EX-4.4



 







Exhibit 4.4



WARRANT CERTIFICATE




	 	 	 	 	 	 	 
	NUMBER
	 	 	 	 	 	 
	 
	 	—	 	WARRANTS
	 	 	 	 	 	 	 





(SEE REVERSE SIDE FOR LEGEND)

(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

NEW YORK CITY TIME, , 2011




SEANERGY MARITIME CORP.




CUSIP




WARRANT




THIS CERTIFIES THAT, for value received



is the registered holder of a Warrant or Warrants expiring
                                        
 ,                     
(the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value
$.0001 per share (“Shares”), of SEANERGY MARITIME CORP., a Marshall Islands corporation (the
“Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder
thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a
business combination with a target business or (ii)
                                        
 ,                      , such
number of Shares of the Company at the price of $6.50 per share (the “Warrant Price”), upon
surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of
the Warrant Agent, [                       ] (such payment to be made by check made payable to
the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant
Agreement between the Company and [                      ]. The Warrant Agreement provides that
upon the occurrence of certain events the Warrant Price and the number of Warrant Shares
purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be
adjusted. The term “Warrant Price” as used in this Warrant Certificate refers to the price per
Share at which Shares may be purchased at the time the Warrant is exercised.



In lieu of exercising this Warrant for cash the holder thereof may elect to receive shares equal to
the value (as determined below) of this Warrant (or the portion thereof being exercised) by
surrender of this Warrant at the principal office of the Company together with the properly
endorsed Subscription Form in which event the Company shall issue to the Holder a number of Shares
computed using the following formula:




	 	 	 	 	 	 	 	 	 
	 
	 	X=Y	 	(A-B)	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	A	 	 	 	 






     Where X = the number of Shares to be issued to the Holder



     Y= the number of Shares purchasable under the Warrant or, if only a portion of the Warrant is
being exercised, the portion of the Warrant being exercised (at the date of such calculation)



     A= the Fair Market Value of one share of the Company’s Common Stock (at the date of such
calculation)



 









 





     B= Warrant Price (as adjusted to the date of such calculation)



     For purposes hereof, the “Fair Market Value” of a share of Common Stock as of a particular
date (a “Determination Date”) shall mean:




          (a) If the Company’s Common Stock is traded on the American Stock Exchange or another
national exchange or is quoted on the National or SmallCap Market of The Nasdaq Stock Market,
Inc. (“Nasdaq”), then the average of the closing or last sale price, respectively, reported
for the last five business days immediately preceding the Determination Date.




          (b) If the Company’s Common Stock is not traded on the American Stock Exchange or
another national exchange or on the Nasdaq but is traded on the NASD OTC Bulletin Board or
the National Quotation Bureau’s Pink Sheets, then the average of the mean of the average of
the closing bid and asked prices reported for the last five business days immediately
preceding the Determination Date.




          (c) Except as provided in clause (d) below, if the Company’s Common Stock is not
publicly traded, then as the holder thereof and the Company agree or in the absence of
agreement by arbitration in accordance with the rules then in effect of the American
Arbitration Association, before a single arbitrator to be chosen from a panel of persons
qualified by education and training to pass on the matter to be decided.




          (d) If the Determination Date is the date of a liquidation, dissolution or winding up,
or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company’s
Articles of Incorporation, then all amounts to be payable per share to holders of the Common
Stock pursuant to the Articles of Incorporation in the event of such liquidation, dissolution
or winding up, plus all other amounts to be payable per share in respect of the Common Stock
in liquidation under the charter, assuming for the purposes of this clause (d) that all of
the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the
Determination Date.



     No fraction of a Share will be issued upon any exercise of a Warrant. If, upon exercise of a
Warrant, a holder would be entitled to receive a fractional interest in a Share, the Company will,
upon exercise, round up to the nearest whole number the number of shares of common stock to be
issued to the warrant holder.



     Upon any exercise of the Warrant for less than the total number of full Shares provided for
herein, there shall be issued to the registered holder hereof or his assignee a new Warrant
Certificate covering the number of Shares for which the Warrant has not been exercised.



     Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the
registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in
the manner and subject to the limitations provided in the Warrant Agreement, but without payment of
any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants.



     Upon due presentment for registration of transfer of the Warrant Certificate at the office or
agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange
for this Warrant Certificate, subject to



 









 







the limitations provided in the Warrant Agreement, without charge except for any applicable
tax or other governmental charge.



     The Company and the Warrant Agent may deem and treat the registered holder as the absolute
owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary.



     This Warrant does not entitle the registered holder to any of the rights of a stockholder of
the Company.



     All the covenants and provisions of this Warrant by or for the benefit of the Company or the
holder hereof shall bind and inure to the benefit of their respective successors and assigns.



	 	 	 
	By
	 	 
	 
	 	 
	 

	 	 
	Secretary

	 	      Chief Executive Officer






 









 






SUBSCRIPTION FORM




To Be Executed by the Registered Holder in Order to Exercise Warrants



The undersigned, pursuant to the provisions set forth in the attached Warrant (No.
                     ), hereby
irrevocably elects to purchase (check applicable box):



___                           shares of
the Common Stock covered by such Warrant; or



___      the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless
exercise procedure set forth therein.



The undersigned herewith makes payment of the full Warrant Price for such shares at the price per
share provided for in such Warrant, which is $                    . Such payment takes the form of (check
applicable box or boxes):



___      $                     in lawful money
of the United States; and/or



___      the cancellation of such portion of the attached Warrant as is exercisable for
a total of                      shares of Common Stock (using a Fair Market Value of
$                     per share for purposes of
this calculation); and/or



___      the cancellation of such number of shares of Common Stock as is necessary, in accordance with
the formula set forth in the Warrant, to exercise this Warrant with respect to the maximum number
of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth
therein.



The undersigned requests that Certificates for such shares shall be issued in the name of




      



(PLEASE TYPE OR PRINT NAME AND ADDRESS)




      




      




      



(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)




	 	 	 	 	 
	and be delivered to
	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(PLEASE PRINT OR TYPE NAME AND ADDRESS)






      




and, if such number of Warrants shall not be all the Warrants evidenced by
this Warrant Certificate, that a new Warrant Certificate for the balance of
such Warrants be registered in the name of, and delivered to, the Registered
Holder at the address stated below:




	 	 	 	 	 	 
	Dated:
	 	 	 	 	
	 
	 	 	 	 	
	 

	 	 
	 	     (SIGNATURE)	
	 
	 	 	 	 	
	 	 	 	 	 	
	 

	 	 	 	     (ADDRESS)	
	 
	 	 	 	 	
	 	 	 	 	 	
	 
	 	 	 	 	
	 	 	 	 	 	
	 

	 	 	 	     (TAX IDENTIFICATION NUMBER)	






 









 





ASSIGNMENT




To Be Executed by the Registered Holder in Order to Assign Warrants



For Value Received,
                                        
                    
 hereby sell, assign and transfer unto




      



(PLEASE TYPE OR PRINT NAME AND ADDRESS)




      




      




      



(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)




	 	 	 	 	 
	and be delivered to
	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(PLEASE PRINT OR TYPE NAME AND ADDRESS)





                                       
                      of the Warrants represented by this Warrant Certificate, and hereby
irrevocably constitute and appoint
                                        
                                   
                         
Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.




	 	 	 	 	 	 
	Dated:
	 	 	 	 	
	 
	 	 	 	 	
	 

	 	 
	 	     (SIGNATURE)	





THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON
THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF
THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.