WARRANT AGREEMENTWarrant Agreement • July 20th, 2011 • Nautilus Marine Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 14, 2011, is by and between Nautilus Marine Acquisition Corp., a Marshall Islands corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • June 1st, 2011 • Nautilus Marine Acquisition Corp • Blank checks • Marshall Islands
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2011, by and between Nautilus Marine Acquisition Corp., a Marshall Islands corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 20th, 2011 • Nautilus Marine Acquisition Corp • Blank checks • New York
This agreement (“Agreement”) is made as of July 14, 2011 by and between Nautilus Marine Acquisition Corp. (the “Company”), a Marshall Islands corporation and American Stock Transfer & Trust Company (“Trustee”) located at 59 Maiden Lane, New York, New York 10038. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.
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,...Nautilus Marine Acquisition Corp • June 1st, 2011 • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 17th, 2011 • Nautilus Marine Acquisition Corp • Blank checks • New York
This agreement (“Agreement”) is made as of [ ], 2011 by and between Nautilus Marine Acquisition Corp. (the “Company”), a Marshall Islands corporation and American Stock Transfer & Trust Company (“Trustee”) located at 59 Maiden Lane, New York, New York 10038. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.
NAUTILUS MARINE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 2011 • Nautilus Marine Acquisition Corp • Blank checks • New York
The undersigned, Nautilus Marine Acquisition Corp., a corporation organized under the laws of the Marshall Islands (“Company”), hereby confirms its agreement with Maxim Group LLC (“Maxim”) and with the other underwriters named on Schedule I hereto for which Maxim is acting as representative (Maxim, in its capacity as representative, is referred to herein variously as “you,” or the “Representative”; the Representative and the other underwriters are collectively referred to as the “Underwriters” or, individually, an “Underwriter”) as follows:
Nautilus Marine Acquisition Corp.Nautilus Marine Acquisition Corp • February 4th, 2013 • Deep sea foreign transportation of freight
The undersigned, Nautilus Marine Acquisition Corp. (the ‘Company’), a Marshall Islands corporation which will establish a Law 89 branch in Greece as a wholly-owned subsidiary (the ‘Law 89 Subsidiary’) representing the Company in Greece, is entering into this employment agreement with you effective as of the date of closing (the ‘Effective Date’) of the Company’s Offer-To-Purchase (the ‘Transaction’) and will assign this contract to such Law 89 Subsidiary as of the Effective Date. As of the Effective Date, the Company will begin to employ you in the capacity of Co-Chief Executive Officer of NAUTILUS Group and your desire to be so employed by the NAUTILUS Group, upon the terms and conditions set forth in this letter agreement In this Agreement, the term “the Nautilus Group” means and includes the Company and each of its controlled subsidiaries as the Board of directors of the Company (the “Board of Directors”) or such subsidiary shall so designate.
NAUTILUS MARINE ACQUISITION CORP. Maroussi 15125 Athens, GreeceLetter Agreement • June 17th, 2011 • Nautilus Marine Acquisition Corp • Blank checks
This letter agreement (the “Agreement”) by the undersigned officer, director and/or initial shareholder of Nautilus Marine Acquisition Corp. (“Company”) is made in consideration of Maxim Group LLC (“Maxim”) pursuing an underwritten initial public offering of the securities of the Company (“IPO”).
ContractNautilus Marine Acquisition Corp • April 18th, 2013 • Deep sea foreign transportation of freight • New York
THIS NOTE AND ANY SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY U.S. STATE OR NON-U.S. SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND, IN ADDITION TO ANY RESTRICTIONS ON TRANSFER CONTAINED HEREIN, MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2011 • Nautilus Marine Acquisition Corp • Blank checks • Marshall Islands
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ] 2011, by and between Nautilus Marine Acquisition Corp., a Marshall Islands corporation (the “Company”) and each holder identified on the signature page hereto (each an “Initial Securityholder” and collectively, the “Initial Securityholders).
Ajeltake Island Majuro, Marshall Islands MH 96960 Re: Consultancy AgreementNautilus Marine Acquisition Corp • February 4th, 2013 • Deep sea foreign transportation of freight
The undersigned, Nautilus Marine Acquisition Corp.., a Marshall Islands corporation having its registered office at Ajeltake Island, Majuro, Marshall Islands MH 96960 (the “Company”) is entering into this Consultancy Agreement with DONAVA HOLDINGS INC., a Marshall Islands corporation having its registered office at Ajeltake Island, Majuro, Marshall Islands MH 96960 (the “Consultant”) as of the date (the “Effective Date”) of the date of closing of the Company’s Offer To Purchase (OTP) (the “Transaction”) to engage the Consultant in the capacity of consultant to the Company, and the Consultant desires to be so engaged by the Company, upon the terms and conditions set forth in this letter agreement (“Agreement”). As used in this Agreement, the term “the Nautilus Group” means and includes the Company and each of its subsidiaries and affiliates from time to time. For purposes of this Agreement, an “affiliate” of a person or other entity shall mean a person or other entity that directly or i
LOCK-UP AND PUT OPTION AGREEMENTLock-Up and Put Option Agreement • December 7th, 2012 • Nautilus Marine Acquisition Corp • Blank checks • New York
This LOCK-UP AND PUT OPTION AGREEMENT (this “Agreement”) is made and entered into as of November 12, 2012, by and between _________ (“Holder”), and Nautilus Marine Acquisition Corp., a Marshall Islands corporation (“Company”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 7th, 2012 • Nautilus Marine Acquisition Corp • Blank checks • London
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 5th day of December, 2012, by and among Oil and Gas Ships Investor Limited (“O&G”), Vega Resource Group AS (“Vega Resource”, and together with O&G, the “Sellers”), Assetplus Limited, a Cyprus company (“APL”), and Nautilus Marine Acquisition Corp., a Marshall Islands corporation (“Nautilus”). The Sellers, APL and Nautilus are jointly referenced in this Agreement as the “Parties” and each individually as a “Party.”
