Republic of The Marshall Islands | | | 4412 | | | N/A |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification No.) |
| | | | |||
United Maritime Corporation 154 Vouliagmenis Avenue 166 74 Glyfada Greece Telephone: +30 2130181507 | | | | | Watson Farley & Williams LLP Attention: Will Vogel, Esq. 250 West 55th Street New York, New York 10019 (212) 922-2280 | |
(Address and telephone number of Registrant’s principal executive offices) | | | | | (Name, address and telephone number of agent for service) |
Will Vogel, Esq. Watson Farley & Williams LLP 250 West 55th Street New York, New York 10019 (212) 922-2280 (telephone number) | | | Barry I. Grossman, Esq. Sarah Williams, Esq. Matthew Bernstein, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 (212) 370-1300 (telephone number) (212) 370-7889 (facsimile number) |
† | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012 |
| | Minimum Number of Units(1) | | | Maximum Number of Units(1) | | | Per Unit(1) | | | Total | |
Public Offering Price | | | | | | | $ | | | $ | ||
Placement Agent fees(2)(3) | | | | | | | $ | | | $ | ||
Proceeds, before expenses, to us | | | | | | | $ | | | $ |
(1) | Units consist of one common share and one Class A Warrant. |
(2) | The placement agent fees shall equal 6.75% of the gross proceeds of the securities sold by us in this offering. |
(3) | The Placement Agent will receive compensation in addition to the placement agent fees described above. See “Plan of Distribution” for a description of compensation payable to the Placement Agent. |
• | changes in shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand; |
• | changes in seaborne and other transportation patterns; |
• | changes in worldwide oil production and consumption and storage; |
• | changes in the supply of or demand for dry bulk commodities, including dry bulk commodities carried by sea, generally or in particular regions; |
• | fluctuations in the supply and demand for crude oil and petroleum products and changes in the patterns of trade; |
• | changes in the number of newbuildings under construction in the dry bulk or tanker shipping sectors; |
• | changes in the useful lives and the value of our vessel and other vessels we may acquire and the related impact on our compliance with loan covenants; |
• | the aging of our fleet and increases in operating costs; |
• | changes in our ability to complete future, pending or recent acquisitions or dispositions, including the tanker vessels we may acquire; |
• | our ability to achieve successful utilization of our expanded fleet; |
• | changes to our financial condition and liquidity, including our ability to pay amounts that we owe and obtain additional financing to fund capital expenditures, acquisitions, including the tanker vessels we may acquire, and other general corporate activities; |
• | risks related to our business strategy, areas of possible expansion or expected capital spending or operating expenses; |
• | our dependence on Seanergy Maritime Holdings Corp. and our third-party managers to operate our business; |
• | changes in the availability of crew, number of off-hire days, classification survey requirements and insurance costs for the vessel initially comprising our fleet and other vessels we may acquire; |
• | changes in our relationships with our contract counterparties, including the failure of any of our contract counterparties to comply with their agreements with us; |
• | loss of our customers, charters or vessel and other vessels we may acquire; |
• | damage to our vessel and other vessels we may acquire; |
• | potential liability from future litigation and incidents involving our vessel and other vessels we may acquire; |
• | our future operating or financial results; |
• | acts of terrorism and other hostilities, pandemics or other calamities (including, without limitation, the worldwide novel coronavirus, or COVID-19, outbreak); |
• | risks associated with the length and severity of the ongoing COVID-19 outbreak, including its effects on demand for seaborne transportation of dry bulk products, petroleum and other types of products, crew changes and the transportation thereof; |
• | changes in global and regional economic and political conditions, including conditions in the oil industry; |
• | general domestic and international political conditions or events, including “trade wars”, the war between Russia and Ukraine and related sanctions; |
• | changes in governmental rules and regulations or actions taken by regulatory authorities, particularly with respect to the marine transportation industry; and |
• | other factors discussed in “Risk Factors.” |
Vessel Name | | | Year Built | | | Dwt | | | Flag | | | Yard | | | Type of Employment |
Gloriuship | | | 2004 | | | 171,314 | | | Marshall Islands | | | Hyundai | | | T/C Index Linked(1) |
(1) | This vessel is chartered by Pacbulk Shipping Pte. Ltd. Singapore, a dry bulk charter operator, and was delivered to the charterer on December 19, 2019 for an original period of about 4 to about 7 months, pursuant to the terms of the charterparty agreement dated December 6, 2019 entered into between the United Maritime Predecessor and the charterer. On April 16, 2020, the charter was extended for a period of about 10 to about 14 months. On December 22, 2020, a further extension period was agreed up to minimum January 2022 to maximum April 2022. On December 22, 2021 another extension period was agreed up to minimum December 2022 to maximum April 2023. The net daily charter hire is calculated at an index linked rate based on the five T/C routes of the BCI. In addition, the time charter provides the option to convert the index linked rate to a fixed rate for a period of minimum 3 to maximum 12 months based on the Capesize 5TC freight forward agreement for the selected period. The Company has exercised this option and the vessel currently earns a gross fixed charter rate of $28,060 per day for the period from April 1, 2022 until November 30, 2022. The Company had previously exercised this |
Vessel Name | | | Year Built | | | Dwt | | | Type | | | Flag | | | Yard |
Godam | | | 2006 | | | 113,553 | | | Aframax | | | Marshall Islands | | | Samsung |
Mandala | | | 2006 | | | 113,553 | | | Aframax | | | Marshall Islands | | | Samsung |
Thunderbolt | | | 2008 | | | 108,817 | | | LR2 | | | Marshall Islands | | | SWS |
Timberwolf | | | 2008 | | | 109,647 | | | LR2 | | | Marshall Islands | | | Dalian |
• | The cyclical nature of the shipping industry may lead to volatility in charter rates and vessel values, which could adversely affect our future earnings. |
• | Charter rates in the crude oil tankers sector in which we may operate and in the product and chemical tanker sectors of the seaborne transportation industry have significantly declined from historically high levels in 2008 and may remain depressed or decline further in the future, which may adversely affect our earnings. |
• | Charter hire rates for dry bulk vessels are cyclical and volatile and the dry bulk market remains significantly below its historic high. This may adversely affect our earnings, revenue and profitability and our ability to comply with our loan covenants or covenants in other financing agreements. |
• | Outbreaks of epidemic and pandemic diseases, including COVID-19, and any relevant governmental responses thereto could adversely affect our business, results of operations or financial condition. |
• | Our current fleet is mostly dependent on spot or index-linked charters, which are highly volatile, and any decrease in spot charter rates or indexes in the future may adversely affect our earnings. |
• | An over-supply of tanker or dry bulk vessel capacity may depress the current charter rates and vessel values and, in turn, adversely affect our profitability. |
• | If economic conditions throughout the world decline, it will negatively impact our results of operations, financial condition and cash flows, and could cause the market price of our common shares to decline. |
• | Terrorist attacks and international hostilities could affect our business, results of operations, cash flows and financial condition. |
• | Risks associated with operating ocean-going vessels could affect our business and reputation, which could adversely affect our revenues and expenses. |
• | If we decide to operate in the crude oil tanker sector, the decrease in shipments of crude oil from the Arabian Gulf or the Atlantic basin may adversely affect our financial performance. |
• | A decrease in the level of China’s imports of crude oil or petroleum products or a decrease in oil trade globally could have a material adverse impact on our charterers’ business and, in turn, could cause a material adverse impact on our results of operations, financial condition and cash flows. |
• | The employment of any tanker vessels we may acquire could be adversely affected by an inability to clear the Oil Majors’ vetting process, and we could be in breach of our charter agreements with all of our tanker vessels. |
• | Rising fuel prices may adversely affect our profits. |
• | Our revenues are subject to seasonal fluctuations, which could affect our operating results and ability to service our debt or pay dividends. |
• | Climate change and greenhouse gas restrictions may be imposed. |
• | Increased scrutiny of environmental, social and governance matters may impact our business and reputation. |
• | Our vessel and other vessels we may acquire may call on ports located in or may operate in countries that are subject to restrictions or sanctions imposed by the United States, the European Union or other governments that could result in fines or other penalties imposed on us and may adversely affect our reputation and the market price of our common shares. |
• | Sulfur regulations to reduce air pollution from ships have required retrofitting of vessels and may cause us to incur significant costs. |
• | We are subject to regulation and liability under environmental laws that could require significant expenditures and affect our cash flows and net income. |
• | Regulations relating to ballast water discharge may adversely affect our revenues and profitability. |
• | Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and disrupt our business. |
• | Increasing growth of electric vehicles and renewable fuels could lead to a decrease in trading and the movement of crude oil and petroleum products worldwide. |
• | The operation of dry bulk and tanker vessels has particular operational risks. |
• | The market values of our vessel and other vessels we may acquire may decrease, which could limit the amount of funds that we can borrow in the future, trigger breaches of certain financial covenants under any future loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a decline in their market value, a loss. |
• | Our current fleet consists of one Capesize drybulk vessel. Any limitation in the availability or operation of this vessel could have a material adverse effect on our business, results of operations and financial condition. |
• | If we fail to manage our planned growth properly, we may not be able to successfully expand our fleet. |
• | We may be unable to obtain financing for the acquisition of the Acquisition Vessels or any other vessels we may acquire. |
• | The delivery of the Acquisition Vessels is conditioned upon satisfaction of a number of conditions that are beyond our control; and as such the acquisition may not be consummated and we will incur transaction costs regardless of whether the acquisition is consummated. |
• | An active and liquid market for our common shares may not be sustained. |
• | Anti-takeover provisions in our amended and restated articles of incorporation and bylaws could make it difficult for our shareholders to replace or remove our current board of directors or could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares. |
• | We may issue additional common shares or other equity securities without your approval, which could dilute your ownership interests and may depress the market price of our common shares. |
• | Since we have broad discretion in how we use the proceeds from this offering, we may use the proceeds in ways with which you disagree. |
• | We may not be able to maintain compliance with the Nasdaq Capital Market’s continued listing requirements. |
• | There is no public market for the Class A Warrants or pre-funded warrants being offered in this offering and we do not expect one to develop. |
• | exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal controls over financial reporting under Section 404(b) of Sarbanes-Oxley; |
• | exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies; and |
• | exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and financial statements. |
(1) | Based on 1,512,004 common shares outstanding as of the date of this prospectus and excludes: |
• | 150,000 common shares issuable under our 2022 Equity Incentive Plan; and |
• | common shares issuable upon conversion of our Series C Preferred Shares, which are convertible upon the first anniversary of the consummation of the Spin-Off. |
• | demand for and supply of liquid cargoes, including petroleum and petroleum products and any differences in supply and demand between regions; |
• | developments in international trade; |
• | waiting days in ports; |
• | changes in oil production and refining capacity and regional availability of petroleum refining capacity; |
• | environmental and other legal and regulatory developments, including the adoption of any limits on CO2 emissions or the consumption of carbon-based fuels due to climate change agreements or protocols; |
• | global and regional economic conditions, including the global impact of the COVID-19 pandemic and efforts throughout the world to contain its spread; |
• | the distance chemicals, petroleum and petroleum products are to be moved by sea; |
• | changes in seaborne and other transportation patterns, including changes in distances over which cargo is transported due to geographic changes in where oil is produced, refined and used; |
• | competition from alternative sources of energy; |
• | armed conflicts and terrorist activities; |
• | natural or man-made disasters that affect the ability of our vessel to use certain waterways; |
• | political developments, including changes to trade policies and or trade wars, including the provision or removal of economic stimulus measures meant to counteract the effects of sudden market disruptions due to financial, economic or health crises; |
• | embargoes and strikes; |
• | global or local health related issues including disease outbreaks or pandemics, such as the COVID-19 pandemic; and |
• | domestic and foreign tax policies. |
• | the number of newbuilding deliveries; |
• | the scrapping rate of older vessels; |
• | port or canal congestion, closure or blockage; |
• | the number of vessels that are used for storage or as floating storage offloading service vessels; |
• | the conversion of tankers to other uses, including conversion of vessels from transporting oil and petroleum products to carrying drybulk cargo and the reverse conversion; |
• | availability of financing for new or secondhand tankers; |
• | the phasing out of single-hull tankers due to legislation and environmental concerns; |
• | the price of steel; |
• | the number of vessels that are out of service; |
• | national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage; and |
• | environmental concerns and regulations, including ballast water management, low sulfur fuel consumption regulations and reductions in CO2 emissions. |
• | decrease in available financing for vessels; |
• | no active secondhand market for the sale of vessels; |
• | charterers seeking to renegotiate the rates for existing time charters; |
• | widespread loan covenant defaults in the dry bulk shipping industry due to the substantial decrease in vessel values; and |
• | declaration of bankruptcy by some operators, charterers and vessel owners. |
• | number of new vessel deliveries; |
• | scrapping rate of older vessels; |
• | vessel casualties; |
• | price of steel; |
• | number of vessels that are out of service; |
• | vessels’ average speed; |
• | changes in environmental and other regulations that may limit the useful life of vessels; and |
• | port or canal congestion. |
• | crew strikes and/or boycotts; |
• | the damage or destruction of vessels due to marine disaster; |
• | piracy or other detentions; |
• | environmental accidents; |
• | cargo and property losses or damage; and |
• | business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions. |
• | increased use of existing and future crude oil pipelines in the Arabian Gulf or Atlantic basin regions; |
• | increased demand for crude oil in the Arabian Gulf or Atlantic basin regions; |
• | a decision by OPEC or other petroleum exporters to increase their crude oil prices or to further decrease or limit their crude oil production; |
• | any increase in refining of crude into petroleum products for domestic consumption or export; |
• | armed conflict or acts of piracy in the Arabian Gulf or Atlantic basin including West Africa and political or other factors; |
• | economic and pandemic related crises that decrease oil demand generally; |
• | changes to oil production in other regions, such as the United States, Russia and Latin America; and |
• | the development and the relative costs of nuclear power, natural gas, coal and other alternative sources of energy. |
• | terminal use, which clears a vessel to call at one of the Oil Major’s terminals; |
• | voyage charter, which clears the vessel for a single voyage; and |
• | period charter (or time charter), which clears the vessel for use for an extended period of time. |
• | Office assessments and audits of the vessel operator; |
• | The vessel operator’s environmental, health, and safety record; |
• | Compliance with the standards of the IMO; |
• | Compliance with Oil Majors’ codes of conduct, policies, and guidelines, including policies relating to transparency, anti-bribery and ethical conduct requirements, and relationships with third parties; |
• | Compliance with heightened industry standards set by the Oil Majors; |
• | Results of Port State Control inspections (see below); |
• | Shipping industry relationships, reputation for customer services, and technical and operating expertise; and |
• | Shipping experience and quality of ship operations, including cost-effectiveness and technical capability and experience of crewmembers. |
• | prevailing levels of charter rates; |
• | general economic and market conditions affecting the shipping industry, including changes in global dry cargo commodity supply; |
• | competition from other shipping companies; |
• | types, sizes and age of vessels; |
• | sophistication and condition of the vessels; |
• | advances in efficiency, such as introduction of autonomous vessels; |
• | where the vessel was built and as-built specifications; |
• | lifetime maintenance record; |
• | supply and demand for vessels; |
• | number of newbuilding deliveries; |
• | number of vessels scrapped or otherwise removed from the world fleet; |
• | changes in environmental and other regulations that may limit the useful life of vessels; |
• | decreased costs and increases in use of other modes of transportation; |
• | cost of newbuildings or secondhand vessel acquisitions; |
• | whether the vessel is equipped with scrubbers or not; |
• | global economic or pandemic related crises; |
• | governmental and other regulations, including environmental regulations; |
• | ability of buyers to access financing and capital; |
• | technological advances; and |
• | the cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, or otherwise. |
• | generate excess cash flow so that we can invest without jeopardizing our ability to cover current and foreseeable working capital needs, including debt service; |
• | finance our operations; |
• | identify opportunities to enter other seaborne transportation sectors; |
