JOINT FILING AGREEMENTJoint Filing Agreement • December 14th, 2012 • Inversiones Los Avellanos • Deep sea foreign transportation of freight
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of Common Stock of Ultrapetrol (Bahamas) Limited.
SHAREHOLDERS’ AGREEMENT DATED AS OF NOVEMBER 13, 2012 AMONG SPARROW CAPITAL INVESTMENTS LTD. INVERSIONES LOS AVELLANOS S.A. AND HAZELS (BAHAMAS) INVESTMENTS INC.Shareholders’ Agreement • December 14th, 2012 • Inversiones Los Avellanos • Deep sea foreign transportation of freight • New York
This SHAREHOLDERS’ AGREEMENT dated as of November 13, 2012 (this “Agreement”) among (i) Sparrow Capital Investments Ltd., a company organized under the laws of the Bahamas (“NewCo”), (ii) Inversiones Los Avellanos S.A., a company organized under the laws of Chile (“Avellanos”) and (iii) Hazels (Bahamas) Investments Inc., a company organized under the laws of the Bahamas (“Hazels”).
SHAREHOLDERS’ AGREEMENT DATED AS OF NOVEMBER 13, 2012 AMONG SPARROW CI SUB LTD. SPARROW CAPITAL INVESTMENTS LTD. TRITON SHIPPING LTD. QUATTRO SHIPPING HOLDINGS LTD. INVERSIONES LOS AVELLANOS S.A. AND HAZELS (BAHAMAS) INVESTMENTS INC.Shareholders’ Agreement • December 14th, 2012 • Inversiones Los Avellanos • Deep sea foreign transportation of freight • New York
This SHAREHOLDERS’ AGREEMENT dated as of November 13, 2012 (this “Agreement”) among (i) Sparrow CI Sub Ltd., a company organized under the laws of the Bahamas (the “Company”), (ii) Sparrow Capital Investments Ltd., a company organized under the laws of the Bahamas (the “Parent”) (iii) Inversiones Los Avellanos S.A., a company organized under the laws of Chile (“Avellanos”), (iv) Hazels (Bahamas) Investments Inc., a company organized under the laws of the Bahamas (“Hazels”), (v) Triton Shipping Ltd., a company organized under the laws of the Bahamas (“Triton”) and (vi) Quattro Shipping Holdings Ltd. a company organized under the laws of the Bahamas (“Quattro”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG ULTRAPETROL (BAHAMAS) LIMITED AND SPARROW CAPITAL INVESTMENTS LTD. AND SPARROW CI SUB LTD. AND INVERSIONES LOS AVELLANOS S.A. AND HAZELS (BAHAMAS) INVESTMENTS INC. Dated as of December 12, 2012Registration Rights Agreement • December 14th, 2012 • Inversiones Los Avellanos • Deep sea foreign transportation of freight • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 12, 2012, is made by and among Ultrapetrol (Bahamas) Limited, a company organized under the laws of the Bahamas (the “Company”), Sparrow Capital Investments Ltd., a company organized under the laws of the Bahamas (“NewCo”), Sparrow CI Sub Ltd., a company organized under the laws of the Bahamas (“NewCo2”), Inversiones Los Avellanos S.A., a corporation organized under the laws of Chile (“Avellanos”), Hazels (Bahamas) Investments Inc., a company organized under the laws of the Bahamas (“Hazels” and together with NewCo, NewCo2 and Avellanos, the “Stockholders” and each, a “Stockholder”).
WARRANT TO PURCHASE CLASS B SHARES OF SPARROW CI SUB LTD.Inversiones Los Avellanos • December 14th, 2012 • Deep sea foreign transportation of freight • New York
This certifies that, for value received, Hazels (Bahamas) Investments Inc., a company organized under the laws of the Bahamas (the “Holder”), is entitled, subject to the terms and conditions of this Warrant, to purchase from Sparrow CI Sub Ltd., a company organized under the laws of the Bahamas (the “Company”), One Hundred (100) shares of the Class B Stock of the Company (the “Warrant Shares”), upon surrender hereof at the principal office of the Company referred to below, with the Notice of Exercise attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided at the Exercise Price (as defined below) as set forth in Section 2 below. The number, character and Exercise Price per share of such Warrant Shares are subject to determination and adjustment as provided below. The term “Warrant” as used herein, shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein
