FORM OF NOTE PURCHASE AGREEMENT AMONG ARIES MARITIME TRANSPORT LIMITED, AND THE OTHER PURCHASERS LISTED ON THE SIGNATURE PAGES HERETO AND MARFIN EGNATIA BANK SOCIETE ANONYME Dated as of October 13, 2009 Relating to $100,000 7% CONVERTIBLE SENIOR NOTES...

Exhibit 99.2

FORM OF

NOTE PURCHASE AGREEMENT

AMONG

ARIES MARITIME TRANSPORT LIMITED,

[_________________]

AND THE OTHER PURCHASERS LISTED ON THE SIGNATURE PAGES HERETO

AND

MARFIN EGNATIA BANK SOCIETE ANONYME

Dated as of October 13, 2009

Relating to $100,000

7% CONVERTIBLE SENIOR NOTES DUE 2015

TABLE OF CONTENTS

SECTION 1. DEFINITIONS AND ACCOUNTING TERMS			1
1.1. Definitions			1
1.2. Computation of Time Periods			6
1.3. Terms Generally			6
1.4. Accounting Terms			6
SECTION 2. AUTHORIZATION AND ISSUANCE OF NOTES			7
2.1. Authorization of Issue			7
2.2. Sale and Purchase of the Notes			7
2.3. Closing			7
SECTION 3. CONDITIONS TO CLOSING			8
3.1. Purchaser’s Conditions to Closing			8
3.2. The Issuer’s Conditions to Closing			10
SECTION 4. REPRESENTATIONS AND WARRANTIES			10
4.1. Organization; Powers			10
4.2. Authorization; Enforceability			10
4.3. Issuance of Common Stock			11
4.4. Governmental Approvals; No Conflicts			11
4.5. Capitalization			11
4.6. Financial Condition; No Material Adverse Change			11
4.7. Securities Purchase Agreement			12
4.8. Litigation and Environmental Matters			12
4.9. Compliance with Laws and Agreements; Licenses and Permits			12
4.10. Publicly Traded Common Stock			12
4.11. No Filings Required			13
4.12. Choice of Law			13
4.13. Investment Company Status			13
4.14. Taxes			13
4.15. Disclosure			13
4.16. Material Agreements			13
4.17. Solvency			14
4.18. Insurance			14
4.19. Federal Reserve Regulations			14
4.20. Private Offering; No Integration or General Solicitation; Rule 144A Eligibility			14
4.21. Brokerage Fees			15
4.22. Title to Property			15
4.23. Ships			15
SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS			15
5.1. Securities Act Requirements			16
5.2. Corporate Power; Authorization; Enforceability			16
5.3. No Actions or Proceedings			16
SECTION 6. COVENANTS AND UNDERTAKINGS OF THE ISSUER			16
6.1. Lock-Up Agreements			16
6.2. Operational Management of Vessels			16

6.3. Flags			17
6.4. Indebtedness			17
6.5. Merger and Consolidation			17
6.6. Use of Proceeds			17
6.7. Conversion of Common Stock			17
6.8. NASDAQ Listing			18
SECTION 7. EXPENSES, INDEMNIFICATION AND CONTRIBUTION			18
7.1. Expenses			18
7.2. Indemnification			18
7.3. Survival			19
7.4. Tax Treatment of Indemnification Payments			19
SECTION 8. MISCELLANEOUS			19
8.1. Notices			19
8.2. Benefit of Agreement and Assignments			19
8.3. No Waiver; Remedies Cumulative			20
8.4. Amendments, Waivers and Consents			20
8.5. Counterparts			20
8.6. Reproduction			20
8.7. Headings			21
8.8. Survival of Representations, Warrants, Covenants and Indemnities			21
8.9. Governing Law; Submission to Jurisdiction; Venue			21
8.10. Severability			22
8.11. Entirety			22
8.12. Construction			22
8.13. Incorporation			22
8.14. Confidentiality			22
8.15. Currency			23
8.16. Maximum Rate			23
8.17. Patriot Act			24
8.18. Further Assurances			24

EXHIBITS:
Exhibit A		—		Form of Indenture
Exhibit B		—		Form of Registration Rights Agreement
Exhibit 3.1(b)(i)		—		Form of Secretary’s Certificate
Exhibit 3.1(b)(ii)		—		Form of Officer’s Certificate
SCHEDULES:
Schedule 2.2		—		Information relating to the Purchasers
Schedule 4.5		—		Capitalization
Schedule 4.6		—		Financial Condition
Schedule 4.7		—		Securities Purchase Agreement
Schedule 4.10		—		Publicly Traded Common Stock

NOTE PURCHASE AGREEMENT

     NOTE PURCHASE AGREEMENT, dated as of October 13, 2009 among Aries Maritime Transport Limited, a Bermuda company (the “Issuer”), [__________] and each person, if any, identified on the signature pages hereto as a “Purchaser” (all such persons collectively with [________], the “Purchasers”) and Marfin Egnatia Bank Societe Anonyme (“Marfin Bank”) as beneficiary of Sections 6.1, 7.2 and 8.2 and as an obligor under Section 8.14.

     Reference is made to that certain Indenture, dated as of the date hereof, among the Issuer, Marfin Egnatia Bank Societe Anonyme, as trustee (together with its permitted successors and assigns and in such capacity, the “Trustee”), and the other parties thereto, the form of which is attached hereto as Exhibit A (the “Indenture”).

WITNESSETH:

     WHEREAS, pursuant to a securities purchase agreement, dated as of September 16, 2009, among the Issuer and Grandunion, Inc., a Xxxxxxxx Islands corporation (“Grandunion”) (the “Securities Purchase Agreement”), Grandunion will on the Closing (as defined therein) acquire shares of common stock of the Issuer (the “Acquisition”);

     WHEREAS, in connection with the Acquisition, the Issuer desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Issuer, 7.00% convertible senior notes due 2015 in the aggregate principal amount of $100,000 (the “Notes”), upon the terms and conditions set forth in this Agreement (the “Transaction”).

     NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1.
DEFINITIONS AND ACCOUNTING TERMS

1.1. Definitions.

     The following terms shall have the meanings specified herein (it being understood that defined terms shall include in the singular number, the plural, and in the plural, the singular). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Indenture.

     “Accredited Investor” means any Person that is an “accredited investor” within the meaning of Rule 501.

     “Acquisition” is defined in the Recitals.

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “Agreement” means this Note Purchase Agreement.