• | locate and acquire suitable vessels; |
• | identify and consummate acquisitions or joint ventures; |
• | integrate any acquired businesses or vessels, including those operating in sectors in which we do not currently operate, successfully with our existing operations; |
• | hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet; and |
• | expand our customer base, including in new sectors. |
• | our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired, or such financing may be unavailable on favorable terms, or at all; |
• | we may need to use a substantial portion of our cash from operations to make principal and interest payments on our bank debt and financing liabilities, reducing the funds that would otherwise be available for operations, future business opportunities and any future dividends to our shareholders; |
• | our debt level could make us more vulnerable to competitive pressures or a downturn in our business or the economy generally than our competitors with less debt; and |
• | our debt level may limit our flexibility in responding to changing business and economic conditions. |
• | quarterly variations in our results of operations; |
• | changes in market valuations of similar companies and stock market price and volume fluctuations generally; |
• | changes in earnings estimates or the publication of research reports by analysts; |
• | speculation in the press or investment community about our business or the shipping industry generally; |
• | strategic actions by us or our competitors such as acquisitions or restructurings; |
• | the thin trading market for our common shares, which makes it somewhat illiquid; |
• | regulatory developments; |
• | additions or departures of key personnel; |
• | general market conditions; and |
• | domestic and international economic, market and currency factors unrelated to our performance. |
• | authorize our board of directors to issue “blank check” preferred stock without shareholder approval, including preferred shares with superior voting rights, such as the Series B Preferred Shares; |
• | provide for a classified board of directors with staggered, three-year terms; |
• | permit the removal of any director only for cause; |
• | prohibiting shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action; |
• | limiting the persons who may call special meetings of shareholders; and |
• | establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at meetings of shareholders. |
• | our existing shareholders' proportionate ownership interest in us will decrease; |
• | the amount of cash available for dividends payable on our common shares may decrease; |
• | the relative voting strength of each previously outstanding common share may be diminished; and |
• | the market price of our common shares may decline. |
• | Prior to the Spin-Off, we operated as part of Parent’s broader corporate organization, and Parent performed various corporate functions for us. Our historical financial information reflects allocations of corporate expenses from Parent for these and similar functions. These allocations may not reflect the costs we will incur for similar services in the future as a publicly traded company. |
• | Our historical financial information does not reflect changes that we expect to experience in the future as a result of our separation from Parent, including changes in our cost structure, personnel needs, tax structure, financing and business operations. As part of Parent, we enjoyed certain benefits from Parent’s operating diversity, size, borrowing leverage and available capital for investments, and we may lose these benefits after the Spin-Off. As a separate entity, we may be unable to purchase services and technologies or access capital markets on terms as favorable to us as those we obtained as part of Parent prior to the Spin-Off. |
• | on an actual basis; |
• | on an as adjusted basis, to give effect to (i) the repayment of two instalments totaling $550,000 under our New EnTrust Facility and (ii) the consummation of the Spin-Off transaction on July 6, 2022 in connection with which Seanergy contributed to the Company i) one vessel-owning subsidiary and ii) $5 million in working capital, whereas as of the same date, i) the Company distributed all of its then issued and outstanding common shares (i.e. 1,512,004 shares) to Seanergy's shareholders, ii) our Chairman and Chief Executive Officer Stamatios Tsantanis received 40,000 of our Series B Preferred Shares, par value $0.0001 per share and iii) 5,000 of our Series C Preferred Shares were issued to Seanergy, par value $0.0001 per share, in exchange for the $5 million in working capital contribution by Seanergy, (the accounting treatment of which has not been finalized as of the date hereof); and |
• | on an as further adjusted basis, to give effect to (i) the issuance and sale of 1,333,334 Units consisting of one common share and one Class A Warrant to purchase one common share at an assumed public offering price of $7.50 per Unit at the minimum offering amount, (ii) the issuance and sale of 5,333,333 Units consisting of one common share and one Class A Warrant to purchase one common share at an assumed public offering price of $7.50 per Unit at the maximum offering amount, and (iii) total expenses of each offering amount, which include registration, filing and listing fees, printing fees and legal and accounting expenses amounting to $400,000 and the Placement Agent fee of 6.75% of the aggregate gross cash proceeds at each offering. |
(All figures in U.S. dollars, except for share amounts) | | | As of December 31, 2021 (audited)* | | | As Adjusted (unaudited)** | | | As Further Adjusted (unaudited) (minimum offering amount)** | | | As Further Adjusted (unaudited) (maximum offering amount)** |
Debt | | | | | | | | | ||||
Secured long-term debt, (net of deferred finance costs of $119,256) | | | 5,380,744 | | | 4,830,744 | | | 4,830,744 | | | 4,830,744 |
Total debt | | | 5,380,744 | | | 4,830,744 | | | 4,830,744 | | | 4,830,744 |
| | | | | | | | |||||
Equity | | | | | | | | | ||||
Parent investment | | | 7,868,678 | | | — | | | — | | | — |
Accumulated deficit | | | (828,300) | | | — | | | — | | | — |
Series B Preferred stock, $0.0001 par value; none issued and outstanding as at December 31, 2021, 40,000 shares issued and outstanding as adjusted, 40,000 shares issued and outstanding as further adjusted | | | — | | | 4 | | | 4 | | | 4 |
Series C Preferred stock, $0.01 par value; none issued and outstanding as at December 31, 2021, 5,000 shares issued and outstanding as adjusted, 5,000 shares issued and outstanding as further adjusted | | | — | | | 1 | | | 1 | | | 1 |
(All figures in U.S. dollars, except for share amounts) | | | As of December 31, 2021 (audited)* | | | As Adjusted (unaudited)** | | | As Further Adjusted (unaudited) (minimum offering amount)** | | | As Further Adjusted (unaudited) (maximum offering amount)** |
Common shares, $0.0001 par value; none issued and outstanding as at December 31, 2021, 2,000,000,000 authorized shares and 1,512,004 shares issued and outstanding as adjusted, 2,000,000,000 authorized shares and 2,845,338 or 6,845,337 minimum offering or maximum offering shares issued and outstanding as further adjusted, respectively | | | — | | | 151 | | | 284 | | | 684 |
Additional paid-in capital | | | — | | | 12,040,378 | | | 20,965,244 | | | 48,939,844 |
Equity, net | | | 7,040,378 | | | 12,040,534 | | | 20,965,534 | | | 48,940,533 |
Total capitalization | | | 12,421,122 | | | 16,871,278 | | | 25,796,278 | | | 53,771,277 |
* | The December 31, 2021 column depicts the United Maritime Predecessor financial information, as the Spin-off was consummated on July 6, 2022. |
** | The Additional paid-in capital as adjusted and as further adjusted has been determined using the $5 million working capital contributed as of the distribution date in exchange for the Company's common and preferred stock (the accounting treatment of spin-off transaction has not been finalized as of the date hereof). |
Public offering price per Unit | | | | | $ | |
Pro Forma net tangible book value per share as of December 31, 2021 | | | $ | | | |
Increase per share attributable to new investors in this offering | | | $ | | | |
As-adjusted pro forma net tangible book value per share as of December 31, 2021, after giving effect to this offering | | | | | $ | |
Dilution per share to new investors in this offering | | | | | $ |
• | 150,000 common shares issuable under our 2022 Equity Incentive Plan; |
• | common shares issuable upon conversion of our Series C Preferred Shares, which are convertible upon the first anniversary of the consummation of the Spin-Off. |
Public offering price per Unit | | | | | $ | |
Pro Forma net tangible book value per share as of December 31, 2021 | | | $ | | | |
Increase per share attributable to new investors in this offering | | | $ | | | |
As-adjusted pro forma net tangible book value per share as of December 31, 2021, after giving effect to this offering | | | | | $ | |
Dilution per share to new investors in this offering | | | | | $ |
• | 150,000 common shares issuable under our 2022 Equity Incentive Plan; |
• | common shares issuable upon conversion of our Series C Preferred Shares, which are convertible upon the first anniversary of the consummation of the Spin-Off. |
• | number of vessels owned and operated; |
• | voyage charter rates; |
• | time charter trip rates; |
• | period time charter rates; |
• | the nature and duration of our voyage charters; |
• | vessels repositioning; |
• | vessel operating expenses and direct voyage costs; |
• | maintenance and upgrade work; |
• | the age, condition and specifications of our vessel and other vessels we may acquire; |
• | issuance of our common shares and other securities; |
• | amount of debt obligations; and |
• | financing costs related to debt obligations. |
• | exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal controls over financial reporting under Section 404(b) of Sarbanes-Oxley; |
• | exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and financial statements. |
| | Year Ended December 31, | |||||||
| | 2021 | | | 2020 | | | 2019 | |
Fleet Data: | | | | | | | |||
Ownership days | | | 365 | | | 366 | | | 365 |
Available days | | | 365 | | | 366 | | | 347 |
Operating days | | | 363 | | | 362 | | | 347 |
Fleet utilization | | | 99.5% | | | 98.9% | | | 95.1% |
| | | | | | ||||
Average Daily Results: | | | | | | | |||
TCE rate(1) | | | $19,972 | | | $11,025 | | | $12,343 |
Daily Vessel Operating Expenses | | | $6,321 | | | $5,393 | | | $5,622 |
(1) | We include TCE rate, a non-GAAP measure, as we believe it provides additional meaningful information in conjunction with net revenues from vessels, the most directly comparable U.S. GAAP measure, because it assists our management in making decisions regarding the deployment and use of our vessel and in evaluating their its financial performance. Our calculation of TCE rate may not be comparable to that reported by other companies. The following table reconciles our net revenues from vessel to TCE rate. |
| | Year Ended December 31, | |||||||
| | 2021 | | | 2020 | | | 2019 | |
(In thousands of US Dollars, except operating days and TCE rate) | | | | | | | |||
Net revenues from vessels | | | $7,395 | | | $4,124 | | | $6,885 |
Voyage expenses | | | 145 | | | 133 | | | 2,602 |
Time charter equivalent revenues | | | $7,250 | | | $3,991 | | | $4,283 |
| | | | | | ||||
Operating days | | | 363 | | | 362 | | | 347 |
Daily time charter equivalent rate | | | $19,972 | | | $11,025 | | | $12,343 |
| | Year Ended December 31, | |||||||
| | 2021 | | | 2020 | | | 2019 | |
(In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses) | | | | | | | |||
Vessel operating expenses | | | $2,307 | | | $1,974 | | | $2,052 |
| | | | | | ||||
Ownership days | | | 365 | | | 366 | | | 365 |
Daily Vessel Operating Expenses | | | $6,321 | | | $5,393 | | | $5,622 |
| | | | | | Carrying value plus unamortized dry-docking costs and cost of any equipment not yet installed as of (in millions of U.S. dollars) | ||||||
Vessel | | | Year Built | | | Dwt | | | December 31, 2021 | | | December 31, 2020 |
Gloriuship | | | 2004 | | | 171,314 | | | 12.4 | | | 13.4* |
TOTAL | | | | | | | 12.4 | | | 13.4 |
* | Indicates dry bulk carrier vessel for which we believe, as of December 31, 2020, the basic charter-free market value was lower than the vessel's carrying value plus unamortized dry-docking costs and cost of any equipment not yet installed. |
• | reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values; |
• | news and industry reports of similar vessel sales; |
• | news and industry reports of sales of vessels that are not similar to our vessel and other vessels we may acquire where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates; |
• | approximate market values for our vessel and other vessels we may acquire or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated; |
• | offers that we may have received from potential purchasers of our vessel and other vessels we may acquire; and |
• | vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers. |
Vessel Name | | | Year Built | | | Dwt | | | Flag | | | Yard | | | Type of Employment |
Gloriuship | | | 2004 | | | 171,314 | | | Marshall Islands | | | Hyundai | | | T/C Index Linked(1) |
(1) | This vessel is chartered by Pacbulk Shipping Pte. Ltd. Singapore, a dry bulk charter operator, and was delivered to the charterer on December 19, 2019 for an original period of about 4 to about 7 months, pursuant to the terms of the charterparty agreement dated December 6, 2019 entered into between the United Maritime Predecessor and the charterer. On April 16, 2020, the charter was extended for a period of about 10 to about 14 months. On December 22, 2020, a further extension period was agreed up to minimum January 2022 to maximum April 2022. On December 22, 2021 another extension period was agreed up to minimum December 2022 to maximum April 2023. The net daily charter hire is calculated at an index linked rate based on the five T/C routes of the BCI. In addition, the time charter provides the option to convert the index linked rate to a fixed rate for a period of minimum 3 to maximum 12 months based on the Capesize 5TC freight forward agreement for the selected period. The Company has exercised this option and the vessel currently earns a gross fixed charter rate of $28,060 per day for the period from April 1, 2022 until November 30, 2022. The Company had previously exercised this option for the periods of the second, third and fourth quarter of 2021 earning a gross daily rate of $11,270, $22,770 and $35,880, respectively, and a gross daily rate of $19,780 during January of 2022. According to the provisions of the time charter, as is customary in most time-charter contracts for dry bulk vessels, United Maritime Predecessor is entitled to terminate the charter in case of the charterer’s failure of punctual and regular payment of hire, while the charterer may cancel the charter if the vessel is placed off-hire for more than forty-five consecutive days. In addition, both parties have the option to terminate the charter in case of war outbreak between two or more of certain countries identified in the agreement (UK, United States, C.I.S., People’s Republic of China, Japan and Greece), which war directly affects the performance of the charter. The time charter is governed by English law. |
Vessel Name | | | Year Built | | | Dwt | | | Type | | | Flag | | | Yard |
Godam | | | 2006 | | | 113,553 | | | Aframax | | | Marshall Islands | | | Samsung |
Mandala | | | 2006 | | | 113,553 | | | Aframax | | | Marshall Islands | | | Samsung |
Thunderbolt | | | 2008 | | | 108,817 | | | LR2 | | | Marshall Islands | | | SWS |
Timberwolf | | | 2008 | | | 109,647 | | | LR2 | | | Marshall Islands | | | Dalian |
Customer | | | 2021 | | | 2020 | | | 2019 |
A | | | 100% | | | 100% | | | 52% |
B | | | — | | | — | | | 42% |
Total | | | 100% | | | 100% | | | 94% |
(i) | injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs; |
(ii) | injury to, or economic losses resulting from, the destruction of real and personal property; |
(iii) | loss of subsistence use of natural resources that are injured, destroyed or lost; |
(iv) | net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources; |
(v) | lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and |
(vi) | net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources. |
Name | | | Age | | | Position | | | Director Class |
Stamatios Tsantanis | | | 50 | | | Chairman, Chief Executive Officer & Director | | | C |
Stavros Gyftakis | | | 43 | | | Chief Financial Officer & Director | | | B |
Christina Anagnostara | | | 51 | | | Director* | | | A |
Ioannis Kartsonas | | | 50 | | | Director* | | | A |
Dimitrios Kostopoulos | | | 47 | | | Director* | | | B |
* | Independent Director |
Identity of Person or Group | | | Number of Shares Owned | | | Percent of Class |
Stamatios Tsantanis(1) | | | 30,932 | | | 2.05% |
Stavros Gyftakis | | | — | | | * |
Christina Anagnostara | | | — | | | * |
Ioannis Kartsonas | | | — | | | * |
Dimitrios Kostopoulos | | | — | | | * |
Directors and executive officers as a group (5 individuals) | | | 51,231 | | | 3.38% |
* | Less than one percent. |
(1) | In addition, Stamatios Tsantanis will own 100% of our issued and outstanding Series B Preferred Shares, or 40,000 of our Series B Preferred Shares. Through his beneficial ownership of our Series B Preferred Shares, Stamatios Tsantanis controls approximately 49.99% of the vote of any matter submitted to the vote of the common shareholders. See “Description of Capital Stock — Series B Preferred Stock” for a description of the terms, including the voting power, of the Series B Preferred Shares. |
• | the 10th day after public announcement that a person or group has acquired ownership of 10% (15% in the case of a passive institutional investor) or more of the Company's common stock; or |
• | the 10th business day (or such later date as determined by the Company's board of directors) after a person or group announces a tender or exchange offer which would result in that person or group holding 10% (15% in the case of a passive institutional investor) or more of the Company's common stock. |
• | any person who is the beneficial owner of 15% or more of our issued and outstanding voting stock; or |
• | any person who is our affiliate or associate and who held 15% or more of our issued and outstanding voting stock at any time within three years before the date on which the person's status as an interested shareholder is determined, and the affiliates and associates of such person. |
• | Subject to certain exceptions, a business combination includes, among other things: |
○ | certain mergers or consolidations of us or any direct or indirect majority-owned subsidiary of ours; |
○ | any sale, lease, exchange, mortgage, pledge, transfer or other disposition of our assets or of any subsidiary of ours having an aggregate market value equal to 10% or more of either the aggregate market value of all of our assets, determined on a combined basis, or the aggregate value of all of our issued and outstanding stock; |
○ | certain transactions that result in the issuance or transfer by us of any stock of ours to the interested shareholder; |
○ | any transaction involving us or any of our subsidiaries that has the effect of increasing the proportionate share of any class or series of stock, or securities convertible into any class or series of stock, of ours or any such subsidiary that is owned directly or indirectly by the interested shareholder or any affiliate or associate of the interested shareholder; and |
○ | any receipt by the interested shareholder of the benefit directly or indirectly (except proportionately as a shareholder) of any loans, advances, guarantees, pledges or other financial benefits provided by or through us. |
• | These provisions of our amended and restated articles of incorporation do not apply to a business combination if: |
