Common use of Issuance of Certificates Clause in Contracts

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificate, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. The Warrant Agent shall, by 11:00 A.M. New York Time on the business day following the Exercise Date of any Warrant, advise the Company or the transfer agent and registrar in respect of (a) Reasonably promptly the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after the Grant Datesuch exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Participant a stock certificateWarrant Agent, the Warrant Shares to which such registered holder or Participant, as the case may be, is entitled, in fully registered form, registered in the such name of or names as may be directed by such registered holder or the Participant, evidencing as the shares case may be. Upon receipt of Restricted Stock such Warrant Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the third Business Day next succeeding such Exercise Date, transmit such Warrant Shares to or upon the order of the registered holder or Participant, as the case may be. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall instruct use its reasonable best efforts to cause its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on electronically transmit the books Warrant Shares issuable upon exercise to the Depository by crediting the account of the transfer agentDepository or of the Participant through its Deposit Withdrawal Agent Commission system. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) time periods for delivery described in the case of certificated shares, in exchange for the surrender immediately preceding paragraph shall apply to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereoftransmittals described herein. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a Grantee stock certificatecertificates, registered in the name of the ParticipantGrantee, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentStock. The Restricted Stock, if certificated, shall Each such certificate may bear the following legend: “"THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 NASTECH PHARMACEUTICAL COMPANY INC. 2004 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION NASTECH PHARMACEUTICAL COMPANY INC. AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATIONNASTECH PHARMACEUTICAL COMPANY INC.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. " Such legend, electronic coding or stop order legend shall not be removed from such certificates until such shares of Restricted Stock vest. (b) Reasonably promptly after the any such shares of Restricted Stock vests vest pursuant to Section 4 2.1 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate certificates evidencing the such shares of Restricted Stock, Stock delivered to the Participant Grantee under Section 8(a4.2(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant Grantee (or the Participant’s Grantee's legal representative, beneficiary or heir) a certificate certificates evidencing the such shares of Restricted Stock and such other securitiesStock, free of the legend provided in Section 8(a4.2(a) hereof and (ii) hereof, together with any property in respect of such shares held by the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established custodian pursuant to Section 8(a) 4.3 hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b4.2(b) hereof that the Participant Grantee remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant Grantee shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a4.2(a) hereof, and then only from the date such certificate is issued or such book entry is madeissued. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agentcertificate, the Participant Grantee shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability transferability, the forfeiture provisions and the forfeiture provisionsrequirement that dividends be held in escrow until the shares vest, as set forth in this Agreement.

Issuance of Certificates. The Warrant Agent shall, within a reasonable time, advise the Company and the Company’s transfer agent and registrar (the “Transfer Agent”) in respect of (a) Reasonably promptly the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the Grant notation that shall be made to the records maintained by DTC, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company, the Warrant Agent or such Transfer Agent shall reasonably require. So long as the Holder delivers the Warrant Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Warrant Exercise Documents have been delivered to the Company, or, if the Holder does not deliver the Warrant Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the first (1st) Trading Day following the date on which the Warrant Price (or notice of a Cashless Exercise) is delivered (such earlier date, the “Share Delivery Date”), the Company shall cause the Warrant Agent to (X) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver dispatch by overnight courier to the Participant address as specified in the Warrant Exercise Documents, a stock certificate, registered in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. If the Warrant Agent fails for any reason to deliver to such registered holder or Participant, evidencing as the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on case may be, the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be Warrant Shares subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted an exercise notice by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if anyShare Delivery Date, the Company shall pay to the registered holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Weighted Average Price of the Common Stock on the date of the applicable exercise notice), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such Warrant Shares are delivered or the registered holder rescinds such exercise. The Warrant Agent shall have no responsibility for any liquidated damages that may be payable or paid to any registered holder or Participant under this paragraph for any failure by the Warrant Agent to execute, issue and deliver to deliver, on the Participant (or Company’s behalf, the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry sharesWarrant Shares as required by this paragraph. In addition, the Company shall cause to be lifted indemnify and removed hold harmless the Warrant Agent against all claims made against the Warrant Agent for any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof such failure except that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for obligated to provide any purpose such indemnification if it is determined by a final, non-appealable judgment of a court of competent jurisdiction that such failure is due to bethe Warrant Agent’s gross negligence, bad faith or have willful misconduct. If the Warrant Agent fails to comply with the preceding paragraphs in this Section 3.3.2 by the Share Delivery Date, then, without limiting the rights as, a shareholder and immunities of the Company by virtue of the grant of Restricted StockWarrant Agent hereunder, except in addition to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agentother rights it may have hereunder, the registered holder or Participant shall will have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreementrescind its exercise.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a Grantee stock certificatecertificates, registered in the name of the ParticipantGrantee, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentStock. The Restricted Stock, if certificated, shall Each such certificate may bear the following legend: “"THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 NASTECH PHARMACEUTICAL COMPANY INC. 2004 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION NASTECH PHARMACEUTICAL COMPANY INC. AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATIONNASTECH PHARMACEUTICAL COMPANY INC.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. " Such legend, electronic coding or stop order legend shall not be removed from such certificates until such shares of Restricted Stock vest. (b) Reasonably promptly after the any such shares of Restricted Stock vests vest pursuant to Section 4 2.1 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate certificates evidencing the such shares of Restricted Stock, Stock delivered to the Participant Grantee under Section 8(a4.2(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant Grantee (or the Participant’s Grantee's legal representative, beneficiary or heir) a certificate certificates evidencing the such shares of Restricted Stock and such other securitiesStock, free of the legend provided in Section 8(a4.2(a) hereof and (ii) hereof, together with any property in respect of such shares held by the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established custodian pursuant to Section 8(a) 4.3 hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b4.2(b) hereof that the Participant Grantee remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant Grantee shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof therefore pursuant to Section 8(a4.2(a) hereof, and then only from the date such certificate is issued or such book entry is madeissued. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agentcertificate, the Participant Grantee shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability transferability, the forfeiture provisions and the forfeiture provisionsrequirement that dividends be held in escrow until the shares vest, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificatecertificates, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentStock. The Restricted Stock, if certificated, shall Each such certificate may bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order legend shall not be removed from such certificates until such shares of Restricted Stock vest. (b) Reasonably promptly after the any such shares of Restricted Stock vests vest pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate certificates evidencing the such shares of Restricted Stock, delivered to the Participant under Section 8(a7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate certificates evidencing the such shares of Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a7(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b7(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The CommitteeTo the extent permitted by applicable law, in its sole discretion, may permit the Participant to may satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a7(a) hereof, and then only from the date such certificate is issued or such book entry is madeissued. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agentcertificate, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificate, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 2011 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificatecertificates, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentStock. The Restricted Stock, if certificated, shall Each such certificate may bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK GENCO SHIPPING & TRADING LIMITED 2005 EQUITY INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION GENCO SHIPPING & TRADING LIMITED AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATIONGENCO SHIPPING & TRADING LIMITED.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order legend shall not be removed from such certificates until such shares of Restricted Stock vest. (b) Reasonably promptly after the any such shares of Restricted Stock vests vest pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate certificates evidencing the such shares of Restricted Stock, delivered to the Participant under Section 8(a7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate certificates evidencing the such shares of Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a7(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b7(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The CommitteeBoard of Directors, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a7(a) hereof, and then only from the date such certificate is issued or such book entry is madeissued. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agentcertificate, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. The Holder Conversion Right may be exercised by the Holder by the surrender of this Debenture (or of any replacement Debenture issued hereunder) with the conversion notice attached hereto duly executed, at the principal office of the Company or the transfer agent of the Company. Conversion shall be deemed to have been effected on (a) Reasonably in the case of the Holder Conversion Right, the date that such delivery of the Debenture and conversion notice is actually made, or (b) in the case of Mandatory Conversion, the Mandatory Conversion Date (as applicable, the “Conversion Date”). As promptly as practicable, and in any event within three (3) Trading Days, after a Conversion Date and the Grant Company’s receipt of the Debenture being converted (and the conversion notice, if applicable) (such fifth Trading Day thereafter, the “Share Delivery Date”), the Company shall issue and deliver to the Participant Holder a stock certificate, registered certificate or certificates for the number of full shares of Common Stock to which the Holder is entitled (or evidence of the issuance of such shares in book entry form) and a check or cash with respect to any fractional interest in a share of Common Stock as provided in Section 4.4. The Company shall not be obligated to issue Common Stock certificates in the name of any party other than the ParticipantHolders of the respective Debentures, evidencing absent full compliance with the shares provisions of Restricted Section 7 hereof. The person in whose name the certificate or certificates for Common Stock or shall instruct its transfer agent are to issue shares of Restricted Stock which be issued shall be maintained in book entry form deemed to have become a stockholder of record on the books of next succeeding day on which the transfer agentbooks are open, but the Conversion Price shall be that in effect on the Conversion Date. The Restricted StockAll rights with respect to the Debentures (or any portion thereof) that are converted pursuant to this Section 4, if certificatedincluding the rights to receive interest and notices, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATEterminate upon conversion pursuant to this Section 4.2. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares Upon conversion of Restricted Stock are restricted by the terms only a portion of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if anyDebenture, the Company shall issue and deliver to the Participant (or Holder hereof, at the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free expense of the legend provided in Section 8(a) hereof and (ii) in Company, a new Debenture covering the case principal amount of book entry sharesthis Debenture not converted, which new Debenture shall entitle the Company shall cause holder thereof to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of interest on the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit principal amount thereof to the Company an amount sufficient in same extent as if the opinion unconverted portion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cashthis Debenture had not been surrendered for conversion. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificatecertificates, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentStock. The Restricted Stock, if certificated, shall Each such certificate may bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order legend shall not be removed from such certificates until such shares of Restricted Stock vest. (b) Reasonably promptly after the any such shares of Restricted Stock vests vest pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate certificates evidencing the such shares of Restricted Stock, delivered to the Participant under Section 8(a7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate certificates evidencing the such shares of Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a7(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b7(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a7(a) hereof, and then only from the date such certificate is issued or such book entry is madeissued. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agentcertificate, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. On the Initial Closing Date and ------------------------ on each Subsequent Closing Date, the Trust, subject to the provisions of any Trust Supplement relating to the Series or Class of Certificates to be issued and to the provisions of the Note Purchase Agreement or any Subsequent Note Purchase Agreement, as the case may be, shall issue, and the Certificate Trustee shall execute on behalf of the Trust and authenticate and deliver, in fully registered form only, the Certificates of the Series or Class corresponding to the Series or Class of Notes issued on such Initial Closing Date or Subsequent Closing Date, as the case may be, all in accordance with the Note Purchase Agreement or Subsequent Note Purchase Agreement, as the case may be. Each Certificate represents a fractional undivided interest in the corresponding Series or Class of Notes. Prior to the execution and authentication of the Certificates of any Series or Class, the Certificate Trustee shall have received the following: (a) Reasonably promptly after The Series or Class of Notes, duly executed by the Grant DateNote Issuer and authenticated by the Note Trustee, the Company shall issue and deliver corresponding to the Participant a stock certificate, registered in the name Series or Class of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent Certificates to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest.issued; (b) Reasonably promptly after A certificate of an Authorized Officer of the Restricted Stock vests pursuant Note Issuer to the effect that all conditions required to be satisfied under Section 4 hereof, 2.10 of the Note Indenture for the issuance of such Series or Class of Notes and all conditions required to be satisfied under the Note Purchase Agreement or any Subsequent Note Purchase Agreement (i) in as the case of certificated shares, in exchange may be) for the surrender to the Company purchase of the certificate evidencing Notes by the Restricted StockTrust have been satisfied, delivered to the Participant under Section 8(a) hereoftogether with executed copies of all documents, and the certificates evidencing any other securities received in respect certificates, opinions, orders or approvals establishing satisfaction of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof.conditions; (c) The Company may require as a condition An order of an Authorized Officer of the delivery Originator (i) directing the Delaware Trustee and the Certificate Trustee to execute any Trust Supplement to be executed in connection with such Series or Class of stock certificates Certificates, and the Series or Class of Certificates to be issued hereunder or thereunder, (ii) directing the lifting Delaware Trustee to issue the Certificates, (iii) directing the Certificate Trustee on behalf of the Trust to execute the Note Purchase Agreement and (iv) directing the Certificate Trustee to execute on behalf of the Trust and authenticate, as Authentication Agent, and deliver such Series or removal Class of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit such Certificates to the Company an amount sufficient Underwriters named in said order for the opinion purchase price specified therein and directing the application of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash.proceeds thereof; (d) The Participant shall not be deemed for any purpose A certificate of an Authorized Officer of the Note Issuer to bethe effect that no Note Event of Default, or any event or condition, which with the passage of time or the serving of notice, would become a Note Event of Default, has occurred or is occurring under the Note Indenture; (e) An Opinion of Counsel, portions of which may be delivered by counsel to the Originator and portions of which may be delivered by counsel to the Delaware Trustee, the Certificate Trustee or the Trust, to the effect that: (i) the Trust is a duly organized and validly existing business trust under the Business Trust Statute and is in good standing; (ii) this Trust Agreement and any Trust Supplement to be executed in connection with such Series or Class of Certificates has been duly qualified under the Trust Indenture Act or no such qualification is necessary; (iii) all instruments furnished to the Delaware Trustee or the Certificate Trustee conform to the requirements of this Trust Agreement and constitute all documents required to be delivered hereunder or any Trust Supplement to authorize the Delaware Trustee to execute and the Certificate Trustee to authenticate and deliver the Series or Class of Certificates to be issued; (iv) the Trust has the power and authority to execute and deliver the Trust Agreement and any Trust Supplement and to issue the Certificates; (v) this Trust Agreement and any Trust Supplement have rights asbeen duly authorized, a shareholder executed and delivered by the parties hereto; (vi) the Certificates to be issued have been duly authorized and executed and, when authenticated in accordance with the provisions of this Trust Agreement and any Trust Supplement and delivered, will be validly issued by the Trust entitled to the benefits of this Trust Agreement and any Trust Supplement; (vii) this Trust Agreement and any Trust Supplement are valid and binding agreements of the Company by virtue parties hereto, enforceable in accordance with their respective terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally, general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and applicable public policy regarding rights of indemnification; (viii) the Trust constitutes a "special purpose trust" under Section 63010 of the grant California Government Code and a "financing entity" under Section 840 of Restricted Stockthe PU Code, except and the Certificates constitute "rate reduction bonds" under Section 840 of the PU Code and the Holders of the Certificates are entitled to the extent a stock certificate rights and benefits thereunder; and (ix) such other matters as the Certificate Trustee or the Delaware Trustee may reasonably require. (f) If any Swap is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon be executed in connection with the issuance of any Series or Class of Certificates (i) a stock certificate or Trust Supplement providing the making of an appropriate book entry on following: (A) the books form of the transfer agentSwap to be executed by the Trust, the Participant shall have the rights of together with a shareholder with respect direction to the Restricted Stock, including Certificate Trustee to execute and deliver the right to vote Swap on behalf of the shares, subject to Trust upon the restrictions on transferability and the forfeiture provisions, as satisfaction of any conditions set forth in this Agreement.such Trust Supplement; (B) a description of the manner by which interest will be calculated on the Series or Class of Certificates to which the Swap relates, together with the form of such Series or Class of Certificates; (C) such other matters as the Originator may reasonably deem appropriate, or the Certificate Trustee or Delaware Trustee may reasonably request, and which are not inconsistent with the provisions hereof; and

