SHARE PURCHASE AGREEMENT by and between MINERAL TRANSPORT HOLDINGS INC. as Seller and SEANERGY MARITIME HOLDINGS CORP., as Buyer
EXHIBIT 10.11
Mineral - Seanergy SPA BET execution version
by and between
MINERAL TRANSPORT HOLDINGS INC.
as Seller
and
as Buyer
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This SHARE PURCHASE AGREEMENT (this "Agreement") is entered into as of this 3rd day of September, 2010 by and between Mineral Transport Holdings Inc., a corporation organized under the laws of the ▇▇▇▇▇▇▇▇ Islands (the "Seller"), and Seanergy Maritime Holdings Corp., a corporation organized under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands (the "Buyer"). The Seller and the Buyer are sometimes referred to herein individually as a "Party" and collectively as the "Parties".
WITNESSETH:
WHEREAS, the Seller is the registered owner of fifty percent (50%) of all the issued and outstanding share capital of Bulk Energy Transport (Holdings) Limited, a company incorporated and organized under the laws of the ▇▇▇▇▇▇▇▇ Islands (the "Company");
WHEREAS, the total share capital of the Company consists of 500 shares of no par value (the "Shares") and the Buyer is the registered owner of fifty percent (50%) of the Shares in the Company;
WHEREAS, the Seller, the Buyer and the Company had entered into a shareholders' agreement on August 12, 2009 (the "Shareholders' Agreement"); and
WHEREAS, the Seller desires to sell the fifty percent (50%) of the Shares of the Company, i.e. 250 shares of no par value (the "Sale Shares") and the Buyer desires to purchase the Sale Shares of the Company.
NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITION
Defined Terms: As used in this Agreement, the following terms shall have the meaning set out below:
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"Action" means any action, suit, investigation, proceeding, condemnation or audit by or before any court or other governmental or regulatory authority or any arbitration proceeding.
"Affiliate" means with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person.
"Agreement" has the meaning set out in the initial paragraph of this Agreement.
"Business Day" means any day other than Saturday and Sunday, or a legal holiday on which banks are closed in Greece, in New York, New York, USA.
"Buyer's Lender" means Marfin Egnatia Bank Societe Anonyme.
"Buyer's Share(s)" mean(s) the share(s) of the Buyer which are trading on the NASDAQ Global Market.
"Closing Date" or "Closing" has the meaning set out in Section 3.1.
"Company" has the meaning set out in the recitals.
"Company's Lenders" means each of Citigroup Global Markets Limited, Citibank International PLC, Citibank International PLC and all the banks and financial institutions listed in schedule 1 of the Company's Loan Agreement
"Company's Loan Agreement" means the loan agreement dated 26th June 2007 made between ▇▇▇▇▇▇▇▇▇ Development Inc., Lewisham Maritime Inc., ▇▇▇▇▇▇▇ Ocean Inc., ▇▇▇▇▇▇▇ Navigation Corp., Rossington Marine Corp., Quex Shipping Inc. (as borrowers), and the Company's Lenders as same has been amended and/or supplemented from time to time.
"Information" means any existing information and data connected with the past, present and future activities of the Company.
"Investors" mean the entities listed in Appendix 3.
"Liens" means any lien, security interest, charge, claim, mortgage, deed of trust, option, warrant, purchase right, lease or other encumbrance.
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"Material Adverse Effect" means a material adverse effect on the business, assets, liabilities or financial condition of the specified Person.
"Party" and "Parties" have the meaning set out in the initial paragraph of this Agreement.
"Person" means any individual, firm, partnership, corporation, limited liability company, joint venture, trust, unincorporated organization, governmental authority or instrumentality, or other entity or organization.
"Purchase Price" means the purchase price as defined in Section 2.2.
"Sale Shares" means 50% of the Shares of the Company, as set out in Section 4.3.
"Share Price" means USD1,05 per share, which is the agreed price per share of the Buyer's Shares, which are trading on the NASDAQ Global Market.
"Tax" means all income, gross receipts, profits, franchise, sales, use, occupation, property, capital, wealth, environmental, license, employment, severance, production, excise, stamp, transfer, workers' compensation, social security, value added, withholding, payroll, disability or similar taxes, motor vehicle registration fees, customs or import duties, and all other taxes or all other governmental fees, duties, imposts, assessments or charges of any nature whatsoever and however denominated, imposed by any country or political subdivision thereof, together with any interest, additions, or penalties with respect thereto.
