0000950123-07-009733 Sample Contracts
15,000,000 Units SEANERGY MARITIME CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 10th, 2007 • Seanergy Maritime Corp. • 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:
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,...Purchase Option Agreement • July 10th, 2007 • Seanergy Maritime Corp. • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) , 2008 [SIX MONTHS FROM EFFECTIVE DATE] 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 , 2012 [FIVE YEARS FROM EFFECTIVE DATE].
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 10th, 2007 • Seanergy Maritime Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___day of , 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 AGREEMENTInvestment Management Trust Agreement • July 10th, 2007 • Seanergy Maritime Corp. • New York
This Agreement is made as of [ ], 2007 by and between Seanergy Maritime Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 10th, 2007 • Seanergy Maritime Corp. • New York
STOCK ESCROW AGREEMENT, dated as of , 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 corporation (“Escrow Agent”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal and Corporate Opportunities Agreement • July 10th, 2007 • Seanergy Maritime Corp. • New York
This Right of First Refusal and Corporate Opportunities Agreement (this “Agreement”) is made as of , 2007 by and between Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”) and , a corporation (“ ”) in connection with the Company’s proposed initial public offering (the “IPO”) of units of the Company in the United States pursuant to a registration statement on Form F-1 (as amended, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission.
STOCK SURRENDER AGREEMENTStock Surrender Agreement • July 10th, 2007 • Seanergy Maritime Corp. • New York
This Stock Surrender Agreement (the “Agreement”) dated as of February 20, 2007, by and among the individuals listed on Schedule A (each an “Insider” and collectively, “Insiders”) and Seanergy Maritime Corp. (the “Company”).
WARRANT AGREEMENTWarrant Agreement • July 10th, 2007 • Seanergy Maritime Corp. • New York
This Warrant Agreement (this “Agreement”) made as of [ ], 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.
SEANERGY MARITIME CORP.Service Agreement • July 10th, 2007 • Seanergy Maritime Corp.
This letter will confirm our agreement, that commencing on the effective date (“Effective Date”) of the registration statement of the initial public offering (“IPO”) of the securities of Seanergy Maritime Corp. (“Company”) and continuing until the consummation by the Company of a “Business Combination” (as described in the prospectus), Diadochi Chi Alvertou Zafet S.A. (“You”) shall make available to the Company certain technology and administrative and secretarial services, as well as the use of certain limited office space, including a conference room, in [ ], Marshall Islands, as may be required by the Company from time to time, situated at [ ], Marshall Islands (or any successor location). In exchange therefor, the Company shall pay to You the sum of $7,500 per month (the “Fee”) on the Effective Date and continuing monthly thereafter.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 10th, 2007 • Seanergy Maritime Corp. • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this ___ day of ___, 2007 for the benefit of Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”), having its principal place of business at 641 Fifth Avenue, New York, NY 10022 by the person or entity listed on the signature page hereto under the heading “Subscriber” (the “Subscriber”).