EX-10.24



 





Exhibit 10.24




RIGHT OF FIRST REFUSAL AND

CORPORATE OPPORTUNITIES AGREEMENT




     This Right of First Refusal and Corporate Opportunities Agreement (this “Agreement”) is made
as of                     , 2007 by and between Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”)
and
           
         ,

a                     corporation
(“                     ”) in connection with the Company’s proposed initial public offering (the
“IPO”) of units of the Company in the United States pursuant to a registration statement on Form
F-1 (as amended, the “Registration Statement”), filed by the Company with the Securities and
Exchange Commission.



     WHEREAS, the Company and                     share
certain officers and directors; and



     WHEREAS, each of the Company and
                    may be seeking business opportunities in the shipping
industry, and the parties desire to enter into this Agreement to clarify the business opportunities
for which each party shall have the right of first refusal.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements as set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



     1. Right of First Refusal.



          a. Grant of Right. For the term specified in Section 2
hereof,                     agrees to grant to the
Company (i) in its certificate of incorporation or equivalent document or (ii) by action of its
board of directors and/or shareholders, as applicable, a right of first refusal to any corporate
opportunities belonging to it that concern a Business Combination (as defined herein). Decisions
by the Company to release                     to pursue any corporate opportunity concerning a Business Combination
will be made by a majority of the Company’s independent directors.



          b. Scope of Right . As used herein, the term “Business Combination” shall mean any
acquisition, through a merger, capital stock exchange, asset acquisition, stock purchase or other
similar business combination, vessels or one or more operating businesses (each a “Target”) in the
shipping industry. Notwithstanding the above, the term “Business Combination” shall not include
any vessels or operating businesses with respect to which                     has initiated any contacts or entered
into any discussions, formal or informal, or negotiations regarding a company being acquired by                    
prior to the consummation of the Company’s IPO.



          c. General. Any directors, officers or employees
                    of that shall become aware of a
corporate opportunity subject to this Agreement shall provide written notice of the business
opportunity to the Company within five (5) business days of its identification of the corporate
opportunity.                     further agrees that it will not enter



 









 





into any agreement to purchase or invest in a Target until the Company has had a reasonable
period of time to determine whether or not to pursue the opportunity.




     2. Term. This Agreement shall become effective upon execution and shall remain in
effect for a period expiring upon the earlier of: (i) the consummation by the Company of a business
combination or (ii) the Company’s dissolution and liquidation pursuant to its amended and restated
articles of incorporation, each in the circumstances and in the manner described in the
Registration Statement.



     3. Notices. All notices or communications hereunder shall be in writing, addressed as
follows:


To the Company:



Seanergy Maritime Corp.

10, Amfitheas Avenue

175 64 P. Faliro

Athens, Greece

Attention: Board of Directors



with a copy to:



Mitchell Nussbaum

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154



If to                    



[contact information]



with a copy to:



[contact  information]




     4. Headings. The headings contained herein are for the sole purpose of convenience of
reference, and shall not in any way limit or affect the meaning or interpretation of any of the
terms or provisions of this Agreement.



     5. Severability. If any provision of this Agreement shall be declared to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the
remaining provisions hereof, which shall remain in full force and effect.



     6. Amendment. This Agreement may only be amended by a written instrument executed by
each of the parties hereto.



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     7. Entire Agreement. This Agreement (together with the other agreements and documents
being delivered pursuant to or in connection with this Agreement) constitute the entire agreement
of the parties hereto with respect to the subject matter hereof and thereof, and supersede all
prior agreements and understandings of the parties, oral and written, with respect to the subject
matter hereof.



     8. Governing Law, Venue, etc.



          a. This Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of New York, without giving effect to the conflict of laws principles thereof. The
parties: (i) agree that any legal suit, action or proceeding arising out of or relating to this
agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York
Supreme Court, County of New York, or in the United States District Court for the Southern District
of New York, (ii) waive any objection which such party may have now or hereafter to the venue of
any such suit, action or proceeding and (iii) irrevocably and exclusively consent to the
jurisdiction of the New York Supreme Court, County of New York, and the United States District
Court for the Southern District of New York in any such suit, action or proceeding arising out of
this Agreement.



          b. The parties further agree to accept and acknowledge service of any and all process which
may be served in any such suit, action or proceeding in the New York Supreme Court, County of New
York, or in the United States District Court for the Southern District of New York and agrees
service of process upon the Company mailed by certified mail to the Company’s address shall be
deemed in every respect effective service of process upon the Company in any such suit, action or
proceeding, and service of process upon
                     mailed by certified mail to
                 addresses shall be deemed in
every respect effective service process upon the parties, in any such suit, action or proceeding
arising out of this Agreement.



          c. THE PARTIES HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.



     9. Execution in Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each of which shall be
deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the
parties hereto and delivered to each of the other parties hereto. Delivery of a signed counterpart
of this Agreement by fax or email/.pdf transmission shall constitute valid and sufficient delivery
thereof.



     10. Waiver, etc. The failure of any of the parties hereto to at any time enforce any
of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such
provision, nor to in any way effect the validity of this Agreement or any provision hereof or the
right of any of the parties hereto to thereafter enforce each and every provision of this
Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the



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provisions of this Agreement shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no
waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a
waiver of any other or subsequent breach, non-compliance or non-fulfillment.




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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
specified above.



	 	 	 	 	 
	 	SEANERGY MARITIME CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[OTHER PARTY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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