an act of the Board; provided , however , (i) that no Director designated by a Defaulting Member shall be entitled to vote in respect of the authorization of any action or remedy to be taken by the Company with respect to such Defaulting Member under Section 4.04 and (ii) the vote of a majority of the Directors (other than the Directors designated by such Defaulting Member) shall be sufficient to authorize any action or remedy with respect to such Defaulting Member under Section 4.04 . Except as otherwise explicitly provided in this Agreement, including in Section 6.04 , all decisions customarily reserved for a corporate board of directors of a Delaware corporation will require approval by the Board.

(e) Action by Written Consent . Any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken by written consent without a meeting by unanimous consent of Directors, and such writing or writings are filed with the minutes of the proceedings of the Board or the relevant committee.

(f) Proxies . Any Director (an “ Authorizing Director ”) may authorize another Director (an “ Authorized Director ”) to vote and otherwise act for such Authorizing Director at any meeting of the Board as a proxy by providing written notice to the Company and all other Directors that such Authorized Director is entitled to vote and otherwise act for the Authorizing Director at such meeting. The presence of any Authorized Director at any meeting of the Board shall constitute the presence of the Authorizing Director for the purposes of determining whether a quorum is present at such meeting.

(g) Electronic Communications . Members of the Board or any committee thereof may participate in a meeting of the Board or any committee, as applicable, by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and such participation in a meeting will constitute presence in person at the meeting.

6.03 Actions Requiring Supermajority Approval.

(a) Notwithstanding anything in this Agreement to the contrary, approval of a majority of the Board, including at least one Tiger Director so long as the Tiger Member has the right to appoint a Tiger Director under Section 6.01(b) (a “ Supermajority of the Board ”), will be required to authorize the Company to take any of the following actions:

(i) issue any capital calls to the Members with respect to their Commitments;

(ii) increase or decrease the Commitment of any Member other than changes contemplated in the definition of “Commitment”;

(iii) other than in connection with an Initial Public Offering or IPO Reorganization or a Company Sale, amend the terms of the Certificate of Formation or this Agreement;

(iv) other than (A) in connection with an Initial Public Offering or IPO Reorganization, (B) a Company Sale or (C) except as provided in Section 2.08 , make an election, or take any other action, to change the tax structure or form of organization of the Company;

(v) admission of new Members, other than (A) admission as a Member of a transferee of any Interests if relevant Transfer was effected in compliance with this Agreement and (B) admission of any Person as a Member in connection with a Company Sale or an IPO Reorganization effected in compliance with this Agreement; or

(vi) appointment of a Chief Executive Officer of the Company (provided that the approval of the appointment of any Tiger Director as the Chief Executive Officer may not be unreasonably withheld, conditioned or delayed).

(b) Notwithstanding any provision to the contrary, the Company will not:

(i) increase or decrease the Capital Commitment of any Member without the written consent of such Member; or

(ii) effect any non-pro rata redemption or repurchase of any Interests (other than any Interests issued in the future as incentive compensation to employees, officers or directors of the Company or any of its Subsidiaries upon termination of service or employment of such employees, officers and directors) without the prior written consent of each Member.

6.04 Committees.

(a) Transaction Committee . The Board will designate a committee of the Board (the “ Transaction Committee ”), which will be composed of (i) two GC Industrial Directors, each of whom shall be a voting member of the Transaction Committee, (ii) two Tiger Directors, each of whom shall be a voting member of the Transaction Committee, and (iii) so long as Kyle Washington serves as a Washington Director, Kyle Washington, who shall be a non-voting member of the Transaction Committee; provided , however , that in the event that Tiger ceases to have any right to designate any Tiger Directors, the Transaction Committee will consist only of GC Industrial Directors in such number as the GC Industrial Member may determine from time to time in its sole discretion. The initial members of the Transaction Committee are set forth on Exhibit F . So long as Kyle Washington serves as a Washington Director and as a non-voting member of the Transaction Committee, he shall, subject to execution by Kyle Washington of a confidentiality agreement in favor of the Company, in form and substance reasonably agreeable to the Company and Kyle Washington, which confidentiality agreement shall be consistent with Section 7.02 hereof, be entitled to (1) receive notice of Transaction Committee meetings and actions taken by written consent of the Transaction Committee and receive copies of all written materials distributed to members of the Transaction Committee (as part of such notice or otherwise) in connection with any such meeting or written consent prepared by (A) the Company, (B) members of the Transaction Committee or (C) third parties at the request of the Company pertaining to existing and

potential Container Investment Opportunities (as defined in the Right of First Refusal Agreement) and Container Vessel Business Acquisition Opportunities (as defined in the Right of First Refusal Agreement) and related charter and financing arrangements to the extent such materials are to be discussed or considered at any meeting of the Transaction Committee to which any such notice relates or provided in connection with consideration of a proposed written consent (the “ Transaction Committee Meeting Materials ”), in each case, at the same time as such notice or action, and any related materials distributed for such meeting or action, are provided to all other Transaction Committee members, and (2) attend, as a non-voting member, meetings of the Transaction Committee; provided , that, notwithstanding the confidentiality agreement described in the immediately preceding sentence, Kyle Washington shall be permitted to disclose the Transaction Committee Meeting Materials to Seaspan Corporation following execution by Seaspan Corporation of a confidentiality agreement in favor of the Company in form and substance reasonably acceptable to the Company, which confidentiality agreement shall (i) be consistent with Section 7.02 hereof and (ii) prohibit the use of the Transaction Committee Meeting Materials by Seaspan Corporation and its Affiliates, other than in connection with the evaluation by Seaspan Corporation and its Affiliates of the investment by the Seaspan Member in the Company and the exercise and enforcement of the rights of the Seaspan Member under this Agreement and the rights of Seaspan Corporation under the ROFR Agreement. The Transaction Committee will be primarily responsible for evaluating the purchase, newbuild contracting, chartering, financing and technical management of new and existing Investments, consistent with this Agreement. For the avoidance of doubt, the Transaction Committee shall be primarily responsible (on behalf of the relevant Company Group Member) for (A) reviewing and approving each Vessel Budget (as defined in the Technical and Commercial Management Agreement), including the form thereof, (B) reviewing and approving any subcontracts of Management Services (as defined in the Technical and Commercial Management Agreement) and Construction Supervision Services (as defined in the Technical and Commercial Management Agreement) to Affiliates of the Manager (as defined in the Technical and Commercial Management Agreement) or third parties, including the terms and conditions of such subcontracts to third parties and (C) authorizing the Manager to negotiate newbuild contracts and contracts to make Investments. In the event that the Company desires any Company Group Member to engage or appoint any Entity (other than a Manager Entity or an Affiliate of a Manager Entity) to provide any services to such Company Group Member in connection with any transaction with respect to which a Manager Entity would be entitled to a Charter Commission (as defined in the Strategic Services Agreement) then the Company shall obtain the Transaction Committee’s prior consent to such engagement or appointment; provided , however , that (x) for any such engagement where the Manager Entity would be entitled to a Management Fee, the Manager Entity shall be reasonably involved in the selection and engagement of such Entity and (y) the Company shall cause such Entity to reasonably coordinate with the Manager Entity in connection with the provision of such services. For the purpose of determining the Transaction Fee under the Strategic Services Agreement or the Carlyle Consulting Services Agreement, the fair market value of any non-cash consideration payable to or from any Company Group Member pursuant to any Purchase or Sale Contract or New Build Contract (each as defined in the Strategic Services Agreement and the Carlyle Consulting Services Agreement, as applicable) shall be determined by the Transaction Committee in good faith. All decisions of the Transaction Committee will require the unanimous vote or consent of the voting members of the

Transaction Committee. Except as set forth in this Section 6.04 or otherwise unanimously agreed by the voting members of the Transaction Committee, (1) the actions specifically delegated to the Transaction Committee pursuant to this Section 6.04 will not require the approval or consent of the Board or the Members, and (2) once an action is approved by the Transaction Committee, the voting members of the Transaction Committee will have the authority (subject to any specific limit on the delegation of authority in connection with such Transaction Committee approval or any subsequent determination of the Transaction Committee) to bind the Company and to execute on behalf of the Company any instrument in writing or any assignment or endorsement thereof giving effect to such action, in each case, to the extent consistent with such Transaction Committee approval and without requiring further consent or approval of the Transaction Committee, the Board or the Members. Notwithstanding any of the foregoing to the contrary, no approval by the Transaction Committee will be required to authorize (x) any Company Sale, Initial Public Offering, IPO Reorganization (subject to the first sentence of Section 11.04(a) ) or Drag-Along Transaction, or (y) any action approved by the Board (including any action set forth in Section 6.03).

(b) Other Committees . The Board may from time to time designate one or more additional committees, with such composition, membership requirements, powers and functions as the Board may determine in accordance with this Agreement, but subject to the limitations set forth in Sections 6.03 and 6.04(a) . Each committee will keep regular minutes of its meetings and report the same to the Board when required. Unless otherwise agreed by the Seaspan Member, the Washington Member or the Tiger Member, as applicable, each of the Seaspan Director, the Washington Director and the Tiger Director shall be a member of each committee of the Board other than the Transaction Committee (except for any independent committee of the Board established to review or approve any transaction by the Company or any Company Group Member with respect to which the Seaspan Member, the Washington Member or the Tiger Member or their respective Affiliates has a material financial interest in such transaction that is different from such Member’s interest as a Member).

6.05 Officers.

The Board may at any time appoint one or more officers of the Company. The officers of the Company may include a chief executive officer, a president, one or more vice presidents, a secretary, a chief financial officer or treasurer and any other officers designated by the Board. Each officer will serve at the pleasure of the Board. Any individual may hold any number of offices. Subject to Section 6.04(a) , the general areas of responsibility and specific powers and duties of each officer will be as determined by the Board from time to time and otherwise such officers will have such duties and responsibilities as like-titled officers of a Delaware corporation. The initial officers of the Company are set forth on Exhibit F .

6.06 Standard of Care; Limitation of Liability.

(a) Standard of Care . In the exercise of rights and performance of duties hereunder, each Member, the Board, each Director, the Transaction Committee and each member of the Transaction Committee will, to the fullest extent permitted by Applicable Law,

have no fiduciary duties to the Company or to any Member other than the Member appointing such Director. Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement the Board or Transaction Committee is permitted or required to make a decision, each member of the Board or the Transaction Committee, as applicable, will be entitled to consider only such interests and factors as it desires, including its own interests (including, the interests of the Member that appointed such Director and such Member’s Affiliates), and will, to the fullest extent permitted by Applicable Law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any Member.

(b) Limitation of Liability . Except as otherwise provided herein, no Member, Director or officer of the Company will be liable to the Company or to any Member for any act or failure to act pursuant to this Agreement (other than liability of a Member for breach of this Agreement) if he, she or it acted in good faith, to the maximum extent permitted by law or equity. Other than liability of a Member for breach of this Agreement, no Member, Director or officer of the Company will be liable to the Company or to any Member for such Member’s (or its designated Director’s) good faith reliance on the provisions of this Agreement, the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of its Directors, Members, officers, employees, or by any other Person, as to matters such Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to Members may be paid.

6.07 Related-Party Transactions.

(a) Other Obligations . In order to induce the Members to enter into this Agreement, concurrently with the execution of this Agreement, SMSL, Gerry Wang and Graham Porter are each executing and delivering to the Company a Non-Competition Agreement in substantially the form attached hereto as Exhibit E .

(b) Other Business . Except as expressly provided in this Agreement, the Non-Competition Agreements and, in the case of the Tiger Member, the amended and restated limited liability company agreement, dated as of the date hereof, of GC Industrial, this Agreement may not be construed in any manner to limit or preclude any Member from engaging in any activity whatsoever permitted by Applicable Law. Subject to the terms of the Non-Competition Agreements, the Strategic Services Agreement and the Technical and Commercial Management Agreement, each Member expressly acknowledges that one or more other Members engage or may engage in other business or investment activities, including within the shipping industry and including with respect to businesses that do or may compete with the Company. Except as otherwise provided in this Agreement, the Non-Competition Agreements, the Strategic Services Agreement or the Technical and Commercial Management Agreement, (i) any Member may engage in or possess an interest in other profit-seeking or

business ventures of any kind, nature or description, independently or with others, whether or not such ventures are competitive with the Company or its Subsidiaries, (ii) the doctrine of corporate opportunity, or any analogous doctrine, will not apply to any Member and (iii) no Member that acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company will have any duty to communicate or offer such opportunity to the Company, and such Member will not be liable to the Company for breach of any fiduciary or other duty by reason of the fact that such Member pursues or acquires for, or directs such opportunity to, another Person or does not communicate such investment opportunity to the Company. Subject to compliance with the terms of the Non-Competition Agreements, the Strategic Services Agreement and the Technical and Commercial Management Agreement, neither the Company nor any other Member will have any rights or obligations by virtue of this Agreement or the relationships created hereby in or to such independent ventures or the income or profits or losses derived there from, and the pursuit of such ventures outside the Company, even if competitive with the activities of the Company, will not be deemed wrongful or improper.

(c) Related-Party Transactions . Notwithstanding any duty that may otherwise exist at law or in equity, each Member, acting for itself (and not on behalf of the Company), is hereby authorized to purchase property from, sell property to, or otherwise deal with any other Member, the Company or any of its Affiliates; provided , however , that neither the Company nor any of its Subsidiaries will enter into a Material Affiliate Transaction unless (i) such Material Affiliate Transaction has been approved by the vote of a majority of the Directors whose designating Member (or Affiliates thereof) does not have a material financial interest in such Material Affiliate Transaction that is different from such Member’s interest as a Member or (ii) such transaction is on arm’s-length terms (it being understood that a Material Affiliate Transaction shall be conclusively determined to be on arm’s-length terms if the Company receives from an unaffiliated investment banking, valuation or financial advisory firm of nationally-recognized standing in the United States or Canada an opinion to the effect that such Material Affiliate Transaction is fair, from a financial point of view, to the Company or the applicable Subsidiary of the Company).

(d) Container Investments by GC Industrial . Notwithstanding the foregoing, in the event that, prior to June 30, 2013, the GC Industrial Member terminates the Investment Commitment Period pursuant to Section 4.05 or dissolves the Company pursuant to Section 10.01(a)(i) or Section 10.01(a)(ii) , GC Industrial agrees for itself and its Subsidiaries that, prior to June 30, 2013, (i) neither it nor its Subsidiaries will make any investments in any Vessel (excluding any investment in any Entity that, at the time of such investment, owns an interest in both Vessels and other maritime vessels and assets and/or other properties; provided that at the time of the investment in the Entity in question (A) Vessels comprise less than thirty percent (30%) of the consolidated total assets of such Entity and (B) there is no current intention by GC Industrial or its Subsidiaries to separately dispose of substantially all of the non-Vessel assets of such Entity) and (ii) it will not permit the members of GC Industrial (other than the Tiger Member) or their Subsidiaries to make any joint investment in any Vessel with the Tiger Member or any of its Subsidiaries (excluding any investment in any Entity that, at the time of such investment, owns an interest in both Vessels and other maritime vessels and assets and/or other properties; provided that at the time of the investment in the Entity in question (A) Vessels comprise less than thirty percent (30%) of the consolidated total assets of

such Entity and (B) there is no current intention by GC Industrial or its Subsidiaries to separately dispose of substantially all of the non-Vessel assets of such Entity). The provisions of this Section 6.07(d) shall survive dissolution of the Company for the period provided by this Section 6.07(d) .

(e) No Solicitation . Until the later of (i) the termination or expiration of the Investment Commitment Period and (ii) June 30, 2013, (A) GC Industrial and the Company will not, and will not permit any of their respective Subsidiaries to, knowingly solicit for employment with the Company, GC Industrial or any of their respective Subsidiaries any then-current senior management employee of Seaspan or SMSL (excluding, for avoidance of doubt, Gerry Wang and Graham Porter) and (B) the Seaspan Member and the Washington Member will not, and will not permit any of their respective Subsidiaries to, knowingly solicit for employment with the Seaspan Member, the Washington Member or any of their respective Subsidiaries any then-current senior management employee of the Company, GC Industrial or any of their respective Subsidiaries (excluding, for avoidance of doubt, Gerry Wang and Graham Porter); provided , however , that the foregoing clauses (i) and (ii) shall not prohibit any general solicitation of employees (including through the use of newspapers, trade journals, the internet, other media, employment agencies or search firms) not specifically directed at any such Person described in clause (i) or clause (ii) above. The provisions of this Section 6.07(e) shall survive dissolution of the Company for the period provided by this Section 6.07(e) .

(f) Acknowledgment of Certain Duties . Each of the Members acknowledges that Gerry Wang and Graham Porter owe existing fiduciary duties to Seaspan Corporation and SSML, which they shall be entitled to fulfill regardless of this Agreement.

6.08 Contractual Authority.

Except as set forth in Section 6.04(a) , only those officers of the Company and/or any other individuals associated with the Company who have been given authority by the Board to do so may execute on behalf of the Company any contract, note, mortgage, evidence of indebtedness, certificate, statement, conveyance, or other instrument in writing, or any assignment or endorsement thereof. Any Person dealing with the Company or the Board may, subject to the second sentence of Section 6.01(a) , rely upon a certificate signed by any member of the Board as to (a) the identity of the members of the Board or any Member of the Company or (b) the Persons who are authorized to execute and deliver any instrument or document for or on behalf of the Company.

6.09 Subsidiary Governance Documents.

The Company will not cause or permit any governance document of any Subsidiary of the Company to contain any material term or condition that is inconsistent with the terms and conditions of this Agreement.

ARTICLE VII.

INFORMATION RIGHTS; CONFIDENTIALITY

7.01 Information Rights.

(a) So long as any Member owns any Interests, the Company (i) will deliver to such Member, upon such Member’s written request, any information that such Member is entitled to receive pursuant to Section 22 of the Act and (ii) shall:

(A) use commercially reasonable efforts to provide to each Member within one hundred and twenty (120) days of the end of each full fiscal year of the Company, annual audited financial statements of the Company with respect to such fiscal year, in the form approved by the Board and prepared in accordance with U.S. generally accepted accounting principles, consistently applied;

(B) use commercially reasonable efforts to provide to each Member within sixty (60) days of the end of each full fiscal quarter of the Company, unaudited quarterly financial statements of the Company with respect to such fiscal quarter;

(C) provide to each Member within thirty (30) days of approval by the Board or the Transaction Committee, any annual operating or capital expenditure budget prepared by the Company and approved by the Board or the Transaction Committee; and

(D) provide to each Member within ninety (90) days following the end of each calendar year (or as promptly as reasonably practicable thereafter), information of a nature reported on Schedule K-1 to IRS Form 1065 with respect to such Member’s Interest.

(b) The Company will determine within 75 days of the end of each taxable year (or as soon as practicable thereafter) whether any of its Subsidiaries is, or is reasonably likely to be, a “passive foreign investment company” within the meaning of Section 1297 of the Code (a “ PFIC ”) for such taxable year. If it is determined that any of its Subsidiaries is, or is reasonably likely to be, a PFIC for a taxable year, the Company will (i) provide each Member with a notice to such effect within 75 days after the end of such taxable year (or as soon as practicable thereafter), (ii) comply with the information and other reporting requirements set forth in Subtitle A, Chapter 1 subchapter P, Part VI of the Code and the Treasury Regulations promulgated thereunder and (iii) within 90 days after the end of such taxable year (or as soon as practicable thereafter), provide each Member with information sufficient to allow each Member (or any of their direct or indirect beneficial owners) to timely make an election to elect to treat such Subsidiary as a “qualified electing fund” (within the meaning of section 1295 of the Code) for U.S. federal income tax purposes or to timely file a “protective statement” pursuant to Treasury Regulation Section 1.1295-3.

7.02 Confidentiality.

Except as may be required by Applicable Law, (a) none of the Company, the Members or their respective Directors will make any disclosure to any third party concerning this Agreement without the consent of the Company, (b) none of the Company, the Members or their respective Directors will make any disclosure to any third party of any proprietary, confidential or other non-public information or trade secrets of the Company or any of its Subsidiaries (the

“ Confidential Information ”) without the prior approval of the Transaction Committee and (c) none of the Company, the Members or their respective Directors will make any disclosure to any third party of any non-public information concerning another Member or such Member’s Affiliates without the consent of such Member; provided , however , that nothing in this Agreement will restrict any Member (or any Person referred to in clause (v) of this sentence) from disclosing information (i) that is already publicly available through no breach by such Member (or any Person referred to in clause (v) of this sentence), (ii) that was or becomes known to the disclosing party other than as a result of disclosure by or on behalf of the Company or any of its Subsidiaries or a party subject to contractual, fiduciary or other disclosure obligations with respect to such Confidential Information or is independently developed by the disclosing party without reference to such information, (iii) to the extent required by applicable law or rule or regulation of any Governmental Authority, (iv) in response to any summons or subpoena or discovery or similar request by or before any court, arbitrator or Governmental Authority or pursuant to a request by a regulatory authority having jurisdiction over the business of the disclosing party, provided that with respect to any disclosure pursuant to this clause (iv) such Member or other disclosing party will use reasonable best efforts to notify the Company and the other Members in advance of such disclosure so as to permit the Company and the other Members to seek a protective order or otherwise contest such disclosure, and such Member will use reasonable best efforts to cooperate, at the expense of the Company, with the Company and the other Members in pursuing such protective order, and (v) to such Member’s (or its Affiliate’s or, in the case of the Washington Member, related Entities’ covered by subclause (v)(B) of the definition of Permitted Transfer) officers, managers, members, investors, employees, partners, auditors, insurance broker or underwriters, counsel or other representatives, so long as such Persons are informed of the confidential nature of such Confidential Information and the terms of this Section 7.02 or are subject to an equivalent confidentiality obligation to such Member. Such Member shall be liable to the Company and the other Members for any disclosure by any Person referred to in clause (v) of the preceding sentence in violation of this Section 7.02 . Notwithstanding anything in this Section 7.02 to the contrary, the GC Industrial Member and its members may utilize Confidential Information relating to their respective investment results, track record and experience for the purpose of forming or soliciting funding for any investment fund.

ARTICLE VIII.

BOOKS AND RECORDS; BANK ACCOUNTS

8.01 Maintenance of Books and Records.

At all times during the continuance of the Company, the Company will maintain or cause to be maintained books of account necessary to enable the Company to prepare financial statements in accordance with U.S. generally accepted accounting principles, consistently applied. In addition, the Company will keep all records as required to be kept pursuant to the Act. The books of account for the Company and other records of the Company will be located at the principal office of the Company or such other place as the Board may deem appropriate, and will be maintained on an accrual basis in accordance with the terms of this Agreement, except that the Capital Accounts of the Members will be maintained in accordance with Section 4.02 .

8.02 Reports.

The Company will cause to be prepared or delivered such reports as the Board or the Transaction Committee may reasonably require. The Company will cause to be filed, in accordance with the Act, all reports and documents required to be filed with any governmental agency. In each case, the Company will bear the costs of such preparing and filing such reports.

8.03 Bank Accounts.

The Board will cause the Company to establish and maintain one or more separate bank and investment accounts for Company funds in the Company name with such financial institutions and firms as the Board may select and designate signatories thereon. The Board may not commingle the Company’s funds with other funds of any other Person.

ARTICLE IX.

INSURANCE; POWER OF ATTORNEY

9.01 Insurance.

The Company may purchase and maintain insurance on behalf of such Persons as the Board may determine against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Company’s activities, regardless of whether the Company would have the obligation to indemnify such Person against such liability under the provisions of this Agreement. The Company will purchase such insurance on terms the Board concludes are reasonable.

9.02 Power of Attorney.

Each Member having the right to appoint a Director under Section 6.01 hereby constitutes and appoints each Director appointed by such Member, with full power of substitution, as such Member’s true and lawful agent and attorney-in-fact, in each case with full power and authority in its name, place and stead, to execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (i) all instruments which the Board deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms, (ii) all conveyances and other instruments or documents which the Board deems appropriate or necessary to reflect a conversion of the Company from a limited liability company to a corporation pursuant to this Agreement, (iii) all conveyances and other instruments or documents which the Board deems appropriate or necessary to reflect the dissolution and liquidation of the Company pursuant to the terms of this Agreement, including a certificate of cancellation, and (iv) all instruments relating to the admission, withdrawal or substitution of any Member. The foregoing power of attorney is irrevocable and coupled with an interest, and will survive the death, disability, incapacity, dissolution, bankruptcy, insolvency or termination of any Member and the transfer of all or any portion of his or its Interest and will extend to such Member’s heirs, successors, assigns and personal representatives.

ARTICLE X.

DISSOLUTION, LIQUIDATION AND TERMINATION

10.01 Dissolution.

(a) The Company will dissolve and its affairs will be wound up upon the first to occur of any of the following (each, a “ Liquidation Event ”):

(i) the date that is 18 months from the Effective Date if no Investment has been made and no binding agreement to make an Investment has been entered into by any Company Group Member as of such date, unless otherwise determined by the Transaction Committee;

(ii) the approval of the Board and the Transaction Committee; provided , that the approval of the Transaction Committee need not be obtained if such Liquidation Event is effected in connection with a Company Sale or an IPO Reorganization (subject to the first sentence of Section 11.04(a) );

(iii) the first date on which (A) the Company and its Subsidiaries no longer own any Investments and (B) the Company cannot call capital from the Members (including as a result of termination of the Investment Commitment Period pursuant to Section 4.05 ); or

(iv) the occurrence of any other event causing dissolution of the Company under the Act.

The death, retirement, withdrawal, bankruptcy, insolvency, expulsion or dissolution of a Member or the occurrence of any other event that terminates the continued membership of a Member of the Company will not in and of itself cause a dissolution of the Company.

(b) Upon an occurrence of any Liquidation Event set forth in Section 10.01(a) , the Investment Commitment Period shall automatically terminate and the Members’ obligations to fund new Investments shall be suspended with immediate effect. The Members shall use reasonable best efforts to wind up the affairs of the Company within 12 months in accordance with Section 10.02. In addition, if requested by the GC Industrial Member, the Tiger Member shall cause Gerry Wang and Graham Porter to provide reasonable assistance to dissolve and wind-up the business and affairs the Company for a period of 12 months following such termination.

10.02 Liquidation and Termination.

(a) On dissolution of the Company, the Board will act as liquidator or may appoint one or more other Persons as liquidator(s). The liquidator will proceed diligently to wind up the affairs of the Company and make final distributions as provided herein. The costs of liquidation will be borne by the Company. Until final distribution, the liquidator will continue to operate the Company properties with all of the power and authority of the Board. The liquidator will wind up the affairs of the Company, dispose of the assets of the Company as it deems necessary or appropriate, and will pay and distribute the assets of the Company (including the proceeds of any such dispositions) as follows:

(i) First , the liquidator will pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation and any advances described in this Section 10.02 ) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent, conditional or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); and

(ii) Thereafter , the liquidator will distribute all Company property among the Members in accordance with Section 5.03(a) . All distributions made pursuant to this Section 10.02(a)(ii) will be made by the end of the taxable year in which the dissolution of the Company occurs (or, if later, within 90 days after the date of such liquidation).

(b) In the event the liquidator distributes any assets of the Company, other than cash, pursuant to Section 10.02(a) , the fair market value of such assets will be determined by the Board in good faith and the Capital Accounts of the Members will be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution.

10.03 Cancellation of Filing.

Upon completion of the winding up of the affairs of the Company as provided herein, the Board (or such other Person or Persons as may be required) will cause the cancellation of the Certificate of Formation and will execute, file and record such other certificates, instruments and documents as it will deem necessary or appropriate to terminate the Company.

ARTICLE XI.

TRANSFERS OF INTERESTS

11.01 Transfers of Interests.

(a) General . No Member may Transfer any Interests except in accordance with this Section 11.01 and Sections 11.02 and 11.03 . Any attempted Transfer other than in accordance with the foregoing sentence will be void and will not be recognized by the Company. A transferee will become a substituted Member automatically upon a Transfer that complies with this Section 11.01 and, as applicable, Sections 11.02 and 11.03 . Except as provided in Section 11.02(g) , (i) a Change of Control of any Washington Member by way of a merger, reorganization or other business combination transaction will be deemed a Transfer of the Interests held by such Member unless the Person acquiring Control in such transaction is a transferee of the Washington Member permitted by the definition of a “Permitted Transfer” and (ii) no direct or indirect Transfer of equity or ownership interests in any Member shall constitute a Transfer of Interests.

(b) Conditions to Transfer . Notwithstanding any other provision of this Agreement, no Transfer of Interests (other than (x) any Transfer that entitles the transferring Member to exercise the Drag-Along Right pursuant to Section 11.03 , (y) a Transfer effected as

part of a Company Sale effected pursuant to Section 11.03 , or (z) a Transfer effected as a part of an IPO Reorganization) may be effected by any Member unless: (i) such Transfer (other than a Permitted Transfer) is approved by the Board in its sole discretion, (ii) such Transfer is in compliance with the Securities Act and all applicable state securities laws of the securities laws of any other applicable jurisdiction, and, if requested by the Board, such Transferring Member has delivered an opinion of such Member’s counsel to the Company, in form and substance reasonably satisfactory to the Board, to the effect that such Transfer is either exempt from the requirements of the Securities Act and the applicable securities laws of any other applicable jurisdiction or that such Transfer has been effected in compliance with such registration requirements, (iii) if such Transfer is effected prior to an IPO Reorganization, such Transfer would not cause the Company to be treated as an association or “publicly traded partnership” taxable as a corporation and (iv) any Person receiving a Transfer of any Interests in accordance with the terms set forth herein agrees to be bound by the terms of this Agreement by executing and delivering a counterpart signature page to this Agreement.

11.02 Tag-Along Right.

(a) In the event that any Member or group of Members (the “ Selling Members ”) propose to Transfer to any Person that, prior to such Transfer, is not an Affiliate of such Member (a “ Third-Party Purchaser ”) any Interests held by such Member (other than any Permitted Transfer) in one transaction or a series of related transactions (a “ Proposed Third-Party Sale ”), each other Member (each, a “ Tag-Along Member ”) will have a right (a “ Tag-Along Right ”) to sell such Tag-Along Member’s pro rata share of the Interests to be Transferred by the Selling Members in such Proposed Third-Party Sale (the “ Offered Interests ”), which pro rata share of each Tag-Along Member will be deemed to equal (x) the portion of the aggregate purchase price to be paid by the Third-Party Purchaser to all Selling Members and Tag-Along Members in connection with such Proposed Third-Party Sale that would have been received by such Tag-Along Member if such aggregate purchase price were paid to the Company on the date of the applicable Sale Notice and distributed by the Company to the Members pursuant to Section 5.03 of this Agreement on such date, divided by (y) the aggregate purchase price to be paid by the Third-Party Purchaser to all Selling Members and Tag-Along Members in connection with such Proposed Third-Party Sale. To the extent that one or more Tag-Along Members exercises their Tag-Along Rights in accordance with the terms and conditions set forth below, the Interests that the Selling Members may sell in the Proposed Third-Party Sale shall be correspondingly reduced.

(b) The aggregate purchase price payable for the Interests in connection with such Proposed Third-Party Sale will be allocated among the Selling Members and the participating Tag-Along Members as if the proceeds of such sale were being distributed to such Members in accordance with Section 5.03(a) .

(c) In the event the Selling Members propose to make a Transfer giving rise to a Tag-Along Right, the Selling Members will notify each Tag-Along Member (such notice, a “ Sale Notice ”) at least 15 days prior to the date of such Transfer. Each Sale Notice will set forth (i) a description of the Interests to be Transferred pursuant to such Proposed Third-Party

Sale, (ii) the identity of the Third-Party Purchaser and (iii) the proposed amount and form of consideration and the other terms and conditions of such Proposed Third-Party Sale being offered by the Third-Party Purchaser and, if any portion of the consideration to be paid is other than cash, all information in the Selling Member’s possession regarding such non-cash consideration (collectively, the “ Third-Party Terms ”).

(d) A Tag-Along Right may be exercised by a Tag-Along Member by delivery of a written notice to the Selling Members (the “ Tag-Along Notice ”) within 15 days following receipt of the Sale Notice from the Selling Members. The Tag-Along Notice will state the Interests held by the Tag-Along Member that such Tag-Along Member proposes to include in such Proposed Third-Party Sale and include an offer to sell such Interests held by the Tag-Along Member on the same terms and conditions as specified in the Sale Notice. In the event that one or more Tag-Along Members delivers a Tag-Along Notice within such 15-day period following receipt of the Sale Notice, then the Selling Members will be prohibited from selling any of the Offered Interests to the proposed Third-Party Purchaser in the Proposed Third-Party Sale unless the Selling Members procure that the Third-Party Purchaser purchases the applicable Interests held by the participating Tag-Along Member(s) on the Third-Party Terms. In the event that no Tag-Along Member delivers a Tag-Along Notice within such 15-day period following receipt of the Sale Notice or the participating Tag-Along Members fail to consummate the sale of Interests of such Tag-Along Members in accordance with the terms and conditions of the Sale Notice, the Selling Members will thereafter have the right to sell (not later than 180 days following the expiration of the 15-day period described above) all (but not less than all) of the Offered Interests to a Third-Party Purchaser for a purchase price and on other terms and conditions that, on the whole, are no more favorable to the Selling Members than the Third-Party Terms specified in the Sale Notice without again complying with this Section 11.02 .

(e) In connection with the exercise of any Tag-Along Right, each participating Tag-Along Member will execute such documents, and make such representations, warranties, covenants and indemnities, as are executed or made by the Selling Members; provided , however , that (i) any indemnification obligation of the Members in connection with such Proposed Third-Party Sale for which recourse is not limited to recovery of purchase price paid into escrow will be several (rather than joint) and pro rata as among the Selling Members and the participating Tag-Along Members in accordance with the relative amount of the aggregate consideration received by such Selling Members and participating Tag-Along Members in connection with such Proposed Third-Party Sale, other than with respect to representations made by a Member concerning such Member or the ownership or title of the Interests, the authority or capacity of such Member or due, execution, delivery and enforceability of, or conflict of any transaction with, any agreement to which such Member is a party and any covenants of such Member and (ii) no Seaspan Member, Washington Member or Tiger Member shall be required to enter into any covenant or agreement not to compete with any Person in order to exercise its Tag-Along Right in connection with any Proposed Third-Party Sale. All reasonable fees and expenses incurred by the Selling Members (including in respect of financial advisors, accountants and counsel to the Selling Members) in connection with a Proposed Third-Party Sale will be shared by the Selling Members and the participating Tag-Along Members pro rata in accordance with the consideration received by such Selling Members and participating Tag-Along Members.

(f) The provisions of this Section 11.02 will not apply to Transfers of Interests in connection with, or following the consummation of, an IPO Reorganization or an Initial Public Offering.