ARTICLE II
PURCHASE AND SALE OF SHARES
Section 2.1
Purchase and Sale On the terms set out in this Agreement the Seller hereby sells to the Buyer and the Buyer hereby purchases from the Seller all rights, title and interest in and to the Sale Shares.
Section 2.2
Purchase Price As consideration for the Sale Shares, the Buyer shall:
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(a) pay to the Seller the amount of United States Dollars seven million (USD$7,000,000) to an account designated in writing by the Seller to the Buyer at least two (2) Business Days prior to the Closing Date; and
(b) issue to the Investors, as nominees for the Seller, 24,761,905 Buyer's Shares, which are equal to United States Dollars twenty six million (USD 26,000,000) issued at the Share Price (as defined in this Agreement).
Section 2.3
The Seller has obtained all necessary approvals (including, but not limited to, final and irrevocable Board of Directors' approval (or any other necessary approval) with respect entering into this Agreement and the transaction contemplated hereby.
Section 2.4
The Purchase Price shall be paid in accordance with Section 2.2 by the Buyer to the Seller on the Closing Date.
Section 2.5
Buyer's obligation to purchase the Sale Shares is conditional upon:
(a) Seller's representations and warranties as set forth in Article 4 remaining true and accurate and not misleading at Closing as if repeated at Closing and at all times between the date of this Agreement and Closing Date.
(b) All consents and approvals given by any third parties, which are necessary to effect the transaction contemplated in this Agreement, and of which the Buyer has been advised by the Seller, being granted and there being no statute, regulation or decision which would prohibit, restrict or materially delay the sale and purchase of the Sale Shares after Closing.
(c) The satisfactory fulfillment of the Seller's obligation to deliver to the Buyer the documents specified in Section 3.2.
(d) A consent to the sale of the Sale Shares pursuant to this Agreement having been received from the Company's Lenders under the Company's Loan Agreement.
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(e) A consent to the purchase of the Sale Shares pursuant to this Agreement having been received from the Buyer's Lender under the relevant facility agreement of the Buyer.
(f) Final Buyer's Board of Directors approval.
Section 2.6
The Buyer's obligation to purchase the Sale Shares is conditional upon receiving the Termination and Consent Letter in the form attached as Appendix 1, from the Seller.
Section 2.7
The Buyer may waive at its sole discretion all or any of the above-listed conditions at any time, by notifying it in writing to the Seller.
Section 2.8
Each of the Parties shall use its commercially reasonable endeavors to procure the fulfillment of the conditions set out in Section 2.5 on or before the Closing Date.
Section 2.9
In the event where any of the conditions set forth in Section 2.5 (except the condition set forth in Section 2.5 (d), and (e)) shall not have been fulfilled or waived prior to Closing Date then the Buyer may terminate this Agreement.
ARTICLE III
CLOSING
Section 3.1
The closing of the transaction contemplated by this Agreement (the "Closing") shall occur by no later than November 1st, 2010 during normal business hours or such later date mutually agreed to by the Parties (the "Closing Date"). In case the Closing does not occur by the Closing Date, this Agreement will be automatically terminated.
Section 3.2
At Closing Date, the Seller shall have delivered to the Buyer the following:
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(a)
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Original Sale Shares Certificates of the Company issued in the name of Seller, such certificates being marked as "Cancelled" and to date it at the time of the Closing;
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(b)
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Any and all original documents of the Company that are in the possession of the Seller.
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(c)
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Duly executed but non dated (in order to be duly dated at the time of the Closing):
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Stock transfer in the form attached hereto as Appendix 2;
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Original Share Register Book to bear a date, at the time of the Closing, with respect to the transfer of the Sale Shares in favour and in the name of Buyer;
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Original Share Certificate in registered form evidencing Buyer's ownership of all the Sale Shares, such Share Certificate to be dated at the time of the Closing;
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Collectively, the "Documents", all of which will be delivered to the Buyer as provided by this Agreement on the Closing Date.