○ | before a person became an interested shareholder, our board of directors approved either the business combination or the transaction in which the shareholder became an interested shareholder; |
○ | upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of our voting stock issued and outstanding at the time the transaction commenced, other than certain excluded shares; |
○ | at or following the transaction in which the person became an interested shareholder, the business combination is approved by our board of directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of the holders of at least two-thirds of our issued and outstanding voting stock that is not owned by the interest shareholder; |
○ | the shareholder was or became an interested shareholder prior to the consummation of the transactions; |
○ | a shareholder became an interested shareholder inadvertently and (i) as soon as practicable divested itself of ownership of sufficient shares so that the shareholder ceased to be an interested shareholder; and (ii) would not, at any time within the three-year period immediately prior to a business combination between us and such shareholder, have been an interested shareholder but for the inadvertent acquisition of ownership; or |
○ | the business combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required under our amended and restated articles of incorporation which (i) constitutes one of the transactions described in the following sentence; (ii) is with or by a person who either was not an interested shareholder during the previous three years or who became an interested shareholder with the approval of the board; and (iii) is approved or not opposed by a majority of the members of the board of directors then in office (but not less than one) who were directors prior to any person becoming an interested shareholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed transactions referred to in the preceding sentence are limited to: |
(i) | a merger or consolidation of us (except for a merger in respect of which, pursuant to the BCA, no vote of our shareholders is required); |
(ii) | a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of us or of any direct or indirect majority-owned subsidiary of ours (other than to any direct or indirect wholly owned subsidiary or to us) having an aggregate market value equal to 50% or more of either the aggregate market value of all of our assets determined on a consolidated basis or the aggregate market value of all the issued and outstanding shares; or |
(iii) | a proposed tender or exchange offer for 50% or more of our issued and outstanding voting stock. |
Marshall Islands | | | Delaware |
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders. | | | When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders. |
| | ||
The articles of incorporation may provide for cumulative voting in the election of directors. | | | The certificate of incorporation may provide for cumulative voting in the election of directors. |
| | ||
Removal: | | | Removal: |
| | ||
If the articles of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders. | | | Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote except: (1) unless the certificate of incorporation otherwise provides, in the case of a corporation whose board is classified, shareholders may effect such removal only for cause, or (2) if the corporation has cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part. |
| |||
Any or all of the directors may be removed for cause by vote of the shareholders. The articles of incorporation or the specific provisions of a bylaw may provide for such removal by action of the board. | | ||
| | ||
Directors | |||
| | ||
Number of board members can be changed by an amendment to the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw. | | | Number of board members shall be fixed by, or in a manner provided by, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by amendment to the certificate of incorporation. |
| | ||
The board of directors must consist of at least one member. | | | The board of directors must consist of at least one member. |
| | ||
If the board of directors is authorized to change the number of directors, it can only do so by a majority of the entire board of directors and so long as no decrease in the number shortens the term of any incumbent director. | | | |
| | ||
Dissenter’s Rights of Appraisal | |||
| | ||
Shareholders have a right to dissent from any plan of merger, consolidation or sale of all or substantially all assets not made in the usual course of business, and receive payment of the fair value of their shares. However, the right of a dissenting shareholder under the BCA to receive payment of the appraised fair value of his shares is not available for the shares of any class or series of stock, which shares at the record date fixed to determine the shareholders entitled to receive notice of | | | Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation, subject to limited exceptions, such as a merger or consolidation of corporations listed on a national securities exchange in which listed shares are the offered consideration or if such shares are held of record by more than 2,000 holders. |
• | an individual citizen or resident of the United States; |
• | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust if (i) a U.S. court can exercise primary supervision over the trust's administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. |
• | financial institutions or “financial services entities”; |
• | broker-dealers; |
• | taxpayers who have elected mark-to-market accounting for U.S. federal income tax purposes; |
• | tax-exempt entities; |
• | governments or agencies or instrumentalities thereof; |
• | insurance companies; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | certain expatriates or former long-term residents of the United States; |
• | persons that actually or constructively own 10% or more (by vote or value) of our shares; |
• | persons that own shares or warrants through an “applicable partnership interest”; |
• | persons required to recognize income for U.S. federal income tax purposes no later than when such income is reported on an “applicable financial statement”; |
• | persons that hold our common shares or warrants as part of a straddle, constructive sale, hedging, conversion or other integrated transaction; or |
• | persons whose functional currency is not the U.S. dollar. |
• | more than 50% of the value of our stock is owned, directly or indirectly, by “qualified shareholders,” that are persons (i) who are “residents” of our country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States, and (ii) we satisfy certain substantiation requirements, which we refer to as the “50% Ownership Test”; or |
• | our stock is “primarily” and “regularly” traded on one or more established securities markets in our country of organization, in another country that grants an “equivalent exemption” to United States corporations, or in the United States, which we refer to as the “Publicly Traded Test.” |
• | we have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and |
• | substantially all of our U.S. source gross shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States, or, in the case of income from the leasing of a vessel, is attributable to a fixed place of business in the United States. |
• | at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or |
• | at least 50% of the average value of the assets held by us during such taxable year produce, or is held for the production of, passive income. |
• | the excess distribution or gain would be allocated ratably over the Non-Electing Holders' aggregate holding period for the common shares or warrants (including, in the case of common shares acquired by exercise of warrants, the holding period of the warrants); |
• | the amount allocated to the current taxable year and any taxable year before we became a passive foreign investment company would be taxed as ordinary income; and |
• | the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. |
• | fails to provide an accurate taxpayer identification number; |
• | is notified by the IRS that backup withholding is required; or |
• | fails in certain circumstances to comply with applicable certification requirements. |
| | Per Unit consisting of common shares | | | Per Unit consisting of pre-funded warrants | |
Public Offering Price per Unit | | | $ | | | $ |
Placement Agent fees | | | $ | | | $ |
Proceeds, before expenses, to us | | | $ | | | $ |
Commission registration fee | | | $8,158 |
Legal fees and expenses | | | $200,000 |
Placement Agent’s accountable expenses | | | $100,000 |
Printer fees | | | $30,000 |
Accounting fees and expenses | | | $50,000 |
Miscellaneous | | | $11,842 |
Total | | | $400,000 |
| | Notes | | | 2021 | | | 2020 | |
ASSETS | | | | | | | |||
Current assets: | | | | | | | |||
Cash and cash equivalents | | | 5 | | | 765,484 | | | 406,008 |
Accounts receivable trade, net | | | 2 | | | 70,000 | | | — |
Inventories | | | | | 99,325 | | | 54,135 | |
Prepaid expenses | | | | | 59,461 | | | 47,328 | |
Total current assets | | | | | 994,270 | | | 507,471 | |
| | | | | | ||||
Fixed assets: | | | | | | | |||
Vessels, net | | | 6 | | | 12,280,271 | | | 13,037,036 |
Total fixed assets | | | | | 12,280,271 | | | 13,037,036 | |
| | | | | | ||||
Other non-current assets: | | | | | | | |||
Deferred charges and other long-term investments, non-current | | | | | 155,549 | | | 399,681 | |
TOTAL ASSETS | | | | | 13,430,090 | | | 13,944,188 | |
| | | | | | ||||
LIABILITIES AND PARENT EQUITY | | | | | | | |||
Current liabilities: | | | | | | | |||
Current portion of long-term debt, net of deferred finance costs of $72,926 and $95,123, respectively | | | 7 | | | 1,177,074 | | | 704,877 |
Trade accounts and other payables | | | | | 268,429 | | | 118,288 | |
Accrued liabilities | | | | | 309,611 | | | 206,841 | |
Deferred revenue | | | 2 | | | 326,374 | | | 123,142 |
Total current liabilities | | | | | 2,081,488 | | | 1,153,148 | |
| | | | | | ||||
Non-current liabilities: | | | | | | | |||
Long-term debt, net of current portion and deferred finance costs of $46,330 and $119,255, respectively | | | 7 | | | 4,203,670 | | | 5,380,745 |
Other liabilities, non-current | | | | | 104,554 | | | 98,387 | |
Total liabilities | | | | | 6,389,712 | | | 6,632,280 | |
| | | | | | ||||
Commitments and contingencies | | | 8 | | | — | | | — |
| | | | | | ||||
PARENT EQUITY | | | | | | | |||
Parent investment, net | | | 4 | | | 7,868,678 | | | 10,310,473 |
Accumulated deficit | | | | | (828,300) | | | (2,998,565) | |
Parent equity, net | | | | | 7,040,378 | | | 7,311,908 | |
| | | | | | ||||
TOTAL LIABILITIES AND PARENT EQUITY | | | | | 13,430,090 | | | 13,944,188 |
| | Notes | | | 2021 | | | 2020 | | | 2019 | |
Revenues: | | | | | | | | | ||||
Vessel revenue | | | 2 | | | 7,786,022 | | | 4,338,076 | | | 7,240,139 |
Commissions - related party | | | 3 | | | (97,695) | | | (53,515) | | | (88,885) |
Commissions | | | | | (293,086) | | | (160,545) | | | (266,655) | |
Vessel revenue, net | | | | | 7,395,241 | | | 4,124,016 | | | 6,884,599 | |
Expenses: | | | | | | | | | ||||
Voyage expenses | | | 2 | | | (144,614) | | | (132,796) | | | (2,602,048) |
Vessel operating expenses | | | | | (2,306,600) | | | (1,973,636) | | | (2,051,805) | |
Management fees - related party | | | 3 | | | (237,250) | | | (237,900) | | | (237,250) |
Management fees | | | | | (105,000) | | | (101,850) | | | (98,880) | |
General and administration expenses | | | | | (613,399) | | | (300,705) | | | (313,657) | |
Amortization of deferred dry-docking costs | | | | | (316,450) | | | (317,317) | | | (235,712) | |
Depreciation | | | 6 | | | (756,765) | | | (758,839) | | | (755,037) |
Operating income | | | | | 2,915,163 | | | 300,973 | | | 590,210 | |
Other (expenses) / income, net: | | | | | | | | | ||||
Interest and finance costs | | | 10 | | | (743,687) | | | (708,445) | | | (870,342) |
Gain on debt refinancing | | | 7 | | | — | | | 1,490,601 | | | — |
Interest and other income | | | | | — | | | 9,932 | | | 8,796 | |
Foreign currency exchange losses, net | | | | | (1,211) | | | (1,844) | | | (4,309) | |
Total other (expenses) / income, net | | | | | (744,898) | | | 790,244 | | | (865,855) | |
Net income / (loss) | | | | | 2,170,265 | | | 1,091,217 | | | (275,645) |
| | Parent Investment, Net | | | Accumulated Deficit | | | Total Equity | |
Balance, January 1, 2019 | | | 5,533,611 | | | (3,814,137) | | | 1,719,474 |
Parent investment, net (Note 4) | | | 2,816,175 | | | — | | | 2,816,175 |
Net loss | | | — | | | (275,645) | | | (275,645) |
Balance, December 31, 2019 | | | 8,349,786 | | | (4,089,782) | | | 4,260,004 |
Parent investment, net (Note 4) | | | 1,960,687 | | | — | | | 1,960,687 |
Net income | | | — | | | 1,091,217 | | | 1,091,217 |
Balance, December 31, 2020 | | | 10,310,473 | | | (2,998,565) | | | 7,311,908 |
Parent investment, net (Note 4) | | | (2,441,795) | | | — | | | (2,441,795) |
Net income | | | — | | | 2,170,265 | | | 2,170,265 |
Balance, December 31, 2021 | | | 7,868,678 | | | (828,300) | | | 7,040,378 |
| | 2021 | | | 2020 | | | 2019 | |
Cash flows from operating activities: | | | | | | | |||
Net income / (loss) | | | 2,170,265 | | | 1,091,217 | | | (275,645) |
Adjustments to reconcile net income to net cash provided by / (used in) operating activities: | | | | | | | |||
Depreciation | | | 756,765 | | | 758,839 | | | 755,037 |
Amortization of deferred dry-docking costs | | | 316,450 | | | 317,317 | | | 235,712 |
Amortization of deferred finance charges | | | 101,289 | | | 96,300 | | | 73,538 |
Gain on debt refinancing | | | — | | | (1,490,601) | | | — |
Changes in operating assets and liabilities: | | | | | | | |||
Accounts receivable trade, net | | | (70,000) | | | 480,769 | | | 96,277 |
Inventories | | | (45,190) | | | (3,354) | | | 707,229 |
Prepaid expenses | | | (12,132) | | | 3,223 | | | (18,851) |
Deferred voyage expenses | | | — | | | — | | | 95,997 |
Deferred charges, non-current | | | — | | | — | | | (851,451) |
Trade accounts and other payables | | | 133,888 | | | (1,932,686) | | | (77,790) |
Accrued liabilities | | | 102,770 | | | 111,226 | | | (118,997) |
Deferred revenue | | | 203,232 | | | 123,142 | | | — |
Net cash provided by / (used in) operating activities | | | 3,657,337 | | | (444,608) | | | 621,056 |
Cash flows from investing activities: | | | | | | | |||
Vessel’s improvements | | | (56,066) | | | (10,782) | | | (10,248) |
Net cash used in investing activities | | | (56,066) | | | (10,782) | | | (10,248) |
Cash flows from financing activities: | | | | | | | |||
Parent investment, net | | | (2,441,795) | | | 1,960,687 | | | 2,816,175 |
Repayments of long term debt | | | (800,000) | | | (9,015,940) | | | (1,797,812) |
Proceeds from long term debt | | | — | | | 6,500,000 | | | — |
Payments of financing costs | | | — | | | (175,695) | | | (37,511) |
Net cash (used in) / provided by financing activities | | | (3,241,795) | | | (730,948) | | | 980,852 |
Net increase/ (decrease) in cash and cash equivalents and restricted cash | | | 359,476 | | | (1,186,338) | | | 1,591,660 |
Cash and cash equivalents and restricted cash at beginning of year | | | 406,008 | | | 1,592,346 | | | 686 |
Cash and cash equivalents and restricted cash at end of year | | | 765,484 | | | 406,008 | | | 1,592,346 |
| | | | | | ||||
SUPPLEMENTAL CASH FLOW INFORMATION | | | | | | | |||
Cash paid during the year: | | | | | | | |||
Interest | | | 642,221 | | | 454,583 | | | 724,992 |
Basis of Presentation and General Information: |
• | Sea Glorius Shipping Co. |
2. | Significant Accounting Policies: |
(a) | Basis of Presentation |
(b) | Use of Estimates |
(c) | Foreign Currency Translation |
(d) | Concentration of Credit Risk |
(e) | Cash and Cash Equivalents |
(f) | Restricted Cash |
(g) | Accounts Receivable Trade, Net |
(h) | Inventories |
(i) | Vessels |
(j) | Vessel Depreciation |
(k) | Impairment of Long-Lived Assets (Vessels) |
(l) | Dry-Docking and Special Survey Costs |
(m) | Commitments and Contingencies |
(n) | Revenue Recognition |
Customer | | | 2021 | | | 2020 | | | 2019 |
A | | | 100% | | | 100% | | | 52% |
B | | | — | | | — | | | 42% |
Total | | | 100% | | | 100% | | | 94% |
| | Year ended December 31, | |||||||
| | 2021 | | | 2020 | | | 2019 | |
Vessel revenue, net from spot charters | | | — | | | — | | | 2,858,289 |
Vessel revenue, net from time charters | | | 7,395,241 | | | 4,124,016 | | | 4,026,310 |
Total | | | 7,395,241 | | | 4,124,016 | | | 6,884,599 |
| | December 31, | ||||
| | 2021 | | | 2020 | |
Accounts receivable trade, net from spot charters | | | — | | | — |
Accounts receivable trade, net from time charters | | | 70,000 | | | — |
Total | | | 70,000 | | | — |
(o) | Commissions |
(p) | Voyage Expenses |
| | Year ended December 31, | |||||||
| | 2021 | | | 2020 | | | 2019 | |
Voyage expenses from spot charters | | | — | | | — | | | 2,072,392 |
Voyage expenses from time charters | | | 144,614 | | | 132,796 | | | 529,656 |
Total | | | 144,614 | | | 132,796 | | | 2,602,048 |
(q) | Repairs and Maintenance |
(r) | Finance Costs |
(s) | Income Taxes |
(t) | Fair Value Measurements |
○ | Level 1: Quoted market prices in active markets for identical assets or liabilities; |
○ | Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data; |
○ | Level 3: Unobservable inputs that are not corroborated by market data. |
(u) | Debt Modifications and Extinguishments |
(v) | Troubled Debt Restructurings |
(w) | Going Concern |
(x) | Segment Reporting |
3. | Transactions with Related Parties: |
4. | Parent Investment, Net: |
5. | Cash and Cash Equivalents: |
| | December 31, 2021 | | | December 31, 2020 | |
Cash and cash equivalents | | | 765,484 | | | 406,008 |
Total | | | 765,484 | | | 406,008 |
6. | Vessels, Net: |
| | December 31, 2021 | | | December 31, 2020 | |
Cost: | | | | | ||
Beginning balance | | | 16,925,546 | | | 16,914,764 |
- Additions | | | — | | | 10,782 |
Ending balance | | | 16,925,546 | | | 16,925,546 |
| | | | |||
Accumulated depreciation: | | | | | ||
Beginning balance | | | (3,888,510) | | | (3,129,671) |
- Additions | | | (756,765) | | | (758,839) |
Ending balance | | | (4,645,275) | | | (3,888,510) |
| | | | |||
Net book value | | | 12,280,271 | | | 13,037,036 |
7. | Long-Term Debt: |
| | December 31, 2021 | | | December 31, 2020 | |
Secured loan facilities | | | 5,500,000 | | | 6,300,000 |
Less: Deferred financing costs | | | (119,256) | | | (214,378) |
Total | | | 5,380,744 | | | 6,085,622 |
Less – current portion | | | (1,177,074) | | | (704,877) |
Long-term portion | | | 4,203,670 | | | 5,380,745 |
Year ended December 31, | | | Amount |
2022 | | | 1,250,000 |
2023 | | | 1,400,000 |
2024 | | | 1,400,000 |
2025 | | | 1,450,000 |
2026 | | | — |
Total | | | 5,500,000 |
8. | Financial Instruments: |
• | Level 1: Quoted market prices in active markets for identical assets or liabilities; |
• | Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data; |
• | Level 3: Unobservable inputs that are not corroborated by market data. |
(a) | Significant Risks and Uncertainties, including Business and Credit Concentration |
(b) | Fair Value of Financial Instruments |
a) | Cash and cash equivalents, accounts receivable trade, net and trade accounts and other payables: the carrying amounts approximate fair value because of the short maturity of these instruments. |
b) | Long-term debt: The fair value of fixed interest long-term debt is estimated using prevailing market rates as of the period end. The Subsidiary believes the terms of its fixed interest long-term debt are similar to those that could be procured as of December 31, 2021, and the carrying value of $5,500,000 is 3.11% lower than the fair market value of $5,670,844. The fair value of the fixed interest long-term debt has been obtained through Level 2 inputs (interest rate curves) of the fair value hierarchy. |
9. | Commitments and Contingencies: |
Twelve month periods ending December 31, | | | Amount |
