EXHIBIT 10.18
POSEIDON CAPITAL CORP.
000 XXXX 00XX XXXXXX
XXX XXXX, XXX XXXX 00000
May 3, 2005
FreeSeas Inc.
93 Atki Miaouli
Piraeus, Greece
Gentlemen:
This letter agreement (the "Agreement") when executed by the parties
constitutes the entire understanding and agreement between FreeSeas Inc. (the
"Company") and Poseidon Capital Corp. ("Poseidon") relating to the matters set
forth herein.
1. TRANSACTION SERVICES. Poseidon shall seek to arrange a business
combination between the Company and Trinity Partners Acquisition Company, Inc.,
a U.S. Public Company ("Trinity") pursuant to which Trinity will be merged with
and into the Company and the shareholders of the Company will become the
principal shareholders of the surviving entity (the "Transaction"). In
connection therewith, Poseidon shall attend meetings with the Company and/or
Trinity, advise and consult with the Company regarding relative valuations of
the Company and Trinity, negotiate with Trinity regarding valuation and
structure of the Transaction, advise the Company with respect to attorneys and
accountants for the Transaction, assist the Company in dealing with attorneys
and accountants, advise and consult with the Company regarding the U.S. public
markets and NASDAQ and/or AMEX listings and perform such other services with
respect to the Transaction as the Company may reasonably request.
2. TRANSACTION COMPENSATION. As compensation for services rendered in
connection with the Transaction, the Company shall pay to Poseidon the sum of
$200,000 upon closing of the Transaction and thereafter the sum of $400,000
payable in 20 equal monthly installments on the first day of each month
commencing July 1, 2005, evidenced by a promissory note.
3. FINANCIAL CONSULTING SERVICES. In addition to the foregoing,
Poseidon and the Company agree that Poseidon shall for a period of one year from
the date of the closing of the Transaction, render certain financial and
consulting services and advice to the Company including, but not limited to,
advice with respect to private placement or public offerings of equity or debt
securities in the U.S. or foreign capital markets, introductions to U.S. and
foreign investment banking firms, ongoing development of the Company's business
plan and business expansion strategy, evaluation and recommendation of financing
options and strategic relationships, and such other services as the Company may
reasonably request.
4. FINANCIAL CONSULTING COMPENSATION. As compensation for services
rendered pursuant to Article 3 hereof, the Company shall pay Poseidon the
aggregate sum of $400,000, payable in amounts equal to 5% of each $1,000,000 as
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and when received by the Company from the exercise of company warrants to be
outstanding upon consummation of the Transaction, it being understood that
Poseidon shall not directly or indirectly be engaged in any warrant exercise
solicitation. The provisions of this Section 4 shall survive the expiration of
this Agreement.
5. REIMBURSEMENT OF EXPENSES. The Company shall reimburse Poseidon for
all pre-approved travel expenses incurred in connection with the Transaction.
6. INDEMNIFICATION. The Company will indemnify Poseidon against all
claims, damages, liabilities, and litigation expenses (including Poseidon's
reasonable attorney's fees and expenses), as the same are incurred relating to
or arising out of its activities hereunder and caused by fraudulent activities,
material misstatements, or willful misconduct of the Company, except to the
extent that any claims, damages, liability, or expenses are found in a final
judgment by a court of competent jurisdiction to have resulted from Poseidon's
willful misconduct or gross negligence in performing the services described
above. The indemnity provisions contained in this paragraph shall remain in full
force and effect regardless of any termination of this Agreement.
7. CONFIDENTIALITY. This Agreement shall be considered private and
confidential by the signatories to this Agreement except as otherwise required
by law. Poseidon shall agree and require a written commitment from anyone to
whom Poseidon provides such information to keep confidential and maintain in
strict confidence all non-public information received in the course of this
engagement and to return such information to the Company upon request.
8. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements
written or oral between the Company and Poseidon with respect to the subject
matter contained herein, including the letter agreement dated December 10, 2004.
9. GOVERNING LAW. This Agreement shall be governed by New York law
without reference to its conflict of law provisions. Any dispute arising under
this Agreement shall be subject to arbitration in New York City.
We very much look forward to working together with you to successfully
complete this exciting and timely assignment.
Sincerely,
Agreed and accepted:
Poseidon Capital Corp. FreeSeas Inc.
By: /s/ Xxxxxx X. XxXxxxxxx By: /s/ Xxxxxx X. Gourdomichalis
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Xxxxxx X. XxXxxxxxx Xxxxxx X. Gourdomichalis
Managing Director Chairman/President
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