United Maritime Corporation and American Stock Transfer & Trust Company, LLC, as Warrant AgentWarrant Agency Agreement • July 12th, 2022 • United Maritime Corp • Water transportation • Delaware
WARRANT AGENCY AGREEMENT, dated as of [ ], 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 _______ limited liability company (“AST” or the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 12th, 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”).
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
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.”
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”).
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:
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”).
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.
Dated 1 July 2022United Maritime Corp • July 12th, 2022 • 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.
