UNDERWRITING AGREEMENTUnderwriting Agreement • April 8th, 2011 • Box Ships Inc. • Deep sea foreign transportation of freight • New York
BOX SHIPS INC. 5,000,000 Common Shares, US$0.01 Par Value Per Share, Preferred Share Purchase Rights, and Warrants to Purchase 2,000,000 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • April 11th, 2014 • Box Ships Inc. • Deep sea foreign transportation of freight • New York
Date 27 June 2012 ROSETTA NAVIGATION CORP. LIMITED and TRITON SHIPPING LIMITED as joint and several Borrowers -and- THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders -and- ABN AMRO BANK N.V. as Agent, Underwriter, Swap Bank and...Loan Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
INDEX Clause Page 1 INTERPRETATION 1 2 FACILITY 16 3 POSITION OF THE LENDERS, THE AND SWAP BANK AND THE MAJORITY LENDERS 17 4 DRAWDOWN 18 5 INTEREST 19 6 INTEREST PERIODS 21 7 DEFAULT INTEREST 21 8 REPAYMENT AND PREPAYMENT 23 9 CONDITIONS PRECEDENT 24 10 REPRESENTATIONS AND WARRANTIES 25 11 GENERAL UNDERTAKINGS 28 12 CORPORATE UNDERTAKINGS 31 13 INSURANCE 32 14 SHIP COVENANTS 37 15 SECURITY COVER 41 16 PAYMENTS AND CALCULATIONS 42 17 APPLICATION OF RECEIPTS 44 18 APPLICATION OF EARNINGS; SWAP PAYMENTS 45 19 EVENTS OF DEFAULT 46 20 FEES AND EXPENSES 51 21 INDEMNITIES 52 22 NO SET-OFF OR TAX DEDUCTION 54 23 ILLEGALITY, ETC 55 24 INCREASED COSTS 55 25 SET-OFF 57 26 TRANSFERS AND CHANGES IN LENDING OFFICES 57 27 VARIATIONS AND WAIVERS 61
STOCKHOLDERS RIGHTS AGREEMENT between BOX SHIPS INC. and COMPUTERSHARE TRUST COMPANY N.A., as Rights Agent Dated as of April 18, 2011Stockholders Rights Agreement • March 16th, 2012 • Box Ships Inc. • Deep sea foreign transportation of freight • New York
Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or were (under certain circumstances specified in the Agreement), beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 5th, 2016 • Box Ships Inc. • Deep sea foreign transportation of freight • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 5, 2016, is by and among Box Ships Inc., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands (the “Company”), and _____________, a company incorporated under the laws of the British Virgin Islands (the “Investor”).
BOX SHIPS INC.Loan Agreement • March 23rd, 2015 • Box Ships Inc. • Deep sea foreign transportation of freight
The Lender has agreed to make available to the Borrower, in three Tranches, a secured term loan facility of up to US$31,650,000 in the amounts and for the purpose referred to below:
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • April 27th, 2016 • Box Ships Inc. • Deep sea foreign transportation of freight
This AMENDED AND RESTATED MANAGEMENT AGREEMENT (the “Agreement”) is made effective as of January 2nd, 2015 among ALLSEAS MARINE S.A., a Liberian company (the “Manager”) and ______________, a ___________ company (“Owner”).
REGISTRATION RIGHTS AGREEMENT by and among BOX SHIPS INC. and PROPLOUS NAVIGATION INC., OR ITS NOMINEE AND PARAGON SHIPPING INC. Dated as of April 19, 2011Registration Rights Agreement • March 16th, 2012 • Box Ships Inc. • Deep sea foreign transportation of freight • New York
REGISTRATION RIGHTS AGREEMENT, dated as of April 19, 2011, by and among BOX SHIPS INC., a Marshall Islands corporation (the “Company”), PROPLOUS NAVIGATION INC., a Marshall Islands corporation, or its nominee (“Proplous Navigation”) and PARAGON SHIPPING INC., a Marshall Islands corporation (“Paragon Shipping” and, together with Proplous Navigation, the “Shareholders”).
