EX-10.6 23 file014.htm STOCK PURCHASE AGREEMENT

    Exhibit 10.6

    The Form of Share Purchase Agreement for the following Identified Vessels is
    identical with respect to each vessel with the exception of the following
    specifications.

    GAS ORACLE

    Owner: Independent Trader Ltd., a Marshall Islands company

    Purchase Price: $5,000,000

    Shares: 100 registered shares, $0.01 par value

    GAS CHIOS

    Owner: Continent Gas Inc., a Marshall Islands company

    Purchase price: $11,000,000

    Shares: 100 registered shares, $0.01 par value

    GAS PRODIGY

    Owner: Gaz de Brazil Inc., a Marshall Islands company

    Purchase price: $9,500,000

    Shares: 100 registered shares, $0.01 par value

    SWEET DREAM

    Owner: Empire Spirit Ltd., a Marshall Islands company

    Purchase Price: $14,000,000

    Shares: 100 registered shares, $0.01 par value

    Exhibit 10.6

                                STOCK PURCHASE AGREEMENT

             This STOCK PURCHASE AGREEMENT dated as of August _____, 2005 (the
    "Agreement"), by and among Stealth Maritime Corporation S.A., a Liberian company
    ("Stealth Maritime"), [            ], a [             ] company (the "Owner"),
    and StealthGas Inc., a Marshall Islands company ("StealthGas").

             WHEREAS, Stealth Maritime caused the Owner to be incorporated and to
    acquire the [  ] (the "Vessel");

             WHEREAS, Stealth Maritime desires to cause the Owner to issue to
    StealthGas [ ] registered shares (the "Shares") of common stock, $[ ] par value,
    of the Owner; and

             WHEREAS, StealthGas desires to pay Stealth Maritime $[      ] as
    consideration for causing the Owner to issue the shares of the Owner;

             NOW, THEREFORE, in consideration of, and subject to, the mutual
    promises, agreements, terms and conditions made herein, and intending to be
    legally bound, the parties hereto do hereby agree as follows: ARTICLE 1.

                                    PURCHASE AND SALE
    Section 1.01. Purchase and Sale of the Shares. Upon the terms and subject to the
    conditions of this Agreement, on the Closing Date, Stealth Maritime shall cause
    the Owner to issue to StealthGas all of its issued and outstanding shares of
    common stock, and StealthGas shall pay to Stealth Maritime the sum of $[ ] in
    cash, in consideration for causing the Owner to issue all of its issued and
    outstanding shares of common stock to StealthGas.
    Section 1.02. Closing. The closing of the purchase and sale of the Shares
    contemplated by this Agreement (the "Closing") shall take place at such time,
    date and place no later than thirty (30) calendar days after satisfaction (or
    waiver as provided herein) of the conditions set forth in Article 4 (other than
    those conditions that by their nature will be satisfied at the Closing) as shall
    be mutually agreed in writing by the parties hereto. The date on which the
    Closing occurs is referred to herein as the "Closing Date." Section 1.03.
    Deliveries. At the Closing, Stealth Maritime will cause the Owner to issue and
    deliver, and the Owner hereby agrees to issue and deliver, to StealthGas stock
    certificates evidencing the Shares duly registered in the name of StealthGas
    with necessary tax stamps affixed against delivery by StealthGas of $[ ] to
    Stealth Maritime by wire transfer of immediately available funds to an account
    designated by Stealth Maritime at least one day prior to the Closing Date.

                                       ARTICLE 2.

                       REPRESENTATIONS AND WARRANTIES OF THE OWNER

         Stealth Maritime represents and warrants to StealthGas that each statement
    contained in this Article 2 is true and correct as of the date hereof.

         Section 2.01. Organization, Authority, Etc. of Stealth Maritime. Stealth
    Maritime is a corporation duly organized, validly existing and in good standing
    under the laws of Liberia, with all requisite corporate authority to conduct its
    business as it is now being conducted and to own its properties and to lease
    those properties leased by it.

         Section 2.02. Organization, Authority, Etc. of the Owner. The Owner is a
    corporation duly organized, validly existing and in good standing under the laws
    of the Marshall Islands, with all requisite corporate authority to own and
    operate the Vessel. The Owner has not conducted any business except business
    related to the ownership and operation of the Vessel nor does the Owner have any
    assets or liabilities other than those associated with the Vessel and such
    business.

         Section 2.03. Material Liabilities. All material liabilities of the Owner
    are reflected in the financial statements of the Vafias Group of LPG Carriers
    for the period ended December 31, 2004 and the six-month period ended June 30,
    2005 which are included in the draft Registration Statement on Form F-1 of
    StealthGas, dated August 29, 2005. Since the date of those financial statements
    the Owner has not incurred any additional material liabilities.