Issuance of Certificates. On the Initial Closing Date and ------------------------ on each Subsequent Closing Date, the Trust, subject to the provisions of the Trust Supplement relating to the Series or Class of Certificates to be issued and to the provisions of the Note Purchase Agreement or any Subsequent Note Purchase Agreement, as the case may be, shall issue, and the Certificate Trustee shall execute on behalf of the Trust and authenticate and deliver, in fully registered form only, the Certificates of the Series or Class corresponding to the Series or Class of Notes issued on such Initial Closing Date or Subsequent Closing Date, as the case may be, all in accordance with the Note Purchase Agreement or Subsequent Note Purchase Agreement, as the case may be. Each Certificate represents a fractional undivided beneficial interest in a corresponding Series or Class of Notes and the proceeds thereof, together with payments made on any related Swap. Prior to the execution and authentication of the Certificates of any Series or Class, the Certificate Trustee shall have received the following: (a) Reasonably promptly after The Series or Class of Notes, duly executed by the Grant DateNote Issuer and authenticated by the Note Trustee, the Company shall issue and deliver corresponding to the Participant a stock certificate, registered in the name Series or Class of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent Certificates to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest.issued; (b) Reasonably promptly after A certificate of an Authorized Officer of the Restricted Stock vests pursuant Note Issuer to the effect that all conditions required to be satisfied under Section 4 hereof, 2.10 of the Note Indenture for the issuance of such Series or Class of Notes and all conditions required to be satisfied under the Note Purchase Agreement or any Subsequent Note Purchase Agreement (i) in as the case of certificated shares, in exchange may be) for the surrender to the Company purchase of the certificate evidencing Notes by the Restricted StockTrust have been satisfied, delivered to the Participant under Section 8(a) hereoftogether with executed copies of all documents, and the certificates evidencing any other securities received in respect certificates, opinions, orders or approvals establishing satisfaction of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof.conditions; (c) The Company may require as a condition An order of an Authorized Officer of the delivery Originator (i) directing the Delaware Trustee and the Certificate Trustee to execute any Trust Supplement to be executed in connection with such Series or Class of stock certificates Certificates, and the Series or Class of Certificates to be issued hereunder or thereunder, (ii) directing the lifting Certificate Trustee on behalf of the Trust to execute the Note Purchase Agreement and (iii) directing the Certificate Trustee to execute on behalf of the Trust, authenticate, as Authentication Agent, and deliver such Series or removal Class of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit such Certificates to the Company an amount sufficient Underwriters named in said order for the opinion purchase price specified therein and directing the application of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash.proceeds thereof; (d) The Participant shall not [Reserved.] (e) An Opinion of Counsel, portions of which may be deemed for any purpose delivered by counsel to the Originator and portions of which may be delivered by counsel to the Delaware Trustee, the Certificate Trustee, the Originator or the Trust, dated the Initial Closing Date or the related Subsequent Closing Date, as the case may be, or have rights asin each case subject to the customary exceptions, a shareholder qualifications and assumptions contained therein (which may include, for the purpose of the Company Initial Closing Date, the assumption that the Financing Order has been duly authorized by virtue the CPUC and is in full force and effect), to the effect that: (i) this Trust Agreement and any Trust Supplement have been duly authorized, executed and delivered by the parties hereto; (ii) this Trust Agreement and any Trust Supplement are valid and binding agreements of the grant parties hereto, enforceable in accordance with their respective terms except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws relating to or affecting the enforcement of Restricted Stockcreditors' rights generally, except by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and the limitations on legal remedies against public agencies in the State of California; (iii) all instruments furnished to the extent a stock certificate is issued therefor Delaware Trustee or an appropriate book entry is made on the books Certificate Trustee as conditions precedent to the delivery of the transfer agent reflecting Certificates conform to the issuance thereof pursuant requirements of the Trust Agreement and constitute all documents required to Section 8(abe delivered thereunder to authorize the Certificate Trustee to execute, authenticate and deliver the Certificates; (iv) hereofthe Certificates to be issued have been duly authorized and executed and, when authenticated in accordance with the provisions of this Trust Agreement and then only from any Trust Supplement and delivered, will be validly issued by the date such certificate is issued Trust and entitled to the benefits of this Trust Agreement and any Trust Supplement; (v) the Note Purchase Agreement, including any supplements or such book entry is made. Upon amendments thereto entered into in connection with the issuance of any Series or Class of Notes, has been duly executed and delivered by the Trust and constitutes the legal, valid and binding agreement of the Trust, enforceable against the Trust in accordance with its terms; (vi) the Trust is a stock certificate duly organized and validly existing business trust under the Business Trust Statute and is in good standing; (vii) this Trust Agreement and any Trust Supplement to be executed in connection with such Series or Class of Certificates have been duly qualified under the Trust Indenture Act or no such qualification is necessary; (viii) the Trust constitutes a "special purpose trust" under Section 63010 of the California Government Code and a "financing entity" under Section 840 of the PU Code, and the Certificates constitute "rate reduction bonds" under Section 840 of the PU Code and the Holders of the Certificates are entitled to the rights and benefits thereunder; (ix) the issuance of the Series or Class of Certificates shall not adversely affect the status of the Trust as a grantor trust not taxable as a corporation for federal income tax purposes; and (x) such other matters as the Certificate Trustee or the making Delaware Trustee may reasonably require. (f) [Reserved.] (g) Sufficient funds to pay the purchase price for the related Series or Class of an appropriate book entry on the books Notes, as specified in Section 1(b) of the transfer agent, the Participant Note Purchase Agreement; (h) The Rating Agency Condition shall have the rights of a shareholder been satisfied with respect to the Restricted Stockissuance of the Series or Class of Certificates and the execution of any related Swap; and (i) If any Swap is to be executed in connection with the issuance of any Series or Class of Certificates: (i) a Trust Supplement providing the following: (A) the form of the Swap to be executed by the Trust, including the right to vote the shares, subject together with a direction to the restrictions Certificate Trustee from the Originator to execute and deliver the Swap on transferability and behalf of the forfeiture provisions, as Trust upon the satisfaction of any conditions set forth in this Agreementsuch Trust Supplement; (B) a description of the manner by which interest will be calculated on the Series or Class of Certificates to which the Swap relates, together with the form of such Series or Class of Certificates; (C) the form of the Certificate for such Series or Class; (D) such other matters as the Originator may reasonably deem appropriate, or the Certificate Trustee or Delaware Trustee may reasonably request, and that are not inconsistent with the provisions hereof; and (ii) the Originator shall provide evidence satisfactory to the Certificate Trustee that the Rating Agency Condition will be satisfied with respect to the issuance of such Series or Class of Certificates.

Issuance of Certificates. (a) Reasonably promptly after the Grant DateDate for any shares of Restricted Stock that have not theretofore been forfeited, provided that the Company has received a stock power endorsed by the Participant in blank with respect to such shares of Restricted Stock, the Company shall issue and deliver to the Participant a stock certificatecertificates, registered in the name of the Participant, evidencing the such shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentStock. The Restricted Stock, if certificated, Each such certificate shall bear the following legend: “"THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 LP INNOVATIONS, INC. 2003 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION LP INNOVATIONS, INC. AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATIONLP INNOVATIONS, INC.” If " Such legend shall not be removed from such certificates. (b) Each certificate issued pursuant to Section 9(a) hereof, together with the stock powers relating to such shares of Restricted Stock is in book entry formStock, it shall be subject deposited by the Company with a custodian designated by the Company. The Company may designate itself as custodian hereunder. The Company shall cause such custodian to electronic coding or stop order indicating that issue to the Participant a receipt evidencing the certificates held by it which are registered in the name of the Participant. (c) Reasonably promptly after any such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests vest pursuant to Section 4 5 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted distributed certificates evidencing such shares of Restricted Stock and removed shall cause such certificates to be delivered to the Participant (or such Participant's legal representative, beneficiary or heir), together with any electronic coding or stop order established other property in respect of such shares held by the custodian pursuant to Section 8(a) 11 hereof. (c) . The Company may require as a condition of the such delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting expiration of restrictions on the shares represented by such certificate. The CommitteeCompany, in its sole discretiondiscretion and upon the request of the Participant, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their having a Fair Market Value on the Vesting Date with fractional shares being settled in cashvesting date equal to the amount of tax to be withheld. (d) The Participant shall not be deemed for any purpose all purposes to be, or and to have rights as, as a shareholder of the Company by virtue of the grant of Restricted Stock, except Grant only to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof therefore pursuant to Section 8(a9(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon which shall be no later than thirty (30) Business Days from the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this AgreementGrant Date.

Issuance of Certificates. On the Initial Closing Date and ------------------------ on each Subsequent Closing Date, the Trust, subject to the provisions of any Trust Supplement relating to the Series or Class of Certificates to be issued and to the provisions of the Note Purchase Agreement or any Subsequent Note Purchase Agreement, as the case may be, shall issue, and the Certificate Trustee shall execute on behalf of the Trust and authenticate and deliver, in fully registered form only, the Certificates of the Series or Class corresponding to the Series or Class of Notes issued on such Initial Closing Date or Subsequent Closing Date, as the case may be, all in accordance with the Note Purchase Agreement or Subsequent Note Purchase Agreement, as the case may be. Each Certificate represents a fractional undivided beneficial interest in a corresponding Series or Class of Notes and the proceeds thereof, together with payments made on any related Swap. Prior to the execution and authentication of the Certificates of any Series or Class, the Certificate Trustee shall have received the following: (a) Reasonably promptly after The Series or Class of Notes, duly executed by the Grant DateNote Issuer and authenticated by the Note Trustee, the Company shall issue and deliver corresponding to the Participant a stock certificate, registered in the name Series or Class of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent Certificates to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest.issued; (b) Reasonably promptly after A certificate of an Authorized Officer of the Restricted Stock vests pursuant Note Issuer to the effect that all conditions required to be satisfied under Section 4 hereof, 2.10 of the Note Indenture for the issuance of such Series or Class of Notes and all conditions required to be satisfied under the Note Purchase Agreement or any Subsequent Note Purchase Agreement (i) in as the case of certificated shares, in exchange may be) for the surrender to the Company purchase of the certificate evidencing Notes by the Restricted StockTrust have been satisfied, delivered to the Participant under Section 8(a) hereoftogether with executed copies of all documents, and the certificates evidencing any other securities received in respect certificates, opinions, orders or approvals establishing satisfaction of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof.conditions; (c) The Company may require as a condition An order of an Authorized Officer of the delivery Originator (i) directing the Delaware Trustee and the Certificate Trustee to execute any Trust Supplement to be executed in connection with such Series or Class of stock certificates Certificates, and the Series or Class of Certificates to be issued hereunder or thereunder, (ii) directing the lifting Certificate Trustee on behalf of the Trust to execute the Note Purchase Agreement and (iv) directing the Certificate Trustee to execute on behalf of the Trust, authenticate, as Authentication Agent, and deliver such Series or removal Class of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit such Certificates to the Company an amount sufficient Underwriters named in said order for the opinion purchase price specified therein and directing the application of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash.proceeds thereof; (d) The Participant shall not be deemed for any purpose A certificate of an Authorized Officer of the Note Issuer to bethe effect that no Note Event of Default, or any event or condition that, with the passage of time or the serving of notice, would become a Note Event of Default, has occurred or is occurring under the Note Indenture; (e) An Opinion of Counsel, portions of which may be delivered by counsel to the Originator and portions of which may be delivered by counsel to the Delaware Trustee, the Certificate Trustee, the Originator or the Trust, to the effect that: (i) this Trust Agreement and any Trust Supplement have rights asbeen duly authorized, a shareholder executed and delivered by the parties hereto; (ii) this Trust Agreement and any Trust Supplement are valid and binding agreements of the Company parties hereto, enforceable in accordance with their respective terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance and other similar laws affecting the rights of creditors generally, general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and applicable public policy regarding rights of indemnification; (iii) all instruments furnished to the Delaware Trustee or the Certificate Trustee conform to the requirements of this Trust Agreement and constitute all documents required to be delivered hereunder or any Trust Supplement to authorize the Certificate Trustee to execute, authenticate and deliver the Series or Class of Certificates to be issued; (iv) the Certificates to be issued have been duly authorized and executed and, when authenticated in accordance with the provisions of this Trust Agreement and any Trust Supplement and delivered, will be validly issued by virtue the Trust entitled to the benefits of this Trust Agreement and any Trust Supplement; (v) the Trust is a duly organized and validly existing business trust under the Business Trust Statute and is in good standing; (vi) this Trust Agreement and any Trust Supplement to be executed in connection with such Series or Class of Certificates have been duly qualified under the Trust Indenture Act or no such qualification is necessary; (vii) the Trust constitutes a "special purpose trust" under Section 63010 of the grant California Government Code and a "financing entity" under Section 840 of Restricted Stockthe PU Code, except and the Certificates constitute "rate reduction bonds" under Section 840 of the PU Code and the Holders of the Certificates are entitled to the rights and benefits thereunder; and (viii) such other matters as the Certificate Trustee or the Delaware Trustee may reasonably require. (f) A certified copy of the Advice Letters relating to such Series or Class of Notes and Certificates; (g) Sufficient funds to pay the purchase price for the related Series or Class of Notes, as well as the cost of issuance of the related Series or Class of Certificates (to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(anot payable from Note proceeds); (h) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant The Rating Agency Condition shall have the rights of a shareholder been satisfied with respect to the Restricted Stockissuance of the Series or Class of Certificates and the execution of any related Swap; (i) The issuance of the Series or Class of Certificates shall not adversely affect the status of the Trust as a grantor trust not taxable as a corporation for federal income tax purposes; and (j) If any Swap is to be executed in connection with the issuance of any Series or Class of Certificates: (i) a Trust Supplement providing the following: (A) the form of the Swap to be executed by the Trust, including the right to vote the shares, subject together with a direction to the restrictions Certificate Trustee from the Originator to execute and deliver the Swap on transferability and behalf of the forfeiture provisions, as Trust upon the satisfaction of any conditions set forth in this Agreementsuch Trust Supplement; (B) a description of the manner by which interest will be calculated on the Series or Class of Certificates to which the Swap relates, together with the form of such Series or Class of Certificates; (C) the form of the Certificate for such Series or Class; (D) such other matters as the Originator may reasonably deem appropriate, or the Certificate Trustee or Delaware Trustee may reasonably request, and that are not inconsistent with the provisions hereof; and (ii) the Originator shall provide evidence satisfactory to the Certificate Trustee that the Rating Agency Condition will be satisfied with respect to the issuance of such Series or Class of Certificates.

Issuance of Certificates. (a) Reasonably promptly As soon as practicable after the Grant Dateexercise of any Warrant and the clearance of the funds in payment of the Warrant Price, the Warrant Agent shall advise the Company and its transfer agent regarding (i) the number of Warrant Shares issuable upon such exercise in accordance with the terms and conditions of this Warrant Agreement, (ii) the instructions of each Holder (as defined in the Warrant Certificate) or Participant, as they case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, (iii) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (iv) such other information as the Company or such transfer agent and registrar shall reasonably require. Promptly thereafter and within the time period set forth in the Warrants, the Company shall issue and deliver to the Participant a stock certificate, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares to the Registered Holder of Restricted Stock such Warrant a certificate or certificates representing the number of full Common Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, provided, in lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, and provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Registered Holder by crediting the account of the Participant of record with the Depository or through its Deposit Withdrawal Agent Commission system. If such Warrant shall not have been exercised or surrendered in full, in case of a Book-Entry Warrant Certificate, a notation shall be made to the records maintained in book entry form on by the books Depository or nominee for each Book-Entry Warrant Certificate, evidencing the balance, if any, of the transfer agentWarrants remaining after such exercise. The Restricted StockNotwithstanding the foregoing, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order Company shall not be removed until obligated to deliver any securities pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the Common Shares issuable upon exercise of such shares Warrants is effective and a current prospectus relating to the Common Shares issuable upon exercise of Restricted Stock vest. the Warrants is available for delivery to the Registered Holder of the Warrant or (b) Reasonably promptly after in the Restricted Stock vests pursuant absence of a registration statement under the Act with respect to Section 4 hereofthe offer and sale of the Common Shares and a current prospectus relating to the Common Shares, (i) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides; provided that in the case of certificated sharesa Registration Failure Cashless Exercise, in exchange for no registration statement under the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder Act with respect to the Restricted Stock, including the right to vote the shares, subject Common Shares and no current prospectus relating to the restrictions on transferability Common Shares, and no opinion of counsel shall be required. Until otherwise advised in writing by the forfeiture provisionsCompany, as set forth the Warrant Agent shall always be entitled to assume that either clause (a) or clause (b) is in this Agreementeffect and shall incur no liability in making such assumption. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In the event such an exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. Upon the exercise of the Underwriter's Unit Option Warrant, the issuance of certificates for the Unit Warrants and Unit Shares or other securities, properties or rights underlying such Underwriter's Unit Option Warrant, shall be made forthwith (aand in any event within five (5) Reasonably promptly after business days thereafter) without charge to the Grant DateHolder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall issue and deliver not be required to the Participant a stock certificate, registered pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement Underwriter and the Plan. Such legend, electronic coding or stop order Company shall not be removed required to issue or deliver such certificates unless or until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in person or persons requesting the case of certificated shares, in exchange for the surrender issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, Company that such tax has been paid. The Underwriter's Unit Option Warrants and the certificates evidencing any other securities received in respect of such shares, if any, representing the Company shall issue Unit Warrants and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free Unit Shares issuable upon exercise of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company Underwriter's Unit Option Warrant shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value executed on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder behalf of the Company by virtue the manual or facsimile signature of the grant Chairman or Vice Chairman of Restricted Stockthe Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, except attested to by the manual or facsimile signature of the then present Secretary or Assistant Secretary of the Company. The Underwriter's Unit Option Warrants shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. The certificates representing the Unit Warrants and Unit Shares issuable upon exercise of the Underwriter's Unit Option Warrants shall be identical in form and substance to those issued and sold to the extent a stock certificate is issued therefor or an appropriate book entry is made on public in connection with the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted StockPublic Offering, including the right to vote terms of redemption for the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this AgreementClass A Warrants.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificatecertificates, registered in the name of the ParticipantGrantee, evidencing the shares of Restricted Stock or shall instruct its transfer agent make (or cause to issue be made) an appropriate book entry reflecting the Grantee’s ownership of the shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentStock. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 VICI PROPERTIES INC. 2017 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION VICI PROPERTIES INC. AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vestVICI PROPERTIES INC. (b) Each certificate issued pursuant to Section 7(a) hereof, together with the stock powers relating to such shares of Restricted Stock, shall be held in the custody of the Company. The Company shall issue to the Grantee a receipt evidencing the certificates held by it which are registered in the name of the Grantee. (c) Reasonably promptly after the Restricted Stock vests pursuant to restrictions on transferability set forth in Section 4 hereof5 hereof lapse, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate receipt evidencing the Restricted Stock, delivered to the Participant Grantee under Section 8(a7(b) hereof, and the certificates receipts evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant Grantee (or the ParticipantGrantee’s legal representative, beneficiary or heir) a the certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a7(a) hereof. (cd) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b7(c) hereof that the Participant Grantee remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The CommitteeAdministrator, in its sole discretion, may permit the Participant Grantee to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (de) The Participant Grantee shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a7(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agententry, the Participant Grantee shall have all of the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly As soon as practicable after the Grant Dateexercise of any Class A Warrant, the Company shall issue and deliver to the Participant registered holder of such Class A Warrant a stock certificatecertificate or certificates for the number of full shares of Common Stock and full Class B Warrants to which such registered holder is entitled, registered in such name or names as may be directed by the name registered holder, and if such Class A Warrant shall not have been exercised in full, a new countersigned Class A Warrant for the number of the Participant, evidencing the shares of Restricted Common Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order number of Class B Warrants as to which such Class A Warrant shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly have been exercised. As soon as practicable after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case exercise of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if anyClass B Warrant, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) registered holder of such Class B Warrant a certificate evidencing or certificates for the Restricted number of full shares of Common Stock and full Class C Warrants to which such other securitiesregistered holder is entitled, free registered in such name or names as may be directed by the registered holder, and if such Class B Warrant shall not have been exercised in full, a new countersigned Class B Warrant for the number of shares of Common Stock and the legend provided in Section 8(a) hereof and (ii) in number of Class C Warrants as to which such Class B Warrant shall not have been exercised. As soon as practicable after the case exercise of book entry sharesany Class C Warrant, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit issue to the Company an amount sufficient in registered holder of such Class C Warrant a certificate or certificates for the opinion number of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering full shares of Common Stock to which such registered holder is entitled, registered in such name or names as may be directed by directing the Company to withhold from delivery registered holder, and if such Class C Warrant shall not have been exercised in full, a new countersigned Class C Warrant for the number of shares of Common StockStock as to which such Class C Warrant shall not have been exercised. Notwithstanding the foregoing, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant Company shall not be deemed for obligated to deliver any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except securities pursuant to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance exercise of a stock certificate or Warrant unless a registration statement under the making Securities Act of an appropriate book entry on the books of the transfer agent1933, the Participant shall have the rights of a shareholder with respect to the Restricted Stocksecurities is then currently effective. Warrants may not be exercised by, including the right to vote the sharesor securities issued to, subject to the restrictions on transferability and the forfeiture provisions, as set forth any registered holder in this Agreementany state in which such exercise would be unlawful.

Issuance of Certificates. Upon the exercise of the Warrants for cash, the issuance of certificates for the Warrant Shares purchased shall be made forthwith without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (asubject to the provisions of Article 5 hereof) Reasonably promptly after be issued in the Grant Datename of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue and or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Participant a stock certificate, registered in Company the name amount of such tax or shall have established to the satisfaction of the Participant, evidencing Company that such tax has been paid. The Warrant Certificate and the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which certificates representing the Warrant Shares shall be maintained in book entry form executed on the books behalf of the transfer agentCompany by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. The Restricted StockWarrant Certificate shall be dated the date hereof and certificates representing the Warrant Shares shall be dated the date of execution by the Company upon initial issuance, if certificateddivision, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Warrant Shares shall bear a legend substantially similar to the following legendfollowing: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO HAVE NOT BEEN REGISTERED UNDER THE TERMS SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATIONCOMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificatecertificates, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentStock. The Restricted Stock, if certificated, shall Each such certificate may bear the following legend: “"THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 ATMI, INC. 2003 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION ATMI, INC. AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATIONATMI, INC.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. " Such legend, electronic coding or stop order legend shall not be removed from such certificates until such shares of Restricted Stock vest. (b) Reasonably promptly after the any such shares of Restricted Stock vests vest pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate certificates evidencing the such shares of Restricted Stock, Stock delivered to the Participant under Section 8(a7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s 's legal representative, beneficiary or heir) a certificate certificates evidencing the such shares of Restricted Stock and such other securitiesStock, free of the legend provided in Section 8(a7(a) hereof and (ii) hereof, together with any property in respect of such shares held by the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established custodian pursuant to Section 8(a) 8 hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b7(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a7(a) hereof, and then only from the date such certificate is issued or such book entry is madeissued. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agentcertificate, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability transferability, the forfeiture provisions and the forfeiture provisionsrequirement that dividends be held in escrow until the shares vest, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after the Grant Dateexpiration or termination of the waiting period under the HSR Act, the Company shall issue and deliver to the Participant a stock certificatecertificates, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentStock. The Restricted Stock, if certificated, shall Each such certificate may bear the following legend: “"THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. " Such legend, electronic coding or stop order legend shall not be removed from such certificates until such shares of Restricted Stock vest. (b) Reasonably promptly after the any such shares of Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated sharesvest hereunder, in exchange for the surrender to the Company of the certificate certificates evidencing the such shares of Restricted Stock, delivered to the Participant under Section 8(a7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s 's legal representative, beneficiary or heir) a certificate certificates evidencing the such shares of Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a7(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b7(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The CommitteeTo the extent permitted by applicable law, in its the Participant may, at his sole discretion, may permit the Participant to satisfy such obligation by by: (i) paying cash; (ii) delivering shares of Common Stock or by Stock; (iii) directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Stock otherwise deliverable to the Participant hereunder; or (iv) any combination of the foregoing. The value of the shares tendered pursuant to clause (ii) of this Section 7(c) shall be determined based on the Fair Market Value of such shares on the date they are validly tendered to the Company and the value of the shares withheld pursuant to clause (iii) of this Section 7(c) shall be determined based on the Fair Market Value of such shares on the later of date the Participant's irrevocably directs the Company to withhold such shares or the Vesting Date with fractional Date. Fractional shares being will be settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a7(a) hereof, and then only from the date such certificate is issued or such book entry is madeissued. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agentcertificate, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly As soon as practicable after the Grant Dateexercise of this Warrant, and in any event within three trading days thereafter (the “Delivery Deadline”), the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct: (i) if exercised in whole, a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; provided that in the event the Company’s transfer agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Registered Holder in connection with the Registered Holder’s sale of such Warrant Shares pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, the Company shall issue and deliver credit such aggregate number of shares of Common Stock to which the Registered Holder is entitled pursuant to such exercise to the Participant Registered Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system; and (ii) if exercise in part, at the request of a stock certificateRegistered Holder, registered a new warrant or warrants (dated the date hereof) of like tenor, calling in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form aggregate on the books face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that number of such shares of Restricted Stock are restricted by called for on the terms face of this Agreement and Warrant minus the Plan. Such legendnumber of Warrant Shares for which this Warrant was so exercised (which, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated sharesan exercise pursuant to subsection 1(b), in exchange for shall include both the surrender number of Warrant Shares issued to the Company of the certificate evidencing the Restricted Stock, delivered Registered Holder pursuant to the Participant under Section 8(a) hereof, such partial exercise and the certificates evidencing any other securities received in respect number of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, Warrant Shares subject to the restrictions on transferability and portion of the forfeiture provisions, as set forth Warrant being cancelled in this Agreementpayment of the Purchase Price).

Issuance of Certificates. (a) Reasonably promptly As soon as practicable after the Grant Date, exercise of any Warrant and the Company shall issue and deliver to the Participant a stock certificate, registered in the name clearance of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained funds in book entry form on the books payment of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry sharesExercise Price, the Company shall cause its Transfer Agent to issue to the Holder of such Warrant a certificate or certificates representing the number of full shares of NeoStem Common Stock to which he, she or it is entitled, registered in such name or names as may be lifted and removed directed by him, her or it. Notwithstanding the foregoing, the Company shall not be obligated to deliver any electronic coding or stop order established securities pursuant to Section 8(athe exercise of a Warrant unless (a) hereof. a registration statement under the Securities Act of 1933 (cthe “Securities Act”) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit NeoStem Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the Company an amount sufficient shares of NeoStem Common Stock issuable upon exercise of the Warrants is available for delivery to the Holders or (b) in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related counsel to the vesting Company, the exercise of the shares represented by Warrants is exempt from the registration requirements of the Securities Act and such certificatesecurities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the registered holder resides. The Committee, in its sole discretion, Warrants may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to beexercised by, or have rights assecurities issued to, any Holder in any state in which such exercise or issuance would be unlawful. In the event that a shareholder of registration statement under the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder Securities Act with respect to the Restricted StockNeoStem Common Stock underlying the Warrants is not effective or a current prospectus is not available, including a Holder shall not be entitled to exercise his, her or its Warrants unless an exemption from registration is available. In the right to vote event that during the shares, subject last 20 business days immediately prior to the restrictions Expiration Date both (i) a registration statement with respect to the NeoStem Common Stock underlying the Warrants is not effective or a current prospectus is not available and (ii) the Exercise Price of the Warrants is less than the price at which the NeoStem Common Stock is trading on transferability the NYSE Amex (or if the NeoStem Common Stock is no longer trading on the NYSE Amex, such other stock exchange on which the shares of NeoStem Common Stock trades), the Exercise Period shall automatically be extended for a period of 20 business days after the date that the Company causes a registration statement covering the NeoStem Common Stock underlying the Warrants to be effective and a current prospectus is made available. In no event will the forfeiture provisions, as set forth in this AgreementCompany be required to “net cash settle” the warrant exercise.

Issuance of Certificates. (a) Reasonably promptly after Upon receipt of a Warrant Certificate at or prior to the Grant Close of Business on the Expiration Date, with the executed Exercise Notice, accompanied by payment of the Exercise Price for the shares to be purchased and an amount equal to any applicable tax, governmental charge or expense reimbursement referred to in Section 6 in cash, or by certified check or bank draft payable to the order of the Company shall issue and deliver to the Participant a stock certificate(or, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated sharesthe Holder of a Book-Entry Warrant Certificate, in exchange for the surrender to the Company delivery of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, executed Exercise Notice and the certificates evidencing payment of the Exercise Price and any other securities received in respect of such shares, if anyapplicable amounts as set forth herein), the Company Warrant Agent shall issue and deliver use reasonable efforts to cause the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause Warrant Shares to be lifted and removed any electronic coding or stop order established pursuant to Section 8(adelivered within three (3) hereof. (c) The Company may require as a condition Business Days of the delivery of stock certificates the executed Exercise Notice (such date, the “Warrant Share Delivery Date”) registered in such name or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof names as may be designated by such Holder, provided that the Participant remit Warrant Agent shall not be liable to the Company an amount sufficient or the Holder for any damages arising out of the failure to deliver the Warrant Shares by any specified date. If the Holder has not received delivery of a certificate or certificates representing the Warrant Shares (or a credit to the account of the Holder's prime broker through the DWAC system (as below defined)) by the Warrant Share Delivery Date, the Holder will have the right to rescind the exercise of the Warrant at any time after the Warrant Share Delivery Date and prior to delivery of the Warrant Shares (or a credit to the account of the Holder's prime broker through the DWAC system). Notwithstanding the foregoing, if the Company is then a participant in the opinion Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) system of the Company to satisfy any federal, state Depository and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (dA) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate there is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon effective registration statement permitting the issuance of a stock certificate the Warrant Shares to or the making of an appropriate book entry on the books resale of the transfer agentWarrant Shares by Holder or (B) the Warrant is being exercised via cashless exercise, the Participant certificates for Warrant Shares shall have be transmitted by the rights of a shareholder with respect Warrant Agent to the Restricted Stock, including Holder by crediting the right to vote account of the shares, subject to Holder's prime broker with the restrictions on transferability and the forfeiture provisions, as set forth in this AgreementDepository through its DWAC system.

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares shall be made forthwith (aand in any event within five business days thereafter) Reasonably promptly after without charge to the Grant DateHolder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue and or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Participant a stock certificate, registered in Company the name amount of such tax or shall have established to satisfaction of the Participant, evidencing Company that such tax has been paid. The Warrant Certificates and the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which certificates representing the Shares shall be maintained in book entry form executed on the books behalf of the transfer agentCompany by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive officer or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. 2 The Restricted StockWarrant Certificates and, if certificatedupon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following legendfollowing: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (II) TO THE TERMS EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III) UPON THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE DELIVERY BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY COMPANY OF GENERAL MARITIME CORPORATIONAN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares shall be made forthwith (aand in any event within ten business days thereafter) Reasonably promptly after without charge to the Grant DateHolder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall issue and deliver not be required to the Participant a stock certificate, registered pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement Holder and the Plan. Such legend, electronic coding or stop order Company shall not be removed required to issue or deliver such certificates unless or until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in person or persons requesting the case of certificated shares, in exchange for the surrender issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, Company that such tax has been paid. The Warrant Certificates and the certificates evidencing any other securities received in respect of such shares, if any, representing the Company Shares shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value executed on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder behalf of the Company by virtue the manual or facsimile signature of duly authorized officers of the grant Company. Warrant Certificates shall be dated the date of Restricted Stockexecution by the Company upon initial issuance, except division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereoffollowing: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and then only from the date such certificate is issued or such book entry is madeAS AMENDED. Upon the issuance of a stock certificate THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION OR NO-ACTION LETTER ISSUED BY THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE SECURITYHOLDERS AGREEMENT, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM DOSK▇▇▇▇ ▇▇▇UFACTURING COMPANY, INC. AND ANY SUCCESSOR THERETO." If any Warrant Certificates or the making of an appropriate book entry on certificates representing the books of the transfer agent, the Participant shall have the rights of a shareholder with respect Shares cease to the Restricted Stock, including the right to vote the shares, be subject to the any and all restrictions on transferability and the forfeiture provisions, as transfer set forth in this the Securityholders Agreement, the Company shall, upon the written request of the holder thereof, issue to such holder without charging therefor a new certificate evidencing such Warrant Certificates or the certificates representing the Shares of the Company without the second sentence of the legend required by the above legend endorsed thereon.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificatecertificates, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentStock. The Restricted Stock, if certificated, shall Each such certificate may bear the following legend: “"THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME FRANKLIN CREDIT MANAGEMENT CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME FRANKLIN CREDIT MANAGEMENT CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. " Such legend, electronic coding or stop order legend shall not be removed from such certificates until such shares of Restricted Stock vest. (b) Reasonably promptly after the any such shares of Restricted Stock vests vest pursuant to Section Sections 3 and 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate certificates evidencing the such shares of Restricted Stock, Stock delivered to the Participant under Section 8(a7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s 's legal representative, beneficiary or heir) a certificate certificates evidencing the such shares of Restricted Stock and such other securitiesStock, free of the legend provided in Section 8(a7(a) hereof and (ii) hereof, together with any property in respect of such shares held by the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established custodian pursuant to Section 8(a) 8 hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a7(a) hereof, and then only from the date such certificate is issued or such book entry is madeissued. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agentcertificate, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability transferability, the forfeiture provisions and the forfeiture provisionsrequirement that dividends be held in escrow until the shares vest, as set forth in this Agreement.

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for shares of Preferred Stock and/or Warrants and/or other Securities, properties or rights underlying such Warrants shall be made forthwith (aand in any event within five (5) Reasonably promptly after business days thereafter) without charge to the Grant DateHolder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue and or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Participant a stock certificate, registered in Company the name amount of such tax or shall have established to the satisfaction of the Participant, evidencing Company that such tax has been paid. The Warrant Certificates and the certificates representing the shares of Restricted Preferred Stock and Redeemable Warrants underlying the Warrants (and/or other Securities, properties or shall instruct its transfer agent to issue shares rights issuable upon the exercise of Restricted Stock which the Warrants ) shall be maintained in book entry form executed on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder behalf of the Company by virtue the manual or facsimile signature of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor then Chairman or an appropriate book entry is made on the books Vice Chairman of the transfer agent reflecting Board of Directors or President or Vice President of the issuance thereof pursuant to Section 8(aCompany. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the shares of Preferred Stock and Redeemable Warrants and the shares of Preferred Stock underlying each Redeemable Warrant (and/or other Securities, properties or rights issuable upon exercise of the Warrants) hereof, shall be dated as of the Notice Date (regardless of when executed or delivered) and then only dividend bearing Securities so issued shall accrue dividends from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreementissuance.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificatecertificates, registered in the name of the ParticipantGrantee, evidencing the shares of Restricted Stock or shall instruct its transfer agent make (or cause to issue be made) an appropriate book entry reflecting the Grantee’s ownership of the shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentStock. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 VICI PROPERTIES INC. 2017 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION VICI PROPERTIES INC. AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vestVICI PROPERTIES INC. (b) Each certificate issued pursuant to Section 7(a) hereof, together with the stock powers relating to such shares of Restricted Stock, shall be held in the custody of the Company. The Company shall issue to the Grantee a receipt evidencing the certificates held by it which are registered in the name of the Grantee. (c) Reasonably promptly after the Restricted Stock vests pursuant to restrictions on transferability set forth in Section 4 hereof5 hereof lapse, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate receipt evidencing the Restricted Stock, delivered to the Participant Grantee under Section 8(a7(b) hereof, and the certificates receipts evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant Grantee (or the ParticipantGrantee’s legal representative, beneficiary or heir) a the certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a7(a) hereof. (cd) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b7(c) hereof that the Participant Executive remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The CommitteeAdministrator, in its sole discretion, may permit the Participant Executive to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (de) The Participant Grantee shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a7(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agententry, the Participant Grantee shall have all of the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares shall be made forthwith (aand in any event within ten business days thereafter) Reasonably promptly after without charge to the Grant DateHolder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall be issued in the name of, or in such names as may be directed by, the Holder thereof; provided however, that the Company shall not be required to pay any tax related to income which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue and or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Participant a stock certificate, registered in Company the name amount of such tax or shall have established to satisfaction of the Participant, evidencing Company that such tax has been paid. The Warrant Certificates and the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which certificates representing the Shares shall be maintained in book entry form executed on the books behalf of the transfer agentCompany by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer, President, or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. The Restricted StockWarrant Certificates and, if certificatedupon exercise of the Warrants in part or in whole and pending effectiveness of the Registration Statement, certificates representing the Shares shall bear a legend substantially similar to the following legendfollowing: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (II) TO THE TERMS EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III) UPON THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE DELIVERY BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY COMPANY OF GENERAL MARITIME CORPORATIONAN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after Upon the Grant Dateexercise of the Warrants, the Company shall issue and deliver to the Participant a stock certificate, registered in the name issuance of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange certificates for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, Debentures, Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the exercise of the Redeemable Warrants or conversion of the Debentures the issuance of certificates for shares of Common Stock, and/or other securities, properties or rights underlying such Redeemable Warrants or Debentures shall be made forthwith (and in either case valued at their Fair Market Value on any event within five (5) business days thereafter) without charge to the Vesting Date with fractional shares being settled Holders thereof including, without limitation, any tax which may be payable in cash. respect of the issuance thereof, and such certificates shall (dsubject to the provisions of SECTIONS 5 and 7 hereof) The Participant be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be deemed for required to pay any purpose tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to beissue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Debentures, the Redeemable Warrants and the shares of Common Stock underlying the Warrants (and/or other securities, property or have rights asissuable upon the exercise of the Warrants, a shareholder the Debentures or the Redeemable Warrants) shall be executed on behalf of the Company by virtue the manual or facsimile signature of the grant then Chairman or Vice Chairman of Restricted the Board of Directors or President or any Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the shares of Common Stock, except to the extent a stock certificate is issued therefor Redeemable Warrants or an appropriate book entry is made on the books Debentures (and/or other securities, property or rights issuable upon exercise of the transfer agent reflecting Debentures, the issuance thereof pursuant to Section 8(aRedeemable Warrants or the Warrants) hereof, shall be dated as of the Notice Date (regardless of when executed or delivered) and then only dividend bearing securities so issued shall accrue dividends from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this AgreementNotice Date.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificatecertificates, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentStock. The Restricted Stock, if certificated, shall Each such certificate may bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 ATMI, INC. 2003 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION ATMI, INC. AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATIONATMI, INC.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order legend shall not be removed from such certificates until such shares of Restricted Stock vest. (b) Reasonably promptly after the any such shares of Restricted Stock vests vest pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate certificates evidencing the such shares of Restricted Stock, Stock delivered to the Participant under Section 8(a7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate certificates evidencing the such shares of Restricted Stock and such other securitiesStock, free of the legend provided in Section 8(a7(a) hereof and (ii) hereof, together with any property in respect of such shares held by the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established custodian pursuant to Section 8(a) 8 hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b7(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a7(a) hereof, and then only from the date such certificate is issued or such book entry is madeissued. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agentcertificate, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability transferability, the forfeiture provisions and the forfeiture provisionsrequirement that dividends be held in escrow until the shares vest, as set forth in this Agreement.