Section 3.3
At the Closing Date, the Investors, as Seller's nominees, and the Buyer shall enter into and execute a registration rights agreement with respect to the Buyers' Shares to be issued to the Investors in the form attached hereto as "Appendix 3".
Section 3.4
The Parties hereby agree that if the Closing does not occur by the Closing Date due to Seller's failure to properly perform any of its respective obligations under this Agreement, the Buyer may, at its own discretion, elect to do any of the following:
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(a)
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Defer the Closing to a date not further than 15 (Fifteen) days after the date when the Closing should have occurred, which new date shall be the Closing Date for the purposes of this Agreement; or
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(b)
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Unilaterally terminate this Agreement without any further liability on its part.
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Section 3.5
The Parties hereby agree that if the Closing does not occur by the Closing Date due to Buyer's failure to perform its obligations under this Agreement, Seller may, at its own discretion, elect to do any of the following:
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(a)
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Defer the Closing to a date not further than 15 (Fifteen) days after the date when the Closing should have occurred, which new date shall be the Closing Date for the purposes of this Agreement; or
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(b)
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Unilaterally terminate this Agreement without any further liability on its part.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER
On the date and by the time of the Closing, the Seller represents and warrants to the Buyer that:
Section 4.1
Organization The Seller is organized, validly existing and in good standing under the laws of the country of its incorporation, and that this Agreement and all other agreements herein contemplated to be executed in connection herewith by the Seller have been (or upon execution will have been) duly executed and delivered by Seller and constitute (or upon execution will constitute) legal, valid and binding obligations of Seller.
Section 4.2
The Seller has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement and the transaction contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of the Seller and represent valid and binding obligations of Seller.
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Section 4.3
The Sale Shares consist of 250 shares, represented by one Share Certificate(s), of no par value, all issued and outstanding registered in the name of Seller. The Sale Shares are free and clear of any Lien, charge, option, right of pre-emption or other encumbrance or third party right whatsoever.
Section 4.4
The Seller is the sole legal and beneficial owner of the Sale Shares.
Section 4.5
Enforceability This Agreement has been duly and validly executed and delivered by the Seller and (assuming the due authorization, execution and delivery hereof by Buyer) constitutes a valid and binding agreement of the Seller enforceable against it in accordance with its terms, subject to:
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(a)
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Applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general application from time to time in effect that affect creditors' rights generally,
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(b)
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General principles of equity,
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(c)
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The power of a court to deny enforcement of remedies generally based upon public policy.
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Section 4.6
No Violation or Breach Neither the execution and delivery of this Agreement nor the consummation of the transaction and performance of the terms and conditions hereof by Seller will
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(a)
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Result in a violation or breach of or default under any provision of the organizational documents of Seller or any agreement, indenture or other instrument under which Seller is bound, or
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(b)
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Violate any law applicable to Seller.
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Section 4.7
Consent and Approvals No consent, approval, authorization or permit of, or filing with or notification to, any Person is required for or in connection with the execution and delivery of this Agreement by the Seller for or in connection with the consummation of the transactions and performance of the terms and conditions contemplated hereby by the Seller.
Section 4.8
Brokerage Fees and Commissions The Seller has not incurred any obligation or entered into any agreement for any investment banking, brokerage, or finder's fee or commission in respect of the transactions contemplated by this Agreement for which Buyer or the Company will incur any liability.
Section 4.9
Bankruptcy There are no bankruptcy, reorganization, or arrangement proceedings pending against, being contemplated by, or, to the knowledge of the Seller, threatened against Seller.
Section 4.10
Actions There are no actions, claims, suits, investigations or proceedings to which the Seller is a party pending or, to the knowledge of the Seller, threatened in any court or before or by any governmental department, commission, agency or other instrumentality (excluding any rulemaking, investigation or similar proceeding of general applicability and any appeal or petition for review relating thereto), or before any arbitrator, that may, individually or in the aggregate, have a Material Adverse Effect or which seeks to prohibit, restrict or delay consummation of the transactions contemplated hereby. Seller is not in default with respect to any judgment, order, writ, injunction, decree or award applicable to it of any court or other governmental instrumentality or arbitrator having jurisdiction over it. Seller has all permits, certificates, licenses, approvals, and other authorizations that are required in connection with the operation of its businesses, all such permits, certificates, licenses, approvals and other authorizations are in full force and effect and there is no basis for any breach thereof to be threatened. Seller is exercising reasonable efforts, to the extent customary in its businesses, to comply with all statutes, rules and regulations applicable to it of governmental authorities having jurisdiction over it, and is not in violation of or in default with respect to any statute, or any rule or regulation applicable to it of any governmental authority having jurisdiction over it, which violation or default individually or in the aggregate may have a Material Adverse Effect.
