0000919574-18-007508.txt : 20181114 0000919574-18-007508.hdr.sgml : 20181114 20181114165616 ACCESSION NUMBER: 0000919574-18-007508 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20181130 FILED AS OF DATE: 20181114 DATE AS OF CHANGE: 20181114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hunter Maritime Acquisition Corp. CENTRAL INDEX KEY: 0001679450 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37947 FILM NUMBER: 181184848 BUSINESS ADDRESS: STREET 1: C/O MI MANAGEMENT COMPANY STREET 2: TRUST CO COMPLEX, STE 206, AJELTAKE ROAD CITY: MAJURO STATE: 1T ZIP: MH96960 BUSINESS PHONE: 011 32 3 247 59 35 MAIL ADDRESS: STREET 1: C/O MI MANAGEMENT COMPANY STREET 2: TRUST CO COMPLEX, STE 206, AJELTAKE ROAD CITY: MAJURO STATE: 1T ZIP: MH96960 6-K 1 d8097154_6-k.htm
 
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For the month of: November 2018

Commission File Number: 001-37947

HUNTER MARITIME ACQUISITION CORP.
(Translation of registrant's name into English)

c/o MI Management Company
Trust Company Complex, Suite 206
Ajeltake Road
P.O. Box 3055
Majuro, Marshall Islands
MH96960
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F ý  Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes   No ý

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): __________.
 
 

 



Results of Shareholder Meeting
On October 31, 2018, Hunter Maritime Acquisition Corp. (the "Company") held a meeting of shareholders (the "Meeting"). At the Meeting, shareholders approved the following:
·
an amendment to the Company's Amended and Restated Articles of Incorporation ("Charter") to extend the date by which the Company must consummate its initial business combination from November 23, 2018 to April 23, 2019 (the "Extension Amendment"); and
·
an amendment to the Investment Management Trust Agreement (the "IMTA"), by and between the Company and Continental Stock Transfer & Trust Company ("Continental"), entered into at the time of the Company's initial public offering governing the funds held in the trust account (the "Trust Account") to extend the date on which to liquidate the remainder of the Trust Account in accordance with the IMTA to April 23, 2019 (the "IMTA Amendment").
The affirmative vote of two-thirds of all outstanding Class A common shares and Class B common shares voting as a single class was required to approve the Extension Amendment.  The affirmative vote of 65% of all outstanding Class A common shares and Class B common shares voting as a single class was required to approve the IMTA Amendment.  Shareholder approval of these proposals was a condition to the consummation of the Company's previously announced tender offer to purchase up to 14,173,100 of the Company's Class A common shares at the tender offer price of $10.125 per share (the "Extension Tender Offer").
On October 31, 2018, the Company issued a press release announcing the results of the Meeting. A copy of such press release is attached as Exhibit 99.1 hereto.
Results of Extension Tender Offer
The Extension Tender Offer commenced on October 5, 2018 and expired at 5:00 PM, New York City time, on November 6, 2018. A total of 12,999,350 Class A common shares were validly tendered and not properly withdrawn. All such Class A common shares were accepted for purchase, for a total purchase price of $131,618,418.75, excluding fees and expenses related to the tender offer. Such Class A common shares accepted for purchase represent approximately 86% of the Company's issued and outstanding Class A common shares as of November 6, 2018.
On November 7, 2018, the Company issued a press release announcing the results of the Extension Tender Offer. A copy of such press release is attached as Exhibit 99.2 hereto.
Other Matters
On November 9, 2018:
·
The Company and Continental executed the IMTA Amendment, a copy of which is attached as Exhibit 10.1 hereto.
·
The Company filed with the Office of the Registrar of Corporations in the Republic of the Marshall Islands an amendment to the Company's Charter reflecting the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto. The amendment to the Company's Charter became effective immediately upon filing.
In connection with the completion of the Extension Tender Offer, CMB NV, the Company's Sponsor (the "Sponsor"), or persons on its behalf, has agreed to contribute to the Company $0.03 for each of the 2,173,750 Class A common shares that were not purchased in the Extension Tender Offer, for each calendar month commencing on November 23, 2018 until April 23, 2019, or until such earlier date that the Company completes its initial business combination.



