Seanergy Maritime Corp.

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GUl1JFvRQV26yxLyOcTH4BcrrWNo8TDc8jVSp5IQtsQGbzpFf57bjxYFln+PP8jC /J+KstLBzHpttasWYeHuBQ== 0000950144-08-004523.txt : 20080530 0000950144-08-004523.hdr.sgml : 20080530 20080530173124 ACCESSION NUMBER: 0000950144-08-004523 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080530 DATE AS OF CHANGE: 20080530 GROUP MEMBERS: ALEXIOS KOMNINOS GROUP MEMBERS: ATRION SHIPBUILDING CORP. GROUP MEMBERS: COMET SHIPHOLDING INC. GROUP MEMBERS: GEORGIOS KOUTSOLIOUTSOS GROUP MEMBERS: IOANNIS TSIGKOUNAKIS GROUP MEMBERS: PLAZA SHIPBUILDING CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEANERGY MARITIME CORP. CENTRAL INDEX KEY: 0001390707 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83156 FILM NUMBER: 08871791 BUSINESS ADDRESS: STREET 1: 10, AMFITHEAS AVENUE STREET 2: 17564 P. FALIRO CITY: ATHENS STATE: J3 ZIP: 000000 BUSINESS PHONE: 30-2109406900 MAIL ADDRESS: STREET 1: 10, AMFITHEAS AVENUE STREET 2: 17564 P. FALIRO CITY: ATHENS STATE: J3 ZIP: 000000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: United Capital Investments Corp. CENTRAL INDEX KEY: 0001436140 IRS NUMBER: 000000000 STATE OF INCORPORATION: N0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 11 POSEIDONOS AVENUE CITY: ATHENS STATE: J3 ZIP: 167 77 BUSINESS PHONE: 30 210 8910 170 MAIL ADDRESS: STREET 1: 11 POSEIDONOS AVENUE CITY: ATHENS STATE: J3 ZIP: 167 77 SC 13D 1 g13700sc13d.htm SEANERGY MARITIME CORP. Seanergy Maritime Corp.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

SEANERGY MARITIME CORP.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

Y 73760103

(CUSIP Number)

Evan Breibart
11 Poseidonos Avenue
Athens 167 77 Greece
+30 210 8910 170

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 20, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1 (f) or Rule 13d-1(g), check the following box. o

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		Y 73760103		Page		2		of		13


1	NAMES OF REPORTING PERSONS United Capital Investments Corp.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Liberia

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			5,500,000

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			687,500

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,500,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.2%(1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


(1)		Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of May 8, 2008, as reported on the Issuer’s Form 10-Q for the quarter ended March 31, 2008.


CUSIP No.		Y 73760103		Page		3		of		13


1	NAMES OF REPORTING PERSONS Atrion Shipbuilding Corp.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Marshall Islands

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			5,500,000

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			687,500

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,500,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.2%(2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


(2)		Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of May 8, 2008, as reported on the Issuer’s Form 10-Q for the quarter ended March 31, 2008.


CUSIP No.		Y 73760103		Page		4		of		13


1	NAMES OF REPORTING PERSONS Plaza Shipbuilding Corp.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Marshall Islands

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			5,500,000

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			687,500

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,500,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.2%(3)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


(3)		Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of May 8, 2008, as reported on the Issuer’s Form 10-Q for the quarter ended March 31, 2008.


CUSIP No.		Y 73760103		Page		5		of		13


1	NAMES OF REPORTING PERSONS Comet Shipholding Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Marshall Islands

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			5,500,000

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			687,500

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,500,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.2%(4)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


(4)		Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of May 8, 2008, as reported on the Issuer’s Form 10-Q for the quarter ended March 31, 2008.


CUSIP No.		Y 73760103		Page		6		of		13


1	NAMES OF REPORTING PERSONS Georgios Koutsolioutsos


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	PF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Greece

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			5,500,000

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,310,000

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,500,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.2%(5)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


(5)		Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of May 8, 2008, as reported on the Issuer’s Form 10-Q for the quarter ended March 31, 2008.


CUSIP No.		Y 73760103		Page		7		of		13


1	NAMES OF REPORTING PERSONS Alexios Komninos


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	PF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Greece

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			5,500,000

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			302,500

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,500,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.2%(6)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


(6)		Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of May 8, 2008, as reported on the Issuer’s Form 10-Q for the quarter ended March 31, 2008.


CUSIP No.		Y 73760103		Page		8		of		13


1	NAMES OF REPORTING PERSONS Ioannis Tsigkounakis


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	PF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Greece

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			5,500,000

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			137,500

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,500,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.2%(7)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


(7)		Calculated based upon 28,600,000 shares of Common Stock of the Issuer outstanding as of May 8, 2008, as reported on the Issuer’s Form 10-Q for the quarter ended March 31, 2008.


CUSIP No.		Y 73760103		Page		9		of		13


ITEM 1.		Security and Issuer.

This statement relates to the common stock, par value $0.0001 per share (“Common Stock”) issued by Seanergy Maritime Corp., a Marshall Islands corporation (the “Issuer”), whose principal executive offices are located at c/o Vgenopoulos and Partners Law Firm, 15 Filikis Eterias Square, Athens, 106 73, Greece.


ITEM 2.		Identity and Background.

(a) — (c), (f) This statement is being filed by each of the persons identified below (collectively the “Reporting Persons”):


		Jurisdiction of
		Incorporation or
		Place of
Name	Address	Citizenship	Occupation
United Capital	c/o 11 Poseidonos Avenue	Liberia	N/A
Investments Corp.	16777 Elliniko Athens, Greece Attention: Dale Ploughman
Atrion Shipbuilding Corp.	c/o 11 Poseidonos Avenue	Marshall Islands	N/A
	16777 Elliniko Athens, Greece Attention: Dale Ploughman
Comet Shipholding Inc.	c/o 11 Poseidonos Avenue	Marshall Islands	N/A
	16777 Elliniko Athens, Greece Attention: Dale Ploughman
Bella Restis (1)	c/o 11 Poseidonos Avenue	Greece	Business and Philanthropy
	16777 Elliniko Athens, Greece
Claudia Restis (1)	c/o 11 Poseidonos Avenue	Greece	Business and Philanthropy
	16777 Elliniko Athens, Greece
Katia Restis (1)	c/o 11 Poseidonos Avenue	Greece	Business and Philanthropy
	16777 Elliniko Athens, Greece
Victor Restis (1)	c/o 11 Poseidonos Avenue	Greece	Business and Philanthropy
	16777 Elliniko Athens, Greece
Georgios Koutsolioutsos	c/o Vgenopoulos and Partners	Greece	Vice President, Folli
	Law Firm		Follie, S.A. and
	15 Filikis Eterias Square		Chairman of the Board of
	Athens, 106 73, Greece		Issuer
Alexios Komninos	c/o Vgenopoulos and Partners	Greece	Chief Operating Officer,
	Law Firm		N. Komninos Securities,
	15 Filikis Eterias Square		S.A. and Chief Financial
	Athens, 106 73, Greece		Officer of Issuer
Ioannis Tsigkounakis	c/o Vgenopoulos and Partners	Greece	Attorney with
	Law Firm		Vgenopoulos and Partners
	15 Filikis Eterias Square		Law Firm and Secretary
	Athens, 106 73, Greece		of Issuer


(1)		The listed person is a shareholder of each of the corporate Reporting Persons.


CUSIP No.		Y 73760103		Page		10		of		13

(d) — (e) None of the Reporting Persons has during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.


ITEM 3.		Source and Amount of Funds or Other Consideration.

As of the date hereof the Reporting Persons collectively may be deemed to beneficially own 5,500,000 shares of common stock (the “Shares”). The amount of shares beneficially owned does not include shares of common stock issuable upon exercise of warrants purchased either directly from the Issuer in a private offering, which closed prior to the Issuer’s initial public offering, or pursuant to the terms of the SPA (as hereinafter defined).

The total cost for the Shares the Reporting Persons may be deemed to beneficially own is as follows:


Name	Number of Shares		Purchase Price
United Capital Investments Corp.		687,500	US$6,250,000.00
Atrion Shipbuilding Corp.		687,500	US$6,250,000.00
Plaza Shipbuilding Corp.		687,500	US$6,250,000.00
Comet Shipholding Inc.		687,500	US$6,250,000.00
Georgios Koutsolioutsos		2,310,000	US$ 11,550.00
Alexios Komninos		302,500	US$ 1,512.50
Ioannis Tsigkounakis		137,500	US$ 687.50

No borrowed funds were used to purchase the Shares.


ITEM 4.		Purpose of Transaction.

