EX-4.5



 





Exhibit 4.5


WARRANT AGREEMENT




     This Warrant Agreement (this “Agreement”) made as of [          ], 2007, by and between
Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”), with offices at c/o
Balthellas Chartering S.A., 10, Amfitheas Avenue, 17564 P. Faliro, Athens, Greece, and Continental
Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”), with offices at 17
Battery Place, New York, New York 10004.



     WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 15,000,000
units (the “Units”) of the Company (2,250,000 additional Units if the Underwriters’ Over-allotment
Option is exercised in full), each Unit consisting of one share of common stock, par value $.0001
per share (the “Common Stock”) and one warrant to purchase one share of Common Stock (the
“Warrant”) and, in connection therewith, has determined to issue and deliver up to 15,000,000
Warrants (2,250,000 additional Warrants if the Underwriters’ Over-allotment Option is exercised in
full) (the “Public Warrants”) to the public investors;



     WHEREAS, the Company has heretofore engaged in a private offering (the “Private Offering”) of
11,600,000 warrants (the “Private Warrants”) of the Company pursuant to a subscription agreement,
dated
           
      , 2007 by and among the Company and the investors named therein;



     WHEREAS, in connection with the Public Offering, the Company has determined to sell and
deliver to Maxim Group LLC (“Maxim”), as representative of the Underwriters, an option to purchase
750,000 Units of the Company, which Units contain 750,000 Warrants (the “Representative’s
Warrants”);



     WHEREAS, the Company has filed with the Securities and Exchange Commission (the “SEC”) a
registration statement (the “Registration Statement”), No. [          ], on Form F-1 for the
registration under the Securities Act of 1933, as amended (the “Act”) of, among other securities,
the Public Warrants and the Common Stock issuable upon exercise of the Public Warrants and the
Representative’s Warrants and the Common Stock issuable upon exercise of the Representative’s
Warrants;



     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 Public Warrants, the Private Warrants and the
Representative’s Warrants (collectively, the “Warrants”);



     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 of Directors and
Chief Executive Officer and or Chief Financial Officer, Chief Operating Officer, 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 Public Warrants. The Public Warrants and Common Stock comprising
the Units will begin to trade separately on the 10th business day following the earlier to occur
of: (i) the expiration of the Underwriters’ Over-allotment Option or (ii) its exercise in full;
provided, however, that in no event may the separate trading of the Units begin until the Company
files a Current Report on Form 6-K (the “Balance Sheet 6\-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 Underwriters’



 









 







Over-allotment Option, if the over-allotment option is exercised prior to the filing of the
Form 8-K. The Units may begin separately trading earlier than as indicated above if Maxim informs
the Company of its decision to allow earlier separate trading; provided, however, in no event may
Maxim permit earlier separate trading of the Units until the Company files the Balance Sheet 8-K
and issues a press release and files such press release with the SEC a Current Report on Form 8-K
announcing when such separate trading will begin.



     2.5 Private Warrants. The Private Warrants may not be transferred until the
consummation of a Business Combination (as defined in the Registration Statement).


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 $6.50 per share of Common Stock, 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 for a period of not less than ten business days; provided,
however, that any such reduction shall be identical among all of the Warrants.



     3.2 Duration of Warrants.



          3.2.1 Exercise Period 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 Business
Combination (as defined in the Registration Statement) or                     , 2008 [one year from the
date of this Agreement] and terminating at 5:00 p.m., New York City time on the earlier to occur of
(i)                     , 2011 [four years from the date of this Agreement] or (ii) the date fixed for
redemption of the Warrants as provided in Section 6 of this Agreement (“Expiration Date”).
Notwithstanding the foregoing, no Public Warrant shall be exercisable unless, at the time of
exercise, a registration statement relating to the Common Stock issuable upon exercise of such
Public Warrants is effective and current and a prospectus is available for use by the public
shareholders and the Common Stock has been qualified or deemed to be exempt under the securities
laws of the state of residence of the holder of such Public Warrants.




          3.2.2 General. 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; provided, however, that the
Company will provide notice to registered holders of the Warrants of such extension of not less
than twenty (20) days and, further provided that any such extension shall be identical in duration
among all of the Warrants. Notwithstanding the foregoing, a Warrant can expire unexercised
regardless of whether a registration statement is current under the Act with respect to the Common
Stock issuable upon exercise of the Warrants.




 









 








     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, duly executed, and (i) 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, 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; or (ii) in the case of
the Private Warrants (so long as held by the original holders thereof or their designees), on a
cashless basis by surrendering such Private Warrant for that number of shares of Common Stock equal
to the quotient obtained by dividing (x) the product of the number of share of Common Stock
underlying the Warrants, multiplied by the difference between the Warrant Price and the Fair Market
Value (as defined below) by (y) the Fair Market Value. The “Fair Market Value” shall mean the
average reported last sale price of the Common Stock for the 10 trading days ending on the third
business day prior to the date on which notice of exercise is received by the Company or notice of
redemption is sent to holders of the Warrant pursuant to Section 6 hereof, as the case may be.



          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 (if applicable), 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, she or it 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 exercisable for the number of shares of Common Stock 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 (i) a registration
statement under the Act with respect to the Common Stock issuable upon such exercise is effective,
or (ii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the
registration requirements of the Act and such securities are qualified for sale or exempt from
qualification under applicable securities laws of the states or other jurisdictions in which the
registered holders reside. Warrants may not be exercised by, or securities issued to, any
registered holder in any state in which such exercise or issuance would be unlawful. In no event
will the registered holder of a warrant be entitled to receive a net-cash settlement in lieu of
physical settlement in shares of Common Stock, regardless of whether the Common Stock underlying
the Warrants is registered pursuant to an effective registration statement.



          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.



          3.3.5 Warrant Solicitation and Warrant Solicitation Fee.



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



     (b) In each instance in which a Public Warrant is exercised, the Warrant Agent shall promptly
give written notice of such exercise to the Company and Maxim (“Warrant Agent’s Exercise Notice”).
If, upon the exercise of any Public Warrant more than one year from the Effective Date, (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 Maxim with respect to the solicitation of the
exercise of the Public 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 Public Warrant confirms in writing that the exercise of the
Public Warrant was solicited by Maxim, (iv) the Public Warrant was not held in a discretionary
account, and (v) the solicitation of the exercise of the Public 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 Public Warrants so
exercised in accordance with the instructions from the Company following receipt of the proceeds to
the Company received upon exercise of such Public Warrant(s), shall, on behalf of the Company, pay
a fee of 5% of the Warrant Price to Maxim, provided that Maxim delivers to the Warrant Agent
within ten (10) business days from the date on which Maxim has received the Warrant Agent’s
Exercise Notice, a certificate that the conditions set forth in the preceding clauses (iii), (iv)
and (v) have been satisfied. Notwithstanding the foregoing, no fee will be paid to Maxim with
respect to the exercise by the



 









 







Underwriters or their affiliates or the Company’s officers or directors of Public Warrants
purchased by it or them and still held by them for its or their own account. Maxim and the Company
may, at any time during business hours, examine the records of the Warrant Agent, including its
ledger of original Public 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 Maxim.


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 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 on 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.



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


6. Redemption.




     6.1 Redemption. Not less than all of the outstanding Public 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 6.3, at the
price of $.01 per Public Warrant (“Redemption Price”), provided that the last sales price of the
Common Stock has been equal to or greater than $14.25 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. Notwithstanding the foregoing, the Registration Statement
must be current in order for the Company to exercise its redemption rights pursuant to this Section
6. The provisions of this Section 6.1 may not be modified, amended or deleted without the prior
written consent of Maxim.



     6.2 Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to
redeem all of the Public 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 Public Warrants to be
redeemed at their last addresses as they shall appear on the Warrant Register. 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 Public Warrants may be exercised in
accordance with Section 3 of this Warrant 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 Public Warrants shall
have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.



 









 




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 Warrant Agreement.