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     “Approved Manager” means Newlead Shipping S.A. of Capital Plaza, Floor 8, Paseo Xxxxxxx Xxxxx, Costa del Este, Panama 0819-05911, Panama City, Republic of Panama, Stamford Navigation Inc of 00 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx, Xxxxxxxx Shipping S.A. of Capital Plaza, Floor 8, Paseo Xxxxxxx Xxxxx, Costa del Este, Panama 0819-05911, Panama City, Republic of Panama, AMT Management Ltd. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH 96960, Xxxxxxxx Islands, International Tanker Management Ltd., C/O International Tanker Management Ltd., Dubai Branch, P.O. Box 24415, 4th Floor, Rais Xxxxxx Xxxxx Building, Al Mankool Rd, Dubai, United Arab Emirates, and Xxxxx Xxxxx Ship Management GmbH of Xxxxxxxxxxxxxx 00 X-00000 Xxxxxxxxx / Xxxxxxx, or any other person appointed by the Issuer or one of its Subsidiaries as the commercial, technical or operational manager of any of the Ships subject to the prior written consent of a majority of the Purchasers (such consent not to be unreasonably withheld).

     “Closing” is defined in Section 2.3(a).

     “Closing Date” is defined in Section 2.3(a).

     “Common Stock” is defined in the Indenture.

     “Contingent Obligation” means, as to any Person, any obligation of such Person in respect of indebtedness as a result of such Person being a general partner of any other Person, unless the underlying obligation is expressly made non-recourse as to such general partner, and any obligation of such Person guaranteeing or intended to guarantee any indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Issue Date. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

     “Disposal” is defined in Section 6.1.

     “Environmental Claim” means (a) any and all enforcement, clean-up, removal or other governmental or regulatory action or order or claim instituted or made pursuant to any Environmental Law or resulting from a Spill, or (b) any claim made by any other person relating to a Spill.

     “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

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     “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Issuer or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

     “Financing Documents” means the Note Purchase Agreements, the Indenture, the Notes, the Registration Rights Agreement and all schedules, exhibits and certificates delivered in connection therewith or related thereto.

     “[__________]Note Purchase Agreement” means that certain note purchase agreement dated as of the date hereof between the Issuer, [ __________ ] and the other, if any, persons identified thereunder as “Purchasers” and Marfin Bank.

     “Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including supra-national bodies such as the European Union or the European Central Bank).

     “Grandunion” is defined in the Recitals.

     “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Laws.

     “Holding Period” means any time when (i) any Purchaser or any of its Affiliates owns or otherwise holds a beneficial interest in any Note, or (ii) Marfin Egnetia Bank Societe Anonyme or any of its affiliates is acting in its capacity as the Trustee under (and as such term is defined in) the Indenture.

     “Indebtedness” shall mean, as to any Person, without duplication, (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money or for the deferred purchase price of property or services, (ii) the maximum amount drawn under all letters of credit, bankers’ acceptances and similar obligations issued for the account of such Person and all unpaid drawings in respect of such letters of credit, bankers’ acceptances and similar obligations, (iii) all Indebtedness of the types described in clause (i), (ii), (iv), (v) or (vi) of this definition secured by any Lien on any property owned by such Person, whether or not such Indebtedness has been assumed by such Person (provided that, if the Person has not assumed or otherwise become liable in respect of such Indebtedness, such Indebtedness shall be deemed to be in an amount equal to the fair market value of the property to which such Lien relates as determined in good faith by such Person), (iv) the aggregate amount of all Capitalized Lease Obligations of such Person, (v) all obligations of such Person to pay a specified purchase price for goods or services, whether or not delivered or accepted, i.e. take-or-pay and similar obligations, except for such obligations relating to vessel charters, (vi) all Contingent Obligations of such Person and (vii) all net obligations under any Interest Rate Protection Agreement or under any similar type of agreement except, in each case, for such agreements entered into in the ordinary course of business and not for speculative purposes; provided that Indebtedness shall in any event not include trade payables and expenses accrued in the ordinary course of business.

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     “Indemnitees” is defined in Section 7.2.

     “Indenture” is defined in the Preamble.

     “Information” is defined in Section 4.14(a).

     “Interest Rate Protection Agreement” shall mean any interest rate swap agreement, interest rate cap agreement, interest collar agreement, interest rate hedging agreement or other similar agreement or arrangement.

     “Investment Company Act” means the Investment Company Act of 1940 (or any successor provision), as it may be amended from time to time.

     “Issuer” is defined in the Preamble.

     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the New York Uniform Commercial Code (as in effect from time to time) or any other similar recording or notice statute, and any lease having substantially the same effect as any of the foregoing).

     “Lock-Up Agreement” is defined in Section 6.1.

     “Margin Stock” shall have the meaning assigned to such term in Regulation U.

     “Material Adverse Effect” means:

     (a) for purposes of complying with closing conditions on the Closing Date (as set forth in Section 3.1), any event or condition that has occurred or become known, which has had or could reasonably be expected to have a material adverse effect on the business, assets, properties, operations, financial condition, or liabilities (contingent or otherwise) of the Issuer and its Subsidiaries taken as a whole (after giving effect to the Transaction) since June 30, 2009, other than as disclosed in Schedule 4.6; and

     (b) for all other purposes, a material adverse effect on (i) the business, assets, properties, liabilities (actual or contingent), operations or financial condition of the Issuer and its Subsidiaries taken as a whole, (ii) the legality, validity, binding effect or the enforceability against the Issuer or any of its Subsidiaries of the Financing Documents or (iii) the rights of, or remedies available to the Trustee or the Purchasers under, the Financing Documents.

     “New Credit Agreement” means that certain credit agreement dated as of the date hereof between inter alia, the Issuer, as borrower, Bank of Scotland plc as agent and the banks and financial institutions party thereto from time to time as lenders, as the same may be amended, supplemented or otherwise modified from time to time.

     “Notes” is defined in the Recitals.

     “Note Purchase Agreements” means this Agreement and the [ _______ ] Note Purchase Agreement, individually or collectively as the context may require.

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     “Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (or any successor provision), as it may be amended or renewed from time to time.

     “Permitted Flag Jurisdiction” means Bermuda and the Xxxxxxxx Islands and such other jurisdiction as shall be consented to in writing by the Purchasers.

     “Permitted Indebtedness” means (a) Indebtedness evidenced by the Notes, (b) Indebtedness outstanding as of the Issue Date and (c) Indebtedness incurred to finance the acquisition of Ships acquired after the Issue Date.

     “Pollutant” means and includes oil and its products, any other polluting, toxic or hazardous substance and any other substance whose release into the environment is regulated or penalised by Environmental Laws.

     “Private Offering” means any offering by the Purchasers of some or all of the Notes pursuant to an available exemption from registration under the Securities Act.

     “Purchase Price” is defined in Section 2.2(b).

     “Purchasers” is defined in the preamble hereto.

     “Qualified Institutional Buyer” means a “qualified institutional buyer” as defined in Rule 144A.

     “Registration Rights Agreement” means the Registration Rights Agreement among the Issuer, [ _______ ] and [ _______ ], to be dated as of the Closing Date, substantially in the form attached hereto as Exhibit B, as amended, supplemented, restated or otherwise modified from time to time.

     “Regulation S” means Regulation S as promulgated under the Securities Act.

     “Regulation T” means Regulation T of the Board of Governors of the Federal Reserve System (or any successor provision), as it may be amended from time to time.

     “Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System (or any successor provision), as it may be amended from time to time.

     “Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System (or any successor provision), as it may be amended from time to time.

     “Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer.

     “Requirement of Law” means, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

     “Rocket” is defined in Section 6.1.

     “Rule 501” means Rule 501 under the Securities Act (or any successor provision), as it may be amended from time to time.

5

     “Rule 502” means Rule 502 under the Securities Act (or any successor provision), as it may be amended from time to time.

     “SEC” means the United States Securities and Exchange Commission.

     “Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

     “Securities Purchase Agreement” is defined in the Recitals.

     “Ships” means each of the vessels owned by and registered in the name of the Issuer or one of its Subsidiaries as of the Closing Date together with each other vessel acquired by the Issuer or one of its Subsidiaries following the Closing Date.

     “Spill” means any actual or threatened emission, spill, release or discharge of a Pollutant into the environment.

     “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

     “Transaction” is defined in the Recitals.

     “Trustee” is defined in the Preamble.

     “Trust Indenture Act” means the Trust Indenture Xxx 0000, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

1.2. Computation of Time Periods.

     For purposes of computation of periods of time hereunder, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

1.3. Terms Generally.

     Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in the Indenture), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, and (c) the words “including” and “includes” shall mean “including without limitation” and “includes without limitation”, as applicable.

1.4. Accounting Terms.

     Accounting terms used but not defined herein shall have the meanings provided for, and be construed, in accordance with GAAP.

6

SECTION 2.
AUTHORIZATION AND ISSUANCE OF NOTES

2.1. Authorization of Issue.

     On or prior to the execution and delivery of this Agreement, the Issuer will authorize the issue and sale of the Notes. The Notes shall be in the form specified in the Indenture. The Notes shall be convertible into equity interests in the Issuer in accordance with the provisions of the Indenture.

2.2. Sale and Purchase of the Notes.

     (a) Subject to the terms and conditions of this Agreement, the Issuer will issue and sell to each of the Purchasers, and each of the Purchasers will purchase from the Issuer, at the Closing, the Notes (in certificated form), each as set forth opposite such Purchaser’s name on Schedule 2.2.

     (b) The aggregate cash purchase price (the “Purchase Price”) for the Notes shall be equal to the aggregate original principal amount of the Notes being so purchased at the Closing.

     (c) The obligations hereunder of the Purchasers to purchase and pay for the Notes are several and not joint and no Purchaser shall have any liability to any Person for the performance or non-performance by any other Purchaser.

     (d) The parties agree to report the sale and purchase of the Notes for all federal, state, local and foreign tax purposes in a manner consistent with the foregoing and agree to take no position inconsistent with the foregoing.

2.3. Closing.

     (a) The closing (the “Closing”) of the sale and purchase of the Notes shall occur on October 13, 2009 at 12:00 p.m. local time, at the offices of Marfin Egnatia Bank Societe Anonyme, 00 Xxxxxxxxx Xxxxxx, 000 00 Xxxxxxxx, Xxxxxx, or on such other Business Day or time thereafter as may be agreed by the Issuer and the Purchasers (the date of the Closing, the “Closing Date”). At the Closing, the Issuer will deliver to each Purchaser the Notes to be purchased by such Purchaser on the Closing Date, in such denominations as each such Purchaser may request, dated as of the Closing Date and registered in such Purchaser’s name against payment by such Purchaser to the Issuer or to its order of immediately available funds in the amount of the applicable portion of the Purchase Price (as provided in Section 2.2 and Schedule 2.2, which is equal to the applicable portion of the principal amount of the Notes being purchased by such Purchaser), by wire transfer of immediately available funds to such bank account or accounts as the Issuer may request in writing at least two Business Days prior to the Closing Date.

     (b) If at the Closing the Issuer shall fail to deliver to the Purchasers the Notes as provided in Section 2.3(a) in accordance with this Agreement, then each Purchaser shall, at its election, immediately be relieved of all further obligations under this Agreement, without thereby waiving any rights or remedies such Purchaser may have by reason of such failure by the Issuer.

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SECTION 3.
CONDITIONS TO CLOSING

3.1. Purchaser’s Conditions to Closing.

     Each Purchaser’s obligation to purchase and pay for the Notes to be purchased by it at the Closing is subject to the satisfaction by the Issuer or express waiver by such Purchasers prior to or at the Closing of each of the conditions specified in this Section 3 (unless otherwise specified herein).

     (a) Representations and Warranties; No Defaults.

     Each of the representations and warranties of the Issuer in this Agreement shall be true and correct in all respects as of the Closing Date. No Default or Event of Default shall exist or would result from the purchase of the Notes or from the application of the proceeds thereof.

     (b) Certificates.

          (i) Secretary’s Certificate. The Issuer shall have delivered to each Purchaser a Secretary’s Certificate, dated as of the Closing Date, in the form of Exhibit 3.1(b)(i) hereto, attaching each of the following documents and certifying that each is true, correct and complete and in full force and effect as of the Closing Date:

          (A) Charter Documents. A copy of the Memorandum of Association of the Issuer, certified to be true, correct and complete as of the Closing Date by the appropriate Governmental Authority of the jurisdiction of its organization and formation.

          (B) Resolutions. Copies of resolutions duly adopted by the Board of Directors of the Issuer approving and adopting the Financing Documents and the transactions contemplated therein and authorizing the execution and delivery of the Financing Documents.

          (C) Incumbency. Incumbency certificates identifying each person who, as an officer of the Issuer, is authorized to execute the Financing Documents and any other document delivered in connection therewith or otherwise delivered in connection with the Transaction.

          (D) Certificate of Good Standing. A true and complete copy of the certificate of good standing of the Issuer certified as of a recent date by the appropriate Governmental Authority from the Issuer’s jurisdiction of formation.

          (ii) Officer’s Certificate. The Issuer shall have delivered to each Purchaser an Officer’s Certificate, dated as of the Closing Date, in the form of Exhibit 3.1(b)(ii) hereto, that each of the conditions specified in Section 3.1 have been satisfied.

     (c) Opinion of Counsel.

     At the Closing, the Purchasers shall have received an executed opinion from each of Xxxxxxx, special Bermuda counsel to the Issuer and Xxxxxx & Xxxxxx LLP, special New York counsel to the Issuer, each in form and substance satisfactory to such Purchasers, dated as of the Closing Date.

     (d) Securities Purchase Agreement; Lock-Up Agreement.

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     On or prior to the Closing Date, the Issuer shall have delivered to the Purchasers a true and correct copy of each of the Securities Purchase Agreement and the Lock-Up Agreements. The conditions precedent to the closing of the Securities Purchase Agreement shall have been fully satisfied and the Acquisition shall have been consummated or consummated substantially concurrently with the issuance of the Notes in accordance with the terms of the Securities Purchase Agreement (without giving effect to any modification, amendment, supplement or waiver of any material term thereof unless consented to in writing by the Purchasers, which consent shall not be unreasonably withheld).

     (e) No Material Adverse Effect.

     As of the Closing Date, there shall not have occurred a Material Adverse Effect.

     (f) Other Information.

     The Purchasers shall have received all documentation and other information required by the Purchaser’s internal policies and/or applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations.

     (g) Purchase Permitted by Applicable Law.

     On the Closing Date, the issuance of the Notes by the Issuer and each Purchaser’s purchase of the Notes shall (i) be in compliance with all applicable securities laws and regulations of each jurisdiction to which it is subject, and (ii) not violate Regulation T, Regulation U or Regulation X or other similar applicable laws and regulations.

     (h) No Violation; No Legal Constraints.

     On the Closing Date, there shall be no injunction, restraining order, action, suit or proceeding instituted or entered or any statute or rule proposed, enacted or promulgated by any Governmental Authority or any other Person that would bar the issuance of the Notes or the use of the proceeds thereof in accordance with the terms of this Agreement which, in the reasonable opinion of the Purchasers, (i) alleges liability on the part of any Purchaser in connection with this Agreement, any other Financing Documents or the transactions contemplated hereby or thereby, or (ii) would bar the issuance of the Notes or the use of the proceeds thereof in accordance with the terms of this Agreement and any other Financing Document.

     (i) Financing Documents.

     Each Purchaser and such Purchaser’s counsel shall have received all counterpart originals or certified or other copies of this Agreement and the other Financing Documents.

     (j) Credit Facility.

     On or prior to the Closing Date, the Issuer shall have entered into the New Credit Agreement the terms of which shall be the same as the most recent draft thereof delivered to the Purchasers prior to the date hereof and the conditions of which shall be reasonably satisfactory to the Purchasers and each of the conditions precedent to effectiveness thereof and any extensions of credit to be made available on the closing thereof, shall have been satisfied in accordance therewith and the New Credit Agreement shall be in full force and effect.

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     (k) Warrants.

     The Issuer shall have issued and delivered to [ _______ ], as Purchaser, a certificate for 5,000,000 warrants for the purchase of Common Stock on terms satisfactory to such Purchaser.

     (l) Registration Rights Agreement.

     The Issuer shall have executed and delivered to the Purchasers a registration rights agreement with respect to the Notes on terms reasonably satisfactory to the Purchasers.

3.2. The Issuer’s Conditions to Closing.

     The Issuer’s obligation to issue and sell the Notes to be purchased by the Purchasers at the Closing is subject to the satisfaction of the following conditions precedent.

     (a) Representations and Warranties.

     Each of the representations and warranties of each Purchaser in this Agreement shall be true and correct in all respects as of the Closing Date.

     (b) No Legal Constraints.

     The purchase and payment of the Notes by each Purchaser shall not be prohibited or enjoined by any law or governmental or court order or regulation.

SECTION 4.
REPRESENTATIONS AND WARRANTIES

     The Issuer represents and warrants to the Purchasers on and as of the Closing Date and after giving pro forma effect to the consummation on the Closing Date of the transactions contemplated by this Agreement and the other Financing Documents, the issuance of the Notes to be issued (assuming all the Notes are issued on the Closing Date) and the application of the proceeds thereof, that, except as disclosed in the schedules to the Securities Purchase Agreement and only to the extent each such schedule would be clearly applicable to the relevant representation and warranty set forth in this Section 4:

4.1. Organization; Powers.

     Each of the Issuer and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and, (c) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except in each case referred to in subsections (b) and (c) where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

4.2. Authorization; Enforceability.

     The Transaction and the conversion of the Notes as contemplated by the Indenture are within the Issuer’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational action of the Issuer. Each Financing Document to which the Issuer is a party has been duly executed and delivered and is a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms when issued and delivered by the Issuer on the Closing Date.

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4.3. Issuance of Common Stock.

     The Common Stock reserved for issuance upon conversion of the Notes in accordance with the Indenture has been duly authorized and reserved and all notices required by NASDAQ in connection with the issuance of the Notes have been submitted to NASDAQ on October 5, 2009 and all of the Common Stock of the Issuer has been approved for listing on the NASDAQ Global Select Market. Except for restrictions on transfer under state and federal securities laws, upon conversion of the Notes in accordance with the Indenture, the Common Stock issued pursuant thereto shall be duly and validly issued and outstanding, fully paid and non-assessable and free and clear of all liens, claims, security interests, preemptive or similar rights, judgments or other encumbrances of every kind or nature whatsoever. Assuming the representations and warranties of the Purchasers herein are true and correct in all material respects, each of the Notes and the Common Stock issuable to the Purchasers upon conversion or exercise thereof will have been issued in compliance with all applicable federal and state securities laws.

4.4. Governmental Approvals; No Conflicts.

     The Transaction (a) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as has been obtained or made and is in full force and effect, (b) will not violate any Requirement of Law applicable to the Issuer or its Subsidiaries, (c) will not violate or result in a default under any material agreement or other instrument binding upon the Issuer or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Issuer or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Issuer or any of its Subsidiaries.

4.5. Capitalization.

     All of the issued and outstanding equity interests of the Issuer have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with federal and state securities law. Except for the Notes, there are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any equity interest of the Issuer other than as set forth on Schedule 4.5 hereto. Schedule 4.5 sets forth a true and complete list of all subsidiaries, listing for each subsidiary its name, type of entity, the jurisdiction and date of its incorporation or organization, its authorized capital stock or comparable equity interests, the number and type of its issued and outstanding shares of capital stock and the current ownership of such shares or comparable equity interests.

4.6. Financial Condition; No Material Adverse Change.

     (a) The Issuer has heretofore furnished to the Purchasers consolidated balance sheets and related consolidated statements of operations, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2007 and December 31, 2008, each reported on by PriceWaterhouse Coopers, a registered independent public accounting firm. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Issuer and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP.

     (b) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since June 30, 2009, other than as set forth on Schedule 4.6 hereto.

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4.7. Securities Purchase Agreement.

     Each of the representations and warranties made by the Issuer under the Securities Purchase Agreement are true and correct as of the date hereof, other than as disclosed in the schedules to this agreement.

4.8. Litigation and Environmental Matters.

     (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Issuer, threatened against or affecting the Issuer or any of its Subsidiaries (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve any Financing Documents or the Transaction.

     (b) Except for any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect (i) neither the Issuer nor any of its Subsidiaries has received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) neither the Issuer nor any of its Subsidiaries or the Ships (1) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law or (2) has become subject to any Environmental Liability.

4.9. Compliance with Laws and Agreements; Licenses and Permits.

     (a) The Issuer and each of its Subsidiaries is in compliance with all Requirements of Law applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where (i) the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, or (ii) such Requirement of Law is being contested in good faith by appropriate proceedings. This Section 4.9(a) shall not apply to environmental matters, which are the subject of Section 4.8 herein.