(g) The GC Industrial Member will not permit any member of GC Industrial to effect a Transfer of the indirect economic interest of such member of GC Industrial in the Company by Transferring any membership interest in GC Industrial to a Third-Party Purchaser (other than (i) a Transfer that would constitute a Permitted Transfer if the transferring member of GC Industrial were a Member and were Transferring Interests to such Third–Party Purchaser or (ii) any such Transfer in connection with or following an Initial Public Offering, an IPO Reorganization or an initial public offering of any equity securities of GC Industrial or any of its Subsidiaries (or any reorganization of GC Industrial or any of its Subsidiaries that is comparable to an IPO Reorganization)) unless the GC Industrial Member permits the Seaspan Member and the Washington Member to Transfer Interests in connection with such Transfer, on a pro rata basis, in a manner that provides to the Seaspan Member and the Washington Member the economic benefit of the Tag-Along Right provided for in this Section 11.02 with respect to such Transfer of indirect interests in the Company.

11.03 Drag-Along Right.

(a) In the event that the GC Industrial Member proposes to Transfer to one or more Third-Party Purchasers, in a single transaction or a series of related transactions, Interests representing at least a majority of all the Interests (determined on the basis of Percentage Interests), the GC Industrial Member will have the right (the “ Drag-Along Right ”), in its sole discretion, to require each other Member (a “ Drag-Along Member ”) to Transfer to the Third-Party Purchaser in such transaction or transactions (a “ Drag-Along Transaction ”) such portion of the Interests held by such Drag-Along Member (in each case, the “ Drag-Along Interests ”) equal to the percentage derived by dividing (x) the Percentage Interests of the GC Industrial Member being Transferred in such Drag-Along Transaction, divided by (y) the aggregate Percentage Interests then held by the GC Industrial Member, on the terms set forth in this Section 11.03 ; provided , that the Transfer of Interests held by any Drag-Along Member in connection with such Drag-Along Transaction shall be on terms no less favorable than those offered to the GC Industrial Member; provided further that, if (i) consideration received by the Members in connection with such Transfer includes equity securities of any Entity and (ii) following such Transfer, the Members, as a group, are entitled to designate one, but not more than one, member of the board of directors (or similar governing body) of such Entity, the granting to the GC Industrial Member of the right to designate or elect such member of the board of directors (or similar governing body of such Entity) shall not, in and of itself, be deemed to cause the Transfer of the Interests of any Drag Along Member to be on terms less favorable than those offered to the GC Industrial Member.

(b) The aggregate cash purchase price or other consideration payable for all of the Interests being Transferred, converted or exchanged in a Drag-Along Transaction will be allocated among all Members Transferring Interests as if the proceeds of such sale were being distributed to such Members in accordance with Section 5.03(a) .

(c) In connection with any Drag-Along Transaction, each Member will execute such documents, and make such representations, warranties, covenants and indemnities, as are executed or made by the GC Industrial Members; provided , however , that (i) any indemnification obligation of the Members in connection with such Drag-Along Transaction for which recourse is not limited to recovery of any portion of the purchase price paid into escrow will be several (rather than joint) and pro rata as among the Members in accordance with the relative amount of the aggregate consideration to be received by the Members, other than with respect to covenants of, or representations made by, a Member concerning such Member or such Member's ownership or title of any Transferred Interests, the authority or capacity of such Member or due execution, delivery and enforceability of, or conflict of any transaction with, any agreement to which such Member is a party and any covenants of such Member and (ii) no Seaspan Member, Washington Member or Tiger Member shall be required to enter into any covenant or agreement not to compete with any Person in connection with any Drag-Along Transaction. All reasonable fees and expenses incurred by the GC Industrial Member (including in respect of financial advisors, accountants and counsel to the GC Industrial Member) and by the Transferring Members in connection with a Drag-Along Transaction will be shared by the Transferring Members pro rata in accordance with the consideration received by such Members.

(d) The Drag-Along Right may be exercised by the GC Industrial Member at any time by giving written notice (the “ Drag-Along Notice ”) to each other Member at least 45 days prior to the date on which the GC Industrial Member expects to consummate the Drag-Along Transaction. In the event that the terms or conditions set forth in the Drag-Along Notice are thereafter amended in any respect, the GC Industrial Member will give prompt (and in any event within five (5) Business Days of such amendment) written notice (an “ Amended Drag-Along Notice ”) of the amended terms and conditions of the proposed Transfer to each other Member. Each Drag-Along Notice and Amended Drag-Along Notice will set forth (i) the name and address of the proposed drag-along transferee or transferees, (ii) the proposed amount and form of consideration (including the material terms and conditions of any non-cash consideration) offered by the drag-along transferee or transferees, and (iii) all other material terms of the proposed transaction, including the expected closing date of the transaction.

(e) Without limiting the foregoing, each Member agrees that, in the event that any Company Sale has been approved by the GC Industrial Member, each Member will consent and raise no objection to, and take all actions reasonably requested by the GC Industrial Member or the Board in connection with, such Company Sale (including, if such Company Sale is structured as a merger or consolidation, waiving any applicable dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation); provided , that the Transfer of the Interests held by the Members (other than the GC Industrial Member) in connection with such Company Sale shall on the same terms and conditions offered to the GC Industrial Member; provided that, if (i) consideration received by the Members in connection with such Company Sale includes equity securities of any Entity and (ii) following such Company Sale, the Members, as a group, are entitled to designate one, but not more than one, member of the board of directors (or similar governing body) of such Entity, the granting to the GC Industrial Member of the right to designate or elect such member of the board of directors (or similar governing body of such Entity) shall not, in and of itself, be deemed to cause the Transfer of the Interests of the Members (other than the GC Industrial

Member) in connection with such Company Sale to be on terms less favorable than those offered to the GC Industrial Member.

(f) In connection with any Company Sale, each Member will execute such documents, and make such representations, warranties, covenants and indemnities, as are executed or made by the GC Industrial Member; provided , however , that (i) any indemnification obligation of the Members in connection with such Company Sale for which recourse is not limited to recovery of purchase price paid into escrow will be several (rather than joint) and pro rata as among the Members in accordance with the relative amount of the aggregate consideration received by the Members in connection with such Company Sale, other than with respect to representations made by a Member concerning such Member or such Member’s ownership or title of the Interests, the authority or capacity of such Member or due, execution, delivery and enforceability of, or conflict of any transaction with, any agreement to which such Member is a party and any covenants of such Member and (ii) no Seaspan Member, Washington Member or Tiger Member shall be required to enter into any covenant or agreement not to compete with any Person in connection with any Company Sale. All reasonable fees and expenses incurred by the Company and the GC Industrial Member (including in respect of financial advisors, accountants and counsel to the Company and/or the GC Industrial Member) and by the other Members in connection with a Company Sale will be shared by the Members pro rata in accordance with the consideration received by such Members.

(g) Notwithstanding the foregoing, this Section 11.03 shall not apply if the GC Industrial Member is a Defaulting Member and has not cured the default in question.

11.04 IPO Reorganization; Registration Rights.

(a) Conversion . The Members will take all actions reasonably requested by the Board in connection with an Initial Public Offering to effect a reorganization (an “ IPO Reorganization ”) of the Company into a corporation or other Entity (such corporation or other Entity being referred to as the “ Successor Entity ”) and causing all of the Interests to be transferred, exchanged or converted (free and clear of all liens, encumbrances, restrictions and adverse claims (other than those created by this Agreement)), as determined by the Board, into securities of the same class as the Publicly Offered Securities; provided , however , that (A) in the event of any such IPO Reorganization, each Member’s Interests will be transferred for, or exchanged or converted into, that number of shares of common stock having a value (based on the price to the public in the Initial Public Offering) equal to the amount that such Member would be deemed to have received if the Company (or a successor thereto) had been liquidated following the sale of 100% of its assets (and assumption of 100% of its liabilities) for consideration in an amount equal to the Company’s value implied by the per share price to the public of the Initial Public Offering and such consideration was distributed under Section 10.02(a) , (B) any such IPO Reorganization shall be effective on, and conditioned upon the occurrence of, such Initial Public Offering and (C) the Company will not effect an IPO Reorganization without the approval of the Transaction Committee, unless the rights and obligations of the Tiger Member in the Successor Entity immediately following the IPO

Reorganization are, in all material respects, the same as the rights and obligations of the Tiger Member in the Company prior to consummation of the IPO Reorganization. In connection with an IPO Reorganization, the parties hereto shall, and shall cause the Successor Entity to, enter into a stockholders, partnership or similar agreement providing the Members who became stockholders, partners or other holders of equity interests of the Successor Entity in connection with such IPO Reorganization with rights with respect to their investment in the Successor Entity that are equivalent to the rights of such Members under Article VI and Article XI hereof and subjecting such Members to obligations with respect to their investment in the Successor Entity that are equivalent to the obligations of the Members under Article VI and Article XI hereof. For the purpose of this Section 11.04 , in the event of an IPO Reorganization, after the occurrence of such IPO Reorganization, respectively, all references to the Company in this Section 11.04 will be deemed to refer to the Successor Entity.

(b) Terms and Conditions . Subject to Section 11.04(a) , the terms of the Initial Public Offering and of the Publicly Offered Securities will be determined by the Board. In connection with any IPO Reorganization effected pursuant to Section 11.04(a) that, when considered together with the Initial Public Offering, will result in the Company being classified as a corporation for U.S. Federal income tax purposes, the Company will consult with the Tiger Member, the GC Industrial Member and Seaspan Corporation concerning the structuring of such transaction and the parties will cooperate and use their respective reasonable efforts to effect such transaction in as a tax efficient manner as practicable.

(c) Piggyback Registrations . If the Company at any time after the IPO Date proposes to register or is required to register any shares of equity securities issued by the issuer of the Registrable Securities under the Securities Act (including any registration requested pursuant to Section 11.04(d) hereof but excluding any registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or any registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act or the comparable statute of any applicable jurisdiction, it will, at each such time, give prompt written notice to all Holders of Registrable Securities of its intention to do so, which notice will specify the number and type of securities to be registered, and, subject to Section 11.04(f) , it will afford each such Holder an opportunity to include in such registration all or part of the Registrable Securities held by such Holder; provided , that any terms or rights offered to the GC Industrial Member in connection with the foregoing and not specifically addressed herein shall be offered to all Members (other than the GC Industrial Member) pari passu . Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request will specify the Registrable Securities intended to be disposed of by such Holder), the Company will, subject to Section 11.04(f) , use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders to the extent required to permit the disposition of the Registrable Securities so to be registered; provided , however , that (A) 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 will determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its

election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, and (B) if such registration involves an underwritten offering, then all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in secondary offerings. If a registration requested pursuant to this Section 11.04(c) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 10 days prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration.

(d) Demand Registrations . At any time after 180 days after the IPO Date relating to the Initial Public Offering of the issuer of Registrable Securities, the GC Industrial Member or its designees will have the right to request registration of such Registrable Securities (which may, at such Holders’ request, be shelf registrations pursuant to Rule 415 promulgated under the Securities Act), which request or requests will specify the number of Registrable Securities intended to be Transferred and the Holders thereof and the intended method of distribution of such Registrable Securities; provided , however , that Holders may not request registration of Registrable Securities having an aggregate gross offering price (not taking into account underwriters discounts and commissions) of less than $25 million. Upon receipt of such request, the Company will use its reasonable best efforts to promptly effect the registration under the Securities Act of the Registrable Securities so requested to be registered; provided , however , that the Company will not be required to prepare and file more than five registration statements which actually become or are declared effective by the SEC at the request of the GC Industrial Member. Notwithstanding the foregoing, the Company may delay the filing or effectiveness of any registration of Registrable Securities pursuant to this Section 11.04(d) for a period of not more than 180 days if at the time of such request (x) the Company is engaged, or has fixed plans to engage within 180 days following receipt of such request, in a firm commitment underwritten public offering of Registrable Securities in which the Holders of Registrable Securities have been or will be permitted to include all the Registrable Securities so requested to be registered pursuant to this Section 11.04(d) or (y) the Board reasonably determines that such registration and offering would interfere with any material transaction involving the Company; provided , however , that the Company will not use the right set forth in this clause (y) more than three times for an aggregate of 180 days in any 12-month period.

(e) Registration Expenses . The Company will pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 11.04 . All discounts, commissions, or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Registrable Securities applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 11.04 will be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered.

(f) Priority . If a registration pursuant to this Section 11.04 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, then the Company will so advise all requesting Holders and the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included and the securities to be included in the registration will be allocated first, in the case of any offering other than an offering requested pursuant to Section 11.04(d) , to the Company, and second, to all requesting Holders pari passu on the basis of the relative number of Registrable Securities then held by each such Holder ( provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

(g) Lockup . If the Company effects any registration in connection with an underwritten public offering (including the Initial Public Offering) of its equity securities (whether pursuant to this Agreement or otherwise), each Holder of Registrable Securities will, if requested by the Company, enter into an agreement with the Company and the underwriter or underwriters of such offering (in form reasonably acceptable to the Company) pursuant to which such Holder will agree not to Transfer sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any equity securities of the Company, or of any security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, other than as part of such underwritten public offering), during (i) the 30-day period immediately prior to the effective date of such registration, (ii) during the 180-day period following the effective date of such registration in the case of an Initial Public Offering and (iii) during the 90-day period following the effective date of such registration in connection with any other such underwritten public offering. The Company may impose stop-transfer instructions with respect to the Registrable Securities subject to the foregoing restriction until the end of said 90-day or 180-day period.

(h) Certain Conditions . It will be a condition of each Holder’s rights hereunder to have Registrable Securities owned by it registered that:

(i) such Holder will reasonably cooperate with the Company by supplying information and executing documents relating to such Holder or the securities of the Company owned by such Holder in connection with such registration;

(ii) such Holder will enter into such undertakings and take such other actions relating to the conduct of the proposed offering which the Company or the underwriters may request as being necessary to ensure compliance with federal and state securities laws and the securities laws of any applicable jurisdiction and the rules or other requirements of the applicable exchange or otherwise to effectuate the offering; and

(iii) such Holder will execute and deliver an agreement, in customary form, to indemnify and hold harmless the Company and each underwriter (as defined in the Securities Act), and each Entity, if any, who controls such underwriter within the meaning of the Securities Act, against such losses, claims, damages or liabilities (including reimbursement for legal and other expenses) to which such underwriter or controlling Person or entity may become

subject under the Securities Act or otherwise, in such manner as is customary for registrations of the type then proposed, but only with respect to information furnished by such Holder in writing and specifically for use in the registration statement or prospectus in connection with such registration (other than information given with respect to the Company in such Holder’s capacity as an officer, director or employee of the Company) and with respect to such Holder’s failure to deliver prospectuses as required under the Securities Act; provided that the aggregate liability of such Holder under such an agreement will not exceed the net proceeds received by such Holder in respect of Registrable Securities sold in such offering.

(i) Indemnification . In the event of any registration under the Securities Act of any Registrable Securities of Members pursuant to this Section 11.04 , the Company will execute and deliver an agreement, in customary form, to indemnify and hold harmless each Holder disposing of such Registrable Securities and any underwriter in connection with such disposition against such losses, claims, damages or liabilities (including reimbursement for legal and other expenses) to which such Holder may become subject under the Securities Act or otherwise, in such manner as is customary in underwriting agreements for registrations of the type then proposed.

ARTICLE XII.

PREEMPTIVE RIGHTS

12.01 Preemptive Rights for New Securities.

(a) The Company hereby grants to each of the Members the right to increase its Commitment by investing in New Securities which the Company may, from time to time prior to the occurrence of an Initial Public Offering or a Company Sale, propose to issue and sell to the extent provided in this Section 12.01 and in accordance with the procedures set forth in Section 12.01(b) .

(b) Prior to the issuance of any New Securities, the Company shall give each Member written notice (such notice, a “ New Securities Notice ”) of such proposed issuance, describing the amount of such New Securities intended to be issued and the terms and conditions upon which the Company proposes to issue the same. Each Member shall have ten (10) Business Days from the date of delivery of such New Securities Notice (such ten (10) Business Day period being referred to as the “ Subscription Period ”) to determine whether to purchase all or any portion of the Member’s pro rata share of such Interests (based on its Percentage Interest of the then outstanding Interests) upon the terms specified in such New Securities Notice by giving written notice (a “ Subscription Notice ”) to the Company and stating therein the quantity of New Securities to be purchased (which notice shall constitute such Member’s irrevocable agreement to purchase such New Securities on the terms set forth in the New Securities Notice on a closing date (the “ Proposed Closing Date ”) selected by the Company and set forth in a written notice from the Company provided to such Member at least five (5) Business Days prior to such Proposed Closing Date; provided that such Proposed Closing Date shall be within 120 days of the expiration of the Subscription Period). Notwithstanding the foregoing, neither the issuance of a New Securities Notice by the

Company nor the receipt by the Company of any Subscription Notice from one or more Members shall obligate the Company to issue any New Securities to any Member.

(c) Following the issuance of a New Securities Notice and expiration of the Subscription Period applicable to such New Securities Notice, the Company shall be permitted to issue and/or sell the New Securities identified in such New Securities Notice, solely to the extent not subscribed for by Members by timely delivery to the Company of a Subscription Notice, to any Person or Persons selected by the Company from time to time within 180 days of the expiration of such Subscription Period on terms determined by the Board in good faith to be not less advantageous to the Company than the terms set forth in such New Securities Notice.

(d) Notwithstanding any provision hereof to the contrary, the preemptive right provided by this Section 12.01 shall apply to the issuance of rights, options or warrants to purchase Interests and securities convertible into or exchangeable for Interests of the Company and not to the issuance of Interests of the Company upon exercise, conversion or exchange of such rights, options, warrants or convertible or exchangeable securities.

(e) This Section 12.01 shall terminate and no longer be of any force or effect upon consummation of any Initial Public Offering or any Company Sale.

ARTICLE XIII.

INVESTMENT REPRESENTATIONS

Except as otherwise set forth in Section 13.15, each Member hereby represents and warrants to the Company and each other Member as of the Effective Date as follows:

13.01 Organization; Authority.

Such Member is duly organized and validly existing in the jurisdiction of its formation, organization or incorporation, as applicable. Such Member has the requisite authority to enter into this Agreement and to perform its obligations hereunder.

13.02 Due Authorization; Binding Agreement.

The execution, delivery and performance of this Agreement by such Member have been duly and validly authorized by all necessary action of such Member. This Agreement has been duly executed and delivered by such Member, or an authorized representative of such Member, and constitutes a legal, valid and binding obligation of such Member, enforceable against the Member in accordance with the terms hereof.

13.03 Consents and Approvals; No Conflict.

No consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to, any Governmental Authority or any other Person is required to be made, obtained or given by such Member in connection with the execution, delivery and performance of this Agreement by such Member. The execution and delivery of this Agreement by such Member do not, and the performance by such Member of its obligations under this

Agreement will not, (a) conflict with any other contract, agreement or arrangement to which such Member is a party or by which it is or its assets are bound or (b) violate any provision of, or result in the breach of, any Applicable Law or the organizational documents of such Member.

13.04 No Litigation.

Neither such Member nor any of its Affiliates is a party to any litigation, arbitration, investigation or other judicial, arbitral or administrative proceeding, nor is such Member aware of any threatened litigation, arbitration, investigation or other judicial, arbitral or administrative proceeding involving such Member or its Affiliates, that would reasonably be expected to interfere with such Member’s ability to fulfill its obligations under this Agreement.

13.05 Preexisting Relationship or Experience.

By reason of its business or financial experience, or by reason of the business or financial experience of its general partner or its financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, such Member is capable of evaluating the risks and merits of an investment in the Interests and of protecting its own interests in connection with this investment.

13.06 Investment Intent.

Such Member is acquiring the Interest for investment purposes for its own account only and not with a view to or for sale in connection with any distribution of all or any part of such Interest.

13.07 No Registration of Interests.

Such Member acknowledges that the Interests have not been registered under the Securities Act, under any applicable blue sky laws or under any other Applicable Law in reliance, in part, upon its representations, warranties, and agreements herein.

13.08 Restricted Securities.

Such Member understands that the Interests are “restricted securities” under the Securities Act in that such Interests will be acquired from the Company in a transaction not involving a public offering, and that the Interests may be resold without a registration under the Securities Act only in certain limited circumstances and that otherwise the Interests must be held indefinitely.

13.09 Investment Risk.

Such Member acknowledges that the Interests are speculative investments which involve a substantial degree of risk of loss of its entire investment in the Company, and it understands and takes full cognizance of the risks related to the purchase of such Interests.

13.10 Restrictions on Transferability.

Such Member acknowledges that there are substantial restrictions on the transferability of the Interests pursuant to this Agreement, that there is no public market for such Interests and that none is expected to develop, and that, accordingly, it may not be possible for it to liquidate its investment in the Company.

13.11 Information Reviewed.

Such Member has received and reviewed this Agreement and the other information provided by the Company it considers necessary or appropriate for deciding whether to invest in the Company.

13.12 No Advertising.

Such Member has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation with respect to the sale of Interests.

13.13 Investor Qualification.

Such Member is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act and a “qualified purchaser” as such term is defined under the Investment Company Act. If such Member is an individual, such Member has (a) a net worth over $1 million (excluding the value of such Member’s primary residence), and/or (b) individual income in excess of $200,000 (or joint income with spouse in excess of $300,000) in each of the two most recent years and such Member reasonably expects to reach the same income level in the current year. If such Member is an Entity, such Member has total assets in excess of $5 million. Such Member is familiar with the criteria for status as an “accredited investor” and, in connection with the proposed investment in the Company, will notify the Board if it qualifies as an accredited investor under other criteria or is otherwise unable to make the foregoing representations.

13.14 Certain Regulatory Compliance Matters.

(a) Neither such Member, nor any of its Affiliates, officers, directors or employees, (i) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the U.S. Department of the Treasury (“ OFAC ”), nor are they otherwise a party with which the Company is prohibited to deal under the laws of the United States, (ii) is a Person identified as a terrorist organization on any other relevant lists maintained by governmental authorities or (iii) unless otherwise disclosed in writing to the Board prior to its acquisition of the Interests, is a Public Official, or any immediate family member or close associate of a Public Official, as such terms are defined below. The monies used to fund the investment in the Interests by such Member are not derived from, invested for the benefit of, or related in any way to, (i) the government of any country designated by the U.S. Secretary of State as a country supporting international terrorism, (ii) property that is blocked under any laws, orders or regulations administered by OFAC (“ OFAC Regulations ”), or that would be blocked under OFAC Regulations if it were in the custody of a U.S. national,

(iii) Persons to whom U.S. nationals cannot lawfully export services, or with whom U.S. nationals cannot lawfully engage in transactions, under OFAC Regulations or (iv) the governments of any country that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force on Money Laundering or a country or financial institution designated as a “primary money laundering concern” by the U.S. Secretary of the Treasury. In addition, such Member (x) has conducted thorough due diligence with respect to all of its beneficial owners, (y) has established the identities of all direct and indirect beneficial owners and the source of each of such beneficial owner’s funds and (z) will retain evidence of any such identities, any such source of funds and any such due diligence.

(b) Pursuant to anti-money laundering laws and regulations, the Board and/or any administrator acting on behalf of the Company may be required to collect documentation verifying such Member’s identity and the source of funds used to acquire an Interest before, and from time to time after, acquisition of the Interest by such Member. Such Member further represents that it does not know or have any reason to suspect that (i) the monies used to fund its investment in the Interests have been or will be derived from or related to any illegal activities, including, without limitation, money laundering activities, or (ii) the proceeds from its investment in the Interests will be used to finance any illegal activities.

(i) “ Governmental Authority ” means (A) any non-U.S. national, federal, state, county, municipal, or local government or any Entity exercising executive, legislative, judicial, regulatory, military, taxing or administrative functions of or pertaining to government, (B) any public international organization, (C) any agency, division, bureau, department or other political subdivision of any government, entity or organization described in the foregoing clauses (A) or (B) of this definition, or (D) any company, business, enterprise or other Entity owned, in whole or in part, or Controlled by any government, entity, organization or other Person described in the foregoing clauses (A), (B) or (C) of this definition;

(ii) “ Public Official ” means (A) any official, officer, employee or representative of, or any Person acting in an official capacity for or on behalf of, any Governmental Authority, whether elected or not and regardless of rank or title, (B) any non-U.S. political party or party official or candidate for political office or (C) any official, officer, employee or representative of any company, business, corporation, enterprise or other entity owned, in whole or in part, or controlled by any government, entity, organization or other Person described in the foregoing clauses (A) or (B) or that was formed by, or for the benefit of, a Public Official;

(iii) an “ immediate family member ” of a Public Official includes the Public Official’s parents, siblings, spouse, children and in-laws; and

(iv) a “ close associate ” of a Public Official is a person who is publicly known to maintain a close relationship with the Public Official, and includes any person who is in a position to conduct substantial U.S. or non-U.S. financial transactions on behalf of the Public Official.

13.15 No Undisclosed Agreements.

(a) The Tiger Member hereby represents to the GC Industrial Member, the Seaspan Member and the Washington Member that, as of the date hereof, except as previously disclosed in writing prior to the date hereof, there are no agreements or understandings, written or oral, between the Tiger Member, any Affiliates of the Tiger Member, Gerry Wang or Graham Porter, on the one hand, and the Washington Member, the Seaspan Member, SMSL or any of their respective Affiliates, on the other hand, pursuant to which the Tiger Member, any Affiliate of the Tiger Member, Gerry Wang or Graham Porter receive any material benefit or are subject to any material obligation.

(b) The Washington Member hereby represents to the GC Industrial Member and the Seaspan Member that, as of the date hereof, except as previously disclosed in writing prior to the date hereof, there are no material agreements or understandings between the Tiger Member, any Affiliates of the Tiger Member, Gerry Wang or Graham Porter, on the one hand, and the Washington Member or its Affiliates, on the other hand, pursuant to which the Tiger Member, any Affiliate of the Tiger Member, Gerry Wang or Graham Porter receive any material benefit or are subject to any material obligation.

(c) The Seaspan Member hereby represents to the GC Industrial Member and the Washington Member that, as of the date hereof, except as previously disclosed in writing prior to the date hereof, there are no material agreements or understandings between the Tiger Member, any Affiliates of the Tiger Member, Gerry Wang or Graham Porter, on the one hand, and the Seaspan Member or its Affiliates (including, for the avoidance of doubt, Seaspan Corporation), on the other hand, pursuant to which the Tiger Member, any Affiliate of the Tiger Member, Gerry Wang or Graham Porter receive any material benefit or are subject to any material obligation.

ARTICLE XIV.

GENERAL PROVISIONS

14.01 Notices.

All notices and other communications provided for or permitted hereunder will be deemed to have been duly given and received when delivered in writing by overnight courier or hand delivery, or when sent by telecopy (receipt confirmed), to the Members at the addresses set forth on Exhibit A (or at such other address for any Member as specified by like notices to the Company and each other Member).

14.02 Entire Agreement.

This Agreement (including the exhibits hereto) constitutes the entire agreement and understanding among the Members with respect to the Company and supersedes any prior or contemporaneous understandings and/or written or oral agreements among them respecting the Company.

14.03 Amendment.

This Agreement (including the exhibits hereto) may be amended or modified from time to time only by a written instrument that is approved in writing by the Members holding a majority of the Percentage Interests; provided , however , that in no event shall this Agreement be amended, supplemented, or otherwise modified (a) to require any Member to make any additional Capital Contribution or increase such Member’s Commitment to the Company without that Member’s prior written consent, (b) in a manner that would adversely affect a Member’s rights or increase a Member’s obligations without such Member’s prior written consent (it being understood that the increase in any Member’s Commitments (with such Member’s consent) shall not be deemed to adversely affect any other Member’s rights or increase the obligations of any other Member), (c) in a manner that affects the rights and/or obligations of any Member under the last sentence of Section 2.04(a), the entirety of Section 2.04(c) , Section 2.09 , Section 3.02 , Section 5.03 , Sections 6.01 through 6.04 , Section 6.07 , Section 11.02 , Section 11.03 , Section 12.01 or this Section 14.03 or modifies the definition of the Investment Commitment Period or any other defined term used in the identified sections of this sentence without the consent of such Member or (d) adversely affects the rights of any Member under Section 5.01 , Section 5.02 , Section 5.05 or Section 11.04(c) . Notwithstanding anything herein to the contrary, a Company Sale to an unaffiliated third party shall not be deemed an amendment requiring the consent of any Members other than the Members holding a majority of the Percentage Interests. The Company will deliver to each Member a copy of any amendment to this Agreement.

14.04 Effect of Waiver or Consent.

A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations hereunder will not constitute a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person hereunder. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long such failure continues, will not constitute a waiver by that Person of its rights with respect to that default until the applicable limitations period has expired.

14.05 Binding Effect.

This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective legal representatives, heirs, legatees, successors, and permitted assigns and any other permitted transferee of the Interests and will also apply to any Interests acquired by Members after the date hereof. Nothing in this Agreement, express or implied, is intended to confer upon any Person, other than the Members and their respective successors and permitted assigns, any rights or remedies under this Agreement or otherwise create any third party beneficiary hereto.

14.06 Governing Law.

This Agreement is governed by and will be construed in accordance with the laws of the Republic of the Marshall Islands, without giving effect to any principles of conflicts of laws, whether of the Republic of the Marshall Islands or any other jurisdiction, that would result in the application of the law of any other jurisdiction.

14.07 Consent to Jurisdiction; Waiver of Trial by Jury.

(a) Each Member and the Company irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the federal or state courts of or located in the State of Delaware in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees that any claim in respect of any such action or proceeding shall be heard and determined in the federal or state courts of or located in the State of Delaware, (ii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in such courts, (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts, (iv) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined in the federal or state courts of or located in the State of Delaware and, on appeal, the Delaware Supreme Court or, in the case of appeal from the United States District Court in Delaware, the United States Court of Appeals for the Third Circuit and (v) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each Member and the Company agrees that a final judgment in any such action or proceeding, as to which available appeals have been exhausted or no appeals have been filed within the time set by law, will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Member and the Company irrevocably consents to service of process in the manner provided for giving notices in Section 14.01 . Nothing in this Agreement will affect the right of any Member or the Company to serve process in any other manner permitted by law.

(b) TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

14.08 Specific Performance.

Each Member, in addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, will be entitled to specific performance of each other Member’s and the Company’s obligations under this Agreement. The Company and the Members agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by any of them of the provisions of this Agreement and each hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

14.09 Severability.

If any provision of this Agreement or its application to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances will not be affected thereby, and such provision will be enforced to the greatest extent permitted by law.

14.10 Further Assurances.

The Company and each Member agree to execute and deliver any additional documents and instruments and perform any additional acts that may be necessary to effectuate the provisions of this Agreement.

14.11 Publicity.

The Members will consult with each other and will obtain the consent of each of the other Members before issuing any press release or otherwise making any public statement with respect to this Agreement and the Company or its Subsidiaries and will not issue any such press release or make any such public statement prior to such consultation and consent, except to the extent such disclosure is required by Applicable Law or as otherwise permitted under the last sentence of Section 7.02 .

14.12 Counterparts.

This Agreement may be executed in any number of counterparts with the same effect as if all signatories had signed the same document. All counterparts will be construed together and constitute the same instrument. This Agreement may be executed and delivered by facsimile or as a .pdf file attached to electronic mail.

[ Signature Pages Follow ]

IN WITNESS THEREOF, the Company and the undersigned Members have executed this Agreement effective as of the Effective Date.


COMPANY

GREATER CHINA INTERMODAL INVESTMENTS LLC

	By:	/s/ Cedric Bobo
		Name:	Cedric Bobo
		Title:	Authorized Person

[ Signature Page to LLC Agreement of Greater China Intermodal Investments LLC ]


MEMBERS

GREATER CHINA INDUSTRIAL INVESTMENTS LLC

	By:	/s/ Cedric Bobo
		Name:	Cedric Bobo
		Title:	Authorized Person

[ Signature Page to LLC Agreement of Greater China Intermodal Investments LLC ]

[ Signature Page to LLC Agreement of Greater China Intermodal Investments LLC ]

[ Signature Page to LLC Agreement of Greater China Intermodal Investments LLC ]

[ Signature Page to LLC Agreement of Greater China Intermodal Investments LLC ]

APPENDIX A-1

Allocations for Capital Account Purposes

(a) Additional Definitions . As used in the Agreement, the following terms have the meanings set forth below:

“ Adjusted Capital Account ” means, with respect to any Member, the balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year or other period, after giving effect to the following adjustments:

(i) add to such Capital Account any amounts which such Member is obligated to restore pursuant to the Agreement or is deemed to be obligated to restore to the Company pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c) or the penultimate sentence of each of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

(ii) subtract from such Capital Account such Member’s share of the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

“ Capital Account ” means the Capital Account maintained for each Member on the Company’s books and records in accordance with the following provisions:

(i) To each Member’s Capital Account there will be added (A) the amount of cash and the Gross Asset Value of any other asset contributed by such Member to the Company pursuant to Article IV hereof, (B) such Member’s allocable share of Profits and any items in the nature of income or gain that are specially allocated to such Member pursuant to Section 5.01 and this Appendix A-1 or other provisions of the Agreement, and (C) the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member.

(ii) From each Member’s Capital Account there will be subtracted (A) the amount of cash and the Gross Asset Value of any other Company assets distributed to such Member pursuant to any provision of the Agreement, (B) such Member’s allocable share of Losses and any other items in the nature of expenses or losses that are specially allocated to such Member pursuant to Section 5.01 and this Appendix A-1 or other provisions of the Agreement, and (C) liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company.

(iii) In the event any Interest is Transferred in accordance with the terms of the Agreement, the transferee will succeed to the Capital Account of the transferor to the extent it relates to the Transferred Interest.

(iv) Determination of the amount of any liability for purposes of subparagraphs (i) and (ii) above will take into account Code Section 752(c) and any other applicable provisions of the Code and Treasury Regulations.

(v) The foregoing provisions and the other provisions of the Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Sections 1.704-1(b) and 1.704-2 and will be interpreted and applied in a manner consistent with such Treasury Regulations. In the event that the Board determines that it is prudent to modify the manner in which the Capital Accounts, or any additions or subtractions thereto, are computed in order to comply with such Treasury Regulations, the Board may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Member pursuant to Section 10.02 upon the dissolution of the Company.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Company Minimum Gain ” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d)(1) for the phrase “partnership minimum gain.”

“ Depreciation ” means, for each Fiscal Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for U.S. federal income tax purposes with respect to an asset for such Fiscal Year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for U.S. federal income tax purposes at the beginning of such Fiscal Year or other period, then Depreciation will be an amount that bears the same ratio to such beginning Gross Asset Value as the U.S. federal income tax depreciation, amortization or other cost recovery deduction for such Fiscal Year or other period bears to such beginning adjusted tax basis. Notwithstanding the foregoing, if the U.S. federal income tax depreciation, amortization or other cost recovery deduction for such Fiscal Year or other period is zero, then Depreciation will be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Board.

