United Maritime Corp Sample Contracts
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 CORPORATIONWarrant Agreement • July 21st, 2022 • United Maritime Corp • 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 AGREEMENTSecurities 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
US$63,600,000 TERM LOAN FACILITYTerm Loan Facility • April 4th, 2023 • United Maritime Corp • Water transportation
The Lenders have agreed to make available to the Borrowers a senior secured term loan facility in four Tranches in an aggregate amount not exceeding US$63,600,000, for the purpose of financing part of the Purchase Price (as in hereinafter defined) of the Ships.
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...Facility Agreement • June 6th, 2022 • United Maritime Corp • Water transportation
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.
COMMERCIAL MANAGEMENT AGREEMENTCommercial Management Agreement • April 2nd, 2024 • United Maritime Corp • Water transportation
Name of Owner] and SHIP TECHNICAL MANAGEMENT AGREEMENTShip Technical Management Agreement • April 10th, 2025 • 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.
UNITED MARITIME CORPORATIONGuarantee • April 2nd, 2024 • United Maritime Corp • Water transportation
UNITED MARITIME CORPORATIONGuarantee • April 2nd, 2024 • United Maritime Corp • Water transportation
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.”
ContractManagement Agreement • June 6th, 2022 • United Maritime Corp • Water transportation
CLASS A COMMON SHARE PURCHASE WARRANT UNITED MARITIME CORPORATIONWarrant Agreement • July 12th, 2022 • United Maritime Corp • 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
RIGHTS OF FIRST REFUSAL AND FIRST OFFER AGREEMENT between UNITED MARITIME CORPORATION and SEANERGY MARITIME HOLDINGS CORP.Rights of First Refusal and First 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”).
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”).
Addendum to Ship Management AgreementShip Management Agreement • April 10th, 2025 • United Maritime Corp • Water transportation
Where the Managers are made the Responsible Entity under any Emission Scheme(s) applicable to the Vessel, or assume that responsibility by mandate from the registered owners or by agreement between the Parties in accordance with such Emission Scheme(s), the following shall apply:
PRE-FUNDED COMMON SHARE PURCHASE WARRANT UNITED MARITIME CORPORATIONPre-Funded Common Share Purchase Warrant • July 12th, 2022 • United Maritime Corp • 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
On Demand GuaranteeOn Demand Guarantee • April 10th, 2025 • United Maritime Corp • Water transportation
AMENDMENT AGREEMENT Date 22 March 2024Amendment Agreement • April 2nd, 2024 • United Maritime Corp • Water transportation
Novation AgreementNovation Agreement • April 10th, 2025 • United Maritime Corp • Water transportation
Addendum No.1 Bareboat Charter Party dated 24th July 2024 (the "Charter") Between Synthesea Maritime Co. as Charterers Onishi Kaiun Co., Ltd. and Ocean West Shipping S.A., as Owners in respect of the vessel M/V “Ikan Kerapu” tbr “Synthesea”Bareboat Charter Party Addendum • April 10th, 2025 • United Maritime Corp • Water transportation
It has today been agreed that both the Charterers and the Owners have an option to extend the bareboat-period by 2 years (the "Option Period"). The Charterers need to declare their intention to exercise such option within 56 months after the Charter has commenced. If they do not declare their intention to exercise the option within the period set out above, the Owners may exercise their option to extend the Charter declarable within 57 months after the Charter has commenced. If either party exercises their option to extend the Charter by two (2) years, following terms shall apply:
Addendum No.2 Bareboat Charter Party dated 24th July 2024 (the "Charter") Between Synthesea Maritime Co. as Charterers Onishi Kaiun Co., Ltd. and Ocean West Shipping S.A., as Owners in respect of the vessel M/V “Ikan Kerapu” tbr “Synthesea”Bareboat Charter Party • April 10th, 2025 • United Maritime Corp • Water transportation
It has today been agreed that the Charterers have an option to purchase the Vessel from the Owners (the "Purchase Option") and the Owners have an option to sell the Vessel back to the Charterers (the "Put Option") as follows.
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.
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
SUBSCRIPTION AGREEMENTSubscription Agreement • April 10th, 2025 • United Maritime Corp • Water transportation
CONTENTSCommercial Management Agreement • April 4th, 2023 • United Maritime Corp • Water transportation • London
SIDE LETTERFacility Agreement • April 4th, 2023 • United Maritime Corp • 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 “[●]”Services Agreement • April 2nd, 2024 • United Maritime Corp • 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”).
GUARANTEEGuarantee • April 10th, 2025 • United Maritime Corp • Water transportation
In consideration of the entry into by you of a Memorandum of Agreement (hereinafter called the “MOA”) dated 24th July 2024, with Synthesea Maritime Co. as sellers (hereinafter called “Synthesea Maritime”) for the sale and purchase of the motor vessel “Ikan Kerapu” tbr "Synthesea" with IMO number 9697959 (hereinafter called the “Vessel”) and a Bareboat Charter Party (hereinafter called the “BBCP”) dated 24th July 2024, with Synthesea Maritime as charterers for the bareboat chartering of the Vessel, we, the undersigned, as the primary obligor, guarantee to you and your successors and assignees the due and punctual performance by Synthesea 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 --28 July 2022 SEA GLORIUS SHIPPING CO.Amendment 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.
GUARANTEEGuarantee • April 2nd, 2024 • United Maritime Corp • 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.