UNDERWRITING AGREEMENT between INTERNATIONAL SHIPPING ENTERPRISES, INC. and SUNRISE SECURITIES CORP. Dated: , 2004Underwriting Agreement • November 29th, 2004 • International Shipping Enterprises, Inc. • Blank checks • New York
The undersigned, International Shipping Enterprises, Inc., a Delaware corporation (“Company”), hereby confirms its agreement with Sunrise Securities Corp. (being referred to herein variously as “you,” “Sunrise” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Sunrise is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • November 29th, 2004 • International Shipping Enterprises, Inc. • Blank checks • New York
Agreement made as of , 2004 between International Shipping Enterprises, Inc., a Delaware corporation, with offices at 1225 Franklin Avenue, Suite 325, Garden City, New York 11530 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
SUNRISE SECURITIES CORP. 25TH FLOOR NEW YORK, NEW YORK 10022 SELECTED DEALERS AGREEMENTSelected Dealers Agreement • November 29th, 2004 • International Shipping Enterprises, Inc. • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 29th, 2004 • International Shipping Enterprises, Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of , 2004 (“Agreement”), by and among INTERNATIONAL SHIPPING ENTERPRISES, INC., a Delaware corporation (“Company”), ANGELIKI FRANGOU, VASILIKI PAPAEFTHYMIOU, SPYRIDON MAGOULAS, JULIAN DAVID BRYNTESON and JOHN STRATAKIS (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 29th, 2004 • International Shipping Enterprises, Inc. • Blank checks • New York
This Agreement is made as of , 2004 by and between International Shipping Enterprises, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
November 23, 2004 Sunrise Securities Corp. 641 Lexington Avenue 25th Floor New York, New York 10022International Shipping Enterprises, Inc. • November 29th, 2004 • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants (“Warrants”) of International Shipping Enterprises, Inc. (“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 two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company’s IPO unless Sunrise Securities Corp. (“Sunrise”) informs the Company of its decision to allow earlier separate trading.