“ Gross Asset Value ” means, with respect to any asset, such asset’s adjusted basis for U.S. federal income tax purposes, except as follows:

(i) The initial Gross Asset Value of any asset contributed by a Member to the Company is the gross fair market value of such asset, as determined by the Board in good faith.

(ii) The Gross Asset Value of all Company assets immediately prior to the occurrence of any event described in subparagraphs (A) through (E) below may be adjusted to equal their respective gross fair market values, as determined by the Board using such reasonable method of valuation as it may adopt, as of the following times:

(A) the acquisition of an additional Interest by a new or existing Member in exchange for more than a de minimis Capital Contribution, if the Board reasonably determines that such adjustment is necessary or appropriate to reflect the relative Interests of the Members in the Company;

(B) the distribution by the Company to a Member of more than a de minimis amount of Company assets as consideration for an Interest, if the Board reasonably determines that such adjustment is necessary or appropriate to reflect the relative Interests of the Members in the Company;

(C) the liquidation or dissolution of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g);

(D) the grant of an Interest (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in his capacity as a Member, or by a new Member acting his capacity as a Member or in anticipation of becoming a Member of the Company, if the Board reasonably determines that such adjustment is necessary or appropriate to reflect the relative Interests of the Members in the Company; and

(E) at such other times as the Board may reasonably determine necessary or advisable in order to comply with Treasury Regulations Sections 1.704-1(b) and 1.704-2.

(iii) The Gross Asset Value of any Company asset distributed to a Member is the gross fair market value of such asset (taking Section 7701(g) of the Code into account) on the date of distribution as determined by the Board in good faith.

(iv) The Gross Asset Values of Company assets will be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), except that Gross Asset Values will not be adjusted pursuant to this subparagraph (iv) to the extent that an adjustment pursuant to subparagraph (ii) above is made in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (iv).

(v) If the Gross Asset Value of a Company asset has been determined or adjusted pursuant to subsection (ii) or (iv) above, such Gross Asset Value will thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

“ Member Minimum Gain ” means an amount, with respect to each Member Nonrecourse Debt, equal to the Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations Section 1.704-2(i) with respect to “partner minimum gain.”

“ Member Nonrecourse Debt ” has the meaning set forth in Treasury Regulations Section 1.704-2(b)(4) for the phrase “partner nonrecourse debt.”

“ Member Nonrecourse Deductions ” has the meaning set forth in Treasury Regulations Section 1.704-2(i) for the phrase “partner nonrecourse deductions.”

“ Nonrecourse Deductions ” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(1) and 1.704-2(c).

“ Nonrecourse Liability ” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(3) and 1.752-1(a)(2).

“ Profits ” and “ Losses ” means, for each Fiscal Year or other period, an amount equal to the Company’s taxable income or loss for such year or period determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, deduction or credit required to be stated separately pursuant to Code Section 703(a)(1) will be included in taxable income or loss), with the following adjustments:

(i) Any income of the Company that is exempt from U.S. federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition of Profits and Losses will increase the amount of such income and/or decrease the amount of such loss;

(ii) Any expenditure of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of Profits and Losses, will decrease the amount of such income and/or increase the amount of such loss;

(iii) Gain or loss resulting from any disposition of Company assets where such gain or loss is recognized for U.S. federal income tax purposes will be computed by reference to the Gross Asset Value of the Company assets disposed of, notwithstanding that the adjusted tax basis of such Company assets differs from its Gross Asset Value;

(iv) In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such income or loss, Depreciation will be taken into account for such fiscal year or other period;

(v) To the extent an adjustment to the adjusted tax basis of any asset included in Company assets pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s Interest, the amount of such adjustment will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and will be taken into account for the purposes of computing Profits and Losses;

(vi) If the Gross Asset Value of any Company asset is adjusted in accordance with subparagraph (ii) or subparagraph (iii) of the definition of “Gross Asset Value” above, the amount of such adjustment will be taken into account in the taxable year of such adjustment as gain or loss from the disposition of such asset for purposes of computing Profits or Losses; and

(vi) Notwithstanding any other provision of this definition of Profits and Losses, any items that are specially allocated pursuant to Appendix A-2 will not be taken into account in computing Profits or Losses. The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Appendix A-2 will be determined by applying rules analogous to those set forth in this definition of Profits and Losses.

“ Treasury Regulations ” means the U.S. Department of the Treasury regulations promulgated under the Code.

(b) Regulatory Allocations . Notwithstanding Section 5.01(a) , the Company will make special allocations as set forth in this Appendix A-1 in the following order of priority:

(i) Minimum Gain Chargeback . If there is a net decrease in Company Minimum Gain during a Company taxable year, then each Member will be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g)(2). This Appendix A-1(b)(i) is intended to comply with the minimum gain chargeback requirement of Treasury Regulations Section 1.704-2(f) and will be interpreted consistently therewith.

(ii) Member Minimum Gain Chargeback . If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), will be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of Treasury Regulations Section 1.704-2(g)(2). This Appendix A-1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Treasury Regulations Section 1.704-2(i)(4) and will be interpreted consistently therewith.

(iii) Qualified Income Offset . If any Member unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain will be allocated to all such Members (in proportion to the amounts of their respective deficit Adjusted Capital Accounts) in an amount and manner sufficient to eliminate the deficit balance in the Adjusted Capital Account of such Member as quickly as possible, provided that an allocation pursuant to this Appendix A-1(b)(iii) will be made if and only to the extent that such Member would have an Adjusted Capital Account deficit after all other allocations provided for in this Article V have been tentatively made as if this Appendix A-1(b)(iii) were not in the Agreement. It is intended that this Appendix A-1(b)(iii) qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

(iv) Limitation on Allocation of Net Loss . If the allocation of Losses to a Member as provided in Section 5.01(a) would create or increase an Adjusted Capital Account deficit, there will be allocated to such Member only that amount of Losses as will not create or increase an Adjusted Capital Account deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Member will be allocated to the other Members in accordance with their relative proportion of Units, subject to the limitations of this Appendix A-1(b)(iv) .

(v) Certain Additional Adjustments . To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Interest, the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss will be specially allocated to the Members in accordance with their Interests in the Company in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

(vi) Nonrecourse Deductions . The Nonrecourse Deductions for each taxable year of the Company will be allocated to the Members in proportion to their respective Interest.

(vii) Member Nonrecourse Deductions . The Member Nonrecourse Deductions will be allocated each year to the Member that bears the economic risk of loss (within the meaning of Treasury Regulations Section 1.752-2) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable.

(viii) Curative Allocations . The allocations set forth in Appendix A-1(b)(i) through (vii) hereof (the “ Regulatory Allocations ”) are intended to comply with certain requirements of Treasury Regulations Sections 1.704-1(b) and 1.704-2(i) and will be interpreted in manner consistent with such intent.

(c) If a Member’s Percentage Interest changes at anytime during a Fiscal Year, then, for purposes of making the allocations required under Section 5.01 and this Appendix A-1 , the Percentage Interests of the relevant Members will be adjusted in accordance with Section 706 of the Code using any reasonable convention as determined by the Board.

APPENDIX A-2

Allocations for Tax Purposes

(a) Except as required by Section 704(c) of the Code, for U.S. federal income tax purposes, (i) each item of income, gain, loss and deduction will be allocated among the Members in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 5.01 and Appendix A-1 , and (ii) each tax credit will be allocated to the Members in the same manner as the receipt or expenditure giving rise to such credit is allocated pursuant to Section 5.01 and Appendix A-1 . The Members’ shares of depreciation, depletion, amortization, gain or loss, as computed for U.S. federal income tax purposes, will be determined so as to take account of the variation between the adjusted tax basis and the book value of the Company’s property, in accordance with Section 704(c) of the Code using such method as determined by the Board and the contributing Member.

(b) All items of income, gain, loss, deduction and credit recognized by the Company for U.S. federal income tax purposes and allocated to the Members in accordance with the provisions hereof will be determined without regard to any election under Section 754 of the Code which may be made by the Company; provided , however , that such allocations, once made, will be adjusted as necessary or appropriate to take into account those adjustments permitted or required by Sections 734 and 743 of the Code.

(c) Any gain allocated to the Members upon the taxable Disposition of any Company asset will, to the extent possible, after taking into account other required allocations of gain pursuant to this Appendix A-2 , be characterized as depreciation recapture income in the same proportions and to the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as depreciation recapture income.

(d) Allocations under this Appendix A-2 are made solely for U.S. federal, state and local income tax purposes and will not affect any Member’s Capital Account balance or share of distributions.

EXHIBIT A

Members, Commitments and Commitment Percentages †


Member	Commitment		Commitment Percentage
Greater China Industrial Investments LLC	$	775,000,000		86.1111	%
Seaspan Investment I Ltd.	$	100,000,000		11.1111	%
Blue Water Commerce, LLC	$	25,000,000		2.7778	%
Tiger Management Limited		$0 (all contributions to be in the form of Service Contributions)		0	%
TOTAL	$	900,000,000		100	%

†	Subject to adjustment in accordance with the Agreement.

Member Contact Information

Greater China Industrial Investments LLC:

c/o The Carlyle Group

1001 Pennsylvania Avenue, N.W.

Suite 220 South

Washington, DC 20004

Attention: Cedric Bobo

Fax No.: +1.202.347.1818

with a copy, which will not constitute notice, to:

Latham & Watkins LLP

555 Eleventh Street, N.W.

Suite 1000

Washington, DC 20004

Attention: Daniel T. Lennon

Fax No.: +1.202.637.2201

Seaspan Investment I Ltd.:

c/o Seaspan Corporation

Unit 2 – 7th Floor, Bupa Centre

141 Connaught Road West

Hong Kong

Attention: Corporate Secretary

Fax: +852.2540.1689

with a copy, which will not constitute notice, to:

Seaspan Ship Management Ltd.

2600 - 200 Granville Street,

Vancouver BC V6C 1S4

Attention: Corporate Secretary

Fax: +1 604-648-9514

and

Perkins Coie LLP

1120 N.W. Couch Street

Tenth Floor

Portland, Oregon 97209

Attention: David S. Matheson

Fax No.: +1.503.727.2222

Blue Water Commerce, LLC:

101 International Drive

P.O. Box 16630

Missoula, MT 59808

Attention: Lawrence R. Simkins

Fax: +1.406.523.1399

with a copy, which will not constitute notice, to:

K&L Gates LLP

925 Fourth Avenue

Suite 2900

Seattle, WA 98104

Attention: Stephan Coonrod and Chris Visser

Fax: +1.206.623.7022

Tiger Management Limited:

Graham Porter/Gerry Wang

c/o Tiger Ventures Limited

1401 Jardine House

1 Connaught Place

Central Hong Kong

Fax: +852.2160.5199

with a copy, which will not constitute notice, to:

Shearman & Sterling LLP

12/F, Gloucester Tower

The Landmark

15 Queen’s Road Central

Hong Kong

Attention: Paul Strecker

Fax: +852.2140.0338

EXHIBIT B

Form of Strategic Services Agreement

(attached)

EXHIBIT C

Form of Carlyle Consulting Services Agreement

(attached)

EXHIBIT D

Form of Technical and Commercial Management Agreement

(attached)

EXHIBIT E

Form of Non-Competition Agreements

(attached)

EXHIBIT F

Transaction Committee and Officers

Transaction Committee

Gerry Wang

Graham Porter

Greg Ledford

Cedric Bobo

Kyle Washington (non-voting member)

Officers

To be determined by the Board.

Exhibit 4.2

RIGHT OF FIRST REFUSAL AGREEMENT

THIS RIGHT OF FIRST REFUSAL AGREEMENT (this “ Agreement ”) is dated as of the 14th day of March, 2011 (the “ Effective Date ”), by and among Greater China Intermodal Investments LLC, a limited liability company formed under the laws of the Marshall Islands (the “ Company ”), Seaspan Corporation, a corporation formed under the laws of the Marshall Islands (“ Seaspan ”), and Blue Water Commerce, LLC, a limited liability company formed under the laws of Montana (“ Washington ” and, together with Seaspan, the “ ROFR Parties ”). The Company, Seaspan and Washington are referred to herein collectively as the “ Parties ” and each as a “ Party ”.

WHEREAS, Seaspan, Washington (whose Affiliates were involved in forming Seaspan, are significant shareholders in Seaspan, and have been sources of capital and other support for Seaspan), and Greater China Industrial Investments LLC, a limited liability company formed under the laws of the Marshall Islands (“ GC Industrial ”), have agreed to jointly pursue through the Company certain investment opportunities in Container Vessels (defined below) used in major shipping segments strategic to the greater China region; and

WHEREAS, as a material inducement to the willingness of Seaspan and Washington to jointly pursue such investment opportunities through the Company, the Parties are entering into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and premises of the Parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each Party), the Parties agree as follows:

1. Certain Definitions; Construction .

(a) As used in this Agreement, the following terms have the meanings set forth below:

“ Affiliate ” means, when used with respect to a specified Person, another Person that, either directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified.

“ Business Day ” means any day that is not a Saturday, a Sunday, or other day on which banks are required or authorized by law to be closed in Hong Kong, Vancouver, British Columbia or Washington, D.C.

“ Carlyle ” means Carlyle Investment Management L.L.C., a Delaware limited liability company.

“ Charter ” means a letter of intent or definitive contract or other agreement (including any charter party agreement (including any bareboat, time, voyage or slot charter party), lease with respect to which any Company Group Member is proposed to be the lessor, or contract of affreightment) between any Company Group Member, on the one hand, and an unaffiliated third party, on the other hand (which letter of intent, contract or agreement may be subject to conditions precedent), providing for the use or other employment of any Container

Vessel and in a form that the Company is prepared to execute. “ Charters ” means all such letters of intent and definitive contracts and agreements.

“ Company Group ” means the Company, each of its direct and indirect Subsidiaries, and any other Entity in which the Company has made, directly or indirectly, an Investment.

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

“ Company Sale ” means any transaction or series of related transactions as a result of which one or more Persons or group of Persons (other than GC Industrial or any of its Affiliates) acquires: (i) Interests constituting greater than fifty percent (50%) of the Interests then outstanding, whether such transaction is effected by merger, consolidation, recapitalization, sale or Transfer of the Company’s Interests or otherwise; provided that, following such transaction, neither GC Industrial nor any of its Affiliates retains the power to direct or cause the direction of the management and policies of the Company (or of any successor of the Company surviving such transaction) or (ii) assets of the Company Group representing seventy-five percent (75%) of the consolidated net asset value of the Company Group (by way of sale, license, lease or disposition of the assets of the Company Group or a sale of the equity interests of the Company Group Members or otherwise).

“ Container Vessel ” means an ocean-going vessel specifically constructed to transport containerized cargo.

“ Container Vessel Business ” means any Entity (other than any Affiliate of the Company) that owns Container Vessels which comprise more than fifty percent (50%) of such Entity’s consolidated total assets (as reflected on the most recently prepared consolidated balance sheet of such Entity). For avoidance of doubt, the opportunity to acquire one hundred percent (100%) of the equity of an Entity that owns a Container Vessel and related rights and appurtenances but essentially no other assets shall be treated as a Container Investment Opportunity in respect of a Container Vessel.

“ Container Vessel Business Acquisition ” means the acquisition of over fifty percent (50%) of the equity securities of any Container Vessel Business.

“ Control ” means, when used with respect to a specified Person, the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or interests, by contract or otherwise. “ Controlled ” and “ Controlling ” will have correlative meanings.

“ Entity ” means any corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, trust, business trust, unincorporated association, estate or other legal entity.

“ Governmental Authority ” means (i) any U.S. or non-U.S. national, federal, state, county, municipal, or local government or any Entity exercising executive, legislative, judicial, regulatory, military, taxing or administrative functions of or pertaining to government, (ii) any public international organization, (iii) any agency, division, bureau, department or other political subdivision of any government, entity or organization described in the foregoing clauses (i) or (ii)

of this definition, or (iv) any company, business, enterprise or other Entity owned, in whole or in part, or Controlled by any government, entity, organization or other Person described in the foregoing clauses (i), (ii) or (iii) of this definition

“ Initial Public Offering ” means the initial public offering of securities of the Company, any Subsidiary of the Company or any successor Entity of the Company or any of its Subsidiaries for cash pursuant to an effective registration statement under the U.S. Securities Act of 1933 or the comparable statute of any applicable jurisdiction; provided that in the event of an initial public offering of securities of any Subsidiary of the Company, the net asset value of such Subsidiary shall constitute greater than sixty percent (60%) of the consolidated total net asset value of the Company Group (as reflected on the most recently prepared consolidated balance sheet of the Company).

“ Initial Operating Company ” means GC Intermodal Operating Company, a Marshall Islands corporation and wholly-owned Subsidiary of the Company.

“ Interest ” means all of the interest of a Member in the Company (including rights to distributions (liquidating or otherwise), allocations, information, and to consent or approve) existing from time to time hereunder.

“ Material Terms ” with respect to any Container Investment Opportunity means the following terms: (i) ship builder or counterparty, (ii) number of ships, (iii) vessel size(s) and material specifications, (iv) delivered or contract price, (v) estimated delivery date range, (vi) acceptable charter parties, (vii) range of daily rates (gross and net) and (viii) tenor of any Charters, in each case, on a ship-by-ship basis, to the extent available, and to the extent included in the applicable ROFR Notice (or Revised ROFR Notice, if applicable).

“ Member ” means any initial member of the Company and any other Person that becomes a member of the Company after the date hereof in accordance with the terms of the limited liability company agreement of the Company then in effect, in each case, so long as such Person remains a member of the Company.

“ Net Seaspan True-Up Vessels ” means, with respect to any Container Investment Opportunity during the ROFR Period, a number of Container Vessels (which shall not be less than zero) equal to (i) the total number of Container Vessels with respect to which Seaspan previously exercised its right of first refusal by executing (or causing any of its Qualified Subsidiaries to execute) the relevant Negotiated Vessel Contracts (or Revised Negotiated Vessel Contracts where applicable), but which Container Vessels were not purchased by Seaspan or one of its Qualified Subsidiaries due to (x) the refusal or failure of the counterparty or counterparties to such Negotiated Vessel Contracts (or Revised Negotiated Vessel Contracts where applicable) to execute such Negotiated Vessel Contracts (or Revised Negotiated Vessel Contracts where applicable) with Seaspan or one of its Qualified Subsidiaries, or (y) in cases where the Negotiated Vessel Contracts or Revised Negotiated Vessel Contracts are in the form of letter(s) of intent that contemplate(s) subsequent definitive agreement(s), the counterparty’s refusal or failure to execute definitive agreement(s) that have the same Material Terms as the letter of intent and the ROFR Notice or Revised ROFR Notice, as applicable (other than due to Seaspan’s refusal, failure or unwillingness to execute such definitive agreement(s)), notwithstanding commercially reasonable

efforts by Seaspan to enter into (or cause any of its Qualified Subsidiaries to enter into) such definitive agreement(s) (circumstances covered by (y), an “ SSW Letter of Intent Failure ”) minus (for determinations relating to any Phase II Container Investment Opportunities) (ii) the excess of (x) the total number of Seaspan ROFR Vessels for any and all previous Phase II Container Investment Opportunities that were purchased by Seaspan or its Qualified Subsidiaries, over (y) fifty percent (50%) of the aggregate number of all Container Vessels comprising all previous Phase II Container Investment Opportunities (rounded to the nearest whole number, with 0.5 being rounded up to 1), other than such Container Vessels that were not purchased by Seaspan or one of its Qualified Subsidiaries due to the refusal or failure of the counterparty or counterparties to the relevant Negotiated Vessel Contracts (or Revised Negotiated Vessel Contracts where applicable) to execute such Negotiated Vessel Contracts (or Revised Negotiated Vessel Contracts where applicable) with Seaspan or one of its Qualified Subsidiaries or to an SSW Letter of Intent Failure. Notwithstanding anything herein to the contrary, in no event shall Net Seaspan True-Up Vessels include any Vessels not purchased by Seaspan or one of its Qualified Subsidiaries because of any refusal or failure of any counterparty to any Negotiated Vessel Contracts (or Revised Negotiated Vessel Contracts) to execute such Negotiated Vessel Contracts (or Revised Negotiated Vessel Contracts where applicable) with Seaspan or its Qualified Subsidiary, the stated reason for which by such counterparty was the refusal or failure of Seaspan or its Qualified Subsidiary to provide adequate credit support (as determined by such counterparty in its reasonable discretion) for the acquisition of the applicable Vessels pursuant to such Negotiated Vessel Contracts (or Revised Negotiated Vessel Contracts).

“ Net Washington True-Up Vessels ” means, with respect to any Container Investment Opportunity during the ROFR Period, a number of Container Vessels (which shall not be less than zero) equal to (i) the total number of Container Vessels with respect to which Washington previously exercised its right of first refusal by executing (or causing any of its Qualified Subsidiaries to execute) the relevant Negotiated Vessel Contracts (or Revised Negotiated Vessel Contracts where applicable), but which Container Vessels were not purchased by Washington or one of its due to (x) the refusal or failure of the counterparty or counterparties to such Negotiated Vessel Contracts (or Revised Negotiated Vessel Contracts where applicable) to execute such Negotiated Vessel Contracts (or Revised Negotiated Vessel Contracts where applicable) with Washington or one of its Qualified Subsidiaries, or (y) in cases where the Negotiated Vessel Contracts are in the form of letter(s) of intent that contemplate(s) subsequent definitive agreement(s), the counterparty’s refusal or failure to execute definitive agreement(s) that have the same Material Terms as the letter of intent and the ROFR Notice or Revised ROFR Notice, as applicable (other than due to Washington’s refusal, failure or unwillingness to execute such definitive agreement(s)), notwithstanding commercially reasonable efforts by Washington to enter into (or cause any of its Qualified Subsidiaries to enter into) such definitive agreement(s) (circumstances covered by (y), a “ Washington Letter of Intent Failure ”) minus (ii) the excess of (x) the total number of Washington ROFR Vessels for any and all previous Container Investment Opportunities that were purchased by Washington or its Qualified Subsidiary over (y) twenty-five percent (25%) of the aggregate number of all Seaspan Declined Vessels for all previous Container Investment Opportunities (rounded to the nearest whole number with 0.5 being rounded up to 1), other than such Container Vessels that were not purchased by Washington or one of its Qualified Subsidiaries due to the refusal or failure of the counterparty or counterparties to the relevant Negotiated Vessel Contracts (or Revised Negotiated Vessel Contracts where applicable) to execute such Negotiated Vessel Contracts (or Revised Negotiated Vessel Contracts where

applicable) with Washington or one of its Qualified Subsidiaries or to a Washington Letter of Intent Failure. Notwithstanding anything herein to the contrary, in no event shall Net Washington True-Up Vessels include any Vessels not purchased by Washington or one of its Qualified Subsidiaries because of any refusal or failure of any counterparty to any Negotiated Vessel Contracts (or Revised Negotiated Vessel Contracts) to execute such Negotiated Vessel Contracts (or Revised Negotiated Vessel Contracts where applicable) with Washington or a Qualified Subsidiary of Washington, the stated reason for which by such counterparty was the refusal or failure of Washington or its Qualified Subsidiary to provide adequate credit support (as determined by such counterparty in its reasonable discretion) for the acquisition of the applicable Vessels pursuant to such Negotiated Vessel Contracts (or Revised Negotiated Vessel Contracts).

“ Person ” means any individual or Entity.

“ Phase II Container Investment Opportunities ” means all Container Investment Opportunities for which the ROFR Notice is provided on or after August 15, 2014.

“ Qualified Subsidiary ” of any Person means (i) a Subsidiary of such Person of which 80% or more of the voting and equity securities or interests are owned, directly or indirectly, by such Person and (ii) in the case of Washington, any Entity in which 80% or more of the voting and equity securities or interests are owned, directly or indirectly, by (A) Dennis Washington and/or his immediate family members and lineal descendants, (B) one or more trusts established for the benefit of any of the Persons described in subclause (A) of this clause (ii) and (C) one or more charitable foundations established by any of the Persons described in subclause (A) of this clause (ii).

“ ROFO Period ” means the period beginning on the Effective Date and ending on the last day of the ROFR Period.

“ ROFR Period ” means the period beginning on the Effective Date and ending on the earlier of (i) March 31, 2015, (ii) the date on which the Company is dissolved or liquidated and (iii) the date on which this Agreement is terminated pursuant to Section 5 hereof.

“ ROFR Review Date ” means each of August 15, 2011, August 15, 2012, August 15, 2013 and August 15, 2014.

“ Seaspan Declined Vessels ” means, with respect to any Container Investment Opportunity, a number of Container Vessels equal to the excess of (i) the number of Seaspan ROFR Vessels with respect to such Container Investment Opportunity, over (ii) the number of Seaspan Identified Vessels with respect to such Container Investment Opportunity.

“ Seaspan ROFR Vessels ” means, with respect to any Container Investment Opportunity (i) prior to August 15, 2014, one hundred percent (100%) of the Container Vessels comprising such Container Investment Opportunity and (ii) on or after August 15, 2014, a number of Container Vessels (not to exceed 100% of the Container Vessels comprising such Container Vessel Opportunity) equal to the sum of (x) fifty percent (50%) of the number of Container Vessels comprising such Container Investment Opportunity (the “ Base Seaspan ROFR Vessels ”) and (y) the number of Net Seaspan True-Up Vessels with respect to such Container Investment Opportunity (if a Net Seaspan True-Up Vessel opportunity is not used by Seaspan for one

Container Investment Opportunity, it may be carried over to subsequent such opportunities until used); provided , however , that, with respect to clause (ii), (A) in the event that any ROFR Notice (or Revised ROFR Notice) relating to such Container Investment Opportunity identifies only one Vessel, the number of Base Seaspan ROFR Vessels with respect to such Container Investment Opportunity shall be one, (B) in the event that any ROFR Notice (or Revised ROFR Notice) with respect to such Container Investment Opportunity identifies an odd number (other than one) of Vessels as the number of Container Vessels comprising such Container Investment Opportunity, the number of Base Seaspan ROFR Vessels with respect to such Container Investment Opportunity will be rounded to the nearest whole number ( i.e. , 0.5 being rounded up to 1) and (C) if such Container Investment Opportunity involves more than one Container Vessel, the Transaction Committee will, subject to determination of the number of Seaspan ROFR Vessels with respect to such Container Investment Opportunity in accordance with the foregoing provisions of this definition, determine in good faith which particular Container Vessels are to constitute the Seaspan ROFR Vessels with respect to such Container Investment Opportunity, which determination shall be intended to allocate between the relevant Parties on as nearly an equitable basis as possible the Container Vessels by capacity and quality. For purposes of illustration only, Exhibit B hereto sets forth the number of Seaspan ROFR Vessels under certain hypothetical scenarios.

“ Services Agreements ” means (i) that certain Management Agreement, dated as of the date hereof, by and among the Company, the Initial Operating Company and TML pursuant to which TML will provide to the Initial Operating Company and certain future Subsidiaries of the Company financial and strategic advisory services, (ii) that certain Consulting Services Agreement by and among the Initial Operating Company, Carlyle and the Company, pursuant to which Carlyle will provide to certain Subsidiaries of the Company consulting and advisory services and (iii) that certain Technical and Commercial Management Agreement, among the Initial Operating Company, the Company and SMSL, pursuant to which SMSL will provide to certain Subsidiaries of the Company technical and commercial management services for Container Vessels owned by such Subsidiaries.

“ SMSL ” means Seaspan Management Services Limited, a company formed under the laws of Bermuda.

“ Subsidiary ” means, with respect to any Person, any other Person more than 50% of the voting power of which is held, directly or indirectly, by such first Person and/or any of such first Person’s Subsidiaries, or over which such Person either, directly or indirectly, exercises Control (including (i) any limited partnership of which such first Person, directly or indirectly, is the general partner or otherwise has the power to direct or cause the direction of the management and policies thereof and (ii) any limited liability company of which such first Person, directly or indirectly, is the managing member or otherwise has the power to direct or cause the direction of the management and policies thereof).

“ TML ” means Tiger Management Limited, a limited liability company formed under the laws of the Cayman Islands.

“ Transaction Committee ” means the transaction committee of the Board of Directors of the Company, as set forth in the Company’s limited liability company agreement.

“ Transfer ” means any transfer, conveyance, assignment, pledge, mortgage, charge, hypothecation or other disposition.

“ Vessel Purchase Contract ” means a letter of intent or definitive contract or other agreement between any Company Group Member, on the one hand, and an unaffiliated third party, on the other hand (which letter of intent, contract or agreement may be subject to conditions precedent), providing for (i) the construction of one or more Container Vessels and the acquisition of such Container Vessels by the Company or one or more of its Subsidiaries upon completion of construction, (ii) the purchase of one or more Container Vessels during construction thereof and the acquisition of such Container Vessels by the Company or one or more of its Subsidiaries upon completion of construction, (iii) the purchase or acquisition of one or more then existing Container Vessels or (iii) any Container Vessel Business Acquisition. A Vessel Purchase Contract shall not contain a covenant of the purchaser not to compete in any business or jurisdiction. For purposes of clarity, option contracts to have constructed or to acquire Container Vessels shall not be deemed to represent a Vessel Purchase Contract (or a Container Investment Opportunity) until such option is proposed to be exercised by the Company, in which case it shall be deemed to represent a Vessel Purchase Contract (and a Container Investment Opportunity) subject to this Agreement.

“ Washington ROFR Vessels ” means, with respect to any Container Investment Opportunity, a number of Container Vessels (not to exceed 100% of the Seaspan Declined Vessels with respect to such Container Investment Opportunity) equal to the sum of (x) twenty-five percent (25%) of the number of Seaspan Declined Vessels with respect to such Container Investment Opportunity and (y) the number of Net Washington True-Up Vessels with respect to such Container Investment Opportunity (if a Net Washington True-Up Vessel opportunity is not used by Washington for one Container Investment Opportunity, it may be carried over to subsequent opportunity until used); provided , however , that (i) in the event that the number of Seaspan Declined Vessels with respect to any Container Investment Opportunity is less than or equal to three (3), the number of Washington ROFR Vessels with respect to such Container Investment Opportunity shall be one (1), (ii) in the event that the number of Washington ROFR Vessels is a number other than a whole number (other than in the case of clause (i)), the number of Washington ROFR Vessels with respect to such Container Investment Opportunity will be rounded to the nearest whole number ( i.e. , 0.5 being rounded up to 1), (iii) in the case of the period commencing August 15, 2014, such term shall mean, with respect to any Container Investment Opportunity, the greater of (A) twenty-five percent (25%) of the Seaspan Declined Vessels with respect to such Container Investment Opportunity and (B) twelve and one-half percent (12.5%) of the Container Vessels the subject of such Container Vessel Opportunity, and (iv) if such Container Investment Opportunity involves more than one Container Vessel, the Transaction Committee will, subject to determination of the number of Washington ROFR Vessels with respect to such Container Investment Opportunity in accordance with the foregoing provisions of this definition, determine in good faith which particular Container Vessels are to constitute Washington ROFR Vessels with respect to such Container Investment Opportunity, which determination shall be intended to allocate between the relevant Parties on as nearly an equitable basis as possible the Container Vessels by capacity and quality. For purposes of illustration only, Exhibit B hereto sets forth the number of Washington ROFR Vessels under certain hypothetical scenarios.

(b) Unless the context of this Agreement otherwise requires, (i) any pronoun will include the corresponding masculine, feminine and neuter forms, (ii) words using the singular or

plural number also include the plural or singular number, respectively, (iii) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, (iv) the terms “Article”, “Section” and “Exhibit” refer to the specified Article, Section or Exhibit, respectively, of this Agreement, (v) the word “including” will mean “including, without limitation”, (vi) the word “or” will be disjunctive but not exclusive, and (vii) “$” will mean U.S. dollars. References to this Agreement will be deemed to include all Exhibits hereto. References to agreements and other documents will be deemed to include all subsequent amendments and other modifications or supplements thereto. References to statutes will include all regulations promulgated thereunder and references to statutes or regulations will be construed as including all statutory and regulatory provisions consolidating, amending or replacing such statute or regulation. The headings and subheadings of the Sections contained in this Agreement are solely for the purpose of reference and will not affect the meaning or interpretation of this Agreement. The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party. References to a “determination” by the Transaction Committee shall mean a determination by the voting members of the Transaction Committee.

2. Right of First Refusal .

(a) During the ROFR Period, prior to entering into (or permitting any Subsidiary to enter into) any Vessel Purchase Contract other than in connection with or pursuant to a Container Vessel Business Acquisition (a “ Container Investment Opportunity ”), the Company will deliver to Seaspan and Washington (i) a written notice (a “ ROFR Notice ”) relating to such Container Investment Opportunity, which ROFR Notice will include, to the extent applicable, the information set forth on Exhibit A hereto (the “Container Investment Opportunity Terms ”), (ii) a copy of a negotiated Vessel Purchase Contract relating to such Container Investment Opportunity, in the form that the Company or its Subsidiary is prepared to execute in connection with such Container Investment Opportunity and which Vessel Purchase Contract reflects the Material Terms set forth in such ROFR Notice (the “ Negotiated Vessel Purchase Contract ”) and (iii) if the Company has, at such time, completed negotiation of the terms of a Charter or Charters with respect to Vessels subject to such Negotiated Vessel Purchase Contract, which the Company or its Subsidiary is prepared to execute, a copy of such negotiated Charters relating to such Container Investment Opportunity, in the form that the Company or its Subsidiary is prepared to execute in connection with such Container Investment Opportunity and which Charters reflect the Material Terms set forth in such ROFR Notice (each a “ Negotiated Charter Contract ”). The Negotiated Vessel Purchase Contract and the Negotiated Charter Contracts, if any, relating to such Negotiated Vessel Purchase Contract required to be delivered pursuant to this Section 2(a) are collectively referred to as the “ Negotiated Vessel Contracts ” with respect to such Container Investment Opportunity.

