FORM OF UNDERWRITING AGREEMENT] MARATHON ACQUISITION CORP. 37,500,000 Units Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • August 11th, 2006 • Marathon Acquisition Corp. • Blank checks • New York
Marathon Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as sole representative, an aggregate of 37,500,000 units of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional 5,625,000 units to cover over-allotments (the “Option Securities”). The Underwritten Securities and the Option Securities are hereinafter referred to collectively as the “Units.”
FORM OF WARRANT AGREEMENT] WARRANT AGREEMENT COMMON STOCK WARRANT AGREEMENT dated as of , 2006 between MARATHON ACQUISITION CORP. and THE BANK OF NEW YORK, as Warrant Agent Common Stock Warrants Expiring , 2010Warrant Agreement • August 23rd, 2006 • Marathon Acquisition Corp. • Blank checks • New York
COMMON STOCK WARRANT AGREEMENT, dated as of , 2006 (as modified, amended or supplemented, this “Agreement”), between MARATHON ACQUISITION CORP., a Delaware corporation (the “Company”) and THE BANK OF NEW YORK, a New York trust company, as Warrant Agent (the “Warrant Agent”).
FORM OF INDEMNIFICATION AGREEMENT]Indemnification Agreement • August 1st, 2006 • Marathon Acquisition Corp. • Blank checks • Delaware
This INDEMNIFICATION AGREEMENT, made and entered into this day of , 2006 (“Agreement”), by and between MARATHON ACQUISITION CORP., a Delaware corporation (the “Company”) and the undersigned (“Indemnitee”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 3rd, 2008 • Marathon Acquisition Corp. • Water transportation • New York
WHEREAS, MAQ, Merger Subsidiary, the Company and CMA entered into the Merger Agreement on March 21, 2008 pursuant to which MAQ will merge with and into the Merger Subsidiary with the Merger Subsidiary continuing as the surviving company and the Company will then merge with and into the Merger Subsidiary with the Merger Subsidiary continuing as the surviving company in the merger;
FORM OF REGISTRATION RIGHTS AGREEMENT]Registration Rights Agreement • August 8th, 2006 • Marathon Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of ___________, 2006, by and among: Marathon Acquisition Corp., a Delaware corporation (the “Company”), and each of the undersigned parties listed under Insiders on the signature page hereto (each, an “Insider” and collectively, the “Insiders”).
THIRD SUPPLEMENTAL WARRANT AGREEMENTWarrant Agreement • August 7th, 2008 • Marathon Acquisition Corp. • Water transportation • New York
This Third Supplemental Warrant Agreement (this “Agreement”), dated August 6, 2008, is to the Warrant Agreement, dated as of August 30, 2006 (the “Warrant Agreement”), by and between MARATHON ACQUISITION CORP., a Delaware corporation, (the “Company”), and THE BANK OF NEW YORK, a New York trust company (the successor thereto under the Warrant Agreement, MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, the “Warrant Agent”).
MARATHON ACQUISITION CORP. FOUNDER WARRANT PURCHASE AGREEMENTFounder Warrant Purchase Agreement • June 29th, 2006 • Marathon Acquisition Corp. • Blank checks • New York
THIS FOUNDER WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of May 11, 2006 by and between Marathon Acquisition Corp., a Delaware corporation (the “Company”), on the one hand, and Marathon Investors, LLC, a Delaware limited liability company (the “Founding Stockholder”), on the other hand. Except as otherwise indicated herein, capitalized terms used herein are defined in Section 5 hereof.
FIRST SUPPLEMENTAL FOUNDER WARRANT PURCHASE AGREEMENTFounder Warrant Purchase Agreement • March 25th, 2008 • Marathon Acquisition Corp. • Blank checks • New York
This First Supplemental Founder Warrant Purchase Agreement (this “Agreement”), dated March 18, 2008, is to the Founder Warrant Purchase Agreement, dated as of May 11, 2006 (the “Founder Warrant Purchase Agreement”), by and between MARATHON ACQUISITION CORP., a Delaware corporation, (the “Company”), and MARATHON INVESTORS, LLC, a Delaware limited liability company (the “Purchaser”).
SECOND SUPPLEMENTAL WARRANT AGREEMENTWarrant Agreement • March 25th, 2008 • Marathon Acquisition Corp. • Blank checks • New York
This Second Supplemental Warrant Agreement (this “Agreement”), dated March 24, 2008, is to the Warrant Agreement, dated as of August 30, 2006 (the “Warrant Agreement”), by and between MARATHON ACQUISITION CORP., a Delaware corporation, (the “Company”), and THE BANK OF NEW YORK, a New York trust company (the successor thereto under the Warrant Agreement, MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, the “Warrant Agent”).