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Section 4.11
The Seller has not engaged in any acts or transactions, in violation of or inconsistent with the anti-bribery, anti-terrorism, economic sanction or anti-money laundering legislation or regulation measure or regulatory procedures of any government.
Section 4.12
The Seller is not prohibited by any order, writ, injunction or decree of any body of competent jurisdiction from consummating the transactions contemplated by this Agreement and no such action or proceeding is pending or, to the best of their knowledge and belief, threatened against the Seller which questions the validity of this Agreement, any of the transactions contemplated hereby or any action which has been taken by any of the parties in connection herewith or in connection with any of the transactions contemplated hereby.
Section 4.13
The Seller has the full right, power and authority to enter into this Agreement and to transfer, convey and sell to the Buyer the Sale Shares and upon consummation of the purchase contemplated hereby, Buyer will acquire from Seller good and marketable title to the Shares, free and clear of all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever.
In case any restriction whatsoever exists with respect to the sale of the Sale Shares by the Seller to the Buyer, the Seller will obtain all necessary consents/agreements with respect to selling the Shares to the Buyer in the manner contemplated hereby.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER
The Buyer represents and warrants to the Seller that:
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Section 5.1
Organization of Buyer The Buyer is a company, duly organized under the laws of Republic of the ▇▇▇▇▇▇▇▇ Islands. The Company is an entity duly formed, in good standing and validly existing under the laws of the ▇▇▇▇▇▇▇▇ Islands.
Section 5.2
Authority It has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, however the transaction contemplated hereby is subject to the final approval of the Buyers' Board of Directors.
Section 5.3
Enforceability This Agreement has been duly and validly executed and delivered by the Buyer and (assuming the due authorization, execution and delivery hereof by Seller) constitutes a valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to
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(a)
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Applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general application from time to time in effect that affect creditors' rights generally,
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(b)
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General principles of equity,
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(c)
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The power of a court to deny enforcement of remedies generally based upon public policy.
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Section 5.4
No Violation Neither the execution and delivery of this Agreement nor the consummation of the transaction and performance of the terms and conditions hereof by Buyer will
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(a)
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Result in a violation or breach of or default under any provision of any agreement, indenture or other instrument under which Buyer is bound,
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(b)
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Violate any law applicable to Buyer.
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Section 5.5
Brokerage Fees and Commissions Buyer has not incurred any obligation or entered into any agreement for any investment banking, brokerage, or finder's fee or commission in respect of the transactions contemplated by this Agreement for which Seller or the Company shall incur any liability.
Section 5.6
Bankruptcy There are no bankruptcy, reorganization, or arrangement proceedings pending against, being contemplated by, or, to the knowledge of the Buyer, threatened against the Buyer.
Section 5.7
The Buyer has not engaged in any acts or transactions, in violation of or inconsistent with the anti-bribery, anti-terrorism, economic sanction or anti-money laundering legislation or regulation measure or regulatory procedures of any government.
Section 5.8
Limitation The Buyer has not made and the Seller has not relied upon any representations and/or warranties other than those expressly set out in this Agreement.
Section 5.9
Consent and Approvals The Buyer requires no consent, approval, authorization or permit from any Person, other than any filings that the Buyer is required to do by the US Securities and Exchange Commission ("SEC"), the Nasdaq Stock Market and any other applicable regulatory authority including any press releases with respect to the Agreement and any other agreement that may be entered into with the Seller for the sale of the Sale Shares of the Company, and is not required to make any filing with or notification to, any Person, as a result of its execution and delivery of, and performance of its obligations under this Agreement, except as described herein.
ARTICLE VI
TAXES
Section 6.1
Taxes The Buyer and the Seller shall cooperate in good faith to supply the other and to supply the appropriate taxing authorities, as necessary, with all relevant tax accounting worksheets, reports, forms, statements, communications and all other information that may be required in order to comply with the relevant Tax jurisdictions of the Seller or the Buyer.
