exv10w5






Exhibit 10.5




      




SHARE PURCHASE AGREEMENT




Dated [•]



between



CAPITAL MARITIME & TRADING CORP.



and



CRUDE CARRIERS CORP.



      




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	Interpretation
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.01 Definitions
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	Purchase and Sale of Shares; Closing
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.01 Purchase and Sale of Shares
	 	 	4	 
	SECTION 2.02 Closing
	 	 	4	 
	SECTION 2.03 Purchase Price for Shares
	 	 	4	 
	SECTION 2.04 Condition of the Vessel
	 	 	4	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	Representations and Warranties of the Buyer
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.01 Organization and Corporate Authority
	 	 	4	 
	SECTION 3.02 Agreement Not in Breach of Other Instruments
	 	 	5	 
	SECTION 3.03 No Legal Bar
	 	 	5	 
	SECTION 3.04 Independent Investigation
	 	 	5	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	Representations and Warranties of the Seller
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.01 Organization and Corporate Authority
	 	 	5	 
	SECTION 4.02 Agreement Not in Breach of Other Instruments
	 	 	5	 
	SECTION 4.03 No Legal Bar
	 	 	5	 
	SECTION 4.04 Good and Marketable Title to Shares
	 	 	6	 
	SECTION 4.05 The Shares
	 	 	6	 
	SECTION 4.06 Independent Investigation
	 	 	6	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	Representations and Warranties of the Seller Regarding the Vessel Owning Subsidiary
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.01 Organization Good Standing and Authority
	 	 	6	 
	SECTION 5.02 Capitalization
	 	 	6	 
	SECTION 5.03 Organizational Documents
	 	 	6	 
	SECTION 5.04 Agreement Not in Breach of Other Instruments
	 	 	7	 
	SECTION 5.05 Litigation
	 	 	7	 
	SECTION 5.06 Indebtedness
	 	 	7	 
	SECTION 5.07 Personnel
	 	 	7	 
	SECTION 5.08 Contracts and Agreements
	 	 	7	 
	SECTION 5.09 Vessel Title and Registration
	 	 	8	 






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	 	 	Page	 
	SECTION 5.10 Compliance with Law
	 	 	8	 
	SECTION 5.11 No Undisclosed Liabilities
	 	 	8	 
	SECTION 5.12 Disclosure of Information
	 	 	8	 
	SECTION 5.13 Payment of Taxes
	 	 	8	 
	SECTION 5.14 Permits
	 	 	9	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 
	Pre-Closing Matters
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.01 Covenants of the Seller prior to the Closing Date
	 	 	9	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 
	Conditions of Closing
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.01 Conditions of the Seller
	 	 	10	 
	SECTION 7.02 Conditions of the Buyer
	 	 	10	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 
	Covenants
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.01 Financial Statements
	 	 	11	 
	SECTION 8.02 Guarantee
	 	 	11	 
	 
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	 
	 	 	 	 
	Termination, Amendments and Waivers
	 	 	 	 
	 
	 	 	 	 
	SECTION 9.01 Termination of Agreement
	 	 	11	 
	SECTION 9.02 Amendments and Waivers
	 	 	12	 
	 
	 	 	 	 
	ARTICLE X
	 	 	 	 
	 
	 	 	 	 
	Indemnification
	 	 	 	 
	 
	 	 	 	 
	SECTION 10.01 Indemnity by the Seller
	 	 	12	 
	SECTION 10.02 Indemnity by the Buyer
	 	 	12	 
	SECTION 10.03 Exclusive Post-Closing Remedy
	 	 	13	 
	 
	 	 	 	 
	ARTICLE XI
	 	 	 	 
	 
	 	 	 	 
	Miscellaneous
	 	 	 	 
	 
	 	 	 	 
	SECTION 11.01 Governing Law
	 	 	13	 
	SECTION 11.02 Submission to Jurisdiction
	 	 	13	 
	SECTION 11.03 Resolution of Disputes
	 	 	13	 
	SECTION 11.04 Waiver of Jury Trial
	 	 	14	 
	SECTION 11.05 Counterparts
	 	 	15	 
	SECTION 11.06 Complete Agreement
	 	 	15	 
	SECTION 11.07 Interpretation
	 	 	15	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 11.08 Severability
	 	 	15	 
	SECTION 11.09 Third Party Rights
	 	 	15	 
	SECTION 11.10 Notices
	 	 	15	 
	SECTION 11.11 Representations and Warranties to Survive
	 	 	16	 
	SECTION 11.12 Remedies
	 	 	16	 
	SECTION 11.13 Non-recourse
	 	 	16	 
	SECTION 11.14 Laws And Regulations
	 	 	16	 






iii









 





          SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of [•], by and between CAPITAL
MARITIME & TRADING CORP. (the “Seller”), a corporation organized under the laws of the
Republic of the Marshall Islands, and CRUDE CARRIERS CORP. (the “Buyer”), a corporation
organized under the laws of the Republic of the Marshall Islands.




RECITALS




          WHEREAS, the Buyer wishes to purchase from the Seller, and the Seller wishes to sell to the
Buyer, the five hundred (500) shares of common stock (the “Shares”) representing all of the
issued and outstanding shares of common stock of Achilleas Carriers Corp., a corporation organized
under the laws of Liberia (the “Vessel Owning Subsidiary”).




          WHEREAS, the Vessel Owning Subsidiary has agreed to purchase, for US $96,500,000.00 (which
includes certain brokerage commissions payable to third parties), a newbuilding motor tanker
currently under construction by Universal Shipbuilding Corporation in Japan (“Universal”)
bearing hull no. S094 (IMO number 9398072) which is to be registered in the ownership of the Vessel
Owning Subsidiary under Liberian flag following delivery (the “Vessel”), from Heroic Gemini
Inc. (“Heroic”) pursuant to the Memorandum of Agreement between Heroic and the Vessel
Owning Subsidiary dated January 27, 2010 (as may be amended, modified or otherwise supplemented
from time to time, the “Memorandum of Agreement”).




          WHEREAS, pursuant to a contract for the construction and sale of the Vessel dated February 23,
2005, (i) Pine Maritime Corporation (together with any successors or assigns, the “Original
Seller”) agreed to cause the Universal to build the Vessel and (ii) Heroic agreed to purchase
and take delivery of the Vessel from the Original Seller (as may be amended, novated, modified or
otherwise supplemented from time to time, the “Shipbuilding Contract”).




          WHEREAS, the Vessel Owning Subsidiary has paid a deposit on the Vessel of $19,300,000.00 held
in an escrow account with Woori Bank, Tokyo, in the joint names of Heroic and the Vessel Owning
Subsidiary in accordance with the terms of the Memorandum of Agreement.




          WHEREAS, Capital Ship Management Corp. (“CSM”), a wholly owned subsidiary of the
Seller, has guaranteed the Vessel Owning Subsidiary’s obligations under the Memorandum of
Agreement;




          WHEREAS, the Seller and the Buyer wish to terminate CSM’s obligations as guarantor under the
Memorandum of Agreement;




          NOW, THEREFORE, the parties hereto agree as follows:




ARTICLE I




Interpretation



          SECTION 1.01 Definitions. In this Agreement, unless the context requires otherwise
or unless otherwise specifically provided herein, the following terms shall have the respective
meanings set out below and grammatical variations of such terms shall have corresponding meanings:




          “Agreement” means this Agreement, including its recitals and schedules, as amended,
supplemented, restated or otherwise modified from time to time;




 









 




          “Applicable Contracts” has the meaning given to it in Section 5.08;




          “Applicable Law” in respect of any Person, property, transaction or event, means all
laws, statutes, ordinances, regulations, municipal by-laws, treaties, judgments and decrees
applicable to that Person, property, transaction or event and, whether or not having the force of
law, all applicable official directives, rules, consents, approvals, authorizations, guidelines,
orders, codes of practice and policies of any Governmental Authority having or purporting to have
authority over that Person, property, transaction or event and all general principles of common law
and equity;




          “Business Day” means any day other than a Saturday, Sunday or any statutory holiday on
which banks in London, Greece and New York are required to close;




          “Buyer” has the meaning given to it in the preamble;




          “Buyer Entities” means the Buyer and its subsidiaries;




          “Buyer Indemnitees” has the meaning given to it in Section 10.01;




          “Closing” has the meaning given to it in Section 2.02;




          “Closing Date” has the meaning given to it in Section 2.02;




          “Commission Agreement” means any agreement entered into between the Vessel Owning
Subsidiary and any other party in respect of all commissions paid or to be paid as part of the
price paid by Buyer on behalf of the Vessel Owning Subsidiary to Seller in connection with the
Memorandum of Agreement.




          “Commitment” means (a) options, warrants, convertible securities, exchangeable
securities, subscription rights, conversion rights, exchange rights or other contracts that could
require a Person to issue any of its equity interests or to sell any equity interests it owns in
another Person (other than this Agreement and the related transaction documents); (b) any other
securities convertible into, exchangeable or exercisable for, or representing the right to
subscribe for any equity interest of a Person or owned by a Person; and (c) stock appreciation
rights, phantom stock, profit participation, or other similar rights with respect to a Person;




          “Contracts” means contracts, agreements or legally binding arrangements, written or
oral;




          “CSM” has the meaning given to it in the recitals;




          “Encumbrance” means any mortgage, lien, charge, assignment, adverse claim,
hypothecation, restriction, option, covenant, condition or encumbrance, whether fixed or floating,
on, or any security interest in, any property whether real, personal or mixed, tangible or
intangible, any pledge or hypothecation of any property, any deposit arrangement, priority,
conditional sale agreement, other title retention agreement or equipment trust, capital lease or
other security arrangements of any kind;




          “Equity Interest” means (a) with respect to any entity, any and all shares of capital
stock or other ownership interest and any Commitments with respect thereto, (b) any other direct
equity ownership or participation in a Person and (c) any Commitments with respect to the interests
described in (a) or (b);




2









 





          “Governmental Authority” means any domestic or foreign government, including federal,
provincial, state, municipal, county or regional government or governmental or regulatory
authority, domestic or foreign, and includes any department, commission, bureau, board,
administrative agency or regulatory body of any of the foregoing and any multinational or
supranational organization;




          “Initial Public Offering” means the initial public offering of the Buyer’s common
stock;




          “IPO Closing Date” means the settlement date of the Initial Public Offering;




          “Losses” means, with respect to any matter, all losses, claims, damages, liabilities,
deficiencies, costs, expenses (including all costs of investigation, legal and other professional
fees and disbursements, interest, penalties and amounts paid in settlement) or diminution of value,
whether or not involving a claim from a third party, however specifically excluding consequential,
special and indirect losses, loss of profit and loss of opportunity;




          “Memorandum of Agreement” has the meaning given to it in the recitals;




          “Notice” means any notice, citation, directive, order, claim, litigation,
investigation, proceeding, judgment, letter or other communication, written or oral, actual or
threatened, from any Person;




          “Organizational Documents” has the meaning given to it in Section 5.03;




          “Parties” means all parties to this Agreement and “Party” means any one of them;




          “Person” means an individual, entity or association, including any legal personal
representative, corporation, body corporate, firm, partnership, trust, trustee, syndicate, joint
venture, unincorporated organization or Governmental Authority;




          “Permits” has the meaning given to it in Section 5.13;




          “Purchase Price” has the meaning given to it in Section 2.04;




          “Registration Statement” means the registration statement on Form F-1, Registration
No. [•], as it may be amended from time to time, filed by the Buyer in connection with the Initial
Public Offering.




          “Securities Act” means the Securities Act of 1933, as amended from time to time;




          “Seller” has the meaning given to it in the preamble;




          “Seller Entities” means the Seller and its subsidiaries and affiliates other than the
Buyer Entities;




          “Seller Indemnities” has the meaning given to it in Section 10.02;




          “Shares” has the meaning given to it in the recitals;




          “Taxes” means all income, franchise, business, property, sales, use, goods and
services or value added, withholding, excise, alternate minimum capital, transfer, excise, customs,
anti-dumping, stumpage, countervail, net worth, stamp, registration, franchise, payroll,
employment, health, education, business, school, property, local improvement, development,
education development and occupation




3









 




taxes, surtaxes, duties, levies, imposts, rates, fees, assessments, dues and charges and other
taxes required to be reported upon or paid to any domestic or foreign jurisdiction and all interest
and penalties thereon;




          “Vessel Owning Subsidiary” has the meaning given to it in the recitals; and




          “Vessel” has the meaning given to it in the recitals.




ARTICLE II




Purchase and Sale of Shares; Closing



          SECTION 2.01 Purchase and Sale of Shares. In accordance with and subject to the
terms and conditions set forth in this Agreement, the Seller agrees to sell and transfer the Shares
to the Buyer and the Buyer agrees to purchase the Shares from the Seller for the Purchase Price,
which in turn shall result in the Buyer indirectly acquiring all of the Seller’s indirect rights
and interest in, and indirectly assuming all of the Seller’s indirect liabilities with respect to,
the Vessel and the Memorandum of Agreement, in each case as of the Closing Date.




          SECTION 2.02 Closing. On the terms and subject to the conditions of this Agreement,
the sale and transfer of the Shares and payment of the Purchase Price shall take place on the IPO
Closing Date, or if agreed by the parties, as promptly as practicable thereafter, but in any case
within 30 days from the IPO Closing Date (the “Closing Date”). The consummation of the
sale and transfer of the Shares is hereinafter referred to as the “Closing.” The Closing shall take
place at the premises of CSM at 3 Iassonos Street, Piraeus, Greece.




          SECTION 2.03 Purchase Price for Shares. On the Closing Date, the Buyer shall pay to
the Seller (by wire transfer of immediately available funds to such account as the Seller shall
nominate) the amount of US $19,300,000.00 (the “Purchase Price”) in exchange for the
Shares. The Buyer shall have no responsibility or liability hereunder for the Seller’s allocation
and distribution of the Purchase Price among the Seller Entities.




          SECTION 2.04 Condition of the Vessel. Without prejudice to Section 5, the Seller
shall bear no liability, direct or indirect, for the condition of the Vessel. Without prejudice to
Section 5, the Seller shall not be liable for any delays in the delivery of the Vessel to the
Vessel Owning Subsidiary or any breach of the provisions of the Memorandum of Agreement by Heroic,
including without limitation any direct or indirect damages caused by (a) the failure of Heroic to
deliver the Vessel to the Vessel Owning Subsidiary or (b) delays in Universal’s delivery of the
Vessel.




ARTICLE III




Representations and Warranties of the Buyer



          The Buyer represents and warrants to the Seller that:




          SECTION 3.01 Organization and Corporate Authority. The Buyer is duly formed, validly
existing and in good standing under the laws of the Republic of the Marshall Islands, and has all
requisite corporate power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and delivered by the
Buyer, has been effectively authorized by all necessary action, corporate or otherwise, and
constitutes legal, valid and binding obligations of the Buyer. No meeting has been convened or
resolution proposed or petition presented and no order has been made to wind up the Buyer.




4









 





          SECTION 3.02 Agreement Not in Breach of Other Instruments. The execution and
delivery of this Agreement, the consummation of the transactions contemplated hereby and the
fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of,
or constitute a default under, or conflict with, any agreement or other instrument to which the
Buyer is a party or by which it is bound, the Articles of Incorporation and Bylaws of the Buyer,
any judgment, decree, order or award of any court, governmental body or arbitrator by which the
Buyer is bound, or any law, rule or regulation applicable to the Buyer which would have a material
effect on the transactions contemplated hereby.




          SECTION 3.03 No Legal Bar. The Buyer is not prohibited by any order, writ,
injunction or decree of any body of competent jurisdiction from consummating the transactions
contemplated by this Agreement and no such action or proceeding is pending or, to the best of its
knowledge and belief, threatened against the Buyer which questions the validity of this Agreement,
any of the transactions contemplated hereby or any action which has been taken by any of the
parties in connection herewith or in connection with any of the transactions contemplated hereby.




          SECTION 3.04 Independent Investigation. The Buyer has had the opportunity to conduct
to its own satisfaction an independent investigation, review and analysis of the terms of the
Memorandum of Agreement, the Shipbuilding Contract and the other contracts and specifications
relating to the construction of the Vessel by Universal, as well as the business, operations,
assets, liabilities, results of operations, financial condition and prospects of the Vessel Owning
Subsidiary and, in making the determination to proceed with the transactions contemplated hereby,
has relied solely on the results of its own independent investigation and the representations and
warranties set forth in Articles IV and V.




ARTICLE IV




Representations and Warranties of the Seller



          The Seller represents and warrants to the Buyer that:




          SECTION 4.01 Organization and Corporate Authority. The Seller is duly incorporated,
validly existing and in good standing under the laws of the Republic of the Marshall Islands, and
has all requisite corporate power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and delivered by the
Seller, has been effectively authorized by all necessary action, corporate or otherwise, and
constitutes legal, valid and binding obligations of the Seller. No meeting has been convened or
resolution proposed or petition presented and no order has been made to wind up the Seller.




          SECTION 4.02 Agreement Not in Breach of Other Instruments. The execution and
delivery of this Agreement, the consummation of the transactions contemplated hereby and the
fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of,
or constitute a default under, or conflict with, any agreement or other instrument to which the
Seller is a party or by which it is bound, the Articles of Incorporation and Bylaws of the Seller,
any judgment, decree, order or award of any court, governmental body or arbitrator by which the
Seller is bound, or any law, rule or regulation applicable to the Seller.




          SECTION 4.03 No Legal Bar. The Seller is not prohibited by any order, writ,
injunction or decree of any body of competent jurisdiction from consummating the transactions
contemplated by this Agreement and no such action or proceeding is pending or, to the best of its
knowledge and belief, threatened against the Seller which questions the validity of this Agreement,
any of the transactions contemplated hereby or any action which has been taken by any of the
parties in connection herewith or in connection with any of the transactions contemplated hereby.




5









 





          SECTION 4.04 Good and Marketable Title to Shares. The Seller is the owner (of record
and beneficially) of all of the Shares and will convey to the Buyer good and marketable title to
the Shares, free and clear of any and all Encumbrances. The Shares constitute 100% of the issued
and outstanding Equity Interests of the Vessel Owning Subsidiary.




          SECTION 4.05 The Shares. Assuming the Buyer has the requisite power and authority to
be the lawful owner of the Shares, upon delivery to the Buyer at the Closing of certificates
representing the Shares, duly endorsed by the Seller for transfer to the Buyer or accompanied by
appropriate instruments sufficient to evidence the transfer from the Seller to the Buyer of the
Shares under the Applicable Laws of the relevant jurisdiction, or delivery of such Shares by
electronic means, and upon the Seller’s receipt of the Purchase Price, the Buyer shall own good and
valid title to the Shares, free and clear of any Encumbrances, other than those arising from acts
of the Buyer Entities. Other than this Agreement and any related transaction documents, any
agreement to which any Buyer Entity is a party, the Organizational Documents and any restrictions
imposed by Applicable Law, at the Closing the Shares will not be subject to any voting trust
agreement or other contract, agreement, arrangement, commitment or understanding restricting or
otherwise relating to the voting, dividend rights or disposition of the Shares.




          SECTION 4.06 Independent Investigation. The Seller has had the opportunity to
conduct to its own satisfaction an independent investigation, review and analysis of the business,
operations, assets, liabilities, results of operations, financial condition and prospects of the
Buyer and, in making the determination to proceed with the transactions contemplated hereby, has
relied solely on the results of its own independent investigation and the representations and
warranties set forth in Article III.




ARTICLE V




Representations and Warranties of the Seller Regarding the Vessel Owning Subsidiary



          The Seller represents and warrants to the Buyer that:




          SECTION 5.01 Organization Good Standing and Authority. The Vessel Owning Subsidiary
is a corporation duly incorporated, validly existing and in good standing under the laws of the
Republic of the Marshall Islands. The Vessel Owning Subsidiary has full corporate power and
authority to carry on its business as it is now and is currently contemplated to be conducted, and
is entitled to own, lease or operate the properties and assets it now owns, leases or operates and,
upon consummation of the Memorandum of Agreement, the Vessel, and to enter into legal and binding
contracts, including without limitation the Memorandum of Agreement. No meeting has been convened
or resolution proposed or petition presented and no order has been made to wind up the Vessel
Owning Subsidiary.




          SECTION 5.02 Capitalization. The Shares consist of the 500 shares of common stock
without par value and have been duly authorized and validly issued and are fully paid and
non-assessable, and constitute the total issued and outstanding capital stock of the Vessel Owning
Subsidiary. There are not, and on the Closing Date there will not be, outstanding (i) any options,
warrants or other rights to purchase from the Vessel Owning Subsidiary any capital stock of such
Vessel Owning Subsidiary, (ii) any securities convertible into or exchangeable for shares of the
capital stock of the Vessel Owning Subsidiary or (iii) any other commitments of any kind for the
issuance of additional shares of capital stock or options, warrants or other securities of the
Vessel Owning Subsidiary.




          SECTION 5.03 Organizational Documents. The Seller has supplied to the Buyer true and
correct copies of the organizational documents of the Vessel Owning Subsidiary, as in effect as of
the date hereof and on the Closing Date (the “Organizational Documents”).




6









 





          SECTION 5.04 Agreement Not in Breach of Other Instruments. Neither the execution and
delivery of this Agreement nor the consummation of the transactions contemplated hereby will
violate, or result in a breach of, any of the terms and provisions of, or constitute a default
under, or conflict with, or give any other party thereto a right to terminate any agreement or
other instrument to which the Vessel Owning Subsidiary is a party or by which it is bound
including, without limitation, any of the Organizational Documents or the Memorandum of Agreement,
or any judgment, decree, order or award of any court, governmental body or arbitrator applicable to
the Vessel Owning Subsidiary.




          SECTION 5.05 Litigation.





     (a) There is no action, suit or proceeding to which the Vessel Owning
Subsidiary is a party (either as a plaintiff or defendant) pending before any court
or governmental agency, authority or body or arbitrator; there is no action, suit or
proceeding threatened against the Vessel Owning Subsidiary; and, to the best
knowledge of the Seller, there is no basis for any such action, suit or proceeding;




     (b) The Vessel Owning Subsidiary has not been permanently or temporarily
enjoined by any order, judgment or decree of any court or any governmental agency,
authority or body from engaging in or continuing any conduct or practice in
connection with its respective business, assets, or properties; and




     (c) There is not in existence any order, judgment or decree of any court or
other tribunal or other agency enjoining or requiring the Vessel Owning Subsidiary
to take any action of any kind with respect to its respective business, assets or
properties.



          SECTION 5.06 Indebtedness. As of the Closing Date, the Vessel Owning Subsidiary will
not be indebted, directly or indirectly, to the Seller, any person who is an officer, director,
stockholder or employee of the Seller or any spouse, child, or other relative or any affiliate of
any such person. As of the Closing Date, neither the Seller nor any officer, director,
stockholder, employee, relative or affiliate of the Seller will be indebted to the Vessel Owning
Subsidiary.




          SECTION 5.07 Personnel. The Vessel Owning Subsidiary has no employees.




          SECTION 5.08 Contracts and Agreements. As of the date hereof, other than the
Memorandum of Agreement and any Commission Agreement (the “Applicable Contracts”), there
are no Contracts to which the Vessel Owning Subsidiary is a party or by which any of the assets of
the Vessel Owning Subsidiary are bound or are expected to be bound and no other Contracts
(including any charter party for the employment of the Vessel) will be entered into by the Vessel
Owning Subsidiary prior to the Closing Date without the prior written consent of the Buyer.





