United Maritime Corporation and American Stock Transfer & Trust Company, LLC, as Warrant Agent Warrant Agency Agreement Dated as of July 19, 2022Warrant Agency Agreement • July 21st, 2022 • United Maritime Corp • Water transportation • Delaware
WARRANT AGENCY AGREEMENT, dated as of July 19, 2022 (“Agreement”), between United Maritime Corporation, a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST” or the “Warrant Agent”).
FORM OF PRE-FUNDED COMMON SHARE PURCHASE WARRANT UNITED MARITIME CORPORATIONUnited Maritime Corp • July 21st, 2022 • Water transportation • New York
THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, ________, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Issue Date”), and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from United Maritime Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Company”), up to Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Aggregate Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • July 21st, 2022 • United Maritime Corp • Water transportation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of , between United Maritime Corporation, a company incorporated under the laws of the Republic of the Marshall Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 21st, 2022 • United Maritime Corp • Water transportation • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 12th, 2022 • United Maritime Corp • Water transportation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ______ __, 2022, between United Maritime Corporation, a company incorporated under the laws of the Republic of the Marshall Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
US$22,500,000 TERM LOAN FACILITY SEA GLORIUS SHIPPING CO. SEA GENIUS SHIPPING CO. as joint and several Borrowers and SEANERGY MARITIME HOLDINGS CORP. as Guarantor and LUCID AGENCY SERVICES LIMITED as Facility Agent and LUCID TRUSTEE SERVICES LIMITED...Assignment Agreement • June 6th, 2022 • United Maritime Corp • Water transportation
Dated 30 January 2023 (originally) US$63,600,000 facility with US$31,200,000 outstanding MINOANSEA MARITIME CO. EPANASTASEA MARITIME CO.Facility Agreement • April 4th, 2023 • United Maritime Corp • Water transportation
CLASS A COMMON SHARE PURCHASE WARRANT UNITED MARITIME CORPORATIONUnited Maritime Corp • July 12th, 2022 • Water transportation • New York
THIS CLASS A COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on _________, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from United Maritime Corporation, a Marshall Islands corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a
AMENDED AND RESTATED SHAREHOLDERS’ RIGHTS AGREEMENT Between UNITED MARITIME CORPORATION and EQUINITI TRUST COMPANY, LLC, as Rights Agent Dated as of December 27, 2023Shareholders’ Rights Agreement • December 27th, 2023 • United Maritime Corp • Water transportation • New York
This Amended and Restated Shareholders’ Rights Agreement (this “Restated Rights Agreement”) is made and entered into as of December 27, 2023, by and between United Maritime Corporation, a Marshall Islands corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as Rights Agent.
CONTRIBUTION AND CONVEYANCE AGREEMENTContribution and Conveyance Agreement • July 12th, 2022 • United Maritime Corp • Water transportation • New York
This contribution and conveyance agreement (this “Agreement”) is entered into as of July 5, 2022 by and between Seanergy Maritime Holdings Corp., a Marshall Islands corporation (“Seanergy”) and United Maritime Corporation, a Marshall Islands corporation (“United Maritime”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties.”
ContractUnited Maritime Corp • June 6th, 2022 • Water transportation
UNITED MARITIME CORPORATIONMaster Management Agreement • July 12th, 2022 • United Maritime Corp • Water transportation • London
THIS MASTER MANAGEMENT AGREEMENT (this “Agreement”), dated as of July 5, 2022, is entered into between United Maritime Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Company”) and Seanergy Maritime Holdings Corp., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Manager”, together with the Company, the “Parties” and each a “Party”).
DATED [•]Management Agreement • June 6th, 2022 • United Maritime Corp • Water transportation • London
UNITED MARITIME CORPORATIONUnited Maritime Corp • April 2nd, 2024 • Water transportation
UNITED MARITIME CORPORATIONUnited Maritime Corp • April 2nd, 2024 • Water transportation
COMMERCIAL MANAGEMENT AGREEMENTManagement Agreement • April 2nd, 2024 • United Maritime Corp • Water transportation
RIGHTS OF FIRST REFUSAL AND FIRST OFFER AGREEMENT between UNITED MARITIME CORPORATION and SEANERGY MARITIME HOLDINGS CORP.Refusal and First Offer Agreement • June 6th, 2022 • United Maritime Corp • Water transportation • New York
This Rights of First Refusal and First Offer Agreement (this “Agreement”) is made effective as of [●], 2022 between Seanergy Martime Holdings Corp., a Marshall Islands corporation (the “Parent”), and United Maritime Corporation, a Marshall Islands corporation (the “Company”).
AMENDMENT AGREEMENT Date 22 March 2024Amendment Agreement • April 2nd, 2024 • United Maritime Corp • Water transportation
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 12th, 2022 • United Maritime Corp • Water transportation • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is dated as of July 8, 2022, and is made and entered into between United Maritime Corporation (the “Company”) and Seanergy Maritime Holdings Corp. (“Buyer”), and with respect to the following facts:
SUPPLEMENTAL AGREEMENTSupplemental Agreement • April 4th, 2023 • United Maritime Corp • Water transportation
Words and expressions defined in the Facility Agreement shall have the same meaning when used in this letter unless the context requires or unless otherwise defined in this letter.