Issuance of Certificates. On the Issuance Date, the Certificate Issuer, subject to the provisions of this Certificate Indenture and the Note Purchase Agreement, shall issue, and the Delaware Trustee shall execute on behalf of the Certificate Issuer and the Certificate Trustee shall authenticate and deliver, in fully registered form only, the Certificates of the Class corresponding to the Class of Notes issued on such Issuance Date, all in accordance with the Note Purchase Agreement. Each Certificate represents a fractional undivided beneficial interest in a corresponding Class of Notes and the proceeds thereof. Prior to the execution and authentication of the Certificates of any Class, the Certificate Trustee shall have received the following: (a) Reasonably promptly after The Class of Notes, duly executed by the Grant DateNote Issuer and authenticated by the Note Trustee, corresponding to the Company shall issue Class of Certificates to be issued; (b) A certificate of an Authorized Representative of the Note Issuer to the effect that all conditions required to be satisfied under Section 2.10 of the Note Indenture for the issuance of such Class of Notes and all conditions required to be satisfied under the Note Purchase Agreement for the purchase of the Notes by the Certificate Issuer have been satisfied, together with executed copies of all documents, certificates, opinions, orders or approvals establishing satisfaction of such conditions; (c) An order of an Authorized Representative of the Certificate Issuer (i) directing the Delaware Trustee on behalf of the Certificate Issuer to execute and deliver this Certificate Indenture to be executed in connection with the Participant a stock certificateCertificates to be issued hereunder, (ii) directing the Delaware Trustee on behalf of the Certificate Issuer to execute and deliver the Note Purchase Agreement and (iii) directing the Delaware Trustee to execute and deliver on behalf of the Certificate Issuer, and the Certificate Trustee to authenticate, as Authentication Agent, global Certificates, each to be registered in the name of the ParticipantCede & Co., evidencing the shares as nominee of Restricted Stock or shall instruct The Depository Trust Company ("DTC"), and to confirm its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books custody of the transfer agent. The Restricted StockCertificates to DTC in New York, if certificatedNew York so that the Certificate may be credited to or upon the order of the Underwriters named in said order for the purchase price specified therein and directing the application of the proceeds thereof; (d) An Opinion of Counsel, shall bear portions of which may be delivered by counsel to the following legend: “THE SALECertificate Issuer and portions of which may be delivered by counsel to the Certificate Trustee or other counsel satisfactory to the Certificate Trustee, TRANSFERdated the Issuance Date in each case subject to the customary exceptions, ASSIGNMENTqualifications and assumptions contained therein (which may include, PLEDGEfor the purpose of the Issuance Date, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock assumption that the Financing Order has been duly authorized by the DPUC and is in book entry formfull force and effect), it shall to the effect that: (i) this Certificate Indenture has been duly authorized, executed and delivered by the Certificate Issuer and Delaware Trustee; (ii) this Certificate Indenture constitutes a valid and binding agreement of the Certificate Issuer and Delaware Trustee, enforceable in accordance with its terms except as enforcement thereof may be subject to electronic coding or stop order indicating limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), including that the availability of specific enforcement or injunctive relief is subject to the discretion of the court before which any such shares proceeding is brought; (iii) all instruments furnished to the Certificate Trustee as conditions precedent to the delivery of Restricted Stock are restricted the Certificates conform to the requirements of this Certificate Indenture and constitute all documents required to be delivered thereunder to authorize the Certificate Trustee to execute, authenticate and deliver the Certificates; (iv) the Certificates to be issued have been duly authorized and executed and, when authenticated in accordance with the provisions of this Certificate Indenture and delivered to and paid for by the terms Underwriters pursuant to the Underwriting Agreement dated March 27, 2001, among the Seller, the Note Issuer and ▇▇▇▇▇▇ Brothers Inc. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., as the representatives of the several underwriters named therein, will represent valid, fully paid and nonassessable undivided beneficial interests in the assets of the Certificate Issuer, entitled to the benefits of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest.Certificate Indenture; (bv) Reasonably promptly after the Restricted Stock vests pursuant Note Purchase Agreement has been duly executed and delivered by the Delaware Trustee on behalf of the Certificate Issuer and, assuming due authorization, execution and delivery thereof by the Note Issuer, constitutes a legal, valid and binding agreement of the Certificate Issuer, enforceable against the Certificate Issuer in accordance with its terms except as enforcement thereof may be subject to Section 4 hereofor limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors' rights generally and by general equitable principles (i) regardless of whether such enforceability is considered in a proceeding in equity or at law), including that the case availability of certificated shares, in exchange for the surrender specific enforcement or injunctive relief is subject to the Company discretion of the certificate evidencing court before which any such proceeding is brought; (vi) the Restricted Stock, delivered to Certificate Issuer is a duly organized and validly existing business trust under the Participant Business Trust Statute and is in good standing; (vii) this Certificate Indenture has been duly qualified under the Trust Indenture Act or no such qualification is necessary; (viii) the Certificate Issuer constitutes a "financing entity" under Section 8(a16-245e(a) hereofof the Statute, and the certificates evidencing any other securities received Certificates constitute "rate reduction bonds" under Section 16-245e(a) of the Statute and the Holders of the Certificates are entitled to the rights and benefits thereunder; (ix) for Federal income tax purposes, the Certificate Issuer is not a business entity classified as a corporation or a publicly traded partnership treated as a corporation, but is a "grantor trust" not taxable as a corporation; (x) the Statute creates, upon the effective date of the Financing Order, a first priority lien in the Transition Property securing all obligations, then existing or subsequently arising, to the Holders of the Certificates in respect of such shares, if any, the Company shall issue and deliver Certificates or to the Participant Certificate Trustee in its capacity as such; and (or the Participant’s legal representative, beneficiary or heirxi) a certificate evidencing the Restricted Stock and such other securities, free of matters as the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereofCertificate Trustee may reasonably require. (ce) Sufficient funds to pay the purchase price for the related Class of Notes, as specified in Section 1(b) of the Note Purchase Agreement; (f) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant Rating Agency Condition shall have the rights of a shareholder been satisfied with respect to the Restricted Stock, including issuance of the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.Class of Certificates; and

Issuance of Certificates. On the date hereof, the Trustee shall execute on behalf of the Trust, authenticate and deliver, in fully registered form only, the Subclass A-9 Certificates upon the written order of the Note Issuers, in authorized denominations and in the names specified by the Note Issuers. The Trustee shall execute on behalf of the Trust, deliver and authenticate Subclass A-9 Certificates equalling the aggregate principal amount of the Corresponding Notes to be purchased by the Trustee pursuant to this Trust Supplement, and evidencing the entire ownership interest in the Trust created hereby. The Trustee shall issue on behalf of the Trust and deliver such Certificates, in authorized denominations and in such Fractional Undivided Interests, so as to result in the receipt of consideration in an amount equal to the aggregate principal amount of such Corresponding Notes and, concurrently therewith, the Trustee shall purchase on behalf of the Trust, pursuant to the terms and conditions of the related Trust Supplement, such Notes at a purchase price equal to the amount of such consideration so received. The Subclass A-9 Certificates offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global certificates (a) Reasonably promptly after each, a "Rule 144A Global Certificate"). The aggregate principal amount of each Rule 144A Global Certificate may from time to time be increased or decreased by adjustments made on the Grant records of The Depository Trust Company, as the Clearing Agency, in accordance with the instructions given by the Holder thereof, as hereinafter provided. The Subclass A-9 Certificates offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global certificates (each, a "Temporary Regulation S Global Certificate"). At any time following the applicable Regulation S Global Certificate Exchange Date, upon receipt by the Company shall issue and deliver to the Participant Trustee of a stock certificate, registered certificate substantially in the name form of Exhibit C hereto, one or more permanent global certificates (each, a "Permanent Regulation S Global Certificate" and, together with each Temporary Regulation S Global Certificate, the Participant, evidencing "Regulation S Global Certificates," such Regulation S Global Certificates and the shares of Restricted Stock or shall instruct its transfer agent Rule 144A Global Certificates being referred to issue shares of Restricted Stock which herein as the "Global Certificates") shall be maintained in book entry form on deposited with The Depository Trust Company, as the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereofClearing Agency, and the certificates evidencing any other securities received Registrar shall reflect on its books and records the date and a decrease in respect the principal amount of such shares, if any, the Company shall issue and deliver Temporary Regulation S Global Certificate in an amount equal to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free principal amount of the legend provided beneficial interest in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereofsuch Temporary Regulation S Global Certificate transferred. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. Upon the exercise of Representative’s Unit Purchase Options, the issuance of certificates for the Representative Units, Representative Warrants and Representative Shares or other securities, properties or rights underlying such Representative’s Unit Purchase Option, shall be made forthwith (aand in any event within five (5) Reasonably promptly after business days thereafter) without charge to the Grant DateHolder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Representative and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Representative’s Unit Purchase Options and the certificates representing the Representative Units, Representative Warrants and Representative Shares issuable upon exercise of the Representative’s Unit Purchase Options, as well as the Common Stock issuable upon exercise of the Representative Warrants (the “Warrant Shares”) shall be executed on behalf of the Company by the manual or facsimile signature of the Chairman or Vice Chairman of the Board of Directors or any President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the then present Secretary or Assistant Secretary of the Company. The Representative’s Unit Purchase Options shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. The certificates representing the Representative Units, Representative Warrants, Representative Shares and Warrant Shares issuable upon exercise of the Representative’s Unit Purchase Options shall be identical in form and substance to those issued and sold to the public in connection with the Public Offering, including the terms of redemption for the Public Warrants. Notwithstanding the foregoing, if, at the time of exercise of a Representative’s Unit Purchase Option, the Representative Units into which the Representative’s Unit Purchase Option are exercisable have been separated and no longer trade as Public Units, then, upon exercise of the Representative’s Unit Purchase Option, and in lieu of Representative’s Units, the Company shall issue and deliver to the Participant a stock certificateregistered Holder, in the manner provided in the first paragraph of this Section 4: (i) such number of Representative Shares as would have been included in each of the Representative Units had Representative Units been issued upon exercise of the Representative’s Unit Purchase Option by such Holder, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall such name(s) as may be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted designated by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall Holder not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to inconsistent with Section 4 5 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.; and