On May 20, 2008, the Investors (as hereinafter defined), on the one hand, and Messrs. Panagiotis and Simon Zafet, on the other hand, entered into a stock purchase agreement (the “SPA”), a copy of which is attached hereto as Exhibit 1 and the terms of which are incorporated herein by reference, pursuant to which Messrs. Panagiotis and Simon Zafet agreed to sell to the Investors an aggregate of 2,750,000 shares (the “Purchased Shares”) of the Issuer’s Common Stock and 8,008,334 warrants to purchase shares of the Issuer’s Common Stock (the “Warrants” and collectively with the Purchased Shares, the “Securities”) for an aggregate purchase price of $25,000,000.00.

The purpose of the transactions contemplated by the SPA was to effect shared control of the management of the Issuer.

Concurrently with the closing of the purchase of shares of common stock pursuant to the SPA (the “Closing”), Messrs. Panagiotis and Simon Zafet, George Hamawi and Roland Beberniss resigned as executive officers and/or directors of the Issuer, as the case may be. Immediately following the Closing, the Board of Directors of the Issuer appointed Mr. Dale Ploughman as Chief Executive Officer and director and Mr. Koutsolioutsos as Chairman. The Board of Directors also elected Mr. Kostas Koutsoubelis as a director of the Issuer.


CUSIP No.		Y 73760103		Page		11		of		13

The Issuer’s bylaws were amended to increase the size of the Board of Directors to up to 13 members and to correct certain notice provisions. In addition, the Board of Directors established a shipping committee of three directors and delegated to it exclusive authority to consider and vote upon all matters involving shipping and ship finance. As a result of these changes to the composition of the Board of Directors, the members of the Board of Directors of the Issuer currently are Messrs. Ploughman, Koutsoubelis, Koutsolioutsos, Komninos, Tsigkounakis and Culucundis. Additional directors will be appointed or elected to the Board of Directors in accordance with the voting agreement described below.

In addition, concurrently with the Closing under the SPA, the Issuer, Searnergy Merger Sub, a wholly owned subsidiary of the Issuer (“Merger Sub”), United Capital Investments Corp., Atrion Shipbuilding Corp., Plaza Shipbuilding Corp., and Comet Shipbuilding Inc. (collectively, the “Investors”) and certain sellers affiliated with the Investors entered into a master agreement (the “Master Agreement”) pursuant to which each seller has agreed to sell, and Merger Sub, through its nominated subsidiaries, has agreed to purchase, six vessels, subject to approval of the Issuer’s shareholders. In addition, the Issuer agreed to seek shareholder approval for its merger with and into Merger Sub, with Merger Sub surviving the merger.

Except as set forth above, no Reporting Plan has no present plans or proposals which relate to or would result in the occurrence of any of the events described in Item 4 (a) through (j) of Schedule 13D.


ITEM 5.		Interest in Securities of the Issuer.

(a) - (b) As of the date hereof, the Reporting Persons beneficially ownership is as set forth below:


	Percentage of
	Shares Beneficially		Voting				Dispositive
Name	Owned		Sole		Shared		Sole		Shared
United Capital Investments Corp.		19.2%		0		5,500,000		687,500		0
Atrion Shipbuilding Corp.		19.2%		0		5,500,000		687,500		0
Plaza Shipbuilding Corp.		19.2%		0		5,500,000		687,500		0
Comet Shipholding Inc.		19.2%		0		5,500,000		687,500		0
Georgios Koutsolioutsos		19.2%		0		5,500,000		2,310,000		0
Alexios Komninos		19.2%		0		5,500,000		302,500		0
Ioannis Tsigkounakis		19.2%		0		5,500,000		137,500		0

(c) On May 20, 2008, the Investors, on the one hand, and Messrs. Panagiotis and Simon Zafet, on the other hand, entered into the SPA, pursuant to which Messrs. Panagiotis and Simon Zafet agreed to sell to the Investors the Securities for an aggregate purchase price of $25,000,000.00. The Securities are subject to restrictions on transfer, and as a result, each of Messrs. Panagiotis and Simon Zafet transferred his beneficial interests in the Securities to the Investors, subject to a delayed recording of the transfer and delivery of the Securities, as required by the agreements pursuant to which the Securities are restricted.


CUSIP No.		Y 73760103		Page		12		of		13


ITEM 6.		Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Concurrently with entering into the SPA, the Issuer, the Issuer’s former Chief Executive Officer and Co-Chairman of the Board of Directors, Mr. Panagiotis Zafet, and the Issuer’s former Chief Operating Officer and director, Mr. Simon Zafet, the Investors and Georgios Koutsolioutsos, Alexios Komninos and Ioannis Tsigkounakis (Messrs Koutsolioutsos, Komninos and Tsigkounakis are collectively referred to as the “Insiders”) entered into a voting agreement (the “Voting Agreement”), a copy of which is attached hereto as Exhibit 2 and the terms of which are incorporated herein by this reference. Because the Securities sold by Messrs. Panagiotis and Simon Zafet to the Investors could not be transferred of record to the Investors until the applicable lock-up period associated with the Securities expired, they are parties to the Voting Agreement.

The Voting Agreement applies with respect to the voting of the Purchased Shares, the shares of the Issuer’s Common Stock issuable to the Investors pursuant to the terms of the Master Agreement and to the shares of the Issuer’s Common Stock issued to the Insiders prior to the Issuer’s initial public offering. The Voting Agreement does not apply to shares of the Issuer’s Common Stock issuable upon exercise of warrants or to shares of the Issuer’s Common Stock purchased in the open market.

Under the terms of the Voting Agreement for a period of up to two years: (i) each of the Investors and the Insiders has the right to nominate, and each such other party shall vote its shares in favor of, the election of six directors appointed by the other group, and (ii) the Investors and the Insiders shall jointly nominate the thirteenth director. Notwithstanding the foregoing, in the event that either the Investors’ or the Insiders’ ownership of Common Stock subject to the Voting Agreement falls below certain agreed to thresholds, then the other group shall have the right to terminate the Voting Agreement prior to the expiration of the two-year term. In addition, the Voting Agreement provides that upon request of the Investors, the Issuer shall cause its officers, other than Mr. Ploughman, to resign as officers and the Investors shall have the right to appoint such officers’ replacements.


ITEM 7.		Materials to be Filed as Exhibits.

1.		Stock Purchase Agreement dated May 20, 2008.

2.		Voting Agreement dated May 20, 2008.

3.		Joint Filing Agreement dated May 30, 2008 among United Capital Investments Corp., Atrion Shipbuilding Corp., Plaza Shipbuilding Corp., Comet Shipholding Inc., Georgios Koutsolioutsos, Alexios Komninos, Ioannis Tsigkounakis.


CUSIP No.		Y 73760103		Page		13		of		13

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: May 30, 2008


UNITED CAPITAL INVESTMENTS CORP.
By:	/s/ Evan Breibart
	Name:	Evan Breibart
	Title:	Attorney-in-Fact

ATRION SHIPBUILDING CORP.
By:	/s/ Evan Breibart
	Name:	Evan Breibart
	Title:	Attorney-in-Fact

PLAZA SHIPBUILDING CORP.
By:	/s/ Evan Breibart
	Name:	Evan Breibart
	Title:	Attorney-in-Fact

COMET SHIPHOLDING INC.
By:	/s/ Evan Breibart
	Name:	Evan Breibart
	Title:	Attorney-in-Fact


/s/ Georgios Koutsolioutsos
Georgios Koutsolioutsos



/s/ Alexios Komninos
Alexios Komninos



/s/ Ioannis Tsigkounakis
Ioannis Tsigkounakis

EX-1 2 g13700exv1.htm EX-1 STOCK PURCHASE AGREEMENT EX-1 Stock Purchase Agreement

