Exhibit 4.4


 


WARRANT
AGREEMENT


 


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”).


 


WHEREAS, the Company is engaged in a public
offering (“Public Offering”) of Units (“Units”) 
and, in connection therewith, has determined to issue and deliver up to
65,550,000 Warrants (“Warrants”) to the public investors, each Warrant
evidencing the right of the holder thereof to purchase one share of common
stock, par value $.0001 per share, of the Company’s Common Stock (“Common
Stock”) for $5.00, subject to adjustment as described herein; and


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission a Registration Statement, No. 333-119719
on Form S-1 (“Registration Statement”) for the registration, under the
Securities Act of 1933, as amended (“Act”) of, among other securities, the
Warrants and the Common Stock issuable upon exercise of the Warrants; and


 


WHEREAS, the Company desires the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing to so
act, in connection with the issuance, registration, transfer, exchange,
redemption and exercise of the Warrants; and


 


WHEREAS, the Company desires to provide for
the form and provisions of the Warrants, the terms upon which they shall be
issued and exercised, and the respective rights, limitation of rights, and
immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and


 


WHEREAS, all acts and things have been done
and performed which are necessary to make the Warrants, when executed on behalf
of the Company and countersigned by or on behalf of the Warrant Agent, as
provided herein, the valid, binding and legal obligations of the Company, and
to authorize the execution and delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


 


1.                                       Appointment of Warrant Agent.  The Company hereby appoints the Warrant Agent
to act as agent


 
















 


for the Company for the Warrants, and the
Warrant Agent hereby accepts such appointment and agrees to perform the same in
accordance with the terms and conditions set forth in this Agreement.


 


2.                                       Warrants.


 


2.1.                              Form of Warrant.  Each Warrant shall be issued in registered
form only, shall be in substantially the form of Exhibit A hereto, the
provisions of which are incorporated herein and shall be signed by, or bear the
facsimile signature of, the Chairman of the Board or President and Treasurer,
Secretary or Assistant Secretary of the Company and shall bear a facsimile of
the Company’s seal. In the event the person whose facsimile signature has been
placed upon any Warrant shall have ceased to serve in the capacity in which
such person signed the Warrant before such Warrant is issued, it may be issued
with the same effect as if he or she had not ceased to be such at the date of
issuance.


 


2.2.                              Effect of Countersignature.  Unless and until countersigned by the Warrant
Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect
and may not be exercised by the holder thereof.


 


2.3.                              Registration.


 


2.3.1.                     Warrant Register.  The Warrant Agent shall maintain books
(“Warrant Register”), for the registration of original issuance and the
registration of transfer of the Warrants. 
Upon the initial issuance of the Warrants, the Warrant Agent shall issue
and register the Warrants in the names of the respective holders thereof in
such denominations and otherwise in accordance with instructions delivered to
the Warrant Agent by the Company.


 


2.3.2.                     Registered Holder.  Prior to due presentment for registration of
transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant shall be registered upon the Warrant
Register (“registered holder”), as the absolute owner of such Warrant and of
each Warrant represented thereby (notwithstanding any notation of ownership or
other writing on the Warrant Certificate made by anyone other than the Company
or the Warrant Agent), for the purpose of any exercise thereof, and for all
other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary.


 


2.4.                              Detachability of Warrants.  The securities comprising the Units will not
be separately transferable until 90 days after the date hereof unless Sunrise
Securities Corp. (“Sunrise”) informs the


 


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Company of its decision to allow earlier
separate trading, but in no event will Sunrise allow separate trading of the
securities comprising the Units until the Company files a Current Report on
Form 8-K which includes an audited balance sheet reflecting the receipt by the
Company of the gross proceeds of the Public Offering including the proceeds
received by the Company from the exercise of the Underwriter’s over-allotment
option, if the over-allotment option is exercised prior to the filing of the
Form 8-K.


