INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Agreement is made as of _________, 2005 by and between Star Maritime Acquisition
Corp. (the “Company”) and American Stock Transfer & Trust Company
(“Trustee”).
WHEREAS,
the Company’s Registration Statement on Form S-1, No. 333-125662 (“Registration
Statement”), for its initial public offering of securities (“IPO”) has been
declared effective as of the date hereof by the Securities and Exchange
Commission (“Effective Date”); and
WHEREAS,
the Company has agreed to issue securities in a
private placement (the “Placement”); and
WHEREAS,
Maxim Group LLC (“Maxim”) is acting as the representative of underwriters (the
“Underwriters”) in the IPO and as placement agent for the Placement;
and
WHEREAS,
as described in the Company’s Registration Statement, (i) in accordance with the
Company’s Certificate of Incorporation, $174,222,025
of the
net proceeds of the IPO ($200,825,200
if
the
Underwriters’ over-allotment option is exercised in full), (ii) in accordance
with the Placement Share Agreement, dated as of December __, 2005, among
the
Company, Maxim and certain purchasers $10,452,975 of the net proceeds of
the
Placement (together with the IPO proceeds, the “Base Deposit”) and $226,500 of
Maxim’s placement fees (the “Contingent Fee”), and (iii) in accordance with the
Underwriting Agreement, dated as of ________, 2005, between the Company and
Maxim, as representative of the Underwriters, an additional $3,773,500
($4,905,550 if the Underwriters’ over-allotment option is exercised in full),
representing a portion of the Underwriters’ discount (the “Contingent
Discount”), will be delivered to the Trustee to be deposited and held in a trust
account for the benefit of the Company, the public holders of the Common
Stock,
par value $.0001 per share, of the Company (“Common Stock”) included in the
units of the Company’s securities issued in the IPO (the “Units”) and the
Underwriters and, in the event the Units are registered in Colorado, pursuant
to
Section 11-51-302(6) of the Colorado Revised Statutes, a copy of which statute
is attached hereto and made a part hereof. The amount to be delivered to
the
Trustee will be referred to herein as the “Property,” the stockholders for whose
benefit the Trustee shall hold the Property will be referred to as the “Public
Stockholders,” and the Public Stockholders, the Company and Maxim will be
referred to together as the “Beneficiaries”).
WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth
the
terms and conditions pursuant to which the Trustee shall hold the
Property;
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. Agreements
and Covenants of Trustee.
The
Trustee hereby agrees and covenants to:
(a) Hold
the
Property in trust for the Beneficiaries in accordance with the terms of this
Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute
with respect to Public Stockholders resident in Colorado, in a segregated
trust
account (“Trust Account”) established by the Trustee with Xxxxxx Brothers Inc.;
(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions
set forth herein;
(c) In
a
timely manner, upon the instruction of the Company, to invest and reinvest
the
Property in “government securities” within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940 having a maturity of 180 days or less
or in
any open ended investment company registered under the Investment Company
Act of
1940 that holds itself out as a money market fund meeting the conditions
of
paragraphs (c)(2), (c)(3) and (c)(4) under Rule 2a-7 promulgated under the
Investment Company Act of 1940;
(d) Collect
and receive, when due, all principal and income arising from the Property,
which
shall become part of the “Property,” as such term is used herein;
(e) Notify
the Company and Maxim of all communications received by it with respect to
any
Property requiring action by the Company;
(f) Supply
any necessary information or documents as may be requested by the Company
in
connection with the Company’s preparation of the tax returns for the Trust
Account;
(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company and/or
Maxim
to do so;
(h) Render
to
the Company and to Maxim, and to such other person as the Company may instruct,
monthly written statements of the activities of and amounts in the Trust
Account
reflecting all receipts and disbursements of the Trust Account;
(i) Commence
liquidation of the Trust Account upon receipt of the Officers’ Certificate
signed by the Chief Executive Officer and Chief Financial Officer in accordance
with the terms of a letter (“Termination Letter”), in a form substantially
