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 90 days after the effective date of the
Company's IPO 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 ("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 twenty-trading day period commencing on the Separation Date. 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 an affiliate of the undersigned (or another
person or entity introduced to Maxim by the undersigned (a "Designee")) who (or
which) has an account at Maxim and, in such event, Xxxxx will make such purchase
on behalf of said affiliate or Designee; provided, however, that the undersigned
hereby agrees to make payment of the purchase price of such purchase in the
event that the affiliate or Designee fails to make such payment.
Maxim Group LLC
____, 2005
Page 2
The undersigned agrees that neither the undersigned nor any affiliate
or Designee shall sell or transfer the Warrants until the earlier of 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