 


3.                                       Terms and Exercise of Warrants


 


3.1.                              Warrant Price.  Each Warrant shall, when countersigned by the
Warrant Agent, entitle the registered holder thereof, subject to the provisions
of such Warrant and of this Warrant Agreement, to purchase from the Company the
number of shares of Common Stock stated therein, at the price of $5.00 per
whole share, subject to the adjustments provided in Section 4 hereof and
in the last sentence of this Section 3.1. 
The term “Warrant Price” as used in this Warrant Agreement refers to the
price per share at which Common Stock may be purchased at the time a Warrant is
exercised.  The Company in its sole discretion
may lower the Warrant Price at any time prior to the Expiration Date.


 


3.2.                              Duration of Warrants.  A Warrant may be exercised only during the
period (“Exercise Period”) commencing on the later of the consummation by the
Company of a merger, capital stock exchange, asset acquisition or other similar
business combination (“Business Combination”) (as described more fully in the
Company’s Registration Statement) or                      ,
2005 and terminating at
5:00 p.m., New York City time on the earlier to occur of (i)                 
       , 2008 or (ii) the date fixed
for redemption of the Warrants as provided in Section 6 of this Agreement
(“Expiration Date”).  Except with respect
to the right to receive the Redemption Price (as set forth in Section 6
hereunder), each Warrant not exercised on or before the Expiration Date shall
become void, and all rights thereunder and all rights in respect thereof under
this Agreement shall cease at the close of business on the Expiration Date.  The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date.


 


3.3.                              Exercise of Warrants.


 


3.3.1.                     Payment.  Subject to the provisions of the Warrant and
this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may
be exercised by the registered holder thereof by surrendering it, at the office
of the Warrant Agent, or at the office of its successor as Warrant Agent, in
the Borough of Manhattan, City and State of New York, with the subscription
form, as set forth in the Warrant,


 


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duly executed, and by paying in full, in
lawful money of the United States, in cash, good certified check or good bank
draft payable to the order of the Company (or as otherwise agreed to by the
Company), the Warrant Price for each full share of Common Stock as to which the
Warrant is exercised and any and all applicable taxes due in connection with
the exercise of the Warrant, the exchange of the Warrant for the Common Stock,
and the issuance of the Common Stock.


 


3.3.2.                     Issuance of Certificates.  As soon as practicable after the exercise of
any Warrant and the clearance of the funds in payment of the Warrant Price, the
Company shall issue to the registered holder of such Warrant a certificate or
certificates for the number of full shares of Common Stock to which he is
entitled, registered in such name or names as may be directed by him, her or
it, and if such Warrant shall not have been exercised in full, a new
countersigned Warrant for the number of shares as to which such Warrant shall
not have been exercised.  Notwithstanding
the foregoing, the Company shall not be obligated to deliver any securities
pursuant to the exercise of a Warrant unless a registration statement under the
Act with respect to the Common Stock is effective.  Warrants may not be exercised by, or
securities issued to, any registered holder in any state in which such exercise
would be unlawful.


 


3.3.3.                     Valid Issuance.  All shares of Common Stock issued upon the
proper exercise of a Warrant in conformity with this Agreement shall be validly
issued, fully paid and nonassessable.


 


3.3.4.                     Date of Issuance.  Each person in whose name any such
certificate for shares of Common Stock is issued shall for all purposes be
deemed to have become the holder of record of such shares on the date on which
the Warrant was surrendered and payment of the Warrant Price was made,
irrespective of the date of delivery of such certificate, except that, if the
date of such surrender and payment is a date when the stock transfer books of
the Company are closed, such person shall be deemed to have become the holder
of such shares at the close of business on the next succeeding date on which
the stock transfer books are open.


 


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3.3.5.                     Warrant Solicitation and Warrant
Solicitation Fee.


 


a.                                       The Company has engaged Sunrise,
on a non-exclusive basis, as its agent for the solicitation of the exercise of
the Warrants.  The Company, at its cost,
will (i) assist Sunrise with respect to such solicitation, if requested by
Sunrise, and (ii) provide Sunrise, and direct the Company’s transfer agent and
the Warrant Agent to deliver to Sunrise, lists of the record and, to the extent
known, beneficial owners of the Company’s Warrants.  The Company hereby instructs the Warrant
Agent to cooperate with Sunrise in every respect in connection with Sunrise’s
solicitation activities, including, but not limited to, providing to Sunrise,
at the Company’s cost, a list of record and beneficial holders of the Warrants
and circulating a prospectus or offering circular disclosing the compensation
arrangements referenced in Section 3.3.5(b) below to holders of the
Warrants at the time of exercise of the Warrants.  In addition to the conditions set forth in
Section 3.3.5(b), Sunrise shall accept payment of the warrant solicitation
fee provided in Section 3.3.5(b) only if it has provided bona fide
services to the Company in connection with the exercise of the Warrants and only
to the extent that an investor who exercises his Warrants specifically
designates, in writing, that Sunrise solicited his exercise.  In addition to soliciting, either orally or
in writing, the exercise of Warrants by a Warrant holder, such services may
also include disseminating information, either orally or in writing, to Warrant
holders about the Company or the market for the Company’s securities, or
assisting in the processing of the exercise of Warrants.