Exhibit 1

STOCK PURCHASE AGREEMENT

AMONG

PANAGIOTIS ZAFET,

SIMON ZAFET

AND

THE INVESTORS

TABLE OF CONTENTS


	Page
ARTICLE 1 DEFINITIONS		2

ARTICLE 2 PURCHASE AND SALE		3

ARTICLE 3 PURCHASE PRICE; PAYMENT AND CLOSING		3

3.1 Purchase Price		3

3.2 Obligations of Sellers		3

3.3 Obligations of Investors		4

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLER		4

4.1 Authorization		4

4.2 Corporate Existence and Power		4

4.3 Governmental Authorization		4

4.4 Non-contravention		5

4.5 Title to Securities		5

4.6 SEC Filings		5

4.7 No Undisclosed Material Liabilities		5

4.8 Litigation		6

4.9 Employment, Consulting and Other Agreements		6

4.10 Repayment of Loans		6

4.11 Possession of Company Property		6

4.12 No Other Company Agreements		6

4.13 Finders’ and Advisory Fees		6

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF INVESTORS		6

5.1 Corporate Existence and Power		6

5.2 Authorization		7

5.3 Governmental Authorization		7

5.4 Non-contravention		7

5.5 Investment Representations		7

5.6 Review of Company SEC Documents		8

5.7 Escrow of Shares		8

5.8 No Redemption of Shares		8

5.9 Finders’ or Advisory Fees		8

TABLE OF CONTENTS


	Page
ARTICLE 6 INDEMNIFICATION		9

6.1 Indemnification by Sellers		9

6.2 Indemnification by Investors		9

6.3 Maximum Indemnification		9

6.4 Notice of Indemnification		9

ARTICLE 7 POST CLOSING COVENANTS		10

7.1 Voting Agreement		10

7.2 Voting of Shares by Investors		10

7.3 No Representation or Warranty		10

7.4 Actions with Respect to Securities		10

7.5 No Creation of Liens with Respect to Shares		10

7.6 Directors and Officers Liability Insurance		11

ARTICLE 8 MISCELLANEOUS		11

8.1 Notices		11

8.2 Entire Agreement		12

8.3 Amendment		12

8.4 Binding Effect		12

8.5 Waiver		12

8.6 Captions		12

8.7 Further Assurances		12

8.8 Construction		12

8.9 Section References		13

8.10 Severability		13

8.11 Absence of Third-Party Beneficiaries		13

8.12 Assignment		13

8.13 Other Documents		13

8.14 Governing Law		13

8.15 Attorneys’ Fees		13

8.16 Public Disclosure		13

8.17 Jurisdiction		14

8.18 Currency		14

8.19 Counterparts		14

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (the “Agreement”) is dated as of the 20^th day of May, 2008 by and among Panagiotis Zafet and Simon Zafet (together, the “Sellers”), on the one hand, and United Capital Investments Corp., Atrion Shipholding S.A., Plaza Shipholding Corp., and Comet Shipholding, Inc. (collectively, the “Investors”), on the other hand.

RECITAL

Sellers collectively own an aggregate of 2,750,000 shares (the “Shares”) of the common stock, par value $0.00001 per share (the “Common Stock”), of Seanergy Maritime Corp., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”) and 8,008,334 warrants to purchase shares of the Company’s Common Stock (the “Warrants” and collectively with the Shares, the “Securities”).

Sellers are officers and directors of the Company.

The Company entered into an underwriting agreement dated September 24, 2007 (the “Underwriting Agreement”) with Maxim Group, LLC (“Maxim”), acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the Underwriters agreed to purchase certain securities of the Company.

The Sellers, among others, agreed as a condition of the Underwriters’ obligation to purchase the securities pursuant to the Underwriting Agreement to deposit all of their shares of Common Stock of the Company in escrow pursuant to a Stock Escrow Agreement (the “Escrow Agreement”) dated September 24, 2007, among the Company, the Sellers, certain other officers and directors of the Company, and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

The Escrow Agreement requires that the Shares remain in escrow with the Escrow Agent until the date that is 12 months after the consummation of a “Business Combination,” as such term is defined in the prospectus dated September 24, 2007 comprising part of the Company’s Registration Statement on Form F-1 (File No. 333-144436 and 333-146281) under the Securities Act (the “Registration Statement”).

In connection with the Underwriting Agreement, the Sellers also entered into a lock-up agreement dated September 24, 2007 (the “Lock-Up”) with Maxim with respect to the Warrants, whereby the Sellers agreed that the Warrants would be held in an account established by each Seller with Maxim and that the Sellers would not transfer the Warrants until the consummation of a Business Combination.

Sellers now desire to sell all of their interests in the Securities to Investors, subject to a delayed transfer and delivery of the Securities, as required by the Escrow Agreement and Lock-Up, and Investors desire to purchase all of Sellers’ interests in the Securities

with the understanding that the Escrow Agent and Maxim will deliver such Securities to the Investors once released pursuant to the terms of the Escrow Agreement and Lock-Up, respectively, all on the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

The parties agree as follows:

ARTICLE 1

DEFINITIONS

The following terms, as used herein, have the following meanings:

“1933 Act” means the Securities Act of 1933, as amended.

“1934 Act” means the Securities Exchange Act of 1934.

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in the 1933 Act and the rules and regulations promulgated thereunder.

“Business Day” means any day other than a Saturday, Sunday or legal or bank holiday in the City of New York, State of New York, London, England or in Athens, Greece. If any time period set forth in this Agreement expires on other than a Business Day, such period shall be extended to and through the next succeeding Business Day.

“Investors” has the meaning set forth in the Preamble.

“Common Stock” has the meaning set forth in the Preamble.

“Company SEC Documents” means all documents, as such documents may have been amended, filed by the Company with the Securities and Exchange Commission under either the 1933 Act or the 1934 Act since its formation.

“Indemnified Damages” has the meaning set forth in Section 6.1.

“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such property or asset. For purposes of this Agreement, a Person shall be deemed to own subject to a Lien, any property or asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Purchase Price” has the meaning set forth in Section 3.1.

“SEC” means the Securities and Exchange Commission.

“Seller” and “Sellers” has the meaning set forth in the Preamble.

“Shares” has the meaning set forth in the Preamble.

Any reference in this Agreement to (i) a statute shall be to such statute, as amended from time to time, and to the rules and regulations promulgated thereunder and (ii) the word “including” shall mean “including, without limitation.”

ARTICLE 2

PURCHASE AND SALE

Upon and subject to the terms and conditions contained in this Agreement, the Escrow Agreement and the Lock-Up, as amended or to be amended in accordance with Exhibits A and B hereof., on the date hereof, upon payment of the Purchase Price pursuant to the terms of this Agreement, Sellers shall sell, transfer and deliver to the Investors and Investors will receive good and valid legal title to the Securities owned by each such Seller and full beneficial ownership of the Securities owned by such Seller, free and clear of all Liens. Upon receipt of the Purchase Price, as defined below, the Sellers acknowledge that they shall have no further interest in the Securities.

ARTICLE 3

PURCHASE PRICE; PAYMENT AND CLOSING

3.1 Purchase Price. The consideration to be paid by Investors to Sellers for the acquisition of the Securities by Investors shall be an aggregate purchase price of $25,000,000 (the “Purchase Price”) to be paid in equal portions to each Seller.

3.2 Obligations of Sellers. The Sellers shall deliver to Investors on the date hereof:

3.2.1 Duly executed stock and warrant powers with respect to the Shares and Warrants;

3.2.2 Irrevocable proxies with respect to the voting of the Shares;

3.2.3 Limited powers of attorney of even date herewith among the Investors and certain shareholders of the Company, by the Investors on behalf of the Sellers;

3.2.4 A letter agreement addressed to the Escrow Agent, in the form attached hereto as Exhibit A, with respect to the release of the Shares from escrow directly to the Investors;

3.2.5 A letter agreement addressed to Maxim, in the form attached hereto as Exhibit B, with respect to the release of the Warrants from the Lock-Up directly to the Investors;

3.2.6 Resignations as directors and officers of the Company from each of the Sellers and resignations as directors from George Hamawi and Roland Beberniss;

3.2.7 An executed letter agreement, in the form attached hereto as Exhibit C, terminating the Company’s obligation to pay Balthellas Chartering S.A., and any other Affiliates of Sellers, a monthly fee of $7,500 for administrative, technology and secretarial services, as well as for the use of limited office space in Athens, Greece;

3.2.8 A legal opinion of counsel, which opinion and counsel shall be reasonably acceptable to Investors concerning this Agreement, the Escrow Agreement and the Lock-Up; and

3.2.9 Such other certificates, instruments and documents of transfer, if any, as may be necessary to consummate the transactions contemplated by this Agreement.

3.3 Obligations of Investors. The Investors shall deliver to Sellers:

3.3.1 By wire transfer of the Purchase Price made within one (1) business day after the date hereof; and

3.3.2 Such other certificates, instruments and documents of transfer if any, as may be necessary to consummate the transactions contemplated by this Agreement.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF SELLERS

Each of the Sellers, severally and jointly, makes the representations and warranties contained in this Article 4 to Investors, intending that Investors rely on each of such representations and warranties in order to induce Investors to enter into and complete the transactions contemplated by this Agreement.