 
On November 6, 2018, the Sponsor provided the Company with an unsecured loan in the principal amount of $500,000 (the "Promissory Note").  The Promissory Note bears interest at a rate per annum equal to LIBOR plus 0.60% and is due on the earlier of April 23, 2019 or the completion of an initial business combination by the Company. A copy of the Promissory Note is attached as Exhibit 10.2 hereto.
Exhibits
Exhibit No.
Description
   
3.1
Amendment to Amended and Restated Articles of Incorporation.
   
10.1
Amended and Restated Investment Management Trust Agreement.
   
10.2
Promissory Note dated November 6, 2018 between the Company and CMB NV.
   
99.1
Press release dated October 31, 2018 (incorporated by reference from Exhibit (a)(5)(C) to the Tender Offer Statement on Schedule TO filed by the Company on October 31, 2018).
   
99.2
Press release dated November 7, 2018 (incorporated by reference from Exhibit (a)(5)(D) to the Tender Offer Statement on Schedule TO filed by the Company on November 7, 2018).



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 14, 2018
 
HUNTER MARITIME ACQUISITION CORP.
       
 
By:
/s/ Ludovic Saverys
 
   
Name: Ludovic Saverys
 
   
Title: Chief Executive Officer
 

EX-3.1 2 d8098368_ex3-1.htm
Exhibit 3.1
 
 
ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
HUNTER MARITIME ACQUISITION CORP.
PURSUANT TO SECTION 90 OF THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT

1.
The undersigned, being a duly authorized officer of HUNTER MARITIME ACQUISITION CORP. (the "Corporation"), a corporation existing under the laws of the Republic of the Marshall Islands, does hereby certify as follows:
 
2.
The name of the Corporation is Hunter Maritime Acquisition Corp.
 
3.
The Corporation's Articles of Incorporation were filed in the Office of the Registrar of Corporations of the Republic of the Marshall Islands on June 24, 2016 and the Corporation's Amended and Restated Articles of Incorporation were filed in the Office of the Registrar of Corporations of the Republic of the Marshall Islands on November 14, 2016.
 
4.
This Amendment to the Amended and Restated Articles of Incorporation amends the Amended and Restated Articles of Incorporation of the Corporation.
 
5.
This Amendment to the Amended and Restated Articles of Incorporation was duly adopted by the affirmative vote of the holders of at least two-thirds of all then outstanding shares of common stock of the Company in accordance with the provisions of Section 72 of Division 9 of the Republic of the Marshall Islands Business Corporations Act (the "BCA") and Section 9.1(a) of Article IX.
 
6.
The text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as follows:
 
7.
(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters' over-allotment option) and certain other amounts specified in the Corporation's registration statement on Form F-1, as initially filed with the U.S. Securities and Exchange Commission (the "Commission") on October 11, 2016, as thereafter amended (the "Registration Statement"), shall be deposited in a trust account or escrow account (the "Trust Account"), established for the benefit of the Public Shareholders (as defined below) pursuant to that certain Investment Management Trust Agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes and for working capital expenses, none of the funds held in the Trust Account will be released from the Trust Account until the earlier of (i) the completion of the initial Business Combination, (ii) the redemption of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by April 23, 2019, subject to applicable law, or (iii) the redemption of the Offering Shares properly submitted in connection with a shareholder vote to approve an amendment to our Amended and Restated Articles of Incorporation that would affect the substance or timing of the Corporation's obligation to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination by April 23, 2019. Holders of shares of the Corporation's Common Stock included as part of the units sold in the Offering (the "Offering Shares") (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such shareholders are affiliates of the Corporation's sponsor, CMB NV (the "Sponsor"), or officers or directors of the Corporation) are referred to herein as "Public Shareholders."
 
8.
The text of Section 9.2(d) of Article IX is hereby amended and restated to read in full as follows:
 
(d) In the event that the Corporation has not consummated a Business Combination by April 23, 2019, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem the Offering Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable and any amounts released to the Corporation to fund working capital requirements), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish Public Shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board of Directors in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Corporation's obligations under the BCA to provide for claims of creditors and other requirements of applicable law.
 
9.
The text of Section 9.7 of Article IX is hereby amended and restated to read in full as follows:
 
Section 9.7  Additional Redemption RightsIf, in accordance with Section 9.1(a), any amendment is made to Section 9.2(d) that would affect the substance or timing of the Corporation's obligation to redeem 100% of the Offering Shares if the Corporation has not consummated a Business Combination by April 23, 2019, the Public Shareholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and any amounts released to fund working capital requirements), divided by the number of then outstanding Offering Shares. The Corporation's ability to provide such opportunity is subject to the Redemption Limitation.
 
