Exhibit 10.8


 


STOCK ESCROW AGREEMENT


 


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”).


 


WHEREAS, the Company has entered into an
Underwriting Agreement, dated          ,
2004 (“Underwriting Agreement”), with Sunrise Securities Corp. (“Sunrise”)
acting as representative of the several underwriters (collectively, the
“Underwriters”), pursuant to which, among other matters, the Underwriters have
agreed to purchase 28,500,000 units (“Units”) of the Company.  Each Unit consists of one share of the
Company’s Common Stock, par value $.0001 per share, and two Warrants, each
Warrant to purchase one share of Common Stock, all as more fully described in
the Company’s final Prospectus, dated
           , 2004
(“Prospectus”) comprising part of the Company’s Registration Statement on Form
S-1 (File No. 333-119719) under the Securities Act of 1933, as
amended (“Registration Statement”), declared effective on
                    ,
2004 (“Effective Date”).


 


WHEREAS, the Initial Stockholders have agreed
as a condition of the sale of the Units to deposit their shares of Common Stock
of the Company, as set forth opposite their respective names in Exhibit A
attached hereto (collectively “Escrow Shares”), in escrow as hereinafter
provided.


 


WHEREAS, the Company and the Initial
Stockholders desire that the Escrow Agent accept the Escrow Shares, in escrow,
to be held and disbursed as hereinafter provided.


 


IT IS AGREED:


 


1.             Appointment of Escrow Agent.  The Company and the Initial Stockholders
hereby appoint the Escrow Agent to act in accordance with and subject to the
terms of this Agreement and the Escrow Agent hereby accepts such appointment
and agrees to act in accordance with and subject to such terms.


 

















 


2.             Deposit of Escrow Shares.  On or before the Effective Date, each of the
Initial Stockholders shall deliver to the Escrow Agent certificates
representing his respective Escrow Shares, to be held and disbursed subject to
the terms and conditions of this Agreement. 
Each Initial Stockholder acknowledges that the certificate representing
his Escrow Shares is legended to reflect the deposit of such Escrow Shares
under this Agreement.


 


3.             Disbursement of the Escrow Shares.  The Escrow Agent shall hold the Escrow
Shares until the third anniversary of the Effective Date (“Escrow Period”), on
which date it shall, upon written instructions from each Initial Stockholder,
disburse each of the Initial Stockholder’s Escrow Shares to such Initial Stockholder;
provided, however, that if the Escrow Agent is notified by the Company pursuant
to Section 6.7 hereof that the Company is being liquidated at any time
during the Escrow Period, then the Escrow Agent shall promptly destroy the
certificates representing the Escrow shares; provided further, however, that
if, after the Company consummates a Business Combination (as such term is
defined in the Registration Statement), it (or the surviving entity)
subsequently consummates a liquidation, merger, stock exchange or other similar
transaction which results in all of the stockholders of such entity having the
right to exchange their shares of Common Stock for cash, securities or other
property, then the Escrow Agent will, upon receipt of a certificate, executed by
the Chief Executive Officer or Chief Financial Officer of the Company, in form
reasonably acceptable to the Escrow Agent, that such transaction is then being
consummated, and release the Escrow Shares to the Initial Stockholders upon
consummation of the transaction so that they can similarly participate.  The Escrow Agent shall have no further
duties hereunder after the disbursement or destruction of the Escrow Shares in
accordance with this Section 3.


 


4.             Rights of Initial Stockholders in
Escrow Shares.


 


4.1           Voting Rights as a Stockholder.  Subject to the terms of the Insider Letter
described in Section 4.4 hereof and except as herein provided, the Initial
Stockholders shall retain all of their rights as stockholders of the Company
during the Escrow Period, including, without limitation, the right to vote such
shares.


 


4.2           Dividends and Other Distributions in
Respect of the Escrow Shares. 
During the Escrow Period, all dividends payable in cash with respect to
the Escrow Shares shall be paid to the Initial Stockholders, but all dividends
payable in stock or other non-cash property (“Non-Cash Dividends”) shall be
delivered to the Escrow Agent to hold in accordance with the terms hereof.  As used herein, the term “Escrow Shares”
shall be deemed to include the Non-Cash Dividends distributed thereon, if any.