4.1 Authorization. The execution, delivery and performance by each Seller of this Agreement and the consummation by each Seller of the transactions contemplated hereby are within each Seller’s powers and have been duly authorized by all necessary action on the part of such Seller. This Agreement constitutes a valid and binding agreement of each Seller, enforceable against each Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws relating to or affecting creditor’s rights and remedies generally, and subject as to enforceability of general principles of equity (whether considered in a proceeding in equity or at law).

4.2 Corporate Existence and Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Republic of the Marshall Islands and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now

conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary.

4.3 Governmental Authorization. The execution, delivery and performance by each Seller of this Agreement and the consummation by each Seller of the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental body, agency, official or authority, domestic or foreign.

4.4 Non-contravention. The execution, delivery and performance by each Seller of this Agreement and the consummation by each Seller of the transactions contemplated hereby do not and will not (i) contravene, conflict with, or result in a violation or breach of any provision of any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or decree binding upon or applicable to such Seller or the Company, including applicable United States federal securities laws, (ii) contravene, conflict with, or result in a violation or breach of any provision of any written or oral agreement to which either Seller is a party, including but not limited to the Escrow Agreement and the Lock-Up, (iii) require any consent or other action by any Person under, constitute a default or an event that, with or without notice or lapse of time or both, could become a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which such Seller is entitled under any provision of any agreement or other instrument binding upon such Seller or any license, franchise, permit, certificate, approval or other similar authorization affecting the assets or business of such Seller or the Company, except for the consents of Maxim, the Escrow Agent, Georgios Koutsolioutsos, Alexios Komninos and Ioannis Tsigkounakis, which consents have already been obtained, or (iv) result in the creation or imposition of any Lien on the Securities.

4.5 Title to Securities. Subject to the terms and provisions of the Escrow Agreement, each Seller has good and valid legal title to the respective Securities owned by him, full beneficial ownership of the Securities owned by him and full legal right and power to transfer and deliver the Securities owned by him to Investors in the manner provided in this Agreement. Upon payment of the Purchase Price pursuant to the terms of this Agreement, Investors will receive good and valid legal title to the Securities owned by such Seller and full beneficial ownership of the Securities owned by such Seller, free and clear of all Liens, subject to the terms and provisions of the Escrow Agreement and the Lock-Up, as amended or to be amended in accordance with Exhibits A and B hereof.

4.6 SEC Filings. As of its filing date, as any such filing may have been amended prior to the date hereof, each Company SEC Document complied, as to form and content in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be, and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

4.7 No Undisclosed Material Liabilities. Since March 31, 2008, there was been no material change in the financial condition of the Company. Except as disclosed in the Company SEC Documents, there are no material liabilities or obligations of the

Company of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than:

4.7.1 liabilities or obligations disclosed and/or provided for in the Company SEC Documents; and

4.7.2 liabilities or obligations incurred in the ordinary course of business consistent with past practices since the date of the last balance sheet included in the Company SEC Documents, including but not limited to pending invoices by Loeb & Loeb for approximately $600,000 ($250,000 of which is deferred until closing of the Business Combination), Weinberg and Co. for approximately $30,000, Vgenopoulos & Partners for $143,224, Helix for recent ship inspections (amount unknown), Balthellas for $3,750, or in connection with the transactions contemplated hereby.

4.8 Litigation. There is no litigation or other administrative or judicial proceedings pending or threatened that might endanger each Seller’s right to sell the Securities owned by him to Investors. There are no judgments against either Seller that might endanger such Seller’s right to sell the Securities owned by him in accordance with the terms of this Agreement.

4.9 Employment, Consulting and Other Agreements. Except for continuing rights to indemnification as contemplated by Section 4.10, neither Seller nor any Affiliate of any Seller is a party to any employment agreement or consulting agreement with the Company, or to any other agreement which entitles such Seller or any of its Affiliates to payments from the Company except for such agreements that are being terminated pursuant to this Agreement.

4.10 Repayment of Loans. . Each Seller hereby confirms that all loans made by him or his Affiliates to the Company and/or its Affiliates have been satisfied in full and no such Seller is due any further amounts from the Company or its Affiliates for any purpose. Nothing herein shall be construed as a release of any obligations the Company may have to provide indemnification to the Sellers or to affect their rights under the Company’s directors and officers liability insurance.

4.11 Possession of Company Property. Except as set forth in Schedule 4.11, neither Seller is in possession of any Company property.

4.12 No Other Company Agreements. Except as set forth in Schedule 4.12, neither Seller has entered into any agreements on behalf of the Company except such agreements as have been fully performed or agreements that have been filed by the Company as exhibits to the Company SEC Documents.

4.13 Finders’ and Advisory Fees. There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Seller who might be entitled to any fee or commission from Seller in connection with the transactions contemplated in this Agreement, but as Buyer is aware, both Maxim and Loeb & Loeb are parties to such agreements with the Company (but not the Sellers) with respect to the Business Combination which may follow this transaction.

4.14 Recent Financial Transactions. Attached hereto as Schedule 4.14 is a ledger of all payments made by the Company between April 1, 2008 and April 30, 2008. This ledger was prepared from the books and records of the Company and represents all payments made by the Company during this time period.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF INVESTORS

Investors severally make the representations and warranties contained in this Article 6 to Sellers intending that Sellers rely on each of such representations and warranties in order to induce Sellers to enter into and complete the transactions contemplated by this Agreement.

5.1 Corporate Existence and Power. Each Investor is an entity duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with the requisite power and authority to enter into this Agreement and the transactions contemplated hereby. Each Investor is duly qualified to conduct business and is in good standing as a foreign corporation or other legal entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing as the case may be, could not, individually or in the aggregate, have or reasonably be expected to result in, a material adverse effect on the Investors.

5.2 Authorization. The execution, delivery and performance by Investors of this Agreement and the consummation by Investors of the transactions contemplated hereby are within the Investors power and have been duly authorized by all necessary action. This Agreement constitutes a valid and binding agreement of Investors, enforceable against Investors in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws relating to or affecting creditor’s rights and remedies generally, and subject as to enforceability of general principles of equity (whether considered in a proceeding in equity or at law).

5.3 Governmental Authorization. The execution, delivery and performance by Investors of this Agreement and the consummation by Investors of the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental body, agency, official or authority, domestic, or foreign, other than compliance with any applicable requirements of the 1933 Act, the 1934 Act and any other applicable securities laws, whether state or foreign.

5.4 Non-contravention. The execution, delivery and performance by Investors of this Agreement and the consummation by Investors of the transactions contemplated hereby do not and will not contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws of Investors.

5.5 Investment Representations. .

5.5.1 Acknowledgment. Each Investor understands and agrees that the Securities have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the transfer of the Securities is being effected in reliance upon one or more exemptions from registration afforded under the Securities Act of 1933, as amended (the “Act”).

5.5.2 Status. Each Investor represents and warrants to Sellers that such Investor is an “Accredited Investor” as defined in the rules promulgated under the Act. Each Investor severally understands that the Securities are being offered and sold to such Investor in reliance upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Investor set forth in this Agreement, in order that the Sellers may determine the applicability and availability of the exemptions from registration of the Securities on which Sellers are relying.

5.5.3 Stock Legends. Each Investor hereby agrees with Sellers as follows:

5.5.4 Securities Act Legend. The certificates evidencing the Securities, and each certificate issued in transfer or exchange thereof, will bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

5.5.5 Other Legends. The certificates representing the Securities, and each certificate issued in transfer or exchange thereof, will also bear any other legend required under any applicable Law, including, without limitation, any U.S. state corporate and state securities law, or contract.

5.5.6 Opinion. No Investor will transfer any or all of the Securities absent an effective registration statement under the Act and applicable state securities law covering the disposition of such Securities, without first providing the Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Company) to the effect that such transfer will be exempt from the registration and the prospectus delivery requirements of the Act and the registration or qualification requirements of any applicable U.S. state securities laws.

5.6 Review of Company SEC Documents. Each Investor has reviewed the Company SEC Documents, including the exhibits thereto.

5.7 Escrow of Shares; No Value on Liquidation.. Each Investor acknowledges and agrees that the Shares will be escrowed pursuant to the Escrow Agreement and that the Securities will become worthless if no Business Combination is consummated and the Investors will have no recourse against Sellers as a result of such event.

5.8 No Redemption of Shares. The Investors acknowledge that they shall not be entitled to receive distributions of interest from the Company with respect to the Shares prior to a Business Combination and that they shall not be permitted to require the Company to redeem the Shares either upon a Business Combination or upon liquidation of the Company prior to a Business Combination.

5.9 Finders’ or Advisory Fees. There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Investors who might be entitled to any fee or commission from Sellers upon consummation of the transactions contemplated by this Agreement.