2021 | | | 4,498,837 |
2022 | | | 13,510 |
Total | | | 4,512,347 |
10. | Interest and Finance Costs: |
| | Year ended December 31, | |||||||
| | 2021 | | | 2020 | | | 2019 | |
Interest on long-term debt | | | 621,046 | | | 592,801 | | | 719,434 |
Amortization of debt issuance costs | | | 101,289 | | | 96,300 | | | 73,538 |
Other | | | 21,352 | | | 19,344 | | | 77,370 |
Total | | | 743,687 | | | 708,445 | | | 870,342 |
11. | Subsequent Events: |
Indemnification of Directors and Officers |
I. | Article 8, Section 1 of the Bylaws of the registrant provides that: |
II. | Section 60 of the BCA provides as follows: |
(1) | Actions not by or in right of the corporation. A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that his conduct was unlawful. |
(2) | Actions by or in right of the corporation. A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not, opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claims, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. |
(3) | When director or officer successful. To the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith. |
(4) | Payment of expenses in advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized |
(5) | Indemnification pursuant to other rights. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. |
(6) | Continuation of indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. |
(7) | Insurance. A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section. |
III. | Indemnification Agreements |
Recent Sales of Unregistered Securities. |
Exhibits and Financial Statement Schedules |
Exhibit Number | | | Description |
| | Form of Placement Agency Agreement | |
| | ||
| | Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 1.1 to the Company’s Registration Statement on Form 20-F filed with the Commission on June 6, 2022) | |
| | ||
| | Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form 20-F filed with the Commission on June 6, 2022) | |
| | ||
| | Statement of Designation of the Series A Participating Preferred Stock of the Company (incorporated by reference to Exhibit 2.2 to the Company’s Registration Statement on Form 20-F filed with the Commission on June 6, 2022) | |
| | ||
| | Statement of Designation of the Series B Preferred Shares of the Company (incorporated by reference to Exhibit 2.3 to the Company’s Registration Statement on Form 20-F filed with the Commission on June 6, 2022) | |
| | ||
| | Statement of Designation of the Series C Preferred Shares of the Company (incorporated by reference to Exhibit 2.4 to the Company’s Registration Statement on Form 20-F filed with the Commission on June 6, 2022) | |
| | ||
| | Form of Common Share Certificate (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 20-F filed with the Commission on June 6, 2022) | |
| | ||
| | Form of Warrant Agency Agreement by and between American Stock Transfer & Trust Company and the Company | |
| | ||
| | Form of Class A Warrant | |
| | ||
| | Form of Pre-Funded Warrant | |
| | ||
| | Opinion of Watson Farley & Williams LLP as to the validity of the securities being registered | |
| | ||
| | Opinion of Watson Farley & Williams LLP as to certain tax matters | |
| | ||
| | Shareholders Rights Agreement | |
| | ||
| | Equity Incentive Plan of the Company (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form 20-F filed with the Commission on June 6, 2022) | |
| | ||
| | Right of First Refusal Agreement by and between the Company and Seanergy Maritime Holdings Corp. | |
| | ||
| | Contribution and Conveyance Agreement by and between the Company and Seanergy Maritime Holdings Corp. | |
| | ||
| | Master Management Agreement by and between the Company and Seanergy Maritime Holdings Corp. | |
| |
Exhibit Number | | | Description |
| | Form of Technical Management Agreement with Seanergy Shipmanagement Corp. (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form 20-F filed with the Commission on June 6, 2022) | |
| | ||
| | Form of Commercial Management Agreement with Seanergy Management Corp. (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form 20-F filed with the Commission on June 6, 2022) | |
| | ||
| | Facility Agreement dated July 15, 2020 among Seanergy Maritime Holdings Corp., Sea Genius Shipping Co., Sea Glorius Shipping Co., the financial institutions listed in Part B of Schedule 1 thereto, Kroll Agency Services Limited (previously known as Lucid Agency Services Limited) and Kroll Trustee Services Limited (previously known as Lucid Trustee Services Limited) (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form 20-F filed with the Commission on June 6, 2022) | |
| | ||
| | Deed of Release, Accession and Amendment among the Company, Seanergy Maritime Holdings Corp., Sea Glorius Shipping Co., Kroll Agency Services Limited (previously known as Lucid Agency Services Limited) and Kroll Trustee Services Limited (previously known as Lucid Trustee Services Limited) | |
| | ||
| | Memoranda of Agreement for the Acquisition Vessels, dated July 11, 2022 | |
| | ||
| | Share Purchase Agreement between the Company and Seanergy, dated July 8, 2022 | |
| | ||
| | Form of Securities Purchase Agreement | |
| | ||
| | Significant Subsidiaries of United Maritime Corporation | |
| | ||
| | Consent of Ernst & Young (Hellas) Certified Auditors Accountants S.A. | |
| | ||
23.2 | | | Consent of Watson Farley & Williams LLP (included in its opinions filed as Exhibits 5.1 and 8.1) |
| | ||
| | Powers of Attorney (contained on signature page to this registration statement) | |
| | ||
| | Filing Fee Table |
Undertakings |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(6) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(7) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
| | UNITED MARITIME CORPORATION | |||||||
| | | | | | ||||
| | By: | | | /s/ Stamatios Tsantanis | ||||
| | | | Name: | | | Stamatios Tsantanis | ||
| | | | Title: | | | Chief Executive Officer |
Signature | | | Title |
| | ||
/s/ Stamatios Tsantanis | | | |
Stamatios Tsantanis | | | Chief Executive Officer, Chairman and Director (Principal Executive Officer) |
| | ||
/s/ Stavros Gyftakis | | | |
Stavros Gyftakis | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
| | ||
/s/ Christina Anagnostara | | | |
Christina Anagnostara | | | Director |
| | ||
/s/ Ioannis Kartsonas | | | |
Ioannis Kartsonas | | | Director |
| | ||
/s/ Dimitrios Kostopoulos | | | |
Dimitrios Kostopoulos | | | Director |
| | ||
| |
| | PUGLISI & ASSOCIATES (Authorized Representative) | |||||||
| |||||||||
| | By: | | | /s/ Donald J. Puglisi | ||||
| | | | Name: | | | Donald J. Puglisi | ||
| | | | Title: | | | Managing Director |
Very truly yours,
|
||
UNITED MARITIME CORPORATION
|
||
By:
|
||
Name: Stamatios Tsantanis
|
||
Title: Chairman & Chief Executive Officer
|
By:
|
||
Name:
|
||
Title:
|
(a) |
Compensation and Indemnification. The Company agrees promptly to
pay the Warrant Agent the compensation detailed in mutually agreed upon fee schedule executed on the date hereof for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses
(including reasonable counsel fees) and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company
also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated by a court of
competent jurisdiction to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or
defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities and compensation
provided by this paragraph shall survive the resignation or discharge of the Warrant Agent, the expiration of the Warrants or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall
the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not
foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s
representatives or agents, or any other person or entity under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any
circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.
|
(b) |
Agent for the Company. In acting under this Agreement and in
connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligations or relationship of agency or trust for or with any of the Holders of Warrant Certificates or beneficial
owners of Warrants.
|
(c) |
Counsel. The Warrant Agent may consult with counsel satisfactory
to it, which may include counsel for the Company, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in the absence of bad
faith in accordance with the advice or opinion of such counsel.
|
(d) |
Documents. The Warrant Agent shall be protected and shall incur
no liability for or in respect of any action taken or omitted by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and
to have been presented or signed by the proper parties.
|
(e) |
Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may
engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of Holders of Warrant Securities or other obligations of the Company as freely as if
it were not the Warrant Agent hereunder. Nothing in this Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under any indenture to which the Company is a party.
|
(f) |
No Liability for Interest. Unless otherwise agreed with the
Company, the Warrant Agent shall have no liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.
|
(g) |
No Liability for Invalidity. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon).
|
(h) |
No Responsibility for Representations. The Warrant Agent shall
not be responsible for any of the recitals or representations herein or in the Warrant Certificate (except as to the Warrant Agent’s countersignature thereon), all of which are made solely by the Company.
|
(i) |
No Implied Obligations. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent
shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall
not be accountable or under any duty or responsibility for the use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by
the Company of the proceeds of the Warrant Certificate. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Warrant
Certificates or in the case of the receipt of any written demand from a Holder of a Warrant Certificate with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or
attempt to initiate any proceedings at law.
|
(j) |
No Notice. The Warrant Agent shall not be required to take
notice or be deemed to have notice of any event or condition hereunder, including any event or condition that may require action by the Warrant Agent, unless the Warrant Agent shall be specifically notified in writing of such event or
condition by the Company, and all notices or other instruments required by this Agreement to be delivered to the Warrant Agent must, in order to be effective, be received by the Warrant Agent as specified in Section 19 hereof, and in the
absence of such notice so delivered, the Warrant Agent may conclusively assume no such event or condition exists.
|
(a) |
If to the Company, to:
|
(b) |
If to the Warrant Agent, to:
|
United Maritime Corporation
|
||
By:
|
||
Name:
|
||
Title:
|
||
American Stock Transfer & Trust Company, LLC
|
||
By:
|
||
Name:
|
||
Title:
|
1. |
Name of Holder of Warrants in form of Global Warrants: _____________________________
|
2. |
Name of Holder in Warrant Certificate (if different from name of Holder of Warrants in form of Global Warrants): ________________________________
|
3. |
Number of Warrants in name of Holder in form of Global Warrants: ___________________
|
4. |
Number of Warrants for which Warrant Certificate shall be issued: __________________
|
5. |
Number of Warrants in name of Holder in form of Global Warrants after issuance of Warrant Certificate, if any: ___________
|
6. |
Warrant Certificate shall be delivered to the following address:
|
1. |
Name of Holder of Warrants in form of Warrant Certificates: _____________________________
|
2. |
Name of Holder in Global Warrant (if different from name of Holder of Warrants in form of Warrant Certificates): ________________________________
|
3. |
Number of Warrants in name of Holder in form of Warrant Certificates: ___________________
|
4. |
Number of Warrants for which Global Warrant shall be issued: __________________
|
5. |
Number of Warrants in name of Holder in form of Warrant Certificates after issuance of Global Warrant, if any: ___________
|
6. |
Global Warrant shall be delivered to the following address:
|
Warrant Shares: _______
|
Issue Date: __________, 2022
|
UNITED MARITIME CORPORATION
|
||
By:
|
||
Name: Stamatios Tsantanis
|
||
Title: Chairman and Chief Executive Officer
|
DTC number:
|
||
Account name:
|
||
Account number:
|
Name of Investing Entity:
|
|
Signature of Authorized Signatory of Investing Entity:
|
|
Name of Authorized Signatory:
|
Title of Authorized Signatory:
|
|
Date:
|
Name:
|
|
(Please Print)
|
|
Address:
|
|
(Please Print)
|
|
Phone Number:
|
|
Email Address:
|
|
Dated: _______________ __, ______
|
|
Holder’s Signature: _______________
|
|
Holder’s Address: _______________
|
Warrant Shares: _______
|
Issue Date: ___________, 2022
|
(A) =
|
as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof
on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the
federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Shares on the
principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered
within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such
Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;
|
(B) =
|
the Exercise Price of this Warrant, as adjusted hereunder; and
|
(X) =
|
the number of Warrant Shares that would be issuable upon exercise of this Warrant in
accordance with the terms of this Warrant if such exercise were by means of a cash exercise
rather than a cashless exercise.
|
UNITED MARITIME CORPORATION
|
||
By:
|
||
Name: Stamatios Tsantanis
|
||
Title: Chairman and Chief Executive Officer
|
Name of Investing Entity:
|
Signature of Authorized Signatory of Investing Entity:
|
Name of Authorized Signatory:
|
Title of Authorized Signatory:
|
Date:
|
Name:
|
||
(Please Print)
|
||
Address:
|
||
(Please Print)
|
||
Phone Number:
|
||
Email Address:
|
||
Dated: _______________ __, ______
|
||
Holder’s Signature: ______________________
|
||
Holder’s Address: _______________________
|
(a) |
the Registration Statement and the prospectus included therein (as amended and supplemented, the “Prospectus”);
|
(b) |
the form of Class A Warrant to be entered into by the Company;
|
(c) |
the form of Pre-Funded Warrant to be entered into by the Company;
|
(d) |
the Company’s amended and restated articles of incorporation and amended and restated bylaws (each as amended to date, together, the “Articles and Bylaws”); and
|
(e) |
such other papers, documents, agreements, certificates of public officials and certificates of representatives of the Company as we have deemed relevant and necessary as the basis for the opinions hereafter
expressed.
|
1. |
The Units, the Unit Shares, the Warrants and the Warrant Shares have been duly authorized by the Company.
|
2. |
The Unit Shares, when issued, sold and paid for in accordance with the terms of the Articles and Bylaws, the Registration Statement, and Prospectus, will be validly issued, fully paid, and nonassessable.
|
3. |
Assuming each of the Warrants is issued and delivered as contemplated in the Prospectus, the relevant Warrant Shares, when issued, delivered and paid for upon the exercise of such Warrants in accordance with their
respective terms, will be validly issued, fully paid and non-assessable.
|
4. |
When the Units and Warrants are issued and delivered as contemplated in the Prospectus, the Units and Warrants will constitute valid and legally binding obligations of the Company in accordance with their terms,
except as the enforcement thereof (i) may be limited by any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, fraudulent obligation, moratorium or other similar laws affecting generally the
enforceability of creditors’ rights and remedies or the collection of debtor’s obligations from time to time in effect, and (ii) is subject to general principles of equity, regardless of whether such enforceability is considered in a
proceeding in equity or at law, including the application of principles of good faith, fair dealing, course of dealing, course of performance, commercial reasonableness, materiality, unconscionability and conflict with public policy and
other similar principles, or other law relating to or affecting creditors’ rights generally and general principles of equity.
|
(i) |
the Registration Statement and the prospectus included therein (the “Prospectus”); and
|
(ii) |
such other papers, documents, agreements, certificates of public officials and certificates of representatives of the Company, as we have deemed relevant and necessary as the basis for the opinions hereafter
expressed.
|
United Maritime Corporation
|
|
154 Vouliagmenis Avenue
|
|
16674 Glyfada
|
|
Athens, Greece
|
|
Attention: Legal Department
|
|
legal@usea.gr
|
|
with a copy to:
|
|
Watson Farley & Williams LLP
|
|
250 West 55th Street
|
|
New York, New York 10019
|
|
Attention: Will Vogel, Esq.
|
|
wvogel@wfw.com
|
American Stock Transfer & Trust Company, LLC
|
|
6201 15th Avenue
|
|
Brooklyn, NY 11219
|
|
Attn: Relationship Management
|
|
JDonovan@astfinancial.com
|
UNITED MARITIME CORPORATION
|
||
By:
|
/s/ Stamatios Tsantanis
|
|
Name: Stamatios Tsantanis
|
||
Title: Chief Executive Officer
|
||
AMERICAN STOCK TRANSFER & TRUST
COMPANY, LLC, as Rights Agent
|
||
By:
|
/s/ Barbara J. Robbins
|
|
Name: Barbara J. Robbins
|
||
Title: Sr. Vice President
|
[NAME]
|
||
[TITLE]
|
||
[NAME]
|
||
[TITLE]
|
2
|
The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence.
|
ATTEST:
|
UNITED MARITIME CORPORATION
|
||
By:
|
|||
Name:
|
Name:
|
||
Title:
|
Title:
|
Countersigned:
American Stock Transfer & Trust Company, LLC, as Rights Agent
|
||
By:
|
||
Authorized Signature
|
FOR VALUE RECEIVED
|
|
hereby sells, assigns and transfers unto
|
|
(Please print name and address of transferee)
|
|
Dated:
|
__________ ___, _____.
|
||
Signature
|
Dated:
|
__________ ___, _____.
|
||
Signature
|
TO:
|
UNITED MARITIME CORPORATION
|
(Please print name and address)
|
||
Please insert social security
or other tax identifying number
|
(Please print name and address)
|
||
Please insert social security
or other tax identifying number
|
Dated:
|
__________ ___, _____.
|
||
Signature
|
Dated:
|
__________ ___, _____.
|
||
Signature
|
ARTICLE I DEFINITIONS
|
1
|
|
Section 1.1 Definitions
|
1
|
|
ARTICLE II RIGHTS OF FIRST REFUSAL FOR ACQUISITIONS; PROCEDURES
|
3
|
|
Section 2.1 Rights of First Refusal
|
3
|
|
Section 2.2 Procedures
|
4
|
|
Section 2.3 Enforcement.
|
4
|
|
ARTICLE III RIGHTS OF FIRST OFFER
|
5
|
|
Section 3.1 Rights of First Offer
|
5
|
|
Section 3.2 Procedures for Rights of First Offer
|
5
|
|
Section 3.3 Enforcement
|
5
|
|
ARTICLE IV CHARTERING OPPORTUNITIES
|
6
|
|
Section 4.1 Chartering Opportunities
|
6
|
|
Section 4.2 Procedures for Right of First Refusal on Chartering Opportunities
|
6
|
|
Section 4.3 Enforcement
|
6
|
|
ARTICLE V MISCELLANEOUS
|
6
|
|
Section 5.1 Certain Covenants
|
6
|
|
Section 5.2 Choice of Law
|
7
|
|
Section 5.3 Notice
|
7
|
|
Section 5.4 Entire Agreement; Effectiveness
|
7
|
|
Section 5.5 Termination
|
7
|
|
Section 5.6 Waiver; Effect of Waiver or Consent
|
7
|
|
Section 5.7 Amendment or Modification
|
7
|
|
Section 5.8 Assignment
|
7
|
|
Section 5.9 Counterparts
|
8
|
|
Section 5.10 Severability
|
8
|
|
Section 5.11 Gender, Parts, Articles and Sections
|
8
|
|
Section 5.12 Further Assurances
|
8
|
|
Section 5.13 Withholding or Granting of Consent
|
8
|
|
Section 5.14 Laws and Regulations
|
8
|
|
Section 5.15 Negotiation of Rights of the Parties
|
8
|
UNITED MARITIME CORPORATION
|
||
By:
|
/s/ Stavros Gyftakis
|
|
Name:
|
Stavros Gyftakis
|
|
Title:
|
Chief Financial Officer
|
|
Address for Notice:
|
||
United Maritime Corporation
154 Vouliagmenis Avenue
|
||
166 74 Glyfada, Greece
|
||
Attention: General Counsel
|
||
Attention (email): legal@usea.gr
|
SEANERGY MARITIME HOLDINGS CORP.
|
||
By:
|
/s/ Stamatios Tsantanis
|
|
Name:
|
Stamatios Tsantanis
|
|
Title:
|
Chief Executive Officer
|
|
Address for Notice:
|
||
Seanergy Martime Holdings Corp.
154 Vouliagmenis Avenue
|
||
166 74 Glyfada, Greece
|
||
Attention: General Counsel
|
||
Attention (email): legal@seanergy.gr
|
1 |
Seanergy intends to transfer ownership of the Vessel (as defined below) to United Maritime, a wholly owned subsidiary, and United Maritime will subsequently be spun off
to current shareholders of Seanergy (the “Spin-Off”). Concurrently with the Spin-Off, the common shares of United Maritime are expected to
be listed on the Nasdaq Capital Market pursuant to a registration statement on Form 20-F filed with and declared effective by the Securities and Exchange Commission (the “Registration Statement”). The board of directors of Seanergy and the board of directors and sole shareholder of United Maritime have or will authorize the actions set forth below at the times and in the
order set forth below.
|
2 |
To accomplish the objectives and purposes in the preceding recital, the following actions have been taken prior to the date of this Agreement:
|
(a) |
Seanergy formed United Maritime pursuant to the Marshall Islands Business Corporation Act and is the record holder of United Maritime’s common shares, par value $0.0001
per share (the “Common Shares”), constituting all of the outstanding Common Shares of United Maritime at such time;
|
(b) |
Seanergy owns all of the outstanding shares (the “Vessel-Owning Subsidiary Shares”) of Sea Glorius Shipping Co., a Marshall Islands
corporation (the “Vessel-Owning Subsidiary”), which
owns the Capesize drybulk vessel Gloriuship with IMO number 9266944 (the “Vessel”).
|
3 |
Each of the following transactions shall occur in accordance with and pursuant to this Agreement:
|
(a) |
Effective immediately prior to the distribution by Seanergy of United Maritime common shares to the shareholders of Seanergy (the “Spin-off Distribution”), the following transactions shall occur in accordance with and pursuant to this Agreement: Seanergy will contribute (i) all of the
Vessel-Owning Subsidiary Shares to United Maritime as a capital contribution and (ii) an aggregate of $5.0 million in cash as working capital of United Maritime (the “Working Capital Amount”) in exchange for the issuance of 5,000 of United Maritime’s Series C Convertible Preferred Shares (the “Series C Preferred Shares”) to Seanergy, the cancellation of the existing outstanding common shares of United Maritime and the issuance of 1,512,004 common shares of United Maritime and 40,000 Series B Preferred
Shares of United Maritime (the “Distribution Shares”) to Seanergy.
|
(b) |
Seanergy will distribute the Distribution Shares to its shareholders on a pro rata basis as a special dividend.
|
(c) |
The articles of incorporation and bylaws of United Maritime and of the Vessel-Owning Subsidiary will be amended and restated to the extent necessary to reflect the
applicable matters set forth above.
|
1.1 |
Contributions and conveyances. The parties acknowledge and agree that the
following actions hereby occur in the following order effective immediately prior to the Spin-Off Distribution:
|
(d) |
Seanergy shall contribute the Vessel-Owning Subsidiary Shares and the Working Capital Amount to United Maritime as a capital contribution;
|
(e) |
United Maritime shall cancel the existing outstanding common shares of United Maritime held by Seanergy and issue and deliver the Distribution Shares and Series C
Preferred Shares to Seanergy in exchange for Seanergy’s capital contribution of the Vessel-Owning Subsidiary Shares and Working Capital Amount; and
|
(f) |
the Parties shall execute such documents and take such actions as are necessary or desirable to effect the foregoing.
|
2.1 |
Representations and Warranties. Seanergy hereby represents and warrants that:
|
(a) |
The Vessel-Owning Subsidiary has been duly formed or incorporated and is validly existing in good standing under the laws of the Marshall Islands and has all requisite
power and authority to operate its assets, including the Vessel, and conducts its business as described in Seanergy’s public filings made with the U.S. Securities and Exchange Commission (“SEC”) through the date hereof;
|
(b) |
Correct and complete copies of the certificate of incorporation, articles of incorporation, by-laws, other organizational documents and all material agreements (as
amended to the date of this Agreement) of the Vessel-Owning Subsidiary have been made available to United Maritime;
|
(c) |
The execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by it pursuant to this Agreement in
connection with the completion of the transactions contemplated by this Agreement, have been or will be duly authorized by all necessary actions by Seanergy and, to the extent applicable, the Vessel-Owning Subsidiary, and this Agreement has
been duly executed and delivered by Seanergy and constitutes a legal, valid and binding obligation of Seanergy enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization,
reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court;
|
(d) |
The execution, delivery and performance by it of this Agreement will not conflict with or result in any violation of or constitute a breach of any of the terms or
provisions of, or result in the acceleration of any obligation under, or constitute a default under any provision of: (i) the articles of incorporation, certificate of incorporation or by-laws or other organizational documents of Seanergy or
the Vessel-Owning Subsidiary (the “Seanergy Parties” and each, a “Seanergy Party”); (ii) any lien, encumbrance, security interest, pledge, mortgage, charge, other claim, bond, indenture, agreement, contract, franchise license, permit or other instrument or obligation to
which any Seanergy Party is a party or is subject or by which any of such Seanergy Party’s assets or properties may be bound; (iii) any applicable laws, statutes, ordinances, rules or regulations promulgated by a governmental authority,
orders of a governmental authority, judicial decisions, decisions of arbitrators or determinations of any governmental authority or court (“Laws”);
or (iv) any charter or vessel management agreement to which any Seanergy Party is a party or any material provision of any material contract to which a Seanergy Party is a party or by which a Seanergy Party’s properties are bound;
|
(e) |
Except as have already been obtained or that will be obtained in the ordinary course of business, no consent, permit, approval or authorization of, notice or
declaration to or filing with any governmental authority or any other person, including those related to any environmental laws or regulations or the charters or vessel management agreements related to the Vessel, is required in connection
with the execution and delivery by any Seanergy Party of this Agreement or the consummation by any Seanergy Party of the transactions contemplated hereunder;
|
(f) |
The Vessel-Owning Subsidiary Shares have been duly and validly issued, in accordance with the applicable articles of incorporation, are fully paid and non-assessable
and free of preemptive rights. Seanergy has, and will convey to United Maritime, good and valid title to the Vessel-Owning Subsidiary Shares which comprise all of the issued and outstanding shares in the Vessel-Owning Subsidiary, free and
clear of all mortgages, liens, security interests, covenants, options, claims, restrictions, or encumbrances of any kind, except for those arising in relation to the amendment among United Maritime, the Parent, the Vessel-Owning Subsidiary,
Kroll Trustee Services Limited and Kroll Agency Services Limited. There are no outstanding options, warrants or other rights to acquire any shares of capital stock or securities convertible into or exercisable for the capital stock of the
Vessel-Owning Subsidiary. With respect to the Vessel-Owning Subsidiary Shares, there is no further obligation to make any capital contribution to the Vessel-Owning Subsidiary;
|
(g) |
There is no outstanding agreement, contract, option, commitment or other right or understanding in favor of, or held by, any person to acquire the Vessel-Owning
Subsidiary Shares or the assets of the Vessel-Owning Subsidiary, including but not limited to the Vessel, that has not been terminated or otherwise waived;
|
(h) |
Each of the charters and the vessel management agreements to which the Vessel-Owning Subsidiary is a party (as amended to the date of this Agreement) has been made
available to United Maritime and is a valid and binding agreement of the Vessel-Owning Subsidiary enforceable in accordance with its terms and, to the knowledge of the Vessel-Owning Subsidiary, of all other parties thereto enforceable in
accordance with its terms;
|
(i) |
The Vessel-Owning Subsidiary has fulfilled all material obligations required pursuant to any charter (described in (h) above) and the vessel management agreements to
have been performed by it prior to the date of this Agreement and has not waived any material rights thereunder; and no material default or breach exists in respect thereof on its part or, to its knowledge, any of the other parties thereto
and, to its knowledge, no event has occurred which, after giving of notice or the lapse of time, or both, would constitute such a material default or breach;
|
(j) |
Except for such liabilities, debts obligations, encumbrances, defects, restrictions or claims of a general nature and magnitude that would arise in connection with the
operation of vessels of the same type as the Vessel in the ordinary course of business, there are no liabilities, debts or obligations of, encumbrances, defects or restrictions with respect to, or claims against the Vessel-Owning Subsidiary
or any of the assets owned by the Vessel-Owning Subsidiary, including the Vessel, other than those disclosed in Seanergy’s public filings made with the SEC through the date hereof; and
|
(k) |
The Vessel is (i) adequate and suitable for use by the Vessel-Owning Subsidiary in its
business as presently conducted by it in all material respects as described in the Registration Statement, ordinary wear and tear excepted; (ii) seaworthy in all material respects for hull and machinery insurance warranty purposes and is in
good running order and repair; (iii) insured against all risks, and in amounts, consistent with common industry practices; (iv) in compliance with maritime laws and regulations; (v) duly registered under the flag of the Republic of
the Marshall Islands; and (vi) in compliance in all material respects with the
requirements of its present class and classification society; and all class certificates of the Vessel are valid and without overdue recommendations affecting class.
|
2.2 |
Disclaimer of Warranties. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR
IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS,
WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE ASSETS OWNED
BY THE VESSEL-OWNING SUBSIDIARY, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON SUCH ASSETS, (B) THE INCOME
TO BE DERIVED FROM SUCH ASSETS, (C) THE SUITABILITY OF SUCH ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON OR THEREWITH, (D) THE COMPLIANCE OF OR BY SUCH ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING WITHOUT
LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF SUCH
ASSETS. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, EACH PARTY ACKNOWLEDGES AND AGREES THAT SUCH PARTY HAS HAD THE OPPORTUNITY TO INSPECT THE ASSETS OF THE VESSEL-OWNING
SUBSIDIARY, AND SUCH PARTY IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE ASSETS OF THE VESSEL-OWNING SUBSIDIARY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY THE OTHER PARTY. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT
EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS OF THE VESSEL-OWNING SUBSIDIARY
FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THIS SECTION SHALL SURVIVE THE CONTRIBUTION AND CONVEYANCE OF THE INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES
AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE ASSETS OF THE VESSEL-OWNING SUBSIDIARY THAT MAY ARISE PURSUANT
TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT.
|
2.3 |
Indemnification. Seanergy hereby agrees to indemnify United Maritime for any
and all obligations and other liabilities arising from or relating to the operation, management or employment of the Vessel prior to the effective date of the Spin-Off, and hereby agrees to indemnify the Vessel-Owning Subsidiary for any and
all obligations and other liabilities arising from or relating to the operation, management or employment of the Vessel prior to the effective date of the Spin-Off.
|
3.1 |
Further Assurances. From time to time after the date of this Agreement, and
without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and will do all
such other acts and things, all in accordance with any applicable foreign, federal, national, state, provincial or local law (including common law), statute, ordinance, rule, regulation, code or other requirement enacted, promulgated, issued
or entered into, or act taken, by any federal, state, local, foreign or international court, government, department, commission, board, bureau or agency, or any other regulatory, self-regulatory, administrative or governmental organization or
authority, including the Nasdaq Capital Market, as may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by
this Agreement, or which are intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed and assigned by this
Agreement or intended so to be and (c) to more fully and effectively carry out the purposes and intent of this Agreement.
|
4.1 |
Termination.
This Agreement may be terminated by Seanergy in its sole discretion at any time prior to the consummation of the Spin-Off Distribution.
|
4.2 |
Effect of
Termination. In the event of any termination of this Agreement prior to consummation of the Spin-Off Distribution, neither Party (nor any of its directors or officers) shall have any liability or further obligation to the
other Party.
|
5.1 |
Power of Attorney. Each Party that has conveyed any interests as reflected by this Agreement (collectively, the “Conveying Parties”) hereby constitutes and appoints each of Stamatios Tsantanis, Stavros Gyftakis, Theodora Mitropetrou and Maria Moschopoulou, each of 154 Vouliagmenis Avenue,
16674 Glyfada, Greece, and each of Will Vogel, Todd Johnson, Ioanna Pantelaki and Jamie Davidian, each of Watson Farley & Williams LLP, 250 West 55th Street, New York, NY 10019, United States of America (each an “Attorney-in-Fact”), each acting singly and independently or together, as its true and lawful attorney-in-fact with full power of substitution for it and in its name, place and stead or otherwise on behalf of the applicable Conveying
Party and its successors and assigns, and for the benefit of the Attorney-in-Fact to demand and receive from time to time the interests contributed and conveyed by this Agreement (or intended so to be) and to execute in the name of the
applicable Conveying Party and its successors and assigns instruments of conveyance, instruments of further assurance and to give receipts and releases in respect of the same, and from time to time to institute and prosecute in the name of
the applicable Conveying Party for the benefit of the Attorney-in-Fact, any and all proceedings at law, in equity or otherwise which the Attorney-in-Fact may deem proper in order to (a) collect, assert or enforce any claims, rights or
titles of any kind in and to the Interests, (b) defend and compromise any and all actions, suits or proceedings in respect of any of the Interests, and (c) do any and all such acts and things in furtherance of this Agreement as the
Attorney-in-Fact shall deem advisable. Each Conveying Party hereby declares that the appointment hereby made and the powers hereby granted are coupled with an interest and are and shall be irrevocable and perpetual and shall not be
terminated by any act of any Conveying Party or its successors or assigns or by operation of law.
|
5.2 |
Survival of Representations and Warranties. The representations and
warranties of the Parties in this Agreement and in or under any documents, instruments and agreements delivered pursuant to this Agreement, will survive the completion of the transactions contemplated hereby regardless of any independent
investigations that United Maritime may make or cause to be made, or knowledge it may have, prior to the date of this Agreement and will continue in full force and effect for a period of one year from the date of this Agreement. At the end of
such period, such representations and warranties will terminate, and no claim may be brought by United Maritime against Seanergy thereafter in respect of such representations and warranties, except for claims that have been asserted by United
Maritime prior to the date of this Agreement.
|
5.3 |
Costs. United Maritime shall pay any and all sales, use and similar taxes
arising out of the contributions, conveyances and deliveries to be made hereunder, and shall pay all documentary, filing, recording, transfer, deed, and conveyance taxes and fees required in connection therewith.
|
5.4 |
Headings; References; Interpretation. All Article and Section headings in
this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this
Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All references herein to Articles and Sections shall, unless the context requires a different construction, be deemed to be references
to the Articles and Sections of this Agreement, respectively. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural
and vice versa. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word
or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or
matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.
|
5.5 |
Successors and Assigns. The Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors and assigns.
|
5.6 |
No Third Party Rights. The provisions of this Agreement are intended to bind
the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies and no person is or is intended to be a third party beneficiary of any of the
provisions of this Agreement.
|
5.7 |
Counterparts. This Agreement may be executed in any number of counterparts,
all of which together shall constitute one agreement binding on the parties hereto.
|
5.8 |
Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to any choice of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York. Each of the parties hereto submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York (or, if jurisdiction in that court is not available, then any state
court located within the Borough of Manhattan, City of New York) for any and all legal actions arising out of or in connection with this Agreement.
|
5.9 |
Severability. If any of the provisions of this Agreement are held by any
court of competent jurisdiction to contravene, or to be invalid under, the laws of any governmental body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead,
this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid, and an equitable adjustment shall be made and necessary provision added so as to give effect, as nearly as possible, to the
intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.
|
5.10 |
Deed; Bill of Sale; Assignment. To the extent required and permitted by
applicable Law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the Vessel-Owning-Subsidiary Shares.
|
5.11 |
Amendment or Modification. This Agreement may be amended or modified from
time to time only by the written agreement of all the Parties hereto.
|
5.12 |
Integration. This Agreement and the instruments referenced herein supersede
all previous understandings or agreements among the Parties, whether oral or written, with respect to its subject matter hereof. This Agreement and such instruments contain the entire understanding of the Parties with respect to the subject
matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement unless it is contained in a written amendment hereto executed
by the Parties hereto after the date of this Agreement.
|
SEANERGY MARITIME HOLDINGS CORP.