     7.4 Registration of Common Stock. The Company agrees that prior to the commencement of
the Exercise Period, it shall file with the SEC 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 on or
prior to the commencement of the Exercise Period and to maintain the effectiveness of such
registration statement until the expiration of the Warrants in accordance with the provisions of
this Warrant Agreement. In addition, the Company agrees to use its reasonable efforts to register
such securities under the blue sky laws of the states of residence of the exercising warrant
holders to the extent an exemption is not available. The provisions of this Section 7.4 may not be
modified, amended or deleted without the prior written consent of Maxim. Notwithstanding the
foregoing, a Warrant can expire unexercised regardless of whether a registration statement is
current under the Act with respect to the Common Stock issuable upon exercise of the Warrants. In
no event will the registered holder of a warrant be entitled to receive a net-cash settlement or
shares of common stock or other consideration as of result of the Company’s non-compliance with
this Section 7.4.


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. 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.




          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 Warrant 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 as set forth on Exhibit A hereto, 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 Warrant 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 Chief
Executive Officer or Chief Operating Officer 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 Warrant 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 Warrant 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
validity of this Warrant 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 Warrant 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 Warrant 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 Warrant 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 Warrant 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 or other communication required or which may be given
hereunder shall be in writing and either be delivered personally or by private national courier



 









 







service, or be mailed, certified or registered mail, return receipt requested, postage
prepaid, and shall be deemed given when so delivered personally or, if sent by private national
courier service, on the next business day after delivery to the courier, or, if mailed, two
business days after the date of mailing, as follows:


Seanergy Maritime Corp.

10, Amfitheas Avenue,

175 64 P. Faliro

Athens, Greece

Attn: Panagiotis Zafet

Chief Executive Officer and Co-Chairman



Any notice, statement or demand authorized by this Warrant 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 five days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Warrant Agent with the Company), as follows:



Continental Stock Transfer & Trust Company]

17 Battery Place

New York, NY 10004

Attn: [          ]



with a copy in each case to:



Ellenoff Grossman & Schole LLP

370 Lexington Avenue

New York, New York 10017

Attn: Douglas S. Ellenoff



and



Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attn: Mitchell S. Nussbaum, Esq.



and



Maxim Group LLC

405 Lexington Avenue

New York, New York 10174

Attn: Clifford A. Teller, Managing Director




     9.3 Applicable Law. The validity, interpretation, and performance of this Warrant
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 Warrant 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 inconvenient 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.



     9.4 Persons Having Rights under this Warrant Agreement. Nothing in this Warrant
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,
7.4, 9.2 and 9.8 hereof, Maxim, any right, remedy, or claim under or by reason of this Warrant
Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. Maxim shall be
deemed to be a third-party beneficiary of this Warrant Agreement with respect to Sections 3.3.5,
6.1, 7.4, 9.2 and 9.8 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 Maxim with respect to the Sections 3.3.5, 6.1, 7.4, 9.2 and 9.8 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 Warrant 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 Warrant 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.



     9.8 Amendments. This Warrant Agreement may be amended by the parties hereto without
the consent of any registered holder for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained herein or adding or changing any
other provisions with respect to matters or questions arising under this Warrant Agreement as the
parties may deem necessary or desirable and that the parties deem shall not adversely affect the
interest of the registered holders. All other modifications or amendments, including any amendment
to increase the Warrant Price or shorten the Exercise Period, shall require the written consent of
each of Maxim and the registered holders of a majority of the then outstanding Warrants.
Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of
the Exercise Period in accordance with Sections 3.1 and 3.2, respectively, without such consent.



     9.9 Severability. This Warrant Agreement shall be deemed severable, and the invalidity
or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Warrant Agreement or of any other term or provision hereof. Furthermore,



 









 







in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that
there shall be added as a part of this Warrant Agreement a provision as similar in terms to such
invalid or unenforceable provision as may be possible and be valid and enforceable.



     [remainder of document continued on next page]



 









 







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



	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	SEANERGY MARITIME CORP.
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	Panagiotis Zafet
	 	 	 	 	Chief Executive Officer and Co-Chairman
	 
	 	 	 	 	 	 	 	 
	Attest:	 	 	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title: