Unassociated Document


    
      


      PLACEMENT UNIT
        AGREEMENT

      


      PLACEMENT UNIT
        AGREEMENT (this
        “Agreement”) made
        as
        of this ___ day of December, 2005 among Star Maritime Acquisition Corp.,
        a
        Delaware corporation (the “Company”), Maxim Group LLC (“Maxim”) and the
        undersigned (the “Purchasers”).

      


      WHEREAS,
        the Company has filed with the Securities and Exchange Commission (“SEC”) a
        registration statement on Form S-1, as amended (File No. 333-125662) (the
        “Registration Statement”), in connection with the Company’s initial public
        offering (the “IPO”) of up to 21,697,625 units, each unit (“Unit”) consisting of
        one share of the Company’s common stock, $.0001 par value (the “Common Stock”),
        and (ii) one warrant (the “Warrants”), each Warrant to purchase one share of
        Common Stock; and

      


      WHEREAS,
        the Company desires to sell in a private placement to the Purchasers (the
        “Placement”) an aggregate of 1,132,500 units (the “Placement Units”)
        substantially identical to the Units being issued in the IPO pursuant to
        the
        terms and conditions hereof and as set forth in the Registration Statement,
        except that the Placement Units, Common Stock and Warrants to be issued in
        the
        Placement shall not be registered under the Securities Act of 1933, as amended
        (the “Securities Act”);

      


      WHEREAS,
        each Purchaser desires to acquire the number of Placement Units set forth
        opposite his name on Schedule A hereto;

      


      WHEREAS,
        the Warrants included in the Placement Units shall be governed by the Warrant
        Agreement filed as an exhibit to the Registration Statement; and 

      


      WHEREAS,
        the Purchasers are entitled to registration rights with respect to the Common
        Stock and the Warrants comprising the Placement Units and the Common Stock
        underlying such Warrants (collectively, the “Registrable Securities”) on the
        terms set forth in this Agreement; and 

      


      WHEREAS,
        Maxim is acting as placement agent for the Placement.

      


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

      


      1. Purchase
        of Units.
        The
        Purchasers hereby agree, directly or through nominees, to purchase an aggregate
        of 1,132,500 Placement Units at a purchase price of $10.00 per Placement
        Unit,
        or an aggregate of $11,325,000 (the “Purchase Price”). Such purchases shall be
        in the names and amounts set forth on Schedule A hereto.

      


      2. Closing.
        The
        closing of the purchase and sale of the Placement Units (the “Closing”) will
        take place at such time and place as the parties may agree (the “Closing Date”),
        but in no event later than the date on which the SEC declares the Registration
        Statement effective (the “Effective Date”). On the Effective Date, the
        Purchasers shall pay the Purchase Price by wire transfer of funds to an account
        maintained by the Company. Immediately prior to the closing of the IPO, the
        Company shall deposit $10,452,975 of the Purchase Price into the trust account
        described in the Registration Statement (the “Trust Account”). The certificates
        for the Common Stock and Warrants comprising the Placement Units shall be
        delivered to the Purchasers promptly after the closing of the IPO. 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3. Placement
        Fees.
        The
        Company agrees that Maxim is entitled to the following compensation in
        connection with the Placement: (i) a non-accountable expense allowance equal
        to
        1% of the Purchase Price; and (ii) a placement fee equal to equal to 6% of
        the
        Purchase Price. Of such 6% placement fee, Maxim agrees that 2% of the Purchase
        Price ($226,500) will be deposited into and held in the Trust Account and
        will
        be payable to Maxim upon the consummation of a Business Combination (as defined
        herein) as described in the Registration Statement.

      


      4. Voting
        of Shares.
        If the
        Company solicits approval of its stockholders of a Business Combination,
        the
        Purchasers shall vote all of the shares of the Common Stock acquired by the
        Purchasers (i) pursuant to this Agreement, (ii) in the IPO and (iii) in the
        aftermarket in favor of the Business Combination and therefore waive any
        redemption rights they might have with respect to certain of such shares.
        As
        used herein, a “Business Combination” shall mean an acquisition by 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 selected by the
        Company.

      


      5. Waiver
        of Liquidation Distributions.
        In
        connection with the Placement Units purchased pursuant to this Agreement,
        the
        Purchasers 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, any shares of Common Stock
        purchased in the IPO or the aftermarket by the Purchasers shall be eligible
        to
        receive any liquidating distributions by the Company.

      


      6. Lock-Up
        Agreement.
        The
        Purchasers shall not sell, assign, hypothecate, or transfer any of the Common
        Stock purchased pursuant to this Agreement until the earlier of consummation
        of
        a Business Combination or liquidation of the Company. In order to enforce
        this
        covenant, the undersigned agrees, if requested by Maxim, to deposit the
        Placement Units in an account to be established at Maxim.

      


      7. Representations
        and Warranties of the Purchasers.
        Each
        Purchaser hereby represents and warrants to the Company that:

      


      7.1 The
        Purchaser is an “accredited investor” as that term is defined in Rule 501 of
        Regulation D promulgated under the Securities Act.

      


      7.2 The
        Placement Units, Common Stock and Warrants are being acquired for the
        Purchaser’s own account, only for investment purposes and not with a view to, or
        for resale in connection with, any distribution or public offering thereof
        within the meaning of the Securities Act.

      


      
        
          
          

        

        
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      7.3 The
        Purchaser has the full right, power and authority to enter into this Agreement
        and this Agreement is a valid and legally binding obligation of the Purchaser
        enforceable against the Purchaser in accordance with its terms.

      


      8. Registration
        Rights.

      


      8.1 Demand
        Registration.
        At any
        time and from time to time on or after the date on which the Company has
        publicly announced that it has entered into a letter of intent or made a
        comparable announcement with respect to a Business Combination, the Purchasers
        or their transferees 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.

      


      8.2 “Piggyback”
        Registration Rights.
        Subject
        to the last sentence of this Section 8.2, 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 Purchasers or their nominees. Upon the written request
        from
        a majority-in-interest of the Purchasers, 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 Purchasers 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 8.2
        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 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
        Purchasers prior to the IPO may be exercised, the exercise and procedural
        provisions of such agreement, rather than the provisions of Sections 8.2,
        8.3
        and 8.4 hereof, shall govern the Registrable Securities with respect to
        Piggy-Back Registrations.

      


      
        
          
          

        

        
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      8.3 Registration
        Procedures. To the extent required by Sections 8.1 or 8.2, 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 

      


      (i) 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. 

      


      8.4 Expenses.
        The
        Company shall bear all costs and expenses incurred in connection with any
        Demand
        Registration pursuant to Section 8.1, any Piggy-Back Registration pursuant
        to
        Section 8.2, 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 pro rata in proportion to the respective
        amount
        of shares each is selling in such offering.

      


      
        
          
          

        

        
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      9.
        Waiver of Claims; Indemnification The
        Purchasers hereby waive any and all rights to assert any present or future
        claims, including any right of rescission, against the Company, Maxim or
        the
        other underwriters in the IPO with respect to their purchase of the Placement
        Units, and each Purchaser agrees jointly and severally to indemnify and hold
        the
        Company, Maxim and the other underwriters in the IPO harmless from all losses,
        damages or expenses that relate to claims or proceedings brought against
        the
        Company, Maxim or such other underwriters by any Purchaser of the Placement
        Units or their transferees, heirs, assigns or any subsequent holders of the
        Placement Units.

       

      10. Counterparts;
        Facsimile.
        This
        Agreement may be executed in any number of counterparts, each of which when
        so
        executed shall be deemed to be an original and all of which taken together
        shall
        constitute one and the same instrument. This Agreement or any counterpart
        may be
        executed via facsimile transmission, and any such executed facsimile copy
        shall
        be treated as an original.

      


      11.
        Governing
        Law.
        This
        Agreement shall for all purposes be deemed to be made under and shall be
        construed in accordance with the laws of the State of New York. Each of the
        parties hereby agrees that any action, proceeding or claim against it arising
        out of or relating in any way to this Agreement shall be brought and enforced
        in
        the courts of the State of New York or the United States District Court for
        the
        Southern District of New York, and irrevocably submits to such jurisdiction,
        which jurisdiction shall be exclusive. Each of the parties hereby waives
        any
        objection to such exclusive jurisdiction and that such courts represent an
        inconvenient forum.

      


      IN
        WITNESS WHEREOF, the undersigned have executed this Agreement as of the __
        day
        of December, 2005.

      


      
        	 	
                STAR
                  MARITIME ACQUISITION CORP.

                


                By:
                                                                                                     
                  

                Prokopios
                  (Akis) Tsirigakis, Chairman and CEO

                


                


                


                MAXIM
                  GROUP LLC

                


                By:                                                                                    
                  

                 

                


                PURCHASERS:

                


                                                                                       
                  

                Prokopios
                  (Akis) Tsirigakis

                


                                                                                       

                George
                  Syllantavos

                


                                                                                       

                Koert
                  Erhardt

                


                                                                                       

                Petros
                  Pappas

              


      

      
      


      
        
          
          

        

        
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      SCHEDULE
        A

      

        
          	
                  Prokopios
                    (Akis) Tsirigakis

                	
                  [350,000]

                
	 	 
	
                  George
                    Syllantavos

                	
                  [132,500]

                
	 	 
	
                  Koert
                    Erhardt

                	
                  [50,000]

                
	 	 
	
                  Petros
                    Pappas

                	
                  [600,000]

                


        

      

      
 

      
        
          
          

        

        
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