(b) In the event that (i) within twelve (12) Business Days following the date of receipt by Seaspan of any ROFR Notice (a “ Seaspan ROFR Deadline ”), Seaspan delivers to the Company and Washington written notice (a “ Seaspan Exercise Notice ”) stating that Seaspan is exercising its right of first refusal with respect to the Container Investment Opportunity to which such ROFR Notice relates and identifying the number of Seaspan ROFR Vessels (which number shall not exceed the number of Seaspan ROFR Vessels with respect to such Container Investment Opportunity but may be less than the number of Seaspan ROFR Vessels with respect to such

Container Investment Opportunity, as Seaspan may elect) and, if applicable, the particular Seaspan ROFR Vessels that Seaspan intends to purchase (and, if applicable and Seaspan so elects, in its sole discretion, the particular Negotiated Charter Contracts that Seaspan intends to enter into with respect to such Seaspan ROFR Vessels), directly or through any of its Qualified Subsidiaries, in connection with such Container Investment Opportunity (the “ Seaspan Identified Vessels ”), and (ii) Seaspan (or such Qualified Subsidiary) executes such Negotiated Vessel Purchase Contract (and, to the extent Seaspan so elects, any such Negotiated Charter Contracts) with respect to such Seaspan Identified Vessels and delivers such executed Negotiated Vessel Contracts to the Company (which the Company shall be authorized to deliver to the counterparty or counterparties to such Negotiated Vessel Contracts on Seaspan’s behalf) on or before the later of (A) such Seaspan ROFR Deadline and (B) four (4) Business Days after the date on which such Negotiated Vessel Contracts are delivered to Seaspan by the Company (the “ Seaspan Contract Delivery Deadline ”), the Company will use commercially reasonable efforts for a period of five (5) Business Days following receipt by the Company of such executed Negotiated Vessel Contracts to cause the counterparty or counterparties to such Negotiated Vessel Contracts to enter into such Negotiated Vessel Contracts with Seaspan or such Qualified Subsidiary and, upon execution of such Negotiated Vessel Purchase Contract by such counterparty, Seaspan or such Qualified Subsidiary will, subject to Section 2(f) below, be entitled to acquire such Seaspan Identified Vessels to the extent provided in such Negotiated Vessel Purchase Contract and to charter such Vessels to the extent provided by any countersigned Negotiated Charter Contract, if applicable; provided , however , that (A) if, despite the exercise of such commercially reasonable efforts by the Company, the counterparty or counterparties to such Negotiated Vessel Contracts refuse or fail to enter into such Negotiated Vessel Contracts with Seaspan or such Qualified Subsidiary during such five (5) Business Day period, the Seaspan Identified Vessels subject to such Negotiated Vessel Purchase Contract shall cease to constitute Seaspan Identified Vessels and (B) Seaspan shall not be permitted to exercise any right of first refusal hereunder unless its board of directors (or a committee thereof to which authority to authorize such transaction has been unconditionally delegated) has approved the acquisition of the Seaspan Identified Vessels on the terms set forth in the ROFR Notice prior to or on the date of the Seaspan Exercise Notice. If the Negotiated Vessel Contracts (or Revised Negotiated Vessel Contracts) include both a Vessel Purchase Contract and Charter, (i) Seaspan may condition the execution thereof by Seaspan or its Qualified Subsidiary on acceptance by all counterparties thereto and (ii) if the counterparty refusing or failing to enter into the Negotiated Vessel Contracts (or Revised Negotiated Vessel Contracts) is with respect to a Charter, Seaspan may nevertheless, for all purposes relevant herein, elect to acquire such Vessel pursuant to the Negotiated Vessel Purchase Contract (or Revised Vessel Purchase Contract), in which event the Charter shall no longer be treated as part of the Negotiated Vessel Purchase Contract (or Revised Vessel Purchase Contract) for all purposes relevant to this Agreement.

(c) In the event that, in connection with any Container Investment Opportunity, (i) Seaspan does not (A) provide to the Company and Washington a Seaspan Exercise Notice stating that Seaspan is exercising its right of first refusal with respect to all of the Seaspan ROFR Vessels in connection with such Container Investment Opportunity prior to or on the Seaspan ROFR Deadline applicable to such Container Investment Opportunity and (B) execute the applicable Negotiated Vessel Purchase Contract (and, to the extent Seaspan so elects, any such Negotiated Charter Contracts) with respect to such Seaspan Identified Vessels and deliver such Negotiated Vessel Contracts to the Company on or before the applicable Seaspan Contract Delivery Deadline (which the Company shall be authorized to deliver to the counterparty or

counterparties to such Negotiated Vessel Contracts on Seaspan’s behalf), (ii) Washington delivers, within fifteen (15) Business Days of the date of receipt by Washington of the applicable ROFR Notice (the “ Washington ROFR Deadline ”), written notice (a “ Washington Exercise Notice ”) stating that Washington is exercising its right of first refusal with respect to the Container Investment Opportunity to which such ROFR Notice relates and identifying the number of Washington ROFR Vessels (which number shall not exceed the number of Washington ROFR Vessels with respect to such Container Investment Opportunity but may be less than the number of Washington ROFR Vessels with respect to such Container Investment Opportunity, as Washington may elect) and, if applicable, the particular Washington ROFR Vessels that Washington intends to purchase (and, if applicable and Washington so elects, in its sole discretion, the particular Negotiated Charter Contracts that Washington intends to enter into with respect to such Washington ROFR Vessels), directly or through one of its Qualified Subsidiaries, in connection with such Container Investment Opportunity (the “ Washington Identified Vessels ”) and (iii) Washington (or such Qualified Subsidiary) executes the applicable Negotiated Vessel Purchase Contract (and, to the extent Washington so elects, any such Negotiated Charter Contracts) with respect to such Washington Identified Vessels and delivers such executed Negotiated Vessel Contracts to the Company (which the Company shall be authorized to deliver to the counterparty or counterparties to such Negotiated Vessel Contracts on Washington’s behalf) on or before the later of (A) such Washington ROFR Deadline and (B) five (5) Business Days after the date on which such Negotiated Vessel Contracts were delivered to Washington by the Company (the “ Washington Contract Delivery Deadline ”), the Company will use commercially reasonable efforts for a period of five (5) Business Days to cause the counterparty or counterparties to such Negotiated Vessel Contracts to enter into such Negotiated Vessel Contracts with Washington and, upon execution of such Negotiated Vessel Contracts by such counterparty or counterparties, Washington will, subject to Section 2(f) below, be entitled to acquire such Washington Identified Vessels to the extent provided in such Negotiated Vessel Purchase Contract and to charter such Vessels to the extent provided by any countersigned Negotiated Charter Contract, if applicable; provided , however , that (A) if, despite the exercise of such commercially reasonable efforts by the Company, the counterparty or counterparties to such Negotiated Vessel Contracts fail or refuse to not enter into the Negotiated Vessel Contracts with Washington or such Qualified Subsidiary during such five (5) Business Day period, the Washington Identified Vessels subject to such Negotiated Vessel Purchase Contract shall cease to constitute Washington Identified Vessels and (B) Washington shall not be permitted to exercise any right or first refusal hereunder unless Washington’s board of directors (or the equivalent) has approved the acquisition of the Washington Identified Vessels on the terms set forth in the ROFR Notice prior to or on the Washington ROFR Deadline. If the Negotiated Vessel Contracts include both a Vessel Purchase Contract and Charter, (i) Washington may condition its execution thereof on acceptance by all counterparties thereto and (ii) if the counterparty refusing or failing to enter into the Negotiated Vessel Contracts (or Revised Negotiated Vessel Contracts) is with respect to a Charter, Washington may nevertheless, for all purposes relevant herein, elect to acquire such Vessel pursuant to the Negotiated Vessel Purchase Contract (or Revised Vessel Purchase Contract), in which event the Charter shall no longer be treated as part of the Negotiated Vessel Purchase Contract (or Revised Vessel Purchase Contract) for all purposes relevant to this Agreement.

(d) Notwithstanding anything in Section 2(c) to the contrary, in the event that, prior to the Washington Contract Delivery Deadline with respect to any Container Investment Opportunity, there is any change to any of the Material Terms of the ROFR Notice provided in

connection with such Container Investment Opportunity, whether by reason of variation of the Negotiated Vessel Purchase Contract or any Negotiated Charter Contract from the ROFR Notice or otherwise, then (A) the Company shall promptly deliver to Seaspan and Washington (1) a revised ROFR Notice (a “ Revised ROFR Notice ”) with respect to such Container Investment Opportunity reflecting such changes and (2) a revised Negotiated Vessel Purchase Contract reflecting the material terms set forth in such Revised ROFR Notice (the “ Revised Negotiated Vessel Purchase Contract ”) and, to the extent applicable, a revised Negotiated Charter Contract reflecting the material terms set forth in such Revised ROFR Notice (the “ Revised Negotiated Charter Contract ” and, together with the Revised Negotiated Vessel Purchase Contract, the “ Revised Negotiated Vessel Contracts ”), (B) Seaspan shall have until the later of (x) four (4) Business Days following receipt of such Revised ROFR Notice and (y) the Seaspan ROFR Deadline (the “ Revised Seaspan ROFR Deadline ”) to provide the Seaspan Exercise Notice, (C) Seaspan shall have until the later of (x) the Revised Seaspan ROFR Deadline and (y) four (4) Business Days following receipt of any Revised Negotiated Contracts to execute (or, if applicable, cause one of its Qualified Subsidiary to execute) such Revised Negotiated Vessel Contracts as it may elect and deliver any such executed Revised Negotiated Vessel Contracts to the Company (which the Company shall be authorized to deliver to the counterparty or counterparties to such Revised Negotiated Contracts on Seaspan’s behalf), (D) Washington shall have until the later of (x) five (5) Business Days following receipt of such Revised ROFR Notice and (y) the Washington ROFR Deadline (the “ Revised Washington ROFR Deadline ”) to provide the Washington Exercise Notice and (E) Washington shall have until the later of (x) the Revised Washington ROFR Deadline and (y) five (5) Business Days following receipt of any Revised Negotiated Contracts (the “ Revised Washington Contract Delivery Deadline ”) to execute (or, if applicable, cause one of its Qualified Subsidiary to execute) such Revised Negotiated Vessel Contracts as it may elect and deliver any such executed Revised Negotiated Vessel Contracts to the Company (which the Company shall be authorized to deliver to the counterparty or counterparties to such Revised Negotiated Vessel Contracts on Washington’s behalf). For the avoidance of doubt, the Company will use commercially reasonable efforts for a period of five (5) Business Days following receipt by the Company of any executed Revised Negotiated Vessel Contracts to cause the counterparty or counterparties to such Revised Negotiated Vessel Contracts to enter into such Negotiated Vessel Contracts with Seaspan or Washington, as applicable (or, if applicable, one of their Qualified Subsidiaries).

(e) Following the later of the Washington ROFR Deadline and the Washington Contract Delivery Deadline (or, if applicable, the later of the Revised Washington ROFR Deadline and the Revised Washington Contract Delivery Deadline) applicable to any Container Investment Opportunity, the Company and/or any of its Subsidiaries will be free to enter into a Vessel Purchase Contract and Charters with respect to, and to purchase or acquire and charter pursuant to such Vessel Purchase Contract and Charters, any or all of the Container Vessels comprising such Container Investment Opportunity, other than such Container Vessels that constitute Seaspan Identified Vessels or Washington Identified Vessels; provided that the Material Terms of such Vessel Purchase Contract and related Charter(s) are the same as the Material Terms of the Negotiated Vessel Contract(s) (or, if applicable, Revised Negotiated Vessel Contract(s)) applicable to such Container Investment Opportunity.

(f) The Company agrees that neither it nor any of its Subsidiaries will acquire any Seaspan Identified Vessel(s) or any Washington Identified Vessel(s) while any Negotiated

Vessel Purchase Contract (or, if applicable, any Revised Negotiated Vessel Purchase Contract) entered into by Seaspan or Washington, as applicable (or, if applicable, one of their Qualified Subsidiaries), with respect to such Seaspan Identified Vessel(s) or Washington Identified Vessel(s), respectively, is still in effect; provided , however , that upon the expiration or valid termination of any such Vessel Purchase Contract, the Company and/or any of its Subsidiaries shall have the right, but not the obligation to acquire any Container Vessels subject to such Vessel Purchase Contract and enter into any related Charters without further compliance with any requirements of this Agreement. For avoidance of doubt, if (x) a Container Vessel Opportunity is presented to Seaspan and Washington and they (or any of their Qualified Subsidiaries) do not or cannot, because of the unwillingness of any of the counterparties, enter into Vessel Purchase Contracts with respect to such Container Vessels, (y) the Company thereafter does not enter into a Vessel Purchase Contract with respect to such Container Vessels or does not consummate the acquisition of such Container Vessels, and (z) either Seaspan or Washington or any of their respective Qualified Subsidiaries thereafter acquires any of such Container Vessels, such acquisition shall not be treated as an exercise of any rights of first refusal under this Agreement.

(g) Notwithstanding anything herein to the contrary, in the event that, in connection with any Container Investment Opportunity, the counterparty to any relevant Negotiated Vessel Contract or Revised Negotiated Vessel Contract informs the Company that such Container Investment Opportunity will not be available unless such Negotiated Vessel Contract or Revised Negotiated Vessel Contract is executed prior to the Washington Contract Delivery Deadline (or, if applicable, the Revised Washington Contract Delivery Deadline) with respect to such Container Investment Opportunity despite the Company’s commercially reasonable efforts to extend the deadline imposed by such counterparty, the Company will have the right to execute a Negotiated Vessel Contract or Revised Negotiated Vessel Contract, as applicable, for all Container Vessels that constitute such Container Investment Opportunity and acquire such Container Vessels pursuant to the applicable Negotiated Vessel Purchase Contract or Revised Negotiated Vessel Purchase Contract and to charter out such Container Vessels pursuant to the applicable Negotiated Charter Contract or Revised Negotiated Charter Contract; provided , however , that if Seaspan or Washington subsequently delivers a Seaspan Exercise Notice or a Washington Exercise Notice, respectively, within the applicable Seaspan ROFR Deadline or Washington ROFR Deadline (or, if applicable, the Revised Seaspan ROFR Deadline or the Revised Washington ROFR Deadline), the Company will assign its rights under, and Seaspan or Washington, as applicable, will assume and agree to perform and discharge its rights under, such Negotiated Vessel Contracts or Revised Negotiated Vessel Contracts with respect to the Seaspan Identified Vessels or the Washington Identified Vessels, as applicable (or, if assignment is not permitted in the case of a Negotiated Vessel Purchase Contract or Revised Negotiated Vessel Purchase Contract, the Company and Seaspan and/or Washington, as applicable, will enter into an agreement providing for the purchase of such Seaspan Identified Vessels or Washington Identified Vessels by Seaspan and Washington, respectively, on the same economic terms and conditions as set forth in the Negotiated Vessel Purchase Contract or Revised Negotiated Vessel Purchase Contract and with the Company being solely responsible for any costs and expenses of the Company that would not otherwise arise in connection with the direct acquisition by Seaspan or Washington of the applicable Vessels (collectively, “ Transfer Expenses ”) required to transfer, or arising from the transfer of, the Seaspan Identified Vessels or the Washington Identified Vessels and the related Vessel Purchase Contracts to Seaspan or Washington, as applicable). The

Company agrees to cooperate with Seaspan and Washington, and Seaspan and Washington agree to cooperate with the Company, in effecting any such assignment or purchase.

(h) Notwithstanding anything in this Agreement to the contrary, (i) upon closing of the acquisition of any Seaspan Identified Vessels by Seaspan or its Qualified Subsidiaries, Seaspan shall reimburse the Company for a portion of all out-of-pocket expenses (other than any Transfer Expenses) reasonably incurred by the Company and its Subsidiaries in connection with such Container Investment Opportunity prior to the Seaspan Contract Delivery Deadline (or, if applicable, the Revised Seaspan Contract Delivery Deadline) equal to the product of (x) the amount of such out-of-pocket expenses, multiplied by (y) a fraction, the numerator of which is the number of Seaspan Identified Vessels acquired by Seaspan or its Subsidiaries pursuant to such Container Investment Opportunity, and the denominator of which is the total number of Container Vessels that are acquired by the Company, Seaspan, Washington and their respective Subsidiaries pursuant to such Container Investment Opportunity and (ii) upon closing of the acquisition of such Washington Identified Vessels by Washington or its Qualified Subsidiaries, Washington shall reimburse the Company for a portion of all out-of-pocket expenses (other than any Transfer Expenses) reasonably incurred by the Company and its Subsidiaries in connection with such Container Investment Opportunity prior to the Washington Contract Delivery Deadline (or, if applicable, the Revised Washington Contract Delivery Deadline) equal to the product of (x) the amount of such out-of-pocket expenses, multiplied by (y) a fraction, the numerator of which is the number of Washington Identified Vessels acquired by Washington or its Subsidiaries pursuant to such Container Investment Opportunity, and the denominator of which is the total number of Container Vessels that are acquired by the Company, Seaspan, Washington and their respective Subsidiaries pursuant to such Container Investment Opportunity. In no event shall Seaspan or Washington be obligated to reimburse the Company for any fees that may become payable under the Services Agreements (or any similar agreements to which the Company or any of its Affiliates is a party) in connection with the acquisition pursuant to this Agreement of any Container Vessels or any Container Vessel Business by Seaspan, Washington or any of their respective Subsidiaries; provided , however , that the reimbursement obligations of Seaspan and Washington under Section 2(o) will apply to out-of-pocket expenses (other than any Transfer Expenses) paid by the Company or any of its Subsidiaries pursuant to any Service Agreement to the extent incurred in connection with the acquisition of any Container Vessel or Container Vessel Business covered by this Agreement.

(i) During the ROFR Period, prior to entering into (or permitting any Subsidiary to enter into) any letter of intent or definitive contract or other agreement (which letter of intent, contract or agreement may be subject to conditions precedent) providing for any Container Vessel Business Acquisition (a “ Container Vessel Business Acquisition Opportunity ”), the Company will deliver to Seaspan and Washington (i) a written notice (a “ Vessel Business ROFR Notice ”) describing the material terms of such Container Vessel Business Acquisition Opportunity (the “ Container Vessel Business Acquisition Opportunity Terms ”), which Vessel Business ROFR Notice will include, to the extent applicable, the information set forth on Exhibit A hereto, (ii) a copy of a negotiated Vessel Purchase Contract relating to such Container Vessel Business Acquisition Opportunity, in the form that the Company is prepared to execute in connection with such Container Vessel Business Acquisition Opportunity and which Vessel Purchase Contract reflects the material terms set forth in the Vessel Business ROFR Notice (the “ Negotiated Vessel Business Purchase Contract ”) and (iii) if applicable, a copy of any Negotiated

Charter Contracts with respect to such Container Vessel Business Acquisition Opportunity (together with the Negotiated Vessel Business Purchase Contract, the “ Negotiated Vessel Business Contracts ”).

(j) In the event that (i) within twelve (12) Business Days following the date of receipt by Seaspan of any Vessel Business ROFR Notice (a “ Seaspan Vessel Business ROFR Deadline ”), Seaspan delivers to the Company written notice (a “ Seaspan Vessel Business Exercise Notice ”) stating that Seaspan is exercising its right of first refusal with respect to the Container Vessel Business Acquisition Opportunity to which such Vessel Business ROFR Notice relates and (ii) Seaspan or any of its Qualified Subsidiaries executes such Negotiated Vessel Business Purchase Contract and delivers such Negotiated Vessel Business Purchase Contract to the Company and each counterparty to such Negotiated Vessel Business Purchase Contract on or before the later of (A) such Seaspan Vessel Business ROFR Deadline and (B) ten (10) Business Days after the date on which such Negotiated Vessel Business Purchase Contract was delivered to Seaspan by the Company (the “ Seaspan Vessel Business Contract Delivery Deadline ”), Seaspan will, subject to Sections 2(l) and 2(m) below, be entitled to complete such Container Vessel Business Acquisition; provided , however , that Seaspan shall not be permitted to exercise its right of first refusal with respect to such Container Vessel Business Acquisition unless its board of directors (or an applicable committee to which authority to authorize such transaction has been unconditionally delegated) has approved such Container Vessel Business Acquisition on the terms set forth in the Vessel Business ROFR Notice prior to or on the date of the Seaspan Vessel Business Exercise Notice.

(k) Notwithstanding anything in Section 2(j) to the contrary, in the event that, prior to the Seaspan Vessel Business ROFR Deadline with respect to any Container Vessel Business Acquisition Opportunity, there is any change to any of the material terms of the Vessel Business ROFR Notice provided in connection with such Container Vessel Business Acquisition Opportunity, whether by reason of variation of the Negotiated Vessel Business Purchase Contract or any Negotiated Vessel Charter Contract from the Vessel Business ROFR Notice or otherwise, then (A) the Company shall promptly deliver to Seaspan (1) a revised Vessel Business ROFR Notice (a “ Revised Vessel Business ROFR Notice ”) and (2) a revised Negotiated Vessel Business Purchase Contract (the “ Revised Negotiated Vessel Business Purchase Contract ”) and, to the extent applicable, a Revised Negotiated Vessel Charter Contract (together with the Revised Negotiated Vessel Business Purchase Contract, the “ Revised Negotiated Vessel Business Contracts ”) with respect to such Container Vessel Business Acquisition Opportunity reflecting such changes and (B) Seaspan shall have until (1) the later of (x) five (5) Business Days following receipt of such Revised Vessel Business ROFR Notice and (y) the Seaspan Vessel Business ROFR Deadline (the “ Revised Vessel Business ROFR Deadline ”) to provide a Seaspan Vessel Business Exercise Notice, and (2) the later of (x) five (5) Business Days following receipt of any Revised Negotiated Vessel Business Contract and (y) the Seaspan Vessel Business Contract Delivery Deadline (the “ Revised Business Contract Delivery Deadline ”) to execute such Revised Negotiated Vessel Business Contract and deliver such Revised Negotiated Vessel Business Contract to the Company and each counterparty to such Revised Negotiated Vessel Business Contract.

(l) In the event that, in connection with any Container Vessel Business Acquisition Opportunity, (i) Seaspan does not (A) provide to the Company a Seaspan Business

Vessel Exercise Notice stating that Seaspan is exercising its right of first refusal with respect to such Container Vessel Business Acquisition Opportunity prior to the Seaspan Vessel Business ROFR Deadline or, if applicable, the Revised Vessel Business ROFR Deadline applicable to such Container Vessel Business Acquisition Opportunity and (B) execute the applicable Negotiated Vessel Business Purchase Contract (or Revised Negotiated Business Purchase Contract) and deliver such Negotiated Vessel Business Purchase Contract (or Revised Negotiated Business Purchase Contract) to the Company and each counterparty to such Negotiated Vessel Business Purchase Contract (or Revised Negotiated Business Purchase Contract) on or before the applicable Seaspan Vessel Business Contract Delivery Deadline or, if applicable, Revised Business Contract Delivery Deadline, the Company and/or any of its Subsidiaries will be free to enter into a Vessel Purchase Contract with respect to, and to effect, such Container Vessel Business Acquisition; provided that such Vessel Purchase Contract is in substantially the same form as the applicable Negotiated Vessel Business Purchase Contract (or, if applicable, Revised Negotiated Business Purchase Contract).

(m) The Company agrees that neither it nor any of its Subsidiaries will effect any Container Vessel Business Acquisition while any Vessel Purchase Contract entered into by Seaspan pursuant to this Agreement with respect to such Container Vessel Business Acquisition is still in effect; provided , however , that upon the expiration or termination of any such Vessel Purchase Contract, the Company and/or any of its Subsidiaries shall have the right, but not the obligation, subject to Section 2(l) to effect such Container Vessel Business Acquisition without further compliance with any requirements of this Agreement.

(n) Notwithstanding anything herein to the contrary, in the event that, in connection with any Container Vessel Business Acquisition Opportunity, the counterparty to the relevant Negotiated Vessel Business Purchase Contract informs the Company that such Container Vessel Business Acquisition Opportunity will not be available unless the Negotiated Vessel Business Purchase Contract is executed prior to the Seaspan Vessel Business Contract Delivery Deadline (or, if applicable, Revised Business Contract Delivery Deadline) with respect to such Container Vessel Business Acquisition Opportunity despite the Company’s commercially reasonable efforts to extend the deadline imposed by such counterparty, the Company will have the right to execute a Negotiated Vessel Business Purchase Contract or Revised Negotiated Vessel Business Purchase Contract, as applicable, with respect to such Container Vessel Business Acquisition Opportunity; provided , however , that if Seaspan subsequently delivers a Seaspan Business Vessel Exercise Notice within the applicable Seaspan Vessel Business ROFR Deadline (or, if applicable, Revised Vessel Business ROFR Deadline), the Company will assign its rights under, and Seaspan or its Qualified Subsidiary will assume and agree to perform and discharge its rights under, such Negotiated Vessel Business Purchase Contract or Revised Negotiated Vessel Business Purchase Contract, as applicable, with respect to such Container Vessel Business Acquisition Opportunity (or, if assignment is not permitted, the Company and Seaspan will enter into an agreement providing for the purchase of such Container Vessel Business Acquisition Opportunity by Seaspan or its Qualified Subsidiary on the same economic terms and conditions as set forth in the Negotiated Vessel Business Purchase Contract or Revised Negotiated Vessel Business Purchase Contract, as applicable, and with the Company being solely responsible for any Transfer Expenses of the Company that would not otherwise arise in connection with the completion of the applicable Container Vessel Business Acquisition directly by Seaspan required to, or arising from the transfer of, the Container Vessel Business Acquisition Opportunity and the

related Vessel Purchase Contract to Seaspan). The Company agrees to cooperate with Seaspan, and Seaspan agrees to cooperate with the Company, in effecting any such assignment or purchase.

(o) Notwithstanding anything in this Agreement to the contrary, upon the closing of any Container Vessel Business Acquisition by Seaspan or its Qualified Subsidiary pursuant to this Agreement, Seaspan shall reimburse the Company for all out-of-pocket expenses (other than any Transfer Expenses) reasonably incurred by the Company and its Subsidiaries in connection with such Container Vessel Business Acquisition.

(p) Notwithstanding anything herein to the contrary, the provisions of this Section 2 shall terminate and be of no further force and effect upon termination or expiration of the ROFR Period.

(q) In connection with any Container Investment Opportunity, the Company will provide Seaspan and Washington, as promptly as reasonable practical after receiving a written request from Seaspan or Washington, after delivery of the ROFR Notice or any Revised ROFR Notice relating to such Container Investment Opportunity, with (i) all material written materials prepared by, received from or shared with counterparties to contemplated Vessel Purchase Contracts, financing agreements and Charters in connection with such Container Investment Opportunity (including term sheets related to proposed Charter or financing arrangements and draft agreements, if applicable) and specifically related to the terms of the Container Investment Opportunity subject to such ROFR Notice or Revised ROFR Notice and (ii) any special or subsequent survey in the possession of the Company prepared by a third party with respect to the Vessels subject to such ROFR Notice or Revised ROFR Notice.

3. Right of First Offer .

(a) During the ROFO Period, in the event that the Company or any of its Subsidiaries desires to sell or otherwise Transfer one or more Container Vessels to any Person, other than (i) a sale or Transfer to the Company and/or its Controlled Affiliates or (ii) in connection with an Initial Public Offering or a Company Sale, then, prior to effecting such sale or Transfer, the Company shall deliver a written notice (the “ Proposed Sale Notice ”) to Seaspan describing in reasonable detail the Container Vessel(s) to be sold or Transferred, related Charter terms (and including a copy of the Charter documents), and any existing financing that may be assumed upon Transfer of the Vessel (and including copies of the related loan documentation); provided , however , that the Company shall not have an obligation to deliver such Proposed Sale Notice if Seaspan or any of its Controlled Affiliates is then in material default or has materially breached any provision of this Agreement or the limited liability company agreement of the Company and, if capable of being cured, such default or breach remains uncured for a period of thirty (30) days following written notice by the Company to Seaspan of such default or breach. Seaspan will have the right, but not the obligation, to deliver an irrevocable written offer (an “ Offer ”) to the Company on or before the date that is twelve (12) Business Days after the date of receipt of the Proposed Sale Notice (the “ ROFO Deadline ”) to purchase (or to cause any of its Qualified Subsidiaries to purchase) all, but not less than all, of the Container Vessels described in the Proposed Sale Notice, which Offer shall set forth all material terms and conditions (including the price) on which Seaspan desires to purchase the Container Vessels described in the Proposed

Sale Notice; provided that any Offer shall (A) provide for payment of consideration only in the form of cash in a specific amount set forth in such Offer and payable at the closing of such sale or Transfer, and (B) not contain any conditions to closing other than receipt of any required approval of Governmental Authorities. The Company shall have the right to accept or reject any Offer in its sole and absolute discretion.

(b) If the Company or one of its Subsidiaries receives an Offer in response to a Proposed Sale Notice and, within twelve (12) Business Days of receipt of such Offer, the Company or such Subsidiary provides a written notice to Seaspan accepting such Offer (any such notice, an “ Acceptance Notice ”), the Company (or its applicable Subsidiary) and Seaspan will use commercially reasonable efforts to consummate the transaction contemplated by the Offer as soon thereafter as reasonably possible, but in any event prior to the twentieth (20 ^th ) Business Day following receipt by Seaspan of the Acceptance Notice (such date, as extended as applicable pursuant to the following proviso, being the “ Closing Deadline ”); provided that, if it is necessary to obtain any approvals of any Governmental Authorities to lawfully consummate such transaction, the Closing Deadline will be extended until the earlier of (i) the fifth (5 ^th ) Business Day following receipt of each such approval by a Governmental Authority and (ii) the thirtieth (30 ^th ) Business Day after receipt by Seaspan of the Acceptance Notice. If it accepts any such Offer, the Company agrees to reasonably cooperate, at Seaspan’s expense, in obtaining any such Governmental Authority approval, including the prompt making of any filings required thereby.

(c) In the event that (i) the Company does not receive an Offer in response to a Proposed Sale Notice before the applicable ROFO Deadline or (ii) the Company receives an Offer in response to a Proposed Sale Notice that is accepted by the Company (or the applicable Subsidiary of the Company) pursuant to Section 3(b) but Seaspan fails to consummate the transaction contemplated by such Offer prior to the Closing Deadline, the Company and/or its applicable Subsidiary will have the right, in its sole and absolute discretion, to thereafter sell or Transfer the Container Vessel(s) identified in such Proposed Sale Notice to one or more third parties in any transaction or series of related transactions on such terms and conditions as are determined by the Company and/or its applicable Subsidiary in its sole and absolute discretion; provided that such sale or Transfer is consummated within 180 days of the date of such Proposed Sale Notice (or such longer period as shall be necessary to obtain any regulatory or governmental approval required in connection with such sale or Transfer). If any such sale or Transfer of any such Container Vessel is not consummated within such 180-day period (or such longer period as shall be necessary to obtain any regulatory or governmental approval required in connection with such sale or Transfer), neither the Company nor any of its Subsidiaries may Transfer such Container Vessel without first complying again with its obligations under this Section 3 .

(d) In the event that the Company receives an Offer in response to a Proposed Sale Notice but does not accept such Offer, the Company and/or its applicable Subsidiary will have the right, in its sole and absolute discretion, to thereafter sell or Transfer the Container Vessel(s) identified in such Proposed Sale Notice to one or more, non-Affiliated third parties in any transaction or series of related transactions; provided that (i) the board of directors of the Company determines in good faith that, considering all of the terms of the transaction, the value of the consideration to be received by the Company in connection with such transaction is, on the whole, greater than the value of the consideration to be received by the Company pursuant to the Offer and (ii) such sale or Transfer is consummated within 180 days of the date of such Proposed

Sale Notice (or such longer period as shall be necessary to obtain any regulatory or governmental approval required in connection with such sale or Transfer). For the purpose of this Section 3(d) , the value of any non-cash consideration received by the Company or any of its Subsidiaries in connection with the sale or Transfer of any Container Vessel(s) shall be determined by the Company’s board of directors in good faith. If any such sale or Transfer of any such Container Vessel is not consummated within such 180-day period (or such longer period as shall be necessary to obtain any regulatory or governmental approval required in connection with such sale or Transfer), neither the Company nor any of its Subsidiaries may Transfer such Container Vessel without first complying again with its obligations under this Section 3 .

(e) Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 3 shall terminate and be of no further force and effect upon termination or expiration of the ROFO Period.

4. Responsibility Relating to Container Investment Opportunities . Notwithstanding any provision hereof to the contrary, (i) each of Seaspan and Washington acknowledges that it will make its own investment decisions with respect to any Container Investment Opportunity or any Container Vessel Business Acquisition Opportunity (including, in each case, with respect to any Charters associated therewith) and that the Company, its Subsidiaries and their respective officers, directors, employees, members and Affiliates are not providing any recommendation or advice to Seaspan or Washington in connection with or relating to, or making any representation or warranty to Seaspan or Washington concerning, any Container Investment Opportunity or any Container Vessel Business Acquisition Opportunity (including, in each case, any Charter associated therewith), (ii) Seaspan, Washington and their respective officers, directors, employees, members, stockholders or Affiliates shall have no interest (other than the interest of any member of the Company) in, or any claim against the Company, its Subsidiaries or any of their respective officers, directors, employees, members, stockholders or Affiliates (in their respective capacities as such) in connection with (and such Persons in such capacities shall have no liability to Seaspan, Washington and their respective officers, directors, employees, members, stockholders or Affiliates in any way related to) any Container Investment Opportunity, any Container Vessel Business Acquisition Opportunity or other acquisition of any Container Vessels, Charters or other assets completed by any Party pursuant to or in compliance with the terms of this Agreement, other than in the case of any breach by the Company or any Subsidiary of any of the terms of this Agreement or in the case of fraud by the Company, and (iii) Seaspan and Washington (each, an “ Indemnifying Party”) shall each indemnify and hold harmless the Company, its Subsidiaries and their respective officers, directors, employees, members, stockholders or affiliates (in their respective capacities as such) from and against any such claim or liability of such Indemnifying Party or such Indemnifying Party’s officers, directors, employees, members, stockholders or Affiliates (it being understood that Seaspan shall not have any obligation in respect of any such claim or liability of Washington or its officers, directors, employees, members, stockholders or Affiliates (other than Seaspan and any Affiliate of Washington that is also an Affiliate of Seaspan), and Washington shall not have any obligation in respect of any such claim or liability of Seaspan or its officers, directors, employees, members, stockholders or Affiliates (other than Washington and its Subsidiaries), provided , however , that such obligation to indemnify shall not apply to the extent of any claim or liability in respect of any breach by the Company or any Subsidiary of any of the terms of this Agreement or in the case of fraud by the Company. Each of the parties hereto acknowledges that Gerry Wang and Graham Porter owe existing fiduciary duties to Seaspan

Corporation and Seaspan Ship Management Ltd., which they shall be entitled to fulfill regardless of this Agreement. This Section 4 shall survive any termination of this Agreement pursuant to Section 5 .

5. Termination . This Agreement shall terminate and cease to be of any further force or effect upon the earlier of (i) the Company’s election to terminate, given in writing to Seaspan and Washington at any time after any ROFR Review Date, if, during the period beginning on the date hereof and ending on such ROFR Review Date, Seaspan and/or any of its Qualified Subsidiaries has validly exercised its right to acquire Container Vessels pursuant to Section 2 hereof (which shall include the execution and delivery by Seaspan or any of its Qualified Subsidiaries to the Company of the applicable Negotiated Vessel Contracts (or Revised Negotiated Vessel Contracts) within the applicable time periods set forth in Section 2) with respect to greater than fifty percent (50%) of the Container Vessels comprising all Container Investment Opportunities and Container Vessel Business Acquisition Opportunities during such period (it being understood that, for the purpose of this clause (i), (A) Seaspan shall not be deemed to have exercised its right to acquire any Container Vessel that is subject to Negotiated Vessel Contracts or Revised Negotiated Vessel Contracts that are not executed by the counterparty or counterparties of such Negotiated Vessel Contracts or Revised Negotiated Vessel Contracts within five (5) Business Days of execution of such Negotiated Vessel Contracts or Revised Negotiated Vessel Contracts by Seaspan or that is the subject of an SSW Letter of Intent Failure and (B) the Container Vessels with respect to which Seaspan has exercised its right to purchase will include any Container Vessel with respect to which Washington has exercised its right to purchase under this Agreement if (I) such Container Vessel is subsequently Transferred by Washington or any of its Affiliates (excluding, if applicable, Seaspan and any of its Subsidiaries) to Seaspan or one of its Controlled Affiliates within one year of the delivery of such Container Vessel to Washington or its Affiliate (excluding, if applicable, Seaspan and any of its Subsidiaries) or (II) such Container Vessel is subsequently Transferred by Washington or any of its Affiliates (excluding, if applicable, Seaspan and any of its Subsidiaries) to Seaspan or one of its Controlled Affiliates and, at the time of the delivery of such Container Vessel to Washington, Washington intended to so Transfer such container Vessel to Seaspan and its Controlled Affiliates), in each case, unless otherwise agreed by the Company; provided that the Company’s election to terminate pursuant this clause (i) may not be exercised later than 90 days after receipt of notice from Seaspan that the conditions set forth in this clause (i) have been met, (ii) consummation of an underwritten initial public offering of any equity securities of the Company or any of its Subsidiaries and (iii) consummation of a Company Sale; provided, however , that, (A) upon an initial public offering of the equity securities of a Subsidiary of the Company (an “ IPO Subsidiary ”), this Agreement shall remain in effect with respect to, and continue to apply to, the Company and its Subsidiaries (other than the IPO Subsidiary and the Subsidiaries of the IPO Subsidiary) but shall terminate with respect to, and cease to apply to, the IPO Subsidiary and the Subsidiaries of the IPO Subsidiary and (B) if a Company Sale shall have occurred that is structured as the sale of the equity securities or assets of a Subsidiary of the Company and, following such Company Sale, the Company remains in existence and continues to hold assets or have the right to cause its members to make capital contributions, this Agreement shall remain in effect, and continue to apply to, the Company but not the Subsidiary that has been sold or the Subsidiaries of such Subsidiary. Notwithstanding anything to the contrary, termination of the ROFR Period shall not terminate rights of Seaspan and Washington in respect of Container Investment Opportunities or Container Vessel Business Acquisition Opportunities in respect of which the ROFR Notice (or Revised ROFR Notice) or Vessel Business ROFR Notice (or Revised

Vessel Business ROFR Notice) was or should have been given prior to such termination, which shall continue to be subject to the terms of this Agreement.

6. Amendment . No amendment, supplement or restatement of any provision of this Agreement will be binding unless it is in writing and signed by the Parties.

7. Non-Contravention . Each Party agrees to perform its obligations and exercise its rights under this Agreement in good faith.

8. Notices . Each notice, consent or request required to be given to a Party pursuant to this Agreement must be given in writing. All notices and other communications provided for or permitted hereunder will be deemed to have been duly given and received when delivered by overnight courier or hand delivery, or when sent by electronic mail or fax (receipt confirmed), to the address, email address or fax number set forth below:

(a)

if to the Company:

Greater China Industrial Investments LLC

c/o The Carlyle Group

1001 Pennsylvania Avenue, N.W.

Suite 220 South

Washington, DC 20004

Attention: Cedric Bobo

Fax No.: +1.202.347.1818

with copy, which shall not constitute notice, to:

Latham & Watkins LLP

555 Eleventh Street, N.W.

Suite 1000

Washington, DC 20004

Attention: Daniel T. Lennon

Fax No.: +1.202.637.2201

and, for so long as Graham Porter and Gerry Wang are members of the Transaction Committee, with copies, which shall not constitute notice, to:

Graham Porter and Gerry Wang

c/o Tiger Ventures Limited

1401 Jardine House

1 Connaught Place

Central Hong Kong

Fax No.: +852.2160.5199

Shearman & Sterling LLP

12/F, Gloucester Tower

The Landmark

15 Queen’s Road Central, Central

Hong Kong, China

Attention: Paul Strecker

Fax No.: +852.2978.8099

(b)

if to Seaspan:

Seaspan Corporation

Unit 2 – 7th Floor, Bupa Centre

141 Connaught Road West

Hong Kong

Attention: Corporate Secretary

Fax No.: +852.2540.1689

with copies, which shall not constitute notice, to:

Seaspan Ship Management Ltd.

2600 - 200 Granville Street

Vancouver BC V6C 1S4

Attention: Secretary

Fax No.: +1.604.648.9514

Perkins Coie LLP

1120 N.W. Couch Street

Tenth Floor

Portland, OR 97209-4128

Attn: David S. Matheson

Fax No.: +1.503.727.2222

Email: dmatheson@perkinscoie.com

(c)

if to Washington:

Blue Water Commerce, LLC

101 International Drive

P.O. Box 16630

Missoula, MT 59808

Attention: Lawrence R. Simkins

Fax No.: +1.406.523.1399

with a copy, which will not constitute notice, to:

K&L Gates LLP

925 Fourth Avenue

Suite 2900

Seattle, WA 98104

Attention: Stephan Coonrod and Chris Visser

Fax No.: +1.206.623.7022

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

(i) if validly delivered on a Business Day, shall be deemed to have been given when delivered or, if delivered on an non-Business Day, shall be deemed to have been given on the next Business Day;

(ii) if validly transmitted by fax before 5:00 p.m. (local time at the place of receipt) on a Business Day, shall be deemed to have been given on that Business Day; and

(iii) if validly transmitted by fax after 5:00 p.m. (local time at the place of receipt) on a Business Day or at any time on any non-Business Day, shall be deemed to have been given on the Business Day after the date of the transmission.

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

10. No Partnership . Nothing in this Agreement is intended to create or shall be construed as creating a partnership or joint venture, and this Agreement shall not be deemed for any purpose to constitute any Party a partner of any other Party to this Agreement in the conduct of any business or otherwise or as a member of a joint venture or joint enterprise with any other Party to this Agreement.

11. Severability . If any provision of this Agreement or its application to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances will not be affected thereby, and such provision will be enforced to the greatest extent permitted by law.

12. Governing Law . This Agreement is governed by and will be construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of laws, whether of the State of Delaware or any other jurisdiction, that would result in the application of the law of any other jurisdiction.

13. Consent to Jurisdiction; Waiver of Jury .

(a) The Parties each irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the federal or state courts of or located in the State of Delaware in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees that any claim in respect of any such action or proceeding shall be heard and determined in the federal or state courts of or located in the State of Delaware, (ii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in such courts, (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the

maintenance of such action or proceeding in such courts, (iv) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in any state or federal court within the State of Delaware and (v) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the Parties agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party irrevocably consents to service of process in the manner provided for giving notices in Section 8 . Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by law.

14. Assignment . Seaspan may assign its rights hereunder with respect to any particular opportunity under this Agreement to any of its Qualified Subsidiaries; provided that Seaspan shall remain jointly and severally liable with any such assignee for performance of its obligations under this Agreement in respect of such opportunity. Washington may assign its rights hereunder with respect to any particular opportunity under this Agreement to any of its Qualified Subsidiaries; provided that Washington shall remain jointly and severally liable with any such assignee for performance of its obligations under this Agreement in respect of such opportunity. Except as otherwise provided herein, no Party may assign any of its rights under this Agreement, in whole or in part, without the prior written consent of the other Parties, which consent may be withheld in their sole discretion.

15. Waiver . No failure by any Party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of any other covenant, duty, agreement or condition. Any waiver must be in writing and signed by the Party granting such waiver.

16. Entire Agreement . This Agreement (including the Exhibit hereto) constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior or contemporaneous understandings and/or written or oral agreements among them pertaining thereto.

17. Counterparts . This Agreement may be executed in any number of counterparts with the same effect as if all signatories had signed the same document. All counterparts will be construed together and constitute the same instrument. This Agreement may be executed and delivered by facsimile or as a .pdf file attached to electronic mail.

[ Signature Pages Follow ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.


GREATER CHINA INTERMODAL INVESTMENTS LLC

By:	/s/ Cedric Bobo
	Name:	Cedric Bobo
	Title:	Authorized Person

[ Signature Page to Right of First Refusal Agreement ]


SEASPAN CORPORATION

By:	/s/ Sai W. Chu
	Name:	Sai W. Chu
	Title:	Chief Financial Officer

[ Signature Page to Right of First Refusal Agreement ]


BLUE WATER COMMERCE, LLC

By:	/s/ Lawrence R. Simkins
	Name:	Lawrence R. Simkins
	Title:	Manager

[ Signature Page to Right of First Refusal Agreement ]

EXHIBIT A

FORM OF ROFR NOTICE

1. Vessel Terms

a. Ship builder or counterparty

b. Number of ships

c. Container Vessel size(s) and specifications

d. Delivered or Contract Price

e. Payment schedule

f. Estimated delivery date range

g. Estimated pre-delivery expenses

2. Charter Terms

a. Acceptable charter parties

b. Range of daily rates, gross and net

c. Tenor of charter(s)

3. Indicative Financing Terms

a. LTV range

b. Interest Rate/LIBOR spread range

c. Term profile

d. Estimation of cost of funds

e. Any credit enhancements

Note : Information described in items 2 and 3 above to be included in ROFR Notice only to the extent known by the Company at the time of delivery of the ROFR Notice, including on a ship-by-ship basis as applicable.

Exhibit A-1

EXHIBIT B

EXAMPLES OF ROFR CALCULATIONS

ROFR Appendix - Effective Date through August 14, 2014


ROFR Vessels
Seaspan Declined Vessels	25% of Declined Vessels	Maximum Washington ROFR Vessels (1)	Minimum Remainder Vessels for GC Intermodal
1	0.25	1	0
2	0.50	1	1
3	0.75	1	2
4	1.00	1	3
5	1.25	1	4
6	1.50	2	4
7	1.75	2	5
8	2.00	2	6
9	2.25	2	7
10	2.50	3	7
11	2.75	3	8
12	3.00	3	9
13	3.25	3	10
14	3.50	4	10
15	3.75	4	11
16	4.00	4	12
17	4.25	4	13
18	4.50	5	13
19	4.75	5	14
20	5.00	5	15
21	5.25	5	16
22	5.50	6	16
23	5.75	6	17
24	6.00	6	18
25	6.25	6	19
26	6.50	7	19
27	6.75	7	20
28	7.00	7	21
29	7.25	7	22
30	7.50	8	22

(1)

As per the ROFR Agreement, in the event that the number of Seaspan Declined Vessels is less than or equal to three, the number of Washington ROFR Vessels shall be one.

(2)

The table assumes that the number of Net Washington True-Up Vessels is zero.

Exhibit B-1

ROFR Appendix - Final Period (August 15, 2014 - March 31, 2015)


Total Container Vessel Opportunity	50% of Container Vessel Opportunity (1)	Maximum Possible Seaspan ROFR Vessels	Seaspan ROFR Exercised	Seaspan Declined Vessels	25% of Declined Vessels	12.5% of Vessels of a Container Vessel Opportunity	Maximum Washington ROFR Vessels (2)	GC Intermodal Vessels if Washington Exercises Full ROFR
Assumes: Seaspan Exercises ROFR for Full 50% of Container Vessel Opportunity
1	0.5	1	1	0	0	0.13	0	0
2	1.0	1	1	0	0	0.25	1	0
3	1.5	2	2	0	0	0.38	1	0
4	2.0	2	2	0	0	0.50	1	1
5	2.5	3	3	0	0	0.63	1	1
6	3.0	3	3	0	0	0.75	1	2
7	3.5	4	4	0	0	0.88	1	2
8	4.0	4	4	0	0	1.00	1	3
9	4.5	5	5	0	0	1.13	1	3
10	5.0	5	5	0	0	1.25	1	4
11	5.5	6	6	0	0	1.38	1	4
12	6.0	6	6	0	0	1.50	2	4
13	6.5	7	7	0	0	1.63	2	4
14	7.0	7	7	0	0	1.75	2	5
15	7.5	8	8	0	0	1.88	2	5
16	8.0	8	8	0	0	2.00	2	6
17	8.5	9	9	0	0	2.13	2	6
18	9.0	9	9	0	0	2.25	2	7
19	9.5	10	10	0	0	2.38	2	7
20	10.0	10	10	0	0	2.50	3	7
21	10.5	11	11	0	0	2.63	3	7
22	11.0	11	11	0	0	2.75	3	8
23	11.5	12	12	0	0	2.88	3	8
24	12.0	12	12	0	0	3.00	3	9
25	12.5	13	13	0	0	3.13	3	9
26	13.0	13	13	0	0	3.25	3	10
27	13.5	14	14	0	0	3.38	3	10
28	14.0	14	14	0	0	3.50	4	10
29	14.5	15	15	0	0	3.63	4	10
30	15.0	15	15	0	0	3.75	4	11

(1)

For the period from 8/15/14 to 3/31/15 the ROFR is 50% Seaspan.

(2)

Washington receives the greater of 25% of Seaspan Declined Vessels or 12.5% of the vessels subject to a Container Investment Opportunity.

(3)

This table assumes that the number of Net Seaspan True-Up Vessels and the number of Net Washington True-Up Vessels is zero.

Exhibit B-2

ROFR Appendix - Final Period (August 15, 2014 - March 31, 2015)


Total Container Vessel Opportunity	50% of Container Vessel Opportunity (1)	Maximum Possible Seaspan ROFR Vessels	Seaspan ROFR Exercised	Seaspan Declined Vessels	25% of Declined Vessels	12.5% of Vessels of a Container Vessel Opportunity	Maximum Washington ROFR Vessels (2)	GC Intermodal Vessels if Washington Exercises Full ROFR
Assumes: Seaspan Does Not Exercise ROFR
1	0.5	1	0	1	0.25	0.13	1	0
2	1.0	1	0	1	0.25	0.25	1	1
3	1.5	2	0	2	0.50	0.38	1	2
4	2.0	2	0	2	0.50	0.50	1	3
5	2.5	3	0	3	0.75	0.63	1	4
6	3.0	3	0	3	0.75	0.75	1	5
7	3.5	4	0	4	1.00	0.88	1	6
8	4.0	4	0	4	1.00	1.00	1	7
9	4.5	5	0	5	1.25	1.13	1	8
10	5.0	5	0	5	1.25	1.25	1	9
11	5.5	6	0	6	1.50	1.38	2	9
12	6.0	6	0	6	1.50	1.50	2	10
13	6.5	7	0	7	1.75	1.63	2	11
14	7.0	7	0	7	1.75	1.75	2	12
15	7.5	8	0	8	2.00	1.88	2	13
16	8.0	8	0	8	2.00	2.00	2	14
17	8.5	9	0	9	2.25	2.13	2	15
18	9.0	9	0	9	2.25	2.25	2	16
19	9.5	10	0	10	2.50	2.38	3	16
20	10.0	10	0	10	2.50	2.50	3	17
21	10.5	11	0	11	2.75	2.63	3	18
22	11.0	11	0	11	2.75	2.75	3	19
23	11.5	12	0	12	3.00	2.88	3	20
24	12.0	12	0	12	3.00	3.00	3	21
25	12.5	13	0	13	3.25	3.13	3	22
26	13.0	13	0	13	3.25	3.25	3	23
27	13.5	14	0	14	3.50	3.38	4	23
28	14.0	14	0	14	3.50	3.50	4	24
29	14.5	15	0	15	3.75	3.63	4	25
30	15.0	15	0	15	3.75	3.75	4	26

(1)

For the period from 8/15/14 to 3/31/15 the ROFR is 50% Seaspan.

(2)

Washington receives the greater of 25% of Seaspan Declined Vessels or 12.5% of the vessels subject to a Container Investment Opportunity.

(3)

This table assumes that the number of Net Seaspan True-Up Vessels and the number of Net Washington True-Up Vessels is zero.


Hypothetical 20 Container Vessel Example
20	10.0	10	0	10	2.50	2.50	3	17
20	10.0	10	1	9	2.25	2.50	3	16
20	10.0	10	2	8	2.00	2.50	3	15
20	10.0	10	3	7	1.75	2.50	3	14
20	10.0	10	4	6	1.50	2.50	3	13
20	10.0	10	5	5	1.25	2.50	3	12
20	10.0	10	6	4	1.00	2.50	3	11
20	10.0	10	7	3	0.75	2.50	3	10
20	10.0	10	8	2	0.50	2.50	3	9
20	10.0	10	9	1	0.25	2.50	3	8
20	10.0	10	10	0	0.00	2.50	3	7

Exhibit B-3

ROFR Appendix - Net Washington True-Up Vessels


Initial Container Vessel Opportunity				Next Container Vessel Opportunity
ROFR Vessels				ROFR Vessels
Seaspan Declined Vessels	25% of Declined Vessels	Maximum Washington ROFR Vessels (1)	Hypothetical Vessels Not Approved by Counterparty	Seaspan Declined Vessels	Maximum Washington ROFR Vessels	+	Net Washington True-Up Vessels	=	Revised Maximum Washington ROFR Vessels (2)	Minimum Remainder Vessels for GC Intermodal
1	0.25	1	1	1	1		1		1	0
2	0.50	1	1	2	1		1		2	0
3	0.75	1	1	3	1		1		2	1
4	1.00	1	1	4	1		1		2	2
5	1.25	1	1	5	1		1		2	3
6	1.50	2	2	6	2		2		4	2
7	1.75	2	2	7	2		2		4	3
8	2.00	2	2	8	2		2		4	4
9	2.25	2	2	9	2		2		4	5
10	2.50	3	3	10	3		3		6	4
11	2.75	3	3	11	3		3		6	5
12	3.00	3	3	12	3		3		6	6
13	3.25	3	3	13	3		3		6	7
14	3.50	4	4	14	4		4		8	6
15	3.75	4	4	15	4		4		8	7
16	4.00	4	4	16	4		4		8	8
17	4.25	4	4	17	4		4		8	9
18	4.50	5	5	18	5		5		10	8
19	4.75	5	5	19	5		5		10	9
20	5.00	5	5	20	5		5		10	10
21	5.25	5	5	21	5		5		10	11
22	5.50	6	6	22	6		6		12	10
23	5.75	6	6	23	6		6		12	11
24	6.00	6	6	24	6		6		12	12
25	6.25	6	6	25	6		6		12	13
26	6.50	7	7	26	7		7		14	12
27	6.75	7	7	27	7		7		14	13
28	7.00	7	7	28	7		7		14	14
29	7.25	7	7	29	7		7		14	15
30	7.50	8	8	30	8		8		16	14

(1)

As per the ROFR Agreement, in the event that the number of Seaspan Declined Vessels is less than or equal to three, the number of Washington ROFR Vessels shall be one.

(2)

In a scenario where the revised maximum Washington ROFR vessel number exceeds the Seaspan Declined Vessels available to Washington, the incremental Net Washington True-Up Vessel(s) would carry forward to the next Container Vessel Opportunity.

(3)

This table applies only for the time period from the Effective Date to 8/15/14. In the Final Period Washington ROFR Vessels could be higher because Washington has the right to purchase the greater of 25% of Seaspan Declined Vessels or 12.5% of the entire Container Vessel Opportunity.

Exhibit B-4

Exhibit 4.3

RIGHT OF FIRST OFFER AGREEMENT

This Right of First Offer Agreement is entered into as of March 14, 2011 between Seaspan Corporation, a Marshall Islands corporation (“ Seaspan ”), and Blue Water Commerce, LLC, a Montana limited liability company (the “ Washington Entity ”).

RECITALS

WHEREAS, Seaspan and the Washington Entity (whose Affiliates were involved in forming Seaspan, are significant shareholders of Seaspan, and have been sources of capital and other support for Seaspan) are each members of Greater China Intermodal Investments LLC, a Marshall Islands limited liability company (“ GC Intermodal ”);

WHEREAS, the Washington Entity has certain rights of first refusal to acquire Container Vessels (as defined below) pursuant to that certain Right of First Refusal Agreement dated as of the date hereof among GC Intermodal, Seaspan and the Washington Entity (as the same may be amended from time to time, the “ ROFR Agreement ”); and

WHEREAS, in connection with the execution of the ROFR Agreement, the parties agreed, and desire by their execution of this Agreement to evidence their agreement, that the Washington Entity, in connection with its desire to provide support to Seaspan, would grant to Seaspan a right of first offer with respect to any proposed dispositions of Container Vessels by any Washington Group Member (as defined below), which Container Vessels were acquired by a Washington Group Member pursuant to the ROFR Agreement (collectively, the “ ROFO Vessels ”).

AGREEMENT

NOW, THEREFORE, the parties hereby agree as follows:

1.	Definitions

For purposes of this Agreement:

“ Affiliate ” means, with respect to any specified person or entity, any other person or entity who, directly or indirectly, controls, is controlled by, or is under common control with such person or entity, including without limitation any general partner, managing member, officer or director of such Person.

“Charter” means any charter party agreement (including any bareboat, time, voyage or slot charter party), lease with respect with which any Washington Group Member is the lessor, or any contract of affreightment, in each case providing for the use or other employment of any Container Vessel between any Washington Group Member, on the one hand, and any unaffiliated third party, on the other hand.

“ Control ” means, when used with respect to a specified Person, the power to direct or cause the direction of the management and policies of such Person, directly or indirectly,

whether through the ownership of voting securities or interests, by contract or otherwise. “ Controlled ” and “ Controlling ” will have correlative meanings.

“ Container Vessel ” means an ocean-going vessel that is specifically constructed to transport containerized cargo.

“ Person ” means any individual, corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, trust, business trust, unincorporated association, estate or other legal entity.

“ Subsidiary ” means, with respect to any Person, any other Person more than 50% of the voting power of which is held, directly or indirectly, by such first Person and/or any of such first Person’s Subsidiaries, or over which such Person either, directly or indirectly, exercises Control (including (i) any limited partnership of which such first Person, directly or indirectly, is the general partner or otherwise has the power to direct or cause the direction of the management and policies thereof and (ii) any limited liability company of which such first Person, directly or indirectly, is the managing member or otherwise has the power to direct or cause the direction of the management and policies thereof).

“ Transfer ” means any transfer, assignment, sale or other disposition of any ROFO Vessel by a Washington Group Member; provided, however , that such term shall not include: (a) transfers, assignments, sales or other dispositions from a Washington Group Member to another Washington Group Member or to Seaspan or its Affiliates; (b) any Charter; (c) grants of security interests in or mortgages or liens on such ROFO Vessel in favor of a bona fide third-party lender (and any foreclosing of any such security interest, mortgage or lien or transfer in lieu thereof); or (d) transfers, assignments, sales or other dispositions from a Washington Group Member to an entity which is conducting an Initial Public Offering (as defined in the ROFR Agreement); and, provided further , that, in connection with any transfer, assignment, sale or other disposition pursuant to clause (a) and which is to another Washington Group Member, such transferee assumes in writing all of the obligations imposed by this Agreement on the Washington Entity and agrees to be bound by each of the terms and provisions of this Agreement.

“ Washington Group Member ” means, individually, the Washington Entity and each of its Subsidiaries and Affiliates and also Dennis R. Washington, Kyle R. Washington and Kevin L. Washington, any spouse, father, mother, brother, sister, lineal descendant of spouse or lineal descendant of Dennis R. Washington, Kyle R. Washington and Kevin L. Washington, and each of such person’s respective controlled Affiliates, estate planning vehicles, trusts and related entities; provided, that this foregoing definition is solely for purposes of this Agreement and is not meant as an acknowledgement that any Washington Group Member is the beneficial owner of securities of another Washington Group Member.

2.	Rights of First Offer

(a) The Washington Entity, on behalf of itself and each other Washington Group Member, hereby grants Seaspan a right of first offer on any proposed Transfer by any

Washington Group Member of any ROFO Vessels owned or acquired by any Washington Group Member.

(b) The parties acknowledge that all potential Transfers of ROFO Vessels pursuant to this Agreement are subject to obtaining any and all written consents of governmental authorities and other non-affiliated third parties and to the terms of all existing agreements in respect of such ROFO Vessels.

(c) In the event that a Washington Group Member (as applicable, the “ Transferring Party ”) proposes to Transfer any ROFO Vessel (the “ Sale Vessel ”), prior to offering to Transfer or Transferring the Sale Vessel, such Transferring Party shall give Seaspan written notice setting forth all material terms and conditions (including, without limitation, the purchase price and a description of the Sale Vessel, any related charter contract and any financing that may be assumed by the transferee in connection with such Transfer) on which such Transferring Party desires to Transfer the Sale Vessel (the “ Transfer Notice ”). If within 10 days after receipt of the Transfer Notice, Seaspan delivers to the Transferring Party a written notice indicating its interest to negotiate to purchase the Sale Vessel (the “ Notice of Interest ”), the Transferring Party and Seaspan then shall be obligated to negotiate in good faith for a 30 day period following the delivery by Seaspan of the Notice of Interest (the “ First Offer Negotiation Period ”) to reach an agreement for the Transfer of such Sale Vessel to Seaspan or any of Seaspan’s Affiliates or Subsidiaries on the terms and conditions set forth in the Transfer Notice. Seaspan shall have the right to accept or reject, in its sole and absolute discretion, any offer with respect to the Sale Vessel that is made during the First Offer Negotiation Period. If Seaspan does not deliver a Notice of Interest within 10 days after receipt of a Transfer Notice or if no agreement with respect to the Sale Vessel is reached during the First Offer Negotiation Period, then the Transferring Party will have the right, in its sole and absolute discretion, during the 180 day period (subject to reasonable extension to obtain regulatory approvals) after the end of the First Offer Negotiation Period (or, if Seaspan did not deliver a Notice of Interest, after the end of the period during which Seaspan was entitled to deliver a Notice of Interest) to Transfer the Sale Vessel to one or more third parties in any transaction or series of related transactions on terms and conditions that are no less favorable to the Transferring Party than those included in the Transfer Notice. If the Sale Vessel is not Transferred during such 180 day period, then the Transferring Party shall not thereafter Transfer the Sale Vessel without first offering such Sale Vessel to Seaspan again in the manner provided above.

(d) Notwithstanding anything herein to the contrary, the rights of first offer granted to Seaspan in this Agreement shall terminate upon the tenth anniversary of the date hereof and shall thereafter be of no further force and effect.

3.	Miscellaneous

3.1

Successors and Assigns

No party shall have the right to assign its rights or obligations under this Agreement without the consent of the other party hereto.

3.2

Governing Law

This Agreement shall be subject to and governed by the laws of the State of Montana, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another jurisdiction. Each party hereby submits to the jurisdiction of the courts located in Missoula, Montana and to venue in Missoula, Montana in connection with any claims arising from this Agreement.

3.3

Counterparts; Facsimile

This Agreement may be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

All notices or requests or consents provided for or permitted to be given pursuant to this Agreement must be in writing and must be given by depositing same in the mail, addressed to the person or entity to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person or by private-courier, prepaid, or by telecopier to such party. Notice given by personal delivery or mail shall be effective upon actual receipt. Couriered notices shall be deemed delivered on the date the courier represents that delivery will occur. Notice given by telecopier shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. All notices to be sent to a party pursuant to this Agreement shall be sent to or made at the address set forth below, or at such other address as such party may stipulate to the other parties in the manner provided in this Section:

if to Seaspan:

Unit 2 – 7 ^th Floor, Bupa Centre

141 Connaught Road West

Hong Kong

Fax: (604) 638 2595

Attention: Corporate Secretary

with a copy to (which shall not constitute notice):

Seaspan Ship Management Ltd.

2600 – 200 Granville Street

Vancouver BC V6C 1S4

Attention: Secretary

Fax No.: +1.604.648.9514

with copy to (which shall not constitute notice):

Perkins Coie LLP

1120 N.W. Couch Street, Tenth Floor

Portland, OR 97209-4128

Attn: David Matheson

Fax No.: +1.503.727.2222

if to the Washington Entity:

c/o Washington Corporations

101 International Way, P.O. Box 16630

Missoula, MT 59808

with copy to (which shall not constitute notice):

K&L Gates LLP

925 4 ^th Ave., Suite 2900

Seattle, WA 98104

Attention: Stephan Coonrod and Chris Visser

Fax No.: (206) 623-7022

3.6

Amendments and Waivers

This Agreement may be amended or modified from time to time only by the written agreement of each of the parties hereto.

3.7

Severability

In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

3.8

Entire Agreement

This Agreement constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

3.9

Delays or Omissions

No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be

construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

[ Remainder of Page Intentionally Left Blank ]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


COMPANY:

SEASPAN CORPORATION

By:		/s/ Sai W. Chu
Title: Chief Financial Officer

WASHINGTON ENTITY:

Blue Water Commerce, LLC

By:		/s/ Lawrence R. Simkins
Title: Manager

Exhibit 4.4

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is dated as of the 14 day of March, 2011 but shall have retroactive effect as of January 1, 2011 (the “ Effective Date ”).

BETWEEN:

SEASPAN CORPORATION

AND:

GERRY WANG

WHEREAS:

A.	The Executive has served since 2000 and is presently serving as the Company's Chief Executive Officer (“ CEO ”).

B.	Pursuant to an Executive Employment Agreement between the CEO and SSML, effective as of August 8, 2005, as amended effective as of January 1, 2009, the Executive agreed to serve as the CEO of the Company.

C.	The Company and the Executive desire to enter into a new employment agreement.

NOW, THEREFORE in consideration of the terms and conditions set forth below, other good and valuable consideration the receipt and sufficiency of which is acknowledged by the parties, the parties hereto agree as follows:

1.	DEFINITIONS

1.1

In this Agreement:

“ Affiliate ” means, with respect to any Person, any Person who owns or controls, is owned or controlled by, or is under common ownership or control with, such Person. As used in this definition, “ control ” or “ controlled ” means, with respect to any Person, the right to elect or appoint, directly or indirectly, a majority of the directors of such Person or a majority of the Persons who have the right, including any contractual right, to manage and direct the business, affairs and operations of such Person, or the possession of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

“ Agreement ” means this Executive Employment Agreement between the Company and the Executive.

however , that Benefits shall exclude all bonus, retention, equity or equity related, retirement or similar benefit plans or benefits.

“ Board ” means the Board of Directors of the Company.

“ Business ” means the business of owning and/or chartering (in or out) or re-chartering Container Vessels and any other lawful act or activity customarily conducted in conjunction therewith.

“ CEO ” means the Company’s Chief Executive Officer

“ Change of Control ” means:

(a)

the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s assets;

(b)

an order made for, or the adoption by the Board of a plan of, liquidation or dissolution of the Company;

(c)

the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as such term is used in Section 13(d)(3) of the U.S. Securities Exchange Act of 1934, as amended) becomes the beneficial owner, directly or indirectly, of more than a majority of the Company’s voting securities, measured by voting power rather than number of shares;

(d)

if, at any time, the Company becomes insolvent, admits in writing its inability to pay its debts as they become due, commits an act of bankruptcy, is adjudged bankrupt or declares bankruptcy or makes an assignment for the benefit of creditors, or makes a proposal or similar action under the bankruptcy, insolvency or other similar laws of the Marshall Islands or any applicable jurisdiction or commences or consents to proceedings relating to it under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction;

(e)

a change in directors after which a majority of the members of the Board are not Continuing Directors; or

(f)

the consolidation of the Company with, or the merger of the Company with or into, any “person”, or the consolidation of any “person” with, or the merger of any “person” (with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding common shares of the Company are converted into or exchanged for cash, securities or other property or receive a payment of cash, securities or other property, other than any such transaction where the Company’s voting stock outstanding immediately prior to such transaction is converted into or exchanged for voting stock of the surviving or transferee “person” constituting a majority of the outstanding shares of such

voting stock of such surviving or transferee “person” immediately after giving effect to such issuance.

“ Claims ” means the claims described in Section 5.4.

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

“ Company ” means Seaspan Corporation, a Marshall Islands corporation, or any successor to its business and/or assets as provided in Section 10.3.

“ Confidential Information ” has the meaning ascribed to such term in Section 6.3.

“ Container Investment Opportunity ” has the meaning provided in the Right of First Refusal Agreement.

“ Container Vessel ” means an ocean-going vessel specifically constructed to transport containerized cargo.

“ Container Vessel Business ” has the meaning provided in the Right of First Refusal Agreement.

“ Container Vessel Business Acquisition ” has the meaning provided in the Right of First Refusal Agreement.

“ Continuing Directors ” means, as of any date of determination, any member of the Board who either (i) was a member as of the Effective Date or (ii) was nominated for election or appointment to the Board with the approval of the majority of the members of the Board who either were members of the Board as of the Effective Date or whose nomination or election was previously so approved.

“ Declined Investment Opportunity ” has the meaning provided in the Non-Competition Agreement dated as of the date hereof among the Executive and the GC Entities.

“ Disability ” means the Executive has one or more illnesses or injuries that have rendered the Executive incapable (mentally, physically or otherwise) of substantially performing the Services on a full-time basis for a period of one hundred twenty (120) consecutive calendar days or a total of one hundred eighty (180) calendar days in any 12-month period, as determined by a physician mutually chosen by the parties.

“ Disability Term ” has the meaning ascribed to such term in Section 5.3(b).

“ Effective Date ” has the meaning ascribed to such term in the introductory statement.

“ Employment Period ” means the period from the Effective Date to the Termination Date.

“ Entity ” means any corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, trust, business trust, organization, firm, unincorporated association, estate or other legal entity.

“ Execution Date ” has the meaning ascribed to such term in Section 4.3(b).

“ Executive ” means Gerry Wang.

“ GC Entities ” means, collectively, Greater China Industrial Investments LLC and GC Intermodal.

“ GC Intermodal ” means Greater China Intermodal Investments LLC.

“ Good Reason ” means the occurrence of any of the following events without the written consent of the Executive:

(a)

any reduction in the Executive’s Salary under this Agreement;

(b)

any material breach by the Company of this Agreement;

(c)

the Executive being assigned duties and responsibilities materially inconsistent with those normally associated with his position or there being any material change in the Executive’s title or reporting hereunder, provided that any change contemplated in Section 2.2 will not be Good Reason;

(d)

the Company changes its purpose to include the conduct of business in addition to the Business (which shall exclude any investment by the Company in Greater China Investments);

(e)

the occurrence of a winding up, dissolution or liquidation of the Company;

(f)

the Company assigns this Agreement in violation of Section 10.3;

(g)

a Change of Control of the Company; or

(h)

a request by the Board to resign pursuant to Section 2.7;

provided that the Executive terminates his employment for Good Reason hereunder within one hundred twenty (120) days from the date that he has actual notice of such reduction, change, material breach, transfer or event.

“ Greater China Investments ” means (i) the GC Entities, (ii) each direct or indirect Subsidiary of the GC Entities, (iii) any other Person in which the GC Entities have made a direct or indirect Investment and (iv) the successor entities of (i), (ii) and (iii).

“ Indemnitor ” has the meaning ascribed to such term in Section 9.1.

“ Investment ” means any equity or debt investment made or committed to be made by the GC Entities or any of their Subsidiaries, except that payment of any general, administrative or other operating or formation expense of the GC Entities or any of their Subsidiaries (including through any investment in any such entity, to the extent so designated by the Transaction Committee) will not constitute an Investment.

“ Just Cause ” means conduct of the Executive that constitutes just cause to terminate the Executive’s employment without any notice or compensation in lieu of notice at common law, and represents the occurrence or existence of any of the following events:

(a)

the Executive’s gross negligence in performing the Services or the Executive’s willful, material failure to comply with any lawful directive of the Board, provided that written notice stating the basis for the termination is provided to the Executive and the Executive is given at least thirty (30) days to cure the neglect or conduct that is the basis of such claim and, if the Executive fails to cure such neglect or conduct (or such neglect or conduct is incurable), the Executive shall have an opportunity to be heard before the full Board (at which the Executive may be accompanied by counsel) and, after such hearing, there is a majority vote of all members of the Board (excluding the Executive) to terminate the Executive’s employment for Just Cause which vote is communicated to the Executive in writing;

(b)

the Executive’s willful, material breach of this Agreement, provided that written notice stating the basis for the termination is provided to the Executive and the Executive is given at least thirty (30) days to remedy the breach that is the basis of such claim and, if the Executive fails to remedy such breach (or such breach cannot be remedied), the Executive shall have an opportunity to be heard before the full Board (at which the Executive may be accompanied by counsel) and, after such hearing, there is a majority vote of all members of the Board (excluding the Executive) to terminate the Executive’s employment for Just Cause which vote is communicated to the Executive in writing;

(c)

the Executive having been convicted of, or having entered a guilty plea or settlement admitting guilt for, any crime, which commission, conviction, plea or settlement results in a Material Adverse Effect except where the Executive has been convicted of (or pleads nolo contendere to) a crime relating to environmental or shipping laws absent an intentional criminal act by the Executive; or

(d)

the Executive having been the subject of any order, judicial or administrative, obtained or issued by a securities commission, for, any securities violation involving fraud or other moral turpitude, which results in a Material Adverse Effect;

provided that the Company terminates the Executive’s employment within one hundred twenty (120) days from the date the Company has actual notice of such gross negligence, failure, breach, order or event.

“ Material Adverse Effect ” means a material consequential negative effect on the financial conditions or operations of the Company, or a materially injurious and continuing effect on the reputation of the Company.

“ New Build ” means a Vessel under construction or to be constructed pursuant to a ship building contract between the Company or a controlled Affiliate thereof and a ship builder.

“ New Build Contract ” has the meaning ascribed to such term in Section 4.3(a).

“ Passive Investments ” means any investment by a Person in any Entity pursuant to which (i) such Person does not have the right or ability to (A) exercise control over such Entity, (B) appoint, elect or designate any director of any Entity (or other Person performing a similar function) in connection with such investment or (C) veto or block any material transaction effected by any Entity in which such investment is made (other than veto or blocking rights held by all holders of any class or series of equity or debt securities of such Entity, provided, that such Person does not own or control a majority of such class or series of equity or debt securities or hold a number of such securities sufficient to allow such Person to control any determination relating to any such veto or blocking right) and (ii) such Person in the aggregate, directly or beneficially, owns less than 20% of the voting stock or other equity interests then outstanding (whether voting or nonvoting) of such Entity. For the avoidance of doubt, an investment with respect to which (a) a Person or its Affiliate serves as a member of the Entity’s board of directors, board of managers or similar governing body (in each case, other than Permitted Service), or otherwise serves as a consultant or paid advisor to such Entity, or (b) a Person, together with its Affiliates, owns 20% or more of the voting stock or other equity interests then outstanding (whether voting or nonvoting) of such Entity, is not a Passive Investment for purposes of this Agreement.

“ Performance Bonus ” has the meaning ascribed to such term in Section 4.2.

“ Performance Cash ” has the meaning ascribed to such term in Section 4.2.

“ Performance Objectives ” has the meaning ascribed to such term in Section 4.2.

“ Performance Shares ” has the meaning ascribed to such term in Section 4.2.

“ Permitted Service ” means service as a member of the board of directors, board of managers or similar governing bodies of, Entities other than the Company and its Subsidiaries, (x) with respect to Entities whose business is outside the scope of the Business, and (y) with respect to Entities whose business is within the scope of the Business, subject to the prior approval of a majority of the Board.

“ Person ” means any individual or Entity.

“ Post-Employment Service Period ” has the meaning ascribed to such term in Section 2.6.

“ Purchase or Sale Contract ” has the meaning ascribed to such term in Section 4.3(a).

“ Rejected Investment ” means an acquisition by Washington or its Affiliates of Washington Identified Vessels in connection with the exercise by Washington of its rights pursuant to Section 2(c) of the Right of First Refusal Agreement.

“ Restrictive Covenant Agreement ” has the meaning ascribed to such term in Section 7.1.

“ Restricted Period ” has the meaning ascribed to such term in Section 7.2.

“ Right of First Refusal Agreement ” means that certain Right of First Refusal Agreement, dated as of the date hereof, by and among the Company, GC Intermodal and Washington.

“ ROFR Period ” means the period beginning as of the date of this Agreement and ending on the earlier of (a) March 31, 2015, (b) the date on which GC Intermodal is dissolved or liquidated and (c) the date on which the Right of First Refusal Agreement is terminated pursuant to Section 5 thereof.

“ Salary ” has the meaning ascribed to such term in Section 4.1.

“ SC Trading Average ” means, as of a given date, the volume-weighted, average trading price of Common Stock for the 20 trading days immediately preceding such date.

“ Services ” means those services set out in Section 2.2.

“ SMSL ” means Seaspan Management Services Ltd., a company formed under the laws of British Columbia, or any successor thereof.

“ SSML ” means Seaspan Ship Management Ltd., a company formed under the laws of Bermuda, or any successor thereof.

“ Subsidiary ” means, with respect to any Person, any other Person more than fifty (50%) percent of the voting power of which is held, directly or indirectly, by such first Person and/or any of such first Person’s Subsidiaries, or over which such Person either directly or indirectly exercises Control (including (i) any limited partnership of which such first Person, directly or indirectly, is the general partner or otherwise has the power to direct or cause the direction of the management and policies thereof and (ii) any limited liability company of which such first Person, directly or indirectly, is the managing member or otherwise has the power to direct or cause the direction of the management and policies thereof).

“ Term ” has the meaning ascribed to such term in Section 3.1.

“ Termination Date ” means the effective date of the Executive’s termination of employment hereunder in accordance with Section 5.

“ Transaction ” means a transaction effected pursuant to a New Build Contract or a Purchase or Sale Contract.

“ Transaction Committee ” means, as applicable, the Transaction Committee of the Board of Managers of Greater China Industrial Investments LLC or GC Intermodal.

“ Transaction Fee ” has the meaning ascribed to such term in Section 4.3(a).

“ Transaction Fee Payment Date ” has the meaning ascribed to such term in Section 4.3(b).

“ Transaction Fee Shares ” has the meaning ascribed to such term in 4.3(b).

“ Transaction Services ” means the following services:

(a) identifying, negotiating and securing opportunities for the Company or its controlled Affiliates to acquire or to construct vessels, and negotiating and carrying out the purchase of both new and used vessels;

(b) identifying, negotiating and securing potential divestitures or dispositions of any of the Vessel Assets;

(d) negotiating Vessel purchase and sale agreements and related documentation.

“ Transaction Services Agreement ” means the Transaction Services Agreement entered into between the Company and the Executive, on the date hereof, in the form attached hereto as Exhibit A.

“ Vacation ” means the Executive’s entitlement to paid vacation during the Employment Period set out in Section 4.4(c).

“ Vessel Assets ” means the Vessels and any assets that are customarily owned or operated in conjunction with the Vessels, in each case.

“ Vessel Purchase Contract ” has the meaning ascribed to such term in the Right of First Refusal Agreement.

“ Vessels ” means the Container Vessels owned or leased by the Company or any of its controlled Affiliates from time to time and “ Vessel ” means any one of them.

“ Washington ” means Blue Water Commerce, LLC, a limited liability company formed under the laws of Montana

“ Washington Identified Vessels ” has the meaning ascribed to such term in the Right of First Refusal Agreement.

2.	POSITION AND SERVICES

2.1

Employment by the Company

The Company will continue to employ the Executive, and the Executive will serve the Company during the Employment Period, on the terms and conditions set out herein.

2.2

Appointment as CEO of the Company

Subject to Section 2.5, during the Employment Period the Executive will hold the position of CEO of the Company and will have the powers and authorities customarily associated with such office, will perform the duties and responsibilities normally or usually associated with the position of CEO of the Company and will perform such other duties as may from time to time reasonably be delegated to the Executive by the Board (the “ Services ”) consistent with Section 2.4; provided , however , that the Board may appoint a President and/or Chief Operating Officer and delegate to such officers such duties and responsibilities as the Board determines. The Executive will perform the Services competently, efficiently and with due care and, except as provided in Sections 2.3 and 2.4 but subject to applicable fiduciary duties as an officer of the Company, the Executive will act in the best interest of the Company.

2.3

Acknowledgement of Status as CEO of SSML and Other Services

The Company hereby acknowledges that the Executive also will hold the position of CEO of SSML and may also serve in one or more of the following positions: director, manager, officer or employee of, or advisor or consultant to, Greater China Investments and/or Tiger Management Limited. The Company acknowledges that the Executive may invest and own or hold equity interests in SMSL and its Subsidiaries (including SSML), Greater China Investments and/or Tiger Management Limited and its Subsidiaries, and that such interests may be significant. The Company also acknowledges that (a) GC Intermodal and its Subsidiaries plan to engage in activities competitive with the activities of the Company and its Subsidiaries, including the Business and the investment in, and ownership and operation of, Container Vessels and (b) Tiger Management Limited and certain of its Subsidiaries intend to provide certain services to Greater China Investments in connection with the activities of Greater China Investments. Such activities shall not constitute a breach of this Agreement.

2.4

Devotion of Time

The Executive will devote such portion of his normal business time and attention to the Services as is reasonably necessary for the conduct thereof. The Company acknowledges that the amount of time the Executive will allocate among the respective businesses of the Company, SSML or any controlled Affiliates thereof and Greater China Investments will vary from time to time depending on various circumstances and needs of such businesses.

2.5

Location of Offices

The Company maintains its principal executive offices at a location in the greater Hong Kong metropolitan area. During the Employment Period, the Executive shall be based in either the greater Hong Kong metropolitan area or the greater Vancouver, British Columbia metropolitan

area as required or permitted (upon the Executive’s request which may not be unreasonably denied) by the Company from time to time.

2.6

Post-Employment Period Transaction Services

Following the expiration of the Employment Period and until the expiration of the ROFR Period (the “ Post-Employment Service Period ”), the Company shall engage the Executive (or a controlled Affiliate of the Executive nominated by the Executive) to provide to the Company the Transaction Services in accordance with and subject to the terms and conditions of the Transaction Services Agreement. The Transaction Services Agreement shall become effective upon the expiration of the Employment Period.

2.7

Resignation of Director Status

If at any time following the expiration or termination of the ROFR Period (but during the Employment Period) the Board requests that the Executive tender his resignation as a director of the Company, the Executive shall tender his resignation with immediate effect.

TERM

3.1

Term

The term of the Executive’s employment pursuant to this Agreement shall be the period from the Effective Date through January 1, 2013 (the “ Term ”). Notwithstanding the foregoing, the parties may mutually agree to extend the Term beyond January 1, 2013.

3.2

Termination During Term

Notwithstanding any other provision contained in this Agreement, the employment of the Executive under this Agreement may be terminated in accordance with Section 5 at any time.

4.	COMPENSATION AND BENEFITS

4.1

Salary

During the Employment Period, the Company will pay to the Executive an annual salary of US$1.2 million (the “ Salary ”), less appropriate deductions and withholdings, payable on not less than a monthly basis, in accordance with the Company’s customary payroll practices for executive salaries. The Board (or an appropriate committee thereof) will review the Salary from time to time during the Employment Period and may, in its sole discretion, increase the Salary. The Salary, as increased, may not be reduced without the written consent of the Executive.

4.2

Performance Bonus.

(a)

Each year during the Term the Executive shall be entitled to receive an annual performance bonus (the “ Performance Bonus ”) with a target amount of US$1.5 million based upon the attainment of performance objectives (the

“ Performance Objectives ”) for such year to be mutually agreed upon by the Executive and the Company in good faith (i) within forty-five (45) days following the date of this Agreement with respect to the year ending December 31, 2011 and (ii) March 31, 2012 with respect to the year ending December 31, 2012. The Board (or an applicable committee thereof) shall determine attainment of the Performance Objectives and the amount of the Performance Bonus for a given year in its sole discretion.

(b)

Fifty percent (50%) of any Performance Bonus shall be paid in cash (the “ Performance Cash ”) and the remaining fifty percent (50%) shall be paid in fully vested shares of Common Stock (the “ Performance Shares ”), with the number of shares based upon the SC Trading Average as of December 31 ^st of the applicable year. The Performance Cash will be paid in a lump sum, and the Performance Shares shall be issued and delivered, promptly following determination of the amount of the annual Performance Bonus by the Board (or an applicable committee thereof) but in no event later than March 31 ^st of the year following the year it was earned.

(c)

Subject to Section 5, the Executive must remain continuously employed by the Company and its Affiliates on December 31 ^st of each applicable performance year to receive a Performance Bonus.

4.3

Transaction Fees

(a)

In the event that during the Term the Company (or one of its controlled Affiliates) enters into any definitive, legally-binding agreement providing for (i) New Build construction (a “ New Build Contract ”) or (ii) the purchase, acquisition or sale of any Vessel (including, in the case of a sale transaction, whether such transaction is effected as an acquisition or disposition of such assets directly or of the equity of an entity owning such assets or otherwise) (a “ Purchase or Sale Contract ”), the Executive shall be entitled to a fee (a “ Transaction Fee ”) in the amount of one and a quarter (1.25%) percent of the aggregate consideration payable by or to the Company (or the controlled Affiliate) pursuant to such New Build Contract or Purchase or Sale Contract, as applicable. For the avoidance of doubt, the aggregate consideration payable pursuant to any Purchase or Sale Contract for purposes of calculating the Transaction Fee hereunder shall (x) include the aggregate amount of debt assumed by the buyer in connection with such transaction and (y) be reduced by the amount of any such Transaction Fee paid to the Executive by the applicable ship builder or Vessel purchaser or seller, as applicable. Notwithstanding any provision of this Agreement to the contrary: (1) the Transaction Fee is not and shall not be regarded for any purpose as salary, wages, benefits nor employment remuneration on any account, but shall be regarded as wholly separate and apart therefrom and solely as business income to the Executive; and (2) the Transaction Services are not and shall not be regarded as being rendered by the Executive as an employee of the Company, nor in his capacity as an officer of the Company, nor by virtue of his office at the Company, but as business services independently rendered to the

Company by the Executive. The Company will make the appropriate withholdings and deductions on the basis the Transaction Fees constitute business income (and not salary, wages, benefits or employment remuneration) to the Executive. Notwithstanding anything to the contrary (including, without limitation, Article 9 of this Agreement), the Executive agrees to be fully responsible for and to pay when due and shall indemnify, defend and hold harmless the Company (and its agents, employees, officers, and directors) from and against, any and all domestic and foreign federal, state, provincial and local taxes, withholdings or contributions, including interest and penalties thereon and additions thereto, and for costs and expenses (including attorney’s fees), with respect to the Company making its withholdings and deductions on this basis on any and all Transaction Fees payable. The Transaction Fees shall be paid pursuant to this Section 4.3 regardless of whether the Transaction was proposed or recommended by the Executive, an Affiliate or any third party.

(b)

Subject to Section 5, the Transaction Fee shall be payable by the Company (i) with respect to a New Build Contract, incrementally and concurrently with each installments payment made by the Company (or the controlled Affiliate) under such New Build Contract and (ii) with respect to a Purchase or Sale Contract, on the applicable closing date of the Vessel purchase or sale thereunder (each a “ Transaction Fee Payment Date ”). The Transaction Fees shall be paid in either (i) cash or (ii) a combination of cash and up to fifty (50%) percent shares of Common Stock (“ Transaction Fee Shares ”) as determined by the Company in its sole discretion. The number of Transaction Fee Shares to be granted shall be based upon the SC Trading Average as of the applicable Transaction Fee Payment Date. The Transaction Fee Shares shall be fully vested on the date of grant.

(c)

Subject to Section 5, the Executive must be employed by the Company or an Affiliate on the date on which the New Build Contract or Purchase or Sale Contract is entered into (the “ Execution Date ”) but need not be so employed on the Transaction Fee Payment Date to receive payment of the Transaction Fees in accordance with this Section 4.3.

(d)

In no event shall any Transaction Fee be payable in connection with the transactions resulting in a Change of Control. Following a Change of Control, the Executive shall continue to receive Transaction Fees (with respect to Transactions occurring prior to and following the Change of Control) in accordance with this Section 4.3.

(e)

Notwithstanding anything to the contrary, the amount of the Transaction Fee payable in connection with a Transaction shall be reduced (but not below zero) by the amount of any similar fee paid by the Company in connection with such Transaction to an investment banking firm of nationally-recognized standing in the United States or Canada, which firm is retained with the approval of the Board, including in such approval a majority of the independent members of the Board.

(f)

Notwithstanding anything to the contrary, the Executive shall not enter into any New Build Contract or Purchase or Sale Contract without the prior approval of the Board (or an applicable committee thereof), and the Company and its Subsidiaries shall be under no obligation to accept any opportunity to enter into a New Build Contract or Purchase or Sale Contract (or to undertake any related transaction) presented to the Company or one of its Subsidiaries by the Executive or otherwise.

4.4

Benefits

During the Employment Period:

(a)

the Company will provide parking, at no cost to the Executive, within reasonable proximity to the Company’s primary office location and the Executive will be responsible for any tax obligations arising from such parking;

(b)

the Company will make available to the Executive the Benefits, provided the Executive meets the eligibility requirements and other terms, conditions and restrictions of the Benefits; and

(c)

the Executive will be entitled to 5 weeks paid vacation, including any statutory annual leave, during each calendar year (the “ Vacation ”).

4.5

Expenses

(a)

The Company will reimburse the Executive for all reasonable business and entertainment expenses incurred by the Executive in connection with the performance of the Executive’s duties hereunder. The Executive will account for such expenses in accordance with the Company’s regular reimbursement procedures and practices in effect from time to time.

(b)

The Company will promptly reimburse the Executive for all of the Executive’s reasonable legal fees and expenses incurred in connection with the negotiation and documentation of this Agreement.

4.6

Registration of Shares

Within 15 days of this Agreement, the Company shall register the Performance Shares and Transaction Fee Shares under a Form S-8 registration statement filed with the U.S. Securities and Exchange Commission.

4.7

No Other Compensation

The Executive is not entitled to any other compensation in respect of the Services other than the compensation set out in Section 4.

4.8

Withholding

All payments and awards to the Executive pursuant to this Agreement shall be subject to appropriate deductions and withholdings for tax purposes.

5.	TERMINATION

5.1

Termination by the Company

(a)

The Company, in its sole discretion and at any time, may terminate the employment of the Executive:

(i)

immediately upon giving written notice for Just Cause; or

(ii)

without Just Cause subject to providing the Executive with at least three months’ advance written notice of the Termination Date;

(b)

If the Company terminates the Executive’s employment pursuant to paragraph 5.1(a)(ii) above, (i) the Executive will be entitled to the continued payment in the ordinary course of Transaction Fees for any Transactions for which the Execution Date was prior to the Termination Date in accordance with Section 4.3 and (ii) the Executive will receive a prorated Performance Bonus based upon the actual number of days he worked during the applicable year determined as if all Performance Objectives for such year were attained in full. The Performance Bonus shall be paid within fifteen (15) days following the Termination Date.

(c)

If the Company terminates the Executive’s employment pursuant to paragraph 5.1(a)(i) above, the Executive shall forfeit twenty-five (25%) percent of any unpaid Transaction Fees pursuant to Section 4.3 relating to payments made after the Termination Date but with respect to Transactions for which the Execution Date was prior to the Termination Date.

(d)

During the notice period under paragraph 5.1(a)(ii) above, the Executive shall, unless otherwise requested by the Company, continue to provide Services consistent with Section 2 as directed by the Board. In the event a successor is appointed as CEO of the Company during the notice period, the notice period shall end automatically (the Termination Date shall thereby be deemed to occur) and the Executive’s obligation to provide Services hereunder shall terminate.

5.2

Termination by Executive

(a)

The Executive may resign from employment with the Company:

(i)

at any time with immediate effect for Good Reason; or

(ii)

at any time without Good Reason by providing to the Company at least three months’ advance written notice of resignation;

(b)

If the Executive terminates his employment pursuant to paragraph 5.2(a)(i) above, (i) the Executive will be entitled to the continued payment in the ordinary course of Transaction Fees for any Transactions for which the Execution Date was prior to the Termination Date in accordance with Section 4.3 and (ii) the Executive will receive a prorated Performance Bonus based upon the actual number of days he worked during the applicable year determined as if all Performance Objectives for such year were attained in full. The Performance Bonus shall be paid within fifteen (15) days following the Termination Date.

(c)

If the Executive terminates his employment pursuant to paragraph 5.2(a)(ii) above, the Executive shall forfeit twenty-five (25%) percent of any unpaid Transaction Fees pursuant to Section 4.3 relating to payments made after the Termination Date but with respect to Transactions for which the Execution Date was prior to the Termination Date.

(d)

During the notice period under paragraph 5.2(a)(ii) above, the Executive shall, unless otherwise requested by the Company, continue to provide Services consistent with Section 2 as directed by the Board. In the event a successor is appointed as CEO of the Company during the notice period, the notice period shall end automatically (and the Termination Date shall thereby be deemed to occur) and the Executive’s obligation to provide Services hereunder shall terminate. Notwithstanding the foregoing, the Executive may resign from employment with the Company for any reason with immediate effect and without prior notice upon the expiration of the ROFR Period. In such event, the Termination Date shall be the date the Executive delivers notice.

5.3

Death and Disability

(a)

Death . If the Executive dies during the Employment Period, the employment of the Executive will terminate as of the date of death and the Company will pay forthwith to the estate of the Executive the Salary and Benefits through the date of death and an amount equal to the Salary in lieu of outstanding Vacation entitlement payable up to the Termination Date, payable on or as soon as practicable following the Termination Date. In addition the Executive’s estate will continue to receive the Transaction Fees in accordance with Section 4.3 with respect to any Transactions for which the Execution Date was prior to the Executive’s death.

(b)

Disability . If the Company terminates the Executive’s employment by reason of Disability, (i) the Executive will be entitled to Salary, Benefits and an amount equal to the Salary in lieu of outstanding Vacation entitlement payable up to the Termination Date and (ii) the Company will pay the Executive continued Salary payments for one (1) year from the Termination Date (the “ Disability Term ”) without setoff, deduction (other than applicable deductions and withholding for taxes) or any other reduction or claim whatsoever. The Executive will also continue to participate in the Benefits during the Disability Term, subject to the terms and conditions of the Benefits plans without setoff, deduction (other than applicable deductions and withholding for taxes), or any other reduction or claim whatsoever. In addition the Executive will continue to receive the Transaction Fees in accordance with Section 4.3 with respect to any Transactions for which the Execution Date was prior to the Termination Date.

5.4

Termination of Obligations

In the event of termination of the employment of the Executive by the Company, by the Executive, by expiration of the Term or otherwise, all obligations of the Company to the Executive pursuant to this Agreement will terminate except as specifically set forth in this Section 5 and the Company will have no further obligation or liability for any claim, action or demand, whether at common law or under any legislation from time to time applicable and in force or otherwise for damages or loss sustained by the Executive arising out of the employment of the Executive by the Company or the termination or cessation of that employment (collectively, “ Claims ”). Immediately following payment of the Performance Bonus and other amounts pursuant to this Section 5, the Executive shall execute and deliver to the Company a valid and binding release (in form and substance reasonably satisfactory to the Company) of any and all Claims that the Executive then has or may have against the Company, its Affiliates and representatives, other than the Executive's rights under this Agreement. The release shall not apply to the Executive’s rights under the Transaction Services Agreement.

6.	CONFLICTS OF INTEREST, CONFIDENTIALITY, AND DEFENSE OF CLAIMS

6.1

Conflicts of Interest

During the Employment Period the Executive will promptly disclose to the Board any conflict of interest involving the Executive, upon the Executive becoming aware of such conflict, it being understood and agreed that the Executive’s activities on behalf of or in connection with SMSL and its Subsidiaries, Tiger Management Limited and its Subsidiaries and Greater China Investments shall be deemed not to constitute a conflict of interest for this purpose. The Company agrees that Executive shall have no obligation to disclose to the Company or its Affiliates any confidential information of Greater China Investments or of Tiger Management Limited and its Subsidiaries.

6.2

Confidentiality

The Executive acknowledges that in the course of carrying out, performing and fulfilling the Executive’s obligations to the Company, the Executive will have access to and be entrusted with Confidential Information of the Company, and that the disclosure of such information (to competitors, suppliers or clients of the Company, to the general public or otherwise) would be detrimental to the best interests of the Company. All Confidential Information and every portion thereof, constitutes the valuable property of the Company, its customers, or third parties. The Executive further acknowledges the importance of maintaining the security and confidentiality of the Confidential Information. Upon termination of the Employment Period and upon the Company's request from time to time thereafter, the Executive will return any Confidential Information then in his possession to the Company except that the Executive shall be entitled to retain:

(a)

papers and other materials of a personal nature, including but not limited to, photographs, correspondence, personal diaries, calendars and Rolodexes, personal files and phone books,

(b)

information showing the Executive’s compensation or relating to reimbursement of expenses,

(c)

information that the Executive reasonably believes may be needed for tax purposes,

(d)

copies of plans or programs relating to the Executive’s employment, or termination thereof, with the Company, and

(e)

minutes, presentation materials and personal notes from any meeting of the Board, or any committee thereof, while the Executive was a member of the Board (provided the Executive keeps such Board materials and personal notes relating to the Board or committee meetings confidential in accordance with this Section 6).

If the Executive retains any of the documents upon the termination of the Employment Period (or upon any subsequent request by the Company as set forth above) set out in (a) to (e) above, the Executive will provide a copy of such document to the Company.

6.3

Confidential Information

(a)

For the purpose of this Agreement “ Confidential Information ” means confidential information or data about the Company and its business, affairs and operations, including, without limitation, (i) trade secrets, know-how, processes, drawings, formulas, standards, product specifications, marketing plans and techniques, strategic plans, cost figures, assets, all client or customer information (including without limitation their names, preferences, financial information, physical and e-mail addresses and contact numbers), all systems hardware and software applications, all software/systems source and object codes, data, documentation, program files, flow charts, financial and operational information, and all operational procedures of the Company and (ii) the proceedings and

deliberations of the Company’s Board and its committees; provided , however , that information that the Executive transmits to Greater China Investments pursuant to the Right of First Refusal Agreement and that relates to Container Investment Opportunities or Container Vessel Business Acquisitions (and not to the Company, the Company’s ability to exercise its rights under the Right of First Refusal Agreement with respect to such Container Investment Opportunities or Container Vessel Business Acquisitions, or the Board’s proceedings or deliberations with respect to such Container Investment Opportunities or Container Vessel Business Acquisitions) shall not be deemed Confidential Information.

(b)

All Confidential Information provided to the Executive is subject to this Agreement whether provided directly to the Executive or not and whether inadvertently disclosed to the Executive or not.

(c)

Despite Section 6.3(a), Confidential Information does not include information which the Executive can prove is information which is in the public domain at the date of disclosure to the Executive, or which thereafter enters the public domain, in each case through no fault of the Executive provided that any combination of information that is Confidential Information will not be included within the exception merely because individual parts of the information were within the public domain unless the combination itself was in the public domain.

6.4

Restriction

(a)

Except as may be expressly required in the course of carrying out the Executive’s duties and obligations under this Agreement, the Executive will (i) keep the Confidential Information and all documentation and information relating thereto strictly confidential, and (ii) not disclose any Confidential Information to any Person or use or exploit, directly or indirectly, any Confidential Information (x) for any purpose other than the proper purposes of the Company or (y) in any manner detrimental to the Company, in each case, either during the Employment Period, or at any time thereafter.

(b)

Despite Section 6.4(a), if the Executive is requested or required by any law, regulation or rule, or any legal, regulatory or administrative process to disclose any Confidential Information, the Executive shall promptly, if legally permitted, notify the Company in writing of such request or requirement so that the Company may seek an appropriate protective order or other relief. The Executive will not oppose any effort by the Company to resist or narrow such request or to seek a protective order or other appropriate remedy. In any case, the Executive will:

(i)

disclose only that portion of the Confidential Information that, according to the advice of his counsel, he is legally compelled or otherwise required to disclose;

(ii)

use his reasonable efforts (at the expense of the Company) to obtain assurances that such Confidential Information will be treated confidentially; and

(iii)

if legally permitted, notify the Company in writing as soon as reasonably practicable of the Confidential Information so disclosed.

6.5

Defense of Claims

The Executive will, during the Employment Period and for a period of twenty four (24) months after the Termination Date, upon request from the Company, cooperate with the Company and its Affiliates in the defense of any claims or actions that may be made by or against the Company or any of its Affiliates that relate to the Services, except if the Executive’s reasonable interests are adverse to the Company or its Affiliates in such claim or action. The Company will pay the Executive reasonable compensation for his time expended at a rate per diem therefore no less than the Salary per diem to meet his obligations hereunder and pay or reimburse the Executive for all of the Executive’s reasonable travel and other direct expenses incurred or to be reasonably incurred, to comply with the Executive’s obligations under this Section, against appropriate documentation of such expenses.

7.	RESTRICTIVE COVENANTS

7.1

Restrictive Covenant Agreement

Effective as of the date of this Agreement, that certain Restrictive Covenant Agreement, effective as of August 8, 2005, among SSML, the Company and the Executive (the “ Restrictive Covenant Agreement ”) shall be terminated and the Executive and the Company agree that they shall have no further rights or obligations thereunder.

7.2

Restrictive Covenants

(a)

Subject to Section 7.2(b), during the Employment Period and (i) in the case of a termination of the Executive’s employment for Just Cause, for a period of three months following the Termination Date, and (ii) in the case of a termination of the Executive’s employment without Just Cause or a resignation by the Executive without Good Reason, for the period, if any, from the Termination Date to the date three months following the delivery of written notice of termination or resignation, as the case may be (such period being the “ Restricted Period ”), the Executive shall be prohibited from, directly or indirectly, engaging in the Business and from acquiring or investing in any business involved in the Business.

(b)

Notwithstanding anything set forth in Section 7.2(a), during the Restricted Period the Executive may directly or indirectly through an Affiliate:

(i)

make or hold any Passive Investments;

(ii)

invest in an entity that derives less than 10% of its revenue from the Business;

(iii)

invest in and provide services (as a director, manager, officer or employee of, or advisor or consultant) to Greater China Investments and, to the extent Executive has historically provided such services thereto, to Tiger Management Limited and its Subsidiaries;

(iv)

provide services to SSML or its Subsidiaries to the extent the Executive has historically provided such services to SSML or its Subsidiaries;

(v)

invest in a Declined Investment Opportunity and provide services to any Entity formed in connection with a Declined Investment Opportunity;

(vi)

provide Permitted Services; and

(vii)

provide services to Washington and its Affiliates in connection with a Rejected Investment.

8.	CORPORATE OPPORTUNITIES.

The Company acknowledges that during the Employment Period the Executive and certain of his Affiliates will be providing services to and engaging in activities involving Greater China Investments and Tiger Management Limited and its Subsidiaries as described in Section 2.3 and subject to Section 7.2. The Executive agrees that he will fulfill his fiduciary duties to the Company with respect to any potential investment and business opportunities. The Company agrees and acknowledges that, (a) for any Container Investment Opportunity or Container Vessel Business Acquisition (as defined in the Right of First Refusal Agreement) under the Right of First Refusal Agreement and (b) subject to compliance by GC Intermodal with the terms of the Right of First Refusal Agreement, if (i) the Company rejects all or any portion of such Container Investment Opportunity, (ii) the Company does not exercise its right to purchase any Vessel (as defined in the Right of First Refusal Agreement) or Container Vessel Business included in such Container Investment Opportunity or Container Vessel Business Acquisition in accordance with the terms of the Right of First Refusal Agreement, (iii) the Company exercises such right but fails to purchase such Vessel or Container Vessel Business in accordance with the terms of the applicable Vessel Purchase Contract (or, if applicable, Revised Negotiated Vessel Purchase Contract (as defined in the Right of First Refusal Agreement) or (iv) the Company does not have the right to purchase or effect, or exercise its right of first refusal under the Right of First Refusal Agreement with respect to, any Vessel subject to such Container Investment Opportunity or such Container Vessel Business Acquisition under the Right of First Refusal Agreement, the Company shall be deemed to have renounced any interest or expectancy in the purchase or acquisition of, such Container Investment Opportunity or Container Vessel Business or applicable portion thereof. The Company further agrees and acknowledges that, in connection with any sale or disposition of any Container Vessel by GC Intermodal or any of its Subsidiaries, subject to compliance by GC Intermodal with the applicable terms of the Right of First Refusal Agreement, the Company shall be deemed to have renounced any interest or expectancy in such sale or disposition of such Container Vessel.

9.	INDEMNIFICATION AND INSURANCE

9.1

Indemnity

The Company will indemnify, defend and hold harmless the Executive to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, joint or several, expenses of any nature (including reasonable legal fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Executive may be involved, or threatened to be involved as a party or otherwise, relating to the performance or non-performance of any act concerning the activities of the Company if the Executive acted in good faith and the Executive’s conduct did not constitute gross negligence, willful misconduct or knowing violation of law in any material respect. Expenses (including reasonable legal fees and disbursements) incurred by the Executive in defending a proceeding will be secured, advanced or paid by the Company or necessary retainers will be funded in advance as required (in such capacity, the “ Indemnitor ”) in advance of the final disposition and throughout the currency of such proceeding, as incurred, including any appeal therefrom, upon receipt of an undertaking satisfactory to the Indemnitor by or on behalf of the Executive to repay such amount in the event of a final determination that the Executive is not entitled to be indemnified by the Indemnitor. Any indemnification provided hereunder will be satisfied solely out of the assets of the Indemnitor as an expense of the Indemnitor.

