IPO Share Agreement between Star Maritime Acquisition Corp. Stockholders and Maxim Group LLC

Summary

This agreement is between certain stockholders of Star Maritime Acquisition Corp. and Maxim Group LLC. The stockholders agree to purchase a total of 1,132,500 units in the company's initial public offering (IPO). They commit to vote all shares acquired in favor of a future business combination and waive any rights to redeem or receive liquidation distributions for these shares if the company fails to complete a business combination. The shares will be held in a restricted account and cannot be sold or transferred until a business combination is completed or the company is liquidated.

EX-10.14 19 v030939_ex10-14.txt IPO SHARE AGREEMENT Star Maritime Acquisition Corp. c/o Schwartz & Weiss, P.C. 457 Madison Avenue New York, New York 10022 Attn: Prokopios (Akis) Tsirigakis Maxim Group LLC 405 Lexington Avenue New York, New York 10174 Attn: Clifford A. Teller Gentlemen: The undersigned stockholders of Star Maritime Acquisition Corp. ("Company"), in order to facilitate an initial public offering of the securities of the Company ("IPO"), hereby agree as follows: A. Purchase of Shares. The undersigned will, directly or through nominees, purchase an aggregate of 1,132,500 units in the IPO. Such purchases shall be in the names and amounts set forth on Schedule A hereto. B. Voting of Shares. If the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all of the shares of the Company's common stock acquired by the undersigned (i) in the IPO and (ii) in the aftermarket in favor of the Business Combination and therefore waives any redemption rights with respect to such shares. As used herein, a "Business Combination" shall mean an acquisition by merger, capital stock exchange, asset or stock acquisition, or similar business combination with one or more entities with agreements to acquire vessels or an operating business in the shipping industry selected by the Company, and "IPO Shares" shall mean the 1,132,500 shares of the Company's common stock included in the units purchased by the undersigned in the IPO. C. Lock-Up Agreement. The undersigned will not sell, assign, hypothecate, or transfer any IPO Shares until the earlier of consummation of a Business Combination or liquidation of the Company. In order to enforce this covenant, the undersigned agrees to deposit the IPO Shares in an account to be established at Maxim Group LLC. D. Waiver of Liquidation Distributions. The undersigned hereby waives all right, title, interest or claim of any kind in or to any liquidating distributions by the Company relating to the IPO Shares in the event of a liquidation of the Company upon the Company's failure to timely complete a Business Combination. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the __ day of _________, 2005. -------------------------------- Prokopios (Akis) Tsirigakis -------------------------------- Christo Anagnostou -------------------------------- Niko Nikiforos -------------------------------- George Syllantavos -------------------------------- Koert Erhardt -------------------------------- Tom Softeland -------------------------------- Petros Pappas 2 Schedule A Name Number of Shares - -------------- ---------------- Prokopios (Akis) Tsirigakis [350,000] George Syllantavos [132,500] Petros Pappas [600,000] Koert Erhardt [50,000] 3