Exhibit 2.5 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "AMENDMENT") is dated as of July 19, 2005, by and among FreeSeas Inc. (formerly Adventure Holdings, S.A.), a corporation organized...Agreement and Plan of Merger • July 22nd, 2005 • FreeSeas Inc. • Deep sea foreign transportation of freight • New York
EXHIBIT 2.2 INSTRUMENT OF JOINDER TO MERGER AGREEMENT In accordance with, and subject to the terms and conditions of, the Agreement and Plan of Merger, dated March 24, 2005, by and among Adventure Holdings S.A., a corporation organized under the laws...Merger Agreement • July 22nd, 2005 • FreeSeas Inc. • Deep sea foreign transportation of freight
In accordance with, and subject to the terms and conditions of, the Agreement and Plan of Merger, dated March 24, 2005, by and among Adventure Holdings S.A., a corporation organized under the laws of the Republic of the Marshall Islands, V Capital S.A., a corporation organized under the laws of the Republic of the Marshall Islands, G. Bros S.A., a corporation organized under the laws of the Republic of the Marshall Islands, George D. Gourdomichalis, Efstathios D. Gourdomichalis and Ion G. Varouxakis and Trinity Partners Acquisition Company Inc. (the "Merger Agreement"), the undersigned, Alastor Investments S.A., a corporation organized under the laws of the Republic of the Marshall Islands, hereby consents to and agrees to be bound by the representations and warranties, covenants, agreements and all other obligations applicable to an Adventure Shareholder (as defined in the Merger Agreement) in the Merger Agreement and shall be an Adventure Shareholder for all purposes under the Merger
CLASS A WARRANTWarrant Agreement • July 22nd, 2005 • FreeSeas Inc. • Deep sea foreign transportation of freight
THIS CERTIFIES THAT, for value received _______________________________ is the registered holder of a Class A Warrant expiring July 29, 2009 (the "Warrant") to purchase ____________________ fully paid and non-assessable shares of Common Stock, par value $.0001 per share ("Shares"), of FreeSeas Inc., a Marshall Islands corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) July 29, 2005 or (ii) the consummation by the Company of the merger, such number of Shares of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company (such payment to be made by check made payable to the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and American Stock Tra
Exhibit 10.14 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (the "Amendment") is entered into effective as of the 25th day of April, 2005, among Adventure Holdings S.A., a corporation formed under the laws of the Republic of...Loan Agreement • July 22nd, 2005 • FreeSeas Inc. • Deep sea foreign transportation of freight • England
MORTGAGE by ADVENTURE THREE S.A. as mortgagor in favour of HOLLANDSCHE BANK- UNIE N.V. as mortgageeMortgage • July 22nd, 2005 • FreeSeas Inc. • Deep sea foreign transportation of freight • Marshall Islands
EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of this _____ day of ____________, 2005 by and between FREESEAS INC., a Marshall Islands corporation (the "Company"), and Ion G. Varouxakis (the...Employment Agreement • July 22nd, 2005 • FreeSeas Inc. • Deep sea foreign transportation of freight • Marshall Islands
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of this _____ day of ____________, 2005 by and between FREESEAS INC., a Marshall Islands corporation (the "Company"), and George D....Employment Agreement • July 22nd, 2005 • FreeSeas Inc. • Deep sea foreign transportation of freight • Marshall Islands
EXHIBIT 10.9 DEED OF ASSIGNMENTDeed of Assignment • July 22nd, 2005 • FreeSeas Inc. • Deep sea foreign transportation of freight • England