     (b) The Issuer and its Subsidiaries have obtained and hold in full force and effect, all franchises, licenses, leases, permits, certificates, authorizations, qualifications, easements, rights of way and other rights and approvals which are necessary or advisable for the operation of their businesses as presently conducted, except where the failure to have so obtained or hold or to be in force, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. Neither the Issuer nor any of its Subsidiaries is in violation of the terms of any such franchise, license, lease, permit, certificate, authorization, qualification, easement, right of way, right or approval, except where any such violation, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

     (c) After giving effect to the Transaction, no Default or Event of Default has occurred and is continuing under any of the Financing Documents.

4.10. Publicly Traded Common Stock.

     (a) The Common Stock is listed for trading on the NASDAQ Global Select Market.

     (b) No holder of the Common Stock is required or entitled to vote or otherwise consent, pursuant to the listing rules and regulations of the NASDAQ Global Select Market, to the issuance of Common Stock upon conversion of the Notes in accordance with the Indenture.

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     (c) Except as set forth on Schedule 4.10, the Issuer is in compliance with all applicable laws, rules and regulations of the Exchange Act and the NASDAQ Global Select Market.

     (d) The issuance of the Common Stock upon conversion of the Notes, in accordance with the Indenture, does not and will not conflict with breach or otherwise constitute a “Default” or “Event of Default” under (and as such terms are defined in) the New Credit Agreement.

4.11. No Filings Required.

     It is not necessary to ensure the legality, validity, enforceability or admissibility as evidence of any of the Financing Documents that they or any other instrument be notarized, filed recorded, registered or enrolled in any court, public office or elsewhere in any jurisdiction in which the Issuer or any of its Subsidiaries is organized.

4.12. Choice of Law.

     The choice of New York law to govern the Finance Documents and the submission by the Issuer to the jurisdiction of the New York courts is valid and binding on the Issuer.

4.13. Investment Company Status.

     The Issuer is neither an “investment company” as defined in, nor is required to be registered under, the Investment Company Act.

4.14. Taxes.

     The Issuer and its Subsidiaries have filed or caused to be filed all Tax returns and reports required to have been filed and have paid or caused to be paid all Taxes required to have been paid by them, except as would not result in a Material Adverse Effect, and except Taxes that are being contested in good faith by appropriate proceedings and for which the Issuer or any of its Subsidiaries, has set aside on its books reserves in accordance with GAAP. There are no proposed tax assessments against the Issuer or its Subsidiaries and no material tax deficiency that has been, or could reasonably be expected to be, asserted against the Issuer of any of its Subsidiaries or any of their respective assets. No Taxes are imposed by withholding or otherwise or any payment to be made by the Issuer under the Financing Documents.

4.15. Disclosure.

     No report, financial statement, certificate or other information concerning the Issuer, its Subsidiaries, the Acquisition or the Transaction and any other transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and either publicly filed with the SEC or otherwise made available to the Purchasers by the Issuer or its advisors in writing in connection with the Transaction on or before the date hereof (as modified or supplemented by other information so furnished) (the “Information”) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made.

4.16. Material Agreements.

     The Issuer is not in default in any material respect in the performance, observance or fulfillment of any of its obligations contained in (a) any material agreement to which it is a party or (b) any

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agreement or instrument to which it is a party evidencing or governing Indebtedness, except, in any case, where any such default would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

4.17. Solvency.

     Immediately after the consummation of the Transaction to occur on the Closing Date, (a) the fair value of the assets of the Issuer, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Issuer; (b) the present fair saleable value of the property of the Issuer will be greater than the amount that will be required to pay the probable liability of the Issuer, on its debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Issuer will be able to pay its debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the Issuer will not have unreasonably small capital with which to conduct the businesses in which it is engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date.

4.18. Insurance.

     The Issuer and each of its Subsidiaries is insured with financially sound and reputable insurance companies against loss or damage customarily insured against by Persons engaged in the same or similar business and in such amounts (after giving effect to any self-insurance compatible with the following standard) as are customarily carried under such circumstances by other Persons.

4.19. Federal Reserve Regulations.

     (a) None of the Issuer or any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.

     (b) No part of the proceeds of the Transaction will be used, whether directly or, to the Issuer’s knowledge, indirectly, and whether immediately, incidentally or ultimately, (i) to purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin Stock or to refund or refinance indebtedness originally incurred for such purpose, or (ii) for any purpose that entails a violation of, or that is inconsistent with, the provisions of Regulation T, U or X.

4.20. Private Offering; No Integration or General Solicitation; Rule 144A Eligibility.

     (a) Subject to compliance by the Purchasers with the representations and warranties set forth in Section 5, it is not necessary in connection with the offer, issue, sale and delivery of the Notes to the Purchasers on the Closing Date, in the manner contemplated by this Agreement and the other Financing Documents to register the Notes under the Securities Act or to qualify the Indenture under the Trust Indenture Act or make any registration or filing under any similar securities laws of any applicable Governmental Authority. Subject to compliance by the Purchasers with the representations and warranties set forth in Section 5, the offer, issuance, sale and delivery of the Notes is in compliance with Regulation S.

     (b) None of the Issuer or any of its Subsidiaries nor any person acting on any of their behalf (other than the Purchasers and their Affiliates, as to whom the Issuer makes no representation or warranty) has, directly or indirectly, offered, issued, sold or solicited any offer to buy any security of a type which would be integrated with the sale of the Notes in any manner that would require the Notes to

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be registered under the Securities Act. None of the Issuer or any of its Subsidiaries nor any person acting on any of their behalf (other than the Purchasers and their Affiliates, as to whom the Issuer makes no representation or warranty) has engaged in any form of general solicitation or general advertising within the meaning of Rule 502 or in “directed selling efforts” as defined in Regulation S, in each case in connection with the offering of the Notes.

     (c) Subject to compliance by the Purchasers with the representations and warranties set forth in Section 5, the Notes are eligible for resale pursuant to Rule 144A to a Qualified Institutional Buyer and will not, at the Closing Date, be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted on a U.S. automated inter-dealer quotation system.

4.21. Brokerage Fees.

     None of the Issuer and its Subsidiaries has paid, or is obligated to pay, to any Person any brokerage or finder’s fees in connection with the transactions contemplated hereby.

4.22. Title to Property.

     Except as would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Issuer and its Subsidiaries have good title to or valid leasehold interests in all of their respective real and personal property necessary or used in the ordinary conduct of business.

4.23. Ships.

     Each Ship is on and as of the date of this Agreement:

     (a) in the absolute ownership of either the Issuer or one of its wholly-owned Subsidiaries who is the sole, legal and beneficial owner of such ship;

     (b) permanently registered in the name of the Issuer or such Subsidiary, as applicable, under the laws and flag of the applicable Permitted Flag Jurisdiction;

     (c) operationally seaworthy and fit for service and is insured in accordance with the terms of the Indenture;

     (d) classed with the relevant classification with a reputable member of International Association of Classification Societies Limited, free from recommendations of the relevant classification society; and

     (e) is in full compliance with all requirements of the ISM Code and the ISPS Code.

