REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2010 • Aegean Earth & Marine CORP • Heavy construction other than bldg const - contractors • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 9, 2010, by and among Aegean Earth & Marine Corporation, a Cayman Islands corporation (the “Company”), and the purchasers whose signatures appear on the signature pages of this Agreement under the caption “Purchasers” (the “Purchasers”).
ACQUISITION AGREEMENTAcquisition Agreement • February 17th, 2010 • Aegean Earth & Marine CORP • Heavy construction other than bldg const - contractors • New York
THIS ACQUISITION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of February 9, 2010, is entered into by and among Aegean Earth and Marine Corporation, a company formed under the laws of the Cayman Islands, with offices located at 71, El. Venizelou Ave. 176 71, Kallithea Athens, Greece (the “Company”), Temhka S.A. a company organized under the laws of the Hellenic Republic with offices located at The Mesazos Group of Companies, 5 HXOUS Street, Athens, Greece 11146 (the “Target”) and each of Messrs. Stavros Mesazos, Haris Mesazos, Kostas Mesazos, Kostas Moshopoulos, Aglomar, Ltd., Avesan, Ltd., Northamco Holding, Ltd., and Molbroke Marketing, Ltd. (with each such person or entity being referred to individually as a “Seller” and collectively as the “Sellers”).
SECURITIES PURCHASE AGREEMENT Dated as of February 9, 2010 among AEGEAN EARTH AND MARINE CORPORATION TEMHKA, S.A. and THE PURCHASERS LISTED ON ADDENDUM ASecurities Purchase Agreement • February 17th, 2010 • Aegean Earth & Marine CORP • Heavy construction other than bldg const - contractors • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of February __, 2010 by and among Aegean Earth & Marine Corporation, a Cayman Islands corporation (the “Company”), Temhka, S.A., a company organized under the laws of the Hellenic Republic (“Target”) and each of the Purchasers of shares of Common Stock (as defined below), whose names and amount of securities purchased hereunder are set forth on Addendum A (each, a “Purchaser” and collectively, the “Purchasers”).
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • February 17th, 2010 • Aegean Earth & Marine CORP • Heavy construction other than bldg const - contractors • New York
This VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is entered into as of February 9, 2010, by and among Aegean Earth and Marine Corporation, a Cayman Islands corporation (the “Corporation”), and the shareholders of the Corporation who are listed on the signature pages hereto (collectively, the “Shareholders” and each individually, a “Shareholder”).
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • February 17th, 2010 • Aegean Earth & Marine CORP • Heavy construction other than bldg const - contractors • New York
THIS MAKE GOOD ESCROW AGREEMENT (this “Agreement”), dated as of February 9, 2010, is entered into by and among Aegean Earth and Marine Corporation, a Cayman Islands corporation (the “Company”), each of the purchasers who are purchasing securities of the Company pursuant to the Purchase Agreement (as defined below), and whose names are set forth on Addendum A hereto (the “Purchasers”), each of the holders of Company Exchange Preference Shares (as defined below), who acquired their respective shares thereof in the Acquisition, and whose names appear on Addendum B hereto (the “Shareholders”) and Gusrae, Kaplan, Bruno & Nusbaum PLLC, having an office at 120 Wall Street, New York, New York 10005 (the “Escrow Agent”).