Nautilus Marine Acquisition Corp.Nautilus Marine Acquisition Corp • June 1st, 2011 • Blank checks • Marshall Islands
We are pleased to confirm the offer from Orca Marine Corp. and Astra Maritime Inc. (each a “Subscriber” and collectively, “Subscribers”) purchase an aggregate of 1,725,000 shares of common stock (after giving effect to the 3,450 for 1 forward split effectuated on November 22, 2010) (the “Shares”), par value $0.0001 per share (the “Common Stock”) up to 225,000 of which Shares are subject to complete or partial forfeiture (the “forfeiture”) by you if the underwriters of the initial public offering (“IPO”) of Nautilus Marine Acquisition Corp., a Marshall Islands corporation (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company has issued Shares to the Subscribers, and the Company and the Subscribers’’ agreements regarding such Shares, are as follows:
June 1, 2011Nautilus Marine Acquisition Corp • June 1st, 2011 • Blank checks
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2011 • Nautilus Marine Acquisition Corp • Blank checks • Marshall Islands
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 14th day of July 2011, by and between Nautilus Marine Acquisition Corp., a Marshall Islands corporation (the “Company”) and each holder identified on the signature page hereto (each an “Initial Securityholder” and collectively, the “Initial Securityholders).
AMENDMENT NO. 1 TO WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • June 17th, 2011 • Nautilus Marine Acquisition Corp • Blank checks • Marshall Islands
This Amendment No. 1 (the “Amendment”) dated June 15, 2011 to that certain Warrant Subscription Agreement (the “Agreement”) dated the 25th day of May, 2011, by and between Nautilus Marine Acquisition Corp., a Marshall Islands corporation (the “Company”), having its principal place of business at 90 Kifissias Avenue, Maroussi 15125, Athens, Greece and each person identified on the signature page hereto (each a “Subscriber” and collectively, the “Subscribers”). All capitalized terms not defined herein shall have the same meaning ascribed to them in the Agreement.
AMENDMENT NO. 2 TO WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • July 20th, 2011 • Nautilus Marine Acquisition Corp • Blank checks • Marshall Islands
This Amendment No. 2 (the “Amendment”) dated July 14, 2011 to that certain Warrant Subscription Agreement, as amended by Amendment No. 1 (the “Agreement”), by and between Nautilus Marine Acquisition Corp., a Marshall Islands corporation (the “Company”), having its principal place of business at 90 Kifissias Avenue, Maroussi 15125, Athens, Greece and each person identified on the signature page hereto (each a “Subscriber” and collectively, the “Subscribers”). All capitalized terms not defined herein shall have the same meaning ascribed to them in the Agreement.
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • June 1st, 2011 • Nautilus Marine Acquisition Corp • Blank checks • Marshall Islands
This WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 25th day of May, 2011 by and among Nautilus Marine Acquisition Corp., a Marshall Islands corporation (the “Company”), having its principal place of business at 90 Kifissias Avenue, Maroussi 15125, Athens, Greece, and each person identified on the signature page hereto (each a “Subscriber” and collectively, the “Subscribers”).
AMENDMENT NO. 1 TO LOCK-UP AND PUT OPTION AGREEMENTAnd Put Option Agreement • February 4th, 2013 • Nautilus Marine Acquisition Corp • Deep sea foreign transportation of freight
This AMENDMENT NO. 1 TO THE LOCK-UP AND PUT OPTION AGREEMENT (this “Amendment”), dated as of January 31, 2013, is made and entered into by and among Nautilus Marine Acquisition Corp., a Marshall Islands corporation (“Company”) and each of the undersigned holders (each, a “Holder”). Capitalized terms used and not defined herein shall have the meanings ascribed thereto in the Agreement (as defined below).
EXCLUSIVE OPTION AGREEMENTExclusive Option Agreement • December 7th, 2012 • Nautilus Marine Acquisition Corp • Blank checks • London
This EXCLUSIVE OPTION AGREEMENT (this “Agreement”) is made as of November 7, 2012 by and between Nautilus Marine Acquisition Corp., a Marshall Islands company (including its affiliates and present and to-be-formed subsidiaries, the “Company”) and Vega Resource Group A.S. (or nominee), a limited company incorporated in Norway (together with its affiliates, “Vega”).
July 14, 2011 NAUTILUS MARINE ACQUISITION CORP. Maroussi 15125 Athens, GreeceLetter Agreement • July 20th, 2011 • Nautilus Marine Acquisition Corp • Blank checks • New York
This letter agreement (the “Agreement”) by the undersigned officer, director and/or initial shareholder of Nautilus Marine Acquisition Corp. (“Company”) is made in consideration of Maxim Group LLC (“Maxim”) pursuing an underwritten initial public offering of the securities of the Company (“IPO”).