similar to that attached hereto as Exhibit
A
or
Exhibit
B,
signed
on behalf of the Company by its Chief Executive Officer or Chief Financial
Officer, and complete the liquidation of the Trust Account and distribute
the
Property in the Trust Account only as directed in the Termination Letter
and the
other documents referred to therein. The Trustee understands and agrees that,
except as provided in Section 1(j) and Section 2 hereof, disbursements from
the
Trust Account shall be made only pursuant to a duly executed Termination
Letter,
together with the other documents referenced herein, including, without
limitation, an independently certified oath and report of inspector of election
in respect of the stockholder vote in favor of the Business Combination (as
hereinafter defined). In all cases, the Trustee shall provide Maxim with
a copy
of any Termination Letters, Officers’ Certificates and/or any other
correspondence that it receives with respect to any proposed withdrawal from
the
Trust Account promptly after it receives same. As used in this Agreement,
the
term “Business Combination” means the acquisition by the Company, through
merger, capital stock exchange, asset or stock acquisition of, or similar
business combination with, one or more entities with agreements
to acquire vessels or an operating business in the shipping
industry
as more fully described in the prospectus forming a part of the Registration
Statement; and
(j) As
of the
date 18 months from the date of this Agreement (the “LOI Termination Date”) (or
24 months from the date hereof in the event the Company has executed a Letter
of
Intent (defined below) prior to the LOI Termination Date but failed to
consummate a Business Combination (“Second Termination Date”)), commence
liquidation of the Trust Account. The Trustee, upon consultation with the
Company and Maxim, shall deliver a notice to Public Stockholders of record
as of
the LOI Termination Date or Second Termination Date, whichever the case may
be,
by U.S. mail or via the Depository Trust Company (“DTC”), within five days of
the LOI Termination Date or Second Termination Date, to notify the Public
Stockholders of such event and take such other actions as it may deem necessary
to inform the Beneficiaries. The Trustee shall deliver to each Public
Stockholder its ratable share of the Property against satisfactory evidence
of
delivery of the stock certificates by the Public Stockholders to the Company
through DTC, its Deposit Withdraw Agent Commission (DWAC) system or as otherwise
presented to the Trustee. Notwithstanding the foregoing, if the Trustee receives
a bona fide, executed letter of intent, agreement in principle or engagement
letter (a “Letter of Intent”) for a Business Combination prior to the LOI
Termination Date accompanied by an Officers’ Certificate as described in Section
3(e) hereof, then the Trustee shall forego or suspend any liquidation of
the
Trust Account until the earlier of a Business Combination or the Second
Termination Date.
2
2. Limited
Distributions of Income on Property.
(a) Upon
receipt by the Trustee of an Officer’s Certificate signed by the Chief Executive
Officer and Chief Financial Officer of the Company certifying as true, accurate
and complete a copy of any tax return required to be filed on behalf of the
Trust Account in respect of income earned on the Property held therein, the
Trustee shall deliver to the Company for submission to the appropriate taxing
authority a check made payable to the order of such taxing authority in the
amount required to pay such taxes;
provided,
however,
that in
no event shall the aggregate amount of all checks issued to taxing authorities
pursuant to this Section 2(a) exceed the income in respect of which such
taxes
are due and owing.
(b) Upon
written request from the Company, which may be given not more than once in
any
calendar quarter, the Trustee shall distribute to the Company an amount equal
to
one-half of the income earned on the Base Deposit, net of taxes payable,
over
the Income Threshold (as hereinafter defined) through the last day of the
month
immediately preceding the date of receipt of the Company’s request; provided,
however,
that
the maximum amount of distributions, net of taxes, that the Company may request
and the Trustee shall distribute pursuant to this Section 2(b) shall be
$2,500,000. For purposes of this Agreement, the “Income Threshold” shall mean
the product of (i) the number of Units sold to the Underwriters upon exercise
of
the Underwriters’ over-allotment option, and (ii) $.20. (If the Underwriters’
over-allotment option is not exercised, the Income Threshold shall be
zero.)
(c) Except
as
provided in Sections 2(a) and 2(b) above, no other distributions from the
Trust
Account shall be permitted except in accordance with Sections 1(i) and 1(j)
hereof.
3. Agreements
and Covenants of the Company.
The
Company hereby agrees and covenants:
(a) To
provide all instructions to the Trustee hereunder in writing, signed by the
Company’s Chief Executive Officers and Chief Financial Officer. In addition,
except with respect to its duties under paragraph 1(i) and 1(j) above, the
Trustee shall be entitled to rely on, and shall be protected in relying on,
any
verbal or telephonic advice or instruction which it in good faith believes
to be
given by any one of the persons authorized above to give written instructions,
provided that the Company and/or Maxim shall promptly confirm such instructions
in writing;
(b) To
hold
the Trustee harmless and indemnify the Trustee from and against any and all
expenses, including reasonable counsel fees and disbursements, or loss suffered
by the Trustee in connection with any action, suit or other proceeding brought
against the Trustee involving any claim, or in connection with any claim
or
demand which in any way arises out of or relates to this Agreement, the services
of the Trustee hereunder, or the Property or any income earned from investment
of the Property, except for expenses and losses resulting from the Trustee’s
gross negligence or willful misconduct. Promptly after the receipt by the
Trustee of notice of demand or claim or the commencement of any action, suit
or
proceeding, pursuant to which the Trustee intends to seek indemnification
under
this paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the
right to conduct and manage the defense against such Indemnified Claim,
provided, that the Trustee shall obtain the consent of the Company with respect
to the selection of counsel, which consent shall not be unreasonably withheld.
The Company may participate in such action with its own counsel;
3
(c) To
pay
the Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000
(it
being expressly understood that the Property shall not be used to pay such
fee).
The Company shall pay the Trustee the initial acceptance fee and first year’s
fee at the consummation of the IPO and thereafter on the anniversary of the
Effective Date. The Trustee shall refund to the Company the fee (on a pro
rata
basis) with respect to any period after the liquidation of the Trust Fund.
The
Company shall not be responsible for any other fees or charges of the Trustee
except as may be provided in paragraph 3(b) hereof (it being expressly
understood that the Property shall not be used to make any payments to the
Trustee under such paragraph).
(d) That,
in
the event that the Company consummates a Business Combination and the Trust
Account is liquidated in accordance with Section 1(i) hereof, the Trustee
or
another independent party designated by Maxim shall act as the inspector
of
election to certify the results of the stockholder vote; and
(e) That
the
Officers’ Certificate referenced in Sections 1(i) and 1(j) hereof shall require
the Company’s Chief Executive Officers and Chief Financial Officer to each
certify the following (wherever applicable): (1) prior to the LOI Termination
Date, the Company has entered into a bona fide Letter of Intent with a target
business; and/or (2) prior to the LOI Termination Date, the Company has entered
into a Business Combination with a target business, the terms of which are
consistent with the requirements set forth in the Registration Statement;
and/or
(3) prior to the Second Termination Date, the Company has entered into a
Business Combination with a target business, the terms of which are consistent
with the requirements set forth in the Registration Statement; and (4) the
Board
of Directors (the “Board”) pursuant to the unanimous written consent of the
Board has approved (where applicable): (i) the Letter of Intent; and/or (ii)
the
Business Combination. A copy of such consent and the Letter of Intent and/or
the
definitive agreement relating to the Business Combination so approved shall
be
attached as an exhibit to the Officers’ Certificate.
4. Limitations
of Liability.
