20,000,000 Units SEANERGY MARITIME CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 17th, 2007 • Seanergy Maritime Corp. • Blank checks • New York
Seanergy Maritime Corp., a Marshall Islands corporation (“Company”), 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:
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Seanergy Maritime Corp. • July 10th, 2007 • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) , 2008 [SIX MONTHS FROM EFFECTIVE DATE] AND (II) THE CONSUMMATION BY SEANERGY MARITIME CORP. (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (A “BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY LOCAL TIME, ON , 2012 [FIVE YEARS FROM EFFECTIVE DATE].
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Seanergy Maritime Corp. • October 4th, 2007 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) MARCH 24, 2008 AND (II) THE CONSUMMATION BY SEANERGY MARITIME CORP. (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (A “BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY LOCAL TIME, ON SEPTEMBER 24, 2012.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 10th, 2007 • Seanergy Maritime Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___day of , 2007, by and among Seanergy Maritime Corp., a company organized under the laws of the Republic of the Marshall Islands (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • September 4th, 2007 • Seanergy Maritime Corp. • Blank checks • New York
This Right of First Refusal and Corporate Opportunities Agreement (this “Agreement”) is made as of August 31, 2007 by and between Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”) and Hellasco Transport Ltd. (“Hellasco”) in connection with the Company’s proposed initial public offering (the “IPO”) of units of the Company in the United States pursuant to a registration statement on Form F-1 (as amended, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission.
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • September 4th, 2007 • Seanergy Maritime Corp. • Blank checks • New York
This Right of First Refusal and Corporate Opportunities Agreement (this “Agreement”) is made as of August 31, 2007 by and between Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”) and RBB Shipping GmbH (“RBB”) in connection with the Company’s proposed initial public offering (the “IPO”) of units of the Company in the United States pursuant to a registration statement on Form F-1 (as amended, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 17th, 2007 • Seanergy Maritime Corp. • Blank checks • New York
This Agreement is made as of [ ], 2007 by and between Seanergy Maritime Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • October 4th, 2007 • Seanergy Maritime Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of September 28, 2007, by and between Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”), with offices at c/o Balthellas Chartering S.A., 10, Amfitheas Avenue, 17564 P. Faliro, Athens, Greece, and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”), with offices at 17 Battery Place, New York, New York 10004.
VOTING AGREEMENTVoting Agreement • May 22nd, 2008 • Seanergy Maritime Corp. • Blank checks • New York
This Voting Agreement dated as of May 20, 2008 is entered into by and among Panagiotis Zafet and Simon Zafet (together, the “Former Shareholders”), and United Capital Investments Corp., Atrion Shipholding S.A., Plaza Shipholding Corp., and Comet Shipholding, Inc. (collectively, the “Investors”), and Georgios Koutsolioutsos, Alexios Komninos and Ioannis Tsigkounakis (collectively, the “Inside Shareholders”), as shareholders or beneficial owners of interests in stock of Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”), as the case may be (the Former Shareholders, the Investors and the Inside Shareholders are individually a “Shareholder” and collectively, the “Shareholders” when referred to with respect to either or both of the Company and Buyer), and the Company, as the sole shareholder of Seanergy Merger Corp., a Marshall Islands corporation (“Buyer”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 4th, 2007 • Seanergy Maritime Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of September 28, 2007 (the “Agreement”) by and among Seanergy Maritime Corp., a Marshall Islands company (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2007 • Seanergy Maritime Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 28th day of September 2007, by and among Seanergy Maritime Corp., a company organized under the laws of the Republic of the Marshall Islands (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • September 4th, 2007 • Seanergy Maritime Corp. • Blank checks • New York
This Right of First Refusal and Corporate Opportunities Agreement (this “Agreement”) is made as of August 31, 2007 by and between Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”) and Equity Shipping Ltd. (“Equity”) in connection with the Company’s proposed initial public offering (the “IPO”) of units of the Company in the United States pursuant to a registration statement on Form F-1 (as amended, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission.
