REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 13th, 2004 • International Shipping Enterprises, Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2004, by and among: International Shipping Enterprises, Inc., a Delaware corporation (the “Company”); and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between INTERNATIONAL SHIPPING ENTERPRISES, INC. and SUNRISE SECURITIES CORP. Dated: , 2004Underwriting Agreement • October 13th, 2004 • International Shipping Enterprises, Inc. • New York
The undersigned, International Shipping Enterprises, Inc., a Delaware corporation (“Company”), hereby confirms its agreement with Sunrise Securities Corp. (being referred to herein variously as “you,” “Sunrise” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Sunrise is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
UNDERWRITING AGREEMENT between INTERNATIONAL SHIPPING ENTERPRISES, INC. and SUNRISE SECURITIES CORP. Dated: , 2004Underwriting Agreement • November 29th, 2004 • International Shipping Enterprises, Inc. • Blank checks • New York
The undersigned, International Shipping Enterprises, Inc., a Delaware corporation (“Company”), hereby confirms its agreement with Sunrise Securities Corp. (being referred to herein variously as “you,” “Sunrise” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Sunrise is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • November 29th, 2004 • International Shipping Enterprises, Inc. • Blank checks • New York
Agreement made as of , 2004 between International Shipping Enterprises, Inc., a Delaware corporation, with offices at 1225 Franklin Avenue, Suite 325, Garden City, New York 11530 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
SUNRISE SECURITIES CORP. 25TH FLOOR NEW YORK, NEW YORK 10022 SELECTED DEALERS AGREEMENTSelected Dealers Agreement • November 29th, 2004 • International Shipping Enterprises, Inc. • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 29th, 2004 • International Shipping Enterprises, Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2004 (“Agreement”), by and among INTERNATIONAL SHIPPING ENTERPRISES, INC., a Delaware corporation (“Company”), ANGELIKI FRANGOU, VASILIKI PAPAEFTHYMIOU, SPYRIDON MAGOULAS, JULIAN DAVID BRYNTESON and JOHN STRATAKIS (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Dated 12 July 2005 US$520,000,000 FACILITIES AGREEMENT for INTERNATIONAL SHIPPING ENTERPRISES, INC. arranged by HSH NORDBANK AG as Mandated Lead Arranger with HSH NORDBANK AG acting as Agent and HSH NORDBANK AG acting as Security AgentFacilities Agreement • July 15th, 2005 • International Shipping Enterprises, Inc. • Blank checks • England and Wales
approximately 15 hectares of land and having two docks, one of 240 meters long and another of 170 meters long, situate at the Free Zone of Nueva Palmira, Colonia, Uruguay (and including all buildings, silos and equipment located at the relevant area), as the same may from time to time be further developed, refurbished, redesigned, expanded or improved.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 29th, 2004 • International Shipping Enterprises, Inc. • Blank checks • New York
This Agreement is made as of , 2004 by and between International Shipping Enterprises, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
INTERNATIONAL SHIPPING ENTERPRISES, INC.International Shipping Enterprises, Inc. • April 18th, 2005 • Blank checks • Delaware
This letter will set forth our agreement to reimburse you for advances to, and payments made on behalf of, International Shipping Enterprises, Inc. (the “Company”) in connection with the Company’s proposed acquisition of Navios Maritime Holdings Inc. (the “Proposed Acquisition”).
International Shipping Enterprises, Inc. Garden City, NY 11530 May 27, 2005International Shipping Enterprises, Inc. • June 3rd, 2005 • Blank checks
Reference is hereby made to the Stock Purchase Agreement dated February 28, 2005 (“SPA”) among Navios Maritime Holdings, Inc. (“Navios”), the Shareholders of Navios, the Shareholders Agent, and International Shipping Enterprises, Inc. (“ISE”). Capitalized terms used herein but not otherwise defined herein shall have such meanings as defined in the SPA. We have agreed to amend and modify the SPA as follows:
The Intelligent Office Office Service AgreementIntelligent Office • October 13th, 2004 • International Shipping Enterprises, Inc. • New York
This Agreement is dated September 14, 2004 and is entered into in Nassau County, New York, by and between SCORY LLC, DBA The Intelligent Office hereinafter “TIO”) and International Shipping (hereinafter “Client”).
EXHIBIT A Shareholders EXHIBIT B [Intentionally Left Blank] EXHIBIT C [Intentionally Left Blank] EXHIBIT D [Intentionally Left Blank] EXHIBIT E Shareholders’ Agent Agreement EXHIBIT F-1 Navios Confidentiality Agreement, dated February 9, 2005 EXHIBIT...International Shipping Enterprises, Inc. • May 27th, 2005 • Blank checks
International Shipping Enterprises, Inc. Garden City, NY 11530Stock Purchase Agreement • July 15th, 2005 • International Shipping Enterprises, Inc. • Blank checks
Reference is hereby made to the Stock Purchase Agreement dated February 28, 2005, as amended May 27, 2005 (“SPA”) among Navios Maritime Holdings, Inc. (“Navios”), the Shareholders of Navios, the Shareholders’ Agent, and International Shipping Enterprises, Inc. (“ISE”). Capitalized terms used herein but not otherwise defined herein shall have such meanings as defined in the SPA. We have agreed to amend and modify the SPA as follows:
STOCK PURCHASE AGREEMENT AMONG NAVIOS MARITIME HOLDINGS INC., NAVIOS MARITIME HOLDINGS INC. SHAREHOLDERS, ROBERT SHAW AND BRUCE HOAG (AS SHAREHOLDERS’ AGENT) AND INTERNATIONAL SHIPPING ENTERPRISES, INC. (BUYER) February 28, 2005Stock Purchase Agreement • April 18th, 2005 • International Shipping Enterprises, Inc. • Blank checks • New York
STOCK PURCHASE AGREEMENT (this “Agreement”) dated February 28, 2005 among International Shipping Enterprises, Inc. a Delaware corporation (“Buyer”), the Navios Maritime Holdings Inc. shareholders identified on Exhibit A hereto (each a “Shareholder” and collectively the “Shareholders”), Navios Maritime Holdings Inc. a Marshall Islands corporation (the “Company”), and Robert Shaw and Bruce Hoag, as designated agent on behalf of [certain] Shareholders (the “Shareholders’ Agent”). Capitalized terms used herein are defined in the glossary set forth in Section 11.13. All amounts set forth herein are in United States dollars.
October 8, 2004 Sunrise Securities Corp. 641 Lexington Avenue 25th Floor New York, New York 10022International Shipping Enterprises, Inc. • October 13th, 2004
This letter will confirm the agreement of the undersigned to purchase warrants (“Warrants”) of International Shipping Enterprises, Inc. (“Company”) included in the units (“Units”) being sold in the Company’s initial public offering (“IPO”) upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company’s IPO unless Sunrise Securities Corp. (“Sunrise”) informs the Company of its decision to allow earlier separate trading.
November 23, 2004 Sunrise Securities Corp. 641 Lexington Avenue 25th Floor New York, New York 10022International Shipping Enterprises, Inc. • November 29th, 2004 • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants (“Warrants”) of International Shipping Enterprises, Inc. (“Company”) included in the units (“Units”) being sold in the Company’s initial public offering (“IPO”) upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company’s IPO unless Sunrise Securities Corp. (“Sunrise”) informs the Company of its decision to allow earlier separate trading.