|
||
By:
|
/s/ Stamatios Tsantanis
|
|
Name:
|
Stamatios Tsantanis
|
|
Title:
|
Chief Executive Officer
|
|
UNITED MARITIME CORPORATION
|
||
By:
|
/s/ Stavros Gyftakis
|
|
Name:
|
Stavros Gyftakis
|
|
Title:
|
Chief Financial Officer
|
CLAUSE
|
PAGE
|
|
1
|
INTERPRETATION
|
1
|
2
|
SERVICES
|
1
|
3
|
FEES AND EXPENSES
|
3
|
4
|
RIGHT TO SUB-CONTRACT
|
3
|
5
|
ASSIGNMENT
|
4
|
6
|
LIABILITY AND INDEMNITY
|
4
|
7
|
NO JOINT VENTURE
|
5
|
8
|
DURATION OF THE AGREEMENT
|
5
|
9
|
NOTICES
|
6
|
10
|
APPLICABLE LAW AND JURISDICTION
|
6
|
11
|
MISCELLANEOUS
|
7
|
(A) |
The Company is in the business of owning, acquiring and operating a fleet of ocean-going vessels and intends to expand its fleet, with such vessels owned indirectly
through separate subsidiaries of the Company.
|
(B) |
The Manager has the benefit of expertise in management services through its wholly owned management subsidiaries and, inter alia, in corporate finance, accounting,
operations, sale and purchase and administration generally.
|
(C) |
With respect to the vessels set forth on Schedule I attached hereto, as amended from time to time by agreement of the parties hereto (each a “Vessel” and collectively the “Vessels,” with each
Vessel-owning subsidiary of the Company referred to as an “SPV” and collectively the “SPVs”), the Company has requested the Manager, and the Manager has agreed, to assist the Company and its SPV(s) in their dealings with third parties and to provide certain services to the
Company, certain other subsidiaries of the Company and each SPV in connection with, inter alia, the management, corporate finance, accounting, operations, sale and purchase and general administration of their business.
|
1. |
INTERPRETATION
|
2 |
SERVICES
|
(a) |
the provision of assistance and advice with respect to financing, including without limitation the monitoring and administration of compliance with the financing terms
and conditions agreed with investors, banks, lessors or other financial institutions;
|
(b) |
the establishment and maintenance of an appropriate accounting system (if required) and adequate internal control over financial reporting;
|
(c) |
the keeping of all books and records of things done and transactions performed as it may require from time to time, including liaising with accountants, lawyers and
other professional advisors;
|
(d) |
from time to time or at any time as requested, the preparation and presentation of reports to the board of directors thereof (or any applicable committee thereof)
concerning the performance of the services mentioned in this Clause 2.1 and the performance of third parties with whom they have a contractual relationship and furnishing advice and recommendations with respect to all aspects of their
business affairs;
|
(e) |
the maintenance of the general ledgers, reconciliation of their bank accounts, preparation of periodic financial statements in accordance with generally accepted
accounting principles consistently applied in the United States, including those required for governmental and regulatory or self-regulatory agency filings (including the preparation of periodic and other reports, proxy statements,
registration statements and other documents and reports), tax returns and reports and the provision of related data processing services;
|
(f) |
the provision of commercial management (including but not limited to the chartering of the Vessels and monitoring thereof and freight collection) and technical
management (including but not limited to the crewing of the vessels, the day-to-day operations, inspections, maintenance, repairs, drydocking, purchasing, insurance and claims handling) services for the Vessels, the acting directly or through
its wholly owned subsidiaries for and on behalf of the SPVs in connection therewith and the arrangement on behalf of the SPVs (through the relevant third parties) of any of the aforementioned services directly or through its wholly owned
subsidiaries;
|
(g) |
the provision of services for the sale and purchase of the Vessels;
|
(h) |
provision of services for the compliance with all applicable laws, including all relevant securities laws and the rules and regulations of the Securities and Exchange
Commission and any securities exchange upon which the Company’s securities are listed;
|
(i) |
the maintenance of the Company’s, the Company’s management subsidiaries and the SPV’s corporate existence and good standing in all necessary jurisdictions and
assistance in all other corporate and regulatory compliance matters, including but not limited to any action, claim, complaint, demand, suit, judgment, investigation or proceeding, pending or threatened, by any person or before any
governmental or other authority;
|
(j) |
the conducting of investor relations functions on behalf of the Company;
|
(k) |
the provision and maintenance of all required information technology infrastructure and support relating to all operations of the Company, the Company’s management
subsidiaries and the SPVs;
|
(l) |
the obtaining, on behalf of the Company, director and officer liability insurance and other insurance coverage not related to the Vessels that would normally be
obtained for a company in a similar business to that of the Company;
|
(m) |
the provision of office space/ premises and office equipment for the personnel of the Company, the Company’s management subsidiaries or the SPVs at the location of the
Manager and clerical, secretarial and administrative assistance as may be reasonably necessary;
|
(n) |
the communication with the transfer agent for the Company as may be necessary or desirable;
|
(o) |
the provision of directors and/or officers in the board of directors of the Company or the SPVs; and
|
(p) |
the provision of such other services as the authorized representative of the Company or the SPV may request and the Manager may agree to provide from time to time.
|
3 |
FEES AND EXPENSES
|
4 |
RIGHT TO SUB-CONTRACT
|
5 |
ASSIGNMENT
|
6 |
LIABILITY AND INDEMNITY
|
(i) |
any event, cause or condition which is beyond the reasonable control of either or both of the Parties and which prevents either or both of the Parties from performing
any of their respective obligations under this Agreement;
|
(ii) |
acts of God, including fire, explosions, unusually or unforeseeably bad weather conditions, epidemic, lightning, earthquake or tsunami;
|
(iii) |
acts of public enemies, including war or civil disturbance, vandalism, sabotage, terrorism, blockade or insurrection;
|
(iv) |
acts of any governmental authority, including injunction or restraining orders issued by any judicial, administrative or regulatory authority, expropriation or
requisition;
|
(v) |
government rule, regulation or legislation, embargo or national defense requirement; or
|
(vi) |
labor troubles or disputes, strikes or lockouts, including any failure to settle or prevent such event which is in the control of any Party.
|
7 |
NO JOINT VENTURE
|
8 |
DURATION OF THE AGREEMENT
|
9 |
NOTICES
|
(i) |
if validly delivered on a Business Day, shall be deemed to have been given when delivered; and
|
(ii) |
if validly transmitted by fax on a Business Day, shall be deemed to have been given on that Business Day.
|
10 |
APPLICABLE LAW AND JURISDICTION
|
11 |
MISCELLANEOUS
|
11.3 |
This Agreement may be executed in one or more written counterparts each of which shall be deemed an original, but all of which together shall constitute one instrument.
|
The Manager
SEANERGY MARITIME HOLDINGS CORP.
|
||
By:
|
/s/ Stamatios Tsantanis
|
|
Name:
|
Stamatios Tsantanis
|
|
Title:
|
Chief Executive Officer
|
UNITED MARITIME CORPORATION
|
||
By:
|
/s/ Stavros Gyftakis
|
|
Name:
|
Stavros Gyftakis
|
|
Title:
|
Chief Financial Officer
|
Vessel Name
|
SPVs
|
M/V Gloriuship (IMO 9266944)
|
Sea Glorius Shipping Co., of the Republic of the Marshall Islands
|
Clause | Page |
|
|
|
|
1 |
Definitions and Interpretation | 1 |
2 |
Conditions Precedent | 3 |
3 |
Representations | 3 |
4 |
Release of Existing Guarantor | 4 |
5 |
Agreement and Waiver | 4 |
6 |
Accession of Replacement Guarantor | 4 |
7 |
Amendments to Facility Agreement
and Other Finance Documents |
5 |
8 |
Further Assurance | 8 |
9 |
Costs and Expenses | 8 |
10 |
Notices | 8 |
11 |
Counterparts | 8 |
12 |
Governing Law | 8 |
13 |
Enforcement | 9 |
|
|
|
Schedules
|
||
|
|
|
Schedule 1 Conditions Precedent | 10 |
|
Execution | ||
Execution Pages | 11 |
(1) |
SEA GLORIUS SHIPPING CO., a corporation incorporated in the
Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as borrower (the "Borrower")
|
(2) |
SEANERGY MARITIME HOLDINGS CORP., a corporation incorporated in
the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as existing guarantor (the "Existing Guarantor")
|
(3) |
UNITED MARITIME CORPORATION, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road,
Ajeltake Island, MH96960, Majuro, Marshall Islands as new guarantor (the "Replacement Guarantor")
|
(4) |
KROLL AGENCY SERVICES LIMITED (previously Lucid Agency
Services Limited) as agent of the other Finance Parties (the "Facility Agent")
|
(5) |
KROLL TRUSTEE SERVICES LIMITED (previously Lucid Trustee
Services Limited) as security agent for the Secured Parties (the "Security Agent")
|
(A) |
By the Facility Agreement, the Lenders agreed to make available to the
Borrower a secured term loan facility of (originally) up to US$22,500,000 of which a principal amount of US$4,950,000 is outstanding as at
the date of this Deed.
|
(B) |
The Borrower and the Existing Guarantor have requested that the Finance Parties consent to the Shares Transfer (as this term is defined below) and the
replacement of the Existing Guarantor by the Replacement Guarantor subject to the terms and conditions of this Deed and have agreed to amend and supplement the Facility Agreement as set out in this Deed.
|
1 |
DEFINITIONS AND INTERPRETATION
|
1.1 |
Definitions
|
(a) |
will hold directly all of the shares in the Borrower; and
|
(b) |
will hold indirectly, through the Borrower, Ship A.
|
1.2 |
Defined expressions
|
1.3 |
Application of construction and interpretation provisions of Facility Agreement
|
1.4 |
Agreed forms of new, and supplements to, Finance Documents
|
(a) |
in a form attached to a certificate dated the same date as this Deed (and signed by the Borrower and the Facility Agent (acting on the instructions of
the Majority Lenders)); or
|
(b) |
in any other form agreed in writing between the Borrower and the Facility Agent (acting with the authorisation of the Majority Lenders or, where clause
42.2 (all lender matters) of the Facility Agreement applies, all the Lenders).
|
1.5 |
Designation as a Finance Document
|
1.6 |
Authorisation of Facility Agent
|
1.7 |
Third party rights
|
(a) |
Unless provided to the contrary in a Finance Document, a person who is not a Party has no right under the Third Parties Act to enforce or to enjoy the
benefit of any term of this Deed.
|
(b) |
Subject to clause 42.3 (other exceptions) of the
Facility Agreement but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Deed at any time.
|
2 |
CONDITIONS PRECEDENT
|
(a) |
The Facility Agent shall send to the Lenders all of the documents and other evidence listed in Schedule 1 (Conditions Precedent) which it has received.
|
(b) |
Once each Lender has confirmed to the Facility Agent in writing that it is satisfied as to the satisfaction of the conditions precedent referred to in
listed in Schedule 1 (Conditions Precedent), the Facility Agent shall notify the Borrower promptly upon receipt of such confirmations.
|
(c) |
Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary at any time before the Facility Agent gives the
notification described in paragraph (b) above, the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving
any such notification.
|
3 |
REPRESENTATIONS
|
3.1 |
Facility Agreement representations
|
(a) |
Each Existing Obligor makes the representations and warranties set out in clause 18 (representations) of the Facility Agreement by reference to the circumstances then existing on the date of this Deed.
|
(b) |
Each Obligor makes the representations and warranties set out in clause 18 (representations) of the Amended Facility Agreement by reference to the circumstances then existing on the Effective Date.
|
3.2 |
Finance Document representations
|
(a) |
Each Existing Obligor makes the representations and warranties set out in the Finance Documents (other than the Facility Agreement) to which it is a
party, by reference to the circumstances then existing on the date of this Deed.
|
(b) |
Each Obligor makes the representations and warranties set out in the Finance Documents (other than the Facility Agreement) to which it is a party, as
amended and supplemented by this Deed and updated with appropriate modifications to refer to this Deed, by reference to the circumstances then existing on the Effective Date.
|
4 |
RELEASE OF EXISTING GUARANTOR
|
4.1 |
Release of Security
|
4.2 |
Release of obligations and liabilities
|
4.3 |
Reassignment of assigned property
|
4.4 |
Delivery of Documents
|
5 |
AGREEMENT AND WAIVER
|
(a) |
consents to the Shares Transfer;
|
(b) |
waives the application of Clause 19 (Financial
Covenants); and
|
(c) |
waives any Event of Default that has occurred in relation to the Borrower as a result of the occurrence of the Spin-Off Completion Date pursuant to:
|
(i) |
clause 26.4 (other obligations) of the Facility
Agreement in relation to paragraph (c) of clause 21.18 (share capital);
|
(ii) |
clause 26.5 (misrepresentation) of the Facility
Agreement in relation to a breach of paragraph (a) or (c) of clause 18.3 (share capital and ownership); and
|
(iii) |
clause 26.10 (ownership of the obligors) of the Facility Agreement.
|
6 |
ACCESSION OF REPLACEMENT GUARANTOR
|
(a) |
the Replacement Guarantor agrees that:
|
(i) |
it will accede to the Amended Facility Agreement as the Guarantor and it will assume the obligations of the Guarantor and an Obligor; and
|
(ii) |
it will be bound by the terms of the Amended Facility Agreement; and
|
(b) |
the Borrower and the Facility Agent (acting on the instructions of the Lenders and on behalf of the Finance Parties) agree to the accession by the
Replacement Guarantor to the Amended Facility Agreement.
|
7 |
AMENDMENTS TO FACILITY AGREEMENT AND OTHER FINANCE DOCUMENTS
|
7.1 |
Specific amendments to the Facility Agreement
|
(a) |
any reference in the Facility Agreement to "Seanergy Maritime Holdings Corp." shall be deleted entirely and replaced with "United Maritime Corporation";
|
(b) |
any reference in the Facility Agreement to the Guarantor shall be construed as if it refers to the Replacement Guarantor;
|
(c) |
any reference to the Shares Security in relation to Borrower A in the Facility Agreement shall be construed as if it refers to the "New Shares
Security";
|
(d) |
in clause 1.1 (definitions) of the Facility
Agreement:
|
(i) |
the following definition shall be added:
|
(ii) |
an additional paragraph to the definition of "Finance Documents" shall be added to include a reference to "the Deed of Release, Accession and
Amendment";
|
(iii) |
the definition of "Original Financial Statements" shall be deleted entirely;
|
(e) |
paragraph (b) of clause 18.3 (share capital and
ownership) of the Facility Agreement shall be deleted entirely and replaced with the following:
|
(f) |
paragraphs (a) and (b) of clause 18.15 (financial
statements) shall be deleted entirely and the existing paragraphs (c) to (f) in that clause shall be redesignated as paragraphs (a) to (d);
|
(g) |
paragraph (e) of clause 18.15 (financial statements)
shall be deleted in its entirety;
|
(h) |
paragraph (b) of clause 20.3 (requirements as to
financial statements) shall be deleted in its entirety and replaced with the following:
|
“(b) |
Each Obligor shall procure that each set of financial statements delivered pursuant to Clause 20.2 (Financial statements)
is prepared using GAAP.”;
|
(i) |
paragraph (b) of clause 26.10 (ownership of the
obligors) shall be deleted entirely and replaced with the following:
|
"(b) |
Any person or group of persons acting in concert (other than
Seanergy Maritime Holdings Corp. and its ultimate beneficial owner) gains control of the Guarantor.";
|
(j) |
the registration number of the Guarantor in part A of schedule 1 (the parties) of the Facility
Agreement shall be deleted and replaced with 112801;
|
(k) |
the address, fax number and other contact details of the Facility Agent and the Security Agent in part C of schedule 1 (the parties) of the Facility Agreement shall be deleted and replaced with the following:
|
(l) |
any reference in the Facility Agreement to “Lucid Agency Services Limited” and “Lucid Trustee Services Limited” shall be construed as if the same
referred to “Kroll Agency Services Limited” and “Kroll Trustee Services Limited” respectively;
|
(m) |
the definition of, and references throughout to, each Finance Document, shall be construed as if the same referred to that Finance Document as amended
and supplemented by this Deed; and
|
(n) |
by construing references throughout to "this Agreement" and other like expressions as if the same referred to the Facility Agreement as amended and
supplemented by this Deed.
|
7.2 |
Amendments to Finance Documents
|
(a) |
the definition of, and references throughout each of the Finance Documents to the Facility Agreement and any of the other Finance Documents shall be
construed as if the same referred to, respectively:
|
(i) |
the Amended Facility Agreement; and
|
(ii) |
the other Finance Documents as amended and supplemented by this Clause 7.2 (Amendments to Finance Documents);
|
(b) |
by construing references throughout each of the Finance Documents to the Guarantor as if the same referred to the Replacement Guarantor; and
|
(c) |
by construing references throughout each of the Finance Documents to the address of each of the Security Agent and the Facility Agent as if the same
referred to “The News Building, Level 6, 3 London Bridge Street, London, England SE1 9SG”;
|
(d) |
by construing references throughout each of the Finance Documents to “Lucid Agency Services Limited” and “Lucid Trustee Services Limited” as if the same
referred to “Kroll Agency Services Limited” and “Kroll Trustee Services Limited” respectively;
|
(e) |
by construing references throughout each of the Finance Documents to "this Deed", "hereunder" and other like expressions as if the same referred to
those Finance Documents as amended and/or supplemented by this Deed.
|
7.3 |
Obligor Confirmation
|
(a) |
confirms its acceptance of the amendments effected by this Deed;
|
(b) |
agrees that it is bound as an Obligor (as defined in the Amended Facility Agreement);
|
(c) |
confirms that the definition of, and references throughout each of the Finance Documents to, the Facility Agreement and any of the other Finance
Documents shall be construed as if the same referred to the Facility Agreement and those Finance Documents as amended and supplemented by this Deed;
|
(d) |
(if it is the Replacement Guarantor) confirms that its guarantee and indemnity:
|
(i) |
will have full force and effect on the terms of the Amended Facility Agreement; and
|
(ii) |
extends to the obligations of the Transaction Obligors under the Finance Documents as amended and supplemented by this Deed.