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • September 4th, 2007 • Seanergy Maritime Corp. • Blank checks • New York
This Right of First Refusal and Corporate Opportunities Agreement (this “Agreement”) is made as of August 31, 2007 by and between Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”) and Balthellas Chartering SA (“Balthellas”) in connection with the Company’s proposed initial public offering (the “IPO”) of units of the Company in the United States pursuant to a registration statement on Form F-1 (as amended, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 4th, 2007 • Seanergy Maritime Corp. • Blank checks • New York
This Agreement is made as of September 24, 2007 by and between Seanergy Maritime Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
AMENDMENT TO VOTING AGREEMENTVoting Agreement • July 29th, 2008 • Seanergy Maritime Corp. • Blank checks • New York
THIS AMENDMENT (this “Amendment”) to that certain Voting Agreement, dated as of May 20, 2008, as amended (the “Voting Agreement”), entered into by and among Panagiotis Zafet and Simon Zafet (together, the “Former Shareholders”), and United Capital Investments Corp., Atrion Shipholding S.A., Plaza Shipholding Corp., and Comet Shipholding, Inc. (collectively, the “Investors”), and Georgios Koutsolioutsos, Alexios Komninos and Ioannis Tsigkounakis (collectively, the “Inside Shareholders”), as shareholders or beneficial owners of interests in stock of Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”), as the case may be (the Former Shareholders, the Investors and the Inside Shareholders are individually a “Shareholder” and collectively, the “Shareholders” when referred to with respect to either or both of the Company and Buyer), and the Company, as the sole shareholder of Seanergy Merger Corp., a Marshall Islands corporation (“Buyer”) is executed on July 25, 2008;
Appendix to Memorandum of Agreement code-name SALEFQRM 1993-dated - 54,000 DWT “DELOS RANGER”- Hull Ko. K21E Clause 17 Flag and registratteftSeanergy Maritime Corp. • May 28th, 2008 • Blank checks
It is the intention of’the parties that the Vessel will be delivered to the Buyers as soon as is reasonably possible following delivery of the Vessel to the Sellers by the Builders. Notwithstanding the foregoing, if the Initial Closing has not taken place by the date falling 30 days prior to the anticipated date of delivery of the Vessel by the Builders to the Sellers (and the Master Agreement has not been terminated), then the Sellers may by notice in writing to the Buyers elect to retain ownership of the Vessel and trade the Vessel until such time after the Initial Closing that the Vessel is next free of cargo in a non-USA, non-Australian port. In such case, and notwithstanding any provision of this Agreement to the contrary, the Vessel shall be delivered and taken over by the Buyers safely afloat at such safe and accessible port, anchorage and/or safe and accessible berth always safely afloat at the Sellers’ option (place of delivery in accordance with Vessel’s trade/charter obligat
MEMORANDUM OF AGREEMENT. ships Adopted by The Baltic and International Maritime Council(BlMCO) in 1956 Dated: Code-name SALEFORM 1993 [ Revised 1966, 1983 and GOLDIE NAVIGATION LTD — MARSHALL ISLANDS hereinafter called the Sellers, have agreed to...Seanergy Maritime Corp. • May 28th, 2008 • Blank checks
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal and Corporate Opportunities Agreement • July 10th, 2007 • Seanergy Maritime Corp. • New York
This Right of First Refusal and Corporate Opportunities Agreement (this “Agreement”) is made as of , 2007 by and between Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”) and , a corporation (“ ”) in connection with the Company’s proposed initial public offering (the “IPO”) of units of the Company in the United States pursuant to a registration statement on Form F-1 (as amended, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission.
ContractSeanergy Maritime Corp. • May 28th, 2008 • Blank checks • New York
MEMORANDUM OF AGREEMENT Dated: 20 May 2008 PAVEY SERVICES LTD -BRITISH VIRGIN ISLANDS hereinafter called the Sellers, have agreed to sell, and SEANERGY MARITIME CORP. of Marshall Islands or Guaranteed nominee hereinafter called the Buyers, have agreed to buy Name: BREMEN MAX Classification Society/Class: Built: 1993 Flag: I.O.M. Call Sign: MGQL2 Register Number: Bureau Veritas 06248T By: HYUNDAI HEAVY, ULSAN, S. KOREA Place of Registration: DOUGLAS Grt/Nrt: 39012124407 737473 hereinafter called the Vessel on the following terms and conditions: Definitions SALEFORM 1993 1966. 1983 2 3 4 5 6 7 8 9 10 “Banking days” are days on which banks are open both in the country of the currency 11 stipulated for the Purchase Price in Clause 1 and in the place of closing stipulated in Clause 8. 12 “In writing” or ‘written” means a letter handed over from the Sellers to the Buyers or vice versa, 13 a registered letter, telex, telefax or other modern form of written communication. 14 “Classification So
20,000,000 Units SEANERGY MARITIME CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 4th, 2007 • Seanergy Maritime Corp. • Blank checks • New York
Seanergy Maritime Corp., a Marshall Islands corporation (“Company”), 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 SURRENDER AGREEMENTStock Surrender Agreement • July 10th, 2007 • Seanergy Maritime Corp. • New York
This Stock Surrender Agreement (the “Agreement”) dated as of February 20, 2007, by and among the individuals listed on Schedule A (each an “Insider” and collectively, “Insiders”) and Seanergy Maritime Corp. (the “Company”).
