Star Maritime Acquisition Corp.
c/x Xxxxxxxx & Xxxxx, P.C.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
____, 2005
Maxim Group LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: Star Maritime Acquisition Corp.
Gentlemen:
This letter will confirm the agreement of the undersigned to purchase
warrants ("Warrants") of Star Maritime Acquisition Corp. ("Company") included in
the units ("Units") being sold in the Company's initial public offering ("IPO")
upon the terms and conditions set forth herein. Each Unit is comprised of one
share of Common Stock and one Warrant. The shares of Common Stock and Warrants
will not be separately tradable until 20 trading days after the earlier to occur
of the expiration of the underwriters' over-allotment option or its exercise in
full unless Maxim Group LLC ("Maxim") informs the Company of its decision to
allow earlier separate trading.
The undersigned agrees that this letter agreement constitutes an
irrevocable order for Maxim to purchase Warrants in the public marketplace for
the undersigned's account within the six month period commencing on the date
separate trading of the Warrants commences ("Separation Date") in an amount
equal to 1.5% of the gross proceeds of the offering at prices not to exceed
$1.20 per Warrant on a not-held basis ("Maximum Warrant Purchase"). Xxxxx (or
such other broker dealer(s) as Xxxxx may assign the order to) agrees to fill
such order in such amounts and at such times as it may determine, in its sole
discretion, during the six month period commencing on the Separation Date. Each
order will be a limit order under NASD rules governing such orders. Xxxxx
further agrees that it will not charge the undersigned any fees and/or
commissions with respect to such purchase obligation.
The undersigned may notify Maxim that all or part of the Maximum
Warrant Purchase will be made by one or more affiliates of the undersigned who
(or which) has an account at Maxim and, in such event, Maxim will make such
purchase on behalf of said affiliate; provided, however, that the undersigned
hereby agrees to make payment of the purchase price of such purchase in the
event that the affiliate fails to make such payment.
Maxim Group LLC
____, 2005
Page 2
The undersigned agrees that neither the undersigned nor any affiliate
of his shall sell or transfer the Warrants until after the consummation of a
merger, capital stock exchange, asset acquisition or other similar business
combination and acknowledges that, at the option of Maxim, the certificates for
such Warrants shall contain a legend indicating such restriction on
transferability.
Very truly yours
-----------------------------------------
Prokopios (Xxxx) Tsirigakis
2
