Purpose and Goal:

The purpose and goal of the Compensation Committee (the "Committee") shall be to assist the Board of Directors (the "Board") of Seanergy Maritime Holdings Corp. (the "Company") in recommending the compensation for the Company's executive officers generally and, with respect to the Company's Chief Executive Officer (the "CEO"), shall be to determine the compensation of the CEO.

Committee Membership:

The Committee shall consist of no fewer than three members of the Board of Directors of the Company that satisfy the independence requirements of the Securities and Exchange Commission (the "SEC") and The NASDAQ Stock Market ("NASDAQ").

Appointment and Removal:

The members of the Committee shall be appointed by the Board and shall serve until such member's successor is duly appointed and qualified or until such member's early resignation or retirement. The members of the Committee may be removed, with or without cause, by a majority vote of the Board. The Board may fill any vacancies on the Committee.

Committee Responsibilities and Authority:

The Committee shall have the following purpose and responsibilities:

1. 1. Review and approve corporate goals and objectives relevant to the compensation of the Company's executive officers, including the CEO; evaluate the performance of the executive officers, including the CEO, in light of those goals and objectives; and determine the compensation levels based on this evaluation. In determining the compensation of the executive officers, including the CEO, the Committee shall consider compensation of executive officers of public companies with similar businesses and public companies of similar size and capitalization, relative contribution to achievement of goals and overall performance of the Company, relative shareholder return, compensation of the executive officers in prior years, each executive officer's scope of responsibility and commitment, and each executive officer's level of performance with respect to specific areas of responsibility.
2. 2. Make determinations or recommendations to the Board with respect to the Company's incentive compensation plans and equity-based plans, including granting of options and awards to the CEO and the other executive officers pursuant to stock option plans and other incentive plans of the Company in accordance with the terms and conditions of said plans.
3. 3. Approve issuances under, or any material amendment of, any tax qualified, non-discriminatory employee benefit plan or parallel nonqualified plan pursuant to which a director, officer, employee or consultant will acquire stock or options.
4. 4. In consultation with management, oversee regulatory compliance with respect to compensation matters, including overseeing the Company's policies on structuring compensation programs to preserve tax deductibility, to the extent applicable.
5. 5. Review and approve any severance or similar termination payments proposed to be made to any current or former executive officer of the Company.
6. 6. Prepare, if applicable, an annual report on executive compensation for inclusion in the Company's annual proxy statement or other filings in accordance with applicable SEC rules and regulations.
7. 7. Perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the Company's compensation programs.

In discharging its responsibility, the Committee shall have full access to all Company books, records, facilities, personnel and outside professionals.

Advisors:

The Committee shall have the authority to retain search firms and other consultants and independent counsel to assist in the performance of its responsibilities, and to authorize the payment of all fees charged by such firms, consultants or counsel.

Meetings:

One member of the Committee shall be appointed by the Board as Chair. The Chair shall be responsible for leadership of the Committee, including scheduling and presiding over meetings, preparing agendas and making regular reports to the Board. The Committee will meet as often as necessary to carry out its responsibilities but in no event less than two times each year. The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. The Committee Chair will make reports of Committee meetings to the full Board accompanied by any recommendations to the Board approved by the Committee.

Compensation:

Members of the Committee may not receive any compensation from the Company except the fees that they receive for service as a member of the Board or any committee thereof.

Annual Review and Amendment of Charter:

The Committee shall review and reassess the adequacy of the Charter annually and recommend any proposed changes to the Board or approval. The Charter may be amended by a majority vote of the independent directors of the Board.