Exhibit No.
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Exhibit
|
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10.1
|
Amendment No. 1 to the Master Agreement dated May 31, 2017
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10.2
|
Addendum No. 1 to the Memorandum of Agreement relating to Charlotte Selmer, dated May 31, 2017 by and between Hamburg Maritime NV (as the subsidiary nominee of Hunter Maritime Acquisition Corp.), as buyer and Victorscope Shipping Company Limited, as seller
|
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10.3
|
Addendum No. 1 to the Memorandum of Agreement relating to Greta Selmer, dated May 31, 2017 by and between Hamburg Maritime NV (as the subsidiary nominee of Hunter Maritime Acquisition Corp.), as buyer, and Lodeo Shipping Company Limited, as seller
|
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10.4
|
Addendum No. 1 to the Memorandum of Agreement relating to Lene Selmer, dated May 31, 2017 by and between Hamburg Maritime NV (as the subsidiary nominee of Hunter Maritime Acquisition Corp.) and Frantia Shipping Company Limited, as seller
|
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10.5
|
Addendum No. 1 to the Memorandum of Agreement relating to Hugo Selmer, dated May 31, 2017 by and between Hamburg Maritime NV (as the subsidiary nominee of Hunter Maritime Acquisition Corp.), and Rovison Shipping Company Limited, as seller
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10.6
|
Addendum No. 1 to the Memorandum of Agreement relating to Tom Selmer, dated May 31, 2017 by and between Hamburg Maritime NV (as the subsidiary nominee of Hunter Maritime Acquisition Corp.), as buyer, and Vireto Shipping Company Limited, as seller
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99.1
|
Press Release dated May 31, 2017
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HUNTER MARITIME ACQUISITION CORP.
(Registrant)
|
|
Dated: May 31, 2017
|
|
/s/ Alexander Saverys
By: Alexander Saverys
Chief Executive Officer
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HUNTER MARITIME ACQUISITION CORP., as Buyer
By: /s/ Ludovic Saverys
Name: Ludovic Saverys
Title: Chief Financial Officer
By: /s/ Benoit Timmermans
Name: Benoit Timmermans
Title: Chief Commercial Officer
ROVISON SHIPPING COMPANY LIMITED, as a Seller
By: /s/ Evangelos Sykopetritis
Name: Evangelos Sykopetritis Title: Director
By: /s/ Tina Photi
Name: Tina Photi Title: Director
FRANTIA SHIPPING COMPANY LIMITED, as a Seller
By: /s/ Evangelos Sykopetritis
Name: Evangelos Sykopetritis Title: Director
By: /s/ Tina Photi
Name: Tina Photi Title: Director
VICTORSCOPE SHIPPING COMPANY LIMITED, as a Seller
By: /s/ Evangelos Sykopetritis
Name: Evangelos Sykopetritis Title: Director
By: /s/ Tina Photi
Name: Tina Photi Title: Director
LODEO SHIPPING COMPANY LIMITED, as a Seller
By: /s/ Evangelos Sykopetritis
Name: Evangelos Sykopetritis Title: Director
By: /s/ Tina Photi
Name: Tina Photi Title: Director
VIRETO SHIPPING COMPANY LIMITED, as a Seller
By: /s/ Evangelos Sykopetritis
Name: Evangelos Sykopetritis Title: Director
By: /s/ Tina Photi
Name: Tina Photi Title: Director
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Vessel
|
Seller
|
Yard
|
Year Built
|
Vessel Type and Class
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DWT
|
Flag
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Price (USD)
|
Employment
|
|||||||||
1.
|
Charlotte Selmer
|
Victorscope Shipping Company Ltd.
|
New Times Shipbuilding (China)
|
2011
|
Capesize
|
175,154
|
The Republic of the Marshall Islands
|
27,620,000.00
|
Time charter with Swiss Marine, expiring minimum December 18, 2017, maximum April 17, 2018 at $13,500 per day
|
||||||||
2.
|
Greta Selmer
|
Lodeo Shipping Company Ltd.
|
New Times Shipbuilding (China)
|
2011
|
Capesize
|
175,181
|
The Republic of the Marshall Islands
|
27,620,000.00
|
Voyage charter with Classic Maritime, expiring about May 18, 2017 at freight rate $6,60 pmt for route C5 Port Hedland/Qingdao
|
||||||||
3.
|
Lene Selmer
|
Frantia Shipping Company Ltd.
|
New Times Shipbuilding (China)
|
2010
|
Capesize
|
175,397
|
The Republic of the Marshall Islands
|
25,320,000.00
|
Time charter with Cargill, expiring minimum July 3, 2017, maximum October 18, at $12,000 per day
|
||||||||
4.
|
Hugo Selmer
|
Rovison Shipping Company Ltd.
|
New Times Shipbuilding (China)
|
2010
|
Capesize
|
175,401
|
The Republic of the Marshall Islands
|
25,320,000.00
|
Time charter with Swiss Marine, expiring April 25, 2017 at $7,000 per day, thereafter in direct continuation expiring minimum February 10, 2018, maximum July 10, 2018 at $ 8,100 per day
|
||||||||
5.
|
Tom Selmer
|
Vireto Shipping Company Ltd.
|
New Times Shipbuilding (China)
|
2011
|
Capesize
|
175,219
|
The Republic of the Marshall Islands
|
27,620,000.00
|
Time charter with Swiss Marine, expiring minimum August 23, 2017, maximum February 22, 2018 at $7,700 per day
|
RIGHT OF FIRST REFUSAL AGREEMENT
SHIPMAN
|
![]() |
HUNTER MARITIME ACQUISITION CORP.
as grantors
and
AMBRA SHIPMANAGEMENT LIMITED
as beneficiaries
|
|
I.
|
Ambra is a management company with, amongst others, dry bulk vessels under its management.
|
II.
|
The Grantors plan to either acquire or bareboat charter dry bulk vessels.
|
III.
|
The Grantors desire to grant Ambra a right of first refusal to be appointed technical and crew ship manager of additional dry bulk vessels to be acquired or bareboat chartered by the Grantors or any of its subsidiaries or affiliates in the future, all as more closely stipulated herein and separate from the five vessels to be managed under ship management agreements dated.
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1
|
DEFINITIONS AND INTERPRETATION
|
1.1
|
For purposes of this Agreement, the following terms shall have the following meanings:
|
1.2
|
Words and expressions defined in the Master Agreement and not defined in this Agreement shall have the same meaning when used in this Agreement.
|
1.3
|
In this Agreement:
|
1.3.1
|
words denoting the plural number include the singular and vice versa;
|
1.3.2
|
words denoting persons include corporations, limited liability companies, partnerships, associations of persons (whether incorporated or not) or governmental or quasi-governmental bodies or authorities and vice versa;
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1.3.3
|
references to Recitals and Clauses are references to recitals and clauses of this Agreement;
|
1.3.4
|
references to this Agreement include the Recitals;
|
1.3.5
|
the headings are for the purposes of reference only, have no legal or other significance, and shall be ignored in the interpretation of this Agreement;
|
1.3.6
|
references to any document are, unless the context otherwise requires, references to that document as amended, supplemented, novated or replaced from time to time;
|
1.3.7
|
references to statutes or provisions of statutes are references to those statutes, or those provisions, as from time to time amended, replaced or re-enacted;
|
1.3.8
|
references to the Grantors include its successors, transferees and assignees.
|
2
|
CONDITIONS PRECEDENT
|
3
|
VESSEL ACQUISITION, CHARTER, AND SHIP MANAGEMENT RESTRICTION
|
4
|
RIGHT OF FIRST REFUSAL
|
4.1
|
During the ROFR Period, the Grantors grant Ambra the right, but not the obligation, to provide technical and crew ship management services for up to fifteen (15) ROFR Eligible Vessels in terms of the SHIPMAN.
