EX-10.2 19 file010.htm RIGHT OF FIRST REFUSAL AGREEMENT

                            RIGHT OF FIRST REFUSAL AGREEMENT

          This Right of First Refusal Agreement (this "Agreement") is made effective
    as of , 2005 among: (a) Stealth Maritime Corporation S.A., a Liberian
    corporation ("Stealth Maritime"); Harry N. Vafias, an individual residing at
    Hydras 5, Kifissias, Athens, Greece (together with Stealth Maritime, the
    "Grantors"); and (b) StealthGas Inc., a Marshall Islands company (the
    "Company").

                                       BACKGROUND

          A.   The Company and its vessel owning subsidiaries have entered into that
               certain management agreement (the "Management Agreement") with
               Stealth Maritime whereby Stealth Maritime is responsible for the
               commercial, technical and strategic management of vessels owned by
               the Company.

          B.   The Company and its vessel owning subsidiaries desire to enter into
               an amended and restated management agreement, (the "Amended and
               Restated Management Agreement"), amending and restating the terms of
               and conditions of the Management Agreement governing the technical
               and commercial management of vessels owned by the Company.

          C.   In order to induce the Company to enter into the Amended and Restated
               Management Agreement and to facilitate the acquisition by the Company
               of additional vessels, which will also become subject to the Amended
               and Restated Management Agreement, each of the Grantors desires to
               grant the Company a right of first refusal to purchase or charter-in
               any liquefied petroleum gas vessels (a "Subject Vessel") which any of
               the Grantors, or any entity with respect to which Harry N. Vafias is
               an executive officer, director or the principal shareholder, may
               consider for acquisition or chartering-in in the future.

                                       AGREEMENT

          In order to induce the Company to enter into the Amended and Restated
    Management Agreement and for other good and valuable consideration, the receipt
    and sufficiency of which are hereby acknowledged, the Grantors and the Company
    agree to the following:

          1.   Vessel Acquisition Restriction, Etc. Each of the Grantors agrees with
    the Company that, from the date hereof and so long as: (i) Stealth Maritime, or
    any entity with respect to which Harry N. Vafias is an executive officer,
    director or the principal shareholder, manages vessels owned or chartered-in by
    the Company and/or (ii) Harry N. Vafias is an executive officer or director of
    the Company, it will (and Harry N. Vafias will ensure that each entity with
    respect to which he is an executive officer, director or the principal
    shareholder will):

                a.  promptly notify the Company of any acquisition or proposed
                    acquisition by such Grantor, or by any entity with respect to
                    which Harry N. Vafias is an executive officer, director or the
                    principal shareholder, of a Subject Vessel by delivering a
                    notice to the Company, advising it of the details of the
                    acquisition or proposed acquisition of a Subject Vessel,
                    including its terms, and offering to sell the Subject Vessel to
                    the Company on substantially the same terms plus any costs of
                    the Subject Vessel's acquisition and net costs of carrying the
                    Subject Vessel since its acquisition; and

                b.  promptly notify the Company of any chartering-in or proposed
                    chartering-in by such Grantor, or by any entity with respect to
                    which Harry N. Vafias is an executive officer, director or the
                    principal shareholder, of a Subject Vessel by delivering a
                    notice to the Company, advising it of the details of the any
                    chartering-in or proposed chartering-in of a Subject

                    Vessel, including its terms, and offering the opportunity of
                    chartering-in the Subject Vessel to the Company on substantially
                    the same terms.