SECTION 5.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS

     Each Purchaser, severally and not jointly, represents and warrants to the Issuer as of the Closing Date as follows:

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5.1. Securities Act Requirements.

     Such Purchaser understands that the Notes have not been and will not be registered under the Securities Act or any state or other securities law, that the Notes are being issued by the Issuer in transactions exempt from the registration requirements of the Securities Act and that the Notes may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration under the Securities Act is available. Such Purchaser is purchasing the Notes in a transaction outside the United States and is not a “U.S. Person” as defined in Rule 902(k) of Regulation S.

5.2. Corporate Power; Authorization; Enforceability.

     It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The execution, delivery and performance of this Agreement are within its corporate, limited liability company or limited partnership, as the case may be, power and authority and have been duly authorized by all necessary action of such Purchaser, do not conflict with or result in a breach of or violate any of such Purchaser’s governing documents or any contract to which such Purchaser is a party or by which its assets are bound or any applicable laws and constitute a legal, valid and binding agreement of such Purchaser enforceable against it in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law), (c) an implied covenant of good faith and fair dealing, and (d) considerations of public policy.

5.3. No Actions or Proceedings.

     There are no legal or governmental actions, suits or proceedings pending or, to any Purchaser’s knowledge, threatened against or affecting such Purchaser, or any of its properties or assets which, if adversely determined, in the aggregate, would reasonably be expected to materially and adversely affect the ability of such Purchaser to consummate any of the transactions contemplated by this Agreement.

SECTION 6.
COVENANTS AND UNDERTAKINGS OF THE ISSUER

6.1. Lock-Up Agreements.

     The Issuer shall at all times prior to the Maturity Date maintain, without amendment or modification to any material term thereof, or termination thereof, its rights under the “lock-up” agreements each dated September 16, 2009 (collectively, the “Lock-Up Agreements”) between Rocket Marine Inc., a Xxxxxxxx Islands corporation (“Rocket”), Aries Energy Corporation, a Xxxxxxxx Islands corporation, Xxxxxxx Xxxxxxxx, Mons X. Xxxxx, the Issuer and Grandunion, pursuant to which, among other things, each of Grandunion and Rocket shall not be permitted, without the consent of the Issuer, to sell, transfer, grant an option to, make a gift of or otherwise dispose (each such action, a “Disposal”) of any Common Stock in which it has an interest, provided, that such agreement shall not restrict any Disposal of Common Stock made between Grandunion and Rocket.

6.2. Operational Management of Vessels.

     During any Holding Period, the Issuer agrees that it shall not and shall procure that each Subsidiary shall not appoint any commercial, technical or operational manager of a Ship other than itself (or another wholly-owned subsidiary of the Issuer) or an Approved Manager.

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6.3. Flags.

     During any Holding Period, the Issuer shall not and shall procure that none of its Subsidiaries flag or register any Ship under the laws of any jurisdiction other than a Permitted Flag Jurisdiction.

6.4. Indebtedness.

     During any Holding Period, the Issuer shall not, and shall not permit any of its Subsidiaries to, directly or indirectly create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to any Indebtedness other than Permitted Indebtedness; provided, that, at any time during a Holding Period the acquisition of any Ship after the Issue Date with the proceeds of Permitted Indebtedness shall require the prior written consent of the Purchasers and, if applicable, any Affiliates thereof who are Noteholders as of such date, such consent not to be unreasonably withheld.

6.5. Merger and Consolidation.

     During any Holding Period, the Issuer shall not consolidate with, merge with or into, or convey, transfer or lease its properties and assets substantially as an entirety to another Person other than as permitted by the Indenture, provided, that the Issuer shall have obtained the prior written consent of the Purchasers and, if applicable, any Affiliates thereof who are Noteholders as of such date.

6.6. Use of Proceeds.

     The proceeds of the Notes will be used by the Issuer only for (a) general corporate purposes of the Issuer and its Subsidiaries, including, without limitation, the acquisition of Ships, (b) the repayment of outstanding principal term loans in an amount not to exceed $20,000,000 on or about the date hereof as required pursuant to the New Credit Agreement (such repayment the “Loan Repayment”), (c) the payment to the Agent under (and as such term is defined in) the New Credit Agreement of an amount not to exceed $10,000,000 to satisfy any minimum liquidity requirements under the New Credit Agreement and (d) the payment of expenses of the transactions contemplated by the Securities Purchase Agreement, the New Credit Agreement and this Agreement, which such expenses shall be made on the Closing Date. All proceeds of the Notes, other than the amounts described in the foregoing clauses (b), (c) and (d) shall at all times during any Holding Period and prior to their use in accordance with clause (a) above, be deposited and held in an account (the “Reserve Account”) of the Issuer maintained with [ _______ ] or Marfin Bank. Such amounts may only be withdrawn from the Reserve Account with the prior consent of Marfin Bank (provided that Marfin Bank may relinquish such right upon 90 days prior notice to the Purchasers; provided further that upon the expiration of such period amounts may only be withdrawn from the Reserve Account with the prior consent of a majority of the Purchasers and, if applicable, any Affiliates thereof who are Noteholders as of such date), such consent not to be unreasonably withheld so long as such amounts shall be used for the purposes described in the foregoing clause (a).

6.7. Conversion of Common Stock.

     The Issuer will reserve and keep available at all times, free of pre-emptive or similar rights, Common Stock for the purposes of enabling the Issuer to satisfy its obligations to issue such Common Stock upon conversion of the Notes in accordance with the Indenture.

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6.8. NASDAQ Listing.

     The Issuer will use its best efforts to list and maintain, subject to notice of issuance, the Common Stock to be issued upon conversion of the Notes, on the NASDAQ Global Select Market.

SECTION 7.
EXPENSES, INDEMNIFICATION AND CONTRIBUTION

7.1. Expenses.

     The Issuer will reimburse the Purchasers for all reasonable and documented expenses, including consultant, advisor and counsel fees and disbursements, incurred by the Purchasers in connection with (a) the transactions contemplated by this Agreement, (b) any amendment, waiver or consent under or in respect of this Agreement or the other Financing Documents (whether or not such amendment, waiver or consent becomes effective) and (c) enforcing, defending or declaring (or determining whether or how to enforce, defend or declare) any rights or remedies under this Agreement or the other Financing Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the other Financing Documents, including in connection with any insolvency or bankruptcy of the Issuer or any of its Subsidiaries or in connection with any work-out or restructuring of the transactions contemplated hereby, or by the Financing Documents. The Issuer will pay, and will save the Purchasers harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders in relation to the Transaction engaged by any of the Issuer or its Subsidiaries.

7.2. Indemnification.

     The Issuer shall indemnify and hold harmless the Purchasers and each of their respective Affiliates, partners, stockholders, members, officers, directors, agents, employees and controlling persons (each an “Indemnitee” and collectively, the “Indemnitees”) from and against any and all actual losses, claims, damages or liabilities to any such Indemnitee in connection with or as a result of (a) the execution or delivery of any Financing Document or the performance by the parties to the Financing Documents of their respective obligations hereunder and thereunder or the consummation of the Transaction or any other transactions contemplated hereby or thereby, (b) the issuance of Notes or the use of the proceeds therefrom and any re-sale or transfer of the Notes by the Purchasers (other than losses incurred or realized in the ordinary course of trading of the Notes), (c) any liability with respect to an Environmental Claim, (d) the breach of any representation or warranty under this Agreement that would constitute an Event of Default under the Indenture, or (e) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Such indemnity, as well as any other payments required to be made pursuant to the Financing Documents shall, in each case, be increased as may be necessary so that after any required deductions or withholdings on account of taxes (including deductions or withholdings with respect to increased payments made on account of this sentence) a recipient of a payment shall have received an amount equal to the sum it would have received if no deduction or withholding had been made.

     The Issuer shall indemnify and hold harmless Marfin Bank and each of its Affiliates, partners, stockholders, members, officers, directors, agents, employees and controlling persons (each from and against any and all actual losses, claims, damages or liabilities to any such Indemnitee in connection with or as a result of Marfin exercising its rights under Section 6.6.

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7.3. Survival.

     The obligations of the Issuer under this Section 7 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement and the termination of this Agreement.

7.4. Tax Treatment of Indemnification Payments.

     Any indemnification payment pursuant to this Agreement shall be treated for all federal, state, local and foreign tax purposes as an adjustment to the Purchase Price.

SECTION 8.
MISCELLANEOUS

8.1. Notices.

     Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective (a) when delivered (except that if the day of delivery is not a Business Day, then the next Business Day), (b) when transmitted via telecopy (or other facsimile device) on a Business Day during normal business hours to the number set out below if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), (c) the day following the day (except that if such day is not a Business Day, then the next Business Day) on which the same has been delivered prepaid to a reputable national overnight air courier service or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address set forth below, or at such other address as such party may specify by written notice to the other party hereto:

     (a) if to a Purchaser or its nominee, to such Purchaser or nominee at the address specified in Schedule 2.2, with a copy (which copy shall not constitute notice) as specified in Schedule 2.2, or at such other address as the Purchaser or its nominee shall have specified to the Issuer in writing; and

     (b) if to the Issuer, to: Aries Maritime Transport Limited, 18 Zerva Nap., Xxxxxxx, Xxxxxx 000 00, Xxxxxx, Attention: Chief Executive Officer, Telecopy: x00 (000) 000 0000,with a copy (which copy shall not constitute notice) to: Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx X. Xxxxx, Esq., Telecopy: 000-000-0000.

8.2. Benefit of Agreement and Assignments.

     (a) Except as otherwise expressly provided herein, all covenants, agreements and other provisions contained in this Agreement by or on behalf of any of the parties hereto shall bind, inure to the benefit of and be enforceable by their respective successors and permitted assigns (including any subsequent Noteholder); provided, however, that the Issuer may not assign or transfer any of its rights or obligations without the prior written consent of the other parties hereto.

     (b) Nothing in this Agreement or in any other Financing Document, express or implied, shall give to any Person other than the parties hereto or thereto and their permitted successors and assigns any benefit or any legal or equitable right, remedy or claim under this Agreement.

     (c) Notwithstanding anything to the contrary contained herein, the Purchasers may (i) assign the rights to purchase all or any portion of the Notes allocated to such Purchaser pursuant to Schedule 2.2 to any Affiliate or direct or indirect limited partner of such Purchaser and (ii) transfer its Notes (together

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with its rights hereunder) to any Person in compliance with the provisions of the Securities Act and the Indenture and each such Affiliate or other Person to whom the rights hereunder have been assigned shall be entitled to the full benefit of the rights and be subject to the obligations of a Purchaser as if such Affiliate or other Person were a Purchaser hereunder, provided, that the right to consent to, waive or enforce the covenants set forth in Sections 6.2 through (and including) Section 6.5 hereof and the consent right described in the last sentence of Section 6.6 hereof, shall not in each case be exercised by any Person who is not as of such date, a Purchaser or an Affiliate thereof.

     (d) The parties expressly acknowledge and agree that upon execution of a counterpart signature page hereto (without signature of the Issuer being required), each Noteholder to whom the rights hereunder have been assigned shall be a party to this Agreement for all purposes hereof.

8.3. No Waiver; Remedies Cumulative.

     No failure or delay on the part of any party hereto in exercising any right, power or privilege hereunder or under the Notes and no course of dealing among the Issuer and any other party shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under the Notes preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies provided herein and in the Notes are cumulative and not exclusive of any rights or remedies that the parties would otherwise have. No notice to or demand on the Issuer in any case shall entitle the Issuer to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the other parties hereto to any other or further action in any circumstances without notice or demand.

8.4. Amendments, Waivers and Consents.

     This Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with the written consent of the Issuer and a majority the Purchasers; provided, however, that no such amendment or waiver may impose on any Purchaser any additional financial commitment or obligation to buy additional Notes that it is not otherwise obligated to buy hereunder, without the prior written consent of such Purchaser. No amendment or waiver of this Agreement will extend to or affect any obligation, covenant or agreement not expressly amended or waived or thereby impair any right consequent thereon.

8.5. Counterparts.

     This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

8.6. Reproduction.

     Subject to Section 8.14, this Agreement, the other Financing Documents and all documents relating hereto and thereto, including: (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by the Purchasers at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished in connection herewith, may be reproduced by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and any original document so reproduced may be destroyed. The Issuer and each Purchaser agree and stipulate that, to the extent permitted by applicable law, any such

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reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 8.6 shall not prohibit any party hereto or any holder of the Notes from contesting any such reproduction to the same extent that it could contest the original or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

8.7. Headings.

     The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

8.8. Survival of Representations, Warrants, Covenants and Indemnities.

     All representations, warranties, covenants and indemnities set forth herein shall survive the execution and delivery of this Agreement, the issuance of the Notes, and, except as otherwise expressly provided herein with respect to covenants, the payment of principal of the Notes and any other obligations hereunder.

8.9. Governing Law; Submission to Jurisdiction; Venue.

     (a) THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND RULE 327(B) OF THE NEW YORK CIVIL PRACTICE LAW AND RULES.

     (b) If any action, proceeding or litigation shall be brought in order to enforce any right or remedy under this Agreement or any of the Notes, each party hereto hereby consents and will submit, and will cause each of their respective Subsidiaries to irrevocably submit, to the exclusive jurisdiction of any state or federal court of competent jurisdiction sitting within the area comprising the Southern District of New York on the date of this Agreement. Each party hereto hereby irrevocably waives, and will cause each of their respective Subsidiaries to waive, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which they may now or hereafter have to the bringing of any such action, proceeding or litigation in such jurisdiction. The Issuer further agrees that it shall not bring any action, proceeding or litigation arising out of this Agreement or the Notes in any state or federal court other than any state or federal court of competent jurisdiction sitting within the area comprising the Southern District of New York.

