EX-10.14



 





Exhibit 10.14




SUBSCRIPTION AGREEMENT




     SUBSCRIPTION
AGREEMENT (this “Agreement”) made as of this ___ day of ___, 2007 for the
benefit of Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”), having its
principal place of business at 641 Fifth Avenue, New York, NY 10022 by the person or entity listed
on the signature page hereto under the heading “Subscriber” (the “Subscriber”).



     WHEREAS, the Company desires to sell an aggregate of 11,600,000 warrants, each exercisable for
one share of Common Stock (the “Warrants”), for a per Warrant purchase price of $0.90
(i.e., an aggregate purchase price of at least $10,440,000); and



     WHEREAS, the Subscriber is entitled to registration rights with respect to the Warrants, the
shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), any
warrants, shares of capital stock or other securities of the Company issued as a dividend or other
distribution with respect to or in exchange for or in replacement of such shares of Common Stock
and Warrants, and such number of shares that may be used to prevent dilution resulting from stock
splits, stock dividends or similar transactions (collectively, the “Registrable
Securities”) on the terms set forth in this Agreement; and



     WHEREAS, the offer and sale of the Warrants (the “Offering”) is being made in reliance upon
the provisions of Regulation S (“Regulation S”) promulgated by the Securities and Exchange
Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities
Act”);



     NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter
set forth, the Company and the Subscriber do hereby agree as follows



     1. Agreement to Subscribe



     1.1 Purchase and Issuance of the Warrants. The Subscriber is hereby subscribing for
the number of Warrants indicated on the signature page hereto by the caption, “Number of Warrants
Being Subscribed” (the “Subscriber’s Warrants”) which Subscriber Warrants will be issued to
the Subscriber, or his affiliates or designees. The aggregate purchase price for such Subscriber’s
Warrants (the “Purchase Price”) is indicated on the signature page hereto by the caption, “Purchase
Price.”



     1.2 Delivery of the Purchase Price. Upon execution of this Agreement the undersigned
is hereby bound to fulfill its obligations hereunder and hereby irrevocably commits to deliver to
the Company on the date of Closing (as hereinafter defined) the Purchase Price by bank check, wire
transfer or such other form of payment as shall be acceptable to the Company, in its sole and
absolute discretion, at the Closing. Any such check delivered to the Company shall be made payable
to the order of “Seanergy Maritime Corp.”



     1.3 Closing. The closing of the Offering (the “Closing”), shall take place at
the offices of the Company, on the earlier of the date immediately preceding the commencement of



 









 




the roadshow with respect to the Company’s proposed initial public offering of up to
15,000,000 units of Common Stock and warrants (the “IPO”), and December 31, 2007.




     2. Representations and Warranties of the Subscriber



     The Subscriber represents and warrants to the Company that:



     2.1 No Government Recommendation or Approval. The Subscriber understands that no
United States federal or state agency or similar agency of any other country, has passed upon or
made any recommendation or endorsement of the Company or the Offering of the Warrants.



     2.2 Not a “U.S. Person”. The Subscriber is not a “U.S. Person” as defined in Rule 902
of Regulation S promulgated under the Securities Act, was not organized under the laws of any
United States jurisdiction, and was not formed for the purpose of investing in securities not
registered under the Securities Act. At the time the purchase order for this transaction was
originated, the Subscriber was outside the United States.



     2.3 Intent. The Subscriber is purchasing the Warrants solely for investment purposes,
for the Subscriber’s own account and not for the account or benefit of any U.S. person, and not
with a view towards the distribution or dissemination thereof and the Subscriber has no present
arrangement to sell the Warrants to or through any person or entity. The Subscriber understands
that the Warrants must be held indefinitely unless such Warrants are resold in accordance with the
provisions of Regulation S, are subsequently registered under the Securities Act or an exemption
from registration is available.



     2.4 Restrictions on Transfer. The Subscriber understands that the Warrants are being
offered in a transaction not involving a public offering in the United States within the meaning of
the Securities Act. The Warrants have not been registered under the Securities Act, and, if in the
future the Subscriber decides to offer, resell, pledge or otherwise transfer the Warrants, such
Warrants may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective
registration statement filed under the Securities Act, (B) to a non-U.S. person in an offshore
transaction in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act, (C)
pursuant to the resale limitations set forth in Rule 905 of Regulation S, (D) pursuant to an
exemption from registration under the Securities Act provided by Rule 144 thereunder (if available)
or (E) pursuant to any other exemption from the registration requirements of the Securities Act,
and in each case in accordance with any applicable securities laws of any state of the United
States or any other jurisdiction. The Subscriber acknowledges, agrees and covenants that it will
not engage in hedging transactions with regard to the Warrants prior to the expiration of the
distribution compliance period specified in Rule 903 of Regulation S promulgated under the
Securities Act, unless in compliance with the Securities Act. The Subscriber agrees that if any
transfer of its Warrants or any interest therein is proposed to be made, as a condition precedent
to any such transfer, the Subscriber may be required to deliver to the Company an opinion of
counsel satisfactory to the Company. Absent registration or another exemption from registration,
the Subscriber agrees that it will not resell the securities constituting the Subscriber’s Warrants
to U.S. Persons or within the United States.



     2.5 Sophisticated Investor.



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          (i) The Subscriber is sophisticated in financial matters and is able to evaluate the risks and
benefits of the investment in the Warrants.



          (ii) The Subscriber is able to bear the economic risk of his investment in the Warrants for an
indefinite period of time because none of the Warrants have been registered under the Securities
Act and therefore cannot be sold unless subsequently registered under the Securities Act or an
exemption from such registration is available.



     2.6 Independent Investigation. The Subscriber, in making the decision to purchase the
Warrants, has relied upon an independent investigation of the Company and has not relied upon any
information or representations made by any third parties or upon any oral or written
representations or assurances from the Company, its officers, directors or employees or any other
representatives or agents of the Company, other than as set forth in this Agreement. The Subscriber
is familiar with the business, operations and financial condition of the Company and has had an
opportunity to ask questions of, and receive answers from, the Company’s officers and directors
concerning the Company and the terms and conditions of the offering of the Warrants and has had
full access to such other information concerning the Company as the Subscriber has requested.



     2.7 Authority. This Agreement has been validly authorized, executed and delivered by
the Subscriber and is a valid and binding agreement enforceable in accordance with its terms,
subject to the general principles of equity and to bankruptcy or other laws affecting the
enforcement of creditors’ rights generally. The execution, delivery and performance of this
Agreement by the Subscriber does not and will not conflict with, violate or cause a breach of any
agreement, contract or instrument to which the Subscriber is a party.



     2.8 No Legal Advice from Company. The Subscriber acknowledges that he, she or it has
had the opportunity to review this Agreement and the transactions contemplated by this Agreement
and the other agreements entered into between the parties hereto with the Subscriber’s own legal
counsel and investment and tax advisors. Except for any statements or representations of the
Company made in this Agreement and the other agreements entered into between the parties hereto,
the Subscriber is relying solely on such counsel and advisors and not on any statements or
representations of the Company or any of its representatives or agents for legal, tax or investment
advice with respect to this investment, the transactions contemplated by this Agreement or the
securities laws of any jurisdiction.



     2.9 Reliance on Representations and Warranties. The Subscriber understands that the
Warrants are being offered and sold to the Subscriber in reliance on specific provisions of United
States federal and state securities laws and that the Company is relying upon the truth and
accuracy of the representations, warranties, agreements, acknowledgments and understandings of the
Subscriber set forth in this Agreement in order to determine the applicability of such provisions.



     2.10 No Advertisements. The undersigned is not subscribing for the Warrants as a
result of or subsequent to any advertisement, article, notice or other communication published in
any newspaper, magazine, or similar media or broadcast over television or radio, or presented at
any seminar or meeting.



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     2.11 Legend. The Subscriber acknowledges and agrees that the Warrants, and when issued
the Warrant Shares, shall bear a restricted legend (the “Legend”), in the form and
substance as set forth in Section 4 hereof, prohibiting the offer, sale, pledge or transfer of the
securities, except (i) pursuant to an effective registration statement filed under the Securities
Act, (ii) in accordance with the applicable provisions of Regulation S, promulgated under the
Securities Act, (iii) pursuant to an exemption from registration provided by Rule 144 under the
Securities Act (if available), and (iv) pursuant to any other exemption from the registration
requirements of the Securities Act.



     3. Representations and Warranties of the Company



     The Company represents and warrants to each Subscriber that:



     3.1 Valid Issuance of Capital Stock. The total number of shares of all classes of
capital stock which the Company has authority to issue is 89,000,000 shares of Common Stock and
1,000,000 shares of preferred stock, par value $0.0001 per share. As of the date hereof, the
Company has 2,500,000 shares of Common Stock issued and outstanding. All of the issued shares of
capital stock of the Company have been duly authorized, validly issued, and are fully paid and
non-assessable.



     3.2 Organization and Qualification. The Company is a corporation duly incorporated and
existing in good standing under the laws of the state of the Marshall Islands and has the requisite
corporate power to own its properties and assets and to carry on its business as now being
conducted.



     3.3 Authorization; Enforcement. (i) The Company has the requisite corporate power and
authority to enter into and perform its obligations under this Agreement and to issue the Common
Stock in accordance with the terms hereof, (ii) the execution, delivery and performance of this
Agreement by the Company and the consummation by it of the transactions contemplated hereby have
been duly authorized by all necessary corporate action, and no further consent or authorization of
the Company or its Board of Directors or stockholders is required, and (iii) this Agreement
constitutes valid and binding obligations of the Company enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or
affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles
of general application and except as enforcement of rights to indemnity and contribution may be
limited by federal and state securities laws or principles of public policy.



     3.4 No Conflicts. To the knowledge of the Company, the execution, delivery and
performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not materially (i) result in a violation of the Company’s Certificate of Incorporation or
By-Laws or (ii) conflict with, or constitute a default under any agreement, indenture or instrument
to which the Company is a party. Other than any SEC or state securities filings which may be
required to be made by the Company subsequent to the Closing, and any registration statement which
may be filed pursuant thereto, the Company is not required under federal, state or local law, rule
or regulation to obtain any consent, authorization or order of, or



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make any filing or registration with, any court or governmental agency or self-regulatory
entity in order for it to perform any of its obligations under this Agreement or issue the Common
Stock in accordance with the terms hereof.




     4. Legends; Denominations



     4.1 Legend. The Company will issue the shares of Common Stock, the Warrants, and when
issued the Warrant Shares, purchased by the Subscriber in the name of the Subscriber and in such
denominations to be specified by the Subscriber prior to the Closing. The Shares, the Warrants and
Warrant Shares will bear the following Legend and appropriate “stop transfer” instructions:



THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE
SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT FILED UNDER THE SECURITIES ACT, (B) TO A NON-U.S. PERSON
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904
OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE RESALE
LIMITATIONS SET FORTH IN RULE 905 OF REGULATIONS S UNDER THE
SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E)
PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.



     4.2 Subscriber’s Compliance. Nothing in this Section 4 shall affect in any way the
Subscriber’s obligations and agreement to comply with all applicable securities laws upon resale of
the Warrants, and the Warrant Shares.



     4.3 Company’s Refusal to Register Transfer of Warrants. The Company shall refuse to
register any transfer of the Warrants and the Warrant Shares, not made in accordance with (i) the
provisions of Regulation S, (ii) pursuant to an effective registration statement filed under the
Securities Act, or (iii) pursuant to an available exemption from the registration requirements of
the Securities Act.



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     5. Registration Rights



     5.1 Demand Registration. At any time and from time to time on or after the date on
which the Company has completed a Business Combination, the Subscriber or its transferee(s) holding
a majority-in-interest of the Registrable Securities may make a written demand for registration
under the Securities Act of all or part of their Registrable Securities (a “Demand
Registration”). Any demand for a Demand Registration shall specify the number of Registrable
Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will
notify all holders of Registrable Securities of the demand, and each holder of Registrable
Securities who wishes to include all or a portion of such holder’s Registrable Securities in the
Demand Registration (each such holder including shares of Registrable Securities in such
registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days
after the receipt by the holder of the notice from the Company. Upon any such request, the
Demanding Holders shall be entitled to have their Registrable Securities included in the Demand
Registration.



     The Company shall, as expeditiously as possible and in any event within sixty (60) days after
receipt of a request for a Demand, prepare and file with the SEC a Registration Statement on any
form for which the Company then qualifies or which counsel for the Company shall deem appropriate
and which form shall be available for the sale of all Registrable Securities to be registered
thereunder in accordance with the intended method(s) of distribution thereof, and shall use its
best efforts to cause such Registration Statement to become effective as promptly as practicable,
but in no event prior to the consummation of the Business Combination.



     The Company shall not be obligated to effect more than two Demand Registrations in respect of
Registrable Securities.



     5.2 “ Piggyback” Registration Rights. Subject to the last sentence of this Section
5.2, at any time after a Business Combination, if the Company shall determine to proceed with the
actual preparation and filing of a new registration statement under the Securities Act in
connection with the proposed offer and sale of any of its securities by it or any of its security
holders (other than a registration statement on Form S-4, S-8 or other limited purpose form), the
Company will give written notice of its determination to the Subscriber or its nominee(s). Upon the
written request from a majority-in-interest of the Subscribers, within 15 days after receipt of any
such notice from the Company, the Company will, except as herein provided, cause all of the
Registrable Securities covered by such request (the “Requested Stock”) held by the
Subscribers making such request (the “Requesting Holders”) to be included in such
registration statement (each, a “Piggy-Back Registration”), all to the extent requisite to
permit the sale or other disposition by the prospective seller or sellers of the Requested Stock;
provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or
delaying any registration. If any registration pursuant to this Section 5.2 shall be underwritten
in whole or in part, the Company may require that the Requested Stock be included in the
underwriting on the same terms and conditions as the securities otherwise being sold through the
underwriters. In such event, the Requesting Holders shall, if requested by the underwriters,
execute an underwriting agreement containing customary representations and warranties by selling
stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment
of the managing underwriter of such public offering the inclusion of all of the Requested Stock



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would reduce the number of shares to be offered by the Company or interfere with the
successful marketing of the shares of stock offered by the Company, the number of shares of
Requested Stock otherwise to be included in the underwritten public offering may be reduced pro
rata (by number of shares) among the Requesting Holders and all other holders of registration
rights who have requested inclusion of their securities or excluded in their entirety if so
required by the underwriter. To the extent only a portion of the Requested Stock is included in the
underwritten public offering, those shares of Requested Stock which are thus excluded from the
underwritten public offering and any other securities of the Company held by such holders shall be
withheld from the market by the Holders thereof for a period, not to exceed 90 days, which the
managing underwriter reasonably determines is necessary in order to effect the underwritten public
offering. At such time as the provisions of the registration rights agreement filed as an exhibit
to the Registration Statement covering the shares of Common Stock acquired by the Subscribers prior
to this Offering may be exercised, the exercise and procedural provisions of such agreement, rather
than the provisions of Sections 5.2, 5.3 and 5.4 hereof, shall govern the Registrable Securities
with respect to Piggy-Back Registration.




     5.3 Registration Procedures. To the extent required by Sections 5.1 or 5.2, the
Company will:



          (a) prepare and file with the SEC a registration statement with respect to such securities,
and use its best efforts to cause such registration statement to become and remain effective until
the earlier of the date on which all of the Registrable Securities included in the registration
statement have been disposed of in accordance with the intended method(s) of distribution set forth
in such Registration Statement or three years from the effective date;



          (b) prepare and file with the SEC such amendments to such registration statement and
supplements to the prospectus contained therein as may be necessary to keep such registration
statement effective until the earlier of the date on which all of the Registrable Securities
included in the registration statement have been disposed of in accordance with the intended
method(s) of distribution set forth in such Registration Statement or three years from the
effective date;



          (c) furnish to the holders participating in such registration and to the underwriters of the
securities being registered such reasonable number of copies of the registration statement,
preliminary prospectus, final prospectus and such other documents as such underwriters may
reasonably request in order to facilitate the public offering of such securities;



          (d) use its best efforts to register or qualify the securities covered by such registration
statement under such state securities or blue sky laws of such jurisdictions as the holders may
reasonably request in writing within 20 days following the original filing of such registration
statement, except that the Company shall not for any purpose be required to execute a general
consent to service of process or to qualify to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified;



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          (e) notify the holders, promptly after it shall receive notice thereof, of the time when such
registration statement has become effective or a supplement to any prospectus forming a part of
such registration statement has been filed;



          (f) notify the holders promptly of any request by the SEC for the amending or supplementing of
such registration statement or prospectus or for additional information;



          (g) prepare and promptly file with the SEC and promptly notify such holders of the filing of
such amendment or supplement to such registration statement or prospectus as may be necessary to
correct any statements or omissions if, at the time when a prospectus relating to such securities
is required to be delivered under the Securities Act, any event shall have occurred as the result
of which any such prospectus or any other prospectus as then in effect would include an untrue
statement of a material fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances in which they were made, not misleading; and



          (h) advise the holders, promptly after it shall receive notice or obtain knowledge thereof, of
the issuance of any stop order by the SEC suspending the effectiveness of such registration
statement or the initiation or threatening of any proceeding for that purpose and promptly use its
best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop
order should be issued.



     The Purchasers shall cooperate with the Company in providing the information necessary to
effect the registration of the Registrable Securities, including completion of customary
questionnaires.



     5.4 Expenses. The Company shall bear all costs and expenses incurred in connection
with any Demand Registration pursuant to Section 5.1, any Piggy-Back Registration pursuant to
Section 5.2, and all expenses incurred in performing or complying with its other obligations under
this Agreement, whether or not the Registration Statement becomes effective, including, without
limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with
securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue
sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s
internal expenses (including, without limitation, all salaries and expenses of its officers and
employees); (v) the fees and expenses incurred in connection with the exchange listing of the
Registrable Securities; (vi) National Association of Securities Dealers, Inc. fees; (vii) fees and
disbursements of counsel for the Company and fees and expenses for independent certified public
accountants retained by the Company (including the expenses or costs associated with the delivery
of any opinions or comfort letters); (viii) the fees and expenses of any special experts retained
by the Company in connection with such registration and (ix) the fees and expenses of one legal
counsel selected by the holders of a majority-in-interest of the Registrable Securities included in
such registration. The Company shall have no obligation to pay any underwriting discounts or
selling commissions attributable to the Registrable Securities being sold by the holders thereof,
which underwriting discounts or selling commissions shall be borne by such holders. Additionally,
in an underwritten offering, all selling shareholders and the Company shall bear the expenses of
the underwriter.



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     6. Lock-Up



     The Subscriber, and his desgnees, shall not sell, assign, hypothecate, or transfer any of the
Warrants or Warrant Shares, until the earlier of the consummation of a Business Combination (as
hereinafter defined) or liquidation of the Company, provided however , that no such sale,
assignment, hypothecation or transfer may be effected unless, in each case, it is made in
accordance with transfer restrictions set forth in Regulation S and the Securities Act. As used
herein, a “Business Combination” shall mean an acquisition by merger, capital stock exchange, asset
or stock acquisition, or other similar business combination with one or more businesses with
agreements to acquire an operating business in the maritime shipping industry selected by the
Company.



     7. Waiver of Liquidation Distributions



     In connection with the Warrants purchased pursuant to this Agreement, the Subscribers hereby
waive any and all right, title, interest or claim of any kind in or to any liquidating
distributions by the Company in the event of a liquidation of the Company upon the Company’s
failure to timely complete a Business Combination. For purposes of clarity, in the event the
Subscribers purchase shares of Common Stock in the IPO or in the aftermarket such shares shall be
eligible to receive any liquidating distributions by the Company.



     8. Governing Law; Jurisdiction; Waiver of Jury Trial



     This Agreement shall be governed by and construed in accordance with the laws of the State of
New York. The parties hereto hereby waive any right to a jury trial in connection with any
litigation pursuant to this Agreement and the transactions contemplated hereby.



     9. Assignment; Entire Agreement; Amendment



     9.1 Assignment. Neither this Agreement nor any rights hereunder may be assigned by any
party to any other person other than by Subscriber to a person agreeing to be bound by the terms
hereof.



     9.2 Entire Agreement. This Subscription Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter thereof and merges and supersedes all
prior discussions, agreements and understandings of any and every nature among them.



     9.3 Amendment. Except as expressly provided in this Agreement, neither this Agreement
nor any term hereof may be amended, waived, discharged or terminated other than by a written
instrument signed by the party against whom enforcement of any such amendment, waiver, discharge,
or termination is sought.



     9.4 Binding Upon Successors. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and to their respective heirs, legal representatives, successors and
assigns.



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     10. Notices; Indemnity



     10.1 Notices. Unless otherwise provided herein, any notice or other communication to a
party hereunder shall be sufficiently given if in writing and personally delivered or sent by
facsimile with copy sent in another manner herein provided or sent by courier (which for all
purposes of this Agreement shall include Federal Express or other recognized overnight courier) or
mailed to said party by certified mail, return receipt requested, at its address provided for
herein or such other address as either may designate for itself in such notice to the other and
communications shall be deemed to have been received when delivered personally, on the scheduled
arrival date when sent by next day or 2-day courier service, or if sent by facsimile upon receipt
of confirmation of transmittal or, if sent by mail, then three days after deposit in the mail.



     10.2 Indemnification. Each party shall indemnify the other against any loss, cost or
damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s
breach of any representation, warranty, covenant or agreement in this Agreement.



     11. Counterparts



     This Agreement may be executed in any number of counterparts, each of which shall be
enforceable against the parties actually executing such counterparts, and all of which together
shall constitute one instrument.



     12. Survival; Severability



     12.1 Survival. The representations, warranties, covenants and agreements of the
parties hereto shall survive the Closing.



     12.2 Severability. In the event that any provision of this Agreement becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision; provided that no such severability
shall be effective if it materially changes the economic benefit of this Agreement to any party.



     13. Titles and Subtitles



     The titles and subtitles used in this Agreement are used for convenience only and are not to
be considered in construing or interpreting this Agreement.



	 	 	 	 	 
	Name of the Subscriber:

	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	     (Please print legibly)






     Number of Warrants Being Subscribed:



     Aggregate Purchase Price:



     Date of Subscription: ___, 2007



     Place of Residency and/or Principal Place of Business:



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     Telephone:
                    



     Fax:                     


This
subscription is accepted by the Company on the ___ day of ___, 2007.




	 	 	 	 	 
	 	 	SEANERGY MARITIME CORP.
	 
	 	 	 	 
	Date:

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: Panagiotis Zafet
	 

	 	 	 	Title: Chief Executive Officer and Chairman
	 
	 	 	 	 
	 

	 	 	 	SUBSCRIBER:
	 
	 	 	 	 
	 

	 	 	 	(Please sign here)
	 
	 	 	 	 
	 

	 	 	 	                                        
	 

	 	 	 	(Please print your name here)







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