 


b.                                      In each instance in which a
Warrant is exercised, the Warrant Agent shall promptly give written notice of
such exercise to the Company and Sunrise (“Warrant Agent’s Exercise
Notice”).  If, upon the exercise of any
Warrant more than one year from the effective date of the Registration
Statement, (i) the market price of the Company’s Common Stock is greater
than the Warrant Price, (ii) disclosure of compensation arrangements between
the Company and Sunrise with respect to the solicitation of the exercise of the
Warrants was made both at the time of the Public Offering and at the time of
exercise (by delivery of the Prospectus or as otherwise required by applicable
law, rule or regulation), (iii) the holder of the Warrant confirms in writing
that the exercise of the Warrant was solicited by Sunrise, (iv) the Warrant was
not held in a discretionary account, and (v) the solicitation of the exercise
of the Warrant was not in violation of Regulation M (as such rule or any
successor rule may be in effect as of such time of exercise) promulgated under
the Securities Exchange Act of 1934, as amended, then the Warrant Agent,
simultaneously with the distribution of the Common Stock underlying the
Warrants so exercised in accordance with the instructions from the Company
following receipt of the proceeds to the Company received upon exercise of such
Warrant(s), shall, on behalf of the Company, pay a fee of 5% of the Warrant
Price to Sunrise, provided that Sunrise delivers to the Warrant Agent within
ten (10) business days from the date on which Sunrise has received the Warrant
Agent’s Exercise Notice, a certificate that the conditions set


 


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forth in the preceding clauses (iii), (iv)
and (v) have been satisfied. 
Notwithstanding the foregoing, no fee will be paid to Sunrise with
respect to the exercise by the Underwriters or their affiliates or the
Company’s officers or directors of Warrants purchased by it or them and still
held by them for its or their own account. 
Sunrise and the Company may at any time during business hours, examine
the records of the Warrant Agent, including its ledger of original Warrant
certificates returned to the Warrant Agent upon exercise of Warrants.


 


c.                                       The provisions of this
Section 3.3.5. may not be modified, amended or deleted without the prior
written consent of Sunrise.


 


4.                                       Adjustments.


 


4.1.                              Stock Dividends - Split-Ups.  If after the date hereof, and subject to the
provisions of Section 4.6 below, the number of outstanding shares of
Common Stock is increased by a stock dividend payable in shares of Common
Stock, or by a split-up of shares of Common Stock, or other similar event,
then, on the effective date of such stock dividend, split-up or similar event,
the number of shares of Common Stock issuable on exercise of each Warrant shall
be increased in proportion to such increase in outstanding shares of Common
Stock.


 


4.2.                              Aggregation of Shares.  If after the date hereof, and subject to the
provisions of Section 4.6, the number of outstanding shares of Common
Stock is decreased by a consolidation, combination, reverse stock split or
reclassification of shares of Common Stock or other similar event, then, on the
effective date of such consolidation, combination, reverse stock split,
reclassification or similar event, the number of shares of Common Stock
issuable on exercise of each Warrant shall be decreased in proportion to such
decrease in outstanding shares of Common Stock.


 


4.3                                 Adjustments in Exercise Price.  Whenever the number of shares of Common Stock
purchasable upon the exercise of the Warrants is adjusted, as provided in
Section 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the
nearest cent) by multiplying such Warrant Price immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the number of
shares of Common Stock purchasable upon the exercise of the Warrants
immediately prior to such adjustment, and (y) the denominator of which shall be
the number of shares of Common Stock so purchasable immediately thereafter.