The
Trustee shall have no responsibility or liability to:
(a) Take
any
action with respect to the Property, other than as directed in Sections 1
and 2
hereof and the Trustee shall have no liability to any party except for liability
arising out of its own gross negligence or willful misconduct;
(b) Institute
any proceeding for the collection of any principal and income arising from,
or
institute, appear in or defend any proceeding of any kind with respect to,
any
of the Property unless and until it shall have received written instructions
from the Company and/or Maxim given as provided herein to do so and the Company
shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto;
(c) Change
the investment of any Property, other than in compliance with Section
1(c);
(d) Refund
any depreciation in principal of any Property;
(e) Assume
that the authority of any person designated by the Company and/or Maxim to
give
instructions hereunder shall not be continuing unless provided otherwise
in such
designation, or unless the Company and/or Maxim shall have delivered a written
revocation of such authority to the Trustee;
4
(f) The
other
parties hereto or to anyone else for any action taken or omitted by it, or
any
action suffered by it to be taken or omitted, in good faith and in the exercise
of its own best judgment, except for its gross negligence or willful misconduct.
The Trustee 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 Trustee), 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 Trustee, in good faith, to be
genuine and to be signed or presented by the proper person or persons. The
Trustee need not investigate any fact or matter stated in the document. The
Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee signed by the
proper
party or parties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent thereto;
(g) Verify
the correctness of the information set forth in the Registration Statement
or to
confirm or assure that any acquisition made by the Company or any other action
taken by it is as contemplated by the Registration Statement, unless an officer
of the Trustee has actual knowledge thereof, written notice of such event
is
sent to the Trustee or as otherwise required under Section 1(i) hereof;
and
(h) Pay
any
taxes on behalf of the Trust Account (it being expressly understood that
the
Trustee’s sole obligation with respect to taxes shall be to make issue the
checks with respect thereto provided for by Section 2(a) hereof).
5. Certain
Rights Of Trustee.
(a) Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or opinion of counsel or both. The Trustee shall not be liable
for
any action it takes or omits to take in good faith in reliance on such Officers’
Certificate or opinion of counsel. The Trustee may consult with counsel and
the
advice of such counsel or any opinion of counsel shall be full and complete
authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.
(b) The
Trustee may act through its attorneys and agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care.
(c) The
Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within the rights or powers conferred
upon it by this Agreement.
(d) The
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Agreement; it shall not be accountable for the
Company’s use of the proceeds from the Trust Account. Notwithstanding the
effective date of this Agreement or anything to the contrary contained in
this
Agreement, the Trustee shall have no liability or responsibility for any
act or
event relating to this Agreement or the transactions related thereto which
occurs prior to the date of this Agreement, and shall have no contractual
obligations to the Beneficiaries until the date of this Agreement.
5
6. Termination.
This
Agreement shall terminate as follows:
(a) If
the
Trustee gives written notice to the Company that it desires to resign under
this
Agreement, the Company shall use its reasonable efforts to locate a successor
trustee during which time the Trustee shall continue to act in accordance
with
the terms of this Agreement. At such time that the Company notifies the Trustee
that a successor trustee has been appointed by the Company and has agreed
to
become subject to the terms of this Agreement, the Trustee shall transfer
the
management of the Trust Account to the successor trustee, including, but
not
limited, to the transfer of copies of the reports and statements relating
to the
Trust Account, whereupon this Agreement shall terminate; provided, however,
that, in the event that the Company does not locate a successor trustee within
ninety days of receipt of the resignation notice from the Trustee, the Trustee
may, but shall not be obligated to, submit an application to have the Property
deposited with the United States District Court for the Southern District
of New
York and upon such deposit, the Trustee shall be immune from any liability
whatsoever that arises due to any actions or omissions to act by any party
after
such deposit;
(b) At
such
time that the Trustee has completed the liquidation of the Trust Account
in
accordance with the provisions of Section 1(i) hereof, and distributed the
Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate except with respect to Section 3(b); or
(c) At
such
time that the Trustee has completed the liquidation of the Trust Account
in
accordance with the provisions of Section 1(k) hereof and distributed the
Property in accordance with said Section 1(k), this Agreement shall terminate
except with respect to Section 3(b).
7. Miscellaneous.
(a) The
Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth below with respect to funds transferred from
the
Trust Account. Upon receipt of written instructions, the Trustee will confirm
such instructions with an Authorized Individual at an Authorized Telephone
Number listed on the attached Exhibit
C.