ARTICLE 6

INDEMNIFICATION

6.1 Indemnification by Sellers. From and after the Closing, Sellers, severally and jointly, shall indemnify, defend and hold harmless Investors, the Company and their respective officers, directors, shareholders, employees, agents and Affiliates and their successors and assigns against any loss, claim, damage, cost, obligation, liability, penalty and expense, including all legal and other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, cost, obligation, liability, penalty or expense or action in respect of such matters (collectively referred to as “Indemnified Damages”), occasioned by, arising out of or resulting from any breach or default of any representation or warranty by, or covenant of, such Seller contained in this Agreement or any other agreement provided for in this Agreement.

6.2 Indemnification by Investors. From and after the Closing, Investors shall indemnify, defend and hold harmless Sellers and their heirs, personal representatives, agents, successors, and Affiliates against any Indemnified Damages occasioned by, arising out of or resulting from any breach or default of any representation or warranty

by, or covenant of, Investors contained in this Agreement or any other agreement provided for in this Agreement.

6.3 Maximum Indemnification. . The maximum amount for which either Seller shall be obligated to Investors or for which Investors shall be obligated to Sellers for Indemnified Damages hereunder shall be the portion of the Purchase Price received by each such Seller or paid by each such Investor; provided, however, that there shall be no limit on Indemnified Damages if such Indemnified Damages are the result of fraud.

6.4 Notice of Indemnification. Upon receipt by an indemnified party of notice of the commencement against it of any action involving a claim, such indemnified party, if a claim in respect of such action is to be made by it against any indemnifying party under this Article 6, shall promptly notify in writing the indemnifying party of such commencement. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of such commencement, the indemnifying party will be entitled to participate in the defense and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense of the action, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense, the indemnifying party will not be liable to such indemnified party under this Article 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party unless the indemnifying party had determined not to assume the defense of the action. The indemnifying party will not settle or compromise any claim or action without the written consent of the indemnified party (which consent shall not be unreasonably withheld).

ARTICLE 7

POST CLOSING COVENANTS

7.1 Voting Agreement. .Sellers acknowledge that Investors plan to enter into a voting agreement with certain shareholders of the Company and that the Shares will be subject to any such voting agreement. Because the Investors will not be the registered owners of the Shares until after they are delivered to the Investors pursuant to the terms of the Escrow Agreement, the Sellers acknowledge that they will be named as parties to any such voting agreement. Until such time as the Shares are registered into the names of the Investors, each Seller agrees as follows: (i) that pursuant to a limited power of attorney executed by each Seller on the date hereof, the Investors shall be permitted to sign any such voting agreement in the name of and on behalf of each Seller, (ii) that pursuant to a limited power of attorney executed by each Seller on the date hereof, the Investors shall be permitted to sign any and all amendments to any voting agreement in the name of and on behalf of each Seller; (iii) that pursuant to a limited power of attorney executed by each Seller on the date hereof, the Investors shall be permitted to sign such other documents and take such other actions in the names of the Sellers as may be

necessary or desirable, in the sole opinion of Investors, to give effect to any voting agreement; (iv) that he will promptly acknowledge, if and when so requested by Investors, that Investors own all rights to the Shares, have the irrevocable right to vote such Shares and receive any and all dividends with respect to such Shares (and the right to subordinate the right to receive dividends with respect to the Shares to the rights of third parties); (v) that he will not vote the Shares unless requested to do so in writing by the Investors; and (vi) that he will promptly do all other things, take all other actions and execute all other documents as may be reasonably requested by Investors to provide Investors with the full benefit of ownership of the Shares on the date hereof even though the registration of such Shares in the names of the Investors shall not occur until the Shares are released to Investors from the Escrow Agreement.

7.2 Voting of Shares by Investors. In connection with the vote required to consummate a Business Combination, the Investors agree that they will vote all Shares in accordance with the majority of the votes cast by the holders of the Common Stock issued by the Company in its initial public stock offering.

7.3 No Representation or Warranty. Notwithstanding any other provisions of this Agreement, the parties acknowledge and agree that neither requires nor has given any representation or warranty regarding the consistency of the transactions contemplated by this Agreement with previous disclosure contained in the Registration Statement or any other Company SEC Document filed under the 1934 Act and neither Sellers nor Investors will have any liability to each other with respect to such matters.

7.4 Actions with Respect to Securities. . . Following the date hereof, Investors shall have the sole right to take any and all actions with respect to the Securities, except such actions taken by Sellers at the request of Investors. Specifically, Sellers authorize Investors either to sue in their respective names with respect to any maters relating to the Securities, or to sue in the names of the Investors with respect to any matters relating to the Securities, in either case at the sole cost of the Investors.

7.5 No Creation of Liens with Respect to Shares. . . Until the Shares have been released from the Escrow Agreement and delivered to Investors and until the Warrants have been released from the Lock-Up and delivered to Sellers, neither Seller shall create or allow to be created any Liens with respect to the Securities.

7.6 Directors and Officers Liability Insurance. . . The Company shall maintain directors and officers liability insurance, which covers the Sellers in their respective capacities as former officers and directors of the Company, until the earlier of its dissolution or the date that is six years after the date hereof.

7.7 Release of Company and its Officers and Directors. Sellers hereby release the Company and its officers, directors and shareholders from any claims they may have now or in the future, whether contractual, statutory or otherwise, against any of the Company, its officers, directors and shareholders relating to the Company or its securities, including but not limited to (i) the formation of the Company, (ii) the operation of the Company (including agreements between the Sellers and the Company), (iii) the dismissal of either Seller as an officer, director or employee of the Company, if applicable, (iv) agreements with any of the officers, directors or shareholders, and (v) any negotiations, actions, agreements and transactions relating to or

contemplated by this Agreement. Notwithstanding the foregoing, nothing herein shall be construed as a waiver of any indemnification claim that either Seller may have against the Company regardless of whether such claim arises after the date hereof. The Company and each of its officers and directors shall be third-party beneficiaries to the foregoing release.

7.8 Assignment of Registration Rights. Sellers hereby transfer and assign to the Investors all of Sellers’ rights and obligations under that certain registration rights agreement dated as of September 28, 2007 among the Company and each of the parties executing a signature page thereto.

7.9 Delivery of Records Promptly after the request of Investors, Sellers shall deliver all records set forth on Schedule 4.11 to the Investors by delivering such documents to Vgenopoulos & Partners Law Firm, 15, Filikis Eterias Square, 10673 Athens, Greece or to such other place as may be requested by Investors.

ARTICLE 8

MISCELLANEOUS

8.1 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing and shall be delivered or sent, with the copies indicated, by personal delivery, facsimile (with confirmation and additional copy sent by overnight delivery service) or overnight delivery service (by a reputable international carrier) to the parties as follows (or at such other address as a party may specify by notice given pursuant to this Section):


To the Sellers:		Name of Seller
		c/o Balthellas Chartering S.A.
		10 Amfitheas Avenue
		17564 P. Faliro
		Athens, Greece
		Attention: Chief Executive Officer
		Facsimile: +30-210-940-6933

With a copy to:		Mintz Levin Cohn Ferris Glovsky & Popeo, P.C.

		666 Third Avenue
		New York, New York 10017
		Attention: Kenneth R. Koch, Esq.
		Facsimile: +212-983-3115

To Investors:		Name of Investor
		c/o 11 Poseidonos Avenue
		16777 Elliniko
		Athens, Greece


		Attention: Dale Ploughman
		Facsimile: +30-210-898-3595

With a copy to:		Broad and Cassel
		One Biscayne Tower, 21^st Floor
		2 South Biscayne Boulevard
		Miami, Florida 33131
		Attention: A. Jeffry Robinson, Esq.
		Facsimile: +305-373-9443

All notices shall be deemed given and received one business day after their delivery to the addresses for the respective party(ies), with the copies indicated, as provided in this Section.

8.2 Entire Agreement. This Agreement contains the sole and entire binding agreement among and representations made by the parties to each other and supersede any and all other prior written or oral agreements and representations among them.

8.3 Amendment. No amendment or modification of this Agreement shall be valid unless in writing and duly executed by the parties affected by the amendment or modification.

8.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective representatives, heirs, successors and permitted assigns.

8.5 Waiver. Waiver by any party of any breach of any provision of this Agreement shall not be considered as or constitute a continuing waiver or a waiver of any other breach of the same or any other provision of this Agreement.

8.6 Captions. The captions contained in this Agreement are inserted only as a matter of convenience or reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any of its provisions.

