EX-10.5



 




Exhibit 10.5


September 24, 2007                     



Seanergy Maritime Corp.

10, Amfitheas Avenue

17564 P. Faliro

Athens, Greece




Maxim Group LLC

405 Lexington Avenue

New York, New York 10174




          Re: Initial Public Offering


Dear
Gentlemen:




     The undersigned, a shareholder, officer and director of Seanergy Maritime Corp. (the
“Company”), in consideration of Maxim Group LLC (“Maxim”) entering into a letter of intent, dated
July 21, 2006 and as amended on May 27, 2007 (“Letter of Intent”), to underwrite an initial public
offering (“IPO”) of the securities of the Company and embarking on, undertaking and continuing to
participate in the IPO process, hereby agrees as follows (certain capitalized terms used herein are
defined in paragraph XII hereof):



     I. (1) In the event that the Company fails to consummate a Business Combination within 24
months from the effective date (the “Effective Date”) of the registration statement relating to the
IPO, the undersigned shall, in accordance with all applicable requirements of the Marshall Islands
Business Corporations Act, take all action reasonably within his power to dissolve the Company and
distribute all funds held in the Trust Account to holders of the IPO Shares as soon as reasonably
practicable including, without limitation, (i) causing the Company’s board of directors to convene
and adopt a plan of dissolution and liquidation and (ii) voting, as a director (if applicable), in
favor of adopting such plan of dissolution and liquidation.



          (2) Except with respect to any of the IPO Shares acquired by the undersigned in connection
with or following the IPO, the undersigned hereby (a) waives any and all right, title, interest or
claim of any kind (a “Claim”) in or to all funds in the Trust Account and any remaining net assets
of the Company upon liquidation of the Trust Account and dissolution of the Company, (b) waives any
Claim the undersigned may have in the future as a result of, or arising out of, any contracts or
agreements with the Company (c) agrees that the undersigned will not seek recourse against the
Trust Account for any reason whatsoever.



          (3) The undersigned agrees to indemnify and hold harmless the Company against any and all
loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all
legal or other expenses reasonably incurred in investigating, preparing or defending against any
litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become
subject as a result of any claim by any vendor, prospective or actual target business, creditor or
other entity that is owed money by the Company for services rendered or products sold to the
Company or the claims of any prospective or actual target



 









 







businesses, subject to the following limitations: (i) such indemnification will only be made
insofar as the Company did not obtain a waiver from such party of such party’s rights or claims to
the Trust Account, (ii) such indemnification will be made only to the extent necessary to ensure
that such loss, liability, claim, damage or expense does not reduce the amount in the Trust Account
below the amount necessary in order for each holder of IPO Shares to receive a liquidation amount
of at least $10.00 per IPO Share owned by such holder, and (iii) such indemnity shall be limited to
the extent of the undersigned’s pro rata beneficial ownership of the Company immediately prior to
the IPO.



          (4) In the event the funds available outside of the Trust Account are insufficient to cover
the Company’s liquidation expenses the undersigned, jointly with the other executive officers of
the Company, agrees to advance the Company the funds necessary to complete such liquidation and
agrees not to seek repayment for such expenses.



     II. In order to minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees: (A) not to become an officer or director of any blank check
company until the earlier of the completion of a Business Combination or the Company’s dissolution
and liquidation and (B) to present to the Company for its consideration, prior to presentation to
any other person or entity, any suitable opportunity to acquire an operating business or vessels,
until the earlier of: (i) the consummation by the Company of a Business Combination, (ii) the
dissolution of the Company or (iii) such time as the undersigned ceases to be a director of the
Company, subject to any pre-existing fiduciary and contractual obligations the undersigned might
have. Such pre-existing fiduciary or contractual obligations are described more
fully in Exhibit A hereto.



     III. The undersigned acknowledges and agrees that the Company will not consummate any Business
Combination with a company affiliated with any of the Insiders unless the Company obtains an
opinion from an independent investment banking firm which is a member of the National Association
of Securities Dealers, Inc. and is reasonably acceptable to Maxim that the Business Combination is
fair to the Company’s shareholders from a financial perspective.



     IV. Neither the undersigned, any member of the Immediate Family of the undersigned, nor
any affiliate of the undersigned (“Affiliate”) will be entitled to receive, and no such person will
accept, any compensation for services rendered to the Company prior to, or in connection with, the
consummation of a Business Combination; provided, however, that the undersigned shall be entitled
to reimbursement from the Company for his out-of-pocket expenses incurred in connection with
seeking and consummating a Business Combination.



     V. Neither the undersigned, any member of the Immediate Family of the undersigned, nor any
Affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other
compensation in the event the undersigned, any member of the Immediate Family of the undersigned or
any Affiliate originates a Business Combination.



     VI. (1) The undersigned agrees to be the Chief Executive Officer and Co-Chairman of the board
of directors of the Company and a director of the Company until the earlier of the consummation of
a Business Combination or the dissolution and liquidation of the



 









 







Company. The undersigned agrees to not to resign (or advise the board of directors that the
undersigned declines to seek re-election to the board of directors) from his position as officer
and director of the Company as set forth in the Registration Statement without the prior consent of
Maxim until the earlier of the consummation by the Company of a Business Combination or dissolution
of the Company and liquidation of the Truest Account. The undersigned acknowledges that the
foregoing does not interfere with or limit in any way the right of the Company to terminate the
undersigned’s positions at any time (subject to other contractual rights the undersigned may have)
nor confer upon the undersigned any right to continue in his positions with the Company.



          (2) The undersigned’s biographical information furnished to the Company and Maxim and attached
hereto as Exhibit B is true and accurate in all respects, does not omit any material information
with respect to the undersigned’s background and contains all of the information required to be
disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of 1933, as
amended. The undersigned’s Questionnaire previously furnished to the Company and Maxim is true and
accurate in all respects as of the date first written above.



          (3) The undersigned represents and warrants that:




     (a) No petition under the Federal bankruptcy laws or any state insolvency law
has been filed by or against, or a receiver, fiscal agent or similar officer was
appointed by a court for the business or property of the undersigned, or any
partnership in which the undersigned was or is a general partner at or within two
years prior to the date hereof, or any corporation or business association of which
the undersigned was an executive officer at or within two years prior to the date
hereof;




     (b) The undersigned has not been convicted in any criminal proceeding nor is
the undersigned currently a named subject of a pending criminal proceeding
(excluding traffic violations and other minor offenses);




     (c) The undersigned has not been the subject of any order, judgment, or decree,
not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining the undersigned from, or
otherwise limiting, the following activities:




     (d) Acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading Commission, or
an associated person of any of the foregoing, or as an investment adviser,
underwriter, broker or dealer in securities, or as an affiliated person, director or
employee of any investment company, bank, savings and loan association or insurance
company, or engaging in or continuing any conduct or practice in connection with
such activity;




     (e) Engaging in any type of business practice; or



 









 





     (f) Engaging in any activity in connection with the purchase or sale of any
security or commodity or in connection with any violation of Federal or State
securities laws or Federal commodities laws;



     VII. The undersigned has full right and power, without violating any agreement by which he is
bound, to enter into this letter agreement and to serve as Chief Executive Officer and Co-Chairman
of the board of directors and as a director of the Company.



     VIII. The undersigned acknowledges and understands that Maxim and the Company will rely upon
the agreements, representations and warranties set forth herein in proceeding with the IPO.



     IX. The undersigned authorizes any employer, financial institution, or consumer credit
reporting agency to release to Maxim and the Company and their respective legal representatives or
agents (including any investigative search firm retained by Maxim or the Company) any information
they may have about the undersigned’s background and finances (the “Information”). Neither Maxim
nor the Company nor their respective agents shall be violating the undersigned’s right of privacy
in any manner in requesting and obtaining the Information and the undersigned hereby releases them
from liability for any damage whatsoever in that connection.



     X. In connection with the vote required to consummate a Business Combination, the undersigned
agrees that he will vote all shares of Common Stock owned by him prior to the IPO (the “Insider
Shares”), if any, in accordance with the majority of the votes cast by the holders of the IPO
Shares, and all shares of Common Stock acquired in or following the IPO in favor of a Business
Combination.



     XI. The undersigned will escrow his Insider Shares for the period commencing on the Effective
Date and ending on the first anniversary of the consummation of a
Business Combination, subject to the terms of a Stock
Escrow Agreement which the Company will enter into with the undersigned and an escrow agent
acceptable to the Company.