     (a) Each of the Applicable Contracts is a valid and binding agreement of the
Vessel Owning Subsidiary, and to the best knowledge of the Seller, of all other
parties thereto;




     (b) The Vessel Owning Subsidiary has fulfilled all material obligations
required pursuant to its Applicable Contracts to have been performed by it prior to
the date hereof and has not waived any material rights thereunder;




     (c) There has not occurred any material default on the part of the Vessel
Owning Subsidiary under any of the Applicable Contracts, or to the best knowledge of
the Seller, on the part of any other party thereto nor has any event occurred which
with



7









 






the giving of notice or the lapse of time, or both, would constitute any
material default on the part of the Vessel Owning Subsidiary under any of the
Applicable Contracts nor, to the best knowledge of the Seller, has any event
occurred which with the giving of notice or the lapse of time, or both, would
constitute any material default on the part of any other party to any of the
Applicable Contracts; and




     (d) The Vessel Owning Subsidiary has all requisite corporate power and
authority to execute, deliver and perform the terms and provisions of the Applicable
Contracts. Each of Applicable Contracts constitutes a legal, valid and binding
obligation of the Vessel Owning Subsidiary enforceable in accordance with its
respective terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws, or by general principles of
equity.



          SECTION 5.09 Vessel Title and Registration. The Seller has no reason to believe
that, upon the closing of the transactions contemplated by the Memorandum of Agreement and the
delivery thereby of the Vessel, the Buyer will not be able to cause the Vessel, as of such date, to
be duly registered as a vessel under the laws of the Republic of Liberia in the sole ownership of
the Buyer; on such date, the Buyer will have good and marketable title to the Vessel, free and
clear of all Liens and defects of the title of record; and the Vessel will be in good standing with
respect to the payment of past and current taxes, fees and other amounts payable under the laws of
the Republic of Liberia as would affect its registry with the ship registry of the Republic of
Liberia.




          SECTION 5.10 Compliance with Law. The conduct of business by the Vessel Owning
Subsidiary does not and the execution and delivery of this Agreement or the Memorandum of Agreement
and the consummation of the transactions contemplated hereby and thereby will not violate any laws,
statutes, ordinances, rules, regulations, decrees, orders, permits or other similar items in force
(including, but not limited to, any of the foregoing relating to employment discrimination,
environmental protection or conservation) of any country, province, state or other governing body,
the enforcement of which would materially and adversely affect the business, assets, condition
(financial or otherwise) or prospects of the Vessel Owning Subsidiary taken as a whole, nor has the
Vessel Owning Subsidiary received any notice of any such violation.




          SECTION 5.11 No Undisclosed Liabilities. Other than liabilities and obligations
arising under the Applicable Contracts, the Vessel Owning Subsidiary (and the Vessel owned by it)
has no liabilities or obligations of any nature, whether absolute, accrued, contingent or
otherwise, and whether due or to become due (including, without limitation, any liability for Taxes
and interest, penalties and other charges payable with respect to any such liability or
obligation). Notwithstanding the foregoing, the parties hereto acknowledge and agree that there
may be obligations that arise under the Contracts that are not due and payable as of the date
hereof and that will be the responsibility of the Seller pursuant to Section 10.01(c) of this
Agreement.




          SECTION 5.12 Disclosure of Information. The Seller has disclosed to the Buyer all
material information on, and about, the Vessel Owning Subsidiary and the Vessel and all such
information is true, accurate and not misleading in any material respect. Nothing has been withheld
from the material provided to the Buyer, the failure to disclose which would render the information
provided to the Buyer untrue or misleading.




          SECTION 5.13 Payment of Taxes. The Vessel Owning Subsidiary has filed all foreign,
federal, state and local income and franchise tax returns required to be filed, which returns are
correct and complete in all material respects, and has timely paid all taxes due from it, and the
Vessel is in good standing with respect to the payment of past and current Taxes, fees and other
amounts payable under the




8









 




laws of the jurisdiction where it is registered as would affect its registry with the ship
registry of such jurisdiction.




          SECTION 5.14 Permits. The Vessel Owning Subsidiary has such permits, consents,
licenses, franchises, concessions, certificates and authorizations (“Permits”) of, and has
all declarations and filings with, and is qualified and in good standing in each jurisdiction of,
all federal, provincial, state, local or foreign Governmental Authorities and other Persons, as are
necessary to own or lease its properties and to conduct its business in the manner that is standard
and customary for a business of its nature other than such Permits the absence of which,
individually or in the aggregate, has not and could not reasonably be expected to materially or
adversely affect the Vessel Owning Subsidiary. The Vessel Owning Subsidiary has fulfilled and
performed all its obligations with respect to such Permits which are or will be due to have been
fulfilled and performed by the Closing Date and no event has occurred that would prevent the
Permits from being renewed or reissued or that allows, or after notice or lapse of time would
allow, revocation or termination thereof or results or would result in any impairment of the rights
of the holder of any such Permit, except for such non-renewals, non-issues, revocations,
terminations and impairments that would not, individually or in the aggregate, materially or
adversely affect the Vessel Owning Subsidiary, and none of such Permits contains any restriction
that is materially burdensome to the Vessel Owning Subsidiary.




ARTICLE VI




Pre-Closing Matters



          SECTION 6.01 Covenants of the Seller prior to the Closing Date. From the date of
this Agreement to the Closing Date, Seller shall cause the Vessel Owning Subsidiary to conduct its
business in the usual, regular and ordinary course in substantially the same manner as previously
conducted. The Seller shall not, and shall not permit the Vessel Owning Subsidiary to, take any
action that would result in any of the conditions to the purchase and sale of Shares set forth in
Article VII not being satisfied. In addition the Seller hereby agrees and covenants that it:





     (a) shall consummate and make effective as promptly as practicable the
transactions contemplated by this Agreement and to cooperate with the Buyer in
connection with the foregoing, including using all reasonable best efforts to obtain
all necessary consents, approvals and authorizations from each Governmental
Authority and each other Person that are required to consummate the transactions
contemplated under this Agreement;




     (b) shall take or cause to be taken all necessary corporate action, steps and
proceedings to approve or authorize validly and effectively the purchase and sale of
the Vessel Owning Subsidiary and the execution and delivery of this Agreement and
the other agreements and documents contemplated hereby;




     (c) shall not, and shall not permit the Vessel Owning Subsidiary to, enter into
any charter in respect of the Vessel unless such charter is approved in advance by
the Buyer, and shall transfer or cause to be transferred such charter prior to the
Closing Date;




     (d) will not make, or allow to be made, any amendments to the Applicable
Contracts and the Organizational Documents prior to any Closing Date without the
prior written consent of the Buyer (such consent not to be unreasonably withheld).