|
7.4 |
Security confirmation
|
(a) |
any Security created by it under the Finance Documents extends to the obligations of the Obligors under the Finance Documents as amended and
supplemented by this Deed;
|
(b) |
the obligations of the relevant Obligors under the Amended Facility Agreement are included in the Secured Liabilities (as defined in the Security
Documents to which it is a party); and
|
(c) |
the Security created under the Finance Documents continues in full force and effect on the terms of the respective Finance Documents.
|
7.5 |
Finance Documents to remain in full force and effect
|
(a) |
in the case of the Facility Agreement as amended and supplemented pursuant to Clause 7.1 (Specific amendments to the Facility Agreement);
|
(b) |
in the case of the Finance Documents (other than the Facility Agreement) as amended and supplemented pursuant to Clause 7.2 (Amendments to Finance Documents);
|
(c) |
the Facility Agreement and the applicable provisions of this Deed will be read and construed as one document;
|
(d) |
the Finance Documents (other than the Facility Agreement) and the applicable provisions of this Deed will be read and construed as one document; and
|
(e) |
except to the extent expressly effected by this Deed, no waiver is given by this Deed and the Lenders expressly reserve all their rights and remedies in
respect of any breach of or other Default under the Finance Documents.
|
8 |
FURTHER ASSURANCE
|
9 |
COSTS AND EXPENSES
|
10 |
NOTICES
|
11 |
COUNTERPARTS
|
12 |
GOVERNING LAW
|
13 |
ENFORCEMENT
|
13.1 |
Jurisdiction
|
(a) |
The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute regarding
the existence, validity or termination of this Deed or any non-contractual obligation arising out of or in connection with this Deed) (a "Dispute").
|
(b) |
The Obligors and the Existing Guarantor accept that the courts of England are the most appropriate and convenient courts to settle Disputes and
accordingly none of them will argue to the contrary.
|
(c) |
To the extent allowed by law, this Clause 13.1 (Jurisdiction)
is for the benefit of the Secured Parties only. As a result, no Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Secured Parties may take
concurrent proceedings in any number of jurisdictions.
|
13.2 |
Service of process
|
(a) |
Without prejudice to any other mode of service allowed under any relevant law, each Obligor and the Existing Guarantor:
|
(i) |
irrevocably appoints Messrs Shoreside Agents Ltd, presently at 11
The Timber Yard, Drysdale Street, London, N1 6ND (T: +44 (0)20 3771 8869, M: + 44 (0) 7591 440086, Fax: +44 (0)20 3771 8870, attention: Andrew Johnson) as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and
|
(ii) |
agrees that failure by a process agent to notify the relevant Obligor or Existing Guarantor of the process will not invalidate the proceedings
concerned.
|
(b) |
If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of
all the Obligors and the Existing Guarantor) must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint
another agent for this purpose.
|
1 |
Obligors and Existing Guarantor
|
2 |
Finance Documents
|
2.1 |
A duly executed original of this Deed.
|
2.2 |
A duly executed original of the New Shares Security (and of each document to be delivered under it).
|
3 |
Legal opinions
|
3.1 |
A legal opinion of Watson Farley & Williams Greece, legal advisers to the Lenders in England, substantially in the form distributed to the Lenders
before signing this Deed.
|
3.2 |
A legal opinion of Watson Farley & Williams, New York, legal advisers to the Lenders in the Republic of the Marshall Islands, substantially in the
form distributed to the Lenders before signing this Deed.
|
4 |
Other documents and evidence
|
4.1 |
On or immediately prior to the Spin-Off Completion Date, documentary evidence satisfactory to the Facility Agent (acting on the instructions of the
Majority Lenders) that the Spin-Off has occurred.
|
4.2 |
Evidence satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) that (i) the Shares Transfer has been completed and
(ii) the Spin-Off Completion Date has occurred.
|
4.3 |
Evidence that any process agent referred to in Clause 13.2 (Service of process) has accepted its appointment.
|
4.4 |
A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent (acting on the instructions of the Majority Lenders)
considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by this Deed, the New Shares Security or for the validity and
enforceability of any Finance Document as amended and supplemented by this Deed.
|
4.5 |
Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 9 (Costs and Expenses) have been paid or will be paid by the Effective Date.
|
4.6 |
Such evidence as the Facility Agent may require for the Finance Parties to be able to satisfy each of their "know your customer", FATCA or similar
identification procedures in relation to the transactions contemplated by this Deed and the New Shares Security.
|
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.
|
Year of Build: 2006
|
Builder/Yard: Samsung Heavy Industries Co. Ltd., Korea
|
|
Flag: Marshall Islands
|
Place of Registration: Majuro
|
GT/NT: 63,462/ 34,210
|
1.
|
Purchase Price
|
2. |
Deposit
|
(i)
|
this Agreement has been signed by the Parties and exchanged in original or by e-mail or telefax; and
|
(ii)
|
the Deposit Holder has confirmed in writing to the Parties that the account has been
|
3.
|
Payment
|
(i)
|
the Deposit shall be released to the Sellers; and
|
(ii)
|
The 90% balance of the Purchase Price (the “Balance Price”) and all other sums payable on
delivery by the Buyers to the Sellers under this Agreement shall be
|
(i)
|
the Buyers procuring the repayment to the lenders of the Sellers of a proportion of debt that is secured against the Vessel (the relevant amount being the “Sellers’
Debt”); plus
|
(ii) |
paying to the Sellers an amount equal to the Purchase Price less the Sellers’ Debt in cash in accordance with this Clause 3.
|
4.
|
Inspection
|
5. |
Time and place of delivery and notices
|
6. |
Divers Inspection / Drydocking
|
(i)
|
The Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the
delivery of the Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at
their cost and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by
the Buyers. The Buyers’ representative(s) shall have the right to be present at the diver’s inspection as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. The extent of the
inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost
and expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent
re-positioning. The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection.
|
(ii)
|
If the rudder, propeller, bottom or other underwater parts below the deepest loadline are found broken, damaged or defective so as to affect the Vessel’s class, then (1) unless
repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s underwater parts
below the deepest loadline, the extent of the inspection being in accordance with the Classification Society’s rules (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification
Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society’s attendance.
|
|
Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be rectified before the next class drydocking survey, the
Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification
Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost of the repairs shall be the average of quotes for the repair work obtained from two reputable
independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless the Parties agree otherwise.
Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may not tender Notice of
Readiness prior to such estimate having been established.
|
(iii)
|
If the Vessel is to be drydocked pursuant to Clause 6(a) (ii) and no suitable dry-docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a
port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a). Once the drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per
Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of
fourteen (14) days.
|
|
|
(c)
|
If the Vessel is drydocked pursuant to Clause 6(a) (ii)
|
(i)
|
The Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification Society surveyor. If such survey
is not required by the Classification Society, the Buyers shall have the option to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification Society’s
rules for tailshaft survey and consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the
Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or found defective so as to affect the Vessel’s class, those parts shall be renewed
or made good at the Sellers’ costs and expense to the satisfaction of the Classification Society without condition/recommendation.**
|
(ii)
|
|
(iii)
|
The Buyers’ representative(s) shall have the right to be present in the drydock, as observer(s) only without interfering with the work or decisions of the Classification Society
surveyor.
|
(iv)
|
The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the Sellers’ or the
Classification Society surveyor’s work, if any, and without affecting the Vessel’s timely delivery. If, however, the Buyers’ work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to do,
the additional docking time needed to complete the Buyers’ work shall be for the Buyer’s risk, cost and expense. In the event that the Buyers’ work requires such additional time, the Sellers may upon completion of the Sellers’ work tender
Notice of Readiness for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in drydock or not.
|
7. |
Spares/bunkers, etc.
|
8. |
Documentation
|
|
In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
|
|
|
|
|
(c)
|
If any of the documents listed in Sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorized translator or
certified by a lawyer qualified to practice in the country of the translated language.
|
(d)
|
The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other
party not later than (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.
|
(e)
|
Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all
plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case
the Buyers have the right to take copies.
|
(f)
|
Other technical documentation which may be in the Sellers’ possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers
may keep the Vessel’s log books (to be in place for the last six (6) months) but the Buyers have the right to take copies of same.
|
(g)
|
The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.
|
9.
|
Encumbrances
|
10.
|
Taxes, fees and expenses
|
11.
|
Condition on delivery
|
12.
|
Name/markings
|
13.
|
Buyers’ default
|
14.
|
Sellers’ default
|
15.
|
Buyers’ representatives
|
16.
|
Law and Arbitration
|
17.
|
Notices
|
18.
|
Entire Agreement
|
19.
|
Confidentiality
|
20. |
Sanction Clause
|
(a)
|
That neither the Sellers nor Buyers; nor any person, entity or body on whose behalf or under whose direction the Sellers or Buyers act, or who they assist, or who directly or indirectly
owns or controls the Sellers or Buyers; nor any person, entity or body who the Sellers or Buyers may nominate to facilitate any aspect of this transaction are or will be individual(s) or entity/(ies) designated pursuant to any national,
international or supranational law or regulation imposing trade and economic sanctions, prohibitions or restrictions (a sanctioned entity);
|
(b) |
Sellers and Buyers undertake that they are acting, and shall act, always in their own name and for their own account, and are not acting on behalf of any sanctioned entity;
|
(c) |
the Sellers and Buyers shall notify the Buyers other party immediately if they, or any person, entity or body on whose behalf or under whose direction they act, or who they assist, or who owns
or controls the Sellers or Buyers, or any person who the Sellers or Buyers may nominate to facilitate any aspect of this transaction, become a sanctioned entity, and will provide any information the other party reasonably request; and
|
(d) |
the Sellers confirm that to the best of the Sellers’ knowledge the Vessel is not blacklisted by any national or international organization, sanctioned, or designated pursuant to any national,or
international law or regulation.
|
21. |
COVID Clause:
|
For and on behalf of the Sellers
|
For and on behalf of the Buyers
|
|
/s/ Benjamin John Crilly
|
/s/ Stamatios Tsantanis
|
|
Name: Benjamin John Crilly
|
Name: Stamatios Tsantanis
|
|
Title:Director
|
Title: Director / President
|
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.
|
Year of Build: 2006
|
Builder/Yard: Samsung Heavy Industries Co. Ltd., Korea
|
|
Flag: Marshall Islands
|
Place of Registration: Majuro
|
GT/NT: 63,462/ 34,210
|
1.
|
Purchase Price
|
2.
|
Deposit
|
(i)
|
this Agreement has been signed by the Parties and exchanged in original or by e-mail or telefax; and
|
(ii)
|
the Deposit Holder has confirmed in writing to the Parties that the account has been
|
3.
|
Payment
|
(i)
|
the Deposit shall be released to the Sellers; and
|
(ii)
|
The 90% balance of the Purchase Price (the “Balance Price”) and all other sums payable
on delivery by the Buyers to the Sellers under this Agreement shall be
|
(i)
|
the Buyers procuring the repayment to the lenders of the Sellers of a proportion of debt that is secured against the Vessel (the relevant amount being the “Sellers’ Debt”); plus
|
(ii)
|
paying to the Sellers an amount equal to the Purchase Price less the Sellers’ Debt in cash in accordance with this Clause 3.
|
4.
|
Inspection
|
5.
|
Time and place of delivery and notices
|
6.
|
Divers Inspection / Drydocking
|
(i)
|
The Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery
of the Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at their cost
and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers. The
Buyers’ representative(s) shall have the right to be present at the diver’s inspection as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and the
conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense make the
Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning. The Sellers may
not tender Notice of Readiness prior to completion of the underwater inspection.
|
(ii)
|
If the rudder, propeller, bottom or other underwater parts below the deepest loadline are found broken, damaged or defective so as to affect the Vessel’s class, then (1)
unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s
underwater parts below the deepest loadline, the extent of the inspection being in accordance with the Classification Society’s rules (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of
the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society’s attendance.
|
(iii)
|
If the Vessel is to be drydocked pursuant to Clause 6(a) (ii) and no suitable dry-docking facilities are available at the port of delivery, the Sellers shall take the Vessel
to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a). Once the drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range
as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but limited to a
maximum of fourteen (14) days.
|
|
|
(c)
|
If the Vessel is drydocked pursuant to Clause 6(a) (ii)
|
(i)
|
The Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification Society surveyor. If such
survey is not required by the Classification Society, the Buyers shall have the option to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification
Society’s rules for tailshaft survey and consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the
inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or found defective so as to affect the Vessel’s class, those
parts shall be renewed or made good at the Sellers’ costs and expense to the satisfaction of the Classification Society without condition/recommendation.**
|
(ii)
|
|
(iii)
|
The Buyers’ representative(s) shall have the right to be present in the drydock, as observer(s) only without interfering with the work or decisions of the Classification
Society surveyor.
|
(iv)
|
The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the Sellers’ or the
Classification Society surveyor’s work, if any, and without affecting the Vessel’s timely delivery. If, however, the Buyers’ work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to
do, the additional docking time needed to complete the Buyers’ work shall be for the Buyer’s risk, cost and expense. In the event that the Buyers’ work requires such additional time, the Sellers may upon completion of the Sellers’ work
tender Notice of Readiness for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in drydock or not.
|
7.
|
Spares/bunkers, etc.
|
8.
|
Documentation
|
|
In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
|
|
|
|
|
(c)
|
If any of the documents listed in Sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorized
translator or certified by a lawyer qualified to practice in the country of the translated language.
|
(d)
|
The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the
other party not later than (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.
|
(e)
|
Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the classification certificate(s) as well as
all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in
which case the Buyers have the right to take copies.
|
(f)
|
Other technical documentation which may be in the Sellers’ possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The
Sellers may keep the Vessel’s log books (to be in place for the last six (6) months) but the Buyers have the right to take copies of same.
|
(g)
|
The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.
|
9.
|
Encumbrances
|
10.
|
Taxes, fees and expenses
|
11.
|
Condition on delivery
|
12.
|
Name/markings
|
13.
|
Buyers’ default
|
14.
|
Sellers’ default
|
15.
|
Buyers’ representatives
|
16.
|
Law and Arbitration
|
17.
|
Notices
|
18.
|
Entire Agreement
|
19. |
Confidentiality
|
20. |
Sanction Clause
|
(a) |
That neither the Sellers nor Buyers; nor any person, entity or body on whose behalf or under whose direction the Sellers or Buyers act, or who they assist, or who directly or indirectly
owns or controls the Sellers or Buyers; nor any person, entity or body who the Sellers or Buyers may nominate to facilitate any aspect of this transaction are or will be individual(s) or entity/(ies) designated pursuant to any national,
international or supranational law or regulation imposing trade and economic sanctions, prohibitions or restrictions (a sanctioned entity);
|
(b) |
Sellers and Buyers undertake that they are acting, and shall act, always in their own name and for their own account, and are not acting on behalf of any sanctioned entity;
|
(c) |
the Sellers and Buyers shall notify the Buyers other party immediately if they, or any person, entity or body on whose behalf or under whose direction they act, or who they assist, or who
owns or controls the Sellers or Buyers, or any person who the Sellers or Buyers may nominate to facilitate any aspect of this transaction, become a sanctioned entity, and will provide any information the other party reasonably request; and
|
(d) |
the Sellers confirm that to the best of the Sellers’ knowledge the Vessel is not blacklisted by any national or international organization, sanctioned, or designated pursuant to any
national,or international law or regulation.
|
21. |
COVID Clause:
|
(a) |
should the physical and/or documentary delivery and/or the underwater inspection (under Clause 6) and/or the drydocking (under Clause 6) of the Vessel become impossible due to an official
prohibition or restriction imposed due to Coronavirus Disease 2019 (COVID-19) or
|
(b)
|
should the Vessel be recommended or instructed against by a competent authority, prohibited, banned or otherwise prevented in any manner from entry to a
place nominated by the Sellers as a delivery place to the Buyers in connection with or arising out of the Coronavirus Disease 2019 (COVID-19) or
|
(c)
|
should the Buyer’s proposed crew be recommended or instructed against by a competent authority or otherwise prevented in any manner from entry into the
country / port nominated by the Sellers, as the delivery place or
|
(d)
|
should the Sellers’ crew be instructed against by a competent authority or otherwise prevented in any manner from disembarking the Vessel at the port
nominated by the Sellers as the delivery place or
|
(e)
|
if the Vessel is otherwise prevented in any way from becoming ready for delivery at the nominated delivery place by any authority of such place in
connection with Coronavirus Disease 2019 (COVID-19), then the Sellers and Buyers shall mutually agree to nominate an alternate place of delivery close to the delivery range stated in Clause 5.
|
For and on behalf of the Sellers
|
For and on behalf of the Buyers
|
|
/s/ Benjamin John Crilly
|
/s/ Stamatios Tsantanis
|
|
Name: Benjamin John Crilly
|
Name: Stamatios Tsantanis
|
|
Title: Director
|
Title: Director / President
|
|
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.
|
Year of Build: 2008
|
Builder/Yard: Shanghai Waigaoqiao Shipbuilding Co. Ltd.
|
|
Flag: Marshall Islands
|
Place of Registration: Majuro
|
GT/NT: 62,863/ 31,919
|
1.
|
Purchase Price
|
2.
|
Deposit
|
(i)
|
this Agreement has been signed by the Parties and exchanged in original or by e-mail or telefax; and
|
(ii)
|
the Deposit Holder has confirmed in writing to the Parties that the account has been
|
3.
