STOCK ESCROW AGREEMENT
Exhibit 10.3
STOCK ESCROW AGREEMENT, dated as of September 28, 2007 (the “Agreement”) by and among Seanergy
Maritime Corp., a Xxxxxxxx Islands company (“Company”), the undersigned parties listed as Initial
Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and
Continental Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
WHEREAS, the Company has entered into an Underwriting Agreement, dated September 24, 2007
(“Underwriting Agreement”) with Maxim Group LLC (“Maxim”) acting as representative of the several
underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the
Underwriters have agreed to purchase 23,100,000 units, which includes 1,100,000 units in connection
with the underwriters’ exercise of its over-allotment option, of the Company. Each Unit consists of
one share of the Company’s Common Stock, par value $.0001 per share, and one warrant (“Warrant”),
each Warrant to purchase one share of Common Stock, all as more fully described in the Company’s
definitive Prospectus, dated September 24, 2007 (“Prospectus”) comprising part of the Company’s
Registration Statement on Form F-1 (File No. 333-144436 and 333-146281) under the Securities Act of
1933, as amended (“Registration Statement”), declared effective on September 24, 2007 (“Effective
Date”).
WHEREAS, the Initial Stockholders have agreed as a condition of the Underwriters’ obligation
to purchase the Units pursuant to the Underwriting Agreement and to offer them to the public to
deposit all of their shares of Common Stock of the Company, as set forth opposite their respective
names in Exhibit A attached hereto (collectively “Escrow Shares”), in escrow as hereinafter
provided.
WHEREAS, the Company and the Initial Stockholders desire that the Escrow Agent accept the
Escrow Shares, in escrow, to be held and disbursed as hereinafter provided.
IT IS AGREED:
1. Appointment of Escrow Agent. The Company and the Initial Stockholders hereby
appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and
the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject
to such terms.
2. Deposit of Escrow Shares. On or before the Effective Date, each of the Initial
Stockholders shall deliver to the Escrow Agent certificates representing his or her respective
Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement. Each
Initial Stockholder acknowledges that the certificate representing his or her Escrow Shares is
legended to reflect the deposit of such Escrow Shares under this Agreement, it being agreed that
such legend shall be removed upon the disbursement of the Escrow Shares as described in Section 3
below.
3. Disbursement of the Escrow Shares.
3.1 General. Except as set forth herein, the Escrow Agent shall hold the Escrow Shares
until the date that is 12 months after the consummation of a Business Combination (as such term is
defined in the Registration Statement) (“Escrow Period”), on which date it shall, upon written
instructions from the Company’s Chief Executive Officer or President, disburse each of the Initial
Stockholder’s Escrow Shares to such Initial Stockholder; provided, however, that if the Escrow
Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being
liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the
certificates representing the Escrow Shares; provided further, that if, after the Company
consummates a Business Combination, it (or the surviving entity) subsequently consummates a
liquidation, merger, stock exchange or other similar transaction which results in all of its
stockholders of such entity having the right to exchange their shares of Common Stock for cash,
securities or other property, then the Escrow Agent will, upon consummation of such transaction,
release the Escrow Shares to the Initial Stockholders so that they can similarly participate.
The Escrow Agent shall have no further duties hereunder after the disbursement or destruction
of the Escrow Shares in accordance with this Section 3.
4. Rights of Initial Stockholders in Escrow Shares.
4.1 Voting Rights as a Stockholder. Subject to the terms of the Insider Letter
described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall
retain all of their rights as stockholders of the Company during the Escrow Period, including,
without limitation, the right to vote the Escrow Shares.
4.2 Dividends and Other Distributions in Respect of the Escrow Shares. During the
Escrow Period, all dividends payable in cash with respect to the Escrow Shares (unless otherwise
waived) shall be paid to the Initial Stockholders, but all dividends payable in stock or other
non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in
accordance with the terms hereof. As used herein, the term “Escrow Shares” shall be deemed to
include the Non-Cash Dividends distributed thereon, if any.
