EX-10.9



 




Exhibit 10.9


INVESTMENT MANAGEMENT TRUST AGREEMENT




     This Agreement is made as of [ ], 2007 by and between Seanergy Maritime Corp. (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).



     WHEREAS, the Company’s Registration Statement on Form F-1, File No. 333-      (“Registration Statement”), for its initial public offering (the “IPO”) of units (the “Units”) of
the Company, 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”), has been
declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange
Commission (the “Commission”); and



     WHEREAS, the Company has sold an aggregate of 11,600,000 warrants in a private placement (the
“Placement”) pursuant to Regulation S promulgated by the Commission pursuant to the Securities Act
of 1933, as amended (the “Act”); and



     WHEREAS, Maxim Group LLC (“Maxim”) is acting as the representative of the several underwriters
(the “Underwriters”) in the IPO; and



     WHEREAS, as described in the Company’s Registration Statement, (i) in accordance with the
Company’s Second Amended and Restated Certificate of
Incorporation, $141,910,000 of the net
proceeds of the IPO ($164,409,750 if the Underwriters’ over-allotment option is exercised in full),
(ii) in accordance with the Subscription Agreement, dated as of [          ], 2007, among the
Company, Maxim and certain purchasers, $8,090,000 of the net proceeds of the Placement (together
with the IPO proceeds, the “Base Deposit”), (iii) in accordance with the Underwriting Agreement,
dated [          ], 2007, between the Company and Maxim, as representative of the Underwriters, an
additional $3,375,000 ($4,218,750 if the Underwriters’ over-allotment option is exercised in full),
representing a portion of the Underwriters’ discount (the “Contingent Discount”), $153,375,000
($176,718,750 if the Underwriters’ over-allotment option is exercised in full) will be delivered to
the Trustee as of [ ], 2007 to be deposited and held in a trust account for the benefit of
the Company, the public holders of the Common Stock underlying the Units and Maxim [and the
Underwriters]. The aggregate amount to be delivered to the Trustee, and all interest or dividend
income received with respect thereof, will be referred to herein as the “Property,” the
shareholders for whose benefit the Trustee shall hold the Property will be referred to as the
“Public Shareholders,” and the Public Shareholders, the Company and Maxim [and the Underwriters]
will be referred to together as the “Beneficiaries”; and



     WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the Property;



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



     1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:



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          (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this
Agreement, in a segregated trust account (the “Trust Account”) established by the Trustee with
Deutsche Bank Trust Company;



          (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set
forth herein;



          (c) In a timely manner, upon the written instruction of the Company, to invest and reinvest
the Property in “government securities,” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the “1940 Act”) and having a maturity of 180 days or less or in
any money market fund meeting the conditions specified in paragraphs (c)(2), (c)(3) and (c)(4) of
Rule 2a-7 promulgated under the 1940 Act, as amended, as determined by the Company;



          (d) Collect and receive, when due, all principal and income arising from the Property, which
shall become part of the “Property,” as such term is used herein;



          (e) Notify within two (2) business days the Company and Maxim of all communications received
by it with respect to any Property requiring action by the Company;



          (f) Supply any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of the tax returns for the Trust Account or the Company;



          (g) Participate in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company and/or Maxim to do so;



          (h) Render to the Company and to Maxim, and to such other person as the Company may instruct,
monthly written statements of the activities of and amounts in the Trust Account reflecting all
receipts and disbursements of the Trust Account;



          (i) Commence liquidation of the Trust Account upon receipt of a letter (“Termination Letter”),
in a form substantially similar to that attached hereto as Exhibit A or Exhibit B
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account
as directed in the Termination Letter and the other documents referred to therein as part of the
Company’s plan of dissolution and liquidation. The Trustee understands and agrees that, except as
provided in Section 1(j) and Section 2 hereof, disbursements from the Trust Account shall be made
only pursuant to a duly executed Termination Letter. In all cases, the Trustee shall provide the
Representative with a copy of any Termination Letters and/or any other correspondence that it
receives with respect to any proposed withdrawal from the Trust Account within two (2) business
days of receiving the same; and



