RIGHT OF FIRST REFUSAL AND
CORPORATE OPPORTUNITIES AGREEMENT
This Right of First Refusal and Corporate Opportunities Agreement (this “Agreement”) is made as of August
___2007 by and between Seanergy Maritime Corp., a Marshall Islands corporation (the “Company”) and
Hellasco Transport Ltd. (“Hellasco”) in connection with the Company’s proposed initial public offering (the
“IPO”) of units of the Company in the United States pursuant to a registration statement on Form F-1 (as
amended, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission.
WHEREAS, the Company and Hellasco share certain officers and directors; and
WHEREAS, each of the Company and Hellasco may be seeking business opportunities in the shipping
industry, and the parties desire to enter into this Agreement to clarify the business opportunities for which each
party shall have the right of first refusal.
NOW, THEREFORE, in consideration of the mutual covenants and agreements as set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Right of First Refusal .
a. Grant of Right . For the term specified in Section 2 hereof, Hellasco agrees to grant to the Company
(i) in its certificate of incorporation or equivalent document or (ii) by action of its board of directors and/or
shareholders, as applicable, a right of first refusal to any corporate opportunities belonging to it that concern a
Business Combination (as defined herein). Decisions by the Company to release Hellasco to pursue any
corporate opportunity concerning a Business Combination will be made by a majority of the Company’s
b. Scope of Right . As used herein, the term “Business Combination” shall mean any acquisition, through a
merger, capital stock exchange, asset acquisition, stock purchase or other similar business combinatio