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ARTICLE VIII
MISCELLANEOUS
Section 7.1
Confidentiality Neither Party shall disclose to any third Parties information that it has relating to the businesses, properties, financial condition, results of operations or prospects of the Company, except (i) to the extent such information is publicly available or is obtainable from independent sources who did not receive the information from the other Party, (ii) as requested or required by any law or statutory body, the rules of the SEC or any applicable stock exchange (including but not limited to the Nasdaq Global Market), any applicable accounting standards, ordered by any court, regulation, court order, judicial process or arbitral award (including by oral questions, interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demand or any other similar legal process), or (iii) as authorized in writing by the other Party.
Section 7.2
Arbitration Any dispute (a "Dispute") arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity) shall be referred to and finally resolved by arbitration under the Arbitration Rules (the "Rules") of the London Court of International Arbitration ("LCIA"). The tribunal shall consist of three arbitrators, one to be appointed by the Seller, one to be appointed by the Buyer and the third to be appointed by the two arbitrators so appointed. If the arbitrators appointed by the parties cannot agree on the identity of the third arbitrator within 14 days, the third arbitrator shall be appointed by the President for the time being of the LCIA. The language of the arbitration shall be English and the seat of the arbitration shall be in London.
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Section 7.3
Fees and Expenses All fees and expenses, including fees and expenses of counsel, financial advisors and accountants, incurred in connection with this Agreement, the negotiation hereof and the transactions contemplated hereby shall be paid by the Party incurring such fees or expenses.
Section 7.4
Amendments This Agreement may not be modified or amended except by an instrument or instruments in writing mutually agreed between the Seller and the Buyer.
Section 7.5
Counterparts This Agreement may be executed in one or more counterparts, all of which shall be one and the same agreement and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party.
Section 7.6
Rights of Third Parties Nothing in this Agreement, whether express or implied, other than the indemnification provisions contained in Article VI, is intended to confer any rights or remedies under or by reason of this Agreement on any Person other than the Parties hereto, their respective successors and permitted assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third party to any Party to this Agreement, nor shall any provision herein give any third party any right of subrogation or action over or against any Party to this Agreement.
Section 7.7
Entire Agreement This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and there are no agreements, representations, or warranties between the Parties other than those set out or referred to herein.
Section 7.8
Notices Any notices or other communications required or permitted under this Agreement shall be sufficiently given if personally delivered or sent by commercial overnight delivery or facsimile or e-mail, addressed as follows:
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Seller:
Mineral Transport Holdings Inc.
▇/▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
For the Attention of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇
E-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
Fax: ▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇
Buyer:
▇/▇ ▇-▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
For the attention of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
E-mail: ▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇
Fax: + ▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇
or to such other address as shall be furnished in writing by either Party. If personally delivered, such communication shall be deemed delivered upon actual receipt; if delivered by facsimile or e-mail as described above, such communication shall be deemed delivered the next Business Day after transmission (and sender shall bear the burden of proof of delivery); if sent by overnight courier as described above, such communication shall be deemed delivered as of the date of delivery indicated on the receipt issued by the relevant courier service.
Section 7.9
Further Assurances At any time and from time to time after the date hereof, each Party, without further consideration, shall execute such additional documents as may be reasonably requested by the other Party to carry out the purposes and intent of this Agreement and to fulfill its obligations hereunder.
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Section 7.10
Governing Law This Agreement shall be governed by and construed in accordance with the laws of England without giving effect to its conflicts of law principles.
Section 7.11
Successors and Assigns The rights and obligations of either Party shall not be assigned or delegated by such Party without the written consent of the other Party, which may be withheld in that Party's sole discretion. Any assignment or obligation in violation of this Section 7.11 shall be void and of no effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns.
Section 7.12
Severability If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner to the end that the economic effects of the transaction contemplated hereby are preserved to the extent possible.
Section 7.13
Waivers Either Party may, only by an instrument in writing, waive compliance by the other Party with any term or provision of this Agreement on the part of such other Party to be performed or complied with. The waiver by a Party of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.