 


4.3           Restrictions on Transfer.  During the Escrow Period, no sale, transfer
or other disposition may be made of any or all of the Escrow Shares except (i)
by gift to a member of Initial Stockholder’s immediate family or to a trust,
the beneficiary of which is an Initial Stockholder or a member of an Initial
Stockholder’s immediate family, (ii) by virtue of the laws of descent and
distribution upon death of any Initial Stockholder, or (iii) pursuant to a qualified
domestic relations order; provided, however, that such permissive
transfers may be implemented only upon the respective transferee’s written
agreement to be bound by the terms and conditions of this Agreement and of the
Insider Letter signed by the Initial Stockholder transferring the Escrow
Shares.  During the Escrow Period, the
Initial Stockholders shall not pledge or grant a security interest in the
Escrow Shares or grant a security interest in their rights under this
Agreement.


 


4.4           Insider Letters.  Each of the Initial Stockholders has
executed a letter agreement with Sunrise and the Company, dated as indicated on
Exhibit A hereto, and which is


 


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filed as an exhibit to the Registration Statement (“Insider Letter”),
respecting the rights and obligations of such Initial Stockholder in certain
events, including but not limited to the liquidation of the Company.


 


5.             Concerning the Escrow Agent.


 


5.1           Good Faith Reliance.  The Escrow Agent shall not be liable for any
action taken or omitted by it in good faith and in the exercise of its own best
judgment, and may rely conclusively and shall be protected in acting upon any
order, notice, demand, certificate, opinion or advice of counsel (including counsel
chosen by the Escrow Agent), statement, instrument, report or other paper or
document (not only as to its due execution and the validity and effectiveness
of its provisions, but also as to the truth and acceptability of any
information therein contained) which is believed by the Escrow Agent to be
genuine and to be signed or presented by the proper person or persons.  The Escrow Agent shall not be bound by any
notice or demand, or any waiver, modification, termination or rescission of
this Agreement unless evidenced by a writing delivered to the Escrow Agent
signed by the proper party or parties and, if the duties or rights of the
Escrow Agent are affected, unless it shall have given its prior written consent
thereto.


 


 5.2          Indemnification.  The Escrow Agent shall be indemnified and
held harmless by the Company from and against any expenses, including counsel
fees and disbursements, or loss suffered by the Escrow Agent in connection with
any action, suit or other proceeding involving any claim which in any way,
directly or indirectly, arises out of or relates to this Agreement, the
services of the Escrow Agent hereunder, or the Escrow Shares held by it
hereunder, other than expenses or losses arising from the gross negligence or
willful misconduct of the Escrow Agent. 
Promptly after the receipt by the Escrow Agent of notice of any demand
or claim or the commencement of any action, suit or proceeding, the Escrow
Agent shall notify the other parties hereto in writing.  In the event of the receipt of such notice,
the Escrow Agent, in its sole discretion, may commence an action in the nature
of interpleader in an appropriate court to determine ownership or disposition
of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any
appropriate court or it may retain the Escrow Shares pending receipt of a
final, non-appealable order of a court having jurisdiction over all of the
parties hereto directing to whom and under what circumstances the Escrow Shares
are to be disbursed and delivered.  The
provisions of this Section 5.2 shall survive in the event the Escrow Agent
resigns or is discharged pursuant to Sections 5.5 or 5.6 below.


 


5.3           Compensation.  The Escrow Agent shall be entitled to
reasonable compensation from the Company for all services rendered by it
hereunder.  The Escrow Agent shall also
be entitled to reimbursement from the Company for all expenses paid or incurred
by it in the administration of its duties hereunder including, but not limited
to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or
other governmental charges.


 


5.4           Further Assurances.  From time to time on and after the date
hereof, the Company and the Initial Stockholders shall deliver or cause to be
delivered to the Escrow Agent such further documents and instruments and shall
do or cause to be done such further acts as the Escrow Agent shall reasonably
request to carry out more effectively the provisions and purposes of this
Agreement, to evidence compliance herewith or to assure itself that it is protected
in acting hereunder.


 


5.5           Resignation.  The Escrow Agent may resign at any time and
be discharged from its duties as escrow agent hereunder by its giving the other
parties hereto written notice and


 


3

















 


such resignation shall become effective as hereinafter provided.  Such resignation shall become effective at
such time that the Escrow Agent shall turn over to a successor escrow agent
appointed by the Company, the Escrow Shares held hereunder.  If no new escrow agent is so appointed
within the 60 day period following the giving of such notice of resignation,
the Escrow Agent may deposit the Escrow Shares with any court it reasonably
deems appropriate.