          (j) In the event the Company fails to consummate a Business Combination (as defined herein) by
                    , 2009 [twenty four months from the date of this Agreement] (the “Termination Date”), to
commence
liquidation of the Trust Account as part of the company’s plan of dissolution and liquidation. The
Trustee, upon consultation with the Company and the Representative, shall deliver a notice (the
“Termination Notice”) to the Public



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Shareholders of record as of the Termination Date and the Underwriters (collectively with the
Public Shareholders, the “Beneficiaries”) by U.S. mail or via the Depository Trust Company (the
“DTC”) within five (5) days of the Termination Date and shall take such other actions as it may
deem necessary to inform the Beneficiaries of the Termination Date. The Trustee shall deliver to
each Public Shareholder its ratable share of the Property against satisfactory evidence of deliver
to the Company (through DTC, its Deposit Withdraw Agent Commission (“DWAC”) system or as otherwise
presented to the Trustee) by the Public Shareholder of the stock certificates representing the
shares of Common Stock it holds. As used in this Agreement, the term “Business Combination” means
the acquisition by the Company, through merger, capital stock exchange, asset acquisition or other
similar business combination with, one or more operating businesses in the shipping maritime
industry, although the Company will not be limited to pursuing acquisition opportunities only
within that industry, as more fully described in the prospectus forming a part of the Registration
Statement.



     2. Limited Distributions of Income on Property.



          (a) Upon receipt by the Trustee of an officer’s certificate executed by the Chief Executive
Officer and the Chief Financial Officer of the Company certifying as true, accurate and complete a
copy of any tax return required to be filed on behalf of the Trust Account in respect of income
earned on the Property held therein, the Trustee shall deliver to the Company for submission to the
appropriate taxing authority a check made payable to the order of such taxing authority in the
amount required to pay such taxes; provided, however, that in no event shall the aggregate amount
of all checks issued to taxing authorities pursuant to this Section 2(a) exceed the income in
respect of which such taxes are due and owing.



          (b) Upon receipt by the Trustee of an officer’s certificate executed by the Chief Executive
Officer and Chief Financial Officer of the Company certifying that such distribution pursuant to
this Section 2(b) shall only be used to pay the costs and expenses associated with the exercise of
the Underwriters’ over-allotment option (in order to ensure that at all times there is a minimum of
$10.00 per share held in the trust account), the Trustee shall distribute to the Company up to a
maximum of $506,250 (in proportion to the portion of the over-allotment option exercised by the
Underwriters) of the interest income earned on the Base Deposit through the last day of the month
immediately preceding the date of receipt of the Company’s written request pursuant to this Section
2(b).



          (c) Upon receipt by the Trustee of an executed Certificate for Quarterly Distributions, a form
of which is attached as Exhibit C hereto, the Trustee shall make quarterly distributions of
the interest income earned on the Base Deposit (less any taxes payable by the Company and exclusive
of interest earned on the Contingent Discount) on a pro rata basis to the Public Shareholders of
record on the last business day of each quarter until the earlier of the consummation of a Business
Combination or the Company’s dissolution and liquidation; provided, however, the
Company’s shareholders prior to the IPO shall not be entitled to such quarterly distributions with
respect to their shares of Common Stock held prior to the IPO. In the event of the exercise of the
Underwriters’ over-allotment option, the first quarterly distribution pursuant to this Section 2(c)
shall be reduced by up to a maximum of $506,250 (in proportion to the portion of the over-allotment
option exercised) distributed in accordance with Section 2(b)



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hereof to replace the costs and expenses associated with the exercise of the Underwriters’
over-allotment option.



          (d) Upon receipt by the Trustee of the Termination Letter, accompanied by an officer’s
certificate executed by the Chief Executive Officer and Chief Financial Officer of the Company
certifying as true, accurate and complete: (i) a statement of the amount of actual expenses
incurred or, where known with reasonable certainty, imminently to be incurred by the Company in
connection with its dissolution and liquidation, including any fees and expenses incurred or
imminently to be incurred by the Company in connection with its plan of dissolution and
distribution, (ii) any amounts due to pay creditors or required to be reserved for payment to
creditors, and (iii) the sum of (i) and (ii), the Trustee shall distribute to the Company an amount
up to a maximum of the sum of (i) and (ii) as indicated in the officer’s certificate provided in
accordance with this Section 2(d); provided, however, that any distribution
pursuant to this Section 2(d) shall only be used to fund the amount of actual expenses incurred or
imminently to be incurred by the Company in connection with its plan of dissolution and
liquidation.