Section 7.14
Meanings of Pronouns, Singular and Plural Words All pronouns used in this Agreement shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the person to which or to whom reference is made may require. Unless the context in which it is used shall clearly indicate to the contrary, words used in the singular shall include the plural, and words used in the plural shall include the singular.
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Section 7.15
Headings The headings in this Agreement are inserted for convenience only and shall not constitute a part hereof.
Section 7.16
Publicity Any public announcement by either Party relating to the transaction contemplated by this Agreement will be subject to the prior written approval of the other Party (such approval not be unreasonably withheld), except as such may be required by law or statutory body, the rules of the SEC or any applicable stock exchange (including but not limited to Nasdaq Global Market) and any applicable accounting standards.
Section 7.17
Not to be Construed Against Drafter The Parties acknowledge that they have had an adequate opportunity to review each and every provision contained in this Agreement and to submit the same to legal counsel for review and comment. Based on said review and consultation, the Parties agree with each and every term contained in this agreement. Based on the foregoing, the Parties agree that the rule of construction that a contract be construed against the drafter, if any, will not be applied in the interpretation and construction of this Agreement.
[Remainder of page intentionally left blank; Signature page follows]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date hereof.
| SELLER: | BUYER: | |
| MINERAL TRANSPORT HOLDINGS INC. | SEANERGY MARITIME HODLINGS CORP. | |
| By: | By: | |||
| Name: | Name: | ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: | Title: | Director / Attorney in fact | ||
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APPENDIX 1
Termination and Consent Letter
To: Mineral Transport Holdings Inc. ("Mineral Transport")
2010
Dear Sirs,
We refer to the agreement listed in the schedule to this letter (the "Shareholders Agreement").
In consideration of the mutual covenants given in this letter:
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1.
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Each Relevant Company (being each of the companies listed in the 4th column of the table in the schedule to this letter and a signatory to this letter) hereby agrees that the Shareholders Agreement is terminated with effect from the date of this letter;
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2.
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Mineral Transport, by countersigning this letter, hereby agrees that the Shareholders Agreement is terminated with effect from the date of this letter and that no Relevant Company has any liability of any nature pursuant to the Shareholders Agreement; and
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3.
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Each Relevant Company hereby consents to the sale by Mineral Transport of its entire shareholding in Bulk Energy Transport (Holdings) Limited ("BET") (the "Shares") to Seanergy Maritime Holdings Corp.
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This letter is governed by English law.
Schedule to Termination and Consent Letter: The Shareholders Agreement
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Document
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Date
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Mineral Transport
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Relevant Company
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Shareholder Agreement
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12.08.09
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Mineral Transport Holdings Inc.
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Bulk Energy Transport (Holdings) Limited
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Yours faithfully
___________________________________
For and on behalf of
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____________________________________
For and on behalf of
Bulk Energy Transport (Holdings) Limited
We agree:
____________________________________
For and on behalf of
Mineral Transport Holdings Inc.
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APPENDIX 2
STOCK TRANSFER
KNOW ALL PERSONS BY THESE PRESENTS that for valuable consideration to it paid, Mineral Transport Holdings Inc., a corporation organized and existing under the laws of the ▇▇▇▇▇▇▇▇ Islands (the "Transferor") has bargained, sold and transferred and by these presents does bargain, sell and transfer to Seanergy Maritime Holdings Corp., a company organized and existing under the laws of the ▇▇▇▇▇▇▇▇ Islands (the "Transferee") all its right title and interest in and to those certain 250 shares of Bulk Energy Transport (Holdings) Limited, a corporation organized under the laws of the ▇▇▇▇▇▇▇▇ Islands (the "Company") registered on the books of the Company in the name of the Transferor and evidenced by share certificate(s) …………. attached hereto issued by the Company to the Transferor and representing said ………………………. shares of the common stock of the Company.
IN WITNESS WHEREOF, the Transferor has caused this instrument to be executed by its duly authorized representative this day of 2010.
Mineral Transport
(Holdings) Inc.
By: _________________
Name:
Title:
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APPENDIX 3
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Name and Address of Investor
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United Capital Investments Corp.
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Atrion Shipholding S.A.
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Plaza Shipholding Corp.
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Comet Shipholding Inc.
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APPENDIX 4
Form of Registration Rights Agreement
SK 26979 0001 1142207
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