IN WITNESS WHEREOF, I have signed this Amendment to the Amended and Restated Articles of Incorporation this 9th day of November, 2018.
 

   
/s/ Ludovic Saverys
 
   
Name: Ludovic Saverys
 
   
Title: Chief Financial Officer
 

EX-10.1 3 d8103149_ex10-1.htm
Exhibit 10.1
 

AMENDED AND RESTATED
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amended and Restated Investment Management Trust Agreement (this "Agreement") is made effective as of November 9, 2018, by and between Hunter Maritime Acquisition Corp., a Marshall Islands corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").
WHEREAS, the Company's registration statement on Form F-1 (Registration Statement No. 333-214058) (the "Registration Statement") and prospectus (the "Prospectus") for the initial public offering of the Company's units (the "Units"), each of which consists of one share of the Company's Class A common shares, par value $0.0001 per share (the "Common Shares"), and one-half warrant, each whole warrant entitling the holder thereof to purchase one Common Share (such initial public offering hereinafter referred to as the "Offering"), was declared effective on November 18, 2016 by the U.S. Securities and Exchange Commission;
WHEREAS, the Company entered into an Underwriting Agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, as representative (the "Representative") of the several underwriters (the "Underwriters") named therein;
WHEREAS, $151,731,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) was delivered to the Trustee to be deposited and held in one or more segregated trust accounts located in Belgium (or such other jurisdiction as determined in good faith by the Trustee and the Company) (the "Trust Accounts") for the benefit of the Company and the holders of the Common Shares included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any investment earnings subsequently earned thereon) is referred to herein as the "Property," the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the "Public Shareholders" and the Public Shareholders and the Company will be referred to together as the "Beneficiaries") pursuant to the investment management trust agreement dated November 18, 2016 by and between the Company and the Trustee (the "Original Agreement");
WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $5,310,585 (subject to reduction as set forth therein), is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriters upon the consummation of the Business Combination (as defined below) (the "Deferred Discount");
WHEREAS, the Company has sought the approval of its Public Shareholders at a meeting of its shareholders to: (i) extend the date before which the Company must complete a Business Combination from November 23, 2018 to April 23, 2019 (the "Extended Date," and such amendment the "Extension Amendment") or such earlier date as determined by the board of directors (the "Board") and (ii) extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed a Business Combination from November 23, 2018 to April 23, 2019 (the "IMTA Amendment");
WHEREAS, holders of at least sixty five percent (65%) of the Company's outstanding Common Shares and Class B common shares, par value $0.0001 per share, voting together as a single class approved the Extension Amendment and the IMTA Amendment; and
WHEREAS, the parties desire to amend and restate the Original Agreement to, among other things, reflect amendments to the Original Agreement contemplated by the IMTA Amendment.

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NOW THEREFORE, IT IS AGREED:
1.          Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a)          Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Accounts established by the Trustee at a branch office of KBC Bank located in Belgium or at another bank or brokerage institution that is reasonably satisfactory to the Company and the Trustee;
(b)          Manage, supervise and administer the Trust Accounts subject to the terms and conditions set forth herein;
(c)          In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined by the Company; it being understood that the Trust Accounts will earn no interest while the Property is uninvested awaiting the Company's instructions hereunder;
(d)          Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the "Property," as such term is used herein;
(e)          Promptly notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;
(f)          Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company's preparation of the tax returns relating to the Property held in the Trust Accounts;
(g)          Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company in writing to do so;
(h)          Render to the Company, and to such other person as the Company may instruct, monthly written statements of the activities of, and amounts in, the Trust Accounts reflecting all activity of the Trust Accounts, including without limitation all receipts and disbursements;
(i)          Promptly commence liquidation of the Trust Accounts only after (x) receipt of, and only in accordance with, the terms of a letter from the Company ("Termination Letter") in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, or Secretary, or another authorized officer of the Company, and complete the liquidation of the Trust Accounts, including the distribution of the Property in the Trust Accounts, including all investment earnings (which shall be net of (i) any taxes payable, (ii) working capital released to the Company and (iii) up to $100,000 of investment earnings that may be released to the Company to pay dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the Company's allocation of a portion of the investment earnings pursuant to (i), (ii) or (iii) above, only as directed in the Termination Letter and the other documents referred to therein, or (y) by 11:59 P.M. New York City time on April 23, 2019 ("Termination Date") if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Accounts shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Accounts, including investment earnings (which investment income shall be net of any taxes payable and working capital released to the Company and less up to $100,000 of investment earnings that may be released to the Company to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the Termination Date, the Trustee shall keep the Trust Accounts open until 12 months following the date the Property has been distributed to the Public Shareholders;

