Exhibit 3
July 30, 2007
Mast Acquisition Ltd.
c/o Bear ▇▇▇▇▇▇▇ Merchant Banking
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
RE: SECURITIES PURCHASE AGREEMENT
Reference is made to (i) the Securities Purchase Agreement (the "SPA"),
dated as of the date hereof, by and among Mast Acquisition Ltd. (the
"Purchaser"), Navalmar Transportes Maritimos LDA, an affiliate of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
("EB"), and Weco-Rederi Holding A/S ("Weco"), an affiliate of ▇▇▇▇▇
▇▇▇▇▇▇-Wedellsborg ("JWW"), pursuant to which Purchaser will acquire
approximately 53.4% of the outstanding capital shares ("Majority Shares") of MC
Shipping Inc. (the "Company"), and (ii) the Merger Agreement (the "Merger
Agreement"), dated as of the date hereof, by and among Purchaser, Mast Merger
Sub Corp. ("Merger Sub") and the Company. Capitalized terms used herein but not
otherwise defined shall have the meaning ascribed to such terms in the Merger
Agreement.
Purchaser understands that 583,333 shares of the Majority Shares held by
Weco in physical form (the "Physical Shares") may not be available for delivery
to Purchaser on July 30, 2007, the anticipated closing date of the SPA.
Furthermore, in addition to the Majority Shares being sold pursuant to the SPA,
each of EB and JWW (together with EB and Weco, the "Owners") owns 909 shares of
common stock of the Company in his capacity as director of the Company (
together with the Physical Shares, the "Owner Shares"). In order to induce
Purchaser to enter into the SPA, each Owner hereby agrees to be bound by the
terms of this letter agreement (this "Letter Agreement") with respect to the
Owner Shares owned by such Owner.
1. Each Owner hereby agrees to vote (or cause to be voted) the
Owner Shares it beneficially owns, or execute (or cause to be
executed) a written consent in respect thereof, (i) for approval
and adoption of the Merger Agreement (as amended from time to
time) and the transactions contemplated by the Merger Agreement,
as applicable, at any meeting or meetings of the shareholders of
the Company at which the Merger Agreement or the transactions
contemplated thereunder are submitted for the vote of the
shareholders of the Company or in any written consent in respect
thereof, (ii) for approval and adoption of any Superior Proposal
(as defined in the Merger Agreement) that Purchaser is required
to support pursuant to the terms of Section 4.2(g) of the Merger
Agreement, and against any other Superior Proposal that
Purchaser is not required to support without regard to any
recommendation of the board of directors of the Company to
shareholders concerning such Superior Proposal, and in either
case without regard to the terms of such Superior Proposal), and
(iii) against any agreement, amendment of any agreement
(including the Company's Certificate of Incorporation or By-Laws
or other governing documents), or any other action that is
intended or could reasonably be expected to prevent, impede,
interfere with, delay or postpone the transactions contemplated
by the Merger Agreement, other than those specifically
contemplated by this Agreement or the
Merger Agreement or for which Purchaser shall have expressly
consented. Any such vote shall be cast (or cause to be cast) or
consent shall be given (or caused to be given) by each Owner in
accordance with the procedures relating thereto so as to ensure
that such vote or consent is duly counted, including for
purposes of determining that a quorum is present and for the
purposes of recording such vote (or consent).
2. Each Owner hereby agrees that, without the prior written consent
of Purchaser, it shall not (and shall not permit its affiliates
to), directly or indirectly, sell, offer to sell, give, pledge,
encumber, assign, grant any option for the sale of or otherwise
transfer or dispose of, or enter into any agreement, arrangement
or understanding to sell or transfer, any Owner Shares that it
beneficially owns, other than in connection with the Merger
Agreement or the SPA.
3. Each Owner hereby irrevocably appoints Purchaser or its designee
as its agent, attorney and proxy, to vote (or cause to be voted)
the Owner Shares beneficially owned by it in accordance with
paragraph 1 hereof. This proxy is irrevocable and coupled with
an interest and is granted in consideration of the Company,
Purchaser and Merger Sub entering into the Merger Agreement.
This proxy shall be effective in the event that an Owner fails
for any reason to vote the Owner Shares in accordance with the
requirements of paragraph 1 hereof, in which case the
proxyholder shall have the right to vote the Owner Shares in
accordance with the provisions of the first sentence of this
paragraph 3. The vote of the proxyholder shall control in any
conflict between the vote by the proxyholder of the Owner Shares
and a vote by such Owner of the Owner Shares with respect to the
matters set forth in paragraph 1 hereof.
This Letter Agreement shall be governed by and construed and interpreted
in accordance with laws of the State of New York, without giving effect to any
conflicts of law rule or principle that might require the application of the
laws of another jurisdiction. This waiver supersedes any communications
(written, oral or otherwise) related to the subject matter hereto. Upon delivery
of the Physical Shares to the Purchaser, together with the stock powers and
signature guarantee as required by the Company's transfer agent, in accordance
with the terms of the SPA, this Letter Agreement shall automatically terminate
and cease to have any force or effect with respect to the Physical Shares.
Respectfully,
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇-Wedellsborg
Weco-Rederi Holding A/S
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By: ▇▇▇▇▇ ▇▇▇▇▇▇-Wedellsborg
Title: Chief Executive Officer
ACCEPTED AND AGREED
as of the date first above written:
Mast Acquisition Ltd.
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By: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director