0000950123-07-011704 Sample Contracts

20,000,000 Units SEANERGY MARITIME CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • August 17th, 2007 • Seanergy Maritime Corp. • Blank checks • New York

Seanergy Maritime Corp., a Marshall Islands corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (“Maxim” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Maxim is acting as representative (the Representative and the other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:

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RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT
Right of First Refusal and Corporate Opportunities Agreement • August 17th, 2007 • Seanergy Maritime Corp. • Blank checks • New York

This Right of First Refusal and Corporate Opportunities Agreement (this “Agreement”) is made as of August ___ 2007 by and between Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”) and Hellasco Shipping Ltd. (“Hellasco”) in connection with the Company’s proposed initial public offering (the “IPO”) of units of the Company in the United States pursuant to a registration statement on Form F-1 (as amended, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission.

RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT
Right of First Refusal and Corporate Opportunities Agreement • August 17th, 2007 • Seanergy Maritime Corp. • Blank checks • New York

This Right of First Refusal and Corporate Opportunities Agreement (this “Agreement”) is made as of August ___2007 by and between Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”) and RBB Shipping GmbH (“RBB”) in connection with the Company’s proposed initial public offering (the “IPO”) of units of the Company in the United States pursuant to a registration statement on Form F-1 (as amended, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission.

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • August 17th, 2007 • Seanergy Maritime Corp. • Blank checks • New York

This Agreement is made as of [ ], 2007 by and between Seanergy Maritime Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).

RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT
Right of First Refusal and Corporate Opportunities Agreement • August 17th, 2007 • Seanergy Maritime Corp. • Blank checks • New York

This Right of First Refusal and Corporate Opportunities Agreement (this “Agreement”) is made as of August ___, 2007 by and between Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”) and Equity Shipping Ltd. (“Equity”) in connection with the Company’s proposed initial public offering (the “IPO”) of units of the Company in the United States pursuant to a registration statement on Form F-1 (as amended, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission.

RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT
Right of First Refusal and Corporate Opportunities Agreement • August 17th, 2007 • Seanergy Maritime Corp. • Blank checks • New York

This Right of First Refusal and Corporate Opportunities Agreement (this “Agreement”) is made as of August _, 2007 by and between Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”) and Balthellas Chartering SA (“Balthellas”) in connection with the Company’s proposed initial public offering (the “IPO”) of units of the Company in the United States pursuant to a registration statement on Form F-1 (as amended, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission.

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