Unassociated Document


    
       

      INVESTMENT
        MANAGEMENT TRUST AGREEMENT

       

      This
        Agreement is made as of _________, 2005 by and between Star Maritime Acquisition
        Corp. (the “Company”) and American Stock Transfer & Trust Company
        (“Trustee”).

       

      WHEREAS,
        the Company’s Registration Statement on Form S-1, No. 333-125662 (“Registration
        Statement”), for its initial public offering of securities (“IPO”) has been
        declared effective as of the date hereof by the Securities and Exchange
        Commission (“Effective Date”); and 

       

      
        WHEREAS,
          the Company has agreed to issue securities in a
          private placement (the “Placement”); and

         

      

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

       

      WHEREAS,
        as described in the Company’s Registration Statement, (i) in accordance with the
        Company’s Certificate of Incorporation, $174,222,025
        of the
        net proceeds of the IPO ($200,825,200
        if
        the
        Underwriters’ over-allotment option is exercised in full), (ii) in accordance
        with the Placement Share Agreement, dated as of December __, 2005, among
        the
        Company, Maxim and certain purchasers $10,452,975 of the net proceeds of
        the
        Placement (together with the IPO proceeds, the “Base Deposit”) and $226,500 of
        Maxim’s placement fees (the “Contingent Fee”), and (iii) in accordance with the
        Underwriting Agreement, dated as of ________, 2005, between the Company and
        Maxim, as representative of the Underwriters, an additional $3,773,500
        ($4,905,550 if the Underwriters’ over-allotment option is exercised in full),
        representing a portion of the Underwriters’ discount (the “Contingent
        Discount”), will be delivered to the Trustee to be deposited and held in a trust
        account for the benefit of the Company, the public holders of the Common
        Stock,
        par value $.0001 per share, of the Company (“Common Stock”) included in the
        units of the Company’s securities issued in the IPO (the “Units”) and the
        Underwriters and, in the event the Units are registered in Colorado, pursuant
        to
        Section 11-51-302(6) of the Colorado Revised Statutes, a copy of which statute
        is attached hereto and made a part hereof. The amount to be delivered to
        the
        Trustee will be referred to herein as the “Property,” the stockholders for whose
        benefit the Trustee shall hold the Property will be referred to as the “Public
        Stockholders,” and the Public Stockholders, the Company and Maxim will be
        referred to together as the “Beneficiaries”). 

       

      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:

       

      (a)  Hold
        the
        Property in trust for the Beneficiaries in accordance with the terms of this
        Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute
        with respect to Public Stockholders resident in Colorado, in a segregated
        trust
        account (“Trust Account”) established by the Trustee with Lehman Brothers Inc.;


       

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

       

      (c)  In
        a
        timely manner, upon the 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 having a maturity of 180 days or less
        or in
        any open ended investment company registered under the Investment Company
        Act of
        1940 that holds itself out as a money market fund meeting the conditions
        of
        paragraphs (c)(2), (c)(3) and (c)(4) under Rule 2a-7 promulgated under the
        Investment Company Act of 1940;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (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
        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;

       

      (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 the Officers’ Certificate
        signed by the Chief Executive Officer and Chief Financial Officer in accordance
        with the terms of a letter (“Termination Letter”), in a form substantially
        similar to that attached hereto as Exhibit
        A
        or
Exhibit
        B,
        signed
        on behalf of the Company by its Chief Executive Officer or Chief Financial
        Officer, and complete the liquidation of the Trust Account and distribute
        the
        Property in the Trust Account only as directed in the Termination Letter
        and the
        other documents referred to therein. 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,
        together with the other documents referenced herein, including, without
        limitation, an independently certified oath and report of inspector of election
        in respect of the stockholder vote in favor of the Business Combination (as
        hereinafter defined). In all cases, the Trustee shall provide Maxim with
        a copy
        of any Termination Letters, Officers’ Certificates and/or any other
        correspondence that it receives with respect to any proposed withdrawal from
        the
        Trust Account promptly after it receives same. As used in this Agreement,
        the
        term “Business Combination” means the acquisition by the Company, through
        merger, capital stock exchange, asset or stock acquisition of, or similar
        business combination with, one or more entities with agreements
        to acquire vessels or an operating business in the shipping
        industry
        as more fully described in the prospectus forming a part of the Registration
        Statement; and

       

      (j)  As
        of the
        date 18 months from the date of this Agreement (the “LOI Termination Date”) (or
        24 months from the date hereof in the event the Company has executed a Letter
        of
        Intent (defined below) prior to the LOI Termination Date but failed to
        consummate a Business Combination (“Second Termination Date”)), commence
        liquidation of the Trust Account. The Trustee, upon consultation with the
        Company and Maxim, shall deliver a notice to Public Stockholders of record
        as of
        the LOI Termination Date or Second Termination Date, whichever the case may
        be,
        by U.S. mail or via the Depository Trust Company (“DTC”), within five days of
        the LOI Termination Date or Second Termination Date, to notify the Public
        Stockholders of such event and take such other actions as it may deem necessary
        to inform the Beneficiaries. The Trustee shall deliver to each Public
        Stockholder its ratable share of the Property against satisfactory evidence
        of
        delivery of the stock certificates by the Public Stockholders to the Company
        through DTC, its Deposit Withdraw Agent Commission (DWAC) system or as otherwise
        presented to the Trustee. Notwithstanding the foregoing, if the Trustee receives
        a bona fide, executed letter of intent, agreement in principle or engagement
        letter (a “Letter of Intent”) for a Business Combination prior to the LOI
        Termination Date accompanied by an Officers’ Certificate as described in Section
        3(e) hereof, then the Trustee shall forego or suspend any liquidation of
        the
        Trust Account until the earlier of a Business Combination or the Second
        Termination Date.

       

      
        
          
          

        

        
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      2.  Limited
        Distributions of Income on Property.
        

       

      (a)  Upon
        receipt by the Trustee of an Officer’s Certificate signed by the Chief Executive
        Officer and 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
        written request from the Company, which may be given not more than once in
        any
        calendar quarter, the Trustee shall distribute to the Company an amount equal
        to
        one-half of the income earned on the Base Deposit, net of taxes payable,
        over
        the Income Threshold (as hereinafter defined) through the last day of the
        month
        immediately preceding the date of receipt of the Company’s request; provided,
        however,
        that
        the maximum amount of distributions, net of taxes, that the Company may request
        and the Trustee shall distribute pursuant to this Section 2(b) shall be
        $2,500,000. For purposes of this Agreement, the “Income Threshold” shall mean
        the product of (i) the number of Units sold to the Underwriters upon exercise
        of
        the Underwriters’ over-allotment option, and (ii) $.20. (If the Underwriters’
        over-allotment option is not exercised, the Income Threshold shall be
        zero.)

       

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

       

      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 Officers and Chief Financial Officer. In addition,
        except with respect to its duties under paragraph 1(i) and 1(j) above, 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 that the Company and/or Maxim 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 counsel 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 or willful misconduct. 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 Trustee shall have the
        right to conduct and manage the defense against such Indemnified Claim,
        provided, that the Trustee shall obtain the consent of the Company with respect
        to the selection of counsel, which consent shall not be unreasonably withheld.
        The Company may participate in such action with its own counsel; 

       

      
        
          
          

        

        
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      (c)  To
        pay
        the Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000
        (it
        being expressly understood that the Property shall not be used to pay such
        fee).
        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 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 may be provided in paragraph 3(b) hereof (it being expressly
        understood that the Property shall not be used to make any payments to the
        Trustee under such paragraph).

       

      (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 Maxim shall act as the inspector
        of
        election to certify the results of the stockholder vote; and 

       

      (e)  That
        the
        Officers’ Certificate referenced in Sections 1(i) and 1(j) hereof shall require
        the Company’s Chief Executive Officers and Chief Financial Officer to each
        certify the following (wherever applicable): (1) prior to the LOI Termination
        Date, the Company has entered into a bona fide Letter of Intent with a target
        business; and/or (2) prior to the LOI 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/or
        (3) prior to the Second 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 (4) the
        Board
        of Directors (the “Board”) pursuant to the unanimous written consent of the
        Board has approved (where applicable): (i) the Letter of Intent; and/or (ii)
        the
        Business Combination. A copy of such consent and the Letter of Intent and/or
        the
        definitive agreement relating to the Business Combination so approved shall
        be
        attached as an exhibit to the Officers’ Certificate. 

       

      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 or willful misconduct;

       

      (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 and/or Maxim 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 any Property;

       

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

       

      
        
          
          

        

        
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      (f)  The
        other
        parties hereto 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 or willful misconduct.
        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 need not investigate any fact or matter stated in the document. 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, unless an officer
        of the Trustee has actual knowledge thereof, written notice of such event
        is
        sent to the Trustee or as otherwise required under Section 1(i) hereof;
        and

       

      (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 make 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.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      6.  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 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)  At
        such
        time that the Trustee has completed the liquidation of the Trust Account
        in
        accordance with the provisions of Section 1(k) hereof and distributed the
        Property in accordance with said Section 1(k), this Agreement shall terminate
        except with respect to Section 3(b).

       

      7.  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
        C.
        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 the other Underwriters, the parties specifically agree, are and shall
        be
        third party beneficiaries for purposes of this Agreement; and provided further,
        any amendment to Section 1(j) shall require the consent of all of the Public
        Stockholders. As to any claim, cross-claim or counterclaim in any way relating
        to this Agreement, each party waives the right to trial by jury.

       

      
        
          
          

        

        
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      (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 exclusive, and hereby waive any objection to
        such
        exclusive jurisdiction and 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:

       

      American
        Stock Transfer & Trust Company

      59
        Maiden
        Lane 

      New
        York,
        New York 10038

      Attn:
        George Karfunkel

      Fax
        No.:
        (718) 921-8340

       

      if
        to the
        Company, to:

       

      Star
        Maritime Acquisition Corp.

      c/o
        Schwartz & Weiss, P.C.

      457
        Madison Avenue

      New
        York,
        New York 10022

      Attn:
        Akis Tsirigakis

      Fax
        No.:
        011-30-210-619-819

       

      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

       

      Mintz
        Levin Cohn Ferris Glovsky and Popeo, P.C.

      666
        Third
        Avenue, 25th
        Floor

      New
        York,
        New York 10017

      Attn:
        Stephen J. Gulotta, Jr., Esq.

      Fax
        No.:
        (212) 983-3115

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      and

       

      Loeb
        & Loeb LLP

      345
        Park
        Avenue

      New
        York,
        New York 10154

      Attn: Mitchell
        S. Nussbaum

      Fax
        No.: (212) 407-4990

       

      (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.


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


       

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

       

       

      AMERICAN
        STOCK TRANSFER & TRUST COMPANY, as Trustee

       

      By:
        ______________________________________

      Name: 

      Title:  

       

       

      STAR
        MARITIME ACQUISITION CORP.


       

      By:_______________________________________      

      Prokopios
        (Akis) N. Tsirigakis,
Chief Executive Officer and President

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

          
          

        

      


      EXHIBIT
        A

      [Letterhead
        of Company]

       

      [Insert
        date]

       

      American
        Stock Transfer 

      &
        Trust Company

      59
        Maiden
        Lane 

      New
        York,
        New York 10038

       

      Attn:
        

       

      Re: Trust
        Account No. [ ] Termination Letter

       

      Gentlemen:

       

      Pursuant
        to Section 1(i) of the Investment Management Trust Agreement between Star
        Maritime Acquisition Corp. (“Company”) and American Stock Transfer & Trust
        Company (“Trustee”), dated as of __________, 2005 (“Trust Agreement”), this is
        to advise you 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 [insert
        date]. The Company shall notify you at least two business days in advance
        of the
        actual date of the consummation of the Business Combination (“Consummation
        Date”) and shall provide you with an Officers’ Certificate in accordance with
        Sections 1(i) and 3(d) of the Trust Agreement. Capitalized words used herein
        and
        not otherwise define shall have the meaning ascribed to them in the Trust
        Agreement.

       

      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 will be immediately
        available for transfer to the account or accounts that the Company and Maxim
        shall direct in writing on the Consummation Date.

       

      On
        the
        Consummation Date (i) counsel for the Company shall deliver to you written
        notification that (a) the Business Combination has been consummated, and
        (b) the
        provisions of Section 11-51-302(6) and Rule 51-3.4 of the CRS have been met,
        to
        the extent applicable; (ii) the Company shall deliver along with the oath
        and
        report of inspector of election certified by an independent inspector which
        may
        be the Trustee or as otherwise appointed by Maxim (collectively, the “Report”);
        and (iii) the Company and Maxim shall deliver to you joint written instructions
        with respect to the transfer of the funds, including the Contingent Discount
        and
        the Contingent Fee, held in the Trust Account (“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, the Officers’ Certificate and the
        Instructions in accordance with the terms of the 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 and Maxim
        of the
        same and the Company and Maxim shall issue joint written instructions directing
        you as to whether such funds should remain in the Trust Account and be
        distributed after the Consummation Date. Upon the distribution of all the
        funds
        in the Trust Account pursuant to the terms hereof, the Trust Agreement shall
        be
        terminated and the Trust Account closed.


       

      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,

       

      STAR
        MARITIME ACQUISTION CORP.

       

      By:__________________________________

       
        Prokopios (Akis) N. Tsirigakis,
  Chief Executive Officer and President



      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        B

       

      [Letterhead
        of Company]

       

      [Insert
        date]

       

      American
        Stock Transfer 

      &
        Trust Company

      59
        Maiden
        Lane 

      New
        York,
        New York 10038

       

      Attn:
        

      Re: Trust
        Account No. [ ] Termination Letter

       

      Gentlemen:

       

      Pursuant
        to Section 1(i) of the Investment Management Trust Agreement between Star
        Maritime Acquisition Corp. (“Company”) and American Stock Transfer & Trust
        Company (“Trustee”), dated as of _____________, 2005 (“Trust Agreement”), this
        is to advise you that the Board of Directors of the Company has voted to
        dissolve the Company and liquidate the Trust Account (as defined in the Trust
        Agreement). Attached hereto is a copy of the minutes of the meeting of the
        Board
        of Directors of the Company relating thereto, certified by the Secretary
        of the
        Company as true and correct and in full force and effect.

       

      In
        accordance with the terms of the Trust Agreement, we hereby (a) certify to
        you
        that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
        Statute have been met and (b) authorize you, to commence liquidation of the
        Trust Account. You will notify the Company and Lehman Brothers Inc. in writing
        as to when all of the funds in the Trust Account will be available for immediate
        transfer (“Transfer Date”). Thereafter, you shall commence distribution of such
        funds in accordance with the terms of the Trust Agreement and the Company’s
        Certificate of Incorporation. Upon the payment of all the funds in the Trust
        Account, the Trust Agreement shall be terminated and the Trust Account
        closed.

       

      Very
        truly yours,

       

      STAR
        MARITIME ACQUISTION CORP.

       

       

      By:_____________________________________

           
        Prokopios (Akis) N. Tsirigakis,
      Chief
        Executive Officer and President 


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        C

      


      
        	
                AUTHORIZED
                  INDIVIDUAL(S)

                FOR
                  TELEPHONE CALL BACK

              	 	
                AUTHORIZED

                TELEPHONE
                  NUMBER(S)

              
	 	 	 
	 	 	 
	
                Company:

              	 	 
	 	 	 
	
                Star
                  Maritime Acquisition Corp.

                c/o
                  Schwartz & Weiss, P.C.

                457
                  Madison Avenue

                New
                  York, New York 10022

                Attn:
                  Akis Tsirigakis, Chief
                  Executive Officer and President

              	 	
                 

                 

                ()
                  

              
	 	 	 
	
                Trustee:

              	 	 
	 	 	 
	
                American
                  Stock Transfer & Trust Company

                59
                  Maiden Lane 

                New
                  York, New York 10038

                Attn:
                  

              	 	
                (212)
                  

              


      

       

      
        
          
          

        

        
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