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4.2
|
In the event that an Owner intends to purchase or bareboat charter a ROFR Eligible Vessel, then as soon as practicable or in any event not later than seven (7) calendar days after the Owner agreed to purchase or bareboat charter such ROFR Eligible Vessel, the Grantors shall notify Ambra in writing and offer to appoint Ambra to act as the technical and crew ship managers of the relevant ROFR Eligible Vessel in terms of the SHIPMAN, such notice to include -
|
4.2.1
|
full details of the Owner for purposes of Box 3 and Box 22 of the SHIPMAN;
|
4.2.2
|
full details and specifications of the ROFR Eligible Vessel for the purpose of Annex "A" to the SHIPMAN;
|
4.2.3
|
full details of crew required for the ROFR Eligible Vessel for the purpose of Annex "B" of the SHIPMAN.
|
4.3
|
As soon as practicable, but in any event, within 20 days after receipt of the Offer Notice, Ambra shall notify the Grantors in writing that either:
|
4.3.1
|
it has elected to decline to act as the technical and crew ship managers of the ROFR Eligible Vessel, in which event, the Owner shall forever be free to manage the relevant ROFR Eligible Vessel as it desires; or
|
4.3.2
|
it has elected to agree to act as the technical and crew ship managers of the ROFR Eligible Vessel, in which event the notice shall include a budget for the purpose Annex "C" of the SHIPMAN.
|
4.4
|
In the event that Ambra has delivered a Response Notice in terms of Clause 4.3.2, the Grantors shall forthwith produce and deliver an original SHIPMAN, duly populated in Boxes 3 and 22, supplemented by Annexes "A", "B", and "C", and duly executed by the Owner to Ambra with a PDF copy by e-mail in advance. Upon receipt of the PDF copy by e-mail, Ambra shall execute the SHIPMAN and return a PDF copy of the fully signed SHIPMAN by e-mail to the Owner.
|
4.5
|
In the event that Ambra fails to deliver a Response Notice in terms of Clause 4.3, Ambra shall be deemed to have declined to act as the technical and crew managers of the ROFR Eligible Vessel and Clause 4.3.1 shall be deemed applicable.
|
4.6
|
If the Owners purchase or bareboat charter one or more ROFR Eligible Vessel(s), a condition of such purchase or bareboat charter being the retention of technical and crew management services by the seller or an affiliated company of the seller, the Grantors will not be obliged to offer to appoint Ambra to act as the technical and crew ship managers of such ROFR Eligible Vessel(s). However, in the aforesaid event that the Owners purchase or bareboat charter one or more ROFR Eligible Vessel(s) for which the Grantors will not be obliged to offer to appoint Ambra to act as the technical and crew ship managers in terms of this Clause 4.6, then, notwithstanding anything to the contrary herein and unless the Grantors have offered fifteen (15) ROFR Eligible Vessels for technical and crew management by Ambra, the right of first refusal in favour of Ambra contained in this Agreement will not expire on the second anniversary of the Closing, but will continue after the second anniversary of the Closing until the earlier of (i) the date on which Grantors have offered to appoint Ambra to act as the technical and crew ship managers of one ROFR Eligible Vessel in terms of the SHIPMAN for each ROFR Eligible Vessel(s) for which the Grantors were not obliged to offer to appoint Ambra to act as the technical and crew ship managers in terms of this Clause 4.6, and (ii) the date on which the Grantors have offered fifteen (15) ROFR Eligible Vessels owned or bareboat chartered by Owners for technical and crew management by Ambra.
|
5
|
DEEMED APPOINTMENT
|
5.1
|
With effect from the date of the Response Notice in terms of Clause 4.3.2, the Grantors shall be deemed to have appointed Ambra to act as the technical and crew ship managers of the ROFR Eligible Vessel in respect of the technical and crew management services described in and subject to the SHIPMAN. For the purpose of the deemed appointment, the Grantors shall be deemed to have full authority to appoint Ambra as technical and crew ship managers of the ROFR Eligible Vessel on behalf of the Owner of such ROFR Eligible Vessel.
|
5.2
|
With effect from the date of the Response Notice in terms of Clause 4.3.2 Ambra shall be deemed to have agreed to act as the technical and crew managers of the ROFR Eligible Vessel for the Owner of such ROFR Eligible Vessel in respect of the technical and crew management services described in and subject to the terms of the SHIPMAN.
|
6
|
TERMINATION
|
6.1
|
In the event that the Master Agreement terminates ‑
|
6.1.1
|
the right of first refusal contained herein shall immediately cease to be exercisable;
|
6.1.2
|
any Offer Notice that may have been served under Clause 4.2 shall be deemed revoked and considered void.
|
6.2
|
In the event that the ROFR Period has expired, the right of first refusal contained herein shall lapse, always subject, however, to Clause 4.6.
|
7
|
COMMUNICATION
|
8
|
RIGHTS OF THIRD PARTIES
|
9
|
COUNTERPARTS
|
10
|
GOVERNING LAW
|
10.1
|
This Agreement shall be governed by and construed in accordance with English law and any dispute out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.
|
10.2
|
The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoints its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement.
|
10.3
|
In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.
|
ADDENDUM NO.1
RELATING TO A MEMORANDUM OF AGREEMENT
DATED 26 APRIL 2017
"CHARLOTTE SELMER"
|
![]() |
BETWEEN
VICTORSCOPE SHIPPING COMPANY LIMITED
as Sellers
and
HAMBURG MARITIME NV
as Buyers
|
|
(1)
|
VICTORSCOPE SHIPPING COMPANY LIMITED a company organized and existing under the laws of Cyprus and registered as a Foreign Maritime Entity under the laws of the Marshall Islands, with its registered office at 13 Karaiskaki Street 3034 Limassol, Cyprus (the "Sellers"); and
|
(2)
|
HAMBURG MARITIME NV a company organized and existing under the laws of Belgium having its registered office at De Gerlachekaai 20, 2000 Antwerp, Belgium (the "Buyers").
|
I.
|
Hunter Maritime Acquisition Corp., a corporation organized and existing under the laws of The Marshall Islands with its principal place of business at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960 The Marshall Islands (the "Original Buyers") and the Sellers entered into the MoA (as defined below).
|
II.
|
Pursuant to the terms of the MoA and a notice of nomination letter dated 19 May 2017 the Original Buyers nominated the Buyers to be buyers under the MoA and the Buyers agreed to purchase and take delivery of the Vessel (as defined below).
|
III.
|
The Sellers and Buyers and now wish to amend it on the terms of this Agreement.
|
1.
|
DEFINITIONS AND INTERPRETATION
|
1.1
|
In this Agreement:
|
1.2
|
In this Agreement, unless otherwise specified expressions defined in the MoA shall have the same meaning when used in this Agreement, unless defined otherwise herein or unless the context does not permit so.
|
2.
|
AMENDMENT TO MOA
|
2.1
|
Line 29 of clause 1 of the MoA shall be amended by deleting the words "twenty eight million eight hundred thousand (USD 28,800,000.00)" and replacing them with the words "twenty seven million six hundred twenty thousand (USD 27,620,000.00)".
|
3.
|
FURTHER ASSURANCE
|
4.
|
COSTS
|
5.
|
NOTICES
|
5.1
|
A notice given under this Agreement shall be in writing and provided in accordance with clause 17 of the MoA:
|
6.
|
THIRD PARTY RIGHTS
|
7.
|
MISCELLANEOUS
|
7.1
|
A variation of this Agreement shall be in writing and signed by or on behalf of all parties.
|
7.2
|
A person that waives a right in relation to one person, or takes or fails to take any action against that person, does not affect its rights against any other person.
|
7.3
|
If any provision of this Agreement (or part of a provision) is found by any competent authority to be invalid, unenforceable or illegal, the other provisions shall remain in force and unaffected.
|
7.4
|
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted or modified, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
|
7.5
|
This Agreement may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each party had signed the same document.
|
8.
|
GOVERNING LAW & JURISIDCTION
|
8.1
|
This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, English law.
|
8.2
|
Any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996, or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause, and as further set out in clause 16 of the MoA.
|
Signed by
|
|
for and on behalf of
|
|
VICTORSCOPE SHIPPING COMPANY LIMITED
|
By: /s/ Vangelis Sykopetritis
Name: Vangelis Sykopetritis
|
Signed by
|
|
for and on behalf of
|
|
HAMBURG MARITIME NV
|
By: /s/ Sophia Agathis
Name: Sophia Agathis
(Attorney-in-fact)
|
ADDENDUM NO.1
RELATING TO A MEMORANDUM OF AGREEMENT
DATED 26 APRIL 2017
"GRETA SELMER"
|
![]() |
BETWEEN
LODEO SHIPPING COMPANY LIMITED
as Sellers
and
HAMBURG MARITIME NV
as Buyers
|
|
(1)
|
LODEO SHIPPING COMPANY LIMITED a company organized and existing under the laws of Cyprus and registered as a Foreign Maritime Entity under the laws of the Marshall Islands, with its registered office at 13 Karaiskaki Street 3034 Limassol, Cyprus (the "Sellers"); and
|
(2)
|
HAMBURG MARITIME NV a company organized and existing under the laws of Belgium having its registered office at De Gerlachekaai 20, 2000 Antwerp, Belgium (the "Buyers").