             2. Response Notice. Within five (5) business days after receipt of any
    notice referred to in Section 1(a) or 1(b) above, the Company will have the
    right, but not the obligation, to deliver to the Grantors a notice (a "Response
    Notice") that states whether the Company wishes, as the case may be, either (x)
    to purchase the Subject Vessel described in the notice referred to in Section
    1(a) above upon the terms stated therein and subject to the negotiation and
    execution of a memorandum of agreement or other contract of sale or (y) to
    charter-in the Subject Vessel described in the notice referred to Section 1(b)
    above upon the terms stated therein and subject to the negotiation and execution
    of a charter party agreement. If the Company wishes to purchase or charter-in,
    as the case may be, the Subject Vessel, the Company will have forty-five days
    (45) after delivery of its Response Notice to complete the acquisition or enter
    into a charter party agreement, as the case may be. If the Company fails to
    deliver a Response Notice within the aforementioned five (5) business days, then
    the Company will be deemed to have declined to purchase or charter-in, as the
    case may be, the Subject Vessel and each of the Grantors, or any entity with
    respect to which Harry N. Vafias is an executive officer, director or the
    principal shareholder, will have the right to own and operate or charter-in the
    same. The Company will have the right to designate any other entity to acquire
    or charter-in the Subject Vessel so long as such entity is an affiliate of the
    Company. The Company shall have no right to assign its rights hereunder except
    as provided in this Section 2.

             3. Notices. All notices, requests, demands and other communications to
    any party hereunder shall be in writing (including prepaid overnight courier,
    facsimile transmission, or similar writing) and shall be given to such party at
    its respective address or facsimile number set forth below or at such other
    address or facsimile numbers as such party may hereafter specify for the purpose
    by notice to the other party hereto. Each such notice, request or other
    communication shall be effective (i) if given by facsimile, when such facsimile
    is transmitted to the facsimile number specified in this Section 3 and
    telephonic confirmation of receipt thereof is obtained or (ii) if given by mail,
    prepaid overnight courier or any other means, when received at the address
    specified in this Section or when delivery at such address is refused.

    Notices to the Grantors shall be made as follows:

               Stealth Maritime
               Appollon Business Center - Building No. 2
               331, Kifissias Avenue, Kifisia
               14561, Athens, Greece
               Phone: +30 210 625 2849
               Fax: +30 210 625 2817

    Notices to the Company shall be made as follows:

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               StealthGas Inc.
               331, Kifissias Avenue, Kifisia
               14561, Athens, Greece
               Phone: +30 210 625 2849
               Fax: +30 210 625 0018-019

             4. Governing Law. This Agreement and the rights and obligations of the
    parties hereto shall be governed by and construed in accordance with the laws of
    England.

             5. Further Assurances. Each of the Grantors agrees to execute,
    acknowledge and deliver all such instruments and take all such actions as the
    Company from time to time may reasonably request in order to further effectuate
    the purposes of this Agreement and to carry out the terms hereof and to better
    assure and confirm to the Company its rights, powers and remedies hereunder.

             6. Binding Effect; Assignment. This Agreement shall be binding upon and
    inure to the benefit of the parties hereto and to their respective heirs,
    executors, administrators, successors and permitted assigns. This Agreement is
    not assignable by either party without the prior written consent of the other
    party except as provided in Section 2 hereof.

             7. Severability. If any term, covenant or condition of this Agreement
    is held to be invalid, illegal or unenforceable in any respect, then this
    Agreement shall be construed as if such invalid, illegal, or unenforceable
    provision or part of a provision had never been contained in this Agreement.

             8. Counterparts. This Agreement may be executed in multiple
    counterparts, each of which shall be deemed an original and all of such
    counterparts together shall constitute one agreement. To facilitate execution of
    this Agreement, the parties may execute and exchange counterparts of signature
    pages by telephone facsimile.

                                [Signature page follows.]

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             IN WITNESS WHEREOF, the parties hereto have executed or caused this
    Agreement to be executed as of the date set forth above.

                                        STEALTH MARITIME CORPORATION S.A.

                                        By:
                                            ----------------------------------------
                                        Name:
                                        Title:

                                        --------------------------------------------
                                        Harry N. Vafias

                                        STEALTHGAS INC.

                                        By:
                                           -----------------------------------------
                                        Name:
                                        Title: