STOCK SURRENDER AGREEMENT
Exhibit
10.12
This Stock Surrender Agreement (the “Agreement”) dated as of February 20, 2007, by and among
the individuals listed on Schedule A (each an “Insider” and collectively, “Insiders”) and Seanergy
Maritime Corp. (the “Company”).
W I T N E S S E T H:
WHEREAS, on November 27, 2006, the Company issued an aggregate of 3,302,224 shares of common
stock, par value $0.0001 per share (the “Common Stock”) to certain directors and officers of the
Company;
WHEREAS, in connection with a modification of the terms of the Company’s initial public
offering, each Insider desires to surrender his or its legal right, title and interest in the
number of shares of Common Stock set forth opposite his or its name on Schedule A hereto, which
shares shall total 802,224 (the “Shares”) and the Company desires to accept such surrendered Shares
for cancellation;.
NOW, THEREFORE, in consideration of the promises and mutual covenants, agreements,
representations and warranties herein contained, the parties hereto agree as follows:
1. Surrender of Shares. Subject to the terms and conditions of this Agreement, as of the
date first above written, Insiders hereby surrender all legal right, title and interest in the
Shares to the Company for cancellation. The Company shall receive no consideration for the
surrendered Shares.
2. Further Assurances. After the date hereof, Insiders agree to take any and all actions
necessary to surrender the Shares to the Company.
3. Acknowledgements. The parties hereto acknowledge and agree that the intent and purpose
of the transaction contemplated by this Agreement is not to hinder or defraud any creditor of
Insiders.
4. Entire Agreement: Amendments. This Agreement contains, and is intended as, a complete
statement of all the terms of the arrangements between the parties with respect to the matters
provided for and supersedes any and all prior agreements, arrangements and understandings between
the parties with respect to the matters provided for herein. No alteration, waiver, amendment,
change or supplement hereto shall be binding or effective unless the same is set forth in writing,
signed by the parties hereto or a duly authorized representative thereof.
5. Notices. Any notices required or permitted to be given under this Agreement shall be in
writing, signed by the party giving such notice and shall be deemed duly given when sent by
registered or certified mail return receipt requested, to the other parties hereto at such parties
address set forth on the signature page hereto or at such other address as such parties shall
designate by similar notice to the other parties.
6. Governing Law. 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 principles of
conflicts of law or choice of law. Each Seller and the Company hereby agree that the state and
federal courts located in New York, New York, shall have exclusive jurisdiction and venue over all
actions relating to this Agreement, and the Seller and the Company hereby waive the right to trial
by jury and personal service in any such action, and consent to service of process in any manner
permitted for notices in Section 5 hereof.
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IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the day and year
first above written.
| SEANERGY MARITIME CORP. |
||||
| By: | /s/ Georgios Koutsolioutsos | |||
| Name: Georgios Koutsolitsos | ||||
| Title: Co-Chairman and President | ||||
| /s/ Georgios Koutsolioutsos | ||||
| Georgios Koutsolioutsos | ||||
| /s/ Xxxxxxxxxx Xxxxx | ||||
| Xxxxxxxxxx Zafet | ||||
| /s/ Xxxxx Xxxxx | ||||
| Xxxxx Zafet | ||||
| /s/ Xxxxxxx Xxxxxxxx | ||||
| Xxxxxxx Xxxxxxxx | ||||
| /s/ Ioannis Tsigkounakis | ||||
| Ioannis Tsigkounakis | ||||
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Schedule A
| Seller | Number of Shares to be sold to the Company | |||
Georgios Koutsolioutsos |
336,934 | |||
Panagiotis Zafet |
200,556 | |||
Xxxxx Xxxxx |
200,556 | |||
Xxxxxxx Xxxxxxxx |
44,122 | |||
Ioannis Tsigkounakis |
20,056 | |||
Total |
802,224 | |||