8.7 Further Assurances. . Each party agrees that it will execute and deliver, or cause to be executed and delivered, on or after the date of this Agreement, all such other documents and instruments as are reasonably required for the performance of such party’s obligations hereunder and will take all commercially reasonable actions as may be necessary to consummate the transactions contemplated hereby and to effectuate the provisions and purposes hereof.

8.8 Construction. In the construction of this Agreement, whether or not so expressed, words used in the singular or in the plural, respectively, include both the plural and the singular and the masculine, feminine and neuter genders include all other genders. Since all parties have engaged in the drafting of this Agreement, no presumption of construction against any party shall apply.

8.9 Section References. All references contained in this Agreement to Sections shall be deemed to be references to Sections of this Agreement, except to the extent that any such reference specifically refers to another document. All references to Sections shall be deemed to also refer to all subsections of such Sections, if any.

8.10 Severability. In the event that any portion of this Agreement is illegal or unenforceable, it shall affect no other provisions of this Agreement, and the remainder of this Agreement shall be valid and enforceable in accordance with its terms.

8.11 Third-Party Beneficiaries. The Sellers and the Investors acknowledge that this Agreement benefits Maxim Group, LLC, the Company and the officers and directors of the Company, and that such persons shall be entitled to the benefits of this Agreement and shall be entitled to maintain an action or institute an arbitration proceed based upon this Agreement. Nothing in this Agreement, express or implied, is intended to (a) confer upon any Person other than the foregoing Persons, the parties to this Agreement, and as set forth in Sections 8.4 and 8.12, any rights or remedies under or by reason of this Agreement as a third-party beneficiary or otherwise; or (b) authorize anyone other than the parties to this Agreement or the Persons named in this Section to maintain an action or institute an arbitration proceeding pursuant to or based upon this Agreement.

8.12 Assignment. Neither this Agreement nor any rights under this Agreement may be assigned by any party without the written consent of all other parties; provided, however, Investors may assign this Agreement to an Affiliate or Affiliates of Investors.

8.13 Other Documents. The parties shall take all such actions and execute all such documents which may be necessary to carry out the purposes of this Agreement, whether or not specifically provided for in this Agreement.

8.14 Governing Law. This Agreement and the interpretation of its terms shall be governed by the laws of the State of New York, without application of conflicts of law principles.

8.15 Attorneys’ Fees. The Sellers and the Investors shall pay their respective attorneys’ fees and expenses for the negotiation and preparation of this Agreement and the other agreements contemplated by this Agreement.

8.16 Public Disclosure. No party to this Agreement shall make any public disclosure or publicity release pertaining to the existence of the subject matter contained in this Agreement without notifying and consulting with the other parties; provided, however, that notwithstanding the foregoing, each party shall be permitted to make required filings with the Securities and Exchange Commission. With respect to the press release and Form 6-K to be filed in connection with this transaction, the Investors shall provide the Sellers with a copy of such release in advance and a reasonable opportunity to comment thereon.

8.17 Jurisdiction. Any dispute regarding this Agreement shall be exclusively referred to arbitration in London in accordance with Arbitration Act 1996 (England and Wales) or any statutory modification or re-enactment thereof, and the parties agree to

submit to the personal and exclusive jurisdiction and venue of such arbitrators. Any and all disputes hereunder shall be referred by the parties hereto to three arbitrators, each party to appoint one arbitrator and the two so appointed shall appoint the third who shall and as chairman of such panel of arbitrators. Upon receipt by one party of the nomination in writing of such other party’s arbitrator, that party shall appoint its arbitrator within ten days, failing which the decision of the single arbitrator appointed shall apply. The two arbitrators so appointed shall appoint the third arbitrator within ten days, failing which the single arbitrator shall act as sole arbitrator and any decision of the sole arbitrator shall be binding on both parties. The arbitration shall be conducted in accordance with the terms of the London Maritime Arbitrators Association then in effect. For purposes of Section 8.17 of this Agreement, the Sellers shall be deemed to be one party and the Investors shall be deemed to be one party.

8.18 Currency. All monetary amounts in this Agreement are stated in United States dollars ($) and shall be paid in that currency. No changes shall be made in any of such amounts based upon changes in the value of the United States dollar against any other currency.

8.19 Execution in Counterparts; Facsimile Signatures. This Agreement and any amendment, waiver or consent hereto may be executed by the parties hereto in separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument. All such counterparts may be delivered among the parties hereto by facsimile or other electronic transmission, which shall not affect the validity thereof.

[SIGNATURES ON FOLLOWING PAGE]

The parties have executed this Agreement as of the date set forth above.


	SELLERS:
	/s/ Panagiotis Zafet
	PANAGIOTIS ZAFET



	/s/ Simon Zafet
	SIMON ZAFET


INVESTORS: UNITED CAPITAL INVESTMENTS CORP.
By:	/s/ Evan Breibart
	Name:	Evan Breibart
	Title:	Attorney in fact


ATRION SHIPBUILDING CORP.
By:	/s/ Evan Breibart
	Name:	Evan Breibart
	Title:	Attorney in fact


PLAZA SHIPBUILDING CORP.
By:	/s/ Evan Breibart
	Name:	Evan Breibart
	Title:	Attorney in fact


COMET SHIPHOLDING INC.
By:	/s/ Evan Breibart
	Name:	Evan Breibart
	Title:	Attorney in fact

EX-2 3 g13700exv2.htm EX-2 VOTING AGREEMENT EX-2 Voting Agreement

Exhibit 2

VOTING AGREEMENT

This Voting Agreement dated as of May 20, 2008 is entered into by and among Panagiotis Zafet and Simon Zafet (together, the “Former Shareholders”), and United Capital Investments Corp., Atrion Shipholding S.A., Plaza Shipholding Corp., and Comet Shipholding, Inc. (collectively, the “Investors”), and Georgios Koutsolioutsos, Alexios Komninos and Ioannis Tsigkounakis (collectively, the “Inside Shareholders”), as shareholders or beneficial owners of interests in stock of Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”), as the case may be (the Former Shareholders, the Investors and the Inside Shareholders are individually a “Shareholder” and collectively, the “Shareholders” when referred to with respect to either or both of the Company and Buyer), and the Company, as the sole shareholder of Seanergy Merger Corp., a Marshall Islands corporation (“Buyer”).

WHEREAS, the Inside Shareholders currently own 2,750,000 outstanding shares (the “Insider Shares”) of capital stock of the Company (the “Common Stock”);

WHEREAS, the Former Shareholders currently own 2,750,000 outstanding shares (the “Former Shareholder Shares”) of capital stock of the Company;

WHEREAS, the Former Shareholders have transferred all their beneficial interests in the Former Shareholder Shares to the Investors on the date hereof pursuant to a Stock Purchase Agreement between them (the “Stock Purchase Agreement”), and such Former Shareholder Shares will be transferred to the Investors once they are released from escrow pursuant to the terms of an escrow agreement;

WHEREAS, until such time as the Former Shareholder Shares are transferred to the Investors, the Former Shareholders have agreed to allow the Investors to act as their attorneys-in-fact for the sole purpose of taking certain actions with respect to this Voting Agreement, including but not limited to the execution of this Voting Agreement and any amendments thereto;

WHEREAS, the Company and certain of the Shareholders, among others, have entered into a Master Agreement dated as of the date hereof (the “Master Agreement”);

WHEREAS, pursuant to the Master Agreement, affiliates of the Investors have agreed to sell certain vessels and certain contracts to purchase vessels to Buyer, which is a wholly owned subsidiary of the Company (the “Business Combination”);

WHEREAS, pursuant to the Master Agreement, the Investors have the right to receive shares of common stock (“Buyer Common Stock”) in Buyer if the Buyer achieves certain EBITDA targets for the year ended September 30, 2009, in accordance with the Master Agreement (the “Earnout Shares”), and additional shares of Buyer Common Stock if the Investors elect to convert their convertible promissory note made by the Buyer in favor of the Investors on the date of the initial closing of the Master Agreement into Buyer Common Stock (the “Note Shares” and together with the Earnout Shares, the “Investor Shares”);

WHEREAS, in conjunction with and following the Business Combination, the Company plans to merge with and into Buyer with Buyer being the surviving corporation in such merger and all of the stock of the Company being exchanged on a one-for-one basis for Buyer Common Stock (the “Merger”);

WHEREAS, the Shareholders intend that this Voting Agreement apply to the Company before and until the time of the Merger and then apply to Buyer, which shall be the surviving corporation, after the Merger;

WHEREAS, if for some reason the Merger is delayed or does not occur and the Investors receive Investor Shares in Buyer at a time when the Company remains in existence, the Shareholders intend that this Voting Agreement apply to both the Common Stock and the Buyer Common Stock;

WHEREAS, the number of Former Shareholder Shares and the number of Insider Shares owned by each Former Shareholder and each Inside Shareholder, as the case may be, is set forth next to such Former Shareholder’s or Inside Shareholder’s name on the signature page of this Voting Agreement and the number of Investor Shares anticipated to be issued to each of the Investors, assuming the Investors earn all the Earnout Shares and elect to convert all the Note Shares into Buyer Common Stock, is set forth next to each such Investor’s name on the signature page of this Voting Agreement;

WHEREAS, as a condition to signing the Master Agreement, the Company and such Shareholders desire to enter into this Agreement so as to impose the within restrictions and obligations on the Shareholders for the mutual benefit of the parties hereto.