4.3 Restrictions on Transfer. During the Escrow Period, no sale, transfer or other
disposition may be made of any or all of the Escrow Shares except (i) by gift to a member of
Initial Stockholder’s Immediate Family or to a trust or other entity, the beneficiary of which is
an Initial Stockholder or a member of an Initial Stockholder’s Immediate Family, (ii) by virtue of
the laws of descent and distribution upon death of any Initial Stockholder, or (iii) pursuant to a
qualified domestic relations order; provided, however, that such permissive transfers may be
implemented only upon the respective transferee’s written agreement to be bound by the terms and
conditions of this Agreement and of the Insider Letter signed by the Initial Stockholder
transferring the Escrow Shares. During the Escrow Period, the Initial Stockholders shall not pledge
or grant a security interest in the Escrow Shares or grant a security interest in their rights
under this Agreement. For purposes of this Agreement, the term “Immediate Family” shall mean the
spouse, sibling, parents or children of an Initial Stockholder.
4.4 Insider Letters. Each of the Initial Stockholders has executed a letter agreement
with Maxim and the Company, dated as of the Effective Date, and which is filed as an exhibit to the
Registration Statement (“Insider Letter”), respecting the rights and obligations of such Initial
Stockholder in certain events, including, but not limited to, the liquidation of the Company.
5. Concerning the Escrow Agent.
5.1 Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or
omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and effectiveness of its
provisions, but also as to the truth and acceptability of any information therein contained) which
is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or
persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow
Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are
affected, unless it shall have given its prior written consent thereto.
5.2 Indemnification. The Escrow Agent shall be indemnified and held harmless by the
Company from and against any expenses, including counsel fees and disbursements, or loss suffered
by the Escrow Agent in connection with any action, suit or other proceeding involving any claim
which in any way, directly or indirectly, arises out of or relates to this Agreement, the services
of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or
losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after
the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action,
suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event
of the receipt of such notice, the Escrow Agent,
2
in its sole discretion, may commence an action in the nature of interpleader in an appropriate
court to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow
Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending receipt
of a final, non appealable order of a court having jurisdiction over all of the parties hereto
directing to whom and under what circumstances the Escrow Shares are to be disbursed and delivered.
The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is
discharged pursuant to Sections 5.5 or 5.6 below.
5.3 Compensation. The Escrow Agent shall be entitled to reasonable compensation from
the Company for all services rendered by it hereunder, as set forth on Exhibit B hereto. The Escrow
Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by
it in the administration of its duties hereunder including, but not limited to, all counsel,
advisors’ and agents’ fees and disbursements and all taxes or other governmental charges.
5.4 Further Assurances. From time to time on and after the date hereof, the Company
and the Initial Stockholders shall deliver or cause to be delivered to the Escrow Agent such
further documents and instruments and shall do or cause to be done such further acts as the Escrow
Agent shall reasonably request to carry out more effectively the provisions and purposes of this
Agreement, to evidence compliance herewith or to assure itself that it is protected in acting
hereunder.
5.5 Resignation. The Escrow Agent may resign at any time and be discharged from its
duties as escrow agent hereunder by its giving the other parties hereto written notice and such
resignation shall become effective as hereinafter provided. Such resignation shall become effective
at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the
Company and approved by Maxim, the Escrow Shares held hereunder. If no new escrow agent is so
appointed within the 60 day period following the giving of such notice of resignation, the Escrow
Agent may deposit the Escrow Shares with any court it deems appropriate.
5.6 Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from
its duties as escrow agent hereunder if so requested in writing at any time by the other parties
hereto, jointly, provided, however, that such resignation shall become effective only upon
acceptance of appointment by a successor escrow agent as provided in Section 5.5.
5.7 Liability. Notwithstanding anything herein to the contrary, the Escrow Agent shall
not be relieved from liability hereunder for its own gross negligence or its own willful misconduct
or bad faith.