The
Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must
notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such information, or of any change in
its
authorized personnel. In executing funds transfers, the Trustee will rely
upon
account numbers or other identifying numbers of a beneficiary, beneficiary’s
bank or intermediary bank, rather than names. The Trustee shall not be liable
for any loss, liability or expense resulting from any error in an account
number
or other identifying number, provided it has accurately transmitted the numbers
provided.
(b) This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of New York, without giving effect to conflict of laws.
It may
be executed in several counterparts, each one of which shall constitute an
original, and together shall constitute but one instrument. Facsimile signatures
shall constitute original signatures for all purposes of this
Agreement.
(c) This
Agreement contains the entire agreement and understanding of the parties
hereto
with respect to the subject matter hereof. This Agreement or any provision
hereof may only be changed, amended or modified by a writing signed by each
of
the parties hereto; provided, however, that no such change, amendment or
modification may be made without the prior written consent of Maxim, who,
along
with the other Underwriters, the parties specifically agree, are and shall
be
third party beneficiaries for purposes of this Agreement; and provided further,
any amendment to Section 1(j) shall require the consent of all of the Public
Stockholders. As to any claim, cross-claim or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury.
6
(d) The
parties hereto consent to the jurisdiction and venue of any state or federal
court located in the State and County of New York for purposes of resolving
any
disputes hereunder. The parties hereto irrevocably submit to such jurisdiction,
which jurisdiction shall be exclusive, and hereby waive any objection to
such
exclusive jurisdiction and that such courts represent an inconvenient
forum.
(e) Any
notice, consent or request to be given in connection with any of the terms
or
provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:
if
to the
Trustee, to:
American
Stock Transfer & Trust Company
00
Xxxxxx
Xxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx Xxxxxxxxx
Fax
No.:
(000) 000-0000
if
to the
Company, to:
c/x
Xxxxxxxx & Xxxxx, P.C.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Akis Tsirigakis
Fax
No.:
000-00-000-000-000
in
either
case with a copy to:
Maxim
Group LLC
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
xxx Xxxx 00000
Attn:
Xxxxxxxx X. Xxxxxx
Fax
No.:
(000) 000-0000
and
Xxxxx
Xxxxx Xxxx Xxxxxx Xxxxxxx and Xxxxx, P.C.
000
Xxxxx
Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxxx X. Xxxxxxx, Xx., Esq.
Fax
No.:
(000) 000-0000
7
and
Loeb
& Loeb LLP
000
Xxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn: Xxxxxxxx
X. Xxxxxxxx
Fax
No.: (000) 000-0000
(f) This
Agreement may not be assigned by the Trustee without the prior written consent
of the Company and Maxim.
(g) Each
of
the Trustee and the Company hereby represents that it has the full right
and
power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges
and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds
in
the Trust Account under any circumstance.
8
IN
WITNESS WHEREOF, the parties have duly executed this Investment Management
Trust
Agreement as of the date first written above.
AMERICAN
STOCK TRANSFER & TRUST COMPANY, as Trustee
By:
______________________________________
Name:
Title:
By:_______________________________________
Prokopios
(Akis) N. Tsirigakis,
Chief Executive Officer and President
Chief Executive Officer and President
9
EXHIBIT
A
[Letterhead
of Company]
[Insert
date]
American
Stock Transfer
&
Trust Company
00
Xxxxxx
Xxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Re: Trust
Account No. [ ] Termination Letter
Gentlemen:
Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Star
Maritime Acquisition Corp. (“Company”) and American Stock Transfer & Trust
Company (“Trustee”), dated as of __________, 2005 (“Trust Agreement”), this is
to advise you that the Company has entered into an agreement (“Business
Agreement”) with __________________ (“Target Business”) to consummate a business
combination with Target Business (“Business Combination”) on or about [insert
date]. The Company shall notify you at least two business days in advance
of the
actual date of the consummation of the Business Combination (“Consummation
Date”) and shall provide you with an Officers’ Certificate in accordance with
Sections 1(i) and 3(d) of the Trust Agreement. Capitalized words used herein
and
not otherwise define shall have the meaning ascribed to them in the Trust
Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you
to
commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company and Maxim
shall direct in writing on the Consummation Date.