|
Payment
|
(i)
|
the Deposit shall be released to the Sellers; and
|
(ii)
|
The 90% balance of the Purchase Price (the “Balance Price”) and all other sums
payable on delivery by the Buyers to the Sellers under this Agreement shall be
|
(i)
|
the Buyers procuring the repayment to the lenders of the Sellers of a proportion of debt that is secured against the Vessel (the relevant amount being
the “Sellers’ Debt”); plus
|
(ii)
|
paying to the Sellers an amount equal to the Purchase Price less the Sellers’ Debt in cash in accordance with this Clause 3.
|
4.
|
Inspection
|
5.
|
Time and place of delivery and notices
|
6.
|
Divers Inspection / Drydocking
|
(i)
|
The Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the
delivery of the Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at
their cost and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by
the Buyers. The Buyers’ representative(s) shall have the right to be present at the diver’s inspection as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. The extent of the
inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost
and expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent
re-positioning. The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection.
|
(ii)
|
If the rudder, propeller, bottom or other underwater parts below the deepest loadline are found broken, damaged or defective so as to affect the Vessel’s
class, then (1) unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification
Society of the Vessel’s underwater parts below the deepest loadline, the extent of the inspection being in accordance with the Classification Society’s rules (2) such defects shall be made good by the Sellers at their
cost and expense to the satisfaction of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society’s attendance.
|
|
Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be rectified before the next class drydocking
survey, the Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the
Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost of the repairs shall be the average of quotes for the repair work obtained from
two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless the
Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The
Sellers may not tender Notice of Readiness prior to such estimate having been established.
|
(iii)
|
If the Vessel is to be drydocked pursuant to Clause 6(a) (ii) and no suitable dry-docking facilities are available at the port of delivery, the Sellers shall take the
Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a). Once the drydocking has taken place the Sellers shall deliver the Vessel at a port within the
delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra
steaming, but limited to a maximum of fourteen (14) days.
|
|
|
(c)
|
If the Vessel is drydocked pursuant to Clause 6(a) (ii)
|
(i)
|
The Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification Society surveyor. If such
survey is not required by the Classification Society, the Buyers shall have the option to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the
Classification Society’s rules for tailshaft survey and consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the
completion of the inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or found defective so as to affect the
Vessel’s class, those parts shall be renewed or made good at the Sellers’ costs and expense to the satisfaction of the Classification Society without condition/recommendation.**
|
(ii)
|
|
(iii)
|
The Buyers’ representative(s) shall have the right to be present in the drydock, as observer(s) only without interfering with the work or decisions of the Classification
Society surveyor.
|
(iv)
|
The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the Sellers’ or
the Classification Society surveyor’s work, if any, and without affecting the Vessel’s timely delivery. If, however, the Buyers’ work in drydock is still in progress when the Sellers have completed the work which the Sellers are
required to do, the additional docking time needed to complete the Buyers’ work shall be for the Buyer’s risk, cost and expense. In the event that the Buyers’ work requires such additional time, the Sellers may upon completion of
the Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel
is in drydock or not.
|
7.
|
Spares/bunkers, etc.
|
8.
|
Documentation
|
|
In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
|
|
|
|
|
(c)
|
If any of the documents listed in Sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorized
translator or certified by a lawyer qualified to practice in the country of the translated language.
|
(d)
|
The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by
the other party not later than ……… (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.
|
(e)
|
Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the classification certificate(s) as well
as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain
same, in which case the Buyers have the right to take copies.
|
(f)
|
Other technical documentation which may be in the Sellers’ possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The
Sellers may keep the Vessel’s log books (to be in place for the last six (6) months) but the Buyers have the right to take copies of same.
|
(g)
|
The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the
Buyers.
|
9.
|
Encumbrances
|
10.
|
Taxes, fees and expenses
|
11.
|
Condition on delivery
|
12.
|
Name/markings
|
13.
|
Buyers’ default
|
14.
|
Sellers’ default
|
15.
|
Buyers’ representatives
|
16.
|
Law and Arbitration
|
17.
|
Notices
|
|
For the Buyers:
|
|
c/o 154 Vouliagmenis Avenue
|
166 74 Glyfada, Athens, Greece | |
Attn.: Legal Department | |
Facsimile: +30 210 96 38 404 | |
|
E-mail: legal@seanergy.gr
|
|
For the Sellers:
|
|
c/o PT Kroll Consulting Indonesia
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World Trade Centre 2, 9th Floor | |
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Jl. Jend. Sudirman Kav. 29 – 31, Jakarta 12920, Indonesia
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Attn.: Director | |
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Email: dl.bull.working.group@kroll.com
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18.
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Entire Agreement
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19 |
Confidentiality
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20 |
Sanction Clause
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(a) |
That neither the Sellers nor Buyers; nor any person, entity or body on whose behalf or under whose direction the Sellers or Buyers act, or who they assist, or who directly or indirectly
owns or controls the Sellers or Buyers; nor any person, entity or body who the Sellers or Buyers may nominate to facilitate any aspect of this transaction are or will be individual(s) or entity/(ies) designated pursuant to any national,
international or supranational law or regulation imposing trade and economic sanctions, prohibitions or restrictions (a sanctioned entity);
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(b) |
Sellers and Buyers undertake that they are acting, and shall act, always in their own name and for their own account, and are not acting on behalf of any sanctioned entity;
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(c) |
the Sellers and Buyers shall notify the Buyers other party immediately if they, or any person, entity or body on whose behalf or under whose direction they act, or who they assist, or
who owns or controls the Sellers or Buyers, or any person who the Sellers or Buyers may nominate to facilitate any aspect of this transaction, become a sanctioned entity, and will provide any information the other party reasonably
request; and
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(d) |
the Sellers confirm that to the best of the Sellers’ knowledge the Vessel is not blacklisted by any national or international organization, sanctioned, or designated pursuant to any
national,or international law or regulation.
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21 |
COVID Clause:
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(a)
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should the physical and/or documentary delivery and/or the underwater inspection (under Clause 6) and/or the drydocking (under Clause 6) of the Vessel become impossible due to an
official prohibition or restriction imposed due to Coronavirus Disease 2019 (COVID-19) or
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(b)
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should the Vessel be recommended or instructed against by a competent authority, prohibited, banned or otherwise prevented in any manner from entry
to a place nominated by the Sellers as a delivery place to the Buyers in connection with or arising out of the Coronavirus Disease 2019 (COVID-19) or
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(c)
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should the Buyer’s proposed crew be recommended or instructed against by a competent authority or otherwise prevented in any manner from entry into
the country / port nominated by the Sellers, as the delivery place or
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(d)
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should the Sellers’ crew be instructed against by a competent authority or otherwise prevented in any manner from disembarking the Vessel at the
port nominated by the Sellers as the delivery place or
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(e)
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if the Vessel is otherwise prevented in any way from becoming ready for delivery at the nominated delivery place by any authority of such place in
connection with Coronavirus Disease 2019 (COVID-19), then the Sellers and Buyers shall mutually agree to nominate an alternate place of delivery close to the delivery range stated in Clause 5.
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For and on behalf of the Sellers
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For and on behalf of the Buyers
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/s/ Benjamin John Crilly
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/s/ Stamatios Tsantanis
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Name: Benjamin John Crilly
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Name: Stamatios Tsantanis
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Title: Director
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Title: Director / President
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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.
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Year of Build: 2008
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Builder/Yard: Dalian New Shipbuilding Yard
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Flag: Marshall Islands
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Place of Registration: Majuro
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GT/NT: 61,724/ 32,726
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1.
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Purchase Price
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2.
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Deposit
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(i)
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this Agreement has been signed by the Parties and exchanged in original or by e-mail or telefax; and
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(ii)
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the Deposit Holder has confirmed in writing to the Parties that the account has been
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3.
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Payment
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(i)
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the Deposit shall be released to the Sellers; and
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(ii)
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The 90% balance of the Purchase Price (the “Balance Price”) and all other sums payable
on delivery by the Buyers to the Sellers under this Agreement shall be
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(i)
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the Buyers procuring the repayment to the lenders of the Sellers of a proportion of debt that is secured against the Vessel (the relevant amount being the “Sellers’ Debt”); plus
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(ii)
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paying to the Sellers an amount equal to the Purchase Price less the Sellers’ Debt in cash in accordance with this Clause 3.
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4.
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Inspection
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5.
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Time and place of delivery and notices
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6.
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Divers Inspection / Drydocking
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(i)
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The Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery
of the Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at their cost
and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers. The
Buyers’ representative(s) shall have the right to be present at the diver’s inspection as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and the
conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense make the
Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning. The Sellers may
not tender Notice of Readiness prior to completion of the underwater inspection.
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(ii)
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If the rudder, propeller, bottom or other underwater parts below the deepest loadline are found broken, damaged or defective so as to affect the Vessel’s class, then (1)
unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s
underwater parts below the deepest loadline, the extent of the inspection being in accordance with the Classification Society’s rules (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction
of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society’s attendance.
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Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be rectified before the next class drydocking survey, the Sellers
shall be entitled to deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification
Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost of the repairs shall be the average of quotes for the repair work obtained from two reputable
independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless the Parties agree
otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may not
tender Notice of Readiness prior to such estimate having been established.
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(iii)
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If the Vessel is to be drydocked pursuant to Clause 6(a) (ii) and no suitable dry-docking facilities are available at the port of delivery, the Sellers shall take the
Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a). Once the drydocking has taken place the Sellers shall deliver the Vessel at a port within the
delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra
steaming, but limited to a maximum of fourteen (14) days.
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(c)
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If the Vessel is drydocked pursuant to Clause 6(a) (ii)
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(i)
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The Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification Society surveyor. If such
survey is not required by the Classification Society, the Buyers shall have the option to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the
Classification Society’s rules for tailshaft survey and consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the
completion of the inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or found defective so as to affect the
Vessel’s class, those parts shall be renewed or made good at the Sellers’ costs and expense to the satisfaction of the Classification Society without condition/recommendation.**
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(ii)
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(iii)
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The Buyers’ representative(s) shall have the right to be present in the drydock, as observer(s) only without interfering with the work or decisions of the Classification
Society surveyor.
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(iv)
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The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the Sellers’ or
the Classification Society surveyor’s work, if any, and without affecting the Vessel’s timely delivery. If, however, the Buyers’ work in drydock is still in progress when the Sellers have completed the work which the Sellers are
required to do, the additional docking time needed to complete the Buyers’ work shall be for the Buyer’s risk, cost and expense. In the event that the Buyers’ work requires such additional time, the Sellers may upon completion of
the Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel
is in drydock or not.
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7.
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Spares/bunkers, etc.
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8.
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Documentation
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In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with the
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(b)
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(c)
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If any of the documents listed in Sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorized
translator or certified by a lawyer qualified to practice in the country of the translated language.
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(d)
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The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by
the other party not later than ……… (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.
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(e)
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Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the classification certificate(s) as well
as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain
same, in which case the Buyers have the right to take copies.
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(f)
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Other technical documentation which may be in the Sellers’ possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The
Sellers may keep the Vessel’s log books (to be in place for the last six (6) months) but the Buyers have the right to take copies of same.
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(g)
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The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the
Buyers.
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9.
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Encumbrances
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10.
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Taxes, fees and expenses
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11.
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Condition on delivery
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12.
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Name/markings
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13.
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Buyers’ default
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14.
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Sellers’ default
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15.
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Buyers’ representatives
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16.
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Law and Arbitration
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17.
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Notices
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For the Buyers:
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c/o 154 Vouliagmenis Avenue
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166 74 Glyfada, Athens, Greece | |
Attn.: Legal Department | |
Facsimile: +30 210 96 38 404 | |
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E-mail: legal@seanergy.gr
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For the Sellers:
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c/o PT Kroll Consulting Indonesia
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World Trade Centre 2, 9th Floor | |
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Jl. Jend. Sudirman Kav. 29 – 31, Jakarta 12920, Indonesia
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Attn.: Director | |
|
Email: dl.bull.working.group@kroll.com
|
18.
|
Entire Agreement
|
19.
|
Confidentiality
|
20.
|
Sanction Clause
|
(a)
|
That neither the Sellers nor Buyers; nor any person, entity or body on whose behalf or under whose direction the Sellers or Buyers act, or who they assist, or who directly or
indirectly owns or controls the Sellers or Buyers; nor any person, entity or body who the Sellers or Buyers may nominate to facilitate any aspect of this transaction are or will be individual(s) or entity/(ies) designated pursuant
to any national, international or supranational law or regulation imposing trade and economic sanctions, prohibitions or restrictions (a sanctioned entity);
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(b)
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Sellers and Buyers undertake that they are acting, and shall act, always in their own name and for their own account, and are not acting on behalf of any sanctioned entity;
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(c)
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the Sellers and Buyers shall notify the Buyers other party immediately if they, or any person, entity or body on whose behalf or under whose direction they act, or who they assist,
or who owns or controls the Sellers or Buyers, or any person who the Sellers or Buyers may nominate to facilitate any aspect of this transaction, become a sanctioned entity, and will provide any information the other party
reasonably request; and
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(d)
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the Sellers confirm that to the best of the Sellers’ knowledge the Vessel is not blacklisted by any national or international organization, sanctioned, or designated pursuant to any
national,or international law or regulation.
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21.
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COVID Clause:
|
(a)
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should the physical and/or documentary delivery and/or the underwater inspection (under Clause 6) and/or the drydocking (under Clause 6) of the Vessel become impossible due to an
official prohibition or restriction imposed due to Coronavirus Disease 2019 (COVID-19) or
|
(b)
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should the Vessel be recommended or instructed against by a competent authority, prohibited, banned or otherwise prevented in any manner from entry
to a place nominated by the Sellers as a delivery place to the Buyers in connection with or arising out of the Coronavirus Disease 2019 (COVID-19) or
|
(c)
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should the Buyer’s proposed crew be recommended or instructed against by a competent authority or otherwise prevented in any manner from entry into
the country / port nominated by the Sellers, as the delivery place or
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(d)
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should the Sellers’ crew be instructed against by a competent authority or otherwise prevented in any manner from disembarking the Vessel at the
port nominated by the Sellers as the delivery place or
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(e)
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if the Vessel is otherwise prevented in any way from becoming ready for delivery at the nominated delivery place by any authority of such place in
connection with Coronavirus Disease 2019 (COVID-19), then the Sellers and Buyers shall mutually agree to nominate an alternate place of delivery close to the delivery range stated in Clause 5.
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For and on behalf of the Sellers
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For and on behalf of the Buyers
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|
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/s/ Benjamin John Crilly
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/s/ Stamatios Tsantanis
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Name: Benjamin John Crilly
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Name: Stamatios Tsantanis
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Title: Director
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Title: Director / President
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UNITED MARITIME CORPORATION
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By:
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/s/ Stavros Gyftakis
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Name:
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Stavros Gyftakis | |
Title:
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Chief Financial Officer & Director | |
SEANERGY MARITIME HOLDINGS CORP.
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By:
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/s/ Stamatios Tsantanis
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Name:
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Stamatios Tsantanis | |
Title:
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Chairman, Chief Executive Officer & Director | |
Subsidiary
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Country of Incorporation
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Bluesea Shipping Co.
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Marshall Islands
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Epanastasea Maritime Co.
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Marshall Islands
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Minoansea Maritime Co.
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Marshall Islands
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Parosea Shipping Co.
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Marshall Islands
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Sea Glorius Shipping Co.
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Marshall Islands
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Security
Type
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Security
Class
Title
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Fee
Calculation
Rule
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Amount
Registered
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Proposed
Maximum
Offering
Price Per
Unit
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Maximum
Aggregate
Offering
Price
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Fee
Rate
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Amount of
Registration
Fee
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Equity
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Common shares, par value $0.0001 per share (1)(2)
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Rule 457(o)
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$40,000,000
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$92.70 per
$1,000,000
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$3,708
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Equity
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Class A Warrants to purchase common shares (3)
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Other
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$92.70 per
$1,000,000
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||||
Equity
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Pre-funded warrants to purchase common shares (3)(4)(5)
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Other
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$92.70 per
$1,000,000
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||||
Equity
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Common shares, par value $0.0001 per share, underlying Class A Warrants (2)(6)
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Other
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$48,000,000
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$92.70 per
$1,000,000
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$4,449.60
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||
Equity
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Common shares, par value $0.0001 per share, underlying pre-funded warrants (2)(4)(5)
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Other
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$92.70 per
$1,000,000
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||||
Total Offering Amounts/Net Fee Due
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$88,000,000
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$8,157.60
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(1) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended (the “Securities
Act”). Pursuant to Rule 416, there are also being registered such indeterminable additional securities as may be issued to prevent dilution as a result of stock splits, stock dividends or similar transactions.
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(2) |
Including related preferred stock purchase rights. Preferred stock purchase rights are not currently separable from the common shares and are not
currently exercisable. The value attributable to the preferred stock purchase rights, if any, will be reflected in the market price of the common shares.
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(3) |
In accordance with Rule 457(i) under the Securities Act, no separate registration fee is required with respect to the warrants registered hereby.
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(4) |
The proposed maximum aggregate offering price of the common shares proposed
to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants offered and sold in the offering, and as such the proposed maximum offering price of the common shares and
pre-funded warrants (including the common shares issuable upon exercise of the pre-funded warrants) if any, is $40,000,000.
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(5) |
The registrant may issue pre-funded warrants to purchase common shares in the offering. The purchase price of each pre-funded warrant will equal the
price per share at which shares of common shares are being sold to the public in this offering, minus $0.0001, which constitutes the pre-funded portion of the exercise price, and the remaining unpaid exercise price of the pre-funded warrant
will equal $0.0001 per share (subject to adjustment as provided for therein).
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(6) |
Based on an assumed per-share exercise price for the Class A Warrants of 120% of the public offering price per unit in this offering.
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