9.2

Directors’ and Officers’ Liability Insurance

The Company shall purchase and maintain insurance that the Company reasonably determines to be adequate in respect of liabilities of the types described in Section 9.1, which insurance will cover the Executive in his capacity as a director and officer of the Company.

10.

GENERAL PROVISIONS

10.1

Enforceability and Severability

It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement is adjudicated to be invalid or unenforceable, such provision will be deemed amended to delete therefrom the portion thus adjudicated as invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made.

10.2

Remedies

Executive of the provisions of Section 6 or 7. Without limiting the generality of the foregoing, the Executive acknowledges that, in the event of a breach or threatened breach by him of any of the provisions of Section 6 or 7, the damages of the Company may exceed the amount paid to the Executive pursuant to this Agreement.

10.3

Assignment and Benefit

The Executive will not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the Company. This Agreement will inure to the benefit of and be enforceable by the Executive’s successors and legal representatives and the Company and its successors and permitted assigns. The Company may not assign this Agreement or any of its rights or obligations under this Agreement without the written consent of the Executive (which shall not be unreasonably withheld or delayed); provided , however , that in connection with a Change of Control, the Company may assign this Agreement to the successor Entity in the Change of Control transaction. Upon the reasonable request of the Executive in order for him to obtain more favorable tax or regulatory treatment and subject to such assignment not increasing the cost of the Company's performance hereunder or otherwise, the Company shall assign its rights and obligations under this Agreement to a controlled Affiliate of the Company designated by the Executive.

10.4

Entire Agreement

This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether oral or written and whether express or implied, between the parties hereto, including, without limitation, the Restrictive Covenant Agreement. The Executive acknowledges and agrees that any prior agreements or representations, whether oral or written and whether express or implied, between the Executive and the Company, are hereby terminated and the Executive has no rights or entitlements under or arising from any such prior agreements or representations against the Company.

10.5

Notices

All notices, requests and other communications to any party hereunder will be in writing and sufficient if delivered personally or by commercial delivery service or sent by fax (with confirmation of receipt) or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

If to the Company, at:

Unit 2 – 7 ^th Floor, Bupa Centre

141 Connaught Road West

Hong Kong

Fax: (604) 638 2595

Attention: Corporate Secretary

With a copy to:

Perkins Coie LLP

1120 NW Couch Street, 10th Floor

Portland, OR 97209-4128

Fax: (503) 727-2222

Attention: David Matheson

If to the Executive, at:

Gerry Wang

c/o Seaspan Ship Management Limited

200 Granville Street, Suite 2600

Vancouver, BC. V6C1S4

Fax: (604) 638-2595

With a copy to:

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

Fax: (646) 848-8150

Attention: John J. Cannon

or to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. Each such notice, request or communication will be deemed to have been given when received or, if given by mail, when delivered at the address specified in this Section or on the fifth business day following the date on which such communication is posted, whichever occurs first.

10.6

Amendments and Waivers

No modification, amendment or waiver of any provision of, or consent required by, this Agreement, nor any consent to any departure herefrom, will be effective unless it is in writing and signed by the parties hereto. Such modification, amendment, waiver or consent will be effective only in the specific instance and for the purpose for which given.

10.7

Headings

Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement.

10.8

Counterparts

This Agreement may be executed in counterparts, and each such counterpart hereof will be deemed to be an original instrument, but all such counterparts together will constitute but one agreement.

10.9

United States Dollars

All dollar amounts referred to herein will be in lawful currency of the United States.

10.10

Governing Law

This Agreement and its application and interpretation will be governed exclusively by the laws of Hong Kong.

10.11

Attornment

(a)

The Executive and the Company each irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Tribunals and Courts of Hong Kong, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees that any claim in respect of any such action or proceeding shall be heard and determined in Hong Kong, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to venue of any such action or proceeding in Hong Kong, (iv) waives the defense of an inconvenient forum to the maintenance of such action or proceeding in Hong Kong and (v) agrees that it will not bring any action relating to this Agreement of the transactions contemplated hereby in any court other than the aforesaid courts. The Executive and the Company each agrees that a final judgment in any such action or proceeding, as to which available appeals have been exhausted or no appeals have been filed within the time set by law, will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Executive and the Company each irrevocably consents to service of process in the manner provided for giving notices in Section 10.5. Nothing in this Agreement will affect the right of the Executive or the Company to serve process in any other manner permitted by law.

(b)

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT 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 PROVISION OF SERVICES CONTEMPLATED HEREBY.

10.12

Independent Legal Advice

The Executive hereby acknowledges that the Executive has had the opportunity to obtain independent legal advice regarding this Agreement.

10.13

Survival

Wherever appropriate to the intentions of the parties to this Agreement, the respective rights and obligations of the parties, including but not limited to Sections 5, 6, 7, 8, 9 and 10 and the Executive’s obligations under Section 4.3(a), will survive the Termination Date and will continue in full force and effect.

10.14

Collection and Use of Personal Information

The Executive acknowledges that the Company will collect, use and disclose health and other personal information for employment and business related purposes. The Executive consents to the Company collecting, using and disclosing health and other personal information of the Executive for employment and business related purposes in accordance with the privacy policy of the Company.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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

Exhibit A

Form of Transaction Services Agreement

Exhibit 4.5

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is dated as of the 14th day of March, 2011 but shall have retroactive effect as of January 1, 2011 (the “ Effective Date ”).

BETWEEN:

SEASPAN SHIP MANAGEMENT LTD.

AND:

GERRY WANG

WHEREAS:

A.	The Executive has been employed by the Company since 2000 and is presently its Chief Executive Officer (“ CEO ”).

B.	Pursuant to an Executive Employment Agreement, effective as of August 8, 2005, as amended effective as of January 1, 2009 (as so amended, the “ Prior Agreement ”), the Executive agreed to serve as the CEO of the Company.

C.	The Company and the Executive desire to amend and restate the Prior Agreement in its entirety to read as provided herein.

NOW, THEREFORE in consideration of the terms and conditions set forth below, and other good and valuable consideration the receipt and sufficiency of which is acknowledged by the parties, the parties hereto agree to amend and restate the Prior Agreement as follows:

1.	DEFINITIONS

1.1

In this Agreement:

“ Agreement ” means this Amended and Restated Executive Employment Agreement between the Company and the Executive.

“ Benefits ” means insured benefit plans and other employee welfare benefits consistent with the policies of the Company customarily applicable to senior executives of the Company; provided , however , that Benefits shall exclude all bonus, retention, equity or equity related, retirement or similar benefit plans or benefits.

“ Board ” means the Board of Directors of the Company.

“ Business ” means the business of providing technical and management services to Container Vessels and any other lawful act or activity customarily conducted in conjunction therewith.

“ CEO ” means the Company’s Chief Executive Officer.

“ Change of Control ” means:

(a)

(b)

an order made for, or the adoption by the Board of a plan of, liquidation or dissolution of the Company;

(c)

(d)

(e)

a change in directors after which a majority of the members of the Board are not Continuing Directors; or

(f)

transferee “person” constituting a majority of the outstanding shares of such voting stock of such surviving or transferee “person” immediately after giving effect to such issuance.

“ Claims ” means the claims described in Section 5.4.

“ Company ” means Seaspan Ship Management Ltd. or any successor to its business and/or assets as provided in Section 9.3.

“ Confidential Information ” has the meaning ascribed to such term in Section 6.3.

“ Container Vessel ” means an ocean-going vessel specifically constructed to transport containerized cargo.

“ Container Vessel Business Acquisition ” has the meaning provided in the Right of First Refusal Agreement.

“ Declined Investment Opportunity ” has the meaning provided in the Non-Competition Agreement dated as of the date hereof among the Executive and the GC Entities.

“ Disability Term ” has the meaning ascribed to such term in Section 5.3(b).

“ Effective Date ” has the meaning ascribed to such term in the introductory statement.

“ Employment Period ” means the period from the Effective Date to the Termination Date.

“ Executive ” means Gerry Wang.

“ GC Entities” means, collectively, Greater China Industrial Investments LLC and GC Intermodal.

“ GC Intermodal ” means Greater China Intermodal Investments LLC.

“ Good Reason ” means the occurrence of any of the following events without the written consent of the Executive:

(a)

any reduction in the Executive’s Salary under this Agreement;

(b)

any material breach by the Company of this Agreement;

(c)

(d)

the Company changes its purpose to include the conduct of business in addition to the Business (which shall exclude any investment by the Company in Greater China Investments);

(e)

the occurrence of a winding up, dissolution or liquidation of the Company;

(f)

the Company assigns this Agreement in violation of Section 9.3;

(g)

a Change of Control of the Company; or

(h)

a request by the Board to resign pursuant to Section 2.6;

provided that the Executive terminates his employment for Good Reason hereunder within one hundred twenty (120) days from the date that he has actual notice of such reduction, change, material breach, transfer or event.

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

(a)

(b)

(c)

(d)

provided that the Company terminates the Executive’s employment within one hundred twenty (120) days from the date the Company has actual notice of such gross negligence, failure, breach, order or event.

effected by any Entity in which such investment is made (other than veto or blocking rights held by all holders of any class or series of equity or debt securities of such Entity, provided, that such Person does not own or control a majority of such class or series of equity or debt securities or hold a number of such securities sufficient to allow such Person to control any determination relating to any such veto or blocking right) and (ii) such Person in the aggregate, directly or beneficially, owns less than 20% of the voting stock or other equity interests then outstanding (whether voting or nonvoting) of such Entity. For the avoidance of doubt, an investment with respect to which (a) a Person or its Affiliate serves as a member of the Entity’s board of directors, board of managers or similar governing body (in each case, other than Permitted Service), or otherwise serves as a consultant or paid advisor to such Entity, or (b) a Person, together with its Affiliates, owns 20% or more of the voting stock or other equity interests then outstanding (whether voting or nonvoting) of such Entity, is not a Passive Investment for purposes of this Agreement.

“ Person ” means any individual or Entity.

“ Prior Agreement ” has the meaning ascribed to such term in the introductory statement.

“ Restricted Period ” has the meaning ascribed to such term in Section 7.2(a).

“ Restrictive Covenant Agreement ” has the meaning ascribed to such term in Section 7.1.

“ Right of First Refusal Agreement ” means that certain Right of First Refusal Agreement, dated as of the date hereof, by and among the Company, GC Intermodal and Washington.

“ Salary ” has the meaning ascribed to such term in Section 4.1.

“ SC ” means Seaspan Corporation.

“ Services ” means those services set out in Section 2.2.

“ SMSL ” means Seaspan Management Services Ltd., a company formed under the laws of British Columbia, or any successor thereof.

“ Term ” has the meaning ascribed to such term in Section 3.1.

“ Termination Date ” means the effective date of the Executive’s termination of employment hereunder in accordance with Section 5.

“ Transaction Committee ” means, as applicable, the Transaction Committee of the Board of Managers of Greater China Industrial Investments LLC or GC Intermodal.

“ Vacation ” means the Executive’s entitlement to paid vacation during the Employment Period set out in Section 4.2(c).

“ Washington ” means Blue Water Commerce, LLC, a limited liability company formed under the laws of Montana.

“ Washington Identified Vessels ” has the meaning ascribed to such term in the Right of First Refusal Agreement.

2.	POSITION AND SERVICES

2.1

Employment by the Company

The Company will continue to employ the Executive, and the Executive will serve the Company during the Employment Period, on the terms and conditions set out herein.

2.2

Appointment as CEO of the Company

2.3

Acknowledgement of Status as CEO of SC and Other Services

The Company hereby acknowledges that the Executive also will hold the position of CEO of SC and may also serve in one or more of the following positions: director, manager, officer or employee of, or advisor or consultant to, Greater China Investments and/or Tiger Management Limited. The Company acknowledges that the Executive may invest and own or hold equity interests in SC, SMSL and its Subsidiaries, Greater China Investments and/or Tiger Management Limited and its Subsidiaries, and that such interests may be significant. The Company also acknowledges that (a) GC Intermodal and its Subsidiaries plan to engage in activities competitive with the activities of the Company and its Subsidiaries, including the Business and the investment in, and ownership and operation of, Container Vessels and (b) Tiger Management Limited and certain of its Subsidiaries intend to provide certain services to Greater China Investments in connection with the activities of Greater China Investments. Such activities shall not constitute a breach of this Agreement.

2.4

Devotion of Time

The Executive will devote such portion of his normal business time and attention to the Services as is reasonably necessary for the conduct thereof. The Company acknowledges that the amount of time the Executive will allocate among the respective businesses of the Company, SC or any controlled Affiliates thereof and Greater China Investments will vary from time to time depending on various circumstances and needs of such businesses.

2.5

Location of Offices

The Company maintains its principal executive offices at a location in the greater Vancouver, British Columbia metropolitan area. During the Employment Period, the Executive shall be based in either the greater Vancouver, British Columbia metropolitan area or the greater Hong Kong metropolitan area as required or permitted (upon the Executive’s request which may not be unreasonably denied) by the Company from time to time.

2.6

Resignation of Director Status

TERM

3.1

Term

3.2

Termination During Term

Notwithstanding any other provision contained in this Agreement, the employment of the Executive under this Agreement may be terminated in accordance with Section 5 at any time.

4.	COMPENSATION AND BENEFITS

4.1

Salary

During the Employment Period, the Company will pay to the Executive an annual salary of US$600,000 (the “ Salary ”), less appropriate deductions and withholdings, payable on not less than a monthly basis, in accordance with the Company’s customary payroll practices for executive salaries. The Board (or an appropriate committee thereof) will review the Salary from time to time during the Employment Period and may, in its sole discretion, increase the Salary. The Salary, as increased, may not be reduced without the written consent of the Executive.

4.2

Benefits

During the Employment Period:

(a)

(b)

the Company will make available to the Executive the Benefits, provided the Executive meets the eligibility requirements and other terms, conditions and restrictions of the Benefits; and

(c)

the Executive will be entitled to 5 weeks paid vacation, including any statutory annual leave, during each calendar year (the “ Vacation”) .

4.3

Expenses

(a)

(b)

The Company will promptly reimburse the Executive for all of the Executive’s reasonable legal fees and expenses incurred in connection with the negotiation and documentation of this Agreement.

4.4

No Other Compensation

The Executive is not entitled to any other compensation in respect of the Services other than the compensation set out in Section 4.

4.5

Withholding

All payments and awards to the Executive pursuant to this Agreement shall be subject to appropriate deductions and withholdings for tax purposes.

5.	TERMINATION

5.1

Termination by the Company

The Company, in its sole discretion and at any time, may terminate the employment of the Executive:

(a)

immediately upon giving written notice for Just Cause; or

(b)

without Just Cause subject to providing the Executive with at least three months’ advance written notice of the Termination Date;

in which case the Executive will be entitled to Salary, Benefits and an amount equal to the Salary in lieu of outstanding Vacation entitlement payable up to the Termination Date, payable on or as soon as practicable following the Termination Date. During the notice period under paragraph (b) above, the Executive shall, unless otherwise requested by the Company, continue to provide Services consistent with Section 0 as directed by the Board. In the event a successor is appointed as CEO of the Company during the notice period, the notice period shall end automatically (and the Termination Date shall thereby be deemed to occur) and the Executive’s obligation to provide Services hereunder shall terminate. Notwithstanding the foregoing, the Executive may resign from employment with the Company for any reason with immediate effect and without prior notice upon the expiration of the ROFR Period. In such event, the Termination Date shall be the date the Executive delivers notice.

5.2

Termination by Executive

(a)

The Executive may resign from employment with the Company for Good Reason at any time with immediate effect; or

(b)

The Executive may resign from employment with the Company without Good Reason by providing to the Company at least three months’ advance written notice of resignation;

in which case the Executive will be entitled to Salary, Benefits and an amount equal to the Salary in lieu of outstanding Vacation entitlement payable up to the Termination Date, payable on or as soon as practicable following the Termination Date. During the notice period under paragraph (b) above, the Executive shall, unless otherwise requested by the Company, continue to provide Services consistent with Section 2 as directed by the Board. In the event a successor is appointed as CEO of the Company during the notice period, the notice period shall end automatically (and the Termination Date shall thereby be deemed to occur) and the Executive’s obligation to provide Services hereunder shall terminate.

5.3

Death and Disability

(a)

(b)

5.4

Termination of Obligations

In the event of termination of the employment of the Executive by the Company, by the Executive, by expiration of the Term or otherwise, all obligations of the Company to the Executive pursuant to this Agreement will terminate except as specifically set forth in this Section 5 and the Company will have no further obligation or liability for any claim, action or demand, whether at common law or under any legislation from time to time applicable and in force or otherwise for damages or loss sustained by the Executive arising out of the employment of the Executive by the Company or the termination or cessation of that employment (collectively, “ Claims ”). Immediately following payment of any amounts payable pursuant to this Section 5, the Executive shall execute and deliver to the Company a valid and binding release (in form and substance reasonably satisfactory to the Company) of any and all Claims that the Executive then has or may have against the Company, its Affiliates and representatives, other than the Executive’s rights under this Agreement.

6.	CONFLICTS OF INTEREST, CONFIDENTIALITY, AND DEFENSE OF CLAIMS

6.1

Conflicts of Interest

During the Employment Period the Executive will promptly disclose to the Board any conflict of interest involving the Executive, upon the Executive becoming aware of such conflict, it being understood and agreed that the Executive’s activities on behalf of or in connection with SC, SMSL and its Subsidiaries, Tiger Management Limited and its Subsidiaries and Greater China Investments shall be deemed not to constitute a conflict of interest for this purpose. The Company agrees that Executive shall have no obligation to disclose to the Company or its

Affiliates any confidential information of Greater China Investments or of Tiger Management Limited and its Subsidiaries.

6.2

Confidentiality

The Executive acknowledges that in the course of carrying out, performing and fulfilling the Executive’s obligations to the Company, the Executive will have access to and be entrusted with Confidential Information of the Company, and that the disclosure of such information (to competitors, suppliers or clients of the Company, to the general public or otherwise) would be detrimental to the best interests of the Company. All Confidential Information, and every portion thereof, constitutes the valuable property of the Company, its customers, or third parties. The Executive further acknowledges the importance of maintaining the security and confidentiality of the Confidential Information. Upon termination of the Employment Period and upon the Company’s request from time to time thereafter, the Executive will return any Confidential Information then in his possession to the Company except that the Executive shall be entitled to retain:

(a)

papers and other materials of a personal nature, including but not limited to, photographs, correspondence, personal diaries, calendars and Rolodexes, personal files and phone books,

(b)

information showing the Executive’s compensation or relating to reimbursement of expenses,

(c)

information that the Executive reasonably believes may be needed for tax purposes,

(d)

copies of plans or programs relating to the Executive’s employment, or termination thereof, with the Company, and

(e)

6.3

Confidential Information

(a)

software applications, all software/systems source and object codes, data, documentation, program files, flow charts, financial and operational information, and all operational procedures of the Company and (ii) the proceedings and deliberations of the Company’s Board and its committees; provided , however , that information that the Executive transmits to Greater China Investments pursuant to the Right of First Refusal Agreement and that relates to Container Investment Opportunities or Container Vessel Business Acquisitions (and not to the Company, SC’s ability to exercise its rights under the Right of First Refusal Agreement with respect to such Container Investment Opportunities or Container Vessel Business Acquisitions, or the Board’s proceedings or deliberations with respect to such Container Investment Opportunities or Container Vessel Business Acquisitions) shall not be deemed Confidential Information.

(b)

All Confidential Information provided to the Executive is subject to this Agreement whether provided directly to the Executive or not and whether inadvertently disclosed to the Executive or not.

(c)

6.4

Restriction

(a)

(b)

(i)

disclose only that portion of the Confidential Information that, according to the advice of his counsel, he is legally compelled or otherwise required to disclose;

(ii)

use his reasonable efforts (at the expense of the Company) to obtain assurances that such Confidential Information will be treated confidentially; and

(iii)

if legally permitted, notify the Company in writing as soon as reasonably practicable of the Confidential Information so disclosed.

6.5

Defense of Claims

7.	RESTRICTIVE COVENANTS

7.1

Restrictive Covenant Agreement

Effective as of the date of this Agreement, that certain Restrictive Covenant Agreement, effective as of August 8, 2005, among SC, the Company and the Executive (the “ Restrictive Covenant Agreement ”) shall be terminated and the Executive and the Company agree that they shall have no further rights or obligations thereunder.

7.2

Restrictive Covenants

(a)

(b)

Notwithstanding anything set forth in Section 7.2(a), during the Restricted Period the Executive may directly or indirectly through an Affiliate:

(i)

make or hold any Passive Investments;

(ii)

invest in an entity that derives less than 10% of its revenue from the Business;

(iii)

(iv)

provide services to SC or its Subsidiaries;

(v)

invest in a Declined Investment Opportunity and provide services to any Entity formed in connection with a Declined Investment Opportunity;

(vi)

provide Permitted Services; and

(vii)

provide services to Washington and its Affiliates in connection with a Rejected Investment.

8.	INDEMNIFICATION AND INSURANCE

8.1

Indemnity

8.2

Directors’ and Officers’ Liability Insurance

The Company shall purchase and maintain insurance that the Company reasonably determines to be adequate in respect of liabilities of the types described in Section 8.1, which insurance will cover the Executive in his capacity as a director and officer of the Company.

9.	GENERAL PROVISIONS

9.1

Enforceability and Severability

9.2

Remedies

In the event of a breach or threatened breach by the Executive of the provisions of Section 6 or 7, the Company will be entitled to an injunction restraining the Executive from such breach. Nothing contained herein will be construed as prohibiting the Company from pursuing any other remedies available at law or equity for such breach or threatened breach of this Agreement nor limiting the amount of damages recoverable in the event of a breach or threatened breach by the Executive of the provisions of Section 6 or 7. Without limiting the generality of the foregoing, the Executive acknowledges that, in the event of a breach or threatened breach by him of any of the provisions of Section 6 or 7, the damages of the Company may exceed the amount paid to the Executive pursuant to this Agreement.

9.3

Assignment and Benefit

The Executive will not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the Company. This Agreement will inure to the benefit of and be enforceable by the Executive’s successors and legal representatives and the Company and its successors and permitted assigns. The Company may not assign this Agreement or any of its rights or obligations under this Agreement without the written consent of the Executive (which shall not be unreasonably withheld or delayed); provided, however, that in connection with a Change of Control, the Company may assign this Agreement to the successor Entity in the Change of Control transaction; provided, further, that no such consent of Executive shall be required in connection with any acquisition of the Company by SC or any of its controlled Affiliates. Notwithstanding the forgoing, if (a) pursuant to Section 2.5, the Executive transfers his primary location to the greater Hong Kong metropolitan area and (b) such assignment will not result in increased costs or expenses to the Company or its controlled Affiliates, the Company shall assign this Agreement to SMSL.

9.4

Entire Agreement

entitlements under or arising from any such prior agreements or representations against the Company.

9.5

Notices

If to the Company, at:

200 Granville Street, Suite 2600

Vancouver, B.C., Canada V6C 1S4

Fax: (604) 638 2595

Attention: Corporate Secretary

With a copy to:

Blake, Cassels & Graydon LLP

595 Burrard Street

P.O. Box 49314

Suite 2600, Three Bentall Centre

Vancouver BC V7X 1L3

Canada

Fax: (604) 631-3309

Attention: George Burke

If to the Executive, at:

Gerry Wang

Seaspan Ship Management Limited

200 Granville Street, Suite 2600

Vancouver, B.C., Canada V6C 1S4

Fax: (604) 638 2595

With a copy to:

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

Fax: (646) 848-8150

Attention: John J. Cannon

9.6

Amendments and Waivers

9.7

Headings

Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement.

9.8

Counterparts

This Agreement may be executed in counterparts, and each such counterpart hereof will be deemed to be an original instrument, but all such counterparts together will constitute but one agreement.

9.9

United States Dollars

All dollar amounts referred to herein will be in lawful currency of the United States.

9.10

Governing Law

This Agreement and its application and interpretation will be governed exclusively by the laws of British Columbia and the laws of Canada applicable in British Columbia.

9.11

Attornment

(a)

The Executive and the Company each irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of British Columbia, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees that any claim in respect of any such action or proceeding shall be heard and determined in British Columbia, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to venue of any such action or proceeding in British Columbia, (iv) waives the defense of an inconvenient forum to the maintenance of such action or proceeding in British Columbia and (v) agrees that it will not bring any action relating to this Agreement of the transactions contemplated hereby in any

court other than the aforesaid courts. The Executive and the Company each agrees that a final judgment in any such action or proceeding, as to which available appeals have been exhausted or no appeals have been filed within the time set by law, will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Executive and the Company each irrevocably consents to service of process in the manner provided for giving notices in Section 9.5. Nothing in this Agreement will affect the right of the Executive or the Company to serve process in any other manner permitted by law.

(b)

9.12

Independent Legal Advice

The Executive hereby acknowledges that the Executive has had the opportunity to obtain independent legal advice regarding this Agreement.

9.13

Survival

Wherever appropriate to the intentions of the parties to this Agreement, the respective rights and obligations of the parties, including but not limited to Sections 5, 6, 7, 8, and 9 will survive the Termination Date and will continue in full force and effect.

9.14

Collection and Use of Personal Information

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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


SEASPAN SHIP MANAGEMENT LTD.

Per:		/s/ Kyle R. Washington
		Authorized Signatory

[ Signature Page to Employment Agreement with SSML ]

GERRY WANG

/s/ Gerry Wang

Gerry Wang

[ Signature Page to Employment Agreement with SSML ]

Exhibit 4.6

TRANSACTION SERVICES AGREEMENT

Dated as of the 14 ^th day of March, 2011

among

GERRY WANG

and

SEASPAN CORPORATION

TABLE OF CONTENTS


	Page

ARTICLE I DEFINITIONS AND INTERPRETATION

SECTION 1.01 Certain Definitions		1
SECTION 1.02 Construction		6
SECTION 1.03 Headings		6

ARTICLE II ENGAGEMENT OF MANAGER

SECTION 2.01 Engagement		6
SECTION 2.02 Powers and Duties of the Manager		7
SECTION 2.03 Ability to Subcontract		7
SECTION 2.04 Outside Activities		7
SECTION 2.05 Authority of the Parties; Enforceability		7
SECTION 2.06 Manager Representations		8

ARTICLE III STRATEGIC SERVICES

SECTION 3.01 Strategic Services		8
SECTION 3.02 Manager’s Personnel		9
SECTION 3.03 Covenants of the Manager		9

ARTICLE IV MANAGER’S COMPENSATION

SECTION 4.01 Transaction Fees		9
SECTION 4.02 Reimbursement for Costs and Expenses		11
SECTION 4.03 Direction to Pay		11

ARTICLE V LIABILITY OF THE MANAGER; INDEMNIFICATION

SECTION 5.01 Liability of the Manager		12
SECTION 5.02 Limitation on Liability		12
SECTION 5.03 Manager Indemnification		12
SECTION 5.04 Company Indemnification		12

ARTICLE VI TERM AND TERMINATION

SECTION 6.01 Term		12
SECTION 6.02 Termination		13


SECTION 6.03 Effects of Termination or Expiry of this Agreement			13
SECTION 6.04 Effects of Transfer			13

ARTICLE VII GENERAL

SECTION 7.01 Assignment			13
SECTION 7.02 Force Majeure			14
SECTION 7.03 Confidentiality			14
SECTION 7.04 Notices			15
SECTION 7.05 Third Party Rights			16
SECTION 7.06 No Partnership			16
SECTION 7.07 Severability			16
SECTION 7.08 Governing Law and Jurisdiction			16
SECTION 7.09 Binding Effect			17
SECTION 7.10 Amendment			17
SECTION 7.11 Entire Agreement			17
SECTION 7.12 Waiver			17
SECTION 7.13 Counterparts			17
SECTION 7.14 Resignation			18

TRANSACTION SERVICES AGREEMENT

THIS TRANSACTION SERVICES AGREEMENT (this “ Agreement ”) is dated as of the 14th day of March, 2011 but shall have retroactive effect as of January 1, 2011 (the “ Effective Date ”) among:

Gerry Wang, an individual (the “ Manager ); and

Seaspan Corporation, a corporation formed under the laws of the Marshall Islands (the “ Company ”), having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands, MH96960.

RECITALS:

The Company and the Manager are parties to an executive employment agreement dated as of the date hereof (the “ Employment Agreement ”).

Pursuant to the terms of the Employment Agreement, the Company wishes to engage the Manager to provide the services specified herein commencing upon the expiration of the Employment Period (as defined below), in consideration of which the Manager or his Designated Affiliate (as defined below) will receive certain fees, in each case, on the terms and conditions set forth herein.

AGREEMENT:

NOW, THEREFORE, in consideration of the mutual covenants and premises of the Parties (as defined below) herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each Party), the Parties agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.01 Certain Definitions . In this Agreement, unless the context requires otherwise, the following terms shall have the respective meanings set forth below:

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, is Controlled by, Controls or is under common Control with the Person in question.

“ Agreement ” has the meaning ascribed to such term in the introductory paragraph.

“ Applicable Law ” means, with respect to any Person, all statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions affecting such Person, such Person’s assets or the securities of such Person, whether now or hereafter enacted and in force.

“ Board ” means the Board of Directors of the Company or an applicable committee thereof.

“ Breaching Party ” has the meaning ascribed to such term in Section 6.02 (b).

“ Business ” means the business of owning and/or chartering (in or out) or re-chartering Container Vessels and any other lawful act or activity customarily conducted in conjunction therewith.

“ Business Day ” means a day other than a Saturday, Sunday or other day on which banks in the Marshall Islands, the Cayman Islands, Hong Kong or Vancouver, British Columbia are required or authorized by Applicable Law to close.

“ Change of Control ” means:

(a)

(b)

an order made for, or the adoption by the Board of a plan of, liquidation or dissolution of the Company;

(c)

(d)

(e)

a change in directors after which a majority of the members of the Board are not Continuing Directors; or

(f)

the consolidation of the Company with, or the merger of the Company with or into, any “person”, or the consolidation of any “person” with, or the merger of any “person” with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding common shares of the Company are converted into or exchanged for cash, securities or other property or receive a payment of cash, securities or other property, other than any such transaction where the Company’s voting stock outstanding immediately prior to such transaction is converted into or exchanged for voting stock of the surviving or transferee “person” constituting a majority of the outstanding shares of such

voting stock of such surviving or transferee “person” immediately after giving effect to such issuance.

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

“ Company ” has the meaning ascribed to such term in the introductory paragraph.

“ Company Indemnified Persons ” has the meaning ascribed to such term in Section 5.04.

“ Container Vessel ” means an ocean-going vessel specifically constructed to transport containerized cargo.

“ Continuing Directors ” means, as of any date of determination, any member of the Board who either (i) was a member as of the Effective Date or (ii) was nominated for election or appointment to the Board with the approval of the majority of the members of the Board who either were members of the Board as of the Effective Date or whose nomination or election was previously so approved.

“ Control ” means, with respect to any Person, the right to elect or appoint, directly or indirectly, a majority of the directors of such Person or the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of Voting Securities, by contract or otherwise. “ Controlled ” and “ Controlling ” will have correlative meanings.

“ Designated Affiliate ” has the meaning ascribed to such term in Section 4.03.

“ Effective Date ” has the meaning ascribed to such term in the introductory paragraph.

“ Employment Agreement ” has the meaning ascribed to such term in the introductory paragraph.

“ Employment Period ” has the meaning ascribed to such term in the Employment Agreement.

“ Force Majeure Event ” has the meaning ascribed to such term in Section 7.02.

“ GC Entities ” means, collectively, Greater China Industrial Investments LLC and GC Intermodal.

“ GC Intermodal ” means Greater China Intermodal Investments LLC.

“ Governmental Authority ” means any domestic or foreign government, including any federal, provincial, state, territorial or municipal government, any multinational or supranational organization, any government agency, including, without limitation, any tribunal, labor relations board, commission or stock exchange, and any other authority or organization

exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government.

“ Greater China Investments ” means (i) the GC Entities, (ii) each direct or indirect Subsidiary of the GC Entities, (iii) any other Person in which the GC Entities have made a direct or indirect Investment and (iv) the successor entities of (i), (ii) and (iii).

“ Investment ” means any equity or debt investment made or committed to be made by the GC Entities or any of their Subsidiaries, except that payment of any general, administrative or other operating or formation expense of the GC Entities or any of their Subsidiaries (including through any investment in any such entity, to the extent so designated by the Transaction Committee) will not constitute an Investment.

“ Legal Action ” means any action, claim, complaint, demand, suit, judgment, litigation, arbitration, mediation, investigation or other judicial, arbitral or administrative proceedings, pending or threatened, by any Person or by or before any Governmental Authority.

“ Losses ” means all losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ fees and expenses) actually suffered or incurred.

“ Manager ” has the meaning ascribed to such term in the introductory paragraph.

“ Manager Group ” has the meaning ascribed to such term in Section 5.01.

“ Manager Indemnified Persons ” has the meaning ascribed to such term in Section 5.03.

“ Manager Misconduct ” has the meaning ascribed to such term in Section 5.01.

“ Manager’s Personnel ” means Gerry Wang and all other individuals that are employed by or have entered into consulting arrangements with the Manager.

“ New Build ” means a Vessel under construction or to be constructed pursuant to a ship building contract between the Company or a controlled Affiliate thereof and a ship builder.

“ New Build Contract ” has the meaning ascribed to such term in Section 3.01 (c).

“ Non-Breaching Party ” has the meaning ascribed to such term in Section 6.02 (b).

“ Omnibus Agreement ” means the Omnibus Agreement dated as of August 8, 2005, among Seaspan Corporation, Seaspan Management Services Limited, Seaspan Ship Management Ltd., Seaspan Advisory Services Limited, Norsk Pacific Steamship Company Limited, and Seaspan International Ltd., as amended by the Amendment to Omnibus Agreement dated as of the date of this Agreement.

“ Parties ” means the Manager and the Company, and “Party” means either of them.

“ Payment Date ” has the meaning ascribed to such term in Section 4.01 (b).

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

“ Purchase or Sale Contract ” has the meaning ascribed to such term in Section 3.01 (d).

“ Representative ” means any third party intermediary of any Party, including any sales or commission agent or representative, broker, finder, consultant, distributor, reseller, contractor, subcontractor, or other intermediary or third party acting or that may reasonably be expected to act on the Party’s behalf.

“ Right of First Refusal Agreement ” means that certain Right of First Refusal Agreement, dated as of the date hereof, by and among the Company, GC Intermodal and Blue Water Commerce, LLC, a limited liability company formed under the laws of Montana.

“ ROFR Period ” means the period beginning as of the date of this Agreement and ending on the earlier of (a) March 31, 2015, (b) the date on which GC Intermodal is dissolved or liquidated and (c) the date on which the Right of First Refusal Agreement is terminated pursuant to Section 5 thereof.

“ SC Trading Average ” means, as of a given date, the volume-weighted, average trading price of Common Stock for the 20 trading days immediately preceding such date.

“ Strategic Services ” has the meaning ascribed to such term in Section 3.01.

“ Subsidiary ” means, with respect to any Person, any other Person more than fifty (50%) percent of the voting power of which is held, directly or indirectly, by such first Person and/or any of such first Person’s Subsidiaries, or over which such Person either directly or indirectly exercises Control (including (i) any limited partnership of which such first Person, directly or indirectly, is the general partner or otherwise has the power to direct or cause the direction of the management and policies thereof and (ii) any limited liability company of which such first Person, directly or indirectly, is the managing member or otherwise has the power to direct or cause the direction of the management and policies thereof).

“ Term ” has the meaning ascribed to such term in Section 6.01.

“ Transaction ” means a transaction effected pursuant to a New Build Contract or a Purchase or Sale Contract.

“ Transaction Committee ” means, as applicable, the Transaction Committee of the Board of Managers of Greater China Industrial Investments LLC or GC Intermodal.

“ Transaction Fee ” has the meaning ascribed to such term in Section 4.01 (a).

“ Transaction Fee Shares ” has the meaning ascribed to such term in Section 4.01 (b).

“ Transfer ” means any direct or indirect transfer, conveyance, assignment, pledge, mortgage, charge, hypothecation or other disposition.

“ Vessel Assets ” means the Vessels and any assets that are customarily owned or operated in conjunction with the Vessels, in each case.

“ Vessels ” means the Container Vessels owned or leased by the Company or any of its controlled Affiliates from time to time and “ Vessel ” means any one of them.

“ Voting Securities ” means securities, of any class or series, of a Person entitling the holders thereof to vote in the election of members of the board of directors or other governing body of such Person.

SECTION 1.02 Construction . In this Agreement, unless the context requires otherwise:

(a) references to laws and regulations refer to such laws and regulations as they may be amended from time to time, and references to particular provisions of a law or regulation include any corresponding provisions of any succeeding law or regulation;

(b) references to money refer to legal currency of the United States of America and “$” means U.S. dollars;

(c) the word “including” will mean “including, without limitation”, and the word “or” will be disjunctive but not exclusive;

(d) words importing the singular include the plural and vice versa, and words importing gender include all genders; and

(e) a reference to an “approval”, “acceptance”, “authorization”, “consent”, “notice” or “agreement” means an approval, acceptance, authorization, consent, notice or agreement, as the case may be, in writing.

SECTION 1.03 Headings . All article or section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof.

ARTICLE II

ENGAGEMENT OF MANAGER

SECTION 2.01 Engagement . The Company hereby engages the Manager to provide the services specified herein on a non-exclusive basis and the Manager hereby accepts such engagement, all in accordance with the terms of this Agreement. The Company and the Manager each acknowledge that to the extent set out in this Agreement, the Manager is acting solely on behalf of, as agent of and for the account of, the Company. The Manager may advise

Persons with whom it deals on behalf of the Company that he is conducting such business for and on behalf of the Company.

SECTION 2.02 Powers and Duties of the Manager . The Manager has the power and authority to take such actions on his own behalf or on behalf of the Company as it from time to time considers necessary or appropriate to enable it to perform his obligations under this Agreement, subject to the customary oversight and supervision of the Company. The Manager shall, subject to Section 2.04, use his reasonable best efforts to perform the Strategic Services to be provided hereunder in accordance with customary practice. Notwithstanding the foregoing, the Manager shall not enter into any contract, arrangement or understanding with respect to the Strategic Services without the prior approval of the Board, and the Company shall be under no obligation to accept any opportunity presented to the Company by the Manager or otherwise.

SECTION 2.03 Ability to Subcontract . The Manager may subcontract any of his duties and obligations hereunder to any of his Affiliates without the consent of the Company and may subcontract certain of his duties and obligations to Persons that are not Affiliates with the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. In the event of any subcontract by the Manager, the Manager shall promptly notify the Company thereof and shall remain fully liable for the due performance of his obligations under this Agreement.

SECTION 2.04 Outside Activities . The Company acknowledges that the Manager and his Affiliates may have business interests and engage in business activities in addition to those relating to the Company, for his own account and for the accounts of others. Subject to the provisions of the Omnibus Agreement, the Manager and his Affiliates may undertake activities that may compete with the Company. The Company acknowledges that the Manager and his Affiliates may invest and own or hold equity interests in Greater China Investments, and that such interests may be significant. The Company also acknowledges that (a) GC Intermodal and its Subsidiaries plan to engage in activities competitive with the activities of the Company and its Subsidiaries, including the Business and the investment in, and ownership and operation of, Container Vessels and (b) Tiger Management Limited and certain of its Subsidiaries intend to provide certain services to Greater China Investments in connection with the activities of Greater China Investments. Such activities shall not constitute a breach of this Agreement. The Company agrees that the Manager shall have no obligation to disclose to the Company or its Affiliates any confidential information of Greater China Investments or of Tiger Management Limited and its Subsidiaries.

SECTION 2.05 Authority of the Parties; Enforceability . Each Party represents to each of the other Parties that it is duly authorized with full power and authority to execute, deliver and perform this Agreement and that the execution, delivery and performance of this Agreement do not and will not violate or conflict with any provision of the organizational documents of such Party. The Company represents that the engagement of the Manager has been duly authorized by the Company and is in accordance with all governing documents of the Company. This Agreement has been duly executed and delivered by such Party, or an authorized Representative of such Party, and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with the terms hereof.

SECTION 2.06 Manager Representations . The Manager hereby represents and warrants to the Company as of the date hereof as follows:

(a) The Manager has the requisite authority to enter into this Agreement and to perform his obligations hereunder.

(b) This Agreement has been duly executed and delivered by the Manager, or an authorized Representative of the Manager, and constitutes a legal, valid and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereof.

(c) No material consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to, any Governmental Authority or any other Person is required to be made, obtained or given by the Manager in connection with the execution, delivery and performance of this Agreement by the Manager. The execution and delivery of this Agreement by the Manager do not, and the performance by the Manager of his obligations under this Agreement will not, (i) conflict with, in any material respect, any other contract, agreement or arrangement to which the Manager is a party or by which he is or his assets are bound or (ii) violate in any material respect any provision of, or result in a material breach of, any Applicable Law.

(d) Neither the Manager nor any of his Affiliates is a party to any Legal Action nor is the Manager aware of any threatened Legal Action involving the Manager or his Affiliates, that would reasonably be expected to interfere with the Manager’s ability to fulfill his obligations under this Agreement.

(e) The Manager is not insolvent, has not filed or had filed against him a petition in bankruptcy, has not made an assignment for the benefit of his creditors or otherwise had a receiver or trustee appointed with respect to his properties or affairs and has not incurred any obligations or liabilities, contingent or otherwise, which would cause him to become insolvent.

ARTICLE III

STRATEGIC SERVICES

SECTION 3.01 Strategic Services . The Manager shall provide the following services (collectively, the “ Strategic Services ”) to the Company:

(b) identifying, negotiating and securing potential divestitures or dispositions of any of the Vessel Assets;

(c) negotiating definitive, legally-binding agreements providing for New Build construction (each, a “ New Build Contract ”) and related specifications and documentation;

(d) negotiating agreements for the purchase, acquisition or sale of any Vessel (including, in the case of a sale transaction, whether such transaction is effected as an acquisition or disposition of such assets directly or of the equity of an entity owning such assets or otherwise) (each, a “ Purchase or Sale Contract ”) and related documentation; and

(e) such other strategic, financial, business development and advisory services as may reasonably be requested by the Company and agreed to by the Manager from time to time.

SECTION 3.02 Manager’s Personnel . The Manager shall provide the Strategic Services hereunder through the Manager’s Personnel, unless otherwise agreed by the Company. The Manager shall be responsible for all aspects of the employment or other relationship of such Manager’s Personnel as required in order for the Manager to perform his obligations hereunder, including recruitment, training, compensation and benefits, supervision, discipline and discharge, and other terms and conditions of employment or contract. However, the Manager shall remain directly responsible and liable to the Company to carry out all of his obligations under this Agreement, whether performed directly or subcontracted to any other Person.

SECTION 3.03 Covenants of the Manager . The Manager hereby agrees and covenants with the Company that, for so long as this Agreement is effective, the Manager shall in all material respects:

(a) obtain professional indemnity insurance and other insurance and maintain such coverage as is reasonable having regard to the nature and extent of the Manager’s obligations under this Agreement;

(b) exercise all due care, skill and diligence in carrying out his duties under this Agreement as required by Applicable Law;

(c) provide the Company with all information in relation to the performance of the Manager’s obligations under this Agreement as the Company may reasonably request;

(d) ensure that all material property of the Company is clearly identified as such, held separately from property of the Manager and, where applicable, in safe custody; and

(e) ensure that all property of the Company (other than money to be deposited to any bank account of the Company) is transferred to or otherwise held in the name of the Company or any nominee or custodian appointed by the Company.

ARTICLE IV

MANAGER’S COMPENSATION

SECTION 4.01 Transaction Fees . In consideration for the performance of the Strategic Services, the Company shall pay to the Manager, or his Designated Affiliate as provided for in Section 4.03, the Transaction Fees as set out below.

(a) In the event that the Company (or one of its controlled Affiliates) enters into (i) a New Build Contract or (ii) a Purchase or Sale Contract, the Manager shall be entitled to

a fee (a “ Transaction Fee ”) in the amount of one and one half (1.5%) percent of the aggregate consideration payable by or to the Company (or the controlled Affiliate) pursuant to such New Build Contract or Purchase or Sale Contract, as applicable. For the avoidance of doubt, the aggregate consideration payable pursuant to any Purchase or Sale Contract for purposes of calculating the Transaction Fee hereunder shall (x) include the aggregate amount of debt assumed by the buyer in connection with such transaction and (y) be reduced by the amount of any such Transaction Fee paid to the Manager by the applicable ship builder or Vessel purchaser or seller, as applicable. The Transaction Fees shall be paid pursuant to this Section 4.01, regardless of whether the transaction was proposed or recommended by the Manager, an Affiliate or a third party.

(b) The Transaction Fee shall be payable by the Company (i) with respect to a New Build Contract, incrementally and concurrently with each installments payment made by the Company (or the controlled Affiliate) under such New Build Contract and (ii) with respect to a Purchase or Sale Contract, on the applicable closing date of the Vessel purchase or sale thereunder (each a “ Payment Date ”). The Transaction Fees shall be paid in either (i) cash or (ii) a combination of cash and up to fifty (50%) percent shares of Common Stock (“ Transaction Fee Shares ”) as determined by the Company in its sole discretion. The number of Transaction Fee Shares to be granted shall be based upon the SC Trading Average as of the applicable Payment Date. The Transaction Fee Shares shall be fully vested on the date of grant.

(c) Notwithstanding any provision of this Agreement to the contrary: (i) the Transaction Fee is not and shall not be regarded for any purpose as salary, wages, benefits nor employment remuneration on any account, but shall be regarded as wholly separate and apart therefrom and solely as business income to the Manager; and (ii) the Transaction Services are not and shall not be regarded as being rendered by the Manager as an employee of the Company, nor in his capacity as officer of the Company, nor by virtue of his office at the Company, but as business services independently rendered to the Company by the Manager. The Company will make the appropriate withholdings and deductions on the basis the Transaction Fees constitute business income (and not salary, wages, benefits or employment remuneration) to the Manager. Notwithstanding anything to the contrary (including, without limitation, Article V of this Agreement), the Manager agrees to be fully responsible for and to pay when due and shall indemnify, defend and hold harmless the Company (and its agents, employees, officers, and directors) from and against, any and all domestic and foreign federal, state, provincial and local taxes, withholdings or contributions, including interest and penalties thereon and additions thereto, and for costs and expenses (including attorney’s fees), with respect to the Company making its withholdings and deductions on this basis on any and all Transaction Fees payable.

(d) The Manager must be providing services under this Agreement on the date on which the New Build Contract or Purchase or Sale Contract is entered into but need not be providing services on the Payment Date to receive payment of the Transaction Fees in accordance with this Section 4.01.

(e) In no event shall any Transaction Fee be payable in connection with the transactions resulting in a Change of Control. Following a Change of Control, Manager shall continue to receive Transaction Fees (with respect to Transactions occurring prior to and following the Change of Control) in accordance with this Section 4.01.

(f) Notwithstanding anything to the contrary, the amount of the Transaction Fee paid by the Company in connection with a Transaction shall be reduced (but not below zero) by the amount of any similar fee paid by the Company in connection with such Transaction to an investment banking firm of nationally-recognized standing in the United States or Canada, which firm is retained with the approval of the Board, including in such approval a majority of the independent members of the Board.

(g) Registration Rights .

(i) Within 15 days of this Agreement, the Company shall register the Transaction Fee Shares under a Form S-8 registration statement filed with the U.S. Securities and Exchange Commission. In the event that the Manager, or a permitted assignee or successor of the Manager to whom Transaction Fees are owed, becomes ineligible to receive Company securities that have been registered under a Form S-8 registration statement, the Transaction Fees paid by the Company in shares of Common Stock shall be paid in un-registered Transaction Fee Shares.

(ii) Promptly following the date hereof the Company and the Manager shall enter into a Registration Rights Agreement in substantially the form attached hereto as Exhibit A .

(h) Legends/Stop Orders . The Manager acknowledges and agrees that the Company shall be entitled to place legends on the certificates representing any of the Transaction Fee Shares and/or stop orders with the transfer agent of the Company with respect to any of the Transaction Fee Shares.

SECTION 4.02 Reimbursement for Costs and Expenses . The Company shall reimburse the Manager for all reasonable out-of-pocket costs and expenses incurred by the Manager and any of the Manager’s Personnel in connection with providing the Strategic Services to the Company. It is understood and agreed that the Manager shall not be reimbursed for (i) personnel expenses or any other general and administrative overhead expenses, or (ii) for any costs or expenses relating to consultants and subcontractors, all of which shall be for Manager’s account. The Manager shall invoice the Company on a monthly basis and shall provide a description in reasonable detail of such costs and expenses (and, at the request of the Company, supporting documentation). The Company shall pay such amount within 15 days of receipt unless the invoice is being disputed in accordance with this Agreement. In the event of a dispute over any invoiced amount, the Company shall pay the undisputed portion of such invoice and provide an explanation of the basis for the dispute. Any amount not paid when due shall accrue interest at a rate of twelve percent (12%) per annum until paid in full. The Manager shall maintain a record of costs and expenses incurred, including any invoices, receipts and supplementary materials as are necessary or proper for the settlement of accounts between the Parties.

SECTION 4.03 Direction to Pay . By written notice to the Company, the Manager may direct the Company to pay any cash amounts owing under this Agreement to any Affiliate of the Manager who is entitled to receive such amounts in exchange for performing

services under this Agreement (a “ Designated Affiliate ”) and the payment of such amount shall satisfy the Company’s obligation with respect to such amount under this Agreement.

ARTICLE V

LIABILITY OF THE MANAGER; INDEMNIFICATION

SECTION 5.01 Liability of the Manager . The Manager and his Affiliates, and each of their respective directors, officers, employees, agents and Representatives (collectively, the “ Manager Group ”) shall not be liable whatsoever to the Company for any Losses incurred or suffered by the Company of whatsoever nature, whether direct or indirect, and arising from the Strategic Services unless and only to the extent that such Losses are determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the fraud, gross negligence, recklessness or willful misconduct of any member of the Manager Group (“ Manager Misconduct ”).

SECTION 5.02 Limitation on Liability . In all cases arising from the provision of Strategic Services to the Company hereunder, other than cases involving Manager Misconduct, the Manager Group’s aggregate liability for each incident or series of incidents giving rise to a claim or claims shall not exceed the aggregate Transaction Fees paid to the Manager and his Designated Affiliates by the Company and its Affiliates hereunder.

SECTION 5.03 Manager Indemnification . The Company shall indemnify and hold harmless each member of the Manager Group (the “ Manager Indemnified Persons ”) from and against any and all Losses incurred or suffered by the Manager Indemnified Persons by reason of, resulting from, in connection with, or arising in any manner whatsoever out of or in the course of their performance of Strategic Services under this Agreement to or for the benefit of the Company or a Legal Action brought or threatened against such Manager Indemnified Persons in connection with their performance of Strategic Services under this Agreement for the benefit of the Company, including, without limitation, all actions, proceedings, claims, demands or liabilities brought under or relating to the environmental laws, regulations or conventions of any jurisdiction, or otherwise relating to pollution of the environment, and against and in respect of all costs and expenses (including reasonable legal costs and expenses) they may suffer or incur due to defending or settling same; provided , however , that such indemnity shall exclude any Losses arising out of, resulting from or related to Manager Misconduct.

SECTION 5.04 Company Indemnification . The Manager shall indemnify and hold harmless the Company and its directors, officers, employees, members, managers, shareholders, partners, Representatives, advisors, attorneys, accountants, agents, subcontractors and Affiliates, and their respective successors and assigns (collectively, the “ Company Indemnified Persons ”) from and against any and all Losses incurred or suffered by such Company Indemnified Persons arising out of, resulting from or related to Manager Misconduct.

ARTICLE VI

TERM AND TERMINATION

SECTION 6.01 Term . The term during which the Manager shall provide Strategic Services hereunder (the “ Term ”) shall commence on the expiration or termination of

the Employment Period and end upon the expiration of the ROFR Period unless this Agreement is terminated earlier pursuant to Section 6.02.

SECTION 6.02 Termination . Notwithstanding anything in Section 6.01 to the contrary, this Agreement may be terminated prior to the end of the Term:

(a) by the mutual written consent of each of the Company and the Manager;

(b) by either the Company or the Manager (the “ Non-Breaching Party ”) if there has been a material breach of or default under this Agreement by the other Party (the “ Breaching Party ”) which has not been cured within 30 days following delivery of a written notice from the Non-Breaching Party to the Breaching Party to cure such breach; provided that if such breach is incapable of cure within 30 days but is capable of cure within 90 days, the right to terminate pursuant to this Section 6.02 (b) shall only arise if the Breaching Party fails to initiate the cure within such 30-day period and thereafter to diligently prosecute such cure to completion and actually cure such breach within such 90-day period; for the purposes of this Section 6.02 (b), a breach of Section 7.01 by the Manager shall be deemed a material breach;

(c) by the Company if the Manager becomes insolvent, files or has filed against it a petition in bankruptcy, makes an assignment for the benefit of his creditors or otherwise has a receiver or trustee appointed with respect to his properties or affairs or incurs any obligations or liabilities, contingent or otherwise, which could cause it to become insolvent; and

(d) by the Manager upon a Change of Control.

SECTION 6.03 Effects of Termination or Expiry of this Agreement . Upon termination or expiry of this Agreement, this Agreement will be void and there shall be no liability on the part of any Party (or their respective officers, directors or employees) except that the following shall survive such termination: (i) the obligation of the Company to pay to the Manager or his Designated Affiliates any then accrued but outstanding Transaction Fees under Article IV, (ii) the obligations of the Company with respect to the Transaction Fee Shares pursuant to Article IV, (iii) the obligations of the Manager under Section 4.01 (c) and (iv) the terms and conditions set forth in Article V (Liability of the Manager; Indemnification) and Section 7.03 (Confidentiality), Section 7.04 (Notices), Section 7.05 (Third Party Rights), Section 7.07 (Severability), Section 7.08 (Governing Law and Jurisdiction), Section 7.10 (Amendment), Section 7.12 (Waiver) and Section 7.14 (Resignation).

SECTION 6.04 Effects of Transfer . This Agreement shall, subject to Section 6.02 , be binding upon, and inure to the benefit of, any successor of the Company; provided , however , that for the avoidance of doubt, if the Company effects a Transfer of any assets of the Company, including Vessel Assets, and this Agreement does not continue as to such assets, the Company will pay to the Manager the aggregate amount of any accrued but unpaid Transaction Fees attributable to such assets.

ARTICLE VII

GENERAL

SECTION 7.01 Assignment .

(a) Except as otherwise provided herein, (i) the Company may not assign any of its rights under this Agreement, in whole or in part, without the prior written consent of the Manager and (ii) the Manager may not assign any of his rights under this Agreement, in whole or in part, without the prior written consent of the Company, in each case, which consent may be arbitrarily withheld.

(b) Notwithstanding Section 7.01 (a), (i) the Company may, without the Manager’s consent, assign its rights and obligations hereunder to any of its controlled Affiliates or, in connection with a Change of Control, to the successor Entity in the Change of Control and (ii) the Manager may, without the Company’s consent but with prompt notice to the Company, assign his rights and obligations hereunder to any of his Affiliates and any entity which Gerry Wang and/or Graham Porter and their Affiliates, collectively or individually, (A) Control or (B) beneficially own over fifty percent (50%) of the equity interests in and Voting Securities of.

SECTION 7.02 Force Majeure . Neither of the Parties shall be under any liability for any failure to perform any of their obligations hereunder if any of the following occurs (each a “ Force Majeure Event ”):

(a) any event, cause or condition which is beyond the reasonable control of any or all of the Parties and which prevents any or all of the Parties from performing any of its obligations under this Agreement;

(b) acts of God, including fire, explosions, unusually or unforeseeably bad weather conditions, epidemic, lightening, earthquake, tsunami or washout;

(c) acts of public enemies, including war or civil disturbance, vandalism, sabotage, terrorism, blockade or insurrection;

(d) acts of a governmental entity, including injunction or restraining orders issued by any judicial, administrative or regulatory authority, expropriation or requisition;

(e) government rule, regulation or legislation, embargo or national defence requirement; or

(f) labor troubles or disputes, strikes or lockouts, including any failure to settle or prevent such event which is in the control of any Party.

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

SECTION 7.03 Confidentiality . Each Party agrees that, except with the prior written consent of the other Party, it shall at all times keep confidential and not disclose, furnish or make accessible to anyone (except to employees, agents and professional advisors in the ordinary course of business) any confidential or proprietary information, knowledge or data concerning or relating to the other Party and to the business or financial affairs of the other Party to which such Party has been or shall become privy by reason of this Agreement, except for any (a) disclosure required by judicial or administrative process (including discovery for litigation), (b) information that becomes publicly available through no fault of such Party or otherwise

ceases to be confidential, (c) information required by law or applicable stock exchange rules to be disclosed, or (d) disclosure made to a Person under a binding confidentiality agreement in favor of the Party whose confidential or proprietary information is being disclosed.

SECTION 7.04 Notices . Each notice, consent or request required to be given to a Party pursuant to this Agreement must be given in writing. All notices and other communications provided for or permitted hereunder will be deemed to have been duly given and received when delivered by overnight courier or hand delivery, or when sent by fax (receipt confirmed), to the address or fax number set forth below:

If to the Company, at:

Unit 2 – 7 ^th Floor, Bupa Centre

141 Connaught Road West

Hong Kong

Fax: (604) 638 2595

Attention: Corporate Secretary

With a copy to:

Perkins Coie LLP

1120 NW Couch Street, 10th Floor

Portland, OR 97209-4128

Fax: (503) 727-2222

Attention: David Matheson

If to the Manager, at:

Gerry Wang

c/o Seaspan Ship Management Limited

200 Granville Street, Suite 2600

Vancouver, B.C., Canada V6C 1S4

Fax: (604) 638 2595

With a copy to:

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

Fax: (646) 848-8150

Attention: John J. Cannon

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

(a) if validly delivered on a Business Day, shall be deemed to have been given when delivered or, if delivered on a non-Business Day, shall be deemed to have been given on the next Business Day;

(b) if validly transmitted by fax before 5:00 p.m. (local time at the place of receipt) on a Business Day, shall be deemed to have been given on that Business Day; and

(c) if validly transmitted by fax after 5:00 p.m. (local time at the place of receipt) on a Business Day or at any time on any non-Business Day, shall be deemed to have been given on the Business Day after the date of the transmission.

SECTION 7.05 Third Party Rights . The provisions of this Agreement are enforceable solely by the Parties to this Agreement, and no member, shareholder, partner, director, manager, employee, agent or representative of any Party or any other Person shall have the right, separate and apart from the Parties hereto, to enforce any provision of this Agreement or to compel any Party to this Agreement to comply with the terms of this Agreement. Notwithstanding the foregoing, any Manager Indemnified Person or Company Indemnified Person may enforce the provisions of Article V.

SECTION 7.06 No Partnership . Nothing in this Agreement is intended to create or shall be construed as creating a partnership or joint venture, and this Agreement shall not be deemed for any purpose to constitute any Party a partner of any other Party to this Agreement in the conduct of any business or otherwise or as a member of a joint venture or joint enterprise with any other Party to this Agreement.

SECTION 7.07 Severability . Each provision of this Agreement is several. If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect:

(a) the legality, validity or enforceability of the remaining provisions of this Agreement; or

(b) the legality, validity or enforceability of that provision in any other jurisdiction;

except that if:

(c) on the reasonable construction of this Agreement as a whole, the applicability of the other provision presumes the validity and enforceability of the particular provision, the other provision will be deemed also to be invalid or unenforceable; and

(d) as a result of the determination by a court of competent jurisdiction that any part of this Agreement is unenforceable or invalid and, as a result of this Section 7.07, the basic intentions of the Parties in this Agreement are entirely frustrated, the Parties shall use reasonable best efforts to amend, supplement or otherwise vary this Agreement to confirm their mutual intention in entering into this Agreement.

SECTION 7.08 Governing Law and Jurisdiction .

(a) Governing Law . This Agreement is governed exclusively by, and is to be enforced, construed and interpreted exclusively in accordance with, the laws of Hong Kong without giving effect to any conflict or choice of laws provisions thereof.

(b) Consent to Jurisdiction; Waiver of Trial by Jury .

(i) The Manager and the Company each irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the Tribunals and Courts of Hong Kong, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in Hong Kong, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in Hong Kong, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in Hong Kong. The Manager and the Company each agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Manager and the Company each irrevocably consents to service of process in the manner provided for giving notices in Section 7.04. Nothing in this Agreement will affect the right of the Manager or the Company to serve process in any other manner permitted by law.

(c) TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT 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 PROVISION OF SERVICES CONTEMPLATED HEREBY.

SECTION 7.09 Binding Effect . This Agreement is binding upon and inures to the benefit of the Parties hereto and their successors but shall not be assignable except as provided in Section 7.01.

SECTION 7.10 Amendment . No amendment, supplement or restatement of any provision of this Agreement will be binding unless it is in writing and signed by the Manager and the Company.

SECTION 7.11 Entire Agreement . This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

SECTION 7.12 Waiver . No failure by any Party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of any other covenant, duty, agreement or condition.

SECTION 7.13 Counterparts . This Agreement may be executed in any number of counterparts with the same effect as if all signatories had signed the same document. All counterparts will be construed together and constitute the same instrument. This Agreement may be executed and delivered by facsimile or as a .pdf file attached to electronic mail.

SECTION 7.14 Resignation . If at any time following the expiration or termination of the ROFR Period the Board requests that the Manager tender his resignation as a director of the Company, the Manager shall promptly tender his resignation with immediate effect.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties hereto as of the date first set forth above.

GERRY WANG

/s/ Gerry Wang

Gerry Wang


SEASPAN CORPORATION

By:		/s/ Sai W. Chu
Name: Sai W. Chu
Title: Chief Financial Officer

Exhibit 4.7

FINANCIAL SERVICES AGREEMENT

Dated as of the 14th day of March, 2011

among

TIGER VENTURES LIMITED

and

SEASPAN CORPORATION

TABLE OF CONTENTS


	Page

ARTICLE I DEFINITIONS AND INTERPRETATION

SECTION 1.01 Certain Definitions		1
SECTION 1.02 Construction		6
SECTION 1.03 Headings		6

ARTICLE II ENGAGEMENT OF MANAGER

SECTION 2.01 Engagement		7
SECTION 2.02 Powers and Duties of the Manager		7
SECTION 2.03 Ability to Subcontract		7
SECTION 2.04 Outside Activities		7
SECTION 2.05 Authority of the Parties; Enforceability		7
SECTION 2.06 Manager Representations		8

ARTICLE III STRATEGIC SERVICES

SECTION 3.01 Strategic Services		9
SECTION 3.02 Manager’s Personnel		9
SECTION 3.03 Covenants of the Manager		9

ARTICLE IV MANAGER’S COMPENSATION

SECTION 4.01 Financing Fees		10
SECTION 4.02 Reimbursement for Costs and Expenses		11
SECTION 4.03 Direction to Pay		11

ARTICLE V LIABILITY OF THE MANAGER; INDEMNIFICATION

SECTION 5.01 Liability of the Manager		12
SECTION 5.02 Limitation on Liability		12
SECTION 5.03 Manager Indemnification		12
SECTION 5.04 Company Indemnification		12

ARTICLE VI TERM AND TERMINATION

SECTION 6.01 Term		13
SECTION 6.02 Termination		13


SECTION 6.03 Effects of Termination or Expiry of this Agreement			13
SECTION 6.04 Effects of Transfer			13

ARTICLE VII GENERAL

SECTION 7.01 Assignment			14
SECTION 7.02 Force Majeure			14
SECTION 7.03 Confidentiality			14
SECTION 7.04 Notices			15
SECTION 7.05 Third Party Rights			16
SECTION 7.06 No Partnership			16
SECTION 7.07 Severability			16
SECTION 7.08 Governing Law and Jurisdiction			16
SECTION 7.09 Binding Effect			17
SECTION 7.10 Amendment			17
SECTION 7.11 Entire Agreement			17
SECTION 7.12 Waiver			17
SECTION 7.13 Counterparts			18
SECTION 7.14 Resignation			18

FINANCIAL SERVICES AGREEMENT

THIS FINANCIAL SERVICES AGREEMENT (this “ Agreement ”) is dated as of the 14th day of March, 2011 but shall have retroactive effect as of January 1, 2011 (the “ Effective Date ”) among:

Tiger Ventures Limited, a limited liability company formed under the laws of the Cayman Islands (the “ Manager ”), having its registered office at 1401-05 Jardine House, 1 Connaught Place, Hong Kong; and

RECITALS:

The Company wishes to engage the Manager to provide the services specified herein, in consideration of which the Manager or its Designated Affiliate (as defined below) will receive certain fees, in each case, on the terms and conditions set forth herein.

AGREEMENT:

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.01 Certain Definitions . In this Agreement, unless the context requires otherwise, the following terms shall have the respective meanings set forth below:

“ Aggregate Principal Amount ” means (i) in the case of any debt financing, the aggregate principal amount of the debt incurred by the Company in connection with such financing that is or would be required to be reflected on the balance sheet(s) of the Company prepared in accordance with the applicable accounting standards of the Company or, in the event of any disagreement with respect to such amount, as mutually agreed by the Parties in good faith and (ii) in the case of any lease, the amount mutually agreed by the Parties in good faith.

“ Agreement ” has the meaning ascribed to such term in the introductory paragraph.

“ Board ” means the Board of Directors of the Company or an applicable committee thereof.

“ Breaching Party ” has the meaning ascribed to such term in Section 6.02 (b).

“ Business ” means the business of owning and/or chartering (in or out) or re-chartering Container Vessels and any other lawful act or activity customarily conducted in conjunction therewith.

“ Change of Control ” means:

(a)

(b)

an order made for, or the adoption by the Board of a plan of, liquidation or dissolution of the Company;

(c)

(d)

(e)

a change in directors after which a majority of the members of the Board are not Continuing Directors; or

(f)

transaction in which any of the outstanding common shares of the Company are converted into or exchanged for cash, securities or other property or receive a payment of cash, securities or other property, other than any such transaction where the Company’s voting stock outstanding immediately prior to such transaction is converted into or exchanged for voting stock of the surviving or transferee “person” constituting a majority of the outstanding shares of such voting stock of such surviving or transferee “person” immediately after giving effect to such issuance.

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

“ Company ” has the meaning ascribed to such term in the introductory paragraph.

“ Company Indemnified Persons ” has the meaning ascribed to such term in Section 5.04.

“ Container Vessel ” means an ocean-going vessel specifically constructed to transport containerized cargo.

“ Designated Affiliate ” has the meaning ascribed to such term in Section 4.03.

“ Dispose ” (including, as applicable, the term “ Disposition ”) means to (i) offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, assign, distribute or otherwise dispose of, or (ii) establish any “put equivalent position” or liquidate or decrease any “call equivalent position”, or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership, regardless of whether such transaction is to be settled by delivery of securities, cash or other consideration.

“ Effective Date ” has the meaning ascribed to such term in the introductory paragraph.

“ Financing Fee Shares ” has the meaning ascribed to such term in Section 4.01 (c).

“ Financing Fees ” has the meaning ascribed to such term in Section 4.01 (a).

“ Force Majeure Event ” has the meaning ascribed to such term in Section 7.02.

“ GC Entities ” means, collectively, Greater China Industrial Investments LLC and GC Intermodal.

“ GC Intermodal ” means Greater China Intermodal Investments LLC.

“ Greater China ” means the People’s Republic of China, Taiwan and the Special Administrative Regions of Hong Kong and Macau.

“ Greater China Bank ” means a bank or financial institution that is headquartered or has its principal place of business in Greater China.

“ Immediate Family ” includes, with respect to a specified Person, his or her spouse, children, stepchildren, and anyone (other than a tenant or domestic employee) who shares the Person’s home.

“ Lock-Up Period ” has the meaning ascribed to such term in Section 4.01 (e).

“ Losses ” means all losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ fees and expenses) actually suffered or incurred.

“ Manager ” has the meaning ascribed to such term in the introductory paragraph.

“ Manager Group ” has the meaning ascribed to such term in Section 5.01.

“ Manager Indemnified Persons ” has the meaning ascribed to such term in Section 5.03.

“ Manager Misconduct ” has the meaning ascribed to such term in Section 5.01.

“ Manager’s Personnel ” means Graham Porter and all other individuals that are employed by or have entered into consulting arrangements with the Manager.

“ Non-Breaching Party ” has the meaning ascribed to such term in Section 6.02 (b).

“ Non-Greater China Bank ” means any bank or financial institution other than a Greater China Bank.

“ Parties ” means the Manager and the Company, and “Party” means either of them.

“ Payment Date ” has the meaning ascribed to such term in Section 4.01 (b).

“ SC Trading Average ” means, as of a given date, the volume-weighted, average trading price of Common Stock for the 20 trading days immediately preceding such date.

“ Strategic Services ” has the meaning ascribed to such term in Section 3.01.

“ Subsidiary ” means, with respect to any Person, any other Person more than fifty (50%) percent of the voting power of which is held, directly or indirectly, by such first Person

and/or any of such first Person’s Subsidiaries, or over which such Person either directly or indirectly exercises Control (including (i) any limited partnership of which such first Person, directly or indirectly, is the general partner or otherwise has the power to direct or cause the direction of the management and policies thereof and (ii) any limited liability company of which such first Person, directly or indirectly, is the managing member or otherwise has the power to direct or cause the direction of the management and policies thereof).