 


4.4.                              Replacement of Securities upon
Reorganization, etc.  In case of any reclassification or


 


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reorganization of the outstanding shares of
Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or
that solely affects the par value of such shares of Common Stock), or in the
case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any reclassification or
reorganization of the outstanding shares of Common Stock), or in the case of
any sale or conveyance to another corporation or entity of the assets or other
property of the Company as an entirety or substantially as an entirety in connection
with which the Company is dissolved, the Warrant holders shall thereafter have
the right to purchase and receive, upon the basis and upon the terms and
conditions specified in the Warrants and in lieu of the shares of Common Stock
of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented thereby, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or transfer, that the Warrant holder would
have received if such Warrant holder had exercised his, her or its Warrant(s)
immediately prior to such event; and if any reclassification also results in a change
in shares of Common Stock covered by Section 4.1 or 4.2, then such
adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this
Section 4.4.  The provisions of this
Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.


 


4.5.                              Notices of Changes in Warrant.  Upon every adjustment of the Warrant Price or
the number of shares issuable upon exercise of a Warrant, the Company shall
give written notice thereof to the Warrant Agent, which notice shall state the
Warrant Price resulting from such adjustment and the increase or decrease, if
any, in the number of shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based. 
Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or
4.4, then, in any such event, the Company shall give written notice to the Warrant
holder, at the last address set forth for such holder in the warrant register,
of the record date or the effective date of the event.  Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such event.


 


4.6.                              No Fractional Shares.  Notwithstanding any provision contained in
this Warrant Agreement to the contrary, the Company shall not issue fractional
shares upon exercise of Warrants.  If, by
reason of any adjustment made pursuant to this Section 4, the holder of
any Warrant would be entitled, upon the exercise of such Warrant, to receive a
fractional interest in a share, the Company shall, upon such exercise, round up
to the nearest whole number the number of the shares of Common Stock to be
issued to the Warrant holder.


 


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4.7.                              Form of Warrant.  The form of Warrant need not be changed
because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of
shares as is stated in the Warrants initially issued pursuant to this
Agreement.  However, the Company may at
any time in its sole discretion make any change in the form of Warrant that the
Company may deem appropriate and that does not affect the substance thereof,
and any Warrant thereafter issued or countersigned, whether in exchange or
substitution for an outstanding Warrant or otherwise, may be in the form as so
changed.


 


5.                                       Transfer and Exchange of
Warrants.


 


5.1.                              Registration of Transfer.  The Warrant Agent shall register the
transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with
signatures properly guaranteed and accompanied by appropriate instructions for
transfer.  Upon any such transfer, a new
Warrant representing an equal aggregate number of Warrants shall be issued and
the old Warrant shall be cancelled by the Warrant Agent.  The Warrants so cancelled shall be delivered
by the Warrant Agent to the Company from time to time upon request.


 


5.2.                              Procedure for Surrender of
Warrants.  Warrants may be surrendered to the Warrant
Agent, together with a written request for exchange or transfer, and thereupon
the Warrant Agent shall issue in exchange therefor one or more new Warrants as
requested by the registered holder of the Warrants so surrendered, representing
an equal aggregate number of Warrants; provided, however, that in the event
that a Warrant surrendered for transfer bears a restrictive legend, the Warrant
Agent shall not cancel such Warrant and issue new Warrants in exchange therefor
until the Warrant Agent has received an opinion of counsel for the Company
stating that such transfer may be made and indicating whether the new Warrants
must also bear a restrictive legend.


 


5.3.                              Fractional Warrants.  The Warrant Agent shall not be required to
effect any registration of transfer or exchange which will result in the
issuance of a warrant certificate for a fraction of a warrant.


 


5.4.                              Service Charges.  No service charge shall be made for any
exchange or registration of transfer of Warrants.


 


5.5.                              Warrant Execution and
Countersignature.  The Warrant Agent is hereby authorized to
countersign and to deliver, in accordance with the terms of this Agreement, the
Warrants required to be issued pursuant to the provisions of this
Section 5, and the Company, whenever required by the Warrant


 


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Agent, will supply the Warrant Agent with
Warrants duly executed on behalf of the Company for such purpose.


