Unassociated Document


    6,325,000
      Shares of Common Stock

     

    ($0.03
      par value)

     

    EUROSEAS
      LTD.

     

    UNDERWRITING
      AGREEMENT

    _________________

     

    New
      York,
      New York

    November
      6, 2007

    


    WACHOVIA
      CAPITAL MARKETS, LLC

    375
      Park
      Avenue

    New
      York,
      New York 10152

     

    OPPENHEIMER
      & CO. INC.

    125
      Broad
      Street

    New
      York,
      New York 10004

     

    Ladies
      and Gentlemen:

     

    Euroseas
      Ltd., a company formed under the laws of the Republic of the Marshall Islands
      (the “Company”),
      confirms its agreement with Wachovia Capital Markets, LLC and Oppenheimer &
Co. Inc. (together, the “Underwriters,”
or,
      each, an “Underwriter”),
      with
      respect to the sale by the Company, and the purchase by the Underwriters, acting
      severally and not jointly, of an aggregate of 5,825,000 shares
      of the
      Company’s common stock, par value $0.03 per share (“Common
      Stock”).
      In
      addition, Friends Investment Company Inc. (the “Selling
      Shareholder”)
      confirms its agreement with the Underwriters, with respect to the sale by the
      Selling Shareholder and the purchase by the Underwriters, acting severally
      and
      not jointly, of an aggregate of 500,000 shares of Common Stock. Such shares
      of
      Common Stock to be sold by the Company and the Selling Shareholder are
      hereinafter collectively referred to as the “Firm
      Shares.”
Upon
      the request of the Underwriters, as provided in Section 2(c) hereof, the
      Company shall also sell to the Underwriters, acting severally and not jointly,
      up to 948,750 additional shares of Common Stock for the purpose of covering
      over-allotments, if any (the “Option
      Shares”).
      The
      Firm Shares and the Option Shares are hereinafter referred to as the
“Securities.”
The
      Securities are more fully described in the Registration Statement, the
      Preliminary Prospectus and the Prospectus referred to below. 

     

    
      	
              1.

            	
              Representations
                and Warranties.

            


    

     

    
      	 	
              (a)

            	
              The
                Company represents and warrants to, and agrees with, each of the
                Underwriters, as of the date hereof, as of the Closing Date referred
                to in
                Section 2(b) hereof, and as of each Option Closing Date (if
                any) referred to in Section 2(d) hereof, as
                follows:

            


    

     

    
      
        
        

      

      
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              (i)

            	
              The
                Company has prepared and filed with the Securities and Exchange Commission
                (the “Commission”)
                a registration statement on Form F-3 (File No. 333-142794), as amended
                by
                Amendment No. 1 thereto, to be used in connection with the public
                offering
                and sale of the Securities under the Securities Act of 1933, as amended
                (the “1933
                Act”),
                which registration statement, as amended, has been declared effective
                by
                the Commission on May 16, 2007. Such registration statement, in the
                form
                in which it was declared effective, as amended through the Applicable
                Time
                (as defined below), including all documents incorporated or deemed
                to be
                incorporated by reference therein through the Applicable Time, is
                hereinafter referred to as the “Registration
                Statement.”
                Any registration statement filed pursuant to Rule 462(b) of the rules
                and
                regulations of the Commission under the 1933 Act (the “1933
                Act Regulations”)
                is herein referred to as the “Rule 462(b) Registration Statement,” and
                after such filing the term “Registration
                Statement”
                shall include any Rule 462(b) Registration Statement. The Company
                has
                prepared and filed with the Commission a preliminary prospectus supplement
                dated October 29, 2007 relating to the Securities. Such preliminary
                prospectus supplement, together with the prospectus included in the
                Registration Statement at the time it was declared effective and
                all
                documents incorporated or deemed incorporated therein by reference,
                is
                herein called the “Preliminary
                Prospectus.”
                Promptly after execution and delivery of this underwriting agreement
                (the
                “Agreement”),
                the Company will prepare and file a final prospectus supplement relating
                to the Securities in accordance with the provisions of Rule 424(b)
                under
                the 1933 Act Regulations. Such final prospectus supplement in the
                form
                first furnished to the Underwriters to confirm sales of the Securities,
                together with the prospectus included in the Registration Statement
                at the
                time it was declared effective and all documents incorporated therein
                by
                reference, is herein called the “Prospectus.”
                

            


    

     

    For
      purposes of this Agreement, all references to the Registration Statement, the
      Preliminary Prospectus, the Prospectus or any amendment or supplement to any
      of
      the foregoing shall be deemed to include the copy filed with the Commission
      pursuant to its Electronic Data Gathering, Analysis and Retrieval system
      (“EDGAR”).
      In
      addition, all references in this Agreement to financial statements and schedules
      and other information which is “contained,” “included, “ “set forth” or “stated”
in the Registration Statement, the Preliminary Prospectus or the Prospectus
      (and
      all other references of like import) shall be deemed to mean and include all
      such financial statements and schedules and other information which is or is
      deemed to be incorporated by reference in the Registration Statement, the
      Preliminary Prospectus, or the Prospectus, as the case may be (except for any
      financial statements and schedules and other information incorporated or deemed
      to be incorporated therein by reference to the extent modified or superseded
      by
      any financial statements, schedules or other information included in the
      Registration Statement, the Preliminary Prospectus or the Prospectus); and
      all
      references in this Agreement to amendments or supplements to the Registration
      Statement, the Preliminary Prospectus or the Prospectus shall be deemed to
      mean
      and include the filing of any document under the Securities Exchange Act of
      1934, as amended (the “Exchange
      Act”),
      which
      is or is deemed to be incorporated by reference in the Registration Statement,
      the Preliminary Prospectus, or the Prospectus, as the case may be (subject
      to
      the above exception for modified or superseded financial statements, schedules
      and other information).

     

    
      
        
        

      

      
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              (ii)

            	
              The
                Company meets the requirements for use of Form F-3. Neither the Commission
                nor any state regulatory authority has issued any order suspending
                the
                effectiveness of the Registration Statement, any Rule
                462(b) Registration Statement or any post-effective amendment
                thereto, and no proceedings for a stop order suspending the effectiveness
                of the Registration Statement have been instituted or are pending
                or to
                the Company’s knowledge, threatened.


            


    

     

    
      	 	
              (iii)

            	
              At
                the respective times the Registration Statement became, any
                Rule 462(b) Registration Statement and any post-effective
                amendments thereto become effective (the “Effective
                Date”),
                at the Applicable Time and at the Closing Date (and, if any Option
                Shares
                are purchased, at the Option Closing Date), the Registration Statement,
                the Rule 462(b) Registration Statement and any amendments and
                supplements thereto complied and will comply in all material respects
                with
                the requirements of the 1933 Act and the 1933 Act Regulations and
                did not
                and will not contain an untrue statement of a material fact or omit
                to
                state a material fact required to be stated therein or necessary
                to make
                the statements therein not misleading. Neither the Prospectus nor
                any
                amendments or supplements thereto, at the respective times the Prospectus
                or any such amendment or supplement was issued or will be issued
                and at
                the Closing Date (and, if any Option Shares are purchased, at the
                Option
                Closing Date), included or will include an untrue statement of a
                material
                fact or omitted or will omit to state a material fact necessary in
                order
                to make the statements therein, in the light of the circumstances
                under
                which they were made, not misleading. As of the Applicable Time,
                the
                Preliminary Prospectus did not include any untrue statement of a
                material
                fact or omit to state any material fact necessary in order to make
                the
                statements therein, in the light of the circumstances under which
                they
                were made, not misleading. For the purposes of this Agreement, the
                “Applicable
                Time”
                is 7:00 p.m. (Eastern time) on the date of this Agreement. The
                representations and warranties in this subsection shall not apply
                to
                statements in or omissions from the Registration Statement, the
                Preliminary Prospectus or Prospectus made in reliance upon and in
                conformity with written information furnished to the Company by the
                Underwriters expressly for use in the Registration Statement (or
                any
                amendment thereto), the Preliminary Prospectus or the
                Prospectus.

            


    

     

        The
      Preliminary Prospectus and the Prospectus filed as part of the Registration
      Statement as originally filed or as part of any amendment thereto complied
      or
      will comply when so filed in all material respects with the 1933 Act Regulations
      and the Preliminary Prospectus and the Prospectus delivered to the Underwriters
      for use in connection with this offering was or will be identical to the
      electronically transmitted copies thereof filed with the Commission pursuant
      to
      EDGAR, except to the extent permitted by Regulation S-T and the 1933 Act
      Regulations.

     

    
      
        
        

      

      
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              (iv)

            	
              The
                documents incorporated or deemed to be incorporated by reference
                in the
                Registration Statement, the Preliminary Prospectus or the Prospectus,
                at
                the time they were or hereafter are filed with the Commission, as
                the case
                may be, complied in all material respects with the requirements of
                the
                1933 Act or the Exchange Act and, with the exception of information
                in
                such incorporated documents that was modified or superseded by information
                in the Prospectus, when read together with (and as modified by) the
                other
                information in the Prospectus, at the time the Registration Statement
                and
                any amendments become effective or were filed with the Commission,
                as the
                case may be, will not contain an untrue statement of a material fact
                or
                omit to state a material fact necessary in order to make the statements
                therein, in the light of the circumstances under which they were
                made, not
                misleading;

            


    

     

    
      	 	
              (v)

            	
              Each
                of the Company and its Subsidiaries (as hereinafter defined) 
                (A) has been duly organized and is validly existing as a corporation
                in good standing under the laws of the jurisdiction of its incorporation,
                (B) other than as disclosed in the Registration Statement, owns no
                interest in any corporation, partnership, trust, joint venture or
                other
                business entity, (C) is duly qualified to do business, and is in good
                standing as a foreign corporation, in each jurisdiction in which
                its
                ownership or leasing of any properties or the character of its operations
                requires such qualification, except for such failure to be so qualified
                or
                in good standing that would not, individually or in the aggregate,
                have a
                material adverse effect on the shareholders equity in, or the condition
                (financial or otherwise), earnings, business prospects or properties
                of
                the Company and its Subsidiaries, taken as a whole (a “Material
                Adverse Effect”),
                (D) has all requisite corporate power and authority, and has obtained
                any and all necessary authorizations, approvals, orders, licenses,
                certificates and permits of and from all governmental or regulatory
                officials and bodies, to own or lease its properties and conduct
                its
                business as described in the Preliminary Prospectus and the Prospectus,
                except for the failure to obtain such authorizations, approvals,
                orders,
                licenses, certificates and permits that would not, in the aggregate,
                have
                a Material Adverse Effect and (E) is and has been doing business in
                compliance with all such authorizations, approvals, orders, licenses,
                certificates, permits and all federal, state, local and foreign laws,
                rules and regulations, and has not received any notice of proceedings
                relating to the revocation or modification of any such authorization,
                approval, order, license, certificate or permit which, if the subject
                of
                an unfavorable decision, ruling or finding, would, individually or
                in the
                aggregate, have a Material Adverse Effect. The disclosures in the
                Registration Statement, the Preliminary Prospectus and the Prospectus
                concerning the effects of federal, state, local and foreign laws,
                rules
                and regulations on each of the Company’s and the Subsidiaries’ business as
                currently conducted and as contemplated are correct in all material
                respects and do not omit to state a material fact necessary to make
                the
                statements contained therein not
                misleading.

            


    

     

    
      
        
        

      

      
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              (vi)

            	
              To
                the best of the Company’s knowledge, Eurobulk Ltd. (A) has been duly
                organized and is validly existing as a corporation in good standing
                under
                the laws of Liberia, (B) is duly qualified to do business, and is in
                good standing as a foreign corporation, in each jurisdiction in which
                its
                ownership or leasing of any properties or the character of its operations
                requires such qualification, except for such failure to be so qualified
                or
                in good standing that would not, individually or in the aggregate,
                have a
                material adverse effect on its business, (C) has all requisite
                corporate power and authority, and has obtained any and all necessary
                authorizations, approvals, orders, licenses, certificates and permits
                of
                and from all governmental or regulatory officials and bodies, to
                own or
                lease its properties and conduct its business, except for the failure
                to
                obtain such authorizations, approvals, orders, licenses, certificates
                and
                permits that would not, in the aggregate, have a material adverse
                effect
                on its business and (D) is and has been doing business in compliance
                with all such authorizations, approvals, orders, licenses, certificates,
                permits and all federal, state local and foreign laws, rules and
                regulations, and has not received any notice of proceedings relating
                to
                the revocation or modification of any such authorization, approval,
                order,
                license, certificate or permit which, if the subject of an unfavorable
                decision, ruling or finding, would, individually or in the aggregate,
                have
                a material adverse effect on its
                business.

            


    

     

    
      	 	
              (vii)

            	
              The
                Company has a duly authorized equity capitalization as set forth
                in the
                Preliminary Prospectus under “Capitalization”
                and will have the adjusted duly authorized equity capitalization
                set forth
                therein on the Closing Date, based upon the assumptions set forth
                therein.
                Neither the Company nor any of its Subsidiaries is a party to, or
                bound
                by, any instrument, agreement or other arrangement providing for
                it to
                issue any capital stock, rights, warrants, options or other securities,
                except for this Agreement and as described in the Registration Statement,
                the Preliminary Prospectus and the Prospectus. The Securities and
                all
                other securities issued or issuable by the Company conform or, when
                issued
                and paid for, will conform, in all respects to all statements with
                respect
                thereto contained in the Registration Statement, the Preliminary
                Prospectus and the Prospectus. All issued and outstanding capital
                stock of
                the Company have been duly authorized and validly issued and are
                fully
                paid and nonassessable, and the holders thereof have no rights of
                rescission with respect thereto and are not subject to personal liability
                by reason of being such holders; and none of such securities were
                issued
                in violation of any preemptive rights of any holders of any security
                of
                the Company or similar contractual rights granted by the Company.
                The
                Securities (A) are not and will not be issued in violation of any
                preemptive or other similar rights of any person, (B) have been duly
                authorized for listing, subject to official notice of issuance on
                the
                NASDAQ Global Market, and (C) when issued, paid for and delivered
                in
                accordance with the terms hereof, will be validly issued, fully paid
                and
                non-assessable and will conform to the description thereof contained
                in
                the Preliminary Prospectus and the Prospectus. The holders of the
                Securities will not be subject to any liability solely by reason
                of being
                such holders. All corporate action required to be taken by the Company
                or
                any of it Subsidiaries for the authorization, issue and sale of the
                Securities has been duly and validly taken; and the certificates
                representing the Securities will be in due and proper form according
                to
                applicable law. Upon the issuance and delivery, pursuant to the terms
                hereof, of the Securities to be sold by the Company hereunder, and
                payment
                therefor, the Underwriters will acquire good and marketable title
                to such
                Securities, free and clear of any lien, charge, claim, encumbrance,
                pledge, security interest, defect or other restriction or equity
                of any
                kind whatsoever except for any such lien, charge, claim, encumbrance,
                pledge, security interest, defect, other restriction or equity created
                by
                the Underwriters or imposed upon the assets of the Underwriters.
                

            


    

     

    
      
        
        

      

      
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              (viii)

            	
              The
                subsidiaries of the Company listed on Schedule B hereto (each, a
                “Subsidiary”,
                and together, the “Subsidiaries”) are
                the only subsidiaries of the Company as defined by Rule 1-02 of Regulation
                S-X (“Regulation
                S-X”).
                All the outstanding shares of capital stock of each Subsidiary have
                been
                duly and validly authorized and issued and are fully paid and
                nonassessable, and, except as otherwise set forth in the Prospectus,
                are
                owned by the Company free and clear of any security interest, claim,
                lien
                or encumbrance.

            


    

     

    
      	 	
              (ix)

            	
              The
                financial statements, including the related notes and schedules thereto,
                included or incorporated by reference in the Registration Statement,
                the
                Preliminary Prospectus and the Prospectus, fairly present the financial
                position, income, changes in cash flow, changes in shareholders equity,
                and results of operations of the Company and its Subsidiaries at
                the
                respective dates and for the respective periods to which they apply.
                Such
                financial statements have been prepared in conformity with generally
                accepted accounting principles in the United States, applied on a
                consistent basis throughout the periods involved. The outstanding
                debt,
                the property, both tangible and intangible, and the business of the
                Company and each of its Subsidiaries conform in all material respects
                to
                the descriptions thereof contained in the Registration Statement,
                the
                Preliminary Prospectus and the Prospectus. The other financial information
                and summary financial information set forth in the Preliminary Prospectus
                and the Prospectus fairly present, on the basis stated in the Preliminary
                Prospectus and the Prospectus, the information set forth therein,
                and have
                been derived from, or compiled on, a basis consistent with that of
                the
                audited financial statements included in the Preliminary Prospectus
                and
                the Prospectus and the assumptions used in the preparation thereof
                are
                reasonable and the adjustments used therein are appropriate to give
                effect
                to the transactions and circumstances referred to therein. No other
                financial statements are required to be included in the Registration
                Statement, the Preliminary Prospectus or the Prospectus.
                

            


    

     

    
      
        
        

      

      
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              (x)

            	
              Each
                of the Company and its Subsidiaries has filed all U.S. federal, state,
                local and foreign tax returns that are required to be filed or has
                requested extensions thereof, whether or not arising from transactions
                in
                the ordinary course of business, except as set forth in or contemplated
                in
                the Preliminary Prospectus or the Prospectus and has paid all taxes
                required to be paid by it and any other assessment, fine or penalty
                levied
                against it, to the extent that any of the foregoing is due and payable,
                except for any such assessment, fine or penalty that is (A) currently
                being contested in good faith, whether or not arising from transactions
                in
                the ordinary course of business and as to which adequate reserves
                have
                been provided, (B) set forth in the Prospectus or (C) would not
                individually or in the aggregate, have a Material Adverse
                Effect.

            


    

     

    
      	 	
              (xi)

            	
              No
                capital gains, income, withholding or other taxes are payable by
                or on
                behalf of the Underwriters to the Republic of the Marshall Islands,
                Cyprus, Panama, Liberia or Greece, or to any political subdivision
                or
                taxing authority thereof or therein in connection with the sale and
                delivery by the Company of the Securities to or for the respective
                accounts of the Underwriters or the sale and delivery by the Underwriters
                of the Securities to the initial purchasers
                thereof.

            


    

     

    
      	 	
              (xii)

            	
              The
                Company and its Subsidiaries possess such permits, licenses, certificates,
                approvals, consents and other authorizations (collectively, “Governmental
                Licenses”) issued
                by appropriate federal, state, local or foreign regulatory agencies
                or
                bodies necessary for the ownership of their respective assets and
                to
                conduct the business now operated by them, except where the failure
                to
                have obtained the same would not have a Material Adverse Effect;
                the
                Company and each Subsidiary are in compliance with the terms and
                conditions of all such Governmental Licenses, except where the failure
                to
                so comply would not singly or in the aggregate have a Material Adverse
                Effect; all of the Governmental Licenses are valid and in full force
                and
                effect, except where the invalidity or the failure to be in full
                force and
                effect would not singly or in the aggregate have a Material Adverse
                Effect; and none of the Company’s nor any of its Subsidiaries’ officers,
                directors, or crew managers have received any notice of proceedings
                relating to the revocation or modification of any such Governmental
                Licenses which, singly or in the aggregate, if the subject of an
                unfavorable decision, ruling or finding would result in a Material
                Adverse
                Effect.

            


    

     

    
      
        
        

      

      
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              (xiii)

            	
              The
                Company and each of its Subsidiaries is conducting its business in
                compliance with all applicable laws, rules and regulations of the
                jurisdictions in which it is conducting business, except where failure
                to
                be so in compliance would not reasonably be expected to have, individually
                or in the aggregate, a Material Adverse
                Effect.

            


    

     

    
      	 	
              (xiv)

            	
              The
                Company and each of its Subsidiaries are insured by insurers of recognized
                financial responsibility against such losses and risks and in such
                amounts
                as the Company reasonably considers adequate for the conduct of its
                business and the value of its properties and as are customary in
                the
                businesses in which the Company and each of its Subsidiaries are
                engaged;
                all policies of insurance insuring the Company or any of its Subsidiaries
                or their respective businesses, assets, employees, officers and directors
                are in full force and effect; the Company and its Subsidiaries are
                in
                compliance with the terms of such policies in all material respects;
                and
                there are no material claims by the Company or any of its Subsidiaries
                under any such policy or instrument as to which any insurance company
                is
                denying liability or defending under a reservation of rights clause;
                neither the Company nor any Subsidiary has been refused any insurance
                coverage sought or applied for or for which a renewal was sought
                or
                applied for since January 1, 2002, except where the Company or such
                Subsidiary obtained similar coverage from similar insurers; and neither
                the Company nor any such Subsidiary has any reason to believe that
                it will
                not be able to renew its existing insurance coverage as and when
                such
                coverage expires or to obtain similar coverage from similar insurers
                as
                may be necessary to continue its business at a cost that would not
                have a
                Material Adverse Effect, whether or not arising from transactions
                in the
                ordinary course of business.

            


    

     

    
      	 	
              (xv)

            	
              There
                is no action, suit, proceeding, inquiry, arbitration or investigation
                before or brought by any court or government agency or body, domestic
                or
                foreign, pending or to the Company’s knowledge, threatened against (or, to
                the Company’s knowledge, circumstances that are reasonably likely give
                rise to the same), or involving the properties or business of the
                Company
                or any of its Subsidiaries which (A) questions the validity of its
                capital stock, this Agreement or any action taken or to be taken
                by the
                Company or its Subsidiaries pursuant to, or in connection with, this
                Agreement, (B) is required to be disclosed in the Registration
                Statement which is not so disclosed or (C) except for the matters
                described in the Preliminary Prospectus and the Prospectus might,
                individually or in the aggregate, have a Material Adverse Effect.
                

            


    

     

    
      
        
        

      

      
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              (xvi)

            	
              Except
                as described in the Preliminary Prospectus and the Prospectus, and
                except
                as would not, individually or in the aggregate, reasonably be expected
                to
                have a Material Adverse Effect, (A) neither the Company nor any of
                its
                Subsidiaries is in violation of any federal, state, local or foreign
                statute, law, rule, regulation, ordinance, code, policy or rule of
                common
                law, including any judicial or administrative order, consent, decree
                or
                judgment, relating to pollution or protection of human health, the
                environment (including, without limitation, ambient air, surface
                water,
                groundwater, land surface or subsurface strata) or protected species,
                including, without limitation, laws and regulations relating to the
                release or threatened release of chemicals, pollutants, contaminants,
                hazardous wastes, toxic substances, hazardous substances, petroleum
                or
                petroleum products, asbestos-containing materials or mold (collectively,
                “Hazardous
                Materials”) or
                to the manufacture, processing, distribution, use, treatment, storage,
                disposal, transport or handling of Hazardous Materials (collectively,
                “Environmental
                Laws”),
                (B) the Company and its Subsidiaries have all permits, authorizations
                and approvals required under any applicable Environmental Laws and
                are
                each in compliance with their requirements, (C) there are no pending
                or, to the knowledge of the Company, threatened administrative, regulatory
                or judicial actions, suits, demands, demand letters, claims, liens,
                notices of noncompliance or violation, investigation or proceedings
                relating to any Environmental Law or relating to any common law regarding
                Hazardous Materials against the Company or any of its Subsidiaries,
                (D) there are no events or circumstances that would reasonably be
                expected to form the basis of an order for clean-up or remediation,
                or an
                action, suit or proceeding by any private party or governmental body
                or
                agency, against or affecting the Company or any of its Subsidiaries
                relating to Hazardous Materials or any Environmental Laws, (E) neither
                the
                Company nor either of its Subsidiaries has been named as a “potentially
                responsible party” under the Comprehensive Environmental Response,
                Compensation, and Liability Act of 1980, as amended, or any similar
                state
                statute, (F) there has been no storage, generation, transport,
                handling, treatment, disposal, discharge, emission or other release
                of any
                kind of toxic or other wastes or other hazardous substances by, due
                to, or
                caused by the Company or any of its Subsidiaries (or, to the Company’s
                knowledge, upon any other entity for whose acts or omissions the
                Company
                is or may liable) upon the seas, in any inland waters or port or
                upon any
                other property now or previously owned or leased by the Company or
                any of
                its Subsidiaries, or upon any other property or in any waters, which
                would
                be a violation of or give rise to any liability under any applicable
                law,
                rule, regulation, order, judgment, decree or permit (including any
                applicable regulations and standards adopted by the International
                Maritime
                Organization) relating to pollution or protection of human health
                and the
                environment, (G) there has been no disposal discharge, emission or
                other release of any kind onto such property or into the environment
                surrounding such property of any toxic or other wastes or other hazardous
                substances with respect to which the Company or any of its Subsidiaries
                has knowledge and (H) neither the Company nor any of its Subsidiaries
                has agreed to assume, undertake or provide indemnification for any
                liability or any other person under any Environmental Law, including
                any
                obligation for cleanup or remedial action, other than by operation
                of law
                or due to the Company’s membership in any mutual protection and indemnity
                association, in each case as described in the Registration Statement,
                the
                Preliminary Prospectus and the Prospectus.


            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (xvii)

            	
              The
                Company has the corporate power and authority to authorize, issue,
                deliver
                and sell the Securities being sold by it hereunder, enter into this
                Agreement and consummate the transactions provided for in this Agreement;
                and this Agreement has been duly and properly authorized, executed
                and
                delivered by the Company and is a valid and binding agreement of
                the
                Company enforceable against it in accordance with its terms; subject
                to
                (A) applicable bankruptcy, insolvency, fraudulent transfer,
                reorganization, moratorium and similar laws relating to or affecting
                creditors’ rights generally and by general principles of equity
                (regardless of whether such enforceability is considered in a proceeding
                in equity or at law) and (B) public policy, applicable law relating
                to fiduciary duties and indemnification and an implied covenant of
                good
                faith and fair dealing.

            


    

     

    
      	 	
              (xviii)

            	
              None
                of the Company’s issuance or sale of the Securities or the execution or
                delivery of this Agreement by the Company, the Company’s performance
                hereunder or the conduct of the Company’s or its Subsidiaries’ business as
                described in the Registration Statement, the Preliminary Prospectus,
                the
                Prospectus, and any amendments or supplements thereto, (A) results in
                or will result in any breach or violation of any of the terms or
                provisions of, (B) constitutes or will constitute a default under, or
                (C) results in or will result in the creation or imposition of any
                lien, charge, claim, encumbrance, pledge, security interest, defect
                or
                other restriction of any kind whatsoever, upon any property or assets
                (tangible or intangible) of the Company or any of its Subsidiaries
                pursuant to the terms of any of the following: (1) charter or by-laws
                of
                the Company or its Subsidiaries, (2) any license, contract,
                indenture, mortgage, deed of trust, voting trust agreement, stockholders
                agreement, note, indebtedness, loan, lease, deed of trust, credit
                agreement or any other agreement or instrument to which the Company
                or its
                Subsidiaries is a party or by which it is or may be bound or to which
                any
                of its properties or assets (tangible or intangible) is or may be
                subject, or (3) to the best of the Company’s knowledge any statute,
                judgment, decree, order, rule or regulation, applicable to the Company
                or
                its Subsidiaries, of any arbitrator, court, regulatory body or
                administrative agency or other governmental agency or body, domestic
                or
                foreign, having jurisdiction over the Company, its Subsidiaries or
                any of
                their activities or properties, except in the case of clauses (2)
                and (3)
                for such breaches, violations, defaults, liens or other restrictions
                that
                do not or will not, individually or in the aggregate, have a Material
                Adverse Effect.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (xix)

            	
              No
                consent, approval, authorization or order of, and no filing with,
                any
                court, regulatory body, government agency or other body, domestic
                or
                foreign, is required in connection with the transactions contemplated
                herein or the performance of this Agreement, except such as have
                been or
                may be obtained under the 1933 Act, the Exchange Act and the rules
                and
                regulations promulgated under these acts, or may be required under
                state
                securities or Blue Sky laws, the rules of the Financial
                Industry Regulatory Authority (“FINRA”)
                or the NASDAQ Global Market in connection with the Underwriters’ purchase
                and distribution of the Securities, in the manner contemplated herein
                and
                in the Preliminary Prospectus and the
                Prospectus.

            


    

     

    
      	 	
              (xx)

            	
              All
                executed agreements, contracts or other documents or copies of executed
                agreements, contracts or other documents filed as exhibits to the
                Registration Statement to which the Company or any of its Subsidiaries
                is
                a party or by which it may be bound or to which any of its assets,
                properties or business may be subject have been duly and validly
                authorized, executed and delivered by it, and constitute the legal,
                valid
                and binding obligations of the Company or such Subsidiary, enforceable
                against it in accordance with their respective terms. The descriptions
                in
                the Registration Statement, the Preliminary Prospectus and the Prospectus
                of agreements, contracts and other documents are accurate in all
                material
                respects and fairly present the information required to be shown
                with
                respect thereto on Form F-3. There are no contracts or other documents
                which are required by the 1933 Act or the 1933 Act Regulations to
                be
                described in the Registration Statement, the Preliminary Prospectus
                or the
                Prospectus or to be filed as exhibits to the Registration Statement
                which
                have not so been described and filed as required, and the exhibits
                which
                have been filed are in all material respects complete and correct
                copies
                of the documents of which they purport to be
                copies.

            


    

     

    
      	 	
              (xxi)

            	
              Neither
                the Company nor any of its Subsidiaries is in violation or default
                of
                (A) any provision of its charter or by-laws or (B) the terms of
                any indenture, contract, lease, mortgage, deed of trust, note agreement,
                loan agreement, management agreement, charter party agreement or
                other
                agreement, obligation, condition, covenant or instrument to which
                it is a
                party or bound or to which its property is subject except, in the
                case of
                clause (B), where such violation or default, individually or in the
                aggregate, would not have a Material Adverse
                Effect.

            


    

     

    
      	 	
              (xxii)

            	
              No
                labor problem or dispute with the employees of the Company or any
                of its
                Subsidiaries exists or, to the knowledge of the Company, is threatened
                or
                imminent, and the Company is not aware of any existing or imminent
                labor
                disturbance by the employees of any of its or its Subsidiaries’ principal
                suppliers, contractors or customers, that could have a Material Adverse
                Effect, whether or not arising from transactions in the ordinary
                course of
                business. The Company is not aware that any key employee or significant
                group of employees of the Company or any of its Subsidiaries plans
                to
                terminate employment with such
                entity.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (xxiii)

            	
              Neither
                the Company, its Subsidiaries nor, any of their respective directors
                or
                affiliates nor, to the knowledge of the Company, any of the Company’s or
                its Subsidiaries’ employees, stockholders, partners or their affiliates of
                any of the foregoing has taken or will take, directly or indirectly,
                any
                action designed to or which has constituted or which might be expected
                to
                cause or result in, under the Exchange Act and the rules and regulations
                promulgated thereunder, stabilization or manipulation of the price
                of any
                security of the Company to facilitate the sale or resale of the Securities
                or otherwise.

            


    

     

    
      	 	
              (xxiv)

            	
              The
                Company and each of its Subsidiaries owns or has obtained licenses
                for the
                patent rights, licenses, inventions, copyrights, know-how (including
                trade
                secrets and other unpatented and/or unpatentable proprietary or
                confidential information, systems or procedures), trademarks, service
                marks, trade names and other intellectual property referenced or
                described
                in the Preliminary Prospectus and the Prospectus as being owned by
                or
                licensed to it (collectively, the “Intellectual
                Property”).
                To the knowledge of the Company, there are no rights of third parties
                to
                any such Intellectual Property; to the knowledge of the Company,
                there is
                no infringement by third parties of any such Intellectual Property;
                there
                is no pending or, to the knowledge of the Company, threatened action,
                suit, proceeding or claim by others challenging the Company’s or its
                Subsidiaries’ rights in or to any such Intellectual Property, and the
                Company is unaware of any facts which would form a reasonable basis
                for
                any such claim; there is no domestic or foreign, pending or, to the
                knowledge of the Company, threatened, action, suit, proceeding or
                claim by
                others challenging the validity or scope of any such Intellectual
                Property, and the Company is unaware of any facts which would form
                a
                reasonable basis for any such claim; and there is no pending or,
                to the
                knowledge of the Company, threatened action, suit, proceeding or
                claim by
                others that the Company infringes or otherwise violates any patent,
                trademark, copyright, trade secret or other proprietary rights of
                others,
                and the Company is unaware of any other fact which would form a reasonable
                basis for any such claim. The Company owns, possesses, licenses or
                has
                other rights to use, on reasonable terms, all Intellectual Property
                necessary for the conduct of the Company’s business as now conducted or as
                proposed in the Preliminary Prospectus and the Prospectus to be
                conducted.

            


    

     

    
      	 	
              (xxv)

            	
              The
                Company and each of its Subsidiaries has good and marketable title
                to, or
                valid and enforceable leasehold estates in, all items of real and
                personal
                property stated in the Registration Statement the Preliminary Prospectus
                and the Prospectus to be owned or leased by it, free and clear of
                all
                liens, charges, claims, encumbrances, pledges, mortgages, security
                interests, defects, or other restrictions or equities of any kind
                whatsoever, other than those referred to in the Registration Statement,
                the Preliminary Prospectus and the Prospectus and taxes, lessor’s
                interests and liens for taxes not yet due and payable. All of the
                leases
                and subleases material to the business of the Company or its Subsidiaries,
                are in full force and effect, and none of the Company’s, nor to the best
                of the Company’s knowledge any of its Subsidiaries’ officers, directors or
                crew managers have received any notice of any material claim of any
                sort
                that has been asserted by anyone adverse to the rights of the Company
                or
                any of its Subsidiaries under any of the leases or subleases mentioned
                above, or affecting or questioning the rights of the Company or any
                of its
                Subsidiaries to the continued possession of the leased or subleased
                premises under any such lease or
                sublease.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (xxvi)

            	
              Deloitte,
                Hadjipavlou, Sofianos & Cambanis S.A., which has certified certain
                financial statements of the Company and delivered their reports with
                respect to the audited financial statements and schedules included
                in the
                Registration Statement, the Preliminary Prospectus and the Prospectus,
                is
                (A) an independent certified public accountant as required by the
                1933 Act and the 1933 Act Regulations, (B) in compliance with the
                applicable requirements relating to the qualification of accountants
                under
                Rule 2-01 of Regulation S-X, and (C) a registered public accounting
                firm as defined by the Public Company Accounting Oversight Board,
                whose
                registration has not been suspended or revoked and who has not requested
                such registration to be withdrawn.

            


    

     

    
      	 	
              (xxvii)

            	
              Except
                as described in the Preliminary Prospectus and the Prospectus under
                “Underwriting,” there are no claims, payments, issuances, arrangements or
                understandings, whether oral or written, of the Company for services
                in
                the nature of a finder’s or origination fee with respect to the sale of
                the Securities by it hereunder or any other arrangements, agreements,
                understandings, payments or issuances with respect to the Company
                or, to
                the Company’s knowledge, any of its officers, directors, stockholders,
                partners, employees or affiliates that may affect the Underwriters’
                compensation, as determined by the FINRA.


            


    

     

    
      	 	
              (xxviii)

            	
              Neither
                the Company nor, to its knowledge, any of its officers, employees,
                agents,
                or any other person acting on behalf of the Company, has, directly
                or
                indirectly, given or agreed to give any money, gift or similar benefit
                (other than legal price concessions to customers in the ordinary
                course of
                business) to any customer, supplier, employee or agent of a customer
                or supplier, or official or employee of any governmental agency (domestic
                or foreign) or instrumentality of any government (domestic or
                foreign) or any political party or candidate for office (domestic or
                foreign) or other person who was, is or may be in a position to help
                or hinder the business of the Company or any of its Subsidiaries
                (or
                assist the Company in connection with any actual or proposed
                transaction) which (A) might subject the Company, any of its
                Subsidiaries, or any other such person, to any fine or penalty in
                any
                civil, criminal or governmental litigation or proceeding (domestic
                or
                foreign), (B) if not given in the past, might have had a Material
                Adverse Effect, or (C) if not continued in the future, might have a
                Material Adverse Effect.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (xxix)

            	
              The
                operations of the Company and its Subsidiaries are and have been
                conducted
                at all times in compliance with applicable financial recordkeeping
                and
                reporting requirements of the Currency and Foreign Transactions Reporting
                Act of 1970, as amended, the money laundering statutes of all
                jurisdictions, the rules and regulations thereunder to which the
                Company
                is subject, and any related or similar rules, regulations or guidelines,
                issued, administered or enforced by any governmental agency (collectively,
                the “Money
                Laundering Laws”),
                and no action, suit or proceeding by or before any court or governmental
                agency, authority or body or any arbitrator involving the Company
                or any
                of its Subsidiaries with respect to the Money Laundering Laws is
                pending
                or, to the best knowledge of the Company,
                threatened.

            


    

     

    
      	 	
              (xxx)

            	
              Neither
                the Company nor, to the knowledge of the Company, any director, officer,
                agent, employee, affiliate or person acting on behalf of the Company
                is
                currently subject to any U.S. sanctions administered by the Office
                of
                Foreign Assets Control of the U.S. Treasury Department (“OFAC”),
                and the Company will not directly or indirectly use the proceeds
                of the
                offering, or lend, contribute or otherwise make available such proceeds
                to
                any Subsidiary, joint venture partner or other person or entity,
                for the
                purpose of financing the activities of any person currently subject
                to any
                U.S. sanctions administered by
                OFAC.

            


    

     

    
      	 	
              (xxxi)

            	
              Neither
                the Company, its subsidiaries, nor any of their properties or assets
                has
                any immunity from the jurisdiction of any court or from any legal
                process
                (whether through service or notice, attachment prior to judgment,
                attachment in aid of execution or otherwise) under the laws of the
                United
                States, the Marshall Islands, Cyprus, Greece, Liberia or Panama or
                any
                political subdivisions thereof. 

            


    

     

    
      	 	
              (xxxii)

            	
              The
                Company has established and will maintain disclosure controls and
                procedures (as such is defined in Rule 13a-15 under the Exchange
                Act),
                which (a) are designed to ensure that information relating to the
                Company is made known to the Company’s principal executive officer and its
                principal financial officer, or persons performing similar functions,
                by
                others within the Company, particularly during the periods in which
                the
                periodic reports required under the Exchange Act are being prepared
                and
                (b) are effective in all material respects to perform the functions
                for which they were established. With respect to the Company’s disclosure
                controls and procedures described above, the Company is not aware
                of
                (i) any deficiency in the design or operation of internal controls
                which could adversely affect the Company’s ability to record, process,
                summarize and report financial data or any material weaknesses in
                internal
                controls or (ii) any fraud, whether or not material, that involves
                management or other employees who have a significant role in the
                Company’s
                internal controls. 

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (xxxiii)

            	
              The
                Company and each of its Subsidiaries has established and will maintain
                a
                system of internal controls sufficient to provide reasonable assurances
                that (A) transactions are executed in accordance with management’s
                general or specific authorization, (B) transactions are recorded as
                necessary to permit preparation of financial statements in conformity
                with
                GAAP and to maintain accountability for assets, (C) access to assets
                is permitted only in accordance with management’s general or specific
                authorization and (D) the recorded accountability for assets is
                compared with the existing assets at reasonable intervals and appropriate
                action is taken with respect to any differences. Except as described
                in
                the Registration Statement, the Preliminary Prospectus and the Prospectus,
                since the
                end of the Company’s most recent audited fiscal year,
                there has been (1) no material weakness in the Company’s internal
                controls over financial reporting (whether or not remediated) and
                (2) no change in the Company’s internal controls over financial
                reporting that has materially affected, or is reasonably likely to
                materially affect, the Company’s internal controls over financial
                reporting.

            


    

     

    
      	 	
              (xxxiv)

            	
              The
                minute books of the Company and each of its Subsidiaries have been
                made
                available to the Underwriters and counsel for the Underwriters, and
                such
                books (A) contain a complete summary of all meetings and actions of
                the board of directors (including each board committee) and
                stockholders (or analogous governing bodies and interest holders,
                as
                applicable) of the Company and each of its Subsidiaries since the
                time of its respective incorporation through the date of the latest
                meeting and action, and (B) accurately reflect in all material
                respects all transactions referred to in such minutes.
                

            


    

     

    
      	 	
              (xxxv)

            	
              Each
                of the vessels described in the Registration Statement, the Preliminary
                Prospectus and the Prospectus as owned by certain of the Company’s
                Subsidiaries has been duly registered in the name of the entity that
                owns
                it under the laws and regulations and flag of the nation of its
                registration and no other action is necessary to establish and perfect
                such entity’s title to and interest in any of the vessels as against any
                charterer or third party and all of the vessels described in the
                Registration Statement, the Preliminary Prospectus and the Prospectus
                as
                owned by a Subsidiary of the Company are owned directly by such Subsidiary
                of the Company free and clear of all liens, claims, security interests
                or
                other encumbrances, except such as are described in or contemplated
                by the
                Registration Statement, the Preliminary Prospectus and the
                Prospectus.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (xxxvi)

            	
              Except
                as set forth in the Registration Statement, the Preliminary Prospectus
                and
                the Prospectus, the Company is not prohibited, directly or indirectly,
                from paying any dividends, from making any other distribution, from
                repaying any loans or advances or from transferring any of its property
                or
                assets. All dividends and other distributions declared and payable
                on the
                shares of capital stock of the Company may, under the current laws
                and
                regulations of the Republic of the Marshall Islands and any political
                subdivisions thereof, be paid in United States dollars and may be
                freely
                transferred out of the Republic of the Marshall Islands, and, under
                current laws and regulations, all such dividends and other distributions
                will not be subject to withholding or other taxes under the laws
                and
                regulations of the Republic of the Marshall Islands and are otherwise
                free
                and clear of any other tax, withholding or deduction and without
                the
                necessity of obtaining any consents, approvals, authorizations, orders,
                licenses, registrations, clearances and qualifications of or with
                any
                court or governmental agency or body in the Republic of the Marshall
                Islands.

            


    

     

    
      	 	
              (xxxvii)

            	
              No
                Subsidiary of the Company is currently prohibited, directly or indirectly,
                from paying any dividends to the Company, from making any other
                distribution on such Subsidiary’s capital stock, from repaying to the
                Company any loans or advances to such Subsidiary from the Company
                or from
                transferring any of such Subsidiary’s property or assets to the Company or
                any other Subsidiary of the Company, except as described in the in
                the
                Registration Statement, the Preliminary Prospectus and the Prospectus.
                

            


    

     

    
      	 	
              (xxxviii)

            	
              There
                are no restrictions on subsequent transfers of the Securities under
                the
                laws of the Republic of the Marshall
                Islands.

            


    

     

    
      	 	
              (xxxix)

            	
              No
                forward-looking statement (within the meaning of Section 27A of the
                1933
                Act and Section 21E of the Exchange Act) contained in the
                Registration Statement, the Preliminary Prospectus or the Prospectus
                has
                been made or reaffirmed without a reasonable basis or has been disclosed
                other than in good faith.

            


    

     

    
      	 	
              (xl)

            	
              The
                Company is in compliance with all applicable provisions of the
                Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated
                thereunder or implementing the provisions thereof (the “Sarbanes-Oxley
                Act”) that
                are currently applicable to the Company and is actively taking steps
                to
                ensure that it will be in compliance with other provisions of the
                Sarbanes-Oxley Act not currently applicable to the Company upon and
                at all
                times after the effectiveness of such provisions and when such provisions
                become applicable to the Company. 

            


    

     

    
      	 	
              (xli)

            	
              The
                Company is not a passive foreign investment company (“PFIC”)
                within the meaning of Section 1297(a) of the United States Internal
                Revenue Code of 1986, as amended, was not a PFIC for its most recently
                completed tax year (as determined for United States federal income
                tax
                purposes) and will not take any action that is likely to result in
                it
                becoming a PFIC.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (xlii)

            	
              Neither
                the Company nor, to the knowledge of the Company, any director, officer,
                agent, employee, affiliate or other person acting on behalf of the
                Company
                is aware of or has taken any action, directly or indirectly, that
                would
                result in a violation by such persons of the Foreign Corrupt Practices
                Act
                of 1977, as amended, and the rules and regulations thereunder (the
                “FCPA”),
                including, without limitation, making use of the mails or any means
                or
                instrumentality of interstate commerce corruptly in furtherance of
                an
                offer, payment, promise to pay or authorization of the payment of
                any
                money, or other property, gift, promise to give, or authorization
                of the
                giving of anything of value to any “foreign official” (as such term is
                defined in the FCPA) or any foreign political party or official thereof
                or
                any candidate for foreign political office, in contravention of the
                FCPA
                and the Company and, to the knowledge of the Company, its affiliates
                have
                conducted their businesses in compliance with the FCPA and have instituted
                and maintain policies and procedures designed to ensure, and which
                are
                reasonably expected to continue to ensure, continued compliance
                therewith.

            


    

     

    
      	 	
              (xliii)

            	
              The
                Company is a “foreign private issuer” as defined in Rule 405 of the
                1933 Act.

            


    

     

    
      	 	
              (xliv)

            	
              The
                Company has taken all necessary actions to ensure that it is in compliance
                with all applicable corporate governance requirements of the NASDAQ
                Global
                Market that are, or will be, applicable to the Company, except for
                such
                requirements that have been waived and disclosed in the Registration
                Statement, the Preliminary Prospectus or the Prospectus, and is actively
                taking steps to ensure that it will be in compliance with other applicable
                corporate governance requirements of the NASDAQ Global Market not
                currently in effect upon and all times after the effectiveness of
                such
                requirements and when such provisions become applicable to the
                Company.

            


    

     

    
      	 	
              (xlv)

            	
              Neither
                the Company nor any of its affiliates directly, or indirectly through
                one
                or more intermediaries, controls, or is controlled by, or is under
                common
                control with, or is a person associated with (within the meaning
                of
                Article I (dd) of the by-laws of the FINRA), any member firm of the
                FINRA.

            


    

     

    
      	 	
              (xlvi)

            	
              No
                relationship, direct or indirect, exists between or among any of
                the
                Company or its Subsidiaries, on the one hand, and any director, officer,
                stockholder, customer or supplier of the Company, or its Subsidiaries
                or
                any affiliate of the Company, on the other hand, which is required
                to be
                described in the Registration Statement, the Preliminary Prospectus
                or the
                Prospectus which is not so described as required.
                

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (xlvii)

            	
              There
                are no outstanding loans, advances (except normal advances for business
                expense in the ordinary course of business) or guarantees or
                indebtedness by the Company, directly or indirectly, including through
                a
                Subsidiary, to or for the benefit of any of the officers or directors
                of
                the Company, except as disclosed in the Registration Statement, the
                Preliminary Prospectus and the
                Prospectus.

            


    

     

    
      	 	
              (xlviii)

            	
              There
                are no transactions, arrangements or other relationships between
                and/or
                among the Company, any of its affiliates (as such term is defined
                in Rule
                405 of the 1933 Act) and any unconsolidated entity, including, but
                not limited to, any structure finance, special purpose or limited
                purpose
                entity that could reasonably be expected to materially affect the
                Company’s liquidity or the availability of or requirements for its capital
                resources required to be described in the Preliminary Prospectus
                and the
                Prospectus which have not been described as
                required.

            


    

     

    
      	 	
              (xlix)

            	
              Except
                as described in the Preliminary Prospectus and the Prospectus, no
                holders
                of any securities of the Company or of any options, warrants or other
                convertible or exchangeable securities of the Company have the right
                to
                include any securities issued by the Company in the Registration
                Statement
                or any registration statement to be filed by the Company or to require
                the
                Company to file a registration statement under the 1933 Act, other
                than
                those holders who have waived such rights. Except as described in
                the
                Preliminary Prospectus and the Prospectus, no holder of any securities
                of
                the Company or any other person has the right, contractual or otherwise,
                which has not been satisfied or effectively waived, to cause the
                Company
                to sell or otherwise issue to them, or permit them to underwrite
                the sale
                of, any of the Securities.

            


    

     

    
      	 	
              (l)

            	
              Neither
                the Company nor any of its Subsidiaries is, nor upon consummation
                of the
                transactions contemplated hereby will be, an “investment company” within
                the meaning of such term under the Investment Company Act of 1940
                (the
                “Investment
                Company Act”),
                and the rules and regulations of the Commission promulgated
                thereunder.

            


    

     

    
      	 	
              (li)

            	
              There
                are no documentary, stamp or other issuance or transfer taxes or
                duties or
                similar fees or charges under U.S. federal law or the laws of any
                U.S.
                state, the Republic of the Marshall Islands, Cyprus, Liberia, Greece
                or
                Panama or, or any political subdivision of any thereof, required
                to be
                paid in connection with the execution and delivery of this Agreement
                or
                the issuance by the Company of the Securities, or the sale and delivery
                by
                the Company of the Securities to or for the respective accounts of
                the
                Underwriters or the sale and delivery by the Underwriters of the
                Securities to the initial purchasers thereof.


            


    

     

    
      	 	
              (lii)

            	
              Neither
                the Company nor any of its officers, directors or 5% stockholders
                nor any
                of their respective affiliates (within the meaning of the Exchange
                Act)
                have taken and will not take, directly or indirectly, any action
                which is
                designed to or which has constituted or which might reasonably be
                expected
                to cause or result in stabilization or manipulation of the price
                of the
                Common Stock or any other reference security with respect to the
                Common
                Stock, to facilitate the sale or resale of the Securities or otherwise,
                or
                which is otherwise prohibited by Regulation M under the 1933 Act
                (“Regulation
                M”).

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              The
                Selling Shareholder represents and warrants to, and agrees with,
                each of
                the Underwriters, as of the date hereof, and as of the Closing Date,
                that:

            


    

     

    
      	 	
              (i)

            	
              All
                information with respect to the Selling Shareholder included in the
                Registration Statement, the Preliminary Prospectus or the Prospectus
                complied and will comply with all applicable provisions of the 1933
                Act.

            


    

     

    
      	 	
              (ii)

            	
              As
                each relates to the Selling Shareholder, at the respective Effective
                Dates, the Registration Statement, any Rule 462(b) Registration
                Statement and any post-effective amendments thereto and at the Applicable
                Time and at the Closing Date, the Registration Statement, any Rule
                462(b) Registration Statement and any amendments and supplements
                thereto complied and will comply in all material respects with the
                requirements of the 1933 Act and the 1933 Act Regulations and did
                not and
                will not contain an untrue statement of a material fact or omit to
                state a
                material fact required to be stated therein or necessary to make
                the
                statements therein not misleading. Neither the Prospectus nor any
                amendments or supplements thereto, in each case as they relate to
                the
                Selling Shareholder, at the respective times the Prospectus or any
                such
                amendment or supplement was issued or will be issued and at the Closing
                Date, in each case as they relate to the Selling Shareholder, included
                or
                will include an untrue statement of a material fact or omitted or
                will
                omit to state a material fact necessary in order to make the statements
                therein, in the light of the circumstances under which they were
                made, not
                misleading. As of the Applicable Time, the Preliminary Prospectus
                as it
                relates to the Selling Shareholder did not include any untrue statement
                of
                a material fact or omit to state any material fact necessary in order
                to
                make the statements therein, in the light of the circumstances under
                which
                they were made, not misleading.

            


    

     

    
      	 	
              (iii)

            	
              The
                Selling Shareholder has not, prior to the execution of this Agreement,
                offered or sold any shares of Common Stock by means of any “prospectus”
                (within the meaning of the 1933 Act), or used any “prospectus” (within the
                meaning of the 1933 Act) in connection with the offer or sale of
                shares of
                Common Stock, in each case other than the Preliminary
                Prospectus.

            


    

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iv)

            	
              Neither
                the execution, delivery and performance of this Agreement or the
                custody
                agreement (the “Custody
                Agreement”)
                between American Stock Transfer & Trust Company (the “Custodian”)
                and the Selling Shareholder or Power of Attorney to which the Selling
                Shareholder is a party nor the sale by the Selling Shareholder of
                the Firm
                Shares to be sold by the Selling Shareholder pursuant to this Agreement
                nor the consummation of the transactions contemplated hereby or thereby
                will conflict with, result in any breach or violation of or constitute
                a
                default under (or constitute any event which with notice, lapse of
                time or
                both would result in any breach or violation of or constitute a default
                under) (A) the charter or by-laws or other organizational instruments
                of
                the Selling Shareholder, (B) any indenture, mortgage, deed of trust,
                bank
                loan or credit agreement, margin agreement or other evidence of
                indebtedness, or any license, lease, contract or other agreement
                or
                instrument to which the Selling Shareholder is a party or by which
                the
                Selling Shareholder or any of its properties may be bound or
                affected,
                the consequence of which breach, violation or default either individually
                or in the aggregate, would prevent
                or materially interfere with consummation of the transactions contemplated
                hereby or by the Custody Agreement to which the Selling Shareholder
                is a
                party or the Power of Attorney to which the Selling Shareholder is
                a
                party, including the sale of the Firm Shares to be sold by the Selling
                Shareholder, or (C) any decree, judgment or order applicable to the
                Selling Shareholder or any of its properties. Neither the execution,
                delivery or performance of this Agreement, the Custody Agreement
                to which
                the Selling Shareholder is party or the Power of Attorney to which
                the
                Selling Shareholder is a party by the Selling Shareholder, nor the
                sale by
                the Selling Shareholder of the Firm Shares to be sold by the Selling
                Shareholder pursuant to this Agreement, will conflict with or result
                in
                any breach or violation of (or constitute any event which with notice,
                lapse of time or both would result in any breach or violation of)
                (1) any
                U.S. federal, state, local or foreign law, regulation or rule or
                (2) any
                rule or regulation of any self-regulatory organization or other
                non-governmental regulatory authority (including, without limitation,
                the
                rules and regulations of the
                NASDAQ);

            


    

     

    
      	 	
              (v)

            	
              No
                consent, approval, authorization or order of, and no filing with,
                any
                court, regulatory body, government agency or other body, domestic
                or
                foreign, is required in connection with the transactions contemplated
                herein or the performance of this Agreement, except such as have
                been or
                may be obtained under the 1933 Act, the Exchange Act and the rules
                and
                regulations promulgated under these acts, or may be required under
                state
                securities or Blue Sky laws, the rules of the FINRA or the NASDAQ
                Global
                Market in connection with the Underwriters’ purchase and distribution of
                the Firm Shares, in the manner contemplated herein and in the Preliminary
                Prospectus and the Prospectus.

            


    

     

    
      	 	
              (vi)

            	
              Neither
                the Company, its Subsidiaries nor, any of their respective directors
                or
                affiliates nor, to the knowledge of the Selling Shareholder, any
                of the
                Selling Shareholder’s employees, stockholders, partners or their
                affiliates of any of the foregoing has taken or will take, directly
                or
                indirectly, any action designed to or which has constituted or which
                might
                be expected to cause or result in, under the Exchange Act and the
                rules
                and regulations promulgated thereunder, stabilization or manipulation
                of
                the price of any security of the Company to facilitate the sale or
                resale
                of the Securities or otherwise.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (vii)

            	
              The
                Selling Shareholder is the sole beneficial owner of the Firm Shares
                to be
                sold by the Selling Shareholder hereunder, free and clear, of any
                liens
                other than pursuant to this Agreement; and, upon payment of the
                consideration for the Firm Shares to be sold by the Selling Shareholders
                as provided hereunder, the crediting of such Firm Shares to the “security
                account” or “security accounts” (as defined in Section 8-501(a) of
                the Uniform Commercial Code of the State of New York (the “UCC”))
                of the Underwriters maintained with The Depository Trust Company
                (“DTC”)
                then, assuming that none of the Underwriters has “notice of an adverse
                claim” (within the meaning of Section 8-105 of the UCC) with respect
                to such Firm Shares, DTC will be a “protected purchaser” of such Firm
                Shares within the meaning of Section 8--303 of the UCC, each of the
                Underwriters will acquire a “security entitlement” (within the meaning of
                UCC Section 8-102(a)(17)) with respect to the Firm Shares purchased
                by such Underwriter from the Selling Shareholders, and no action
                based on
                any “adverse claim” (within the meaning of UCC Section 8-102(a)(1))
                may be successfully asserted against such Underwriter with respect
                to such
                Firm Shares.

            


    

     

    
      	 	
              (viii)

            	
              The
                Selling Shareholder had, at the time of execution of the Custody
                Agreement
                and Power of Attorney to which the Selling Shareholder is party,
                and, at
                the time of delivery of the Firm Shares to be sold by the Selling
                Shareholder pursuant to this Agreement, will have full legal right,
                power
                and capacity and all authorizations and approvals required by law
                (other
                than those imposed by the 1933 Act and state securities or blue sky
                laws),
                to (A) enter into this Agreement and the Custody Agreement and to
                execute
                a Power of Attorney, (B) sell, assign, transfer and deliver the Firm
                Shares to be sold by the Selling Shareholder pursuant to this Agreement
                in
                the manner provided in this Agreement and (C) make the representations,
                warranties and agreements made by the Selling Shareholder
                herein.

            


    

     

    
      	 	
              (ix)

            	
              This
                Agreement, the Custody Agreement and the Power of Attorney to which
                the
                Selling Shareholder is a party have each been duly authorized, executed
                and delivered by (or, in the case of this Agreement, on behalf of)
                the
                Selling Shareholder, and each is a legal, valid and binding agreement
                of
                the Selling Shareholder enforceable in accordance with its
                terms.

            


    

     

    
      	 	
              (x)

            	
              The
                Selling Shareholder has
                duly and irrevocably authorized Aristides J. Pittas (the “Attorney-in-Fact”),
                on behalf of the Selling Shareholder, to negotiate, execute and deliver
                this Agreement and any other documents necessary or desirable in
                connection with the transactions contemplated hereby or thereby and
                to
                deliver the Firm Shares to be sold by the Selling Shareholder pursuant
                to
                this Agreement and receive payment therefor pursuant
                hereto.

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (xi)

            	
              The
                sale of the Firm Shares to be sold by the Selling Shareholder pursuant
                to
                this Agreement is not prompted by any information concerning the
                Company
                or any Subsidiary which is not set forth in the Registration Statements
                (excluding the exhibits thereto), the Preliminary Prospectus and
                the
                Prospectus.

            


    

     

    
      	 	
              (xii)

            	
              At
                the Closing Date, all stock transfer or other taxes (other than income
                taxes), if any, that are required to be paid in connection with the
                sale
                and transfer of the Firm Shares to be sold by the Selling Shareholder
                to
                each Underwriter hereunder will be fully paid or provided for by
                the
                Selling Shareholder, and all laws imposing such taxes will be fully
                complied with.

            


    

     

    
      	 	
              (xiii)

            	
              In
                order to document the Underwriters’ compliance with the reporting and
                withholding provisions of U.S. law with respect to the transactions
                herein
                contemplated, the Selling Shareholder will deliver to the Underwriters
                prior to or at the Closing Date a properly completed and executed
                United
                States Treasury Department Form W-9 (or other applicable form or
                statement specified by Treasury Department regulations in lieu
                thereof).

            


    

     

    
      	 	
              (xiv)

            	
              Pursuant
                to the Custody Agreement, irrevocable instructions, subject to the
                terms
                and conditions of this Agreement, have been given for the delivery
                of the
                Firm Shares in accordance with this Agreement; the Selling Shareholder
                agrees that (A) the Firm Shares to be sold by the Selling Shareholder
                covered by such irrevocable instructions are
                for the benefit of, and coupled with and subject to the interest
                of, the
                Custodian, the Attorney-in-Fact, the Underwriters and the Company,
                (B) the
                arrangements made by the Selling Shareholder for custody and for
                the
                appointment of the Custodian and the Attorney-in-Fact by the Selling
                Shareholder are irrevocable, and (C) the obligations of the Selling
                Shareholder hereunder shall not be terminated by operation of law,
                whether
                by the death, disability or incapacity of the Selling Shareholder
                (or, if
                the Selling Shareholder is not an individual, the liquidation,
                dissolution, merger or consolidation of the Selling Shareholder)
                or the
                occurrence of any other event (each, an “Event”);
                if an Event occurs before the delivery of the Firm Shares hereunder,
                the
                Firm Shares shall be delivered by the Custodian in accordance with
                the
                terms and conditions of the Power of Attorney to which the Selling
                Shareholder is a party, the Custody Agreement to which the Selling
                Shareholder is a party and this Agreement, and actions taken by the
                Custodian and the Attorney-in-Fact pursuant to such Custody Agreement
                or
                such Power or Attorney shall be as valid as if such Event had not
                occurred, regardless of whether or not the Custodian or the
                Attorney-in-Fact, or either of them, shall have received notice
                thereof.

            


    

     

    
      	 	
              (c)

            	
              Any
                certificate signed by any officer of the Company or any officer of
                the
                Selling Shareholder, respectively, and delivered to the Underwriters
                or to
                Morgan, Lewis & Bockius LLP (“Underwriters’
                Counsel”),
                shall be deemed a representation and warranty by the Company or the
                Selling Shareholder, as the case may be, to the Underwriters as to
                the
                matters covered thereby. The Company and the Selling Shareholder
                each
                acknowledge that the Underwriters, and, for purposes of the opinions
                to be
                delivered pursuant to Section 6(d)(i) and Section 6(d)(viii) hereof,
                Underwriters’ Counsel will rely on the accuracy and truthfulness of the
                foregoing representations and warranties and hereby consents to such
                reliance.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              Purchase,
                Sale and Delivery of the Securities.
                

            


    

     

    
      	 	
              (a)

            	
              On
                the basis of the representations, warranties, covenants and agreements
                herein contained, but subject to the terms and conditions herein
                set
                forth, the Company and the Selling Shareholder agree to sell to each
                Underwriter, and each Underwriter, severally and not jointly, agrees
                to
                purchase from the Company and the Selling Shareholder at a price
                of
                $16.1075 per share of Common Stock, that number of Firm Shares set
                forth
                in Schedule A opposite the name of each
                Underwriter.

            


    

     

    
      	 	
              (b)

            	
              Payment
                of the purchase price and delivery of certificates for the Firm Shares
                shall be made at the offices of Morgan, Lewis & Bockius LLP, 101 Park
                Avenue, New York, NY 10178, or at such other place as shall be agreed
                upon
                by the Underwriters, the Company and the Selling Shareholder. Such
                delivery and payment shall be made at 10:00 a.m. (New York City time)
                on
                November 9, 2007, or at such other time and date as shall be agreed
                upon
                by the Underwriters, the Company and the Selling Shareholder, but
                not more
                than three business days after the foregoing date (such time and
                date of
                payment and delivery being herein called the “Closing
                Date”).
                Delivery of the Firm Shares shall be made to the Underwriters for
                their
                respective accounts against payment by each Underwriter of the respective
                aggregate purchase prices of the Firm Shares being sold by the Company
                and
                the Selling Shareholder to, or upon the order of, the Company and
                the
                Selling Shareholder by wire transfer payable in same day funds to
                the
                respective accounts specified by each of the Company and the Selling
                Shareholder. Delivery of the Firm Shares shall be made through the
                facilities of The Depository Trust Company unless the Underwriters
                shall
                otherwise instruct.

            


    

     

    
      	 	
              (c)

            	
              In
                addition, on the basis of the representations, warranties, covenants
                and
                agreements herein contained, but subject to the terms and conditions
                herein set forth, the Company hereby grants an option to the Underwriters
                to purchase all or any part of the Option Shares at the same purchase
                price per share as the Underwriters shall pay for the Firm Shares.
                Said
                option may be exercised only to cover over-allotments in the sale
                of the
                Firm Shares by the Underwriters. The option hereby granted may be
                exercised from time to time on or before the 30th day after the date
                of
                the Prospectus upon written or telegraphic notice by the Underwriters
                to
                the Company setting forth the number of shares of the Option Shares
                as to
                which each Underwriter is exercising the option and any Option Closing
                Date (as defined below). The number of the Option Shares to be purchased
                by each Underwriter shall be the same percentage of the total number
                of
                shares of the Option Shares to be purchased by each Underwriter as
                such
                Underwriter is purchasing of the Firm Shares, subject to such adjustments
                as the Underwriters in its absolute discretion shall make to eliminate
                any
                fractional shares. The maximum number of Option Shares to be sold
                by the
                Company is 948,750 shares.

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              If
                the option provided for in Section (c) hereof is exercised after
                the third
                business day prior to the Closing Date, the Company will deliver
                the
                Option Shares (at the expense of the Company) to the Underwriters
                at the
                offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, NY
                10178, on the date specified by the Underwriters which shall be within
                three business days after exercise of said option (each such date
                and time
                of payment and delivery being herein called an “Option
                Closing Date”),
                against payment by each Underwriter, to, or upon the order of, the
                Company
                by wire transfer payable in same day funds to the account specified
                by the
                Company. Delivery of the Option Shares shall be made through facilities
                of
                The Depository Trust Company unless the Underwriters shall otherwise
                instruct. If settlement for the Option Shares occurs after the Closing
                Date, the Company will deliver to the Underwriters on any settlement
                date
                for the Option Shares, and the obligation of the Underwriters to
                purchase
                the Option Shares shall be conditioned upon receipt of, supplemental
                opinions, certificates and letters confirming as of such date the
                opinions, certificates and letters delivered on the Closing Date
                pursuant
                to Section 6 hereof. 

            


    

     

    
      	
              3.

            	
              Public
                Offering of the Securities.
                It is understood that each Underwriter proposes to offer the Securities
                for sale to the public as set forth in the
                Prospectus.

            


    

     

    
      	
              4.

            	
              Covenants
                and Agreements.
                

            


    

     

    
      	 	
              (a)

            	
              The
                Company agrees with each of the Underwriters
                that:

            


    

     

    
      	 	
              (i)

            	
              Prior
                to the termination of the offering of the Securities, the Company
                will not
                file any amendment to the Registration Statement or supplement to
                the
                Preliminary Prospectus or the Prospectus or any Rule
                462(b) Registration Statement unless the Company has furnished the
                Underwriters a copy for their review prior to filing and will not
                file any
                such proposed amendment or supplement to which the Underwriters reasonably
                objects. Subject to the foregoing sentence, if the filing of the
                Prospectus is otherwise required under Rule 424(b), the Company will
                cause
                the Prospectus, properly completed, and any supplement thereto to
                be filed
                with the Commission pursuant to the applicable paragraph of Rule
                424(b) within the time period prescribed therein and will provide
                evidence satisfactory to the Underwriters of such timely filing.
                The
                Company will promptly advise the Underwriters (A)  when the
                Prospectus, and any supplement thereto, shall have been filed (if
                required) with the Commission pursuant to Rule 424(b) or when
                any Rule 462(b) Registration Statement shall have been filed with the
                Commission, (B) when, prior to termination of the offering of the
                Securities, any amendment to the Registration Statement shall have
                been
                filed or become effective, (C) of any request by the Commission or
                its staff for any amendment of the Registration Statement, or any
                Rule
                462(b) Registration Statement, or for any supplement to the
                Prospectus or of any additional information, (D) of the issuance by
                the Commission of any stop order suspending the effectiveness of
                the
                Registration Statement or the institution or threatening of any proceeding
                for that purpose and (E) of the receipt by the Company of any
                notification with respect to the suspension of the qualification
                of the
                Securities for sale in any jurisdiction or the initiation or threatening
                of any proceeding for such purpose. The Company will use its reasonable
                best efforts to prevent the issuance of any such stop order or the
                suspension of any such qualification and, if issued, to obtain as
                soon as
                possible the withdrawal thereof.

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              If,
                at any time when a prospectus relating to the Securities is required
                to be
                delivered under the 1933 Act and the 1933 Act Regulations promulgated
                thereunder, any event occurs as a result of which the Prospectus
                as then
                supplemented would include any untrue statement of a material fact
                or omit
                to state any material fact necessary to make the statements therein
                in the
                light of the circumstances under which they were made not misleading,
                or
                if it shall be necessary to amend the Registration Statement or supplement
                the Prospectus to comply with the 1933 Act and the 1933 Act Regulations
                promulgated thereunder, the Company promptly will (A) notify the
                Underwriters of any such event, (B) prepare and file with the
                Commission, subject to Section 4(a)(i), an amendment or supplement
                which
                will correct such statement or omission or effect such compliance
                and
                (C) supply any supplemented Prospectus to each of the Underwriters in
                such quantities as each such Underwriter may reasonably
                request.

            


    

     

    
      	 	
              (iii)

            	
              The
                Company will endeavor in good faith, in cooperation with the Underwriters,
                to qualify the Securities for offering and sale under the securities
                laws
                of such jurisdictions as the Underwriters may designate to permit
                the
                continuance of sales and dealings therein for as long as may be necessary
                to complete the distribution, and shall make such applications, file
                such
                documents and furnish such information as may be required for such
                purpose; provided, however, the Company shall not be required to
                qualify
                as a foreign corporation or file a general or limited consent to
                service
                of process in any such jurisdiction. In each jurisdiction where such
                qualification shall be effected, the Company will, unless the Underwriters
                agrees that such action is not at the time necessary or advisable,
                use all
                reasonable efforts to file and make such statements or reports at
                such
                times as are or may reasonably be required by the laws of such
                jurisdiction to continue such
                qualification.

            


    

     

    
      	 	
              (iv)

            	
              As
                soon as practicable, but in any event not later than 45 days after
                the end
                of the 12-month period beginning on the day after the end of the
                fiscal
                quarter of the Company during which the Effective Date occurs (90
                days in
                the event that the end of such fiscal quarter is the end of the Company’s
                fiscal year), the Company shall make generally available to its security
                holders, in the manner specified in Rule 158 under the 1933 Act,
                and to
                the Underwriters, an earnings statement which will be in the detail
                required by, and will otherwise comply with, the provisions of Section
                11(a) of the 1933 Act and Rule 158 under the 1933
                Act.

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (v)

            	
              During
                a period of two years from the date hereof, the Company will furnish
                to
                its stockholders annual reports (including financial statements audited
                by
                independent public accountants) and will deliver to the
                Underwriters:

            


    

     

    
      	 	
              (A)

            	
              concurrently
                with furnishing the above-mentioned annual reports to its stockholders,
                statements of income of the Company for each year, in the form furnished
                to the Company’s stockholders and certified by the Company’s principal
                financial or accounting officer; 

            


    

    


    
      	 	
              (B)

            	
              concurrently
                with furnishing the above mentioned annual reports to its stockholders,
                a
                balance sheet of the Company as at the end of the preceding fiscal
                year,
                together with statements of operations, stockholders’ equity, and cash
                flows of the Company for such fiscal year, accompanied by a copy
                of the
                report thereon of independent certified public
                accountants;

            


    

    


    
      	 	
              (C)

            	
              after
                the end of each fiscal quarter (excluding the fourth fiscal quarter),
                a
                balance sheet of the Company as of March 31, June 30 and September
                30 of
                each year, together with statements of income, stockholders’ equity, and
                cash flows of the Company for the corresponding fiscal quarter or
                quarters, as the case may be; 

            


    

    


    
      	 	
              (D)

            	
              as
                soon as they are available, copies of all reports (financial or
                other) mailed to stockholders;

            


    

    


    
      	 	
              (E)

            	
              as
                soon as they are available, copies of all reports and financial statements
                furnished to or filed with the Commission or securities exchange
                on which
                any class of securities of the Company is listed; and
                

            


    

    


    
      	 	
              (F)

            	
              every
                press release and every news item or article of interest to the financial
                community in respect of the Company or its affiliates which was released
                and prepared by or on behalf of the Company.


            


    

    


    Delivery
      to the Underwriters will be deemed to have been made to the extent the Company
      has filed the above-referenced materials (including those in
      Section 4(a)(iv) above) with the Commission.

    


    
      	 	
              (vi)

            	
              For
                a period of one year from the Closing Date, the Company shall use
                its best
                efforts to furnish to the Underwriters, at the Underwriters’ request and
                at the Company’s sole expense, on a quarterly basis (i) a readily
                available list of the securities positions of participants in the
                Depository Trust Company in the Common Stock and (ii) as provided
                from the
                transfer agent to the Company, a list of holders of all of the Company’s
                securities. 

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (vii)

            	
              The
                Company will furnish to the Underwriters and Underwriters’ Counsel,
                without charge, at such place as the Underwriters may designate,
                signed
                copies of the Registration Statement (including exhibits thereto)
                and to
                each other Underwriter a copy of the Registration Statement (without
                exhibits thereto) and, so long as delivery of a prospectus by an
                Underwriter or dealer may be required by the 1933 Act and the 1933
                Act
                Regulations promulgated thereunder, as many copies of the Preliminary
                Prospectus and the Prospectus and any supplement thereto as the
                Underwriters may reasonably request.


            


    

     

    
      	 	
              (viii)

            	
              At
                the Execution Time, the Underwriter shall have received an agreement
                substantially in the form of Exhibit A hereto signed by the persons
                listed
                on Schedule C hereto (the “Lock-Up
                Agreements”).
                On or before the Closing Date, the Company shall deliver instructions
                to
                the Transfer Agent authorizing it to place appropriate stop transfer
                orders on the Company’s ledgers, subject to the terms and conditions of
                the Lock-Up Agreements.

            


    

     

    
      	 	
              (ix)

            	
              The
                Company will not offer, sell, contract to sell, pledge or otherwise
                dispose of, directly or indirectly, or file with the Commission a
                registration statement under the 1933 Act relating to, any shares
                of
                Common Stock or securities convertible into or exchangeable or exercisable
                for any shares of Common Stock, or publicly disclose the intention
                to make
                any offer, sale, pledge, disposition or filing, without the prior
                written
                consent of the Underwriters for a period of 90 days (“Lock-Up
                Period”)
                after the Execution Date (as defined herein); provided, however,
                that if
                (A) the Company issues
                an earnings release or material news, or a material event relating
                to the
                Company occurs, during the last 17 days of the Lock-Up Period, or
                (B)
                prior to the expiration of the Lock-Up Period, the Company announces
                that
                it will release earnings results during the 16-day period beginning
                on the
                last day of the Lock-Up Period, the foregoing restrictions will continue
                to apply until the expiration of the 18-day period beginning on the
                issuance of the earnings release or the occurrence of the material
                news or
                material event, unless the Underwriters waive, in writing, such extension;
                the
                Company will provide the Underwriters and each stockholder subject
                to the
                Lock-Up Period pursuant to the lock-up letters described in Section
                4(a)(viii) with prior notice of any such announcement that gives
                rise to
                an extension of the Lock-Up Period. In addition, the foregoing restriction
                will not apply to the filing of a registration statement on Form
                S-8 under
                the 1933 Act to register securities issuable under the Company’s existing
                employee benefit plans, issuance of Common Stock upon exercise of
                an
                existing option or warrant or conversion of existing preferred stock,
                or
                the Company’s granting of awards pursuant to the Company’s existing
                employee benefit plans. 

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (x)

            	
              Prior
                to the completion of the distribution of the Securities by the
                Underwriters, neither the Company nor any of its officers or directors
                nor
                any of their respective affiliates (within the meaning of the Exchange
                Act) will take, and the Company will use its reasonable best efforts
                to prevent any 5% stockholder from taking, directly or indirectly,
                any
                action designed to, or which might in the future reasonably be expected
                to, cause or result in, under the Exchange Act and the rules and
                regulations thereunder or otherwise, stabilization or manipulation
                of the
                price of the Common Stock or any other reference security with respect
                to
                the Common Stock, whether to facilitate the sale or resale of the
                Securities or otherwise, and the Company will, and will use reasonable
                efforts to cause each of its affiliates to, comply with all applicable
                provisions of Regulation M in connection with the distribution of
                the
                Securities.

            


    

     

    
      	 	
              (xi)

            	
              The
                Company shall apply the net proceeds from the sale of the Securities
                in
                the manner, and subject to the conditions, set forth under “Use of
                Proceeds” in the Prospectus. Except as described in the Prospectus, no
                portion of the net proceeds will be used, directly or indirectly,
                to
                acquire any securities issued by the
                Company.

            


    

     

    
      	 	
              (xii)

            	
              The
                Company shall timely file all such reports, forms or other documents
                as
                may be required from time to time, under the 1933 Act, the Exchange
                Act
                and the rules and regulations promulgated thereunder and all such
                reports,
                forms and documents filed will comply as to form and substance in
                all
                material respects with the applicable requirements under the 1933
                Act, the
                Exchange Act and the rules and regulations promulgated
                thereunder.

            


    

     

    
      	 	
              (xiii)

            	
              The
                Company shall cause the Securities to be listed, subject to notice
                of
                issuance, on the NASDAQ Global Market and shall use its reasonable
                best
                efforts to maintain the listing of the Common Stock by the NASDAQ
                Global
                Market for so long as shares of Common Stock are listed on the NASDAQ
                Global Market. 

            


    

     

    
      	 	
              (xiv)

            	
              The
                Company has not made and will not make, without the prior written
                consent
                of the Underwriters, any offer relating to the Securities using
                supplementary
                offering materials, including any materials
                that would constitute an “issuer free writing prospectus”, as defined in
                Rule 405 under the 1933 Act. 

            


    

     

    
      	 	
              (b)

            	
              The
                Selling Shareholder agrees with each of the Underwriters
                that:

            


    

     

    
      	 	
              (i)

            	
              The
                Selling Shareholder will not take, directly or indirectly, any action
                designed, or which will constitute, or has constituted, or might
                reasonably be expected to cause or result in the stabilization or
                manipulation of the price of any security of the Company to facilitate
                the
                sale or resale of the Securities.

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              The
                Selling Shareholder will pay or cause to be paid all taxes, if any,
                on the
                transfer and sale of the Shares being sold by the Selling
                Shareholder.

            


    

     

    
      	 	
              (iii)

            	
              Prior
                to or concurrently with the execution and delivery of this Agreement,
                to
                execute and deliver to the Underwriters a Power of Attorney, a Custody
                Agreement and a Lock-Up Agreement.

            


    

     

    
      	
              5.

            	
              Payment
                of Expenses.
                The Company will pay all costs and expenses in connection with the
                proposed public offering of the Securities, including, but not limited
                to
                the following: fees and expenses of filing with the FINRA and the
                Commission, printing and duplicating costs, all postage and mailing
                expenses with respect to the transmission of prospectuses, registrar
                and
                transfer agent fees, “road show” travel related expenses for Company
                personnel, including the full cost of any aircraft or other transportation
                chartered in connection with the road show, its own counsel and accounting
                fees, costs of independent due diligence investigations, bound volumes,
                issue and transfer taxes, if any, “blue sky” filing fees, “blue sky” and
                FINRA counsel fees and expenses, provided such “blue sky” and FINRA
                counsel fees and expenses shall not exceed $10,000, and expenses
                incurred
                in connection with the listing of the Securities on the NASDAQ Global
                Market. It is agreed that Underwriters’ Counsel shall perform the required
                blue-sky legal services, if necessary. The Underwriters are authorized
                upon consummation of the proposed offering to place customary “tombstone”
                advertisements in publications of its choice at its expense.
                

            


    

     

    
      	
              6.

            	
              Conditions
                of the Underwriters’ Obligations.
                The obligations of the Underwriters hereunder shall be subject to
                (A) the continuing accuracy of the representations and warranties of
                the Company and the Selling Shareholder herein, as of the date hereof
                and
                as of the Closing Date as if such representations and warranties
                had been
                made on and as of the Closing Date, (B) the continuing accuracy of
                the representations and warranties of the Company herein, as of the
                date
                hereof and as of any Option Closing Date, as if such representations
                and
                warranties had been made on and as of the Option Closing Date, (C) 
                the accuracy on and as of the Closing Date or any Option Closing
                Date, if
                applicable, of the statements of the officers of the Company and
                the
                Selling Shareholders made pursuant to the provisions hereof, (D) the
                performance by the Company and the Selling Shareholder on and as
                of the
                Closing Date and any Option Closing Date, if applicable, of its covenants
                and obligations hereunder, (E) the accuracy of the statements of the
                Company and the Selling Shareholder made in any certificates pursuant
                to
                the provisions hereof, and (F) the following further
                conditions:

            


    

     

    
      	 	
              (a)

            	
              The
                Registration Statement, including any Rule 462(b) Registration Statement,
                shall remain effective and on the Closing Date and, if applicable,
                the
                Option Closing Date, no stop order suspending the effectiveness of
                the
                Registration Statement shall have been issued under the 1933 Act
                or
                proceedings therefor initiated or threatened by the Commission, and
                any
                request on the part of the Commission for additional information
                shall
                have been complied with to the reasonable satisfaction of counsel
                to the
                Underwriters. The Prospectus shall be filed in the manner and within
                the
                time period required by Rule 424(b); and no stop order suspending
                the
                effectiveness of the Registration Statement shall have been issued
                and no
                proceedings for that purpose shall have been instituted or
                threatened.

            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              The
                Underwriters shall not have advised the Company and the Selling
                Shareholder that the Registration Statement, or any amendment thereto,
                contains an untrue statement of fact which, in the Underwriters’
                reasonable opinion, after consultation with legal counsel, is material
                or
                omits to state a fact which, in the Underwriters’ opinion, is material and
                is required to be stated therein or is necessary to make the statements
                therein not misleading, or that the Preliminary Prospectus, the
                Prospectus, or any supplement thereto, contains an untrue statement
                of
                fact which, in the Underwriters’ opinion, is material, or omits to state a
                fact which, in the Underwriters’ opinion, is material and is required to
                be stated therein or is necessary to make the statements therein,
                in light
                of the circumstances under which they were made, not
                misleading.

            


    

     

    
      	 	
              (c)

            	
              On
                or prior to the Closing Date, the Underwriters shall have received
                from
                Underwriters’ Counsel, an opinion and letter with respect to the
                Registration Statement, the Preliminary Prospectus, the Prospectus
                and
                other related matters as the Underwriters may reasonably request.
                Underwriters’ Counsel shall have received such papers and information as
                it requests to enable it to pass upon such
                matters.

            


    

     

    
      	 	
              (d)

            	
              At
                the Closing Date and, if applicable, the Option Closing Date, each
                of the
                Underwriters shall have received, the favorable opinions, in form
                and
                substance satisfactory to Underwriters’ Counsel, of each of the
                following:

            


    

     

    
      	 	
              (i)

            	
              The
                Company shall furnish an opinion of Seward & Kissel LLP, U.S. counsel
                for the Company, to the effect set forth in Exhibit B-I hereto and to
                such further effect as Underwriters’ Counsel may reasonably
                request;

            


    

     

    
      	 	
              (ii)

            	
              The
                Company shall furnish an opinion of Seward & Kissel LLP, special
                counsel for the Company with respect to matters of Marshall Islands
                law,
                to the effect set forth in Exhibit B-II hereto and to such further
                effect as Underwriters’ Counsel may reasonably
                request;

            


    

     

    
      	 	
              (iii)

            	
              The
                Company shall furnish an opinion of Karides, Karides & Georghiades,
                special counsel to the Company with respect to matters of Cypriot
                law, to
                the effect set forth in Exhibit B-III hereto and to such further
                effect as Underwriters’ Counsel may reasonably request;
                

            


    

     

    
      	 	
              (iv)

            	
              The
                Company shall furnish an opinion of Potamitis, Iliadou, Vekris,
                Paparrigopoulos Law Partnership, special counsel to the Company with
                respect to matters of Greek law, to the effect set forth in
                Exhibit B-IV hereto and to such further effect as Underwriters’
                Counsel may reasonably request; 

            


    

     

    
      	 	
              (v)

            	
              The
                Company shall furnish an opinion of Seward & Kissel LLP, special
                counsel to the Company with respect to matters of Liberian law, to
                the
                effect set forth in Exhibit B-V hereto and to such further effect as
                Underwriters’ Counsel may reasonably request;


            



      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (vi)

            	
              The
                Company shall furnish an opinion of Quijano & Associates, special
                counsel to the Company with respect to matters of Panama law, to
                the
                effect set forth in Exhibit B-VI hereto and to such further effect as
                Underwriters’ Counsel may reasonably request; and
                

            


    

     

    
      
        	 	
                (vii)

              	
                The
                  Selling Shareholder shall furnish on the Closing Date an opinion
                  of Seward
                  & Kissel LLP, U.S. counsel for the Selling Shareholder, to the effect
                  set forth in Exhibit B-VII hereto and to such further effect as
                  Underwriters’ Counsel may reasonably
                  request.

              


      

    

    


    
      	 	
              (e)

            	
              At
                any Option Closing Date, the Underwriters shall have received the
                favorable opinions of the firms described in Section 6(d)(i)-(vi),
                dated
                such Option Closing Date, addressed to the Underwriters and in form
                and
                substance satisfactory to Underwriters’ Counsel, confirming, as of such
                Option Closing Date, the statements made by such counsel in its opinion
                dated the Closing Date.

            


    

     

    
      	 	
              (f)

            	
              Prior
                to each of the Closing Date and any Option Closing Date, other than
                as set
                forth in the Registration Statement, the Preliminary Prospectus or
                the
                Prospectus, (i) there shall have been no adverse change nor
                development involving a prospective adverse change in the condition,
                financial or otherwise, prospects, stockholders’ equity or the business
                activities of the Company and any of its Subsidiaries taken as a
                whole,
                whether or not in the ordinary course of business, from the latest
                dates
                as of which such condition is set forth in the Registration Statement,
                the
                Preliminary Prospectus and the Prospectus; (ii) there shall have been
                no transaction, not in the ordinary course of business, entered into
                by
                the Company or any of its Subsidiaries, from the latest date as of
                which
                the financial condition of the Company and its Subsidiaries, taken
                as a
                whole, is set forth in the Registration Statement, the Preliminary
                Prospectus and the Prospectus which is adverse to the Company and
                its
                Subsidiaries, taken as a whole; (iii) neither the Company or any of
                its Subsidiaries, shall be in default under any provision of any
                instrument relating to any outstanding indebtedness; (iv) since the
                date of the Prospectus, neither the Company nor any of its Subsidiaries
                shall have issued any securities (other than the Securities);
                (v) since the date of the Prospectus, there shall have been no change
                in the capital stock of the Company, or any material change in the
                debt
                (long or short term) or liabilities or obligations of the Company or
                any of its Subsidiaries (contingent or otherwise); (vi) since the
                date of the Prospectus, no amount of the assets of the Company or
                any of
                its Subsidiaries shall have been pledged or mortgaged; (vii) no
                actions, suits or proceedings, at law or in equity, shall have been
                pending or, to the best knowledge of the Company, threatened (or
                circumstances giving rise to same) against the Company or any of its
                Subsidiaries, or affecting any of its properties or business, before
                or by
                any court or federal, state or foreign commission, board or other
                administrative agency wherein unfavorable decisions, rulings or findings
                may have, individually or in the aggregate, a Material Adverse Effect;
                and
                (vii) no stop order shall have been issued under the 1933 Act and no
                proceedings therefor shall have been initiated or, to the best knowledge
                of the Company, threatened or contemplated by the Commission.
                

            


    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (g)

            	
              At
                each of the Closing Date and any Option Closing Date, the Underwriters
                shall have received a certificate of the Company signed by the principal
                executive officer and by the principal financial officer of the Company,
                dated the Closing Date or such Option Closing Date, as the case may
                be, to
                the effect that each such person has carefully examined the Registration
                Statement, the Preliminary Prospectus, the Prospectus and this Agreement,
                and that: 

            


    

     

    
      	 	
              (i)

            	
              the
                representations and warranties of the Company in this Agreement are
                true
                and correct in all respects as if made on and as of such Closing
                Date or
                Option Closing Date, as the case may be, and the Company has complied
                with
                all agreements and covenants and satisfied all conditions contained
                in
                this Agreement on its part to be performed or satisfied at or prior
                to
                such Closing Date or Option Closing Date, as the case may be;
                

            


    

     

    
      	 	
              (ii)

            	
              no
                stop order suspending the effectiveness of the Registration Statement
                or
                any part thereof has been issued, and no proceedings for that purpose
                have
                been instituted or are pending or, to the best of each of such person’s
                knowledge, after due inquiry, are contemplated or
                threatened;

            


    

     

    
      	 	
              (iii)

            	
              the
                Registration Statement, the Preliminary Prospectus and the Prospectus
                and,
                if any, each amendment and each supplement thereto, contain all statements
                and information required to be included therein, and (A) neither
                the
                Registration Statement nor any amendment or supplement thereto includes
                any untrue statement of a material fact or omits to state any material
                fact required to be stated therein or necessary to make the statements
                therein not misleading, (B) neither the Prospectus nor any supplement
                thereto included any untrue statement of a material fact or omitted
                to
                state any material fact required to be stated therein or necessary
                to make
                the statements therein, in light of the circumstances under which
                they
                were made, not misleading and (C) as of the Applicable Time, the
                Preliminary Prospectus did not include any untrue statement of a
                material
                fact or omit to state any material fact necessary in order to make
                the
                statements therein, in the light of the circumstances under which
                they
                were made, not misleading; and

            


    

     

    
      	 	
              (iv)

            	
              since
                the date of the most recent financial statements included in the
                Preliminary Prospectus and the Prospectus (exclusive of any supplement
                thereto), there has been no material adverse change in the condition
                (financial or otherwise), earnings, business, prospects or properties
                of
                the Company and its Subsidiaries, taken as a whole, whether or not
                arising
                from transactions in the ordinary course of
                business.

            


    

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (h)

            	
              At
                the Closing Date the Underwriters shall have received a certificate
                of the
                Selling Shareholder to the effect that the representations and warranties
                of the Selling Shareholder in this Agreement are true and correct
                in all
                respects as if made on and as of the Closing Date and the Selling
                Shareholder has complied with all agreements and covenants and satisfied
                all conditions contained in this Agreement on its part to be performed
                or
                satisfied at or prior to the Closing
                Date.

            


    

     

    
      	 	
              (i)

            	
              The
                Company shall have requested and caused Deloitte, Hadjipavlou, Sofianos
                & Cambanis S.A. to have furnished to the Underwriters letters, at the
                Execution Time, the Closing Date and Option Closing Date, as the
                case may
                be, dated respectively as of the Execution Time, the Closing Date
                and
                Option Closing Date, as the case may be, in form and substance
                satisfactory to the Underwriters, containing statements and information
                of
                the type ordinarily included in accountant’s “comfort letters” with
                respect to the financial statements and certain financial information
                contained in the Registration Statement, the Preliminary Prospectus
                and
                the Prospectus.

            


    

     

    
      	 	
              (j)

            	
              On
                each of the Closing Date any Option Closing Date, there shall have
                been
                duly tendered to the Underwriters for their accounts the appropriate
                number of Securities upon payment therefor by or on behalf of the
                Underwriters.

            


    

     

    
      	 	
              (k)

            	
              No
                order suspending the sale of the Securities in any jurisdiction designated
                by the Underwriters pursuant to Section 4(a)(iii) hereof shall have
                been
                issued on either the Closing Date or any Option Closing Date, and
                no
                proceedings for that purpose shall have been instituted or shall
                be
                contemplated.

            


    

     

    
      	 	
              (l)

            	
              At
                the Closing Date, the Securities shall have been approved for listing,
                and
                admitted to trading, on the NASDAQ Global Market, subject only to
                official
                notice of issuance.

            


    

     

    
      	 	
              (m)

            	
              If
                required under its regulations, the FINRA shall have confirmed that
                it has
                not raised any objection with respect to the fairness and reasonableness
                of the underwriting terms and
                arrangements.

            


    

     

    
      	 	
              (n)

            	
              On
                or prior to the date of this Agreement, each of the individuals identified
                on Schedule
                C
                shall have executed and delivered to the Underwriters an agreement
                substantially in the form of Exhibit
                A
                hereto; such agreements shall not have been amended or revoked; and
                such
                agreements shall be in full force and
                effect.

            


    

     

    
      	 	
              (o)

            	
              Prior
                to the Closing Date, the Company and the Selling Shareholder shall
                have
                furnished to the Underwriters such further information, certificates
                and
                documents as the Underwriters may reasonably
                request.

            


    

     

    
      	 	
              (p)

            	
              The
                Selling Shareholder shall have delivered to the Underwriters a copy
                of the
                duly executed Power of Attorney and a copy of the duly executed Custody
                Agreement, in each case in form and substance satisfactory to the
                Underwriters.

            


    

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    If
      any of
      the conditions specified in this Section 6, if not otherwise qualified as to
      materiality, shall not have been fulfilled in all material respects, and if
      otherwise qualified as to materiality, shall not have been fulfilled in all
      respects, when and as provided in this Agreement, or if any of the opinions
      and
      certificates mentioned above or elsewhere in this Agreement, if not otherwise
      qualified as to materiality shall not be in all material respects, and if
      otherwise qualified as to materiality shall not be, reasonably satisfactory
      in
      form and substance to the Underwriters and Underwriters’ Counsel, this Agreement
      and all obligations of the Underwriters hereunder may be canceled at, or at
      any
      time prior to, the Closing Date by the Underwriters. Notice of such cancellation
      shall be given to the Company in writing or by telephone or facsimile confirmed
      in writing.

     

    The
      documents required to be delivered by this Section 6 shall be delivered at
      the
      offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, NY 10178,
      on the Closing Date and, if applicable, any Option Closing Date.

     

    
      	
              7.

            	
              Indemnification
                and Contribution.

            


    

     

    
      	 	
              (a)

            	
              The
                Company agrees to indemnify and hold harmless each Underwriter, each
                affiliate of any Underwriter, their respective directors, officers,
                employees and agents, and each person, if any, who controls any
                Underwriter within the meaning of either the 1933 Act or the Exchange
                Act,
                from and against any and all losses, claims, damages, expenses or
                liabilities, joint or several, to which they or any of them may become
                subject under the 1933 Act, the Exchange Act or other federal or
                state
                statutory law or regulation, at common law or otherwise, insofar
                as such
                losses, claims, damages or liabilities (or actions in respect
                thereof) arise out of or are based upon (i) any failure to comply
                with or violation of Section 5 of the 1933 Act, (ii) any failure
                by the
                Company to comply with or violation of any state securities or blue
                sky
                laws in connection with the offering and sale of the Securities;
                or (iii)
                any untrue statement or alleged untrue statement of a material fact
                contained in the Registration Statement as originally filed or in
                any
                amendment thereof, or in the Preliminary Prospectus or the Prospectus,
                or
                in any amendment thereof or supplement thereto, or arise out of or
                are
                based upon the omission or alleged omission to state therein a material
                fact required to be stated therein or necessary to make the statements
                therein not misleading, and agrees to reimburse each such indemnified
                party, as incurred, for any legal or other expenses reasonably incurred
                by
                them in connection with investigating or defending any such loss,
                claim,
                damage, liability or action and for reasonable amounts paid in settlement;
                provided, however, that the Company will not be liable in any such
                case to
                the extent that any such loss, claim, damage or liability arises
                out of or
                is based upon any such untrue statement or alleged untrue statement
                or
                omission or alleged omission made therein in reliance upon and in
                conformity with written information furnished to the Company by or
                on
                behalf of either Underwriter specifically for inclusion therein.
                This
                indemnity agreement will be in addition to any liability which the
                Company
                may otherwise have.

            


    

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              The
                Selling Shareholder agrees to indemnify and hold harmless each
                Underwriter, each affiliate of any Underwriter, their respective
                directors, officers, employees and agents, and each person, if any,
                who
                controls any Underwriter within the meaning of either the 1933 Act
                or the
                Exchange Act, from and against any and all losses, claims, damages,
                expenses or liabilities, joint or several, to which they or any of
                them
                may become subject under the 1933 Act, the Exchange Act or other
                federal
                or state statutory law or regulation, at common law or otherwise,
                insofar
                as such losses, claims, damages or liabilities (or actions in respect
                thereof) arise out of or are based upon any untrue statement or
                alleged untrue statement of a material fact contained in the Registration
                Statement as originally filed or in any amendment thereof, or in
                the
                Preliminary Prospectus or the Prospectus, or in any amendment thereof
                or
                supplement thereto, in each case, insofar as information in such
                document(s) relates to the Selling Shareholder, or arise out of or
                are
                based upon the omission or alleged omission to state therein a material
                fact required to be stated therein or necessary to make the statements
                therein not misleading, and agrees to reimburse each such indemnified
                party, as incurred, for any legal or other expenses reasonably incurred
                by
                them in connection with investigating or defending any such loss,
                claim,
                damage, liability or action and for reasonable amounts paid in settlement;
                provided, however, that the Selling Shareholder will not be liable
                in any
                such case to the extent that any such loss, claim, damage or liability
                arises out of or is based upon any such untrue statement or alleged
                untrue
                statement or omission or alleged omission made therein in reliance
                upon
                and in conformity with written information furnished by or on behalf
                of
                either Underwriter specifically for inclusion
                therein.

            


    

     

    
      	 	
              (c)

            	
              Each
                Underwriter severally and not jointly agrees to indemnify and hold
                harmless the Company and the Selling Shareholder, each of their respective
                directors, each of their respective officers who sign the Registration
                Statement, and each person who controls the Company or the Selling
                Shareholder within the meaning of either the 1933 Act or the Exchange
                Act
                to the same extent as the indemnities to each Underwriter set forth
                in
                Section 7(a)(iii), but only with reference to written information
                relating
                to such Underwriter furnished to the Company by or on behalf of such
                Underwriter specifically for inclusion in the documents referred
                to in the
                foregoing indemnity. This indemnity agreement will be in addition
                to any
                liability which any Underwriter may otherwise have. The Company and
                the
                Selling Shareholder acknowledge that the statements set forth under
                the
                heading “Underwriting”, (i) the sentences related to concessions and
                reallowances and (ii) the paragraphs related to the over-allotment
                option, commissions and discounts and stabilization
                and short positions in
                any Prospectus or the Registration Statement constitute the only
                information furnished in writing by or on behalf of each Underwriter
                for
                inclusion in any Prospectus or the Registration
                Statement.

            


    

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              Promptly
                after receipt by an indemnified party under this Section 7 of notice
                of
                the commencement of any action, such indemnified party will, if a
                claim in
                respect thereof is to be made against the indemnifying party under
                this
                Section 7, notify the indemnifying party in writing of the commencement
                thereof; but the failure so to notify the indemnifying party (i) will
                not relieve it from liability under paragraphs (a), (b) or (c) above
                unless and to the extent it did not otherwise learn of such action
                and
                such failure results in the forfeiture by the indemnifying party
                of
                substantial rights and defenses and (ii) will not, in any event,
                relieve the indemnifying party from any obligations to any indemnified
                party other than the indemnification obligation provided in paragraphs
                (a), (b) or (c) above. The indemnifying party shall be entitled to
                appoint
                counsel of the indemnifying party’s choice at the indemnifying party’s
                expense to represent the indemnified party in any action for which
                indemnification is sought (in which case the indemnifying party shall
                not
                thereafter be responsible for the fees and expenses of any separate
                counsel retained by the indemnified party or parties except as set
                forth
                below); provided, however, that such counsel shall be reasonably
                satisfactory to the indemnified party. Notwithstanding the indemnifying
                party’s election to appoint counsel to represent the indemnified party
                in
                an action, the indemnified party shall have the right to employ separate
                counsel (including local counsel), and the indemnifying party shall
                bear
                the reasonable fees, costs and expenses of such separate counsel
                if
                (A) the use of counsel chosen by the indemnifying party to represent
                the indemnified party would present such counsel with a conflict
                of
                interest, (B) the actual or potential defendants in, or targets of,
                any such action include both the indemnified party and the indemnifying
                party and the indemnified party shall have reasonably concluded that
                there
                may be legal defenses available to it and/or other indemnified parties
                which are different from or additional to those available to the
                indemnifying party, (C) the indemnifying party shall not have
                employed counsel satisfactory to the indemnified party to represent
                the
                indemnified party within a reasonable time after notice of the institution
                of such action or (D) the indemnifying party shall authorize the
                indemnified party to employ separate counsel at the expense of the
                indemnifying party. An indemnifying party will not, without the prior
                written consent of the indemnified parties, settle or compromise
                or
                consent to the entry of any judgment with respect to any pending
                or
                threatened claim, action, suit or proceeding in respect of which
                indemnification or contribution may be sought hereunder (whether
                or not
                the indemnified parties are actual or potential parties to such claim
                or
                action) unless such settlement, compromise or consent includes an
                unconditional release of each indemnified party from all liability
                arising
                out of such claim, action, suit or proceeding.


            


    

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              In
                the event that the indemnity provided in paragraphs (a), (b) or (c)
                of
                this Section 7 is unavailable to or insufficient to hold harmless
                an
                indemnified party for any reason, the Company, the Selling Shareholder
                and
                the Underwriters agree to contribute to the aggregate losses, claims,
                damages, expenses and liabilities (including legal or other expenses
                reasonably incurred in connection with investigating or defending
                same) (collectively “Losses”) to
                which the Company, the Selling Shareholder and one or both of the
                Underwriters may be subject in such proportion as is appropriate
                to
                reflect the relative benefits received by the Company, the Selling
                Shareholder and by the Underwriters from the offering of the Securities;
                provided, however, that in no case shall any Underwriter (except
                as may be
                provided in any agreement among underwriters relating to the offering
                of
                the Securities) be responsible for any amount in excess of the
                underwriting discount or commission applicable to the Securities
                purchased
                by such Underwriter hereunder. If the allocation provided by the
                immediately preceding sentence is unavailable for any reason, the
                Company,
                the Selling Shareholder and the Underwriters shall contribute in
                such
                proportion as is appropriate to reflect not only such relative benefits
                but also the relative fault of the Company, of the Selling Shareholder
                and
                of the Underwriters in connection with the statements or omissions
                which
                resulted in such Losses, or in connection with any failure to comply
                with
                or any violation of Section 5 of the 1933 Act (which shall be deemed
                the
                responsibility of the Company), or in connection with any failure
                by the
                Company to comply with or any violation any state securities or blue
                sky
                laws, as well as any other relevant equitable considerations. Benefits
                received by each of the Company and the Selling Shareholder shall
                be
                deemed to be equal to the total net proceeds from the offering (before
                deducting expenses) received by each of them and benefits received by
                the Underwriters shall be deemed to be equal to the total underwriting
                discounts and commissions, in each case as set forth on the cover
                page of
                the Prospectus. Relative fault shall be determined by reference to,
                among
                other things, whether any untrue or any alleged untrue statement
                of a
                material fact or the omission or alleged omission to state a material
                fact
                relates to information provided by the Company, the Selling Shareholder
                or
                the Underwriters, the intent of the parties and their relative knowledge,
                access to information and opportunity to correct or prevent such
                untrue
                statement or omission, or in the case of any failure to comply with
                or any
                violation of Section 5 of the 1933 Act or of any state securities
                or blue
                sky laws, any such non-compliance or violation shall be deemed the
                responsibility of the Company. The Company, the Selling Shareholder
                and
                the Underwriters agree that it would not be just and equitable if
                contribution were determined by pro rata allocation or any other
                method of
                allocation that does not take account of the equitable considerations
                referred to above. Notwithstanding the provisions of this paragraph
                (e),
                no person guilty of fraudulent misrepresentation (within the meaning
                of
                Section 11(f) of the 1933 Act) shall be entitled to contribution
                from any person who was not guilty of such fraudulent misrepresentation.
                For purposes of this Section 7, each person who controls an Underwriter
                within the meaning of either the 1933 Act or the Exchange Act and
                each
                director, officer, employee and agent of an Underwriter shall have
                the
                same rights to contribution as such Underwriter, and each person
                who
                controls the Company or the Selling Shareholder, respectively, within
                the
                meaning of either the 1933 Act or the Exchange Act, each officer
                of the
                Company or the Selling Shareholder and each director of the Company
                or the
                Selling Shareholder shall have the same rights to contribution as
                the
                Company, subject in each case to the applicable terms and conditions
                of
                this subsection 7(e).

            


    

     

    
      	
              8.

            	
              Representations
                and Indemnities to Survive Delivery.
                All representations, warranties, agreements, indemnities and other
                statements of the Company or its officers, of the Selling Shareholder
                or
                its officers and of the Underwriters, contained in this Agreement
                or
                contained in certificates of officers of the Company and the Selling
                Shareholder, as the case may be, submitted pursuant hereto, shall
                be
                deemed to be representations, warranties and agreements as of the
                Closing
                Date and as of any Option Closing Date, if applicable, and such
                representations, warranties and agreements and the indemnity agreements
                contained in Section 7 hereof, shall remain operative and in full
                force
                and effect regardless of any investigation made by or on behalf of
                each
                Underwriter, the Company and the Selling Shareholder or any controlling
                person of any Underwriter, the Company or the Selling Shareholder,
                and
                shall survive the termination of this Agreement or the issuance,
                sale and
                delivery of the Securities to the
                Underwriters.

            


    

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              Termination.
                This Agreement shall be subject to termination in the absolute discretion
                of the Underwriters, by notice given to the Company and the Selling
                Shareholder prior to delivery of and payment for the Securities,
                if at any
                time prior to such time (a) trading in any securities of the Company
                shall have been suspended by the Commission or the NASDAQ Global
                Market or
                trading in securities generally on the New York Stock Exchange, the
                NASDAQ
                Global Market or American Stock Exchange shall have been suspended
                or
                limited or minimum prices shall have been established on any of such
                exchanges or by such system or by order of the Commission, the FINRA
                or
                any governmental authority, (b) the Company shall have sustained a
                loss material or substantial to the Company by fire, flood, accident,
                hurricane, earthquake, theft, sabotage or other calamity or malicious
                act
                which, whether or not such loss shall have been insured, will, in
                the
                Underwriters’ opinion, make it impracticable or inadvisable to proceed
                with the delivery of the Securities, (c) a banking moratorium shall
                have
                been declared either by U.S. federal, New York state or Marshall
                Islands
                authorities, (d) any domestic or international event or act or
                occurrence has materially disrupted, or in the Underwriters’ opinion, will
                in the immediate future materially adversely disrupt, the financial
                markets, (e) any material adverse change in the financial markets
                shall have occurred, or (f) there shall have occurred any outbreak or
                escalation of hostilities, declaration by the United States of a
                national
                emergency or war, or other calamity or crisis the effect of which
                on
                financial markets is such as to make it, in the sole judgment of
                the
                Underwriters, impractical or inadvisable to proceed with the offering
                or
                delivery of the Securities as contemplated by the
                Prospectus.

            


    

     

    If
      this
      Agreement shall be terminated pursuant to any of the provisions hereof
      (otherwise than pursuant to Section 10 or 11 hereof), or if the sale of the
      Securities provided for herein is not consummated because any condition to
      the
      obligations of the Underwriters set forth herein is not satisfied or because
      of
      any refusal, inability or failure on the part of the Company or the Selling
      Shareholder to perform any agreement herein or comply with any provision hereof,
      the Company and the Selling Shareholder will, subject to demand by the
      Underwriters, reimburse the Underwriters for all reasonable out-of-pocket
      expenses (including the reasonable fees and expenses of their counsel), incurred
      by the Underwriters in connection herewith.

     

    
      	
              10.

            	
              Default
                by an Underwriter.
                If one of Underwriters shall fail to purchase and pay for any of
                the
                Securities agreed to be purchased by such Underwriter hereunder and
                such
                failure to purchase shall constitute a default in the performance
                of its
                obligations under this Agreement, the remaining Underwriter shall
                be
                obligated to take up and pay for (in the respective proportions which
                the
                amount of Securities set forth opposite its name in Schedule A hereto
                bears to the aggregate amount of Securities set forth opposite the
                name of
                the remaining Underwriter) the Securities which the defaulting
                Underwriter agreed but failed to purchase; provided, however, that
                in the
                event that the aggregate amount of Securities which the defaulting
                Underwriter agreed but failed to purchase shall exceed 10% of the
                aggregate amount of Securities set forth in Schedule A hereto, the
                remaining Underwriter shall have the right to purchase all, but shall
                not
                be under any obligation to purchase any, of the Securities, and if
                such
                nondefaulting Underwriter does not purchase all the Securities, this
                Agreement will terminate without liability to any non-defaulting
                Underwriter, the Company or the Selling Shareholder. In the event
                of a
                default by an Underwriter as set forth in this Section 10, the Closing
                Date shall be postponed for such period, not exceeding seven business
                days, as the nondefaulting Underwriter shall determine in order that
                the
                required changes in the Registration Statement, the Preliminary Prospectus
                and the Prospectus or in any other documents or arrangements may
                be
                effected. Nothing contained in this Agreement shall relieve any defaulting
                Underwriter of its liability, if any, to the Company and the Selling
                Shareholder and any nondefaulting Underwriter for damages occasioned
                by
                its default hereunder. 

            


    

     


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    
      	
              11.

            	
              Default
                by the Company.
                If the Company shall fail on the Closing Date or on any Option Closing
                Date, as applicable, to sell and deliver the number of Securities
                which it
                is obligated to sell hereunder on such date, then this Agreement
                shall
                terminate (or, if such default shall occur with respect to any Option
                Shares to be purchased on an Option Closing Date, the Underwriters
                may, at
                the Underwriters’ option, by notice from the Underwriters to the Company,
                terminate the Underwriters’ obligation to purchase Option Shares from the
                Company on such date) without any liability on the part of any
                non-defaulting party other than pursuant to Sections 5 and 7 hereof.
                No
                action taken pursuant to this Section 11 shall relieve the Company
                from
                liability, if any, in respect of such
                default.

            


    

     

    
      	
              12.

            	
              Tax
                Disclosure.
                Notwithstanding any other provision of this Agreement, immediately
                upon
                commencement of discussions with respect to the transactions contemplated
                hereby, the Company and the Selling Shareholder (and each employee,
                representative or other agent of the Company and the Selling Shareholder)
                may disclose to any and all persons, without limitation of any kind,
                the
                tax treatment and tax structure of the transactions contemplated
                by this
                Agreement and all materials of any kind (including opinions or other
                tax
                analyses) that are provided to the Company and the Selling Shareholder
                relating to such tax treatment and tax structure. For purposes of
                the
                foregoing, the term “tax treatment” is the purported or claimed federal
                income tax treatment of the transactions contemplated hereby, and
                the term
                “tax structure” includes any fact that may be relevant to understanding
                the purported or claimed federal income tax treatment of the transactions
                contemplated hereby.

            


    

     

    
      	
              13.

            	
              Notices.
                All notices and communications hereunder, except as herein otherwise
                specifically provided, shall be in writing and shall be deemed to
                have
                been duly given if mailed or transmitted by any standard form of
                telecommunication. Notices to the Underwriters shall be directed
                to
                Wachovia Capital Markets, LLC, 375 Park Avenue, New York, New York
                10152,
                Attention: Eric H. Schless (facsimile number: (212) 214-8954), and
                Oppenheimer & Co. Inc., 125 Broad Street, New York, New York 10004,
                Attention: Henry P. Williams, (Facsimile Number: (212) 425-2028),
                with a copy to Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York,
                NY 10178, Attention: Stephen P. Farrell, Esq. (Facsimile Number:
                (212) 309-6001). Notices to the Company shall be directed to the
                Company at Euroseas Ltd., Aethrion Center, 40 Ag. Konstantinou Street,
                151
                24 Maroussi, Greece, Attention: Stephania
                Karmiri,
                (Facsimile Number: 011
                30 211 1804097). Notices to the Selling Shareholder
                shall be directed to c/o Euroseas Ltd., Aethrion Center, 40 Ag.
                Konstantinou Street, 151 24 Maroussi, Greece, Attention: Stephania
                Karmiri,
                (Facsimile Number: 011
                30 211 1804097). Copies
                of the notices to the Company and the Selling Shareholder shall be
                directed to Seward & Kissel LLP, One Battery Park Plaza, New York, NY,
                10004, Attention: Lawrence Rutkowski, Esq. (Facsimile Number:
                (212) 480-8421).

            


    

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    
      	
              14.

            	
              No
                Advisory or Fiduciary Relationship.
                Each of the Company and the Selling Shareholder acknowledges and
                agrees
                that (a) the purchase and sale of the Securities pursuant to this
                Agreement, including the determination of the public offering price
                of the
                Securities and any related discounts and commissions, is an arm’s length
                commercial transaction among the Company, the Selling Shareholder
                and the
                Underwriters, (b) in connection with the offering contemplated hereby
                and the process leading to such transaction each Underwriter is and
                has
                been acting solely as a principal and is not the agent or fiduciary
                of the
                Company or the Selling Shareholder or their respective shareholders,
                creditors, employees or any other party, (c) no Underwriter has
                assumed or will assume an advisory or fiduciary responsibility in
                favor of
                the Company or the Selling Shareholder with respect to the offering
                contemplated hereby or the process leading thereto (irrespective
                of
                whether such Underwriter has advised or is currently advising the
                Company
                or the Selling Shareholder on other matters) and no Underwriter has
                any
                obligation to the Company with respect to the offering contemplated
                hereby
                except the obligations expressly set forth in this Agreement, (d) the
                Underwriters and their respective affiliates may be engaged in a
                broad
                range of transactions that involve interests that differ from those
                of the
                Company and the Selling Shareholder and (e) the Underwriters have not
                provided any legal, accounting, regulatory or tax advice with respect
                to
                the offering contemplated hereby.

            


    

     

    
      	
              15.

            	
              Parties.
                This Agreement shall inure solely to the benefit of and shall be
                binding
                upon, the Underwriters, the Selling Shareholder, the Company and
                the
                controlling persons, directors and officers referred to in Section
                7
                hereof, and their respective successors, legal representatives and
                assigns, and no other person shall have or be construed to have any
                legal
                or equitable right, remedy or claim under or in respect of or by
                virtue of
                this Agreement or any provisions herein contained. No purchaser of
                Securities from any Underwriter shall be deemed to be a successor
                by
                reason merely of such purchase. 

            


    

     

    
      	
              16.

            	
              Applicable
                Law; Consent to Jurisdiction.
                This Agreement shall be governed by, and construed in accordance
                with, the
                internal laws of the State of New York without regard to the principles
                of
                conflicts of laws. Each of the parties hereto irrevocably (i) agrees
                that
                any legal suit, action or proceeding arising out of or based upon
                this
                Agreement or the transactions contemplated hereby may be instituted
                in any
                state or federal court located in the Borough of Manhattan, The City
                of
                New York, New York (each a “New
                York Court”),
                (ii) waives, to the fullest extent it may effectively do so, any
                objection
                which it may now or hereafter have to the laying of venue of any
                such
                proceeding and (iii) submits to the exclusive jurisdiction of such
                courts
                in any such suit, action or proceeding. The Company and the Selling
                Shareholder have appointed Seward & Kissel LLP, New York, New York, as
                its authorized agent (the “Authorized
                Agent”)
                upon whom process may be served in any such action arising out of
                or based
                on this Agreement or the transactions contemplated hereby which may
                be
                instituted in any New York Court by the Underwriters or by any person
                who
                controls the Underwriters, expressly consents to the jurisdiction
                of any
                such court in respect of any such action, and waives any other
                requirements of or objections to personal jurisdiction with respect
                thereto. Such appointment shall be irrevocable. The Company and the
                Selling Shareholder represent and warrant that the Authorized Agent
                has
                agreed to act as such agent for service of process and agrees to
                take any
                and all action, including the filing of any and all documents and
                instruments that may be necessary to continue such appointment in
                full
                force and effect as aforesaid. Service of process upon the Authorized
                Agent and written notice of such service to the Company or the Selling
                Shareholder shall be deemed, in every respect, effective service
                of
                process upon the Company or the Selling Shareholder, as the case
                may
                be.

            


    

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    
      	
              17.

            	
              Counterparts.
                This Agreement may be executed in any number of counterparts, each
                of
                which shall be deemed to be an original, and all of which taken together
                shall be deemed to be one and the same agreement.
                

            


    

     

    
      	
              18.

            	
              Headings.
                The section headings used herein are for convenience only and shall
                not
                affect the construction hereof.

            


    

     

    
      	
              19.

            	
              Entire
                Agreement; Amendments.
                This Agreement constitutes the entire agreement of the parties hereto
                and
                supersedes all prior written or oral agreements, understandings and
                negotiations with respect to the subject matter hereof. This Agreement
                may
                not be amended except in a writing, signed by the Underwriters, the
                Company and the Selling
                Shareholder.

            


    

     

    [Remainder
      of this page intentionally left blank.]

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    If
      the
      foregoing correctly sets forth the understanding among the Underwriters, the
      Company and the Selling Shareholder, please so indicate in the space provided
      below for that purpose, whereupon this letter shall constitute a binding
      agreement among us.

     

    


    Very
      truly yours,

    


    EUROSEAS
      LTD.

    


    


    By: /s/
      Aristides J. Pittas    

    Name:
      Aristides J. Pittas

    Title:
      Chairman and Chief Executive Officer



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Confirmed
      and accepted as of

    the
      date
      first above written.

     

    WACHOVIA
      CAPITAL MARKETS, LLC.

    


    By:_/s/
      Lear Beyer__________________

    Name:
      Lear Beyer

    Title:
      Managing Director

     

    


    OPPENHEIMER
      & CO. INC.

    


    


     

    By:_/s/
      Henry P. Williams_____________

    Name:
      Henry P. Williams

    Title:
      Managing Director

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FRIENDS
      INVESTMENT COMPANY INC.

     

    By:
      Arisitdes J. Pittas, as Attorney-in-Fact

     

    /s/
      Aristides J. Pittas 

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

    

      
        	
                 

              	
                No.
                  of Securities

              
	 	
                to
                  be Purchased  

              
	 	 
	
                Wachovia
                  Capital Markets, LLC

              	
                3,478,750

              
	 	 
	
                Oppenheimer
                  & Co. Inc.

              	
                2,846,250

              
	 	 
	
                TOTAL:

              	
                6,325,000

              


      

    


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      B

     

    Subsidiaries

     

    
      	
              Name

            	
              Jurisdiction

            
	 	 
	
              Alcinoe
                Shipping Limited

            	
              Republic
                of Cyprus

            
	 	 
	
              Allendale
                Investments S.A.

            	
              Republic
                of Panama

            
	 	 
	
              Alterwall
                Business Inc.

            	
              Republic
                of Panama

            
	 	 
	
              Cove
                Apparel, Inc.

            	
              Delaware

            
	 	 
	
              Diana
                Trading Ltd.

            	
              Republic
                of the Marshall Islands

            
	 	 
	
              
                Emmentaly Business
                  Inc.

              

            	
              Republic
                of Panama

            
	 	 
	
              Eternity
                Shipping Ltd.

            	
              Republic
                of the Marshall Islands

            
	 	 
	
              Gregos
                Shipping Limited 

            	
              Republic
                of the Marshall Islands

            
	 	 
	
              Manolis
                Shipping Ltd.

            	
              Republic
                of the Marshall Islands

            
	 	 
	
              Oceanpride
                Shipping Limited

            	
              Republic
                of Cyprus

            
	 	 
	
              Oceanopera
                Shipping Limited

            	
              Republic
                of Cyprus

            
	 	 
	
              Pilory
                Associates Corp.

            	
              Republic
                of Panama

            
	 	 
	
              Prospero
                Maritime Inc.

            	
              Republic
                of the Marshall Islands

            
	 	 
	
              Salina
                Shipholding Corp.

            	
              Republic
                of the Marshall Islands

            
	 	 
	
              Searoute
                Maritime Limited

            	
              Republic
                of Cyprus

            
	 	 
	
              Tiger
                Navigation Corp.

            	
              Republic
                of the Marshall Islands

            
	 	 
	
              Trust
                Navigation Corp.

            	
              Republic
                of Liberia

            
	 	 
	
              Xenia
                International Corporation

            	
              Republic
                of the Marshall Islands

            
	 	 
	
              Xingang
                Shipping Ltd.

            	
              Republic
                of Liberia

            


    

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      C

     

    List
      of Person Subject to the Lock-Up

     

     

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    Euroseas
      Ltd.

     

    Form
      of Lock-Up Agreement

    
 

     

    
      
        
        

      

      
        Exhibit
          A-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B-I

    


    Matters
      to be covered by U.S. Company Counsel Opinion 

     

     

     

    
      
        
        

      

      
        Exhibit
          B-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-II

    


    Matters
      to be covered by Marshall Islands Company Counsel Opinion 

     

    


     

    
      
        
        

      

      
        Exhibit
          B-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-III

    


    Matters
      to be covered by Cypriot Company Counsel Opinion 

     

    



    
      
        
        

      

      
        Exhibit
          B-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-IV

    


    Matters
      to be covered by Greek Company Counsel Opinion 

     

     


    
      
        
        

      

      
        Exhibit
          B-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-V

    


    Matters
      to be covered by Liberian Company Counsel Opinion 

     

     

     

    
      
        
        

      

      
        Exhibit
          B-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-VI

    


    Matters
      to be covered by Panamanian Company Counsel Opinion 

     

     


    
      
        
        

      

      
        Exhibit
          B-6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-VII

    


    Matters
      to be covered by the Selling Shareholder’s Counsel Opinion

    


     

     

    
      
        
        

      

      
        Exhibit
          B-7