REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the __ day of __________, 2005, by and among Star Maritime Acquisition Corp., a Delaware corporation (the "Company"), and the undersigned parties...Registration Rights Agreement • December 13th, 2005 • Star Maritime Acquisition Corp. • Blank checks • New York
20,000,000 Units STAR MARITIME ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2005 • Star Maritime Acquisition Corp. • Blank checks • New York
Exhibit 10.9 SUPPLEMENTAL AGREEMENT This Supplemental Agreement is entered into as of this 12th day of January, 2007 by and among (i) Star Maritime Acquisition Corp. ("Star Maritime"), a Delaware corporation, (ii) Star Bulk Carriers Corp. ("Star...Supplemental Agreement • January 17th, 2007 • Star Maritime Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENT This Warrant Agreement (this "Agreement") made as of _________ __, 2005, by and between Star Maritime Acquisition Corp., a Delaware corporation, with offices at c/o Schwartz & Weiss, P.C., 457 Madision Avenue, New York, New York...Warrant Agreement • December 13th, 2005 • Star Maritime Acquisition Corp. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _________, 2005 by and between Star Maritime Acquisition Corp. (the "Company") and American Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's Registration Statement on...Investment Management Trust Agreement • October 26th, 2005 • Star Maritime Acquisition Corp. • Blank checks • New York
20,000,000 Units STAR MARITIME ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2005 • Star Maritime Acquisition Corp. • Blank checks • New York
The undersigned, Star Maritime Acquisition Corp., a Delaware corporation (“Company”), along with the individuals whose names appear on the signature page hereto (but solely with respect to the Sections hereof indicated thereon), hereby confirms its agreement with Maxim Group LLC (“Maxim” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Maxim is acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
18,867,500 Units STAR MARITIME ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2005 • Star Maritime Acquisition Corp. • Blank checks • New York
The undersigned, Star Maritime Acquisition Corp., a Delaware corporation (“Company”), along with the individuals whose names appear on the signature page hereto (but solely with respect to the Sections hereof indicated thereon), hereby confirms its agreement with Maxim Group LLC (“Maxim” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Maxim is acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of ___________ ___, 2005 ("Agreement") by and among Star Maritime Acquisition Corp., a Delaware corporation ("Company"), the undersigned parties listed as Initial Stockholders on the signature...Stock Escrow Agreement • December 13th, 2005 • Star Maritime Acquisition Corp. • Blank checks • New York
25,000,000 Units STAR MARITIME ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 9th, 2005 • Star Maritime Acquisition Corp. • Blank checks • New York
SELECTED DEALER AGREEMENT ------------------------------------------------ Ladies and Gentlemen: 1. Registration under the Securities Act of 1933, as amended ("Securities Act"), of the sale of 18,867,500(1) Units ("Units"), each Unit consisting of one...Selected Dealer Agreement • December 13th, 2005 • Star Maritime Acquisition Corp. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 13th, 2005 • Star Maritime Acquisition Corp. • Blank checks • New York
This Agreement is made as of _________, 2005 by and between Star Maritime Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.Memorandum of Agreement • January 17th, 2007 • Star Maritime Acquisition Corp. • Blank checks • New York
PLACEMENT UNIT AGREEMENTPlacement Unit Agreement • December 13th, 2005 • Star Maritime Acquisition Corp. • Blank checks • New York
PLACEMENT UNIT AGREEMENT (this “Agreement”) made as of this ___ day of December, 2005 among Star Maritime Acquisition Corp., a Delaware corporation (the “Company”), Maxim Group LLC (“Maxim”) and the undersigned (the “Purchasers”).
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.Star Maritime Acquisition Corp. • January 17th, 2007 • Blank checks • New York
IPO SHARE AGREEMENT Star Maritime Acquisition Corp. c/o Schwartz & Weiss, P.C. 457 Madison Avenue New York, New York 10022 Attn: Prokopios (Akis) Tsirigakis Maxim Group LLC 405 Lexington Avenue New York, New York 10174 Attn: Clifford A. Teller...Ipo Share Agreement • December 6th, 2005 • Star Maritime Acquisition Corp. • Blank checks
23 ------------------------------------ Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.Memorandum of Agreement • January 17th, 2007 • Star Maritime Acquisition Corp. • Blank checks • New York
SUBLEASE AND ADMINISTRATIVE SERVICES AGREEMENTSublease and Administrative Services Agreement • December 26th, 2006 • Star Maritime Acquisition Corp. • Blank checks
THIS AGREEMENT (The "Agreement") is made as of the 1st day of December 2006, and is between Blue Diamond Realty, LLC, a Delaware limited liability company (hereinafter referred to as "Lessee") and Star Maritime Acquisition Corp., a Delaware corporation (hereinafter referred to as "Company" or “Sublessee”).
STAR MARITIME ACQUISITION CORP. Schwartz & Weiss, P.C. 457 Madison Avenue New York, New York 10022 Gentlemen: This letter will confirm our agreement, that commencing on the effective date ("Effective Date") of the registration statement of the initial...Star Maritime Acquisition Corp. • June 9th, 2005
This letter will confirm our agreement, that commencing on the effective date ("Effective Date") of the registration statement of the initial public offering ("IPO") of the securities of Star Maritime Acquisition Corp. ("Company") and continuing until the consummation by the Company of a "Business Combination" (as described in the prospectus), Schwartz & Weiss, P.C. ("Firm") shall make available to the Company certain administrative, technology and secretarial services, as well as the use of certain limited office space, including a conference room, in New York City, as may be required by the Company from time to time, situated at 457 Madison Avenue, New York, New York 10022 (or any successor location). In exchange therefor, the Company shall pay to Firm the sum of $7,500 per month (the "Fee") on the Effective Date and continuing monthly thereafter.
STAR MARITIME ACQUISITION CORP. December 22, 2006Star Maritime Acquisition Corp. • December 26th, 2006 • Blank checks • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG STAR BULK CARRIERS CORP. and STAR MARITIME ACQUISITION CORP. Dated as of March 14, 2007Agreement and Plan of Merger • March 15th, 2007 • Star Maritime Acquisition Corp. • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 14, 2007 by and among Star Bulk Carriers Corp., a corporation organized under the laws of the Republic of the Marshall Islands (“Star Bulk”) and Star Maritime Acquisition Corp., a corporation organized under the laws of the State of Delaware (“Star Maritime”).
Star Maritime Acquisition Corp. c/o Schwartz & Weiss, P.C. 457 Madison Avenue New York, New York 10022 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 Re: Star Maritime Acquisition Corp. Gentlemen: This letter will confirm the agreement of the...Star Maritime Acquisition Corp. • August 9th, 2005 • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Star Maritime Acquisition Corp. ("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 one Warrant. The shares of Common Stock and Warrants will not be separately tradable until 20 trading days after the earlier to occur of the expiration of the underwriters' over-allotment option or its exercise in full unless Maxim Group LLC ("Maxim") informs the Company of its decision to allow earlier separate trading.
Star Maritime Acquisition Corp. c/o Schwartz & Weiss, P.C. 457 Madison Avenue New York, New York 10022Star Maritime Acquisition Corp. • June 9th, 2005
Exhibit 10.10 MASTER AGREEMENT dated as of January 12, 2007Master Agreement • January 17th, 2007 • Star Maritime Acquisition Corp. • Blank checks • New York