2




(j)          Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, withdraw from the Trust Accounts and distribute to the Company the amount of investment earnings earned on the Property requested by the Company to cover (i) any tax obligation arising in connection with the Property, or (ii) for working capital purposes, which amount, in each case, shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Accounts to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Accounts as shall be designated by the Company in writing to make such distribution so long as there is no reduction in the principal amount initially deposited in the Trust Account; provided further, however, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill for the Company and a written statement from the Chief Financial Officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess of investment earnings earned on the Property shall not be payable from the Trust Accounts). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;
(k)          Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem Common Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Company's Amended and Restated Articles of Incorporation that would affect the substance or timing of the Company's obligation to redeem 100% of its public Common Shares if the Company has not consummated an initial Business Combination within such time as is described in the Company's Amended and Restated Articles of Incorporation. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and
(l)          Not make any withdrawals or distributions from the Trust Accounts other than pursuant to Section 1(i), (j) or (k) above.
2.          Agreements and Covenants of the Company. The Company hereby agrees and covenants to:
(a)          Give all instructions to the Trustee hereunder in writing, signed by the Company's Chief Executive Officer, Chief Financial Officer, or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;
(b)          Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any investment income earned on the Property, except for expenses and losses resulting from the Trustee's gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the "Indemnified Claim"). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;
(c)          Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and

3



until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee shall refund to the Company the monthly fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof;
(d)          In connection with any vote of the Company's shareholders regarding a merger, capital stock exchange, asset acquisition, debt acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a "Business Combination"), provide to the Trustee an affidavit or certificate of the Chief Executive Officer, Chief Financial Officers or Secretary verifying the vote of the Company's shareholders regarding such Business Combination;
(e)          Provide Morgan Stanley & Co. LLC with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Accounts promptly after it issues the same;
(f)          Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A that the Deferred Discount be paid directly to the account or accounts directed by Morgan Stanley & Co. LLC;
(g)          Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and
3.          Limitations of Liability. The Trustee shall have no responsibility or liability to:
(a)          Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein;
(b)          Take any action with respect to the Property, other than as directed pursuant to this Agreement, and the Trustee shall have no liability to any party except for liability arising out of the Trustee's gross negligence, fraud or willful misconduct;
(c)          Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto or provided an indemnity reasonably satisfactory to the Trustee;
(d)          Refund any depreciation in principal of any Property;
(e)          Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;
(f)          The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee's best judgment, except for the Trustee's gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company's counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless

4



evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;
(g)          Verify the accuracy of the information contained in the Registration Statement unless such information has been provided to the Company by the Trustee in writing for inclusion in the Registration Statement;
(h)          Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;
(i)          File information returns with respect to the Trust Accounts with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;
(j)          Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Accounts, regardless of whether such tax is payable by the Trust Accounts or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or
(k)          Verify calculations, qualify or otherwise approve the Company's written requests for distributions pursuant to Sections 1(i), 1(j) and 1(k) hereof.
4.          Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind ("Claim") to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Accounts that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Accounts and not against the Property or any other monies in the Trust Accounts.
5.          Termination. This Agreement shall terminate on the earlier of:
(a)          If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Accounts to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or
(b)          At such time that the Trustee has completed the liquidation of the Trust Accounts and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).
6.          Miscellaneous.
(a)          The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary's bank or intermediary

5



bank. Except for any liability arising out of the Trustee's gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.
(b)          This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
(c)          This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i), Section 1(j) and Section 1(k) hereof (which may not be modified, amended or deleted without the affirmative vote of sixty five percent (65%) of the then outstanding Common Shares and Class B common shares of the Company voting together as a single class; provided that no such amendment will affect any Public Shareholder who has otherwise indicated his election to redeem his Common Shares in connection with a shareholder vote sought to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.
(d)          The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
(e)          Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile or electronic mail transmission:
if to the Trustee, to:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Steven G. Nelson or Francis E. Wolf, Jr.
Fax No.: (212) 509-5150
if to the Company, to:
Hunter Maritime Acquisition Corp.
c/o MI Management Company
Attention: Ludovic Saverys
Trust Company Complex, Suite 206
Ajeltake Road, P.O. Box 3055
Majuro, Marshall Islands, MH96960
Email: Ludovic.Saverys@cmb.be
in each case, with copies to:
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
Attn:   Gary J. Wolfe, Esq
             Robert E. Lustrin, Esq.
Fax No.: (212) 480-8421
Email: wolfe@sewkis.com

6




and
Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
Attn: Cowan Phan, Vice President
Email: cowan.phan@morganstanley.com
and
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Palo Alto, CA 94301
Attn: Gregg A. Noel, Esq.
Michael J. Mies, Esq.
Fax No.: (650) 470-4570
Email:   gregg.noel@skadden.com
             michael.mies@skadden.com
 
(f)          This Agreement may not be assigned by the Trustee without the prior consent of the Company.
(g)          Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Accounts under any circumstance.
(h)          This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.
(i)          This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.
(j)          Each of the Company and the Trustee hereby acknowledges and agrees that Morgan Stanley & Co. LLC, on behalf of the Underwriters, is a third party beneficiary of this Agreement.
(k)          Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.
(l)          The Trustee hereby consents to the inclusion of Continental Stock Transfer & Trust Company in the Registration Statement and other material relating to the Offering.
[Signature Page Follows]

7



IN WITNESS WHEREOF, the parties have duly executed this Amended and Restated Investment Management Trust Agreement as of the date first written above.
   
Continental Stock Transfer & Trust Company,
  as Trustee
     
   
By:
/s/ Francis E. Wolf, Jr. 
     
Name: Francis E. Wolf, Jr. 
     
Title:  Vice President
     
     
   
Hunter Maritime Acquistion Corp.
     
     
   
By:
/s/ Ludovic Saverys
     
Name: Ludovic Saverys
     
Title: Chief Financial Officer
     



8


EXHIBIT A
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Steven G. Nelson or Francis E. Wolf, Jr.
Re:          Trust Account No.Termination Letter
Gentlemen:
Pursuant to Section 1(i) of the Amended and Restated Investment Management Trust Agreement between Hunter Maritime Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company (the "Trustee"), dated as of [•], 201[.] (the "Trust Agreement"), this is to advise you that the Company has entered into an agreement with                      (the "Target Business") to consummate a business combination with Target Business (the "Business Combination") on or about [insert date]. The Company shall notify you at least ninety-six (96) hours in advance of the actual date of the consummation of the Business Combination ("Consummation Date"). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Accounts on [insert date], and to transfer the proceeds into the above-referenced trust checking account at KBC Bank to the effect that, on the Consummation Date, all of funds held in the Trust Accounts will be immediately available for transfer to the account or accounts that the Company and Morgan Stanley & Co. LLC ("Morgan Stanley") (with respect to the Deferred Discount) shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at KBC Bank awaiting distribution, neither the Company nor Morgan Stanley will earn any interest or dividends.
On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the "Notification") and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, Chief Financial Officer, or Secretary, which verifies that the Business Combination has been approved by a vote of the Company's shareholders, if a vote is held and (b) joint written instruction signed by the Company and Morgan Stanley with respect to the transfer of the funds held in the Trust Accounts, including payment of the Deferred Discount from the Trust Accounts (the "Instruction Letter"). You are hereby directed and authorized to transfer the funds held in the Trust Accounts immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Accounts may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Accounts and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Accounts, your obligations under the Trust Agreement shall be terminated.
In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Accounts shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.
   
Very truly yours,
Hunter Maritime Acquisition Corp.
     
     
   
By:
 
     
Name:
     
Title:
cc: Morgan Stanley & Co. LLC


1


EXHIBIT B
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Steven G. Nelson or Francis E. Wolf, Jr.
Re:          Trust Account No. []Termination Letter
Gentlemen:
Pursuant to Section 1(i) of the Amended and Restated Investment Management Trust Agreement between Hunter Maritime Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company (the "Trustee"), dated as of [.], 201[.] (the "Trust Agreement"), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the "Business Combination") within the time frame specified in the Company's Amended and Restated Articles of Incorporation, as described in the Company's Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Accounts on [•], 201[.] and to transfer the total proceeds into the trust checking account at KBC Bank to await distribution to the Public Shareholders. These instructions will be provided to you at least ninety-six (96) hours in advance of the expected distributions. The Company has selected [.], 201[•], as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company's Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Articles of Incorporation of the Company. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.
   
Very truly yours,
Hunter Maritime Acquisition Corp.
     
     
   
By:
 
     
Name:
     
Title:
cc: Morgan Stanley & Co. LLC

B-1


EXHIBIT C
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Steven G. Nelson or Francis E. Wolf, Jr.
Re:          Trust Account No.Withdrawal Instruction
Gentlemen:
Pursuant to Section 1(j) of the Amended and Restated Investment Management Trust Agreement between Hunter Maritime Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company (the "Trustee"), dated as of [•], 201[.] (the "Trust Agreement"), the Company hereby requests that you deliver to the Company $                   of the investment income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement][for working capital purposes] [for dissolution expenses]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company's operating account at:
[WIRE INSTRUCTION INFORMATION]
   
Very truly yours,
Hunter Maritime Acquisition Corp.
     
     
   
By:
 
     
Name:
     
Title:
cc: Morgan Stanley & Co. LLC

C-1


EXHIBIT D
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Steven G. Nelson or Francis E. Wolf, Jr.
Re:          Trust Account No.Withdrawal Instruction
Gentlemen:
Pursuant to Section 1(k) of the Amended and Restated Investment Management Trust Agreement between Hunter Maritime Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company (the "Trustee"), dated as of [.], 201[.] (the "Trust Agreement"), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $                      of the principal and investment income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such funds to pay its Public Shareholders who have properly elected to have their Common Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company's Amended and Restated Articles of Incorporation that affects the substance or timing of the Company's obligation to redeem 100% of its public Common Shares if the Company has not consummated an initial Business Combination within such time as is described in the Company's Amended and Restated Articles of Incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures.
   
Very truly yours,
Hunter Maritime Acquisition Corp.
     
     
   
By:
 
     
Name:
     
Title:
cc: Morgan Stanley & Co. LLC

C-2


SCHEDULE A
Fee Item
 
 
Time and method of payment
 
 
Amount
 
Initial acceptance fee
 
 
Initial closing of the Offering by wire transfer.
 
$
4,500.00
 
Annual fee
 
First year fee payable at initial closing of the Offering by wire transfer, thereafter on the anniversary of the effective date of the Offering by wire transfer or check.
 
 
$
11,500.00
 
Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)
 
Deduction by Trustee from accumulated income following disbursement made to Company under Section 1
 
 
$
250.00
 
Paying Agent services as required pursuant to Section 1(i)
 
Billed to Company upon delivery of service pursuant to Section 1(i)
 
Prevailing rates
 

 
 
 
 
 
 
 
 
 
 
 
C-3
EX-10.2 4 d8100019_ex10-2.htm
Exhibit 10.2
 

Execution Copy
THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: $500,000
Dated as of November 6, 2018
Hunter Maritime Acquisition Corp., a Marshall Islands corporation and blank check company (the "Maker"), promises to pay to the order of CMB NV, a Belgian company with limited liability, or its registered assigns or successors in interest (the "Payee") or order, the principal sum of Five Hundred Thousand Dollars ($500,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1.          Principal. The entire unpaid principal balance of this Note shall be payable by the Maker on the earlier of: (i) April 23, 2019 (or such later date by which the Maker must liquidate if it has not consummated its initial Business Combination (as defined in its amended and restated articles of incorporation), or (ii) on the date on which Maker consummates such Business Combination (the "Maturity Date"). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2.          Interest. Interest on the outstanding principal balance hereof shall accrue from the date hereof until paid in full at a rate per annum equal to LIBOR plus 0.60% (computed on the basis of the actual number of days elapsed over a year of 365 days), and shall be payable in full at maturity.
3.          Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney's fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
5.          Events of Default. The following shall constitute an event of default ("Event of Default"):
(a)          Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the Maturity Date.





(b)          Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c)          Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
6.          Remedies.
(a)          Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b)          Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
7.          Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
8.          Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other





provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker's liability hereunder.
9.           Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
10.          Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
11.          Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12.          Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind ("Claim") in or to any distribution of or from the trust account established in which the proceeds of the Maker's initial public offering (the "IPO") conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants to be issued in a private placement to occur prior to the closing of the IPO have been deposited, as described in greater detail in the registration statement and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
13.          Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.





14.          Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
   
HUNTER MARITIME ACQUISITION CORP.
     
     
   
By:
/s/ Ludovic Saverys
     
Name: Ludovic Saverys
     
Title:

ACKNOWLEDGED AND AGREED
as of the date first written above:
CMB NV
By:          /s/ Alexander Saverys                        
Name: Alexander Saverys
Title: Chief Executive Officer

[Signature Page to Promissory Note]