 


6.                                       Redemption.


 


6.1.                              Redemption.  Subject to Section 6.4 hereof, with the
prior written consent of Sunrise, not less than all of the outstanding Warrants
may be redeemed, at the option of the Company, at any time after they become
exercisable and prior to their expiration, at the office of the Warrant Agent,
upon the notice referred to in Section 6.2., at the price of $.01 per
Warrant (“Redemption Price”), provided that the last sales price of the Common
Stock has been at least $8.50 per share, on each of twenty (20) trading days
within any thirty (30) trading day period ending on the third business day
prior to the date on which notice of redemption is given and the weekly trading
volume of the Common Stock has been at least 800,000 shares for each of the two
calendar weeks prior to the date on which notice of redemption is given.  The provisions of this Section 6.1 may
not be modified, amended or deleted without the prior written consent of
Sunrise.


 


6.2.                              Date Fixed for, and Notice of,
Redemption.  In the event the Company shall elect to
redeem all of the Warrants, the Company shall fix a date for the
redemption.  Notice of redemption shall
be mailed by first class mail, postage prepaid, by the Company not less than 30
days prior to the date fixed for redemption to the registered holders of the
Warrants to be redeemed at their last addresses as they shall appear on the
registration books.  Any notice mailed in
the manner herein provided shall be conclusively presumed to have been duly
given whether or not the registered holder received such notice.


 


6.3.                              Exercise After Notice of
Redemption.  The Warrants may be exercised in accordance
with Section 3 of this Agreement at any time after notice of redemption
shall have been given by the Company pursuant to Section 6.2. hereof and
prior to the time and date fixed for redemption.  On and after the redemption date, the record
holder of the Warrants shall have no further rights except to receive, upon
surrender of the Warrants, the Redemption Price.


 


6.4                                 Outstanding Warrants Only. The Company understands that
the redemption rights provided for by this Section 6 apply only to
outstanding Warrants. To the extent a person holds rights to purchase Warrants,
such purchase rights shall not be extinguished by redemption. However, once
such purchase rights are exercised, the Company may redeem the Warrants issued
upon such exercise provided that the criteria for redemption is met. The
provisions of this Section 6.4 may not be modified, amended or deleted without
the prior written consent of Sunrise.


 


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7.                                       Other Provisions Relating to
Rights of Holders of Warrants.


 


7.1.                              No Rights as Stockholder.  A Warrant does not entitle the registered
holder thereof to any of the rights of a stockholder of the Company, including,
without limitation, the right to receive dividends, or other distributions,
exercise any preemptive rights to vote or to consent or to receive notice as
stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter.


 


7.2.                              Lost, Stolen, Mutilated, or
Destroyed Warrants.  If any Warrant is lost, stolen, mutilated, or
destroyed, the Company and the Warrant Agent may on such terms as to indemnity
or otherwise as they may in their discretion impose (which shall, in the case
of a mutilated Warrant, include the surrender thereof), issue a new Warrant of
like denomination, tenor, and date as the Warrant so lost, stolen, mutilated,
or destroyed.  Any such new Warrant shall
constitute a substitute contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
time enforceable by anyone.


 


7.3.                              Reservation of Common Stock.  The Company shall at all times reserve and
keep available a number of its authorized but unissued shares of Common Stock
that will be sufficient to permit the exercise in full of all outstanding
Warrants issued pursuant to this Agreement.


 


7.4.                              Registration of Common Stock.  The Company agrees that prior to the
commencement of the Exercise Period, it shall file with the Securities and
Exchange Commission a post-effective amendment to the Registration Statement,
or a new registration statement, for the registration, under the Act, of, and
it shall take such action as is necessary to qualify for sale, in those states
in which the Warrants were initially offered by the Company, the Common Stock
issuable upon exercise of the Warrants. 
In either case, the Company will use its best efforts to cause the same
to become effective and to maintain the effectiveness of such registration
statement until the expiration of the Warrants in accordance with the
provisions of this Agreement.  The
provisions of this Section 7.4 may not be modified, amended or deleted
without the prior written consent of Sunrise.


 


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8.                                       Concerning the Warrant Agent and
Other Matters.