     (c) Each party hereto irrevocably consents, and will cause each of their respective Subsidiaries to consent, to the service of process of any of the applicable aforementioned courts in any such action, proceeding or litigation by the mailing of copies thereof by registered or certified mail, postage prepaid, to the address set forth in Section 8.1, such service to become effective thirty (30) days after such mailing.

     (d) Nothing herein shall affect the right of (i) any party hereto to serve process in any other manner permitted by law or (ii) the Purchasers to institute an action in any court seeking (x) injunctive relief or (y) to enforce the judgment of a state or federal court of competent jurisdiction in any other jurisdiction. If service of process is made on a designated agent it should be made by either (i) personal delivery or (ii) mailing a copy of summons and complaint to the agent via registered or certified mail, return receipt requested.

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     (e) EACH PARTY HERETO HEREBY WAIVES, AND WILL CAUSE EACH OF THEIR RESPECTIVE SUBSIDIARIES TO WAIVE, ANY AND ALL RIGHTS ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR THE NOTES.

8.10. Severability.

     If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable to the extent of such illegality, invalidity or unenforceability and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

8.11. Entirety.

     This Agreement together with the other Financing Documents represents the entire agreement of the parties hereto and thereto, and supersedes all prior agreements and understandings, oral or written, if any, relating to the Financing Documents or the transactions contemplated herein or therein.

8.12. Construction.

     Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person, whether or not expressly specified in such provision.

8.13. Incorporation.

     All Schedules attached hereto are incorporated as part of this Agreement as if fully set forth herein.

8.14. Confidentiality.

     (a) Subject to the provisions of clauses (b) and (d) of this Section 8.14, each of the Purchasers and Marfin Bank agrees that it will not disclose without the prior written (including e-mail) consent of the Issuer (other than the right of the Purchasers and Marfin Bank to disclose to its employees, auditors, investors, partners, creditors, advisors, or counsel that are reviewing securities or loans issued by such Purchaser to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes and who are informed that such information is subject to the provisions of this Section 8.14 and who enter into confidentiality arrangements with such Purchaser or Marfin Bank reasonably satisfactory to such Purchaser or Marfin Bank) any information which has been furnished to such Purchaser in connection with its evaluation of an investment in the Notes and of the other transactions referred to herein or is now or in the future furnished pursuant to this Agreement or any other Transaction Document; provided that any Purchaser or Marfin Bank may disclose any such information (i) as was or has become generally available to the public other than by virtue of a breach of this Section 8.14(a) or any other confidentiality obligation by such Purchaser or Marfin Bank or any other Person to whom such Purchaser or Marfin Bank has provided such information as permitted by this Section 8.14, (ii) as may be required in any report, statement or testimony required to be submitted to any municipal, state or federal regulatory body having or claiming to have jurisdiction over such Purchaser or

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Marfin Bank or to the SEC or similar organizations (whether in the United States of America or elsewhere) or their successors, (iii) as may be required or in the opinion of counsel appropriate in respect of any summons or subpoena or in connection with any litigation, (iv) as may be required or in the opinion of counsel appropriate in order to comply with any law, order, regulation or ruling applicable to such Purchaser or Marfin Bank and (v) to any prospective or actual Noteholder, in connection with any contemplated transfer of any of the Notes by such Purchaser; provided that prior to or concurrently with any disclosure of information to any Person pursuant to this clause (v) any such prospective or actual Noteholder expressly agrees in writing to be bound by the confidentiality provisions contained in this Section 8.14 pursuant to a confidentiality agreement with the Issuer embodying the provisions of this Section 8.14. Each of the Purchasers and Marfin Bank agree that in the event it intends to disclose confidential information in accordance with clauses (ii), (iii) or (iv) above, it shall, to the extent reasonably practicable, provide the Issuer notice of such requirement prior to making any disclosure so that the Issuer may seek an appropriate protective order or confidential treatment of the information being disclosed.

     (b) The Issuer hereby acknowledges and agrees that each Purchaser and Marfin Bank may share with any of its Affiliates, and such Affiliates may share with such Purchaser and Marfin Bank, any information related to the Issuer or any of its Subsidiaries (including any nonpublic information regarding the creditworthiness of, the Issuer or any of its Subsidiaries) to the extent such sharing reasonably relates to the administration of the investment represented by its Notes and such Affiliates are informed that such information is subject to the provisions of this Section 8.14; provided that such Persons shall be subject to the provisions of this Section 8.14 to the same extent as such Purchaser and Marfin Bank.

     (c) The Issuer shall not have any duty to disclose any information publicly or privately to any other Person in connection with any actual or proposed transfer of the Notes or any interest therein, in each case.

     (d) Notwithstanding anything to the contrary set forth herein, each party (and each of their respective Affiliates, partners, shareholders, directors, officers, employees, representatives or other agents) may disclose to any and all Persons, without limitations of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable the parties hereto, their respective Affiliates, and their respective Affiliates’ partners, shareholders, directors, officers and employees to comply with applicable securities laws. For this purpose, “tax structure” means any facts relevant to the federal income tax treatment of the Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective Affiliates.

8.15. Currency.

     Unless otherwise specified, all dollar amounts referred to in this Agreement are in lawful money of the United States.

8.16. Maximum Rate.

     In no event shall any interest or fee to be paid hereunder or under a Note exceed the maximum rate permitted by applicable law. In the event any such interest rate or fee exceeds such maximum rate, such rate shall be adjusted downward to the highest rate (expressed as a percentage per annum) or fee that the parties could validly have agreed to by contract on the date hereof under applicable law.

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8.17. Patriot Act.

     The Purchasers hereby notify the Issuer that pursuant to the requirements of the Patriot Act, the Purchasers may be required to obtain, verify and record information that identifies the Issuer and its Subsidiaries, including their respective names and addresses and other information that will allow the Purchasers to identify the Issuer and its Subsidiaries in accordance with the Patriot Act.

8.18. Further Assurances.

     Each of the parties hereto shall, upon reasonable request of any other party hereto, do, make and execute all such documents, act, matters and things as may be reasonably required in order to give effect to the transactions contemplated hereby.

[SIGNATURE PAGES FOLLOW]

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     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

ARIES MARITIME TRANSPORT LIMITED
 

By:  

Name:  

Title:  

[Signature Page to Note Purchase Agreement]

S-1

PURCHASER:	[ ______________ ]
	By:
		Name:
		Title:

[Signature Page to Note Purchase Agreement]

S-2

MARFIN EGNATIA BANK SOCIETE ANONYME,
as beneficiary of Sections 6.1, 7.2 and 8.2 and as an obligor under Section 8.14
 

By:  

Name:  

Title:  

[Signature Page to Note Purchase Agreement]

S-3