     XII. The under signed hereby agrees not to propose or vote in favor of any amendment to Article Sixth, Eighth or Ninth of the Second Amended and Related Articles of Incorporation of the Company.


     XIII. This letter agreement shall be governed by and construed and enforced in accordance with
the laws of the State of New York, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. The undersigned hereby
(i) agrees that any action, proceeding or claim against him arising out of or relating in any way
to this letter agreement (a “Proceeding”) shall be brought and enforced in the federal courts of
the United States of America for the Southern District of New York, and irrevocably submits to the
jurisdiction of such courts, which jurisdiction shall be exclusive, (ii) waives any objection to
the exclusive jurisdiction of such courts and any objection that such courts represent an
inconvenient forum and (iii) irrevocably agrees to appoint Loeb & Loeb LLP as agent for the service
of process in the State of New York to receive, for the undersigned and on his behalf, service of
process in any Proceeding. If for any reason such agent is unable to act as such, the undersigned
will promptly notify the Company and Maxim and appoint a substitute agent acceptable to each of the
Company and Maxim within 30 days and nothing in this letter will affect the right of either party
to serve process in any other manner permitted by law.



 









 






     XIV. As used herein, (i) a “Business Combination” shall mean an acquisition by the Company,
by merger, capital stock exchange, asset or stock acquisition, reorganization or otherwise, of an
operating business or businesses in the maritime shipping industry but not limited to acquisitions
in such industry; (ii) “Common Stock” shall mean the common stock, par value $.0001 per share, of
the Company; (iii) “Immediate Family” shall mean, with respect to any person, such person’s spouse,
children, parents and siblings (including any such relative by adoption or marriage); (iv) (v)
“Insiders” shall mean all officers, directors and shareholders of the Company immediately prior to
the IPO; (vi) “Insider Shares” shall mean all of the shares of Common Stock owned by an Insider
prior to the IPO; (vii) “IPO Shares” shall mean the shares of Common Stock issued in the Company’s
IPO; and (viii) “Trust Account” shall mean the trust account in which most of the proceeds to the
Company of the IPO will be deposited and held for the benefit of the holders of the IPO shares, as
described in greater detail in the prospectus relating to the IPO.



     XV. This letter agreement shall supersede any other letter agreement signed by the
undersigned with respect to the subject matter hereof.



	 	 	 	 	 
	 	 	 
	 	/s/
Panagiotis Zafet	 
	 	Panagiotis Zafet 	 
	 	 	 
	 




 









 





EXHIBIT A




			
	•	 	Hellasco Shipping Ltd., Co-Owner
	 	 	 
	•	 	Balthellas Chartering S.A., Founder and Managing Director
	 	 	 
	•	 	Hellasco Transport Ltd., Co-Owner and Managing Director




 









 





EXHIBIT B




     Panagiotis Zafet has been the Chief Executive Officer and Co-Chairman of the Board of Directors since inception. Mr. Zafet has extensive experience in the management of operations in the maritime shipping industry, as well as the purchase, sale and charter of vessels. Mr. Zafet started in the liner shipping industry in 1986 at Hellasco Shipping Ltd., of which he is a co-owner. Hellasco Shipping Ltd. is active in the trade of timber products and the regular service of vessels trading between Scandinavia, Greece and Cyprus. In 1991, he founded Balthellas Chartering S.A., a ship management and shipbroking company with 2006 revenues of approximately $25 million, where he currently serves as managing director. Under his leadership, Balthellas Chartering expanded its business from the commercial management of vessels into the full-scale management of multipurpose vessels of the highest ice class, container ships, timber carriers and dry cargo ships. The fleet is trading worldwide with a strong presence in ice bound navigational waters such as the Baltic Sea, White Sea and the Sea of Azov. The Company also specializes in feeder container services offering mostly service in places with limited port infrastructures, such as in the East Mediterranean, North and West African ports, the Caribbean, Indian Ocean and the Far East. Mr. Zafet is also a co-owner and managing director of Hellasco Transport Ltd. Mr. Zafet has a law degree from the Aristotelio University of Thessaloniki and is fluent in three languages. He is a member of the Piraeus Marine Club and the Hellenic Shipbrokers Association.