 


8.1.                              Payment of Taxes.  The Company will from time to time promptly
pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of shares of Common Stock upon the
exercise of Warrants, but the Company shall not be obligated to pay any
transfer taxes in respect of the Warrants or such shares.


 


8.2.                              Resignation, Consolidation, or
Merger of Warrant Agent.


 


8.2.1.                     Appointment of Successor Warrant
Agent.  The Warrant Agent, or any successor to it
hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in
writing to the Company.  If the office of
the Warrant Agent becomes vacant by resignation or incapacity to act or
otherwise, the Company shall appoint in writing a successor Warrant Agent in
place of the Warrant Agent.  If the
Company shall fail to make such appointment within a period of 30 days after it
has been notified in writing of such resignation or incapacity by the Warrant
Agent or by the holder of the Warrant (who shall, with such notice, submit his
Warrant for inspection by the Company), then the holder of any Warrant may
apply to the Supreme Court of the State of New York for the County of New York
for the appointment of a successor Warrant Agent at the Company’s cost.  Any successor Warrant Agent, whether
appointed by the Company or by such court, shall be a corporation organized and
existing under the laws of the State of New York, in good standing and having
its principal office in the Borough of Manhattan, City and State of New York,
and authorized under such laws to exercise corporate trust powers and subject
to supervision or examination by federal or state authority.  After appointment, any successor Warrant
Agent shall be vested with all the authority, powers, rights, immunities,
duties, and obligations of its predecessor Warrant Agent with like effect as if
originally named as Warrant Agent hereunder, without any further act or deed;
but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an
instrument transferring to such successor Warrant Agent all the authority,
powers, and rights of such predecessor Warrant Agent hereunder; and upon
request of any successor Warrant Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such
authority, powers, rights, immunities, duties, and obligations.


 


8.2.2.                     Notice of Successor Warrant
Agent.  In the event a successor Warrant Agent shall
be appointed, the Company shall give notice thereof to the predecessor Warrant
Agent and the transfer agent for the Common Stock not later than the effective
date of any such appointment.


 


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8.2.3.                     Merger or Consolidation of
Warrant Agent.  Any corporation into which the Warrant Agent
may be merged or with which it may be consolidated or any corporation resulting
from any merger or consolidation to which the Warrant Agent shall be a party
shall be the successor Warrant Agent under this Agreement without any further
act.


 


8.3.                              Fees and Expenses of Warrant
Agent.


 


8.3.1.                     Remuneration.  The Company agrees to pay the Warrant Agent
reasonable remuneration for its services as such Warrant Agent hereunder and
will reimburse the Warrant Agent upon demand for all expenditures that the
Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2.                     Further Assurances.  The Company agrees to perform, execute,
acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may
reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.


 


8.4.                              Liability of Warrant Agent.


 


8.4.1.                     Reliance on Company Statement.  Whenever in the performance of its duties
under this Warrant Agreement, the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior
to taking or suffering any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed to
be conclusively proved and established by a statement signed by the President
or Chairman of the Board of the Company and delivered to the Warrant
Agent.  The Warrant Agent may rely upon
such statement for any action taken or suffered in good faith by it pursuant to
the provisions of this Agreement.


 


8.4.2.                     Indemnity.  The Warrant Agent shall be liable hereunder
only for its own negligence, willful misconduct or bad faith.  The Company agrees to indemnify the Warrant
Agent and save it harmless against any and all liabilities, including judgments,
costs and reasonable counsel fees, for anything done or omitted by the Warrant
Agent in the execution of this Agreement except as a result of the Warrant
Agent’s negligence, willful misconduct, or bad faith.


 


8.4.3.                     Exclusions.  The Warrant Agent shall have no
responsibility with respect to the


 


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validity of this Agreement or with respect to
the validity or execution of any Warrant (except its countersignature thereof);
nor shall it be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Warrant; nor shall it be
responsible to make any adjustments required under the provisions of
Section 4 hereof or responsible for the manner, method, or amount of any
such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to
make any representation or warranty as to the authorization or reservation of
any shares of Common Stock to be issued pursuant to this Agreement or any
Warrant or as to whether any shares of Common Stock will when issued be valid
and fully paid and nonassessable.