CONTENTSUnited Maritime Corp • April 4th, 2023 • Water transportation • London
SIDE LETTERUnited Maritime Corp • April 4th, 2023 • Water transportation
We refer to the facility agreement dated 15 July 2020, as amended and supplemented by a deed of release, accession and amendment dated 1 July 2022 and as further amended and restated by an amendment and restatement agreement dated 28 July 2022 (together, the "Facility Agreement") made between (i) Sea Glorius Shipping Co. as Borrower, (ii) United Maritime Corporation as Guarantor, (iii) the financial institutions listed in part B of schedule 1 thereto as lenders (the "Lenders"), (iv) yourselves as the Facility Agent and (v) Kroll Trustee Services Limited as security agent (the "Security Agent"), pursuant to which it was originally agreed that the Lenders would make available to the Borrower and Sea Genius Shipping Co. as joint and several borrowers, a senior secured term loan facility of (originally) up to $22,500,000.
FOR M/V “[●]”United Maritime Corp • April 2nd, 2024 • Water transportation • London
THIS SERVICES AGREEMENT for the [motor] vessel[s] “[●]” ([each] the “Vessel” [and together, the “Vessels”]) (this “Agreement”), dated as of [●], is entered into [between [●] (the “SPV”)][among the entities set forth on Schedule I attached hereto (collectively a “member of the Group” or “SPVS” and each an “SPV”)], which SPV[S] [are owners, disponent owners/bareboat charterers/sub-bareboat charterers or buyers of the respective Vessels as set forth in Schedule I][is to become the registered owner of the Vessel] and United Management Corp., a corporation formed under the laws of the Republic of the Marshall Islands (the “Company”, together with the SPV, the “Parties” and each a “Party”).
RIGHTS OF FIRST REFUSAL AND FIRST OFFER AGREEMENT between UNITED MARITIME CORPORATION and SEANERGY MARITIME HOLDINGS CORP.Offer Agreement • July 12th, 2022 • United Maritime Corp • Water transportation • New York
This Rights of First Refusal and First Offer Agreement (this “Agreement”) is made effective as of July 5, 2022 between Seanergy Martime Holdings Corp., a Marshall Islands corporation (the “Parent”), and United Maritime Corporation, a Marshall Islands corporation (the “Company”).
Dated --28 July 2022 SEA GLORIUS SHIPPING CO.And Restatement Agreement • April 4th, 2023 • United Maritime Corp • Water transportation
SHAREHOLDERS’ RIGHTS AGREEMENT Between UNITED MARITIME CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent Dated as of July 5, 2022Shareholders’ Rights Agreement • July 12th, 2022 • United Maritime Corp • Water transportation • New York
Exercisability. The Rights will not be exercisable until ten days after the public announcement that a person or group has become an “Acquiring Person” by obtaining beneficial ownership of 10% (15% in the case of a passive institutional investor) or more of the outstanding Common Shares.
GUARANTEEUnited Maritime Corp • April 2nd, 2024 • Water transportation
In consideration of the entry into by you of a Memorandum of Agreement (hereinafter called the “MOA”) dated February 22, 2024, with Exelixsea Maritime Co. as sellers (hereinafter called “Exelixsea Maritime”) for the sale and purchase of the motor vessel "Exelixsea" with IMO number 9476953 (hereinafter called the “Vessel”) and a Bareboat Charter Party (hereinafter called the “BBCP”) dated February 22, 2024, with Exelixsea Maritime as charterers for the bareboat chartering of the Vessel, we, the undersigned, as the primary obligor, irrevocably and unconditionally guarantee to you and your successors and assignees the due and punctual performance by Exelixsea Maritime of all its liabilities, obligations and responsibilities under the MOA and the BBCP, and any supplements, amendments, changes or modifications hereafter made thereto.
Dated 1 July 2022United Maritime Corp • July 12th, 2022 • Water transportation
Dated [●] June 2022 (originally) US$22,500,000 facility withUnited Maritime Corp • June 6th, 2022 • Water transportation
Name of Owner] and SHIP TECHNICAL MANAGEMENT AGREEMENTManagement Agreement • April 4th, 2023 • United Maritime Corp • Water transportation
It is mutually agreed between the party mentioned in Box 2 of Part I (hereinafter called “the Owners”) and the party mentioned in Box 3 of Part I (hereinafter called “the Managers”) that this Agreement consisting of PARTS I to VI inclusive shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of an applicable Appendix of Part III shall prevail over the provisions of PART II to the extent of such conflict but only in respect of the Management Service to be provided in terms of such applicable Appendix. In the event of a conflict between the Fee Schedule and the provisions of an applicable Appendix of Part III, the provisions of the Fee Schedule shall prevail.
AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS’ RIGHTS AGREEMENTShareholders’ Rights Agreement • April 2nd, 2024 • United Maritime Corp • Water transportation
This Amendment No. 1 to the Amended and Restated Shareholders’ Rights Agreement, effective as of April 1, 2024 (this “Amendment”), amends that certain Amended and Restated Shareholders’ Rights Agreement, dated as of December 27, 2023 (the “Rights Agreement”), United Maritime Corporation, a Marshall Islands corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as rights agent (the “Rights Agent”). Capitalized terms used herein but not defined herein shall have their defined meanings set forth in the Rights Agreement.
Dated 21 December 2022 MINOANSEA MARITIME CO. EPANASTASEA MARITIME CO.Second Supplemental Agreement • April 4th, 2023 • United Maritime Corp • Water transportation
ContractMemorandum of Agreement • July 12th, 2022 • United Maritime Corp • Water transportation • London
Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by BIMCO in 1956. Code-name SALEFORM 2012 Revised 1966. 1983 and 1986/87, 1993 and 2012.
UNITED MARITIME CORPORATIONUnited Maritime Corp • April 4th, 2023 • Water transportation