MEMORANDUM OF AGREEMENT Dated: 19TH APRIL 2011 Norwegian Shipbrokers’ Association’s Memo- randum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956. Code-name SALEFORM 1993 Revised...Memorandum of Agreement • March 16th, 2012 • Box Ships Inc. • Deep sea foreign transportation of freight • London
MANNING AGREEMENTManning Agreement • March 16th, 2012 • Box Ships Inc. • Deep sea foreign transportation of freight
This Manning Agreement is made this 11th day of May, 2011, between ALAQUA MARINE LIMITED a company duly organized and existing in accordance with the laws of the Republic of Liberia, with address at 80 Broad Street, Monrovia, Liberia (hereinafter called “the Principal”)
Date 17 May 2011 ARAL SEA SHIPPING S.A. as Borrower - and - UNICREDIT BANK AG as Lender LOAN AGREEMENT relating to a secured term loan facility of up to US$32,800,000 to finance part of the acquisition cost of “MSC SIENA” a 2006-built 4,425 TEU...Loan Agreement • March 16th, 2012 • Box Ships Inc. • Deep sea foreign transportation of freight
The Lender has agreed to make available to the Borrower a secured term loan facility of up to the lesser of (a) $32,800,000 and (b) 55 per cent. (if the Borrower exercises Option A) or 51 per cent. (if the Borrower exercises Option B) of the lesser of (i) the acquisition cost of m.v “MSC SIENA” pursuant to the MOA and (ii) the Initial Market Value of the Ship in one advance for the purpose of financing part of the acquisition cost of m.v. “MSC SIENA”.
POLYARISTI NAVIGATION CO. EFPLOIAS SHIPPING CO. and AMORITA DEVELOPMENT INC. as joint and several Borrowers - and - BOX SHIPS INC. as Corporate Guarantor -and - THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule I as Lenders - and - ABN AMRO BANK...Amending and Restating Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
Clause Page 1 INTERPRETATION 2 2 AGREEMENT OF ALL PARTIES TO THE AMENDMENT OF THE LOAN AGREEMENT AND FINANCE DOCUMENTS 3 3 CONDITIONS PRECEDENT 3 4 REPRESENTATIONS AND WARRANTIES 3 5 AMENDMENT OF LOAN AGREEMENT 3 6 FURTHER ASSURANCES 4 7 EXPENSES 5 8 NOTICES 5 9 SUPPLEMENTAL 5 10 LAW AND JURISDICTION 5
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • March 4th, 2016 • Box Ships Inc. • Deep sea foreign transportation of freight • New York
This SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated as of March 3, 2016, by and between Box Ships, Inc., a Marshall Islands corporation, with headquarters located at 15 Karamanli Ave., GR 166 73, Voula, Greece (the “Company”), and MAGNA EQUITIES I, LLC, a New York corporation, with its address at 40 Wall Street, New York, New York 10005 (the “Buyer”).
EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • March 16th, 2012 • Box Ships Inc. • Deep sea foreign transportation of freight
BOX SHIPPING INC., a Marshall Islands corporation having its registered office at Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (the “Company”),
FOURTH SUPPLEMENTAL LETTERLoan Agreement • March 13th, 2017 • Box Ships Inc. • Deep sea foreign transportation of freight
We refer to a loan agreement dated 6 May 2011 (as amended and restated by two amending and restating agreements dated 9 August 2012 and 9 August 2013, respectively and as further amended and supplemented by a supplemental agreement dated 25 November 2014, a supplemental and release agreement dated 25 June 2015 and three supplemental letters dated 6 May 2016, 20 May 2016 and 13 June 2016 respectively, the “Loan Agreement”) and made between (i) Polyaristi Navigation Co., Efploias Shipping Co. and Amorita Development Inc. as joint and several borrowers (the "Borrowers"), (ii) the banks and financial institutions listed in schedule 1 therein as lenders (the "Lenders"), (iii) ABN AMRO Bank N.V. as agent (in such capacity, the "Agent"), first swap bank, underwriter and security trustee and (iv) HSH Nordbank AG as second swap bank, to in respect of a loan facility in an amount of (originally) up to US$100,000,000.
EXCHANGE AGREEMENTExchange Agreement • December 27th, 2017 • Box Ships Inc. • Deep sea foreign transportation of freight • New York
This Exchange Agreement (this “Agreement”) is made and entered into as of December 19, 2017, by and between Box Ships Inc., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands (the “Company”), and ______________, a ____________________ (the “Holder”).
AMENDED AND RESTATED ACCOUNTING AGREEMENTAccounting Agreement • April 27th, 2016 • Box Ships Inc. • Deep sea foreign transportation of freight
This Amended and Restated Accounting Agreement (the Agreement") is made as of the 19th May 2015 by and between Box Ships Inc., a Marshall Islands corporation (the "Company" or "Box”), and Allseas Marine S.A., a Liberian corporation ("Allseas").
Date 27 June 2012 BOX SHIPS INC. as Guarantor — and — ABN AMRO BANK N.V. as Security Trustee GUARANTEE relating to a Loan Agreement dated 27 June 2012Guarantee • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
Clause Page 1 INTERPRETATION 1 2 GUARANTEE 3 3 LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR 3 4 EXPENSES 3 5 ADJUSTMENT OF TRANSACTIONS 3 6 PAYMENTS 4 7 INTEREST 4 8 SUBORDINATION 4 9 ENFORCEMENT 4 10 REPRESENTATIONS AND WARRANTIES 5 11 UNDERTAKINGS 6 12 CORPORATE UNDERTAKINGS 7 13 JUDGMENTS AND CURRENCY INDEMNITY 8 14 SET-OFF 9 15 SUPPLEMENTAL 9 16 ASSIGNMENT 10 17 NOTICES 10 18 INVALIDITY OF LOAN AGREEMENT 10 19 INCORPORATION OF LOAN AGREEMENT PROVISIONS 11 20 GOVERNING LAW AND JURISDICTION 11 EXECUTION PAGE 13 SCHEDULE FORM OF COMPLIANCE CERTIFICATE 14
DEFERRAL LETTERLoan Agreement • March 13th, 2017 • Box Ships Inc. • Deep sea foreign transportation of freight
Loan Agreement dated 11 November 2014 (as amended and supplemented from time to time, the "Loan Agreement") made between (i) Box Ships Inc. as borrower (the "Borrower") and (ii) ourselves as lender (the "Lender") in respect of a loan facility of (originally) up to US$31,650,000
FIRST SUPPLEMENTAL LETTERLoan Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
To: Box Ships Inc. Trust Company Complex Ajeltake Road Ajeltake Island Majuro MH96960 Marshall Islands From: Credit Suisse AG St Alban-Graben 1-3 P.O.Box CH-4002 Basel Switzerland
AMENDED AND RESTATED EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • April 27th, 2016 • Box Ships Inc. • Deep sea foreign transportation of freight
This Amended and Restated Executive Services Agreement (the Agreement") is made as of the 19TH May,2015, by and between Box Ships Inc., a Marshall Islands corporation (the "Company" or "Box”), and Allseas Marine S.A., a Liberian corporation ("Allseas").
Date May 27 2011 PARAGON SHIPPING INC. as Lender - and- BOX SHIPS INC. as Borrower LOAN AGREEMENT relating to an unsecured term loan facility of up to US$30,000,000 to be used for general corporate purposes and working capital needsLoan Agreement • March 16th, 2012 • Box Ships Inc. • Deep sea foreign transportation of freight
The Lender has agreed to make available to the Borrower an unsecured term loan facility of up to $30,000,000 (Thirty million United States Dollars) in up to five advances for general corporate purposes and working capital needs.
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • March 16th, 2012 • Box Ships Inc. • Deep sea foreign transportation of freight
BOX SHIPS INC., a Marshall Islands corporation having its registered office at Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (the “Company” or “Box”),
PURCHASE OPTION AGREEMENTPurchase Option Agreement • March 16th, 2012 • Box Ships Inc. • Deep sea foreign transportation of freight
This AGREEMENT (this “Agreement”) is made effective as of April 19, 2011 among PARAGON SHIPPING INC., a Marshall Islands company (“Paragon Shipping”), BOX SHIPS INC., a Marshall Islands company (“Box Ships”).
AGREEMENTPurchase Option Agreement • March 16th, 2012 • Box Ships Inc. • Deep sea foreign transportation of freight • New York
This AGREEMENT (this “Agreement”) is made effective as of April 19, 2011 among PARAGON SHIPPING INC., a Marshall Islands company (“Paragon Shipping”), BOX SHIPS INC., a Marshall Islands company (“Box Ships”) and Michael Bodouroglou, a natural person (“Bodouroglou”).
ContractAmending and Restating Agreement • March 20th, 2014 • Box Ships Inc. • Deep sea foreign transportation of freight
PURCHASE OPTION AGREEMENTPurchase Option Agreement • March 20th, 2014 • Box Ships Inc. • Deep sea foreign transportation of freight
This AMENDED AND RESTATED PURCHASE OPTION AGREEMENT (this "Agreement") is made effective as of November 15, 2013 among PARAGON SHIPPING INC., a Marshall Islands company ("Paragon Shipping") and BOX SHIPS INC., a Marshall Islands company ("Box Ships").
ROSETTA NAVIGATION CORP. LIMITED TRITON SHIPPING LIMITED as joint and several Borrowers and BOX SHIPS INC. as Corporate Guarantor and THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders and ABN AMRO BANK N.V. as Agent, Underwriter,...Supplemental and Release Agreement • April 27th, 2016 • Box Ships Inc. • Deep sea foreign transportation of freight
Translation of the Lease Agreement In Voula this 1st day of June, 2011, it has been agreed between:Lease Agreement • March 16th, 2012 • Box Ships Inc. • Deep sea foreign transportation of freight
REGISTRATION RIGHTS AGREEMENT Dated June 12, 2012 by and among BOX SHIPS INC. and NEIGE INTERNATIONAL INC.Registration Rights Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight • New York
This Registration Rights Agreement (this "Agreement") is made and entered into on June 12, 2012, by and among Box Ships Inc., a Marshall Islands corporation (the "Company") and Neige International Inc., a Marshall Islands corporation (the "Purchaser"), which has agreed, pursuant to the Share Purchase Agreement (defined below), to purchase one million three hundred thirty-three thousand three hundred thirty-three (1,333,333) shares of the Company's 9.75% Series B Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share, (the "Shares") and warrants to purchase one million three hundred thirty-three thousand three hundred thirty-three (1,333,333) shares of the Company's common stock, par value $0.01 per share (the "Warrants") (such shares of common stock, par value $0.01 per share (the "Common Shares") issuable upon exercise of the Warrants, the "Warrant Shares") expiring on June 30, 2017. Such transaction described in the preceding sentence is referred to herein as the
ADDENDUM No. 2 to the Management Agreement dated 13/07/2011 and any addenda thereto (the "Management Agreement") Between LAWRY SHIPPING LTD. of Marshall Islands (as Owner) And ALLSEAS MARINE S.A. of Liberia (as Manager) In respect of the management of...Management Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
Notwithstanding the relevant provisions of the Management Agreement, it is this, 18th day of September 2012, mutually agreed between the Owner and the Manager that a clause 8.05 shall be added to read as follows:
ADDENDUM No. 2 to the Management Agreement dated 16/05/2011 and any addenda thereto (the "Management Agreement") Between POLYARISTI NAVIGATION CO. of Liberia (as Owner) And ALLSEAS MARINE S.A. of Liberia (as Manager) In respect of the management of...Management Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
Notwithstanding the relevant provisions of the Management Agreement, it is this, 18th day of September 2012, mutually agreed between the Owner and the Manager that a clause 8.05 shall be added to read as follows:
ACCOUNTING AGREEMENTAccounting Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
Box Ships Inc., a Marshall Islands corporation having its registered office at Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MI-I 96960 (the "Company- or "Box")
Dated 25 November 2014 ROSETTA NAVIGATION CORP. LIMITED TRITON SHIPPING LIMITED as joint and several Borrowers and BOX SHIPS INC. as Guarantor and THE BANKS AND FINANCIAL INSTITUTIONS Listed in Schedule 1 as Lenders and ABN AMRO BANK N.V. as Agent,...Second Supplemental Agreement • April 27th, 2016 • Box Ships Inc. • Deep sea foreign transportation of freight
ADDENDUM to the Management Agreement dated 18/06/2012 (the "Management Agreement") Between TRITION SHIPPING LIMITED of Hong Kong (as Owner) And ALLSEAS MARINE S.A. of Liberia (as Manager) In respect of the management of the Vessel OOCL HONG KONG (the...Management Agreement • March 8th, 2013 • Box Ships Inc. • Deep sea foreign transportation of freight
Notwithstanding the relevant provisions of the Management Agreement, it is this, 18th day of September 2012, mutually agreed between the Owner and the Manager that in the event that the Management Agreement is terminated in accordance with Clause 12.05, then the provisions of the Compensation Agreement between the Manager and Box Ships Inc. dated 12/09/2012, copy of which is attached hereto as Exhibit A, forming an integral part of this Agreement, or any renewal thereof shall be applied."