          (e) Except as provided in this Section 2, no other distributions from the Trust Account shall
be permitted except in accordance with Sections 1(i) and 1(j) hereof.



          (f) It is acknowledged and agreed by the parties hereto that with respect to all requests for
distributions to or on behalf of the Company pursuant to this Section 2 the Trustee’s only
responsibility is to follow the instructions of the Company except as provided in Section 1(j).



     3. Agreements and Covenants of the Company. The Company hereby agrees and covenants:



          (a) To provide all instructions to the Trustee hereunder in writing, signed by the Company’s
Chief Executive Officer and Chief Financial Officer, with a copy to the Representative. In
addition, except with respect to its duties under paragraph 1(i), 1(j) and 3(i), the Trustee shall
be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or
instruction which it in good faith believes to be given by any one of the persons authorized above
to give written instructions; provided, however, that the Company and/or the
Representative shall promptly confirm such instructions in writing;



          (b) To hold the Trustee harmless and indemnify the Trustee from and against any and all
expenses, including reasonable counsels’ fees and disbursements, or loss suffered by the Trustee in
connection with any action, suit or other proceeding brought against the Trustee involving any
claim, or in connection with any claim or demand which in any way arises out of or relates to this
Agreement, the services of the Trustee hereunder, or the Property or any income earned from
investment of the Property, except for expenses and losses resulting from the Trustee’s gross
negligence, willful misconduct or bad faith. Promptly after the receipt by the Trustee of notice of
demand or claim or the commencement of any action, suit or proceeding, pursuant to which the
Trustee intends to seek indemnification under this paragraph, it shall notify the Company in
writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Company shall have
the right to conduct and manage the defense against such Indemnified Claim, provided that the
Company shall obtain the consent of the Trustee with respect to the



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selection of counsel, which consent shall not be unreasonably withheld. Neither the Company
nor the Trustee may agree to settle any Indemnified Claim without the prior written consent of the
other party. The Trustee may participate in such action with its own counsel at its own expense;



          (c) To pay the Trustee an initial acceptance fee, an annual fee and a transaction processing
fee for each disbursement made pursuant to this Agreement, as set forth on Schedule A hereto, which
fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees and further agreed that said transaction
processing fees shall be deducted by the Trustee from the disbursements made to the Company
pursuant to Section 2(b). The Company shall pay the Trustee the initial acceptance fee and first
year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date.
The Trustee shall refund to the Company the annual fee (on a pro rata basis) with respect to any
period after the liquidation of the Trust Fund. The Company shall not be responsible for any other
fees or charges of the Trustee except as set forth in this Section 3(c) and as may be provided in
Section 3(b) hereof (it being expressly understood that the Property shall not be used to make any
payments to the Trustee under such section);



          (d) That, in the event that the Company consummates a Business Combination and the Trust
Account is liquidated in accordance with Section 1(i) hereof, the Trustee or another independent
party designated by the Representative shall act as the inspector of election to certify the
results of the shareholder vote and the Public Shareholder vote;



          (e) That the Termination Letter referenced in Sections 1(i) and 3(i) hereof shall require the
Company’s Chief Executive Officer and Chief Financial Officer to each certify the following as
applicable: either (A) that (1) prior to the Termination Date, the Company has entered into a
Business Combination with a target business, the terms of which are consistent with the
requirements set forth in the Registration Statement; and (2) the Company’s board of directors has
approved the Business Combination pursuant to a unanimous written consent or (B) that the Company
failed to consummate a Business Combination prior to the Termination Date and that the Company
shall be dissolved and liquidated in accordance with its Amended and Restated Certificate of
Incorporation. A copy of such consent and the definitive agreement relating to the Business
Combination so approved shall be attached as an exhibits to the Termination Letter;



          (f) In connection with any vote of the Company’s stockholders regarding a Business
Combination, to provide to the Trustee an affidavit or certificate (the “Report”) of a firm
regularly engaged in the business of soliciting proxies and tabulating stockholder votes (which
firm may be the Trustee) verifying the vote of the Company’s shareholders and Public Shareholders
regarding such Business Combination. Such Report shall be attached as an exhibit to the
Termination Letter, as applicable;



          (g) Within five (5) business days after the Underwriters’ over-allotment option (or any
unexercised portion thereof) expires or its exercise in full, to provide the Trustee notice in
writing (with a copy to the Underwriters) of the total amount of the Contingent Discount, which
shall in no event be less than $3,375,000; and



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          (h) As soon as practicable after the Termination Date, to instruct the Trustee to commence
liquidation of the Trust Account as part of the Company’s plan of dissolution and liquidation. The
Trustee, after consultation with the Company and the Representative, shall deliver the Termination
Notice to the Public Shareholders and ratably apportion the Trust Account to the Public
Shareholders in accordance with Section 1(j) hereof.



     4. Limitations of Liability. The Trustee shall have no responsibility or liability to:



          (a) Take any action with respect to the Property, other than as directed in Sections 1 and 2
hereof and the Trustee shall have no liability to any party except for liability arising out of its
own gross negligence, willful misconduct or bad faith;



          (b) Institute any proceeding for the collection of any principal and income arising from, or
institute, appear in or defend any proceeding of any kind with respect to, any of the Property
unless and until it shall have received written instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any
expenses incident thereto;



          (c) Change the investment of any Property, other than in compliance with Section 1(c);



          (d) Refund any depreciation in principal of the Property;



          (e) Assume that the authority of any person designated by the Company to give instructions
hereunder shall not be continuing unless provided otherwise in such designation, or unless the
Company shall have delivered a written revocation of such authority to the Trustee;



          (f) The Company or to anyone else for any action taken or omitted by it, or any action
suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment,
except for its gross negligence, willful misconduct or bad faith. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or
document (not only as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth and acceptability of any information therein contained) which is believed
by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or
persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a
written instrument delivered to the Trustee signed by the proper party or parties and, if the
duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;



          (g) Verify the correctness of the information set forth in the Registration Statement or to
confirm or assure that any acquisition made by the Company or any other action taken by it is as
contemplated by the Registration Statement; and



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          (h) Pay any taxes on behalf of the Trust Account (it being expressly understood that the
Trustee’s sole obligation with respect to taxes shall be to issue the checks with respect thereto
provided for by Section 2(a) hereof).



     5. Certain Rights of Trustee.



          (a) Before the Trustee acts or refrains from acting, it may require an officers’ certificate
or opinion of counsel or both. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on such officers’ certificate or opinion of counsel. The Trustee may
consult with counsel and the advice of such counsel or any opinion of counsel shall be full and
complete authorization and protection from liability in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon.



          (b) The Trustee may act through its attorneys and agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care.



          (c) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this
Agreement.



          (d) The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Agreement; it shall not be accountable for the Company’s use of the proceeds from
the Trust Account. Notwithstanding the effective date of this Agreement or anything to the contrary
contained in this Agreement, the Trustee shall have no liability or responsibility for any act or
event relating to this Agreement or the transactions related thereto which occurs prior to the date
of this Agreement, and shall have no contractual obligations to the Beneficiaries until the date of
this Agreement.



     6. No Right to Set-off. The Trustee waives any right of set-off or any right, title,
interest or claim of any kind that the Trustee may have against the Property held in the Trust
Account. In the event that the Trustee has a claim against the Company under this Agreement,
including without limitation, under Section 3(b) hereof, the Trustee will pursue such claim solely
against the Company and not against the Property.



     7. Termination. This Agreement shall terminate as follows:



          (a) If the Trustee gives written notice to the Company that it desires to resign under this
Agreement, the Company shall use its reasonable efforts to locate a successor trustee during which
time the Trustee shall continue to act in accordance with the terms of this Agreement. At such
time that the Company notifies the Trustee that a successor trustee has been appointed by the
Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer
the management of the Trust Account to the successor trustee, including, but not limited to, the
transfer of copies of the reports and statements relating to the Trust Account, whereupon this
Agreement shall terminate; provided, however, that, in the event that the Company does not locate a
successor trustee within ninety days of receipt of the resignation notice from the Trustee, the
Trustee may, but shall not be obligated to, submit an application to have the Property deposited
with the United States District Court for the Southern District of



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New York and upon such deposit, the Trustee shall be immune from any liability whatsoever that
arises due to any actions or omissions to act by any party after such deposit;



          (b) At such time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of Section 1(i) hereof, and distributed the Property in accordance
with the provisions of the Termination Letter, this Agreement shall terminate except with respect
to Section 3(b); or



          (c) On
                    , 2009 [twenty four months from the date of this Agreement], when the Trustee deposits
the Property with the United States District Court for the Southern District of New York in the
event that, prior to such date, the Trustee has not received a Termination Letter from the Company.



     8. Miscellaneous.



          (a) The Company and the Trustee each acknowledge that the Trustee will follow the security
procedures set forth below with respect to funds transferred from the Trust Account. Upon receipt
of written instructions, the Trustee will confirm such instructions with an Authorized Individual
at an Authorized Telephone Number listed on the attached Exhibit D. The Company and the
Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to
believe unauthorized persons may have obtained access to such information, or of any change in its
authorized personnel. In executing funds transfers, the Trustee will rely upon account numbers or
other identifying numbers of a beneficiary, beneficiary’s bank or intermediary bank, rather than
names. The Trustee shall not be liable for any loss, liability or expense resulting from any error
in an account number or other identifying number, provided it has accurately transmitted the
numbers provided.



          (b) 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 conflict of laws. It may be executed in several
counterparts, each one of which shall constitute an original, and together shall constitute but one
instrument. Facsimile signatures shall constitute original signatures for all purposes of this
Agreement.



          (c) This Agreement contains the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof. This Agreement or any provision hereof may only be changed,
amended or modified by a writing signed by each of the parties hereto; provided, however, that no
such change, amendment or modification may be made without the prior written consent of Maxim, who,
along with each other Underwriter, the parties specifically agree, is and shall be a third party
beneficiary for purposes of this Agreement; and provided further, any amendment to Section 3(i)
shall require the consent of all of the Public Shareholders. As to any claim, cross-claim or
counterclaim in any way relating to this Agreement, each party waives the right to trial by jury.



          (d) The parties hereto consent to the jurisdiction and venue of any state or federal court
located in the State and County of New York for purposes of resolving any disputes hereunder. The
parties hereto irrevocably submit to such jurisdiction, which jurisdiction shall be



8









 







exclusive, and hereby waive any objection to such exclusive jurisdiction and accept such
venue, and waive any objection that such courts represent an inconvenient forum.



          (e) Any notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or by
facsimile transmission:


if to the Trustee, to:

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson

Fax No.: (212) 509-5150



if to the Company, to:

Seanergy Maritime Corp.

c/o Balthellas Chartering S.A.

10, Amfitheas Avenue

17564 P. Faliro

Athens, Greece

Attn: Panagiotis Zafet

Fax No.: [ ]



in either case with a copy to:



Maxim Group LLC

405 Lexington Avenue

New York, New York 10174

Attn: Clifford A. Teller

Fax No.: (212) 895-3783



and



Ellenoff Grossman & Schole LLP

370 Lexington Avenue, 19th Floor

New York, New York 10017

Attn: Douglas S. Ellenoff

Fax No.: (212) 370-7889



and



Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attn: Mitchell S. Nussbaum

Fax No.: (212) 407-4990




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          (f) This Agreement may not be assigned by the Trustee without the prior written consent of the
Company and Maxim.



          (g) Each of the Trustee and the Company hereby represents that it has the full right and power
and has been duly authorized to enter into this Agreement and to perform its respective obligations
as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or
proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.



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IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of
the date first written above.



CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee




	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Steven G. Nelson	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	SEANERGY MARITIME CORP.	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Panagiotis Zafet	 	 
	 	 	Title:	 	Co-Chairman of the Board of Directors and Chief Executive Officer






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EXHIBIT A




[Letterhead of Company]




[Insert date]




Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson



Re: Trust Account No. [ ] Termination Letter




Ladies and Gentlemen:




     Pursuant to Section 1(i) of the Investment Management Trust Agreement (the “Trust Agreement”)
between Seanergy Maritime Corp. (“Company”) and Continental Stock Transfer & Trust Company
(“Trustee”), dated as of                     , 2007, the undersigned hereby certify that the Company has entered into
an agreement (“Business Agreement”) with
                                        
(“Target Business”) to consummate a
business combination with Target Business (“Business Combination”) on or about [                    ]. Such
Business Combination was approved by the Company’s board of Directors by unanimous written consent.
A copy of such consent and the Agreement are attached as exhibits A and B, respectively, hereto.
The Company shall notify you at least 48 hours in advance of the actual date of the consummation of
the Business Combination (“Consummation Date”). Capitalized words used herein and not otherwise
defined shall have the meanings ascribed to them in the Trust Agreement.



     In accordance with paragraph 2 of Article 6 of the Amended and Restated Certificate of
Incorporation of the Company, the Business Combination has been approved by the shareholders of the
Company and by the Public Shareholders holding a majority of the IPO Shares, and Public
Shareholders holding one share less than 30.0% of the IPO Shares have voted against the Business
Combination and given notice of exercise of their redemption rights described in paragraph 3 of
Article 6 of the Amended and Restated Certificate of Incorporation of the Company. Pursuant to
Section 2(e) of the Trust Agreement, we are providing you with a certificate of                      (the
“Report”), the inspector of elections, which verifies the vote of the Company’s shareholders and
the Public Shareholders in connection with the Business Combination. A copy of such Report is
attached as Exhibit C hereto. In accordance with the terms of the Trust Agreement, we hereby
authorize you to commence liquidation of the Trust Account to the effect that, on the Consummation
Date, all of funds held in the Trust Account, including the Contingent Discount plus interest
income thereon, will be immediately available for transfer to the account or accounts that the
Company and the Representative shall direct jointly in writing (the “Disbursement Instructions”).



 









 





     On the Consummation Date (i) counsel for the Company shall deliver to you written notification
that the Business Combination has been consummated or will, concurrently with your transfer of
funds to the accounts as directed by the Company, be consummated, and (ii) the Company shall
deliver to you the Disbursement Instructions. You are hereby directed and authorized to transfer
the funds held in the Trust Account immediately upon your receipt of the counsel’s letter, the
Report, evidence of delivery of the Stock Certificates and the Disbursement Instructions. In the
event that certain deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company of the same and the Company shall direct you as
to whether such funds should remain in the Trust Account and be distributed after the Consummation
Date to the Company or be distributed immediately and the penalty incurred. Upon the distribution
of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be
terminated.



     In the event that the Business Combination is not consummated on the Consummation Date
described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then the funds held in the Trust Account shall be reinvested as
provided in the Trust Agreement on the business day immediately following the Consummation Date as
set forth in the notice.



	 	 	 	 	 
	 	Very truly yours,





SEANERGY MARITIME CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	Panagiotis Zafet 	 
	 	 	Title:  	Co-Chairman of the Board of	 
	 	 	Directors and Chief Executive Officer 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Alexis Komninos 	 
	 	 	Title:  	Chief Financial Officer and
Treasurer 	 
	 



cc: Maxim Group LLC





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EXHIBIT B




[Letterhead of Company]




[Insert date]

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson



Re: Trust Account No. [ ] Termination Letter




Ladies and Gentlemen:




     Pursuant to paragraphs 1(i) and 2(d) of the Investment Management Trust Agreement (the “Trust
Agreement”) between Seanergy Maritime Corp. (“Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of                     , 2007, the undersigned hereby certify that the
Company failed to consummate a Business Combination prior to the Termination Date and that the
Company shall be dissolved and liquidated in accordance with its Amended and Restated Certificate
of Incorporation.



     In accordance with Section 1(j) and 3(c) of the Trust Agreement, we hereby authorize you to
commence liquidation of the Trust Account as part of the Company’s plan of dissolution and
liquidation. Furthermore, in accordance with Section 2(d) of the Trust Agreement, you are hereby
authorized to pay the actual expenses or the expenses imminently to be incurred in connection with
the Company plan of dissolution and liquidation pursuant to the officers’ certificate attached as
Exhibit A hereto. You will notify the Company in writing as to when all of the funds in the Trust
Account will be available for immediate transfer (“Transfer Date”) in accordance with the terms of
the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon
the payment of all the funds in the Trust Account, the Trust Agreement shall be terminated.



