Lock-Up Agreement
Exhibit
E
September 16, 2009
Aries Maritime Transport Limited
8 Zerva Nap., Xxxxxxx
Xxxxxx 000 00, Xxxxxx
8 Zerva Nap., Xxxxxxx
Xxxxxx 000 00, Xxxxxx
| Re: | Grandunion Lock-Up Agreement |
Ladies and Gentlemen:
This letter agreement (this “Agreement”) relates to that certain Securities Purchase Agreement
dated as of September 16, 2009, (the “Purchase Agreement”), by and between Aries Maritime Transport
Limited, a Bermuda corporation (the “Company”), and Grandunion, Inc., a Xxxxxxxx Islands
corporation (“Purchaser”), relating to the purchase and sale of 18,977,778 shares of common stock,
par value $0.01 per share (“Common Stock”) of the Company in consideration of the Purchaser
consummating the transactions contemplated by the Purchase Agreement (the “Acquisition”).
In connection with the Acquisition, the undersigned hereby agrees that, without the prior
written consent of the Company during the period from the date hereof until and through December
31, 2011 (the “Lock-Up Period”), the undersigned: (a) will not, directly or indirectly, offer,
sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put
option with respect to, pledge, borrow or otherwise dispose of any Relevant Security (as defined
below), and (b) will not establish or increase any “put equivalent position” or liquidate or
decrease any “call equivalent position” with respect to any Relevant Security (in each case, within
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder), or otherwise enter into any swap, derivative or other
transaction or arrangement that transfers to another, in whole or in part, any economic consequence
of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery
of a Relevant Security, other security, cash or other consideration. Notwithstanding the
foregoing, nothing herein shall prevent the Purchaser from transferring 2,666,667 shares of Common
Stock to Rocket Marine Inc., a Xxxxxxxx Islands corporation and a principal stockholder of the
Company (“Rocket”) as contemplated by the Purchase Agreement (the “New Rocket Marine Shares”),
which shares will be directly issued to Rocket.
As used herein, the term “Relevant Security” means the 16,311,111 shares of Common Stock
acquired by Purchaser after the consummation of the transactions contemplated by the Purchase
Agreement, and after giving effect to the issuance of the New Rocket Marine Shares directly to
Rocket.
The undersigned hereby authorizes the Company during the Lock-Up Period to cause any transfer
agent for the Relevant Security to decline to transfer, and to note stop transfer restrictions on
the stock register and other records relating to, the Relevant Security for which the undersigned
is the record holder and, in the case of any Relevant Security for which the undersigned is the
beneficial but not the record holder, agrees during the Lock-Up Period to
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cause the record holder to cause the relevant transfer agent to decline to transfer, and to
note stop transfer restrictions on the stock register and other records relating to, such Relevant
Security.
Notwithstanding the foregoing, (1) Purchaser may pledge any or all of the Relevant Securities
owned by the undersigned to Marfin Egnatia Bank SA, Investment Bank of Greece SA and Marfin Popular
Bank Public Co Ltd. (together, “Marfin Bank”); provided, however, it shall be a condition to the
pledge that Marfin Bank execute an agreement, substantially in the form attached hereto as
Exhibit A (the “Pledge Agreement”) stating that it is receiving and holding the Relevant
Securities subject to the provisions of this Agreement and that there shall be no further pledge of
such Relevant Securities except in accordance with this Agreement, and upon execution of the Pledge
Agreement this condition shall be deemed satisfied, and (2) the undersigned may sell, transfer or
otherwise dispose of any or all of the Relevant Securities owned by the undersigned to any of its
Affiliates (as defined below) or by gift, will or intestacy; provided, however, that in any such
case, it shall be a condition to the transfer that the transferee execute an agreement stating that
the transferee is receiving and holding the Relevant Securities subject to the provisions of this
Agreement, and there shall be no further transfer of such Relevant Securities except in accordance
with this Agreement. For purposes of this Agreement, an individual, firm, corporation,
partnership, association, limited liability company, trust or any other entity (collectively, a
“Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls,
is controlled by or is under common control with such Person, including, without limitation, any
general partner, officer, director, or manager of such Person and any venture capital fund now or
hereafter existing that is controlled by one or more general partners of or shares the same
management company with such Person.