In consideration of the mutual covenants contained herein and for other valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Voting of Shares for Investor Nominees.

(a) Commencing on the date hereof, all Shareholders shall vote or cause to be voted all Shares (as defined in Section 3 below) in the Company owned by him, her or it, or over which he, she or it has voting control, at such meeting or in such consent, and otherwise use his, her or its respective best efforts, so as to cause six (6) people named by the Investors to be elected to the Board of Directors of the Company. Notwithstanding the foregoing, until the earlier of the Merger or September 30, 2008, all Shareholders shall vote or cause to be voted all Shares (as defined in Section 3 below) in the Company owned by him, her or it, or over which he, she or it has voting control, at such meeting or in such consent, and otherwise use his, her or its respective best efforts, so as to cause three (3) people named by the Investors to be elected to the Board of Directors of the Company.

(b) The six (6) members of the Board of Directors of the Company designated by the Investors shall be divided as equally as possible among Class A, Class B and Class C directors (as defined in the Company’s charter). The six (6) members of the Board of Directors designated by the Investors shall include at least three “independent” directors, as defined in the rules of the Securities and Exchange Commission and the rules of any applicable stock exchange.

(c) With respect to the Company, the parties hereby agree that: (i) no director shall be removed from office without the consent of the Shareholder or Shareholders entitled to designate such director; (ii) any director may be removed from office at any time, with or without cause, at the request of the Shareholder or Shareholders entitled to designate such director or at the request of or upon the death of such director, and a director so removed shall be replaced by a nominee selected by the Shareholder or Shareholders entitled to designate such director; and (iii) a director removed or replaced by a Shareholder or Shareholders entitled to designate such director shall be deemed to have ceased to be a director and to have any of the powers or authorities of a director from and after the date of service upon the Company of notice of such removal and whether a shareholders’ meeting confirming his removal is held or not.

2. Voting of Shares for Inside Shareholder Nominees

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best efforts, so as to cause six (6) people named by the Inside Shareholders to be elected to the Board of Directors of the Company. Notwithstanding the foregoing, until the earlier of the Merger or September 30, 2008, all Shareholders shall vote or cause to be voted all Shares (as defined in Section 3 below) in the Company owned by him, her or it, or over which he, she or it has voting control, at such meeting or in such consent, and otherwise use his, her or its respective best efforts, so as to cause three (3) people named by the Inside Shareholders to be elected to the Board of Directors of the Company.

(b) The six (6) members of the Board of Directors of the Company designated by the Inside Shareholders shall be divided equally among Class A, Class B and Class C directors (as defined in the Company’s charter). The six (6) members of the Board of Directors designated by the Inside Shareholders shall include at least three “independent” directors, as defined in the rules of the Securities and Exchange Commission and the rules of any applicable stock exchange.

3. Shares. Except as set forth in this Section 3, “Shares” shall mean only the Former Shareholder Shares, the Insider Shares and the Investor Shares, and any additional shares of Common Stock issued as a result of a stock dividend or stock split with respect to the Former Shareholder Shares, the Insider Shares and the Investor Shares. For purposes of clarification, except as specifically set forth in this Section 3, Shares shall not include any Common Stock acquired either upon the exercise of warrants originally issued immediately prior to the Company’s initial public stock offering or Common Stock purchased in the open market.

4. Voting of Shares for Joint Board Nominee. During the term of this Agreement, all Shareholders shall vote or cause to be voted all Shares (as defined in Section 3 above) owned by him, her or it, or over which he, she or it has voting control, at such meeting or in such consent, and otherwise use his, her or its respective best efforts, so as to cause one person jointly selected by the Investors and the Inside Shareholders to be elected to the Board of Directors of the Company. If the Investors and the Inside Shareholders fail to agree on the joint nominee, then such vacancy on the Company Board of Directors shall be filled by reference to arbitration as set forth in Section 10(c) hereof.

5. Size of Board; Required Affirmative Vote of Board on Certain Actions; Amendment to Bylaws. The Shareholders shall vote at a regular or special meeting of shareholders such Shares that they own in each of the Company and Buyer to ensure that the size of the Board of Directors of the Company and Buyer shall be set at thirteen (13) members. The Board of Directors of each of the Company and Buyer shall establish a shipping committee (the “Shipping Committee”) of three (3) directors to consider and vote upon all matters involving shipping and ship finance. The Board of Directors of each of the Company and Buyer shall delegate all such matters to their respective Shipping Committee. The Boards of Directors of each of the Company and Buyer shall cause their respective Shipping Committee to be composed of two “inside” directors appointed by the Investors and one director (either “inside” or “independent”) appointed by the Inside Shareholders. Any vacancies on the Shipping Committees shall be filled by the party that made the appointment of the person whose resignation or

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removal has caused such vacancies. If requested by a third party, the Board of Directors shall ratify any and all actions taken by the Shipping Committee as the acts of the Board of Directors. The Board of Directors of the Company and the Buyer agree, and the Articles of Incorporation and bylaws of the Buyer shall be amended to provide, that the respective Boards of Directors may not (i) dissolve the Shipping Committee; or (ii) alter the duties or composition of the Shipping Committee without an affirmative vote of not less than 80% of the Board of Directors. In addition, the bylaws of Buyer shall be amended to provide that the provisions of such bylaws relating to (i) the Shipping Committee; and (ii) the duties of the Chief Executive Officer, including but not limited to those relating to the voting of securities owned by Buyer set forth in Section 4.3, may not be amended without the affirmative vote of not less than 80% of the Board of Directors. Notwithstanding the foregoing, any transactions involving the issuance of the Company’s or Buyer’s capital stock or transactions involving a related party shall not be referred to the Shipping Committee, regardless of subject matter, but shall instead be considered by the entire Board of Directors. Buyer, in its capacity as sole shareholder of Buyer’s subsidiaries that handle shipping matters, shall vote its shares so as to ensure that the composition of their respective boards of directors mirrors that of the Shipping Committee. The parties hereto acknowledge and agree to use their respective best efforts to promptly amend the Company’s and Buyer’s Articles of Incorporation and bylaws to provide for a staggered board of directors to facilitate the implementation of the Shipping Committee.

6. Officers of the Company and Buyer. Beginning on the date hereof and continuing through the term of this Agreement, Dale Ploughman and Georgios Koutsolioutsos shall serve as Chief Executive Officer and Chairman of the Board of Directors of the Company and Buyer, respectively. If Mr. Ploughman is unable or unwilling to serve in such position, the Investors shall have the right to appoint his replacement.

7. Termination. This Agreement (other than the obligations of the Company and the Buyer under Section 9 hereof, which shall survive any termination hereof) shall terminate in its entirety two (2) years after the date hereof. Notwithstanding the foregoing, if the Investors should own less than 50% of the Former Shareholder Shares and the Investor Shares (combined as if they were all issued in the Company), the Inside Shareholders shall have the option to terminate this Voting Agreement, and if the Inside Shareholders should own less than 50% of the Insider Shares, the Investors shall have the option to terminate this Voting Agreement.

8. No Revocation. This Voting Agreement is coupled with an interest and may not be revoked, except by an amendment, modification or termination effected in accordance with Sections 7 or 10 hereof. Nothing in this Section 8 shall be construed as limiting the provisions of Sections 7 or 10 hereof.

9. Restrictive Legend. All certificates of the Company representing Shares owned by the Shareholders shall, for so long as this Voting Agreement shall remain in effect, have affixed thereto a legend substantially in the following form:

“The shares of stock represented by this certificate may be subject to certain voting agreements as set forth in a Voting Agreement, as amended from time to time, by and among the company and certain named Shareholders of the company, a copy of which is available for inspection at the offices of the Secretary of the company.”

