Lock-Up Agreement
Exhibit
D
September 16, 2009
Grandunion, Inc.
Akti Miaouli 83 & Flessa 1-7
Xxxxxxx 000 00, Xxxxxx
Attention: Xxxxxxx Xxxxxxx
Akti Miaouli 83 & Flessa 1-7
Xxxxxxx 000 00, Xxxxxx
Attention: Xxxxxxx Xxxxxxx
| Re: | Rocket Marine Inc. Existing Shares 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
of the Company in consideration of the Purchaser consummating the transactions contemplated by the
Purchase Agreement (the “Acquisition”) of which
2,666,667 shares (the “Consideration Shares”) are
being issued directly to Rocket (as defined below). As a condition to the consummation of the
transactions contemplated by the Purchase Agreement, the Purchaser has required that, Rocket Marine
Inc., a Xxxxxxxx Islands corporation and a principal stockholder of the Company (“Rocket”), 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 (“Xxxxxxxx”) and Mons X. Xxxxx, the holder of 50% of the
outstanding shares of capital stock of Aries Energy (“Xxxxx” and together with Aries Energy, Rocket
and Xxxxxxxx, the “Rocket Group”), enter into and deliver this Agreement to the Purchaser.
In connection with the Acquisition and conditioned upon receiving the Consideration Shares
from the Company, Rocket hereby agrees that, except as otherwise set forth in the seventh paragraph
of this Agreement relating to the releases, without the prior written consent of the Purchaser
during the period from the date hereof until and through December 31, 2011 (the “Lock-Up Period”),
Rocket will not, and Aries Energy, Xxxxxxxx and Xxxxx will cause Rocket not to: (a) 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
anything to the contrary contained herein, if any Relevant Securities are foreclosed on by an
institution to which they are pledged, the Lock-Up Period shall
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be extended to December 31, 2012 as to a like number of Relevant Securities, in the aggregate,
subject to this Agreement and the Other Rocket Lock-Up (as defined below)
As used herein, the term “Relevant Security” means any shares of common stock of the Company,
par value $0.01 per share (“Common Stock”), or any other security of the Company that is
convertible into, or exercisable or exchangeable for shares of Common Stock or other equity
securities of the Company or that holds the right to acquire any shares of Common Stock or other
equity securities of the Company or any other such Relevant Security, that is beneficially owned by
Rocket, Aries Energy, Xxxxxxxx or Xxxxx prior to the consummation of the Acquisition.
Each of 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 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) Rocket shall have the right to maintain, but not increase,
the 4,500,000 (as such number may be adjusted for stock splits, stock dividends and similar events)
pledge to The Royal Bank of Scotland, provided that The Royal Bank of Scotland has agreed in
writing, in the form attached hereto as Exhibit A (the “Notice Agreement”), to provide the
Purchaser and the Company prompt notice of the occurrence of each event of default or other event
that, with notice or the passage of time, would permit such bank to foreclose on the pledged
shares, and upon execution of the Notice Agreement this condition shall be deemed satisfied, (2)
Rocket 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 of the Notice Agreement (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
(3) Rocket 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.
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Each of Aries Energy and Rocket shall use their best efforts to prevent any foreclosure on the
Relevant Securities pledged to The Royal Bank of Scotland and to Marfin Bank.
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 the Purchaser (“Grandunion Shares”)
subject to the Lock-Up Agreement dated as of even date herewith between the Purchaser and the
Company prior to December 31, 2011, then the Company shall also release, on the same terms and
conditions and for the same consideration, (if Rocket opts to be subject to such terms and
conditions or pay such consideration as provided below) as it releases such Grandunion Shares an
equal number in the aggregate of the Relevant Securities locked up pursuant to this Agreement and
the separate Lock-Up Agreement dated as of even date herewith between the Company, the Purchaser,
Aries Energy, Rocket, Xxxxxxxx and Xxxxx (the “Other Rocket Lock-Up”), 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 Grandunion
Shares or any waiver or amendment of any provision of this Agreement, the Company shall provide
five business days prior written notice to Rocket, including any terms and conditions related to
any release, waiver or amendment and consideration being paid to obtain the release, waiver or
amendment. Thereafter, Rocket 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 Rocket pursuant to any such release once Rocket 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 Rocket.
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 Rocket, it shall be sent to Rocket Marine Inc., 18, Zerva Nap. Xxx. Xxxxxxx, 000
00 Xxxxxx, Xxxxxx, Attention: Xxxxxxx Xxxxxxxx and a copy shall also be sent to Xxxxxx, Xxxxx &
Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Attention: R. Xxxx Xxxxxx, Esq.
Each of 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
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undersigned may have to require registration with the Securities and Exchange Commission of
any proposed offering or sale of a Relevant Security.
Each of Aries Energy, Xxxxxxxx and Xxxxx hereby agrees that, without the prior written consent
of the Purchaser, during the Lock-Up Period, each of Aries Energy, Xxxxxxxx and Xxxxx (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
shares of capital stock of Rocket or the Company beneficially owned by Aries Energy, Xxxxxxxx or
Xxxxx, and (b) will not establish or increase any “put equivalent position” or liquidate or
decrease any “call equivalent position” with respect to any shares of capital stock of Rocket or
the Company beneficially owned by Aries Energy, Xxxxxxxx or Xxxxx (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 any shares of capital stock of Rocket or the Company beneficially owned by Aries Energy,
Xxxxxxxx or Xxxxx, whether or not such transaction is to be settled by delivery of any shares of
capital stock of Rocket owned by Aries Energy, Xxxxxxxx or Xxxxx, other security, cash or other
consideration.
Each of the undersigned hereby represents and warrants to the Company and Purchaser 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, each of 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,
ROCKET MARINE INC. |
||||
| By: | /s/ Mons X. Xxxxx | |||
| Name: | Mons X. Xxxxx | |||
| Title: | Director | |||
| ARIES ENERGY CORPORATION |
||||
| By: | /s/ Mons X. Xxxxx | |||
| Name: | Mons X. Xxxxx | |||
| Title: | Director | |||
| /s/ Xxxxxxx Xxxxxxxx | ||||
| Xxxxxxx Xxxxxxxx | ||||
| /s/ Mons X. Xxxxx | ||||
| Mons X. Xxxxx | ||||
| Acknowledged and accepted: ARIES MARITIME TRANSPORT LIMITED |
||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Title: | Director | |||
| GRANDUNION, INC. |
||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Chief Executive Officer | |||
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