ContractSeanergy Maritime Corp. • May 28th, 2008 • Blank checks
MEMORANDUM OF AGREEMENT Norwegian shiphrokers’ assocation’s vemo randum of agreement for sale and purchase of ships adopred by The balance and Intercoucil (BIMOCO)in 1956 SALEFORM 1993 Revised 1996 .1983 1986/87and Dated: 20 May 2008 KALISTOS MARITME CORP. of Marshall Islands or Guaaranteed nominee
AMENDMENT TO MASTER AGREEMENTMaster Agreement • July 29th, 2008 • Seanergy Maritime Corp. • Blank checks • New York
THIS AMENDMENT (this “Amendment”) to that certain Master Agreement, dated as of May 20, 2008, as amended (the “Master Agreement”), by and among Seanergy Maritime Corp., a Marshall Islands corporation (“Seanergy”), Seanergy Maritime Holdings Corp. (f/k/a Seanergy Merger Corp.), a Marshall Islands corporation (“Buyer” which expression shall include its subsidiary nominees), the Sellers and the Investors (each as defined in the Master Agreement) is executed on July 25, 2008;
documents as soon as possible after the date of this Agreement.-— —— 196 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of 197 Delivery and Acceptance confirming the date and time of delivery of the...Seanergy Maritime Corp. • May 28th, 2008 • Blank checks
Plans/drawings/instructionbooks relative to main engine and auxiliaries/SOPEP/publications as on board, etc., which are on board the Vessel. Other certificates which are on board the Vessel 201
WARRANT AGREEMENTWarrant Agreement • July 10th, 2007 • Seanergy Maritime Corp. • New York
This Warrant Agreement (this “Agreement”) made as of [ ], 2007, by and between Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”), with offices at c/o Balthellas Chartering S.A., 10, Amfitheas Avenue, 17564 P. Faliro, Athens, Greece, and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”), with offices at 17 Battery Place, New York, New York 10004.
MASTER AGREEMENT BY AND AMONG SEANERGY MARITIME CORP., SEANERGY MERGER CORP., THE INVESTORS and THE SELLERS Dated as of May 20, 2008Master Agreement • May 28th, 2008 • Seanergy Maritime Corp. • Blank checks • New York
This MASTER AGREEMENT, dated as of May 20, 2008 (this “Agreement”), is made by and among Seanergy Maritime Corp., a Marshall Islands corporation (“Seanergy”), Seanergy Merger Corp., a Marshall Islands corporation (“Buyer” which expression shall include its subsidiary nominees), the entities listed on Schedule 1 hereto (each, a “Seller” and collectively, the “Sellers”) and the entities listed on Schedule 2 hereto (each, an “Investor” and, collectively, the “Investors”).
SEANERGY MARITIME CORP.Seanergy Maritime Corp. • July 10th, 2007
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 Seanergy Maritime Corp. (“Company”) and continuing until the consummation by the Company of a “Business Combination” (as described in the prospectus), Diadochi Chi Alvertou Zafet S.A. (“You”) shall make available to the Company certain technology and administrative and secretarial services, as well as the use of certain limited office space, including a conference room, in [ ], Marshall Islands, as may be required by the Company from time to time, situated at [ ], Marshall Islands (or any successor location). In exchange therefor, the Company shall pay to You the sum of $7,500 per month (the “Fee”) on the Effective Date and continuing monthly thereafter.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 10th, 2007 • Seanergy Maritime Corp. • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this ___ day of ___, 2007 for the benefit of Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”), having its principal place of business at 641 Fifth Avenue, New York, NY 10022 by the person or entity listed on the signature page hereto under the heading “Subscriber” (the “Subscriber”).
MASTER AGREEMENT BY AND AMONG SEANERGY MARITIME CORP., SEANERGY MERGER CORP., THE INVESTORS and THE SELLERS Dated as of May 20, 2008Master Agreement • May 22nd, 2008 • Seanergy Maritime Corp. • Blank checks • New York
This MASTER AGREEMENT, dated as of May 20, 2008 (this “Agreement”), is made by and among Seanergy Maritime Corp., a Marshall Islands corporation (“Seanergy”), Seanergy Merger Corp., a Marshall Islands corporation (“Buyer” which expression shall include its subsidiary nominees), the entities listed on Schedule 1 hereto (each, a “Seller” and collectively, the “Sellers”) and the entities listed on Schedule 2 hereto (each, an “Investor” and, collectively, the “Investors”).