The Company shall cooperate with the Shareholders to facilitate the removal of such legend if this Voting Agreement shall be terminated or prior thereto if Shares shall be sold, assigned or otherwise transferred by a Shareholder to an unaffiliated third party.

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10. General.

(a) Severability. The invalidity or unenforceability of any provision of this Voting Agreement shall not affect the validity or enforceability of any other provision of this Voting Agreement.

(b) Specific Performance. Each party acknowledges and agrees that there can be no adequate remedy at law for any breach by such party of the terms of this Voting Agreement, that any such breach may result in irreparable harm to the non-breaching party for which monetary damages would be inadequate to compensate the non-breaching party, and that the non-breaching party shall have the right, in addition to any other rights available under applicable law, to obtain from any court of competent jurisdiction injunctive relief to restrain any breach or threatened breach of, or otherwise to specifically enforce, any covenant or obligation of such party under this Voting Agreement, without the necessity of posting any bond or security.

(c) Effect of Merger. On and after the effective date of the Merger, all references to the Company in this Voting Agreement shall instead refer to the Buyer and all references to Common Stock shall instead refer to Buyer Common Stock, and this Voting Agreement shall remain equally as applicable to the Buyer and the Buyer Common Stock as it had been to the Company and the Common Stock.

(d) Absence of Merger. If the Merger has not occurred by September 30, 2009, then all references to the Company in this Voting Agreement shall refer to both the Company and to the Buyer and all references to Common Stock shall refer both to Common Stock and Buyer Common Stock. In essence, the Shareholders who own Common Stock shall vote pursuant to this Voting Agreement with respect to the Company, and the Shareholders who own Buyer Common Stock, including the Company, shall vote Buyer Common Stock pursuant to this Voting Agreement with respect to the Buyer.

(e) Governing Law; Consent to Jurisdiction. This Voting Agreement shall be governed by and construed in accordance with the internal laws of the State of New York (without reference to the conflicts of law provisions thereof. Any dispute regarding this Agreement shall be exclusively referred to arbitration in London in accordance with the Arbitration Act 1996 (London and Wales) or any statutory modification or re-enactment thereof, and the parties agree to submit to the personal and exclusive jurisdiction and venue of such arbitrators. Any and all disputes hereunder shall be referred by the parties hereto to three arbitrators, each party to appoint one arbitrator and the two so appointed shall appoint the third who shall and as chairman of such panel of arbitrators. Upon receipt by one party of the nomination in writing of such other party’s arbitrator, that party shall appoint its arbitrator within ten days, failing which the decision of the single arbitrator appointed shall apply. The two arbitrators so appointed shall appoint the third arbitrator within ten days, failing which the single arbitrator shall act as sole arbitrator and any decision of the sole arbitrator shall be binding on both parties. The arbitration shall be conducted in accordance with the terms of the London Maritime Arbitrators Association then in effect. For purposes of this Section of this Agreement, the Investors shall be deemed to be one party and the Inside Shareholders shall be deemed to be one party.

(f) Notices. All notices, requests, consents and other communications under this Voting Agreement shall be in writing and shall be deemed delivered (i) upon delivery when delivered personally, (ii) upon receipt if by facsimile transmission (with confirmation of receipt thereof), or (iii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below:

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If to any Inside Shareholder:

c/o Vgenopoulos & Partners Law Firm
15, Filikis Eterias Square
10673 Athens, Greece
Facsimile: +30-210-7231-462
Attention: John Papapetros

If to any Investor or Former Shareholder:

Investor or Former Shareholder Name
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
Attention: Dale Ploughman
Facsimile: +30-210-898-3595

With a copy (which shall not constitute notice) to:

Investor or Former Shareholder Name
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
Attention: Evan Breibart
Facsimile: +30-210-898-5430

Broad and Cassel
2 S. Biscayne Boulevard, Suite 2100
Miami, Florida 33131
Attention: A. Jeffry Robinson, Esq.
Facsimile: +1-305-343-9443

Any party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this Section.

(g) Complete Agreement. This Voting Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior Voting Agreements and understandings relating to such subject matter.

(h) Amendments and Waivers. This Voting Agreement may be amended or terminated and the observance of any term of this Voting Agreement may be waived with respect to all parties to this Voting Agreement (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Investors who own a majority of the Investor Shares (as to Investor Shares and Former Shareholder Shares) and with the written consent of the Inside Shareholders who own a majority of the Insider Shares. No waivers of or exceptions to any term, condition or provision of this Voting Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

(i) Assignment or Transfer of Common Stock. If any Inside Shareholder desires to transfer Insider Shares, any Investor desires to transfer Investor Shares (or the rights to Former

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Shareholder Shares), or if any Earnout Shares or Note Shares will be issued to a person or entity other than an Investor, the transferee of such shares or the new nominee named to receive Earnout Shares or Note Shares must sign a counterpart of this Voting Agreement and agree to be bound hereto as a condition to the transfer or receipt of such shares of Common Stock.

(j) Pronouns. Whenever the context may require, any pronouns used in this Voting Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.

(k) Counterparts; Facsimile Signatures. This Voting Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same document. This Voting Agreement may be executed by facsimile signatures.

(l) Filing of Beneficial Ownership Reports with the Commission. The parties hereto acknowledge that they may, by virtue of the agreements herein contained, constitute a “group” for purposes of Section 13 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and shall cooperate with each other to timely prepare and file any and all beneficial ownership reports required to be filed with the Commission as a “group” thereunder.

(m) Section Headings and References. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this Voting Agreement to a particular section or subsection shall refer to a section or subsection of this Voting Agreement, unless specified otherwise.

(n) Further Assurances. Each party agrees that it will execute and deliver, or cause to be executed and delivered, on or after the date of this Agreement, all such other documents and instruments as are reasonably required for the performance of such party’s obligations hereunder and will take all commercially reasonable actions as may be necessary to consummate the transactions contemplated hereby and to effectuate the provisions and purposes hereof.

(Remainder of page intentionally left blank. Signature pages to follow.)

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IN WITNESS WHEREOF, this Voting Agreement has been executed by the parties hereto as of the day and year first above written.


The Former Shareholders

/s/ Panagiotis Zafet

Panagiotis Zafet, by his attorney-in-fact		Number of Former
		Shareholder Shares

/s/ Simon Zafet

Simon Zafet, by his attorney-in-fact		Number of Former
		Shareholder Shares

The Investors

	UNITED CAPITAL INVESTMENTS CORP.

		Number of Investor Shares
By:	/s/ Evan Breibart

	Name: Evan Breibart
	Title: Attorney in fact

	ATRION SHIPHOLDING S.A.

		Number of Investor Shares
By:	/s/ Evan Breibart

	Name: Evan Breibart
	Title: Attorney in fact

	PLAZA SHIPHOLDING CORP.

		Number of Investor Shares
By:	/s/ Evan Breibart

	Name: Evan Breibart
	Title: Attorney in fact

	COMET SHIPHOLDING, INC.

		Number of Investor Shares
By:	/s/ Evan Breibart

	Name: Evan Breibart
	Title: Attorney in fact

The Inside Shareholders

/s/ Georgios Koutsolioutsos

Georgios Koutsolioutsos		Number of Insider Shares

/s/ Alexios Komninos

Alexios Komninos		Number of Insider Shares

/s/ Ioannis Tsigkounakis

Ioannis Tsigkounakis		Number of Insider Shares


SEANERGY MARITME CORP.

By:		/s/ Georgios Koutsolioutsos

		Name: Georgios Koutsolioutsos
		Title: President

EX-3 4 g13700exv3.htm EX-3 JOINT FILING AGREEMENT EX-3 Joint Filing Agreement

Exhibit 3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated May 30, 2008 (including amendments thereto) with respect to the Common Stock of Seanergy Maritime Corp. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: May 30, 2008


UNITED CAPITAL INVESTMENTS CORP.
By:	/s/ Evan Breibart
	Name:	Evan Breibart
	Title:	Attorney-in-Fact

ATRION SHIPBUILDING CORP.
By:	/s/ Evan Breibart
	Name:	Evan Breibart
	Title:	Attorney-in-Fact

PLAZA SHIPBUILDING CORP.
By:	/s/ Evan Breibart
	Name:	Evan Breibart
	Title:	Attorney-in-Fact

COMET SHIPHOLDING INC.
By:	/s/ Evan Breibart
	Name:	Evan Breibart
	Title:	Attorney-in-Fact


/s/ Georgios Koutsolioutsos
Georgios Koutsolioutsos



/s/ Alexios Komninos
Alexios Komninos



/s/ Ioannis Tsigkounakis
Ioannis Tsigkounakis

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