IPO SHARE AGREEMENT
Star Maritime Acquisition Corp.
c/x Xxxxxxxx & Xxxxx, P.C.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Prokopios (Akis) Tsirigakis
Maxim Group LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx X. Xxxxxx
Gentlemen:
The undersigned stockholders of Star Maritime Acquisition Corp.
("Company"), in order to facilitate an initial public offering of the securities
of the Company ("IPO"), hereby agree as follows:
A. Purchase of Shares. The undersigned will, directly or through
nominees, purchase an aggregate of 1,132,500 units in the IPO. Such
purchases shall be in the names and amounts set forth on Schedule A
hereto.
B. Voting of Shares. If the Company solicits approval of its
stockholders of a Business Combination, the undersigned will vote
all of the shares of the Company's common stock acquired by the
undersigned (i) in the IPO and (ii) in the aftermarket in favor of
the Business Combination and therefore waives any redemption rights
with respect to such shares. As used herein, a "Business
Combination" shall mean an acquisition by merger, capital stock
exchange, asset or stock acquisition, or similar business
combination with one or more entities with agreements to acquire
vessels or an operating business in the shipping industry selected
by the Company, and "IPO Shares" shall mean the 1,132,500 shares of
the Company's common stock included in the units purchased by the
undersigned in the IPO.
C. Lock-Up Agreement. The undersigned will not sell, assign,
hypothecate, or transfer any IPO Shares until the earlier of
consummation of a Business Combination or liquidation of the
Company. In order to enforce this covenant, the undersigned agrees
to deposit the IPO Shares in an account to be established at Maxim
Group LLC.
D. Waiver of Liquidation Distributions. The undersigned hereby waives
all right, title, interest or claim of any kind in or to any
liquidating distributions by the Company relating to the IPO Shares
in the event of a liquidation of the Company upon the Company's
failure to timely complete a Business Combination.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
__ day of _________, 2005.
--------------------------------
Prokopios (Akis) Tsirigakis
--------------------------------
Xxxxxxx Xxxxxxxxxx
--------------------------------
Niko Nikiforos
--------------------------------
Xxxxxx Xxxxxxxxxxx
--------------------------------
Xxxxx Xxxxxxx
--------------------------------
Xxx Xxxxxxxxx
--------------------------------
Xxxxxx Xxxxxx
2
Schedule A
Name Number of Shares
-------------- ----------------
Prokopios (Akis) Tsirigakis [350,000]
Xxxxxx Xxxxxxxxxxx [132,500]
Xxxxxx Xxxxxx [600,000]
Xxxxx Xxxxxxx [50,000]
3
