EX-10.12



 




Exhibit 10.12


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 director of Seanergy Maritime Corp. (the “Company”), in consideration of
Maxim Group LLC (“Maxim”) entering into a letter of intent, dated June 21, 2006 and as amended on
May 27, 2007 (the “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 Corporation Act, take all action reasonably within his power to dissolve the Company and
distribute all funds held in the Trust Account to holders of 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.



     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 a director of the Company until the earlier of the
consummation of a Business Combination or the dissolution 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 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 the liquidation of the Trust Account and the dissolution
of the Company. 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 position at any time (subject to
other contractual rights the undersigned may have) nor confer upon the undersigned any right to
continue in his position 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;



          (4) The undersigned has not been the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending
or otherwise limiting for more than sixty (60) days the right of the undersigned to engage in any
activity described in paragraph (c)(i) above, or to be associated with persons engaged in any such
activity;



          (5) The undersigned has not been found by a court of competent jurisdiction in a civil action
or by the Securities and Exchange Commission to have violated any Federal or State securities law,
and the judgment in such civil action or finding by the Securities and Exchange Commission has not
been subsequently reversed, suspended, or vacated; and



          (6) The undersigned has not been found by a court of competent jurisdiction in a civil action
or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and
the judgment in such civil action or finding by the Commodity Futures Trading Commission has not
been subsequently reversed, suspended or vacated.



 









 




     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 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 or the Company and their respective legal representatives or
agents (including any investigative search firm retained by Maxim) 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 acquired in or following the IPO in favor of a
Business Combination.



     XI. 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.


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




     XII. 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 that industry; (ii) “Common Stock” shall mean the common stock, par value $.0001 per share, of
the Company; (iii) “Insiders” shall mean all officers, directors and shareholders of the Company
immediately prior to the IPO; (iv) “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); (v) “IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO; and
(vi) “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.



 









 




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




	 	 	 	 	 
	 
	 
	 

	 	/s/
Elias M. Culucundis

Elias M. Culucundis
	 	 






 









 





EXHIBIT A




			
	•	 	Folli Follie S.A., Member of the Board of Directors
	 
	•	 	Links of London (Owned by Folli Follie S.A.)
	 
	•	 	Hellenic Duty Free Shops S.A., Executive Member of the Board of
Directors





 









 





EXHIBIT B




     Elias M. Culucundis 
has been a director of the company since inception. Mr. Culucundis has experience in the negotiation of acquisitions,
as well as the oversight of due diligence. Since 2002, Mr. Culucundis has been a member of the Board of Directors of Folli
Follie S.A. and since 2006 an executive member of the Board of Directors of Hellenic Duty Free Shops S.A. Since 1999, Mr.
Culucundis has been President, Chief Executive Officer and Director of Equity Shipping Company Ltd., a company specializing
in starting, managing and operating commercial and technical shipping projects the value of which exceeded 100 million as of
 the end of 2006. Additionally, from 1996 to 2000, he was a director of Kassian Maritime Shipping Agency Ltd., a ship
management company operating a fleet of ten bulk carriers with revenues of approximately $180M, in 2006. During this time,
Mr. Culucundis was also a director of Point Clear Navigation Agency Ltd, a marine project company instrumental in opening
the Chinese shipbuilding market to Greek shipping. Point Clear Navigation Agency Ltd. aided in technically and commercially
structuring the first panamax bulk carrier and the first panamax tanker to be built in Shanghai, China that subsequently
became the prototype for over 50 subsequent orders for Greek shipping. From 1981 to 1995, Mr. Culucundis was a director of
Kassos Maritime Enterprises Ltd., a company engaged in ship management. While at Kassos, he was initially a Technical
Director and eventually ascended to the position of Chief Executive Officer, overseeing a large fleet of panamax, aframax
and VLCC tankers, as well as overseeing new building contracts, specifications and the construction of new buildings. From
1971 to 1980, Mr. Culucundis was a director and the Chief Executive Officer of Off Shore Consultants Inc. and Naval
Engineering Dynamics Ltd. Off Shore Consultants Inc. was a pioneer in FPSO (Floating Production, Storage and Offloading
vessel, “FPSO”) design and construction and responsible for the technical and commercial supervision
of a pentagon-type drilling rig utilized by Royal Dutch Shell plc.
Seven FPSO’s were designed and constructed
that were subsequently utilized by Pertamina, ARCO, Total and Elf-Aquitaine. Naval Engineering Dynamics Ltd. was responsible for purchasing, rebuilding and operating vessels that had suffered major damage. From 1966 to 1971, Mr. Culucundis was employed as a Naval Architect for A.G. Pappadakis Co. Ltd., London, responsible for tanker and bulk carrier new buildings and supervising the technical operation of the company fleet. He is a graduate of Kings College, Durham University, Great Britain, with a degree in Naval Architecture and Shipbuilding. He is a member of several industry organizations, including the Council of the Union of Greek Shipowners and American Bureau of Shipping. Mr. Culucundis is a fellow of the Royal Institute of Naval Architects and a Chartered Engineer.