|
I.
|
Hunter Maritime Acquisition Corp., a corporation organized and existing under the laws of The Marshall Islands with its principal place of business at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960 The Marshall Islands (the "Original Buyers") and the Sellers entered into the MoA (as defined below).
|
II.
|
Pursuant to the terms of the MoA and a notice of nomination letter dated 19 May 2017 the Original Buyers nominated the Buyers to be buyers under the MoA and the Buyers agreed to purchase and take delivery of the Vessel (as defined below).
|
III.
|
The Sellers and Buyers and now wish to amend it on the terms of this Agreement.
|
1.
|
DEFINITIONS AND INTERPRETATION
|
1.1
|
In this Agreement:
|
1.2
|
In this Agreement, unless otherwise specified expressions defined in the MoA shall have the same meaning when used in this Agreement, unless defined otherwise herein or unless the context does not permit so.
|
2.
|
AMENDMENT TO MOA
|
2.1
|
Line 29 of clause 1 of the MoA shall be amended by deleting the words "twenty eight million eight hundred thousand (USD 28,800,000.00)" and replacing them with the words "twenty seven million six hundred twenty thousand (USD 27,620,000.00)".
|
3.
|
FURTHER ASSURANCE
|
4.
|
COSTS
|
5.
|
NOTICES
|
5.1
|
A notice given under this Agreement shall be in writing and provided in accordance with clause 17 of the MoA:
|
6.
|
THIRD PARTY RIGHTS
|
7.
|
MISCELLANEOUS
|
7.1
|
A variation of this Agreement shall be in writing and signed by or on behalf of all parties.
|
7.2
|
A person that waives a right in relation to one person, or takes or fails to take any action against that person, does not affect its rights against any other person.
|
7.3
|
If any provision of this Agreement (or part of a provision) is found by any competent authority to be invalid, unenforceable or illegal, the other provisions shall remain in force and unaffected.
|
7.4
|
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted or modified, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
|
7.5
|
This Agreement may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each party had signed the same document.
|
8.
|
GOVERNING LAW & JURISIDCTION
|
8.1
|
This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, English law.
|
8.2
|
Any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996, or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause, and as further set out in clause 16 of the MoA.
|
Signed by
|
|
for and on behalf of
|
|
LODEO SHIPPING COMPANY LIMITED
|
By: /s/ Vangelis Sykopetritis
Name: Vangelis Sykopetritis
|
Signed by
|
|
for and on behalf of
|
|
HAMBURG MARITIME NV
|
By: /s/ Sophia Agathis
Name: Sophia Agathis
(Attorney-in-Fact)
|
ADDENDUM NO.1
RELATING TO A MEMORANDUM OF AGREEMENT
DATED 26 APRIL 2017
"LENE SELMER"
|
![]() |
|
(1) |
FRANTIA SHIPPING COMPANY LIMITED a company organized and existing under the laws of Cyprus and registered as a Foreign Maritime Entity under the laws of the Marshall Islands, with its registered office at 13 Karaiskaki Street 3034 Limassol, Cyprus (the "Sellers"); and
|
(2) |
HAMBURG MARITIME NV a company organized and existing under the laws of Belgium having its registered office at De Gerlachekaai 20, 2000 Antwerp, Belgium (the "Buyers").
|
I. |
Hunter Maritime Acquisition Corp., a corporation organized and existing under the laws of The Marshall Islands with its principal place of business at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960 The Marshall Islands (the "Original Buyers") and the Sellers entered into the MoA (as defined below).
|
II. |
Pursuant to the terms of the MoA and a notice of nomination letter dated 19 May 2017 the Original Buyers nominated the Buyers to be buyers under the MoA and the Buyers agreed to purchase and take delivery of the Vessel (as defined below).
|
III. |
The Sellers and Buyers and now wish to amend it on the terms of this Agreement.
|
1. |
DEFINITIONS AND INTERPRETATION
|
1.1 |
In this Agreement:
|
1.2 |
In this Agreement, unless otherwise specified expressions defined in the MoA shall have the same meaning when used in this Agreement, unless defined otherwise herein or unless the context does not permit so.
|
2. |
AMENDMENT TO MOA
|
2.1 |
Line 29 of clause 1 of the MoA shall be amended by deleting the words ""twenty six million five hundred thousand (USD 26,500,000.00)" and replacing them with the words "twenty five million three hundred twenty thousand (USD 25,320,000.00)".
|
3. |
FURTHER ASSURANCE
|
4. |
COSTS
|
5. |
NOTICES
|
5.1 |
A notice given under this Agreement shall be in writing and provided in accordance with clause 17 of the MoA:
|
6. |
THIRD PARTY RIGHTS
|
7. |
MISCELLANEOUS
|
7.1 |
A variation of this Agreement shall be in writing and signed by or on behalf of all parties.
|
7.2 |
A person that waives a right in relation to one person, or takes or fails to take any action against that person, does not affect its rights against any other person.
|
7.3 |
If any provision of this Agreement (or part of a provision) is found by any competent authority to be invalid, unenforceable or illegal, the other provisions shall remain in force and unaffected.
|
7.4 |
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted or modified, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
|
7.5 |
This Agreement may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each party had signed the same document.
|
8. |
GOVERNING LAW & JURISIDCTION
|
8.1 |
This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, English law.
|
8.2 |
Any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996, or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause, and as further set out in clause 16 of the MoA.
|
Signed by
|
|
for and on behalf of
|
|
FRANTIA SHIPPING COMPANY LIMITED
|
By: /s/ Vangelis Sykopetritis
Name: Vangelis Sykopetritis
|
Signed by
|
|
for and on behalf of
|
|
HAMBURG MARITIME NV
|
By: /s/ Sophia Agathis
Name: Sophia Agathis
(Attorney-in-Fact)
|
ADDENDUM NO.1
RELATING TO A MEMORANDUM OF AGREEMENT
DATED 26 APRIL 2017
"HUGO SELMER"
|
![]() |
|
(1) |
ROVISON SHIPPING COMPANY LIMITED a company organized and existing under the laws of Cyprus and registered as a Foreign Maritime Entity under the laws of the Marshall Islands, with its registered office at 13 Karaiskaki Street 3034 Limassol, Cyprus (the "Sellers"); and
|
(2) |
HAMBURG MARITIME NV a company organized and existing under the laws of Belgium having its registered office at De Gerlachekaai 20, 2000 Antwerp, Belgium (the "Buyers").
|
I. |
Hunter Maritime Acquisition Corp., a corporation organized and existing under the laws of The Marshall Islands with its principal place of business at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960 The Marshall Islands (the "Original Buyers") and the Sellers entered into the MoA (as defined below).
|
II. |
Pursuant to the terms of the MoA and a notice of nomination letter dated 19 May 2017 the Original Buyers nominated the Buyers to be buyers under the MoA and the Buyers agreed to purchase and take delivery of the Vessel (as defined below).
|
III. |
The Sellers and Buyers and now wish to amend it on the terms of this Agreement.
|
1. |
DEFINITIONS AND INTERPRETATION
|
1.1 |
In this Agreement:
|
1.2 |
In this Agreement, unless otherwise specified expressions defined in the MoA shall have the same meaning when used in this Agreement, unless defined otherwise herein or unless the context does not permit so.
|
2. |
AMENDMENT TO MOA
|
2.1 |
Line 29 of clause 1 of the MoA shall be amended by deleting the words "twenty six million five hundred thousand (USD 26,500,000.00)" and replacing them with the words "twenty five million three hundred twenty thousand (USD 25,320,000.00)".
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3. |
FURTHER ASSURANCE
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4. |
COSTS
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5. |
NOTICES
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5.1 |
A notice given under this Agreement shall be in writing and provided in accordance with clause 17 of the MoA:
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6. |
THIRD PARTY RIGHTS
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7. |
MISCELLANEOUS
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7.1 |
A variation of this Agreement shall be in writing and signed by or on behalf of all parties.
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7.2 |
A person that waives a right in relation to one person, or takes or fails to take any action against that person, does not affect its rights against any other person.
