ALMA MARITIME LIMITED (a Marshall Islands corporation) 11,250,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • March 23rd, 2010 • Alma Maritime LTD • Deep sea foreign transportation of freight • New York
STOCKHOLDERS RIGHTS AGREEMENTStockholders Rights Agreement • March 22nd, 2010 • Alma Maritime LTD • Deep sea foreign transportation of freight • New York
Redemption of Rights: The company can redeem the rights at any time prior to a public announcement that a person has acquired ownership of 15% or more of the company’s common stock.
SHIPBUILDING CONTRACT FOR THE CONSTRUCTION OF ONE (1) 158,000 DWT CLASS CRUDE OIL CARRIER HULL NO.2303 BETWEEN SUEZ PEARL LIMITED (AS BUYER) AND HYUNDAI HEAVY INDUSTRIES CO. LTD (AS BUILDER)Shipbuilding Contract • March 12th, 2010 • Alma Maritime LTD • England
THIS CONTRACT is made on this 2nd day of June, 2008 by and between SUEZ PEARL LIMITED (hereinafter called the “BUYER”), a corporation incorporated and existing under the laws of The Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, the party of the first part and HYUNDAI HEAVY INDUSTRIES CO., LTD., a company organized and existing under the laws of the Republic of Korea, having its registered office at 1, Jeonha-Dong, Dong-Gu, Ulsan, Korea (hereinafter called the “BUILDER”), the party of the second part,
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 12th, 2010 • Alma Maritime LTD • New York
REGISTRATION RIGHTS AGREEMENT is dated as of March , 2010 and is by and among ALMA MARITIME LIMITED, a Marshall Islands corporation (the “Company”), and Gallery Services Limited, a Marshall Islands company, Kingsway Navigation Ltd., a Marshall Islands company, Maas Capital Investments B.V., a company organized under the laws of The Netherlands, and MK Maritime LLC, a limited liability company formed under the laws of Delaware (the “Stockholders”).
LETTER OF GUARANTEE NO. M0902-806-LG-00064Alma Maritime LTD • March 12th, 2010 • London
In consideration of you entering in the shipbuilding contract dated June 2, 2008 (hereinafter called “CONTRACT”) made by and between SUEZ JADE LIMITED of Marshall Islands (hereinafter called the “BUYER”) and Hyundai Heavy Industries Co., Ltd., Ulsan, Korea (hereinafter called the “BUILDER”) for the construction by the BUILDER and the purchase by the BUYER of one (1) 158,000 DWT Class Crude Oil Carrier having the BUILDER’S Hull No.2302 (hereinafter called the “VESSEL”), we hereby open our irrevocable letter of guarantee number M0902-806-LG-00064 in favour of the BUYER for account of the BUILDER as follows.
ContractMemorandum of Agreement • March 12th, 2010 • Alma Maritime LTD • London
MEMORANDUM OF AGREEMENT Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by the Baltic and International Maritime Council (BIMCO) in 1956. Code-name SALEFORM 1993
ALMA MARITIME LIMITED - and - EMPIRE NAVIGATION INC. MANAGEMENT AGREEMENTManagement Agreement • March 22nd, 2010 • Alma Maritime LTD • Deep sea foreign transportation of freight • England
SUBSCRIPTION AGREEMENTSubscription Agreement • March 23rd, 2010 • Alma Maritime LTD • Deep sea foreign transportation of freight • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of March , 2010, is entered into by and between Alma Maritime Limited, a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Corporation”), and Gallery Services Ltd., a Marshall Islands corporation (the “Purchaser”).
ContractMemorandum of Agreement • March 15th, 2010 • Alma Maritime LTD • Deep sea foreign transportation of freight • London
MEMORANDUM OF AGREEMENT Dated: as of 11 March 2010 Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956. Code-name SALEFORM 1993
To: Hyundai Heavy Industries Co., Ltd. 1, Jeonha-Dong, Dong-Gu, Ulsan, Korea (the “Builder”)Alma Maritime LTD • March 18th, 2010 • Deep sea foreign transportation of freight
SHIPBUILDING CONTRACTShipbuilding Contract • March 12th, 2010 • Alma Maritime LTD • England
THIS CONTRACT is made on this 2nd day of June, 2008 by and between SUEZ TOPAZ LIMITED (hereinafter called the “BUYER”), a corporation incorporated and existing under the laws of The Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, the party of the first part and HYUNDAI HEAVY INDUSTRIES CO., LTD., a company organized and existing under the laws of the Republic of Korea, having its registered office at 1, Jeonha-Dong, Dong-Gu, Ulsan, Korea (hereinafter called the “BUILDER”), the party of the second part,
LOAN AGREEMENTLoan Agreement • March 12th, 2010 • Alma Maritime LTD
The Lenders have agreed to make available to the Borrowers a facility of up to US$111,600,000 in one advance, but not exceeding the lesser of (i) 67.245119% of the amount of the First Instalments for each of the Ships and (ii) 13.449023% of the amount of the Contract Price of each of the Ships, for the purpose of providing bridge financing for part of the cost of the First Instalment of each Ship due to the Builder under the Shipbuilding Contracts.
