0000950123-07-013485 Sample Contracts

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,...
Seanergy Maritime Corp. • October 4th, 2007 • Blank checks • New York

THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) MARCH 24, 2008 AND (II) THE CONSUMMATION BY SEANERGY MARITIME CORP. (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (A “BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY LOCAL TIME, ON SEPTEMBER 24, 2012.

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WARRANT AGREEMENT
Warrant Agreement • October 4th, 2007 • Seanergy Maritime Corp. • Blank checks • New York

This Warrant Agreement (this “Agreement”) made as of September 28, 2007, by and between Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”), with offices at c/o Balthellas Chartering S.A., 10, Amfitheas Avenue, 17564 P. Faliro, Athens, Greece, and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”), with offices at 17 Battery Place, New York, New York 10004.

STOCK ESCROW AGREEMENT
Stock Escrow Agreement • October 4th, 2007 • Seanergy Maritime Corp. • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of September 28, 2007 (the “Agreement”) by and among Seanergy Maritime Corp., a Marshall Islands company (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 4th, 2007 • Seanergy Maritime Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 28th day of September 2007, by and among Seanergy Maritime Corp., a company organized under the laws of the Republic of the Marshall Islands (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • October 4th, 2007 • Seanergy Maritime Corp. • Blank checks • New York

This Agreement is made as of September 24, 2007 by and between Seanergy Maritime Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).

20,000,000 Units SEANERGY MARITIME CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • October 4th, 2007 • Seanergy Maritime Corp. • Blank checks • New York

Seanergy Maritime Corp., a Marshall Islands corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (“Maxim” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Maxim is acting as representative (the Representative and the other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:

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