 


8.5.                              Acceptance of Agency.  The Warrant Agent hereby accepts the agency
established by this Agreement and agrees to perform the same upon the terms and
conditions herein set forth and among other things, shall account promptly to
the Company with respect to Warrants exercised and concurrently account for,
and pay to the Company, all moneys received by the Warrant Agent for the
purchase of shares of the Company’s Common Stock through the exercise of
Warrants.


 


9.                                       Miscellaneous Provisions.


 


9.1.                              Successors.  All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns.


 


9.2.                              Notices.  Any notice, statement or demand authorized by
this Warrant Agreement to be given or made by the Warrant Agent or by the
holder of any Warrant to or on the Company shall be sufficiently given when so
delivered if by hand or overnight delivery or if sent by certified mail or
private courier service within five days after deposit of such notice, postage
prepaid, addressed (until another address is filed in writing by the Company
with the Warrant Agent), as follows:


 


International Shipping Enterprises, Inc.


1225 Franklin Avenue, Suite 325


Garden City, New York 11530


Attn:      Chairman


 


Any notice, statement or demand authorized by
this Agreement to be given or made by the holder of any Warrant or by the
Company to or on the Warrant Agent shall be sufficiently given when so
delivered if by hand or overnight delivery or if sent by certified mail or
private courier service within five days after deposit of such notice, postage
prepaid, addressed (until another address is filed in writing by the Warrant
Agent


 


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with the Company), as follows:


 


Continental Stock Transfer & Trust
Company


17 Battery Place


New York, New York 10004


Attn:                    Compliance Department


 


with a copy in each case to:


 


Gusrae, Kaplan & Bruno, PLLC


120 Wall Street


11th Floor


New York, NY 10005


Attn:                    Scott M. Miller, Esq.


 


and


 


Graubard Miller


600 Third Avenue


New York, New York 10016


Attn:                    David Alan Miller, Esq.


 


and


 


Sunrise Securities Corp.


641 Lexington Avenue, 25th Floor


New York, New York 10022


Attn:                    Nathan
Low


 


9.3.                              Applicable law.  The validity, interpretation, and performance
of this Agreement and of the Warrants shall be governed in all respects by the
laws of the State of New York, without giving effect to conflict of laws.  The Company hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this
Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive.  The Company hereby waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenience forum.  Any such process or
summons to be served upon the Company may be served by transmitting a copy
thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 9.2
hereof.  Such mailing shall be deemed
personal service and shall be legal and binding upon the Company in any action,
proceeding or claim.


 


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9.4.                              Persons Having Rights under this
Agreement.  Nothing in this Agreement expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the parties hereto and the registered holders of the Warrants and, for the
purposes of Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2 hereof, Sunrise, any
right, remedy, or claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof.  Sunrise shall be deemed to be a third-party
beneficiary of this Agreement with respect to Sections 3.3.5, 6.1, 6.4, 7.4 and
9.2 hereof.  All covenants, conditions,
stipulations, promises, and agreements contained in this Warrant Agreement
shall be for the sole and exclusive benefit of the parties hereto (and Sunrise
with respect to the Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2 hereof) and their
successors and assigns and of the registered holders of the Warrants.


 


9.5.                              Examination of the Warrant
Agreement.  A copy of this Agreement shall be available
at all reasonable times at the office of the Warrant Agent in the Borough of
Manhattan, City and State of New York, for inspection by the registered holder
of any Warrant.  The Warrant Agent may require
any such holder to submit his Warrant for inspection by it.


 


9.6.                              Counterparts.  This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.


 


9.7.                              Effect of Headings.  The Section headings herein are for
convenience only and are not part of this Warrant Agreement and shall not
affect the interpretation thereof.


 


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IN WITNESS WHEREOF, this Agreement has been
duly executed by the parties hereto as of the day and year first above written.


 


	
  Attest:

  	
   

  	
  INTERNATIONAL
  SHIPPING ENTERPRISES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:  Angeliki Frangou

  
	
   

  	
   

  	
   

  	
  Title:    Chairman

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
  CONTINENTAL
  STOCK TRANSFER

  & TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:   Steven Nelson

  
	
   

  	
   

  	
   

  	
  Title:     Chairman

  



 


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