3









 





	 	 	 	 	 
	 	Very truly yours,





SEANERGY MARITIME CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	Panagiotis Zafet 	 
	 	 	Title:  	Co-Chairman of the Board of
	 
	 	 	
Directors and Chief Executive Officer 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Alexis Komninos 	 
	 	 	Title:  	Chief Financial Officer and
Treasurer 	 
	 



Cc: Maxim Group LLC





4









 





EXHIBIT C




CERTIFICATE FOR QUARTERLY DISTRIBUTIONS




[Insert date]




[                    ]




[address]




Attn: [                    ]




Attn:



Re: Trust Account No. [ ] Termination Letter




     Pursuant to paragraph 2(c) of the Investment Management Trust Agreement between Seanergy
Maritime Corp. (“Company”) and [                    ] (“Trustee”), dated as of
                    , 2007
(“Trust Agreement”), you are instructed to distribute to the Company’s stockholders of record as of
                    , 200_, interest income earned on the Trust Account (as defined in the Trust Agreement)
during the quarter ended                     , 200_, pursuant to the instructions attached hereto as Schedule A.
Attached hereto is a copy of the minutes of the meeting of the Board of Directors of the Company
approving the record date and distribution, certified by the Secretary of the Company as true and
correct and in full force and effect.



	 	 	 	 	 
	 	Very truly yours,



SEANERGY MARITIME CORP.

 	 
	 	By:  	 	 
	 	 	Panagiotis Zafet
 	 
	 	 	Chief Executive Officer and Co-
Chairman 	 
	 



Cc: Maxim Group LLC





5









 





EXHIBIT D




	 	 	 
	AUTHORIZED INDIVIDUAL(S)	 	AUTHORIZED
	FOR TELEPHONE CALL BACK	 	TELEPHONE NUMBER(S)
	Company:
	 	 
	 
	 	 
	Seanergy Maritime Corp.
	 	 
	c/o Balthellas Chartering S.A.
	 	 
	10, Amfitheas Avenue
	 	 
	17564 P. Faliro
	 	 
	Athens, Greece
	 	 
	Attn: Panagiotis Zafet Co-Chairman of the Board of
	 	 
	Directors and Chief Executive Officer

	 	()
	 
	 	 
	Representative:
	 	 
	 
	 	 
	Maxim Group LLC
	 	 
	405 Lexington Avenue
	 	 
	New York, New York 10022
	 	 
	Attn: Clifford A. Teller
	 	 
	 
	 	 
	Trustee:
	 	 
	 
	 	 
	Continental Stock Transfer & Trust Company
	 	 
	17 Battery Place
	 	 
	New York, New York 10004
	 	 
	Attn: Steven G. Nelson
	 	 






 









 





SCHEDULE A




Schedule of fees pursuant to Section 3(c) of Investment Management Trust Agreement

between Seanergy Maritime Corp. and

[                    ]




	 	 	 	 	 
	Fee Item	 	Time and method of payment	 	Amount
	Initial acceptance fee

	 	Initial closing of IPO by
wire transfer
	 	$[                    ]
	 
	 	 	 	 
	Annual fee

	 	First year, initial
closing of IPO by wire
transfer; thereafter on
the anniversary of the
effective date of the IPO
by wire transfer or check
	 	$[                    ]
	 
	 	 	 	 
	Transaction processing fee
for disbursements to Company
under Sections 2(a) and 2(b)

	 	Deduction by Trustee from
disbursement made to
Company under Section 2(b)
	 	$[                    ]






Agreed:




Dated:                     , 2007




	 	 	 	 	 
	 	SEANERGY MARITIME CORP.

 	 
	 	By:  	 	 
	 	 	Panagiotis Zafet 	 
	 	 	Chief Executive Officer and

Co-Chairman of the Board of Directors 	 
	 
	 	 CONTINENTAL STOCK TRANSFER & 

TRUST COMPANY

 	 
	 	By:  	
 	 
	 	 	Name:  	Steven G. Nelson 	 
	 	 	Title:  	President