Letter Agreement



 Exhibit 10.1 
 December 27, 2012 
 Seaspan Corporation 

Unit 2, 7th Floor Bupa Centre 
 141 Connaught
Road West 
 Hong Kong, China 

Attention: Chief Financial Officer 
 Re:
Washington Family Agreement to Participate in Dividend Reinvestment Plan 
 Gentlemen: 

Reference is made to the Amended and Restated Shareholders Rights Agreement dated April 19, 2011, as amended by Amendment No. 1
dated January 27, 2012 and Amendment No. 2 to be dated on or about the date hereof (collectively, the “Rights Agreement”), between Seaspan Corporation (the “Corporation”) and American Stock
Transfer & Trust Company, LLC, as Rights Agent. Capitalized terms used but not defined in this letter agreement shall have the meanings assigned to such terms in the Rights Agreement. 

The Corporation and the Washington Family have discussed the proposed amendments set forth in Amendment No. 2 to the Rights
Agreement (“Amendment No. 2”). To induce the Corporation to enter into Amendment No. 2, each of the undersigned members of the Washington Family agrees and covenants that, to the extent that he or it Beneficially Owns, as
of the date hereof or hereafter, Common Shares or Series A shares (collectively, “Shares”), he or it will fully participate in the Corporation’s Dividend Reinvestment Plan (the “DRIP”) with respect to any and
all cash dividends paid on such Shares through and for the quarter ending March 31, 2015. 
 The undersigned members of the
Washington Family (a) represent and warrant to the Corporation that no other member of the Washington Family Beneficially Owns Shares as of the date hereof and (b) agree that they will not transfer any Shares to any other member of the
Washington Family or permit any other member of the Washington Family to acquire Beneficial Ownership of any Shares, in each case without first causing such other member of the Washington Family to agree to the terms of this letter agreement for the
benefit of the Corporation. 
 It is understood and agreed that money damages would not be a sufficient remedy for any breach of
this letter agreement by any of the members of the Washington Family and that the Corporation shall be entitled to equitable relief, including, without limitation, injunction and specific performance, as a remedy for any such breach. Such remedies
shall not be deemed to be the exclusive remedies for a breach of this letter agreement, but shall be in addition to all other remedies available at law or in equity. 
 This letter agreement (a) sets forth the entire understanding and agreement between the parties hereto with respect to the subject matter hereof, (b) may be executed 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, (c) shall be interpreted, enforced and governed by and under the laws of British Columbia, and any disputes shall be arbitrated
or litigated in Vancouver, British 







 
Columbia, (d) shall not be modified or amended except by a written instrument signed by the parties hereto and (e) shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, assigns, heirs and personal representatives. 
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	DEEP WATER HOLDINGS, LLC
		
	By:	 	     /s/ Lawrence R. Simkins

	 Lawrence R. Simkins, Manager

	
	THE ROY DENNIS WASHINGTON REVOCABLE LIVING TRUST CREATED UNDER AGREEMENT DATED NOVEMBER 16, 1987, INCLUDING ALL SUBSEQUENT AMENDMENTS, MODIFICATION AND
RESTATEMENTS
		
	By:	 	     /s/ Dennis R. Washington

	 Dennis R. Washington, Trustee

	
	DENNIS R. WASHINGTON
	
	     /s/ Dennis R. Washington

	Dennis R. Washington
	
	KYLE ROY WASHINGTON
	
	     /s/ Kyle Roy Washington

	Kyle Roy Washington
	
	KEVIN LEE WASHINGTON
	
	     /s/ Kevin Lee Washington

	Kevin Lee Washington
	
	THE KYLE ROY WASHINGTON 1999 TRUST II
		
	By:	 	     /s/ Christopher Hawks

	Christopher Hawks, President, Copper Lion, Inc., Trustee
	
	THE KEVIN LEE WASHINGTON 1999 TRUST II
		
	By:	 	     /s/ Christopher Hawks

	Christopher Hawks, President, Copper Lion, Inc., Trustee









 
			
	KYLE ROY WASHINGTON 2005 IRREVOCABLE TRUST CREATED UNDER AGREEMENT DATED JULY 15, 2005, INCLUDING ALL SUBSEQUENT AMENDMENTS, MODIFICATIONS AND
RESTATEMENTS
		
	By:	 	     /s/ Christopher Hawks

	Christopher Hawks, President, Copper Lion, Inc., Trustee
	
	COPPER LION, INC.
		
	By:	 	     /s/ Christopher Hawks

	Christopher Hawks, President, Copper Lion, Inc.









 ACKNOWLEDGED AND AGREED as of the date first written above: 

 

			
	SEASPAN CORPORATION
		
	 By:
	 	     /s/ Sai W. Chu

	 Sai W. Chu, Chief Financial Officer