Exhibit 2.7
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER (this
"AMENDMENT") is dated as of November 7, 2005, by and among FreeSeas Inc.
(formerly Adventure Holdings, S.A.), a corporation organized under the laws of
the Republic of the Xxxxxxxx Islands ("FREESEAS"), Alastor Investments S.A., a
corporation organized under the laws of the Republic of the Xxxxxxxx Islands
("ALASTOR"), The Mida's Touch S.A., a corporation organized under the laws of
the Republic of the Xxxxxxxx Islands ("MIDA'S TOUCH"), N.Y. Holdings S.A., a
corporation organized under the laws of the Republic of the Xxxxxxxx Islands
("N.Y. HOLDINGS"), Xxxxxx X. Gourdomichalis ("G. GOURDOMICHALIS"), Stathis D.
Gourdomichalis ("S. GOURDOMICHALIS") and Ion X. Xxxxxxxxxx ("VAROUXAKIS"), and
Trinity Partners Acquisition Company Inc., a corporation organized under the
laws of the State of Delaware ("TRINITY").
W I T N E S S E T H:
WHEREAS, Trinity, FreeSeas, V Capital S.A., a corporation
organized under the laws of the Republic of the Xxxxxxxx Islands, ("V CAPITAL"),
G Bros S.A., a corporation organized under the laws of the Republic of the
Xxxxxxxx Islands, ("G BROS"), G. Gourdomichalis, S. Gourdomichalis and
Varouxakis entered into that certain Agreement and Plan of Merger, dated as of
March 24, 2005, as amended by Amendment No. 1 dated as of July 19, 2005, and as
further amended by Amendment No. 2 dated as of September 30, 2005 (collectively,
the "MERGER AGREEMENT");
WHEREAS, in accordance with Section 6.13 of the Merger
Agreement, V Capital and G Bros transferred and assigned all of their respective
shares in FreeSeas to Alastor, Mida's Touch and N.Y. Holdings on April 25, 2005,
thus making each of Alastor, Mida's Touch and N.Y. Holdings a FreeSeas
Shareholder (as such term is defined in the Merger Agreement);
WHEREAS the parties hereto desire to amend the Merger
Agreement as set forth herein:
NOW, THEREFORE, in consideration of the premises and such
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged by the parties hereto, it is hereby agreed as follows:
1. RULES OF CONSTRUCTION; DEFINITIONS. The rules of
construction set forth in the Merger Agreement shall be applied to this
Amendment. Capitalized terms not otherwise defined herein shall have the
meanings assigned to such terms in the Merger Agreement.
2. AMENDMENTS TO THE MERGER AGREEMENT. Subject to the terms
and conditions of this Amendment:
(a) Section 7.1(c) of the Merger Agreement is hereby
amended by deleting the provision in its entirety and
replacing it with the following:
"The Adventure Shares issuable to Trinity's
stockholders, the Adventure Exchange Securities and
the stock issuable upon exercise thereof shall have
been approved for (i) the Stock Exchange Listing or
for listing on the OTC Bulletin Board, and (ii) the
Exchange Act Listing, subject to any notice of
issuance or similar requirement."
(b) Section 7.2(h) of the Merger Agreement is hereby
amended by deleting the provision in its entirety and
replacing it with the following:
"At the Effective Time, (a) Trinity shall have
approximately $7,350,000 but not less than $7,000,000
in cash or cash equivalents after giving effect to
(i) the payment or accrual on or prior to the
Effective Time of all expenses incurred by Trinity,
including, but not limited to, the fees and expenses
of Trinity's attorneys, accountants and investment
bankers (including HCFP/Xxxxxxx Securities) LLC, and
(ii) any payments to be made to dissenting Trinity
Class B stockholders who exercised their redemption
rights solely with respect to the Trinity trust fund
do not cause Trinity to have less than $7,000,000 in
cash and cash equivalents, and (b) no more than two
percent (2%) of all of the outstanding shares of
Trinity Common Stock and Trinity Class B Common Stock
shall have given timely notice of their intention to
exercise their statutory appraisal rights in
connection with the transactions contemplated by this
Agreement";
(c) Section 8.1(f) of the Merger Agreement is hereby
amended by changing the date contained therein from
"November 30, 2005" to "December 31, 2005."
3. NO OTHER AMENDMENT. All other terms and conditions of the
Merger Agreement shall remain in full force and effect and the Merger Agreement
shall be read and construed as if the terms of this Amendment were included
therein by way of addition or substitution, as the case may be.
4. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF SAID STATE.
5. SUCCESSORS AND ASSIGNS. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
6. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, which taken together, shall constitute a single original document.
7. MODIFICATIONS IN WRITING. No provision of this Amendment
may be amended, changed, waived, discharged or terminated except by an
instrument in writing signed by all of the parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Amendment
as of the day first above written.
TRINITY PARTNERS ACQUISITION COMPANY, INC.
By: /s/ Xxxxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: President
FREESEAS INC.
By: /s/ Xxxxxx X. Gourdomichalis
--------------------------------------
Name: Xxxxxx X. Gourdomichalis
Title: President
ALASTOR INVESTMENTS S.A.,
By: /s/ Xxxxxx X. Gourdomichalis
--------------------------------------
Name: Xxxxxx X. Gourdomichalis
Title: President
THE MIDA'S TOUCH S.A.
By: /s/ Ion X. Xxxxxxxxxx
--------------------------------------
Name: Ion X. Xxxxxxxxxx
Title: President
N.Y HOLDINGS S.A.
By: /s/ Xxxxxxxxxx X. Gourdomichalis
--------------------------------------
Name: Xxxxxxxxxx X. Gourdomichalis
Title: President
/s/ Xxxxxx X. Gourdomichalis
-------------------------------------
Xxxxxx X. Gourdomichalis
/s/ Xxxxxxxxxx X. Gourdomichalis
--------------------------------------
Xxxxxxxxxx X. Gourdomichalis
/s/ Ion X. Xxxxxxxxxx
--------------------------------------
Ion X. Xxxxxxxxxx
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