On
the
Consummation Date (i) counsel for the Company shall deliver to you written
notification that (a) the Business Combination has been consummated, and
(b) the
provisions of Section 11-51-302(6) and Rule 51-3.4 of the CRS have been met,
to
the extent applicable; (ii) the Company shall deliver along with the oath
and
report of inspector of election certified by an independent inspector which
may
be the Trustee or as otherwise appointed by Maxim (collectively, the “Report”);
and (iii) the Company and Maxim shall deliver to you joint written instructions
with respect to the transfer of the funds, including the Contingent Discount
and
the Contingent Fee, held in the Trust Account (“Instructions”). You are hereby
directed and authorized to transfer the funds held in the Trust Account
immediately upon your receipt of the counsel’s letter, the Report, evidence of
delivery of the Stock Certificates, the Officers’ Certificate and the
Instructions in accordance with the terms of the Instructions. In the event
that
certain deposits held in the Trust Account may not be liquidated by the
Consummation Date without penalty, you will notify the Company and Maxim
of the
same and the Company and Maxim shall issue joint written instructions directing
you as to whether such funds should remain in the Trust Account and be
distributed after the Consummation Date. Upon the distribution of all the
funds
in the Trust Account pursuant to the terms hereof, the Trust Agreement shall
be
terminated and the Trust Account closed.
In
the
event that the Business Combination is not consummated on the Consummation
Date
described in the notice thereof and we have not notified you on or before
the
original Consummation Date of a new Consummation Date, then the funds held
in
the Trust Account shall be reinvested as provided in the Trust Agreement
on the
business day immediately following the Consummation Date as set forth in
the
notice.
Very
truly yours,
STAR
MARITIME ACQUISTION CORP.
By:__________________________________
Prokopios (Akis) N. Tsirigakis,
Chief Executive Officer and President
Chief Executive Officer and President
2
EXHIBIT
B
[Letterhead
of Company]
[Insert
date]
American
Stock Transfer
&
Trust Company
00
Xxxxxx
Xxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Re: Trust
Account No. [ ] Termination Letter
Gentlemen:
Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Star
Maritime Acquisition Corp. (“Company”) and American Stock Transfer & Trust
Company (“Trustee”), dated as of _____________, 2005 (“Trust Agreement”), this
is to advise you that the Board of Directors of the Company has voted to
dissolve the Company and liquidate the Trust Account (as defined in the Trust
Agreement). Attached hereto is a copy of the minutes of the meeting of the
Board
of Directors of the Company relating thereto, certified by the Secretary
of the
Company as true and correct and in full force and effect.
In
accordance with the terms of the Trust Agreement, we hereby (a) certify to
you
that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
Statute have been met and (b) authorize you, to commence liquidation of the
Trust Account. You will notify the Company and Xxxxxx Brothers Inc. in writing
as to when all of the funds in the Trust Account will be available for immediate
transfer (“Transfer Date”). Thereafter, you shall commence distribution of such
funds in accordance with the terms of the Trust Agreement and the Company’s
Certificate of Incorporation. Upon the payment of all the funds in the Trust
Account, the Trust Agreement shall be terminated and the Trust Account
closed.
Very
truly yours,
STAR
MARITIME ACQUISTION CORP.
By:_____________________________________
Prokopios (Akis) N. Tsirigakis,
Chief Executive Officer and President
Chief Executive Officer and President
3
EXHIBIT
C
AUTHORIZED
INDIVIDUAL(S)
FOR
TELEPHONE CALL BACK
|
AUTHORIZED
TELEPHONE
NUMBER(S)
|
|
Company:
|
||
c/x
Xxxxxxxx & Xxxxx, P.C.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn:
Akis Tsirigakis, Chief
Executive Officer and President
|
()
|
|
Trustee:
|
||
American
Stock Transfer & Trust Company
00
Xxxxxx Xxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attn:
|
(212)
|
4