Notwithstanding anything to the contrary contained in this Agreement, if the Company agrees to
release some or all of the shares of common stock owned by Rocket and its Affiliates (the “Rocket
Marine Shares”) subject to the Lock Up Agreements dated as of even date herewith between the
Company, the Purchaser, Aries Energy Corporation, a Xxxxxxxx Islands corporation and the holder of
100% of the outstanding shares of capital stock of Rocket (“Aries Energy”), Xxxxxxx Xxxxxxxx, the
holder of 50% of the outstanding shares of capital stock of Aries Energy and Mons X. Xxxxx, the
holder of 50% of the outstanding shares of capital stock of Aries Energy prior to December 31,
2011, then the Company shall also release, on the same terms and conditions and for the same
consideration, (if the Purchaser opts to be subject to such terms and conditions or pay such
consideration as provided below) as it releases such Rocket Marine Shares an equal number in the
aggregate of the Relevant Securities locked up pursuant to this Agreement, provided that such
number shall be reduced share for share if and to the extent that any shares of common stock
subject to a permitted pledge have been foreclosed upon by the pledgee. Prior to any release of
the Rocket Marine Shares or any waiver or amendment of any provision of this Agreement, the Company
shall provide five business days prior written notice to the Purchaser including any terms and
conditions related to any release, waiver or amendment and consideration being paid to obtain the
release, waiver or amendment. Thereafter, the Purchaser shall have 90 days to indicate by written
notice to the Company whether it accepts such terms and conditions and agrees to pay such
consideration, if any. Sales may be made by the Purchaser pursuant to any such release once the
Purchaser has sent written notice to the Company to the terms and conditions, if any, and paid the
consideration, if any. Failure to respond shall be deemed to mean that the offer is declined by
the Purchaser.
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All notices given or made pursuant to this Agreement shall be in writing and shall be deemed
effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be
notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of
the recipient, and if not sent during normal business hours, then on the recipient’s next business
day, (c) one (1) business day after deposit with an internationally recognized overnight courier,
freight prepaid, specifying next business day delivery, with written verification of receipt. All
communications shall be sent to the respective parties at their address as set forth in this
paragraph, or to such e-mail address, facsimile number or address as subsequently modified by
written notice given in accordance with this paragraph. If notice is given to the Company, it shall
be sent to Aries Maritime Transport Limited, 8 Zerva Nap. Xxx., Xxxxxxx, 000 00 Xxxxxx, Xxxxxx,
Attention: Xxxxxxx Xxxxxxx and a copy shall also be sent to Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxx, Esq. If
notice is given to the Purchaser, it shall be sent to Grandunion, Inc., Xxxx Xxxxxxx 00 & Flessa
1-7, Xxxxxxx 000 00, Xxxxxx, Attention: Xxxxxxx Xxxxxxx, and a copy shall also be given to Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxxxx X. Xxxx, Esq.
The undersigned hereby further agrees that, without the prior written consent of the Company
during the Lock-Up Period, the undersigned will not: (x) file or participate in the filing with the
Securities and Exchange Commission of any registration statement, or circulate or participate in
the circulation of any preliminary or final prospectus or other disclosure document with respect to
any proposed offering or sale of a Relevant Security or (y) exercise any rights the undersigned may
have to require registration with the Securities and Exchange Commission of any proposed offering
or sale of a Relevant Security.
The undersigned hereby represents and warrants to the Company that the undersigned has full
power and authority to enter into this Agreement and that this Agreement constitutes the legal,
valid and binding obligation of the undersigned, enforceable in accordance with its terms. Upon
request, the undersigned will execute any additional documents necessary in connection with
enforcement of the terms hereof. Any obligations of the undersigned shall be binding upon the
successors and assigns of the undersigned from the date first above written.
This Agreement shall be governed by and construed in accordance with the laws of the State of
New York, without regard to the conflicts of laws principles thereof. Delivery of a signed copy of
this letter by facsimile transmission or e-mail shall be effective as delivery of the original
hereof.
Notwithstanding anything to the contrary contained herein, this Agreement shall not become
effective unless and until the closing contemplated by the Purchase Agreement, and if such closing
has not occurred on or before December 31, 2009, this Agreement will be null and void ab initio.
[Remainder of page left intentionally blank. Signature page immediately follows.]
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| Very truly yours, | ||||||
| GRANDUNION, INC. | ||||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||||
| Title: Chief Executive Officer | ||||||
Acknowledged and accepted:
| ARIES MARITIME TRANSPORT LIMITED | ||||
By:
|
/s/ Xxxxxx Xxxxxxxxx | |||
| Title: Director | ||||
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