         Section 2.04. Capitalization. The Shares, when issued to StealthGas will be
    duly and validly issued, free of preemptive rights, fully paid and
    non-assessable. The Shares, when so issued, will constitute the only issued and
    outstanding shares of the capital stock of the Owner and there are no
    outstanding options, warrants or other rights entitling any person to acquire
    any capital stock or other securities of the Owner.

         Section 2.05. Operating Condition. The Vessel is in good operating
    condition (subject to normal wear and tear), free from any material defects, the
    Vessel is in-class and is not in need of any material repairs and is insured
    against those types of risks and in amounts of coverage consistent with those
    amounts generally carried by other shipping companies.

         Section 2.06. Consents. Any necessary consents of third parties, including
    any government agency, any lender, charterer or any other person, necessary in
    connection with the issuance of shares of the Owner have been obtained without
    any material conditions.

         Section 2.07. Litigation. As of the date of this Agreement, there are no
    pending or threatened claims, including claims by charterers relating to the
    Vessel.

                                       ARTICLE 3.

                              COVENANTS OF STEALTH MARITIME

         Section 3.01. Indebtedness; Release of Liens. On or prior to the Closing
    Date, Stealth Maritime shall cause all of the Owner's bank debt relating to the
    Vessel to be extinguished. On or prior to the Closing Date, Stealth Maritime
    shall have caused to be released any mortgage,

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    lien, pledge, charge, security interest or any other encumbrance in and upon the
    Owner's assets or properties, including the Vessel. ARTICLE 4.

                                  CONDITIONS TO CLOSING

         Section 4.01. Conditions to Obligations of StealthGas. The obligations of
    StealthGas to consummate the sale of Shares contemplated by this Agreement are
    subject to the satisfaction on or prior to the Closing Date of the condition
    that each of the representations and warranties of Stealth Maritime set forth in
    this Agreement shall be true and correct at and as of the Closing Date as if
    made at and as of the Closing Date and Stealth Maritime shall have performed or
    complied in all material respects with all obligations and covenants required by
    this Agreement to be performed or complied with at or prior to the Closing Date;
    and Stealth Maritime, as of the Closing Date, shall be deemed to have certified
    that the representations and warranties of Stealth Maritime set forth in this
    Agreement are true and correct as if made at and as of the Closing Date and that
    Stealth Maritime has performed or complied in all material respects with all
    obligations and covenants required by this Agreement to be performed or complied
    with at or prior to the Closing Date.

         Section 4.02. Conditions to Obligations of StealthGas and Stealth Maritime.
    The obligations of StealthGas and Stealth Maritime to consummate the sale of
    Shares contemplated by this Agreement are subject to the consummation of the
    initial public offering of the common stock of StealthGas on or prior to the
    Closing Date.

                                       ARTICLE 5.

                                      MISCELLANEOUS

         Section 5.01. Choice of Law. This Agreement shall be construed in
    accordance with the laws of Greece without giving effect to the conflicts of law
    principles thereof.

         Section 5.02. Entire Agreement. This Agreement sets forth the entire
    agreement and understanding of the parties in respect of the transactions
    contemplated herein and supersedes any previous agreements and understandings
    (written or oral), including, without limitation, the memorandum of agreement
    with respect to the sale of the Vessel to a subsidiary of the Owner, among the
    parties or any of them with respect thereto.

         Section 5.03. Binding Effect. This Agreement shall be binding upon and
    inure to the benefit of the parties and their respective successors and
    permitted assigns.

         Section 5.04. Headings. The article and section headings of this Agreement
    are for reference purposes only and are to be given no effect in the
    construction or interpretation of this Agreement.

         Section 5.05. Severability. In case any of the provisions contained in this
    Agreement shall for any reason be held to be invalid, illegal, or unenforceable
    in any respect, any such invalidity, illegality, or unenforceability shall not
    affect any other provision of this Agreement,

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    but this Agreement shall be construed as if such invalid, illegal, or
    unenforceable provision had been limited or modified (consistent with its
    general intent) to the extent necessary to make it valid, legal, and
    enforceable, or if it shall not be possible to so limit or modify such invalid,
    illegal, or unenforceable provision or part of a provision, 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.

         Section 5.06. Amendments. This Agreement may be amended, modified or
    supplemented only by a written instrument signed by StealthGas and Stealth
    Maritime.

         Section 5.07. Counterparts. This Agreement may be executed in counterparts,
    each of which shall be an original but all of which together shall constitute
    one and the same document.

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

                                       STEALTHGAS INC.

                                       By: ____________________________________
                                           Name:
                                           Title:

                                       STEALTH MARITIME CORPORATION S.A.

                                       By: ______________________________________
                                           Name:
                                           Title:

                                       [                     ]

                                       By: ______________________________________
                                           Name:
                                           Title:

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