9









 





ARTICLE VII




Conditions of Closing



          SECTION 7.01 Conditions of the Seller. The obligation of the Seller to sell or
transfer the Shares is subject to the satisfaction (or waiver by the Seller) on or prior to the
Closing Date of the following conditions:





     (a) the representations and warranties of the Buyer made in this Agreement
shall be true and correct in all material respects as of the Closing Date as though
made on the Closing Date, except to the extent such representations and warranties
expressly relate to an earlier date (in which case such representations and
warranties shall be true and correct in all material respects, on and as of such
earlier date);




     (b) the Buyer shall have performed or complied in all material respects with
all obligations and covenants required by this Agreement to be performed or complied
with by the Buyer by the Closing Date;




     (c) no legal or regulatory action or proceeding shall be pending or threatened
by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale
of the Vessel Owning Subsidiary; and




     (d) all proceedings to be taken in connection with the transactions
contemplated by this Agreement and all documents incidental thereto shall be
reasonably satisfactory in form and substance to the Seller, and the Seller shall
have received copies of all such documents and other evidence as it may reasonably
request in order to establish the consummation of such transactions and the taking
of all proceedings in connection therewith.



          SECTION 7.02 Conditions of the Buyer. The obligation of the Buyer to purchase and
pay for the Shares is subject to the satisfaction (or waiver by the Buyer) on or prior to the
Closing Date of the following conditions:





     (a) the representations and warranties of the Seller in this Agreement shall be
true and correct in all material respects as of the Closing Date as though made on
the Closing Date, except to the extent such representations and warranties expressly
relate to an earlier date (in which case such representations and warranties shall
be true and correct in all material respects, on and as of such earlier date);




     (b) the Seller shall have performed or complied in all material respects with
all obligations and covenants required by this Agreement to be performed or complied
with by the Seller by the Closing Date;




     (c) no legal or regulatory action or proceeding shall be pending or threatened
by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale
of the Vessel Owning Subsidiary;




     (d) the Buyer shall have consummated the Initial Public Offering and, in
connection therewith, obtained the funds necessary to consummate the purchase and
sale of the Shares of the Vessel Owning Subsidiary, and to pay all related fees and
expenses;



10









 






     (e) the Buyer shall have received written consents from all third parties
necessary or appropriate to effect the purchase and sale of the Shares of the Vessel
Owning Subsidiary, other than such consents the absence of which, individually or in
the aggregate, could not reasonably be expected to have a material adverse effect on
the condition (financial or otherwise), assets, properties, business or prospects of
such Vessel Owning Subsidiary or prevent the consummation of the transactions
contemplated hereby; and




     (f) all proceedings to be taken in connection with the transactions
contemplated by this Agreement and all documents incidental thereto shall be
reasonably satisfactory in form and substance to the Buyer and its counsel, and the
Buyer shall have received copies of all such documents and other evidence as it or
its counsel may reasonably request in order to establish the consummation of such
transactions and the taking of all proceedings in connection therewith.



ARTICLE VIII




Covenants



          SECTION 8.01 Financial Statements. The Seller agrees to cause the Vessel Owning
Subsidiary to provide access to the books and records of the Vessel Owning Subsidiary to allow the
Buyer’s outside auditing firm to prepare at the Buyer’s expense any information, review or audit
the Buyer reasonably believes is required to be furnished or provided by the Buyer pursuant to
applicable securities laws. The Seller will (A) direct its auditors to provide the Buyer’s
auditors access to the auditors’ work papers and (B) use its commercially reasonable efforts to
assist the Buyer with any such information, review or audit and to provide other financial
information reasonably requested by the Buyer or its auditors, including the delivery by the Seller
Entities of any information, letters and similar documentation, including reasonable “management
representation letters” and attestations.




          SECTION 8.02 Guarantee. The Buyer and the Seller agree to use their reasonable best
efforts to procure the termination and release of CSM’s obligations as guarantor under the
Memorandum of Agreement. Without limiting the generality of the foregoing, if Heroic conditions the
release of CSM’s liability as guarantor under the Memorandum of Agreement on the Buyer assuming
CSM’s obligations thereunder, then the Buyer shall assume CSM’s liability as guarantor thereunder.
Unless CSM’s obligations as guarantor under the Memorandum of Agreement are terminated and released
prior to [the Closing Date], the Buyer shall agree to indemnify CSM against and hold CSM harmless
from any Loss, suffered or incurred by CSM by reason of, arising out of or otherwise in respect of
CSM’s obligations as guarantor under the Memorandum of Agreement.




ARTICLE IX




Termination, Amendments and Waivers



          SECTION 9.01 Termination of Agreement. Notwithstanding anything to the contrary in
this Agreement, this Agreement may be terminated and the purchase and sale of the Shares and the
other transactions contemplated by this Agreement abandoned at any time prior to the Closing:





	 	(a)	 	by mutual written consent of the Seller and the Buyer;
	 
	 	(b)	 	in the event the IPO Closing Date has not occurred by June 30, 2010;





11









 






     (c) by the Seller if any of the conditions set forth in Section 7.01 have
become incapable of fulfillment and have not been waived by the Seller and the
Seller is not in material breach of any of its representations, warranties,
covenants or agreements contained in this Agreement; or




     (d) by the Buyer if any of the conditions set forth in Section 7.02 have become
incapable of fulfillment and have not been waived by the Buyer and the Buyer is not
in material breach of any of its representations, warranties, covenants or
agreements contained in this Agreement.



          SECTION 9.02 Amendments and Waivers. This Agreement may not be amended except by an
instrument in writing signed on behalf of each parties hereto. A party hereto may waive compliance
by the other party with any term or provision of this Agreement that such other party was or is
obligated to comply with or perform, but such waiver shall be void if not in writing.




ARTICLE X




Indemnification



          SECTION 10.01 Indemnity by the Seller. The Seller shall be liable for, and shall
indemnify the Buyer and each of its subsidiaries and each of their directors, employees, agents and
representatives (the “Buyer Indemnitees”) against and hold them harmless from, any Losses,
suffered or incurred by such Buyer Indemnitee:





     (a) by reason of, arising out of or otherwise in respect of any inaccuracy in,
or breach of, any representation or warranty, or a failure to perform or observe any
covenant, agreement or obligation of, the Seller in or under this Agreement or in or
under any document, instrument or agreement delivered pursuant to this Agreement by
the Seller;




     (b) by reason of any fees, expenses or other payments incurred or owed by the
Seller or the Vessel Owning Subsidiary to any brokers, financial advisors or
comparable other persons retained or employed by it in connection with the
transactions contemplated by this Agreement;




     (c) by reason of, arising out of or otherwise in respect of obligations,
liabilities, expenses, cost and claims relating to, arising from or otherwise
attributable to the assets owned by the Vessel Owning Subsidiary or the assets,
operations, and obligations of the Vessel Owning Subsidiary or the businesses
thereof, in each case, to the extent relating to, arising from, or otherwise
attributable to facts, circumstances or events occurring prior to the Closing Date;
or




     (d) by reason of or arising out of the termination of this Agreement pursuant
to Section 9.01(d) as a result of the Seller’s failure to satisfy any of the closing
condition set forth in Section 7.02(a), (b), (e) or (f).



          SECTION 10.02 Indemnity by the Buyer. The Buyer shall indemnify the Seller and its
subsidiaries other than any Buyer Indemnitees and each of their respective officers, directors,
employees, agents and representatives (the “Seller Indemnitees”) against and hold them harmless
from, any Losses, suffered or incurred by such Seller Indemnitee by reason of, arising out of or
otherwise in respect of any inaccuracy in, or breach of, any representation or warranty, or a
failure to perform or observe any




12









 




covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any
document, instrument or agreement delivered pursuant to this Agreement by the Buyer.




          SECTION 10.03 Exclusive Post-Closing Remedy. After the Closing, the rights and
remedies set forth in this Article X shall constitute the sole and exclusive rights and remedies of
the Parties under or with respect to the subject matter of this Agreement, except for (a) any
non-monetary and equitable relief to which any Party may be entitled or (b) any remedy for willful
misconduct or actual fraud.




ARTICLE XI




Miscellaneous



          SECTION 11.01 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York applicable to contracts made and to be performed
wholly within such jurisdiction without giving effect to conflict of law principles thereof other
than Section 5-1401 of the New York General Obligations Law, except to the extent that it is
mandatory that the law of some other jurisdiction, wherein the Vessel is located, shall apply.




          SECTION 11.02 Submission to Jurisdiction. Each of the parties hereto hereby
irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the
United States District Court for the Southern District of New York and in the courts hearing
appeals therefrom unless no basis for federal jurisdiction exists, in which event each party hereto
irrevocably consents to the exclusive jurisdiction and venue of the Supreme Court of the State of
New York, New York County, and the courts hearing appeals therefrom, for any action, suit or
proceeding arising out of or relating to this Agreement and the transactions contemplated hereby.
Each of the parties hereto irrevocably and unconditionally waives, and agrees not to assert, by way
of motion, as a defense, counterclaim or otherwise, in any such action, suit or proceeding, any
claim that such party is not personally subject to the jurisdiction of the aforesaid courts for any
reason, other than the failure to serve process in accordance with this Section 11.02, that it or
its property is exempt or immune from jurisdiction of any such court or from any legal process
commenced in such courts (whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest
extent permitted by applicable law, that the action, suit or proceeding in any such court is
brought in an inconvenient forum, that the venue of such action, suit or proceeding is improper, or
that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and
further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any
defense that would hinder, fetter or delay the levy, execution or collection of any amount to which
the party is entitled pursuant to the final judgment of any court having jurisdiction. Each of the
parties hereto expressly acknowledges that the foregoing waivers are intended to be irrevocable
under the laws of the State of New York and of the United States of America; provided, that consent
by the parties hereto to jurisdiction and service contained in this Section 11.02 is solely for the
purpose referred to in this Section 12.02 and shall not be deemed to be a general submission to
said courts or in the State of New York other than for such purpose.




          SECTION 11.03 Resolution of Disputes.





     (a) Any dispute, claim, or controversy arising out of or relating to this
Agreement (a “Dispute”) shall be resolved in accordance with the procedures set
forth in this Section 11.03. These procedures shall be the sole and exclusive
process for the resolution of any such Dispute.



13









 






     (b) Upon the written request of either party, the parties shall endeavor to
settle the Dispute in an amicable manner by mediation administered by the American
Arbitration Association under its Commercial Mediation Rules then in effect, except
as modified herein. The mediator shall be selected by the parties hereto within
five (5) days of the request for mediation. If the parties are unable to agree upon
a mediator within five (5) days of the request for mediation, the mediator shall be
selected by the American Arbitration Association. If the Dispute has not been
resolved by mediation within ten (10) days of appointment of a mediator, either
party may initiate arbitration as provided in this Section 11.03.




     (c) Any Dispute not resolved through the procedures set forth in Section
11.03(b) shall be finally settled by arbitration administered by the American
Arbitration Association under its Commercial Arbitration Rules then in effect,
except as modified herein. However, if a party has requested the other to
participate in the procedures set forth in Section 11.03(b) above and the other has
failed to participate, the requesting party may initiate arbitration immediately.




     (d) The arbitration shall be held, and the award rendered in, New York, New
York. The language of the arbitration shall be English, but documents or testimony
may be submitted in other language if a translation is provided. There shall be one
arbitrator selected jointly by the parties within ten (10) days of respondent’s
receipt of claimant’s demand for arbitration. If an arbitrator is not jointly
selected by the parties within such ten-day period, such arbitrator will be selected
within ten (10) days by the American Arbitration Association under its Commercial
Arbitration Rules. The hearing shall be held no later than ninety (90) days
following the appointment of the arbitrator. The arbitrator shall have no authority
to amend or modify any of the terms of this Agreement. The arbitrator shall have
ten (10) business days from the closing statements or submission of post-hearing
briefs by the parties to render his or her decision. Either party may apply to any
court having jurisdiction hereof and seek injunctive relief in order to maintain the
status quo until such time as the arbitration award is rendered or the controversy
is otherwise resolved. The award shall be final and binding. The arbitration shall
be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16. Judgment upon
any award may be entered by any court having jurisdiction thereof.




     (e) Except to the extent necessary in connection with a proceeding relating to
the arbitration or an arbitration award contemplated by this Section 11.03,
information concerning (1) any documentary or other evidence given by a party or
witness in the arbitration or (2) the arbitration award may not be disclosed by the
arbitral tribunal, the administrator, any party, its counsel, or any other person or
entity connected to the proceeding or related arbitration or judicial proceeding
unless required to do so by contract, by law, or by a competent court or regulatory
body, and then only to the extent of disclosing no more than that which is
contractually or legally required. Any arbitrator shall be required to agree to
treat as confidential the information outlined in clauses (1) and (2) of this
Section 11.03(e) to the extent set forth in this Section 11.03(e). Following the
resolution of or final arbitral decision made with respect to any Dispute, each
party shall in good faith cooperate with the other party if such other party
requires documentation to demonstrate to a third party that any Dispute that has
been resolved.



          SECTION 11.04 Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR
CAUSE OF ACTION (A) ARISING UNDER




14









 




THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR
OTHERWISE.




          SECTION 11.05 Counterparts. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which shall constitute but
one and the same instrument.




          SECTION 11.06 Complete Agreement. This Agreement and Schedules hereto contain the
entire agreement between the parties hereto with respect to the transactions contemplated herein
and, except as provided herein, supersede all previous oral and written and all contemporaneous
oral negotiations, commitments, writings and understandings.




          SECTION 11.07 Interpretation. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement.




          SECTION 11.08 Severability. If any of the provisions of this Agreement are held by
any court of competent jurisdiction to contravene, or to be invalid under, the laws of any
governmental body having jurisdiction over the subject matter hereof, such contravention or
invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed
as if it did not contain the particular provision or provisions held to be invalid, and an
equitable adjustment shall be made and necessary provision added so as to give effect, as nearly as
possible, to the intention of the Parties as expressed in this Agreement at the time of execution
of this Agreement.




          SECTION 11.09 Third Party Rights. Except to the extent provided in Article X, a
Person who is not a party to this Agreement has no right to enforce or to enjoy the benefit of any
term of this Agreement.




          SECTION 11.10 Notices. Any notice, claim or demand in connection with this Agreement
shall be delivered to the parties at the following addresses (or at such other address or facsimile
number for a party as may be designated by notice by such party to the other party):





	 	(a)	 	if to Capital Maritime & Trading Corp., as follows:


Capital Maritime & Trading Corp.,

3 Iassonos Street,

Piraeus 185 37, Greece

Telephone: +30 210 428 4879

Fax: +30 210 428 4285

Email: i.lazaridis@capitalmaritime.com

Attention: Ioannis E. Lazaridis
	 
	 	(b)	 	if to Crude Carriers Corp., as follows:


c/o Capital Ship Management Corp.,

3 Iassonos Street,

Piraeus 185 37, Greece

Fax: +30 210 428 4285

Email: crude@crudecarrierscorp.com

Attention: Jerry G. Kalogiratos





15









 





          and any such notice shall be deemed to have been received (i) on the next working day in the
place to which it is sent, if sent by facsimile or (ii) forty eight (48) hours from the time of
dispatch, if sent by courier.




          SECTION 11.11 Representations and Warranties to Survive. All representations and
warranties of the Buyer and Seller contained in this Agreement shall survive the Closing and shall
remain operative and in full force and effect after the Closing, regardless of (a) any
investigation made by or on behalf of any Party or its affiliates, any Person controlling any
Party, its officers or directors, and (b) delivery of and payment for the Shares.




          SECTION 11.12 Remedies. Except as expressly provided in Section 10.03, the rights,
obligations and remedies created by this Agreement are cumulative and in addition to any other
rights, obligations or remedies otherwise available at law or in equity. Except as expressly
provided in this Agreement, nothing in this Agreement will be considered an election of remedies.




          SECTION 11.13 Non-recourse. No owner of Equity Interests in the Buyer shall be
liable for the obligations of the Buyer under this Agreement or any of the related transaction
documents, including, in each case, by reason of any payment obligation imposed by governing
statutes. No owner of Equity Interests in the Seller shall be liable for the obligations of the
Seller under this Agreement or any of the related transaction documents, including, in each case,
by reason of any payment obligation imposed by governing statutes.




          SECTION 11.14 Laws And Regulations. Notwithstanding any provision of this Agreement
to the contrary, no party to this Agreement shall be required to take any act, or fail to take any
act, under this Agreement if the effect thereof would be to cause such party to violate or be in
violation of any applicable law, statute, rule or regulation.




[Signature page follows]




16









 





          IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed as of
the date first above written.




	 	 	 	 	 	 	 
	 	 	CAPITAL MARITIME & TRADING CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Evangelos M. Marinakis
	 	 
	 

	 	Title:
	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	CRUDE CARRIERS CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jerry G. Kalogiratos	 	 
	 

	 	Title:
	 	Chief Financial Officer