SHARE PURCHASE AGREEMENT
Exhibit 10.11
This SHARE PURCHASE AGREEMENT (this “Agreement”) is dated as of July 8, 2022, and is made and entered into between United Maritime Corporation (the “Company”) and Seanergy Maritime Holdings Corp. (“Buyer”), and with respect to the following facts:
The Company desires to issue and sell to Buyer, and Buyer desires to purchase from the Company, 5,000 of the Company’s 6.5% Series C Cumulative Convertible Perpetual Preferred Shares, par value
$0.0001 per share (the “Series C Preferred Shares”), upon the terms and conditions set forth in this Agreement.
Accordingly, for and in consideration of the premises, the mutual promises, covenants and agreements hereafter set forth, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Buyer and the Company, intending to be legally bound, do hereby agree as follows:
ARTICLE I
SALE AND PURCHASE
Section 1.1 Sale and Purchase of Shares. On and subject to the terms and conditions of this Agreement,
effective as of the Closing Date, Buyer shall purchase from the Company, and the Company shall issue to Buyer, 5,000 Series C Preferred Shares, par value $0.0001 per share (the “Shares”), of the Company, in
registered form, for the consideration specified in Section 1.2 and upon the terms and conditions set forth in this Agreement.
Section 1.2 Purchase Price. The purchase price for the Shares (the “Purchase Price”) is $5,000,000, payable in cash. The Company and Buyer each hereby agree that, upon payment of the Purchase Price made to the Company, the Company shall immediately issue the Shares to the Buyer.
Section 1.3 Closing Date; Deliveries. The closing is subject to the entry by the Company into memoranda of agreement to purchase the vessels M/T Godam, M/T Mandala, M/T Thunderbolt and M/T Timberwolf, and shall occur by July
25, 2022, or such other date as the parties hereto may agree to (the “Closing Date”).
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
To induce Buyer to enter into and perform its obligations under this Agreement, the Company hereby represents and warrants to Buyer, and covenants with Buyer, as follows:
Section 2.1 Authority and Capacity. The Company has all requisite power, authority and capacity to enter
into this Agreement.
Section 2.2 Binding Agreement. This Agreement has been duly authorized and validly executed and delivered
by the Company and constitutes the Company’s valid and binding agreement, enforceable against the Company in accordance with and subject to its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting creditors’ rights and by general principles of equity, including principles of commercial reasonableness, fair dealing and good faith.
Section 2.3 Valid Issuance. Each of the Shares to be issued and sold pursuant to this Agreement have been
duly authorized in accordance with the articles of incorporation of the Company and, when issued and delivered after full payment therefor has been received, will be validly issued, fully paid and non-assessable.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
To induce the Company to enter into and perform their obligations under this Agreement, Buyer represents and warrants to the Company as follows:
Section 3.1 Authority and Capacity. Buyer has all requisite power, authority and capacity to enter into
this Agreement. The execution, delivery and performance of this Agreement by Buyer does not, and the consummation of the transaction contemplated hereby will not, result in a breach of or default under any agreement to which Buyer is a party or by
which Buyer is bound.
Section 3.2 Binding Agreement. This Agreement has been duly authorized and validly executed and
delivered by Buyer and constitutes Buyer’s valid and binding agreement, enforceable against Buyer in accordance with and subject to its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors’ rights and by general principles of equity, including principles of commercial reasonableness, fair dealing and good faith.
Section 3.3 Disclosure. Buyer is familiar with the reports and documents filed by the Company with the
Securities and Exchange Commission (the “Commission”).
Section 3.4 Investment Representations. Buyer is acquiring the Shares for Buyer’s own account and is not
acquiring the Shares with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Buyer (a) by reason of its
business and financial experience has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in
the Shares, (c) either obtained United States counsel or had a full and fair opportunity and the means to obtain United States counsel, (d) is able to bear the economic risk of such investment and is able to afford a complete loss of such investment
and (e) was provided access to all information regarding the Company and its business as Buyer desired, and was offered the opportunity to ask questions of management of the Company and to receive any documents and information on the Company. Buyer
has no present intention of selling or granting any participation in or otherwise distributing the Shares. If Buyer should in the future decide to dispose of any of the Shares, Buyer understands and agrees (a) that it may do so only in compliance
with the Securities Act and applicable state or other securities laws, as then in effect, including a sale contemplated by any registration statement pursuant to which such securities are being offered, or pursuant to an exemption from the Securities
Act, and (b) that stop-transfer instructions to that effect may be in effect with respect to the Shares. Buyer further understands and agrees that there is no public trading market for the Shares, that none is expected to develop, and that the Shares
must be held indefinitely unless and until they are registered under the Securities Act or an exemption from registration is available.
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Section 3.5 Restricted Securities. Buyer understands that the Shares may be characterized as “restricted
securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold (i) without registration
under the Securities Act only in certain limited circumstances or (ii) if such resale is registered under the Securities Act. Buyer understands that any certificates or statements evidencing any Shares may bear a legend relating to the Securities
Act.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the
parties relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the parties hereto with respect to the subject matter hereof.
Section 4.2 Governing Law. This Agreement shall be construed, interpreted and enforced in accordance
with, and shall be governed by, the laws of the State of New York without reference to, and regardless of, any applicable choice or conflicts of laws principles.
Section 4.3 Counterparts. This Agreement may be executed in any number of counterparts and by the
several parties hereto in separate counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same Agreement. This Agreement may be executed electronically or by PDF.
Section 4.4 Further Assurances. Each of the parties hereto shall from time to time at the request of any
other party hereto, and without further consideration, execute and deliver to such other party such further documents, agreements and certificates and take such other action as such other party may reasonably request in order to more effectively
fulfill the purposes of this Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, this Agreement has been signed by the parties hereto as of the date first above written.
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UNITED MARITIME CORPORATION
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By:
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/s/ Xxxxxxx Xxxxxxxx
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Name:
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Xxxxxxx Xxxxxxxx | |
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Title:
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Chief Financial Officer & Director | |
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SEANERGY MARITIME HOLDINGS CORP.
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By:
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/s/ Xxxxxxxxx Xxxxxxxxx
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Name:
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Xxxxxxxxx Xxxxxxxxx | |
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Title:
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Chairman, Chief Executive Officer & Director | |
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