6. Miscellaneous.
6.1 Governing Law. This Agreement shall for all purposes be deemed to be made under
and shall be construed in accordance with the laws of the State of New York. Each of the parties
hereby agrees that any action, proceeding or claim against it arising out of or relating in any way
to this Agreement shall be brought and enforced in the courts of the State of New York or the
United States District Court for the Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
6.2 Third Party Beneficiaries. Each of the Initial Stockholders hereby acknowledges
that the Underwriters are third party beneficiaries of this Agreement and this Agreement may not be
modified or changed without the prior written consent of Maxim.
6.3 Entire Agreement. This Agreement contains the entire agreement of the parties
hereto with respect to the subject matter hereof and, except as expressly provided herein, may not
be changed or modified except by an instrument in writing signed by the party to the charged.
3
6.4 Headings. The headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation thereof.
6.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the respective parties hereto and their legal representatives, successors and assigns.
6.6 Notices. Any notice or other communication required or which may be given
hereunder shall be in writing and either be delivered personally or by private national courier
service, or be mailed, certified or registered mail, return receipt requested, postage prepaid, and
shall be deemed given when so delivered personally or, if sent by private national courier service,
on the next business day after delivery to the courier, or, if mailed, two business days after the
date of mailing, as follows:
If to the Company, to:
Fax No.: 00-000-0000000
If to a Stockholder, to such individual, care of the Company at the address set forth
above.
and if to the Escrow Agent, to:
Continental Stock Transfer & Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx , XX 00000
Attn: Xxxxxx Xxxxxx
00 Xxxxxxx Xxxxx
Xxx Xxxx , XX 00000
Attn: Xxxxxx Xxxxxx
and:
Maxim Group LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx X. Xxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx X. Xxxxxx
and:
Loeb & Loeb LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx X. Xxxxxxxx, Esq.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx X. Xxxxxxxx, Esq.
The parties may change the persons and addresses to which the notices or other communications
are to be sent by giving written notice to any such change in the manner provided herein for giving
notice.
6.7 Liquidation of Company. The Company shall give the Escrow Agent written
notification of the liquidation and dissolution of the Company in the event that the Company fails
to consummate a Business Combination within the time period(s) specified in the Prospectus.
6.8 Counterparts. This Agreement may be executed in several counterparts each one of
which shall constitute an original and may be delivered by facsimile transmission and together
shall constitute one instrument.
4
[remainder of document continued on next page]
5
IN WITNESS WHEREOF, the parties hereto have caused the execution of this Agreement as of the
date first above written.
| SEANERGY MARITIME CORP. | ||||
By: |
/s/ Xxxxxxxxxx Xxxxx | |||
INITIAL STOCKHOLDERS: |
|||
/s/ Georgios Koutsolioustsos |
|||
/s/ Xxxxxxxxxx
Xxxxx
|
|||
/s/ Xxxxx
Xxxxx
|
|||
/s/ Xxxxxxx
Xxxxxxxx |
|||
/s/ Ioannis
Tsigkounakis |
|||
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY | ||||
By: |
/s/ Xxxx X. Xxxxx, Xx. | |||
| Title: Vice President | ||||
6
EXHIBIT A
| Number | Stock | |||||||
| Name and Address of Initial Stockholder | of Shares | Certificate Number | ||||||
Georgios Koutsolioustsos |
2,310,000 | |||||||
Panagiotis Zafet |
1,375,000 | |||||||
Xxxxx Xxxxx |
1,375,000 | |||||||
Xxxxxxx Xxxxxxxx |
302,500 | |||||||
Ioannis Tsigkounakis |
137,500 | |||||||
7
EXHIBIT B
Escrow Agent Fees
$2,400 annually for acting agent escrow fee.
Initial acceptance fee and first year agent fee to be paid at closing.
8
