EUROSEAS LTD. Up to US$10,000,000 of Common Shares AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT
Exhibit 1
Up to US$10,000,000 of Common Shares
AMENDMENT NO. 1 TO
EQUITY DISTRIBUTION AGREEMENT
EQUITY DISTRIBUTION AGREEMENT
May 29, 2020
Maxim Group LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to that certain Equity Distribution Agreement, dated October 30, 2018 (the "Agreement") between Euroseas
Ltd., a corporation organized under the laws of the Republic of the Xxxxxxxx Islands (the "Company"), under which the Company has heretofore issued and sold through Maxim Group LLC (the "Agent"), as sales agent, common shares of the Company, par value $0.03 per share (the "Common Shares" and the Common Shares sold
pursuant to the Agreement, the "Shares").
The Company hereby desires to amend the Agreement by this amendment (the "Amendment") to re-engage the Agent to sell Shares
on terms set forth in the Agreement as amended by this Amendment. The Shares consist entirely of authorized but unissued Common Shares to be issued and sold by the Company.
Therefore, pursuant to Section 16 of the Agreement, the Company hereby confirms its agreement with the Agent to amend the Agreement as follows:
1. Capitalized Terms. All capitalized terms use but not defined herein shall have the meanings ascribed to them in the Agreement. As of the date of this Amendment, all references to the
"registration statement" in the Agreement shall mean the registration statement on Form F-3 (File No. 333-237128) as declared effective by the Commission on May 7, 2020.
2. Representations and Warranties of the Company. The Company hereby acknowledges and agrees that all of the representations and warranties contained on Sections 1 and 2 of the Agreement are
true and accurate as of the date first written above, except as provided for in Schedule A hereto. In addition, Schedule E to the Agreement is hereby deleted and replaced in its entirety by Schedule E attached to this
Amendment.
3. Purchase, Sale and Delivery of Shares. Section 3(a) to the Agreement is hereby deleted and replaced in its entirety by the following Section 3(a):
"(a) At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the
conditions set forth herein, it may issue and sell
through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$10,000,0000, it being acknowledged and agreed that the an aggregate of US$2,915,682 worth of Shares have
previously been sold under the Agreement, leaving the Agent authorized to sell a total of US$7,084,318 pursuant to the terms of this Agreement; provided, however, that in no event shall the Company issue or sell through the Agent such number of
Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares or (c) would cause the
Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales
price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide
the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day"
means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business."
4. Expenses. The Company agrees that on the date of this Amendment, it shall reimburse the Agent for US$15,000 of its legal fees and expenses,
representing two (2) Bringdown Date payments of US$7,500. The remainder of Section 4(g) of the Agreement shall remain unmodified.
5. Term of the Agreement.
Section 8(c) of the Agreement is hereby deleted and replaced in its entirety with the following:
"(c) This Agreement
shall remain in full force and effect until June 1, 2021, unless earlier terminated pursuant to Sections 8(a) or (b) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall
in all cases be deemed to provide that Section 3(a)(vii), Section 4(g), Section 6 and Section 7 shall remain in full force and effect."
6. Reminder of Agreement
Unaffected. Except as amended hereby, the Agreement shall remain unmodified and in full force and effect. Without limiting the generality of the foregoing, the Company hereby agrees and confirms that the Authorized Agent remains the
Company's agent for service of process as provided for in Section 18 of the Agreement.
[Signature Page Follows]
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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate of this Amendment, whereupon this letter and
your acceptance shall represent a binding agreement between the Company and the Agent to amend the Agreement in accordance with its terms.
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Very truly yours,
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By:
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/s/ Xx. Xxxxxxxxxx Xxxxxxx
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Name:
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Xx. Xxxxxxxxxx Xxxxxxx
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Title:
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CFO and Treasurer; Director
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Confirmed as of the date first
above mentioned. |
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MAXIM GROUP LLC
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By:
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/s/ Xxxxxxxx X. Xxxxxx
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Name:
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Xxxxxxxx X. Xxxxxx
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Title:
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Executive Managing Director,
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Head of Investment Banking
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[Signature Page to Equity Distribution Agreement Amendment No. 1]
3
Schedule A
None.
Schedule A-1
Schedule E
List of Subsidiaries
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Subsidiary
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Country of Organization
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Eleni Shipping Ltd.
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Liberia
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Aggeliki Shipping Ltd.
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Liberia
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Xxxxxx Maritime Ltd.
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Liberia
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Xxxxxx Shipping Ltd.
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Liberia
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Xxxxxxxxx Shipowners Ltd.
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Liberia
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Hydra Shipowners Ltd.
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Liberia
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Spetses Shipowners Ltd.
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Liberia
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Kea Shipowners Ltd.
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Liberia
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Prospero Maritime Inc.
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Xxxxxxxx Islands
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Manolis Shipping Ltd.
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Xxxxxxxx Islands
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Noumea Shipping Ltd.
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Xxxxxxxx Islands
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Xxxxxxxxx Xxxx Shipping Ltd.
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Xxxxxxxx Islands
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Athens Shipping Ltd.
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Xxxxxxxx Islands
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Corfu Navigation Ltd.
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Xxxxxxxx Islands
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Oinousses Navigation Ltd.
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Xxxxxxxx Islands
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Bridge Shipping Ltd.
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Xxxxxxxx Islands
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Eurocon Ltd.
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Xxxxxxxx Islands
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Antwerp Shipping Ltd.
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Xxxxxxxx Islands
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Eurocon Ltd.
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Xxxxxxxx Islands
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Keelung Shipping Ltd.
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Xxxxxxxx Islands
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Oakland Shipping Ltd.
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Xxxxxxxx Islands
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Busan Shipping Ltd.
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Xxxxxxxx Islands
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Allendale Investment S.A.
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Panama
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Alterwall Business Inc.
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Panama
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Schedule E-1