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7.3 |
If any provision of this Agreement (or part of a provision) is found by any competent authority to be invalid, unenforceable or illegal, the other provisions shall remain in force and unaffected.
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7.4 |
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted or modified, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
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7.5 |
This Agreement may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each party had signed the same document.
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8. |
GOVERNING LAW & JURISIDCTION
|
8.1 |
This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, English law.
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8.2 |
Any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996, or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause, and as further set out in clause 16 of the MoA.
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Signed by
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|
for and on behalf of
|
|
ROVISON SHIPPING COMPANY LIMITED
|
By: /s/ Vangelis Sykopetritis
Name: Vangelis Sykopetritis
|
Signed by
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|
for and on behalf of
|
|
HAMBURG MARITIME NV
|
By: /s/ Sophia Agathis
Name: Sophia Agathis
(Attorney-in-Fact)
|
Addendum no.1
RELATIng TO A MEMORANDUM OF AGREEMENT
DATED 26 APRIL 2017
"TOM SELMER"
|
![]() |
BETWEEN
VIRETO SHIPPING COMPANY LIMITED
as Sellers
and
HAMBURG MARITIME NV
as Buyers
|
(1) |
VIRETO SHIPPING COMPANY LIMITED a company organized and existing under the laws of Cyprus and registered as a Foreign Maritime Entity under the laws of the Marshall Islands, with its registered office at 13 Karaiskaki Street 3034 Limassol, Cyprus (the "Sellers"); and
|
(2) |
HAMBURG MARITIME NV a company organized and existing under the laws of Belgium having its registered office at De Gerlachekaai 20, 2000 Antwerp, Belgium (the "Buyers").
|
I. |
Hunter Maritime Acquisition Corp., a corporation organized and existing under the laws of The Marshall Islands with its principal place of business at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960 The Marshall Islands (the "Original Buyers") and the Sellers entered into the MoA (as defined below).
|
II. |
Pursuant to the terms of the MoA and a notice of nomination letter dated 19 May 2017 the Original Buyers nominated the Buyers to be buyers under the MoA and the Buyers agreed to purchase and take delivery of the Vessel (as defined below).
|
III. |
The Sellers and Buyers and now wish to amend it on the terms of this Agreement.
|
1. |
DEFINITIONS AND INTERPRETATION
|
1.1 |
In this Agreement:
|
1.2 |
In this Agreement, unless otherwise specified expressions defined in the MoA shall have the same meaning when used in this Agreement, unless defined otherwise herein or unless the context does not permit so.
|
2. |
AMENDMENT TO MOA
|
2.1 |
Line 29 of clause 1 of the MoA shall be amended by deleting the words "twenty eight million eight hundred thousand (USD 28,800,000.00)" and replacing them with the words "twenty seven million six hundred twenty thousand (USD 27,620,000.00)".
|
3. |
FURTHER ASSURANCE
|
4. |
COSTS
|
5. |
NOTICES
|
5.1 |
A notice given under this Agreement shall be in writing and provided in accordance with clause 17 of the MoA:
|
6. |
THIRD PARTY RIGHTS
|
7. |
MISCELLANEOUS
|
7.1 |
A variation of this Agreement shall be in writing and signed by or on behalf of all parties.
|
7.2 |
A person that waives a right in relation to one person, or takes or fails to take any action against that person, does not affect its rights against any other person.
|
7.3 |
If any provision of this Agreement (or part of a provision) is found by any competent authority to be invalid, unenforceable or illegal, the other provisions shall remain in force and unaffected.
|
7.4 |
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted or modified, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
|
7.5 |
This Agreement may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each party had signed the same document.
|
8. |
GOVERNING LAW & JURISIDCTION
|
8.1 |
This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, English law.
|
8.2 |
Any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996, or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause, and as further set out in clause 16 of the MoA.
|
Signed by
|
|
for and on behalf of
|
|
VIRETO SHIPPING COMPANY LIMITED
|
By: /s/ Vangelis Sykopetritis
Name: Vangelis Sykopetritis
|
Signed by
|
|
for and on behalf of
|
|
HAMBURG MARITIME NV
|
By: /s/ Sophia Agathis
Name: Sophia Agathis
(Attorney-in-Fact)
|
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