LOAN AGREEMENT THIS AGREEMENT is dated 20 September 2004 BETWEEN: (1) G BROS S.A., ("Lender 1"), a limited liability company established and existing under the laws of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake...Loan Agreement • July 22nd, 2005 • FreeSeas Inc. • Deep sea foreign transportation of freight • England
EXHIBIT 10.16 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (the "Amendment") is entered into effective as of the 25th day of April, 2005, among Adventure Holdings S.A., a corporation formed under the laws of the Republic of...Loan Agreement • July 22nd, 2005 • FreeSeas Inc. • Deep sea foreign transportation of freight • England
EXHIBIT 10.19 THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) [LOGO] STANDARD SHIP MANAGEMENT AGREEMENT PART 1 CODE NAME: "SHIPMAN 98" 1. Date of Agreement 15 APRIL 2005 2. Owners (name, place of registered office and law of registry) (Cl.1)...Ship Management Agreement • July 22nd, 2005 • FreeSeas Inc. • Deep sea foreign transportation of freight • London
Common SharesLock-Up Agreement • July 22nd, 2005 • FreeSeas Inc. • Deep sea foreign transportation of freight
This Lock-Up Letter Agreement is being delivered to you in connection with the proposed Agreement and Plan of Merger (the "Merger Agreement"), dated as of _________, 2005, by and among Adventure Holdings, S.A., a corporation organized under the laws of the Republic of the Marshall Islands ("Adventure"), V. Capital S.A. a corporation organized under the laws of the Republic of the Marshall Islands, G. Bros. S.A., a corporation organized under the laws of the Republic of the Marshall Islands, George D. Gourdomichalis, Stathis D. Gourdomichalis and Ion G. Varouxakis, and Trinity Partners Acquisition Company Inc., a corporation organized under the laws of the State of Delaware ("Trinity").
CREDIT AGREEMENT THE UNDERSIGNED: 1. Adventure Three S.A., established in Majuro, Marshall Islands, hereinafter referred to as 'the Borrower', 2. HOLLANDSCHE BANK-UNIE N.V., having its registered office in Amsterdam, the Netherlands, hereinafter...Credit Agreement • July 22nd, 2005 • FreeSeas Inc. • Deep sea foreign transportation of freight
EXHIBIT 10.18 POSEIDON CAPITAL CORP. 115 EAST 57TH STREET NEW YORK, NEW YORK 10022 May 3, 2005 FreeSeas Inc. 93 Atki Miaouli Piraeus, Greece Gentlemen: This letter agreement (the "Agreement") when executed by the parties constitutes the entire...Transaction Services Agreement • July 22nd, 2005 • FreeSeas Inc. • Deep sea foreign transportation of freight • New York
EXHIBITS 10.20 AGREEMENT NO. 1 OF JULY 22, 2005 TO THE "SHIPMAN 98" AGREEMENT DATED JULY 1, 2004 BETWEEN ADVENTURE TWO S.A. & FREE BULKERS S.A. IT IS TODAY MUTUALLY AGREED THAT THE FOLLOWING AMENDMENTS ARE IN FORCE BOX 10 - YES, 1% OF GROSS AMOUNT BOX...Agreement No. 1 of July 22, 2005 to the 'Shipman 98' Agreement • July 22nd, 2005 • FreeSeas Inc. • Deep sea foreign transportation of freight
toFirst Preferred Vessel Mortgage • July 22nd, 2005 • FreeSeas Inc. • Deep sea foreign transportation of freight
EXHIBIT 10.21 AGREEMENT NO. 1 OF JULY 22, 2005 TO THE "SHIPMAN 98" AGREEMENT DATED JULY 1, 2004 BETWEEN ADVENTURE TWO S.A. & FREE BULKERS S.A. IT IS TODAY MUTUALLY AGREED THAT THE FOLLOWING AMENDMENTS ARE IN FORCE BOX 10 - YES, 1% OF GROSS AMOUNT BOX...Agreement No. 1 to the Shipman 98 Agreement • July 22nd, 2005 • FreeSeas Inc. • Deep sea foreign transportation of freight
EXHIBIT 10.10 [HBU LOGO] HOLLANDSCHE BANK-UNIE N.V. SHORT-TERM LOAN AGREEMENT IN EUROS AND OPTIONAL CURRENCIES THIS AGREEMENT IS MADE BETWEEN THE UNDERSIGNED: 1. Adventure Three S.A., established in Majuro, Marshall Islands, hereinafter referred to as...Short-Term Loan Agreement • July 22nd, 2005 • FreeSeas Inc. • Deep sea foreign transportation of freight