Joint Filing AgreementJoint Filing Agreement • July 1st, 2008 • Marathon Acquisition Corp. • Water transportation
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Marathon Acquisition Corp. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 27 day of June, 2008.
FORM OF INSIDER LETTER AGREEMENT] August __, 2006Insider Letter Agreement • August 8th, 2006 • Marathon Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Marathon Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The capitalized terms set forth in Schedule 1 hereto are hereby incorporated by reference herein.
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 8th, 2008 • Marathon Acquisition Corp. • Water transportation • New York
Second Amendment, dated as of July 3, 2008 (the “Second Amendment”) to the Agreement and Plan of Merger, dated as of March 21, 2008, as amended by the Amendment, dated as of June 2, 2008, by and among:
FIRST SUPPLEMENTAL WARRANT AGREEMENTWarrant Agreement • March 25th, 2008 • Marathon Acquisition Corp. • Blank checks • New York
This First Supplemental Warrant Agreement (this “Agreement”), dated March 18 , 2008, is to the Warrant Agreement, dated as of August 30, 2006 (the “Warrant Agreement”), by and between MARATHON ACQUISITION CORP., a Delaware corporation, (the “Company”), and THE BANK OF NEW YORK, a New York trust company (the successor thereto under the Warrant Agreement, MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, the “Warrant Agent”).
Joint Filing AgreementJoint Filing Agreement • July 1st, 2008 • Marathon Acquisition Corp. • Water transportation
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Marathon Acquisition Corp. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 1st day of July, 2008.
FORM OF TRUST ACCOUNT AGREEMENT]Trust Account Agreement • August 8th, 2006 • Marathon Acquisition Corp. • Blank checks • New York
This TRUST ACCOUNT AGREEMENT (the “Agreement”) is made as of __________, 2006 by and between MARATHON ACQUISITION CORP., a Delaware corporation (the “Company”) and THE BANK OF NEW YORK, a New York banking corporation, as account agent (the “Account Agent”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG MARATHON ACQUISITION CORP., GSL HOLDINGS, INC., GLOBAL SHIP LEASE, INC. AND CMA CGM S.A. DATED AS OF MARCH 21, 2008Merger Agreement • March 25th, 2008 • Marathon Acquisition Corp. • Blank checks • New York
The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all Schedules and Exhibits hereto.
STOCK PURCHASE PLANStock Purchase Plan • July 1st, 2008 • Marathon Acquisition Corp. • Water transportation • New York
This Stock Purchase Plan (the “Purchase Plan”) is entered into on June 4, 2008, by and between Citigroup Global Markets Inc., (“CGM”) and Michael Gross (“Mr. Gross”) for the purchase of shares of common stock (the “Stock”) issued by Marathon Acquisition Corp. (the “Company”) complying with the provisions of Rule 10b5-1 (“Rule 10b5-1”) under the Securities Exchange Act of 1934 on a “not held” basis.
MARATHON ACQUISITION CORP.Management Agreement • August 1st, 2006 • Marathon Acquisition Corp. • Blank checks
This letter will confirm the agreement by and between Marathon Acquisition Corp., a Delaware corporation (the “Company”), and Marathon Management, LLC, a Delaware limited liability company (the “Management Company”), that, commencing on the effective date (“Effective Date”) of the registration statement on form S-1 (File No. 333-134078) initial public offering (“IPO”) of the Company’s securities and continuing until the earlier of (i) the consummation by the Company of a business combination, or (ii) the Company’s dissolution and liquidation, each as described in the Company’s final prospectus relating to the IPO (hereinafter, the earlier of such dates is referred to as the “Termination Date”), the Management Company shall make available to the Company certain office space, administrative services and secretarial services as may be required by the Company from time to time, at 623 5th Avenue, 26th Floor, New York, N.Y. 10022, or at such successor facilities as shall be suitable to meet
MARATHON ACQUISITION CORP. FOUNDER UNIT PURCHASE AGREEMENTFounder Unit Purchase Agreement • June 29th, 2006 • Marathon Acquisition Corp. • Blank checks • New York
THIS FOUNDER UNIT PURCHASE AGREEMENT (the “Agreement”) is made as of May 11, 2006 by and between Marathon Acquisition Corp., a Delaware corporation (the “Company”), on the one hand, and Marathon Founders, LLC, Adam Aron and Martin E. Franklin (collectively, the “Founding Stockholders”), on the other hand. Except as otherwise indicated herein, capitalized terms used herein are defined in Section 4 hereof.
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 24th, 2008 • Marathon Acquisition Corp. • Water transportation • New York
Third Amendment, dated as of July 23, 2008 (the “Third Amendment”), to the Agreement and Plan of Merger, dated as of March 21, 2008, as amended by the Amendment, dated as of June 2, 2008 and the Second Amendment, dated as of July 3, 2008, by and among:
