Exhibit 10.10


 













	
RIGHT OF FIRST REFUSAL AGREEMENT

	 	
EHLERMANN


	 	 	
RINDFLEISCH


	 	 	
GADOW


	SHIPMAN 	 	
RECHTSANWÄLTE


	
 

	 	
 

	 	
PARTNERSCHAFT MBB


	 	 	 
	 	 	
BALLINDAMM 26, 20095 HAMBURG


	 	 	 
	 	 	
TELEFON

	
+49 40 37 48 14 - 0


	 	 	
TELEFAX

	
+49 40 37 48 14 - 30


	 	 	
INTERNET

	
WWW.ERG-LEGAL.COM





 


 


 




 










HUNTER MARITIME ACQUISITION CORP.


as grantors












and












AMBRA SHIPMANAGEMENT LIMITED


as beneficiaries































THIS RIGHT OF FIRST REFUSAL AGREEMENT is entered into as a deed this _______________________ 2017 between HUNTER MARITIME ACQUISITION CORP., a corporation formed under the laws of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, The Marshall Islands, (the "Grantors") and AMBRA SHIPMANAGEMENT LIMITED, LIMASSOL, CYPRUS, a company formed under the laws of Cyprus with its registered office at 168, Ayias Phylaxoes Street TCI Tower, 2nd Floor, 3083 Limassol, Cyprus, (the "Ambra"). The Grantors and Ambra are sometimes referred to herein collectively as the "Parties," and individually, a "Party."












WHEREAS:








	I.	
Ambra is a management company with, amongst others, dry bulk vessels under its management.













	II.	
The Grantors plan to either acquire or bareboat charter dry bulk vessels.













	III.	
The Grantors desire to grant Ambra a right of first refusal to   be appointed technical and crew ship manager of additional dry bulk vessels to be acquired or bareboat chartered by the Grantors or any of its subsidiaries or affiliates in the future, all as more closely stipulated herein and separate from the five vessels to be managed under ship management agreements dated.












IT IS AGREED








	1	
DEFINITIONS AND INTERPRETATION













	1.1	
For purposes of this Agreement, the following terms shall have the following meanings:












"Master Agreement" means an agreement dated on or about the date of this Agreement and made between the Grantors and the Sellers.







"Offer Notice" means the notice described in Clause 4.2.







"Owners" means the Grantors or any affiliate, subsidiary, or entity under the control of the Grantors, or in common control with the Grantors, and each an "Owner".







"Response Notice" means the notice described in Clause 4.3.







"ROFR Eligible Vessel" or "ROFR Eligible Vessels" means one or more dry bulk vessels (other than the Vessels), purchased, bareboat chartered or to be purchased or bareboat chartered, by one or more Owners, during the ROFR Period.







"ROFR Period" means the period commencing on the Closing and ending on the date (i) that is the second anniversary of the Closing or (ii) the date on which the Grantors have offered ten (10) ROFR Eligible Vessels for technical and crew management by Ambra, whichever is the earlier.







"SHIPMAN" means the terms and conditions contained in the ship management agreement attached hereto as Annex "A".








	1.2	
Words and expressions defined in the Master Agreement and not defined in this Agreement shall have the same meaning when used in this Agreement.













1











	1.3	
In this Agreement:













	1.3.1	
words denoting the plural number include the singular and vice versa;













	1.3.2	
words denoting persons include corporations, limited liability companies, partnerships, associations of persons (whether incorporated or not) or governmental or quasi-governmental bodies or authorities and vice versa;













	1.3.3	
references to Recitals and Clauses are references to recitals and clauses of this Agreement;













	1.3.4	
references to this Agreement include the Recitals;













	1.3.5	
the headings are for the purposes of reference only, have no legal or other significance, and shall be ignored in the interpretation of this Agreement;













	1.3.6	
references to any document are, unless the context otherwise requires, references to that document as amended, supplemented, novated or replaced from time to time;













	1.3.7	
references to statutes or provisions of statutes are references to those statutes, or those provisions, as from time to time amended, replaced or re-enacted;













	1.3.8	
references to the Grantors include its successors, transferees and assignees.













	2	
CONDITIONS PRECEDENT












It shall be a condition precedent to the Parties obligations under this Agreement that the Master Agreement has been duly executed by the parties thereto.








	3	
VESSEL ACQUISITION, CHARTER, AND SHIP MANAGEMENT RESTRICTION












The Grantors hereby covenant and undertake with Ambra that, from the date hereof and for the duration of the ROFR Period, they will not and they will ensure that no Owner will appoint a technical and crew ship manager for any ROFR Eligible Vessel unless it has (i) delivered an Offer Notice to Ambra and (ii) Ambra has declined (or is deemed to have declined) to agree to act as the technical and crew managers of the ROFR Eligible Vessel referred to in the Offer Notice.








	4	
RIGHT OF FIRST REFUSAL













	4.1	
During the ROFR Period, the Grantors grant Ambra the right, but not the obligation, to provide technical and crew ship management services for up to ten (10) ROFR Eligible Vessels in terms of the SHIPMAN.













	4.2	
In the event that an Owner intends to purchase or bareboat charter a ROFR Eligible Vessel, then as soon as practicable or in any event not later than seven (7) calendar days after the Owner agreed to purchase or bareboat charter such ROFR Eligible Vessel, the Grantors shall notify Ambra in writing and offer to appoint Ambra to act as the technical and crew ship managers of the relevant ROFR Eligible Vessel in terms of the SHIPMAN, such notice to include -













	4.2.1	
full details of the Owner for purposes of Box 3 and Box 22 of the SHIPMAN;













2











	4.2.2	
full details and specifications of the ROFR Eligible Vessel for the purpose of Annex "A" to the SHIPMAN;













	4.2.3	
full details of crew required for the ROFR Eligible Vessel for the purpose of Annex "B" of the SHIPMAN.













	4.3	
As soon as practicable, but in any event, within 20 days after receipt of the Offer Notice, Ambra shall notify the Grantors in writing that either:













	4.3.1	
it has elected to decline to act as the technical and crew ship managers of the ROFR Eligible Vessel, in which event, the Owner shall forever be free to manage the relevant ROFR Eligible Vessel as it desires; or













	4.3.2	
it has elected to agree to act as the technical and crew ship managers of the ROFR Eligible Vessel, in which event the notice shall include a budget for the purpose Annex "C" of the SHIPMAN.













	4.4	
In the event that Ambra has delivered a Response Notice in terms of Clause 4.3.2, the Grantors shall forthwith produce and deliver an original SHIPMAN, duly populated in Boxes 3 and 22, supplemented by Annexes "A", "B", and "C", and duly executed by the Owner to Ambra with a PDF copy by e-mail in advance.  Upon receipt of the PDF copy by e-mail, Ambra shall execute the SHIPMAN and return a PDF copy of the fully signed SHIPMAN by e-mail to the Owner.













	4.5	
In the event that Ambra fails to deliver a Response Notice in terms of Clause 4.3, Ambra shall be deemed to have declined to act as the technical and crew managers of the ROFR Eligible Vessel and Clause 4.3.1 shall be deemed applicable.













	4.6	
If the Owners purchase or bareboat charter one or more ROFR Eligible Vessel(s), a condition of such purchase or bareboat charter being the retention of technical and crew management services by the seller or an affiliated company of the seller, the Grantors will not be obliged to offer to appoint Ambra to act as the technical and crew ship managers of such ROFR Eligible Vessel(s).  However, in the aforesaid event that the Owners purchase or bareboat charter one or more ROFR Eligible Vessel(s) for which the Grantors will not be obliged to offer to appoint Ambra to act as the technical and crew ship managers in terms of this Clause 4.6, then, notwithstanding anything to the contrary herein and unless the Grantors have offered ten (10) ROFR Eligible Vessels for technical and crew management by Ambra, the right of first refusal in favour of Ambra contained in this Agreement will not expire on the second anniversary of the Closing, but will continue after the second anniversary of the Closing until the earlier of (i) the date on which Grantors have offered to appoint Ambra to act as the technical and crew ship managers of one ROFR Eligible Vessel in terms of the SHIPMAN for each ROFR Eligible Vessel(s) for which the Grantors were not obliged to offer to appoint Ambra to act as the technical and crew ship managers in terms of this Clause 4.6, and (ii) the date on which the Grantors have offered ten (10) ROFR Eligible Vessels owned or bareboat chartered by Owners for technical and crew management by Ambra.













	5	
DEEMED APPOINTMENT













	5.1	
With effect from the date of the Response Notice in terms of Clause 4.3.2, the Grantors shall be deemed to have appointed Ambra to act as the technical and crew ship managers of the ROFR Eligible Vessel in respect of the technical and crew management services described in and subject to the SHIPMAN.  For the purpose of the deemed appointment, the Grantors shall be deemed to have full authority to appoint Ambra as technical and crew ship managers of the ROFR Eligible Vessel on behalf of the Owner of such ROFR Eligible Vessel.













3











	5.2	
With effect from the date of the Response Notice in terms of Clause 4.3.2 Ambra shall be deemed to have agreed to act as the technical and crew managers of the ROFR Eligible Vessel for the Owner of such ROFR Eligible Vessel in respect of the technical and crew management services described in and subject to the terms of the SHIPMAN.













	6	
TERMINATION













	6.1	
In the event that the Master Agreement terminates ‐













	6.1.1	
the right of first refusal contained herein shall immediately cease to be exercisable;













	6.1.2	
any Offer Notice that may have been served under Clause 4.2 shall be deemed revoked and considered void.













	6.2	
In the event that the ROFR Period has expired, the right of first refusal contained herein shall lapse, always subject, however, to Clause 4.6.













	7	
COMMUNICATION












All notices, requests, consents and other communications under this Agreement shall be in writing and shall be deemed delivered (i) upon delivery when delivered personally, (ii) upon receipt if by facsimile transmission (with confirmation of receipt thereof), (iii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below, or (iv) upon receipt of an e-mail to the addresses mentioned below:







If to the Grantors:


Hunter Maritime Acquisition Corp.

 [INSERT ADDRESS]


Email: [  ]

 Attention:  [  ]


With a copy (which shall not constitute notice) to:


Seward & Kissel LLP


One Battery Park Plaza


New York, New York 10004


Email:  wolfe@sewkis.com


Attention:  Gary J. Wolfe, Esq.







If to Ambra:


168, Ayias Phylaxoes Street


TCI Tower, 2nd Floor


(P.O. Box 56668)


3083 Limassol, Cyprus


Tel:  00 357 25750469


Fax:  00 357 2572937


E-mail:  management@ambrashipmanagement.com







Any Party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other Parties notice in the manner set forth in this Section.


 



4
















	8	
RIGHTS OF THIRD PARTIES












No person other than a party to this Agreement shall have any right by virtue of the Contracts (Right of Third Parties) Act 1999 to enforce any term (whether express or implied) of this Agreement.








	9	
COUNTERPARTS












This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the Agreement.








	10	
GOVERNING LAW













	10.1	
This Agreement shall be governed by and construed in accordance with English law and any dispute out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.













	10.2	
The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators.  A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoints its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified.  If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly.  The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement.













	10.3	
In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.












(signatures on next page)





















5

























THIS AGREEMENT has been entered into as a deed on the date above stated.

















EXECUTED and DELIVERED as a DEED


by _____________________________          ______________________________


for and on behalf of


HUNTER MARITIME ACQUISITION CORP


in the presence of


_______________________________          ______________________________



























EXECUTED and DELIVERED as a DEED


by _____________________________          ______________________________


for and on behalf of


AMBRA SHIPMANAGEMENT LTD.







in the presence of


_______________________________          ______________________________


























6















ANNEX "A"


SHIPMAN