 


5.6           Discharge of Escrow Agent.  The Escrow Agent shall resign and be
discharged from its duties as escrow agent hereunder if so requested in writing
at any time by the Company and a majority of the Initial Stockholders, jointly,
provided, however, that such resignation shall become effective only upon acceptance
of appointment by a successor escrow agent as provided in Section 5.5.


 


5.7           Liability.  Notwithstanding anything herein to the contrary, the Escrow Agent
shall not be relieved from liability hereunder for its own gross negligence or
its own willful misconduct.


 


6.             Miscellaneous.


 


6.1           Governing Law.  This Agreement shall for all purposes be
deemed to be made under and shall be construed in accordance with the laws of
the State of New York.


 


6.2           Third Party Beneficiaries.  Each of the Initial Stockholders hereby
acknowledges that the Underwriters are third party beneficiaries of this
Agreement and this Agreement may not be modified or changed without the prior
written consent of Sunrise.


 


6.3           Entire Agreement.  This Agreement contains the entire agreement
of the parties hereto with respect to the subject matter hereof and, except as
expressly provided herein, may not be changed or modified except by an
instrument in writing signed by the party to be charged.


 


6.4           Headings.  The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation
thereof.


 


6.5           Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of the respective parties hereto and their legal representatives,
successors and assigns.


 


6.6           Notices.  Any notice or other communication required or which may be given
hereunder shall be in writing and either be delivered personally or be mailed,
certified or registered mail, or by private national courier service, return
receipt requested, postage prepaid, and shall be deemed given when so delivered
personally or, if mailed, two days after the date of mailing, as follows:


 


If to the Company, to:


 


International Shipping Enterprises, Inc.


1225 Franklin Avenue, Suite 325


Garden City, New York 11530


Attn:   Chairman


 


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If to a Stockholder, to his address set forth
in Exhibit A.


 


and if to the Escrow Agent, to:


 


Continental Stock Transfer & Trust
Company


17 Battery Place


New York, New York 10004


Attn:  
Chairman


 


A copy of any notice sent hereunder shall be
sent to:


 


Gusrae,
Kaplan & Bruno, PLLC


120
Wall Street


11th
Floor


New
York, NY 10005


Attn:   Scott M. Miller, Esq.


 


 


and:


 


Sunrise
Securities Corp.


641
Lexington Avenue


25th
Floor


New
York, New York 10022


Attn:       Nathan Low, President


 


and:


 


Graubard
Miller


600
Third Avenue


32nd
Floor


New
York, New York 10016


Attn:       David Alan Miller, Esq.


 


The parties may change the persons and
addresses to which the notices or other communications are to be sent by giving
written notice to any such change in the manner provided herein for giving
notice.


 


6.7           Liquidation of Company. The Company
shall give the Escrow Agent written notification of the liquidation and
dissolution of the Company in the event that the Company fails to consummate a
Business combination within the time period(s) specified in the Prospectus.


 


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WITNESS the execution of this Agreement as of
the date first above written.


 


 


	
   

  	
  INTERNATIONAL SHIPPING ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Angeliki Frangou, Chairman, Chief

  Executive Officer and President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INITIAL STOCKHOLDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ANGELIKI FRANGOU

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VASILIKI PAPAEFTHYMIOU

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SPYRIDON MAGOULAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JULIAN DAVID BRYNTESON

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JOHN STRATAKIS

  
	
   

  	
   

  
	
   

  	
  CONTINENTAL STOCK TRANSFER

  
	
   

  	
    & TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


6

















 


EXHIBIT
A


 


	
  Name and Address of

  Initial Stockholder

  	
   

  	
  Number

  of Shares

  	
   

  	
  Stock

  Certificate Number

  	
   

  	
  Date of

  Insider Letter

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Angeliki Frangou

  	
   

  	
  6,705,882

  	
   

  	
  1,6

  	
   

  	
  October 8, 2004

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vasiliki Papaefthymiou

  	
   

  	
  352,059

  	
   

  	
  2,7

  	
   

  	
  October 8, 2004

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spyridon Magoulas

  	
   

  	
  25,147

  	
   

  	
  3,8

  	
   

  	
  October 8, 2004

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Julian David Brynteson

  	
   

  	
  25,147

  	
   

  	
  4,9

  	
   

  	
  October 8, 2004

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  John Stratakis

  	
   

  	
  16,765

  	
   

  	
  5,10

  	
   

  	
  October 8, 2004