EXHIBIT 10.1


 


 


	
   

  	
  As
  of October 8, 2004

  



 


 


International
Shipping Enterprises, Inc.


1225
Franklin Avenue, Suite 325


Garden City, New York
11530


 


Sunrise Securities Corp.


641 Lexington Avenue


25th Floor


New York, New York 10022


 


Re:                               Initial
Public Offering


 


Gentlemen:


 


The undersigned stockholder, officer and director of
International Shipping Enterprises, Inc. (“Company”), in consideration of
Sunrise Securities Corp. (“Sunrise”) entering into a letter of intent (“Letter
of Intent”) to underwrite an initial public offering of the securities of the
Company (“IPO”) and embarking on the IPO process, hereby agrees as follows
(certain capitalized terms used herein are defined in paragraph 11 hereof):


 


1.                                       If the
Company solicits approval of its stockholders of a Business Combination, the
undersigned will vote all Insider Shares owned by her in accordance with the
majority of the votes cast by the holders of the IPO Shares.


 


2.                                       In the event
that the Company fails to consummate a Business Combination within 12 months from
the effective date (“Effective Date”) of the registration statement relating to
the IPO (or 18 months under the circumstances described in the prospectus
relating to the IPO), the undersigned will take all reasonable actions within
her power to cause the Company to liquidate as soon as reasonably practicable. In such event,
the undersigned hereby waives any and all right, title, interest or claim of
any kind in or to any liquidating distributions by the Company, including,
without limitation, any distribution of the Trust Fund (as defined in the
Letter of Intent) as a result of such liquidation with respect to her Insider
Shares (“Claim”) and hereby waives any Claim the undersigned may have in the
future as a result of, or arising out of, any contracts or agreements with


 

















 


the
Company and will not seek recourse against the Trust Fund for any reason
whatsoever.  The undersigned agrees to
indemnify and hold harmless the Company against any and all loss, liability,
claims, damage and expense whatsoever (including, but not limited to, any and
all legal or other expenses reasonably incurred in investigating, preparing or
defending against any litigation, whether pending or threatened, or any claim
whatsoever) which the Company may become subject as a result of any claim by
any vendor or other person who is owed money by the Company for services
rendered or products sold, or by any target business, but only to the extent
necessary to ensure that such loss, liability, claim, damage or expense does
not reduce the amount in the Trust Fund (as defined in the Letter of Intent).


 


3.                                       In order to
minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees to present to the Company for its
consideration, prior to presentation to any other person or entity, any
suitable opportunity to acquire an operating business, until the earlier of the
consummation by the Company of a Business Combination, the liquidation of the
Company or until such time as the undersigned ceases to be an officer or
director of the Company, subject to any pre-existing fiduciary obligations the
undersigned might have.


 


4.                                       The
undersigned acknowledges and agrees that the Company will not consummate any
Business Combination which involves a company which is affiliated with any of
the Insiders unless
the Company obtains an opinion from an independent investment banking firm
reasonably acceptable to Sunrise that the business combination is fair to the
Company’s stockholders from a financial perspective.


 


5.                                       Neither the undersigned, any
member of the family of the undersigned, nor any Affiliate of the undersigned
will be entitled to receive and will not accept any compensation for services
rendered to the Company prior to the consummation of the Business Combination;
provided that the undersigned shall be entitled to reimbursement from the
Company for her out-of-pocket expenses incurred in connection with seeking and
consummating a Business Combination.


 


6.                                       Neither
the undersigned, any member of the family of the undersigned, or any Affiliate
of the undersigned will be entitled to receive or accept a finder’s fee or any
other compensation in the event the undersigned, any member of the family of
the undersigned or any Affiliate of the undersigned originates a Business
Combination.


 


7.                                       The
undersigned will escrow her Insider Shares for the three year period commencing
on the Effective Date subject to the terms of a Stock Escrow


 

















 


Agreement which the Company will enter
into with the undersigned and an escrow agent acceptable to the Company.


 


8.                                       The undersigned
agrees to be the Chairman of the Board, Chief Executive Officer and President
of the Company until the earlier of the consummation by the Company of a
Business Combination or the liquidation of the Company.  The undersigned’s biographical information
furnished to the Company and Sunrise and attached hereto as Exhibit A is true
and accurate in all respects, does not omit any material information with
respect to the undersigned’s background and contains all of the information
required to be disclosed pursuant to Section 401 of Regulation S-K,
promulgated under the Securities Act of 1933. 
The undersigned’s Questionnaire furnished to the Company and Sunrise and
annexed as Exhibit B hereto is true and accurate in all respects.  The undersigned represents and warrants
that:


 


(a)                                  she is not
subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering of securities in any jurisdiction;


 


(b)                                 she has never
been convicted of or pleaded guilty to any crime (i) involving any fraud or
(ii) relating to any financial transaction or handling of funds of another
person, or (iii) pertaining to any dealings in any securities and she is not
currently a defendant in any such criminal proceeding; and


 


(c)                                  she has never
been suspended or expelled from membership in any securities or commodities
exchange or association or had a securities or commodities license or registration
denied, suspended or revoked.


 


9.                                       The undersigned
has full right and power, without violating any agreement by which she is
bound, to enter into this letter agreement and to serve as Chairman of the
Board, Chief Executive Officer and President of the Company.


 


10.                                 The undersigned authorizes
any employer, financial institution, or consumer credit reporting agency to
release to Sunrise and its legal representatives or agents (including any
investigative search firm retained by Sunrise) any information they may have
about the undersigned’s background and finances (“Information”).  Neither Sunrise nor its agents shall be
violating the undersigned’s right of privacy in any manner in requesting and
obtaining the Information and the undersigned hereby releases them from
liability for any damage whatsoever in that connection.


 


11.                                 As
used herein, (i) a “Business Combination” shall mean an


 

















 


acquisition by merger, capital stock
exchange, asset or stock acquisition, reorganization or otherwise, of one or more vessels or an
operating business in the shipping industry selected by the Company; (ii)
“Insiders” shall mean all officers, directors and stockholders of the Company
immediately prior to the IPO; (iii) “Insider Shares” shall mean all of the
shares of Common Stock of the Company owned by an Insider prior to the IPO; and
(iv) “IPO Shares” shall mean the shares of Common Stock issued in the
Company’s IPO.


 


 


	
   

  	
  Angeliki Frangou

  	
   

  
	
   

  	
  Print Name of Insider

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Angeliki Frangou

  	
   

  
	
   

  	
  Signature

  
				



 

















 


Exhibit A


 


Angeliki
Frangou has been our chairman of the board, chief executive
officer and president since our inception. 
Ms. Frangou has been the chief executive officer of Maritime Enterprises Management S.A., a company
located in Piraeus, Greece, that specializes in the management of dry cargo
vessels of various types and sizes, since she founded the company in
October 2001.  From 1990 to
October 2001, Ms. Frangou  was the
chief executive officer of Franser Shipping S.A., a company that was located in
Piraeus, Greece, and was also engaged in the management of dry cargo
vessels.  Prior to her employment with
Franser Shipping, Ms. Frangou was an analyst on the trading floor of Republic
National Bank of New York, from 1987 to 1989. 
Ms. Frangou has also been a member of the board of directors of Emporiki
Bank of Greece, the second largest retail bank in Greece, since
April 2004.  Ms. Frangou is a
member of the Mediterranean Committee of China Classification Society and a
member of the Hellenic and Black Sea Committee of Bureau Veritas.  Ms. Frangou received a bachelors degree in
mechanical engineering from Fairleigh Dickinson University (summa cum laude) and a masters degree in
mechanical engineering from
Columbia University.