Issuance of Certificates. No later than three (a3) Reasonably promptly after Business Days following the Grant Dateexercise of any Warrant and the clearance of the funds in payment of the Warrant Price, the Company shall issue and deliver to the Participant Registered Holder of such Warrant a stock certificate, registered in certificate or certificates representing (or deliver electronically through the name facilities of the Participant, evidencing Depository Trust Corporation) the shares number of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by directing him, her or it, and, if such Warrant shall not have been exercised or surrendered in full (provided that the Company Registered Holder has delivered the original physical Warrant Certificate to withhold the Warrant Agent, which delivery shall not include delivery of a notice from delivery the Depository of the transfer or exercise of Warrants in the form of a global Book-Entry Warrant Certificate), a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. If fewer than all of the Warrants evidenced by a global Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depository, its nominee for each global Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In the event such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. The Warrant Agent shall have no obligation under this Warrant Agreement to calculate, the aforementioned quotient. The number of shares of Common Stock, in either case valued at their Fair Market Value Stock to be issued on such cashless exercise will be determined by the Vesting Date company (with fractional shares being settled in cash. (dwritten notice thereof to the Warrant Agent) The Participant using the formula set forth above and the Warrant Agent shall not be deemed for any purpose have no duty or obligation to be, investigate or have rights as, a shareholder confirm whether the Company’s determination of the Company by virtue number of the grant shares of Restricted StockCommon Stock to be issued on such exercise, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereofwritten agreement, and then only from the date such certificate is issued accurate or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreementcorrect.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificate, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT GREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificateapplicable shares. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after the Grant DateUpon each issuance of an Interest, the Managers shall cause the Company shall to issue one or more Certificates for and deliver to the Participant a stock certificate, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock each Member which shall evidence the Interest owned by such Member. Unless the Member or Assignee otherwise elects, it shall receive one Certificate in denomination equal to all of such Member's Interests. A Member or Assignee may elect to receive Certificates in such smaller denominations as it may designate. (b) The Certificates shall be maintained in book entry such form on as shall be approved by the books of Managers in conformity with law and any applicable rule or regulation. The Certificates shall be consecutively numbered, shall be entered as they are issued in the transfer agentrecords and shall state the Member's or Assignee's name, the Interest evidenced by the Certificate and such other matters as may be required by law and any applicable rule or regulation. The Restricted Stock, if certificated, Certificates shall be signed by the President or any Vice President and the Secretary. (c) Each Certificate shall bear legends substantially in the following legendform, to the extent applicable: “THESE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, TRANSFERSOLD, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE TRANSFERRED OR OTHER DISPOSAL OF PLEDGED WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AN OPINION (SATISFACTORY TO THE COMPANY) OF COUNSEL (SATISFACTORY TO THE COMPANY) THAT REGISTRATION IS NOT REQUIRED. THE INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY, AND SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT IN STRICT ACCORDANCE WITH THE TERMS OF SUCH AGREEMENT. A COPY OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY UPON WRITTEN REQUEST MADE BY FROM THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATIONREQUESTING SUCH A COPY.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after Upon the Grant Dateexercise of the Warrants, the Company ------------------------ issuance of certificates for the Shares purchased shall issue be made as promptly as practicable (and deliver in any event within five business days thereafter) without charge to Holder including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the Participant a stock certificate, registered provisions of Article 5 hereof) be issued in the name of Holder, provided, however, that the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order Company shall not be removed until such shares required to pay any tax which may be payable in respect of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) any transfer involved in the case issuance and delivery of certificated shares, any such certificates in exchange for the surrender name other than that of the Holder (which may not occur except in compliance with Articles 5 and 14 below) and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, Company that such tax has been paid. The Warrant Certificates and the certificates evidencing any other securities received in respect of such shares, if any, representing the Company Shares shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value executed on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder behalf of the Company by virtue the manual or facsimile signature of the grant present or any future President or Vice President of Restricted Stockthe Company attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, except division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shall bear a legend substantially similar to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(afollowing: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") hereofOR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agentAND SUCH SECURITIES MAY NOT BE OFFERED FOR RESALE, the Participant shall have the rights of a shareholder with respect to the Restricted StockSOLD, including the right to vote the sharesASSIGNED OR OTHERWISE HYPOTHECATED FOR VALUE (INCLUDING BY ANY PLEDGEE) UNLESS (A) THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND THE SECURITIES LAWS OF ALL APPLICABLE STATES OF THE UNITED STATES, subject to the restrictions on transferability and the forfeiture provisionsOR (B) THE SECURITIES ARE OFFERED AND SOLD IN COMPLIANCE WITH AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS AND, as set forth in this AgreementAT THE OPTION OF THE COMPANY, THE HOLDER PROVIDES AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO SUCH EFFECT.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificate, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificateapplicable shares. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares shall be made forthwith (aand in any event within five business days thereafter) Reasonably promptly after without charge to the Grant DateHolder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall be issued in the name of, or in such names as may be directed by, the Holder thereof; provided however, that the Company shall not be required to pay any tax other than that related to income which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue and or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Participant a stock certificate, registered in Company the name amount of such tax or shall have established to satisfaction of the Participant, evidencing Company that such tax has been paid. The Warrant Certificates and the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which certificates representing the Shares shall be maintained in book entry form executed on the books behalf of the transfer agentCompany by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer, President, or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. The Restricted StockWarrant Certificates and, if certificatedupon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following legendfollowing: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (II) TO THE TERMS EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III) UPON THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE DELIVERY BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY COMPANY OF GENERAL MARITIME CORPORATIONAN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. The Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which (ai) Reasonably promptly after this Warrant shall have been surrendered, properly endorsed, to the Grant DateCompany, (ii) the Company shall issue and deliver have received the completed Subscription Form (a copy of which is attached hereto as EXHIBIT A), the Investment Representations Letter (a copy of which is attached hereto as EXHIBIT B), and, if requested by the Company (except in the case where the Holder is already a party to the Participant Stockholders' Agreement), the Joinder Agreement (a copy of which is attached as EXHIBIT C to the Note Purchase Agreement) duly executed by the Holder, and (iii) the Holder shall have made payment for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company's expense within a reasonable time after the rights represented by this Warrant have been so exercised. Each stock certificate, certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of the Participant, evidencing such Holder. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on like tenor for the books balance of the transfer agentshares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms Upon exercise of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereofWarrant, (i) the Common Stock issued to the Holder upon such conversion automatically thereupon shall become subject to the restrictions upon "Common Stock" under and as defined in that certain Stockholders' Agreement dated as of June 2, 1997, as amended, between the Company and its stockholders (the "Stockholders' Agreement"), (ii) the Holder automatically thereupon shall become a party to the Stockholders' Agreement in accordance with the terms of the Joinder Agreement attached as EXHIBIT C to the Note Purchase Agreement (except in the case of certificated shareswhere the Holder is already a party to the Stockholders' Agreement, in exchange for which case the surrender to Holder hereby reaffirms its obligations under the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereofStockholders' Agreement), and (iii) if requested by the certificates evidencing any other securities received in respect of such shares, if anyCompany, the Company Holder shall issue execute and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and Company such other securities, free documents or instruments reasonably necessary to evidence the exercise of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability this Warrant and the forfeiture provisions, as set forth in other terms of this Agreementparagraph.

Issuance of Certificates. On the Issuance Date, the Certificate Issuer, subject to the provisions of this Certificate Indenture and the Note Purchase Agreement, shall issue, and the Delaware Trustee shall execute on behalf of the Certificate Issuer and the Certificate Trustee shall authenticate and deliver, in fully registered form only, the Certificates of the Class corresponding to the Class of Notes issued on such Issuance Date, all in accordance with the Note Purchase Agreement. Each Certificate represents a fractional undivided beneficial interest in a corresponding Class of Notes and the proceeds thereof. Prior to the execution and authentication of the Certificates of any Class, the Certificate Trustee shall have received the following: (a) Reasonably promptly after The Class of Notes, duly executed by the Grant DateNote Issuer and authenticated by the Note Trustee, corresponding to the Company shall issue Class of Certificates to be issued; (b) A certificate of an Authorized Representative of the Note Issuer to the effect that all conditions required to be satisfied under Section 2.10 of the Note Indenture for the issuance of such Class of Notes and all conditions required to be satisfied under the Note Purchase Agreement for the purchase of the Notes by the Certificate Issuer have been satisfied, together with executed copies of all documents, certificates, opinions, orders or approvals establishing satisfaction of such conditions; (c) An order of an Authorized Representative of the Certificate Issuer (i) directing the Delaware Trustee on behalf of the Certificate Issuer to execute and deliver this Certificate Indenture to be executed in connection with the Participant a stock certificateCertificates to be issued hereunder, (ii) directing the Delaware Trustee on behalf of the Certificate Issuer to execute and deliver the Note Purchase Agreement and (iii) directing the Delaware Trustee to execute and deliver on behalf of the Certificate Issuer, and the Certificate Trustee to authenticate, as Authentication Agent, global Certificates, each to be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), and to confirm its custody of the ParticipantCertificates to DTC in New York, evidencing New York so that the shares Certificates may be credited to or upon the order of Restricted Stock the Underwriters named in said order for the purchase price specified therein and directing the application of the proceeds thereof; (d) An Opinion of Counsel, portions of which may be delivered by counsel to the Certificate Issuer and portions of which may be delivered by counsel to the Certificate Trustee or shall instruct its transfer agent other counsel satisfactory to the Certificate Trustee, dated the Issuance Date in each case subject to the customary exceptions, qualifications and assumptions contained therein (which may include, for the purpose of the Issuance Date, the assumption that the Financing Order has been duly authorized by the DTE and is in full force and effect), to the effect that: (i) the Certificate Issuer has the business trust power and authority to execute and deliver this Certificate Indenture and to issue shares of Restricted Stock which shall be maintained in book entry form on the books Certificates, and this Certificate Indenture has been duly authorized, executed and delivered by the Certificate Issuer and Delaware Trustee; (ii) this Certificate Indenture constitutes a valid and binding agreement of the transfer agent. The Restricted StockCertificate Issuer and Delaware Trustee, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is enforceable in book entry form, it shall accordance with its terms except as enforcement thereof may be subject to electronic coding or stop order indicating limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), including that the availability of specific enforcement or injunctive relief is subject to the discretion of the court before which any such shares proceeding is brought; (iii) all instruments furnished to the Certificate Trustee as conditions precedent to the delivery of Restricted Stock are restricted the Certificates conform to the requirements of this Certificate Indenture and constitute all documents required to be delivered thereunder to authorize the Certificate Trustee to execute, authenticate and deliver the Certificates; (iv) the Certificates to be issued have been duly authorized and executed and, when authenticated in accordance with the provisions of this Certificate Indenture and delivered to and paid for by the terms Underwriters pursuant to the Underwriting Agreement dated May 14, 2001, among the Seller, the Note Issuer and ▇▇▇▇▇▇ Brothers Inc. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., as the representatives of the several underwriters named therein, will represent valid, fully paid and nonassessable undivided beneficial interests in the assets of the Certificate Issuer, entitled to the benefits of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest.Certificate Indenture; (bv) Reasonably promptly after the Restricted Stock vests pursuant Note Purchase Agreement has been duly executed and delivered by the Delaware Trustee on behalf of the Certificate Issuer and, assuming due authorization, execution and delivery thereof by the Note Issuer, constitutes a legal, valid and binding agreement of the Certificate Issuer, enforceable against the Certificate Issuer in accordance with its terms except as enforcement thereof may be subject to Section 4 hereofor limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors' rights generally and by general equitable principles (i) regardless of whether such enforceability is considered in a proceeding in equity or at law), including that the case availability of certificated shares, in exchange for the surrender specific enforcement or injunctive relief is subject to the Company discretion of the certificate evidencing court before which any such proceeding is brought; (vi) the Restricted Stock, delivered to Certificate Issuer is a duly organized and validly existing business trust under the Participant Business Trust Statute and is in good standing; (vii) this Certificate Indenture has been duly qualified under the Trust Indenture Act or no such qualification is necessary; (viii) the Certificate Issuer constitutes a "special purpose trust" and a "financing entity" under Section 8(a1H(a) hereofof Chapter 164 of the Massachusetts General Laws, and the certificates evidencing any other securities received Certificates constitute "electric rate reduction bonds" under Section 1H(a) of Chapter 164 of the Massachusetts General Laws and the Holders of the Certificates are entitled to the rights and benefits thereunder; (ix) for Federal income tax purposes, the Certificate Issuer is not a business entity classified as a corporation or a publicly traded partnership treated as a corporation, but is a "grantor trust" not taxable as a corporation; (x) the Statute creates, upon the effective date of the Financing Order, a first priority lien in the Transition Property securing all obligations, then existing or subsequently arising, to the Holders of the Certificates in respect of such shares, if any, the Company shall issue and deliver Certificates or to the Participant Certificate Trustee in its capacity as such; and (or the Participant’s legal representative, beneficiary or heirxi) a certificate evidencing the Restricted Stock and such other securities, free of matters as the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereofCertificate Trustee may reasonably require. (ce) Sufficient funds to pay the purchase price for the related Class of Notes, as specified in Section 1(b) of the Note Purchase Agreement; and (f) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant Rating Agency Condition shall have the rights of a shareholder been satisfied with respect to the Restricted Stock, including issuance of the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this AgreementClass of Certificates.

Issuance of Certificates. (a) Reasonably promptly after Upon receipt of a Warrant Certificate at or prior to the Grant Close of Business on the Expiration Date, with the executed Exercise Notice, accompanied by payment of the Exercise Price for the shares to be purchased and an amount equal to any applicable tax, governmental charge or expense reimbursement referred to in Section 6 in cash, or by certified check or bank draft payable to the order of the Company shall issue and deliver to the Participant a stock certificate(or, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated sharesthe holder of a Book-Entry Warrant Certificate, in exchange for the surrender to the Company delivery of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, executed Exercise Notice and the certificates evidencing payment of the Exercise Price and any other securities received in respect of such shares, if anyapplicable amounts as set forth herein), the Company Warrant Agent shall issue and deliver use reasonable efforts to cause the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause Warrant Shares to be lifted and removed any electronic coding or stop order established pursuant to Section 8(adelivered within three (3) hereof. (c) The Company may require as a condition Business Days of the delivery of stock certificates the executed Exercise Notice (such date, the “Warrant Share Delivery Date”) registered in such name or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof names as may be designated by such holder, provided that the Participant remit Warrant Agent shall not be liable to the Company an amount sufficient or the Holder for any damages arising out of the failure to deliver the Warrant Shares by any specified date. If the Holder has not received delivery of a certificate or certificates representing the Warrant Shares (or a credit to the account of the Holder's prime broker through the DWAC system (as below defined)) by the Warrant Share Delivery Date, the Holder will have the right to rescind the exercise of the Warrant at any time after the Warrant Share Delivery Date and prior to delivery of the Warrant Shares (or a credit to the account of the Holder's prime broker through the DWAC system). Notwithstanding the foregoing, if the Company is then a participant in the opinion Deposit Withdrawal Agent Commission ("DWAC") system of the Company to satisfy any federal, state Depository and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (dA) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate there is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon effective registration statement permitting the issuance of a stock certificate the Warrant Shares to or the making of an appropriate book entry on the books resale of the transfer agentWarrant Shares by Holder or (B) the Warrant is being exercised via cashless exercise, the Participant certificates for Warrant Shares shall have be transmitted by the rights of a shareholder with respect Warrant Agent to the Restricted Stock, including Holder by crediting the right to vote account of the shares, subject to Holder's prime broker with the restrictions on transferability and the forfeiture provisions, as set forth in this AgreementDepository through its DWAC system.

Issuance of Certificates. (a) Reasonably promptly As soon as practicable after the Grant Dateexercise of any Warrant, the Company shall issue and deliver to the Participant registered holder of such Warrant a stock certificatecertificate or certificates for the number of full shares of Common Stock to which he is entitled, registered in such name or names as may be directed by him, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the name number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant unless a registration statement under the Securities Act of 1933 with respect to the securities is then currently effective. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. Shares of Common Stock issuable upon the exercise of Class A Warrants will be restricted from transfer for a period of one year. The restricted period begins with the effective date of the Participant, evidencing Registration Statement and ends on the one year anniversary of the effective date of the Registration Statement. Stop transfer orders will be placed on the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on underlying the books of class A Warrants with the transfer agent. The Restricted Stock, if certificated, shall and certificates for shares issued upon the exercise of Class A Warrants will bear a restrictive legend in substantially the following legendform: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED PRIOR TO __________, 2003 [ONE YEAR FROM THE TERMS EFFECTIVE DATE OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN REGISTRATION STATEMENT], AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THEREAFTER, MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE HOLDER ABSENCE OF RECORD AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATIONCOMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificatecertificates, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME FRANKLIN CREDIT MANAGEMENT CORPORATION 2001 2006 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME FRANKLIN CREDIT MANAGEMENT CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME FRANKLIN CREDIT MANAGEMENT CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a7(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a7(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a7(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after Upon the Grant Date, the Company shall issue and deliver to the Participant a stock certificate, registered in the name exercise of the ParticipantWarrants, evidencing ------------------------ the shares issuance of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange certificates for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such Securities and/or other securities, free properties or rights underlying such Warrants and, upon the redemption or conversion of the legend provided in Section 8(a) hereof and (ii) in the case of book entry sharesPreferred Shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition issuance of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering for shares of Common Stock and/or other securities, properties or by directing rights underlying such Preferred Shares, as the case may be, shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any transfer tax, stamp, duty or other similar tax, which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Sections -------- 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to withhold from pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Securities underlying the Warrants and the shares of Common StockStock underlying the Preferred Shares (and/or other securities, in either case valued at their Fair Market Value properties or rights issuable upon the redemption or conversion of the Preferred Shares or the exercise of the Warrants) shall be executed on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder behalf of the Company by virtue the manual or facsimile signature of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor then Chairman or an appropriate book entry is made on the books Vice Chairman of the Board of Directors or President or Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer agent reflecting or in lieu of mutilated, lost, stolen or destroyed Warrant Certificates. Certificates representing the issuance thereof pursuant to Section 8(aSecurities (and/or other securities, properties or rights issuable upon the redemption or conversion of the Preferred Shares or exercise of the Warrants) hereof, shall be dated as of the Notice Date (regardless of when executed or delivered) and then only dividend bearing securities so issued shall accrue dividends from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this AgreementNotice Date.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificate, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentStock. The Restricted Stock, if certificated, shall Such certificate may bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK GENCO SHIPPING & TRADING LIMITED 2005 EQUITY INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT 2AGREEMENT BETWEEN GENERAL MARITIME CORPORATION GENCO SHIPPING & TRADING LIMITED AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATIONGENCO SHIPPING & TRADING LIMITED.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order legend shall not be removed from such certificate until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate certificates evidencing the Restricted Stock, delivered to the Participant under Section 8(a7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the such shares of Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a7(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b7(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The CommitteeBoard of Directors, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a7(a) hereof, and then only from the date such certificate is issued or such book entry is madeissued. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agentcertificate, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. The Company shall cause certificates for Warrant Securities that are shares of Common Stock purchased pursuant to a Warrant to be transmitted by the transfer agent for the Company’s Common Stock (athe “Transfer Agent”) Reasonably promptly to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Securities to or resale of the Warrant Securities by the Holder or (B) such Warrant is being exercised via cashless exercise, if permitted, and otherwise by physical delivery to the address specified by the Holder in the Exercise Form by the date that is three (3) Trading Days after the Grant Date, latest of (A) the Company shall issue and deliver to the Participant a stock certificate, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender delivery to the Company of the certificate evidencing Exercise Form, (B) surrender of such Warrant (if required) and (C) payment of the Restricted Stockaggregate Exercise Price as set forth above (including by cashless exercise, delivered if permitted) (such date, the “Warrant Security Delivery Date”). The Company shall cause certificates for Warrant Securities that are Series B Warrants to be transmitted by the Warrant Agent to the Participant under Section 8(a) hereofHolder by physical delivery to the address specified by the Holder in the Exercise Form by the Warrant Security Delivery Date. The Warrant Securities shall be deemed to have been issued, and the certificates evidencing Holder or any other securities received in respect person so designated to be named therein shall be deemed to have become a holder of record of such sharessecurities for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, the Company shall issue and deliver pursuant to Section 2(d)(vi) prior to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and issuance of such other securities, free of having been paid. Notwithstanding the legend provided in Section 8(a) hereof and (ii) in the case of book entry sharesforegoing, the Company shall cause not be obligated to be lifted and removed deliver any electronic coding or stop order established securities pursuant to Section 8(athe exercise of a Warrant unless (a) hereof. (c) The Company may require as a condition of registration statement under the delivery of stock certificates or the lifting or removal of any electronic coding or stop order Act with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit Warrant Securities issuable upon exercise of such Warrants is effective and a current prospectus relating to the Company an amount sufficient Warrant Securities issuable upon exercise of the Warrants is available for delivery to the Holders or (b) in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related counsel to the vesting Company, the exercise of the shares represented by Warrants is exempt from the registration requirements of the Act and such certificatesecurities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the registered holder resides. The Committee, in its sole discretion, Warrants may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to beexercised by, or have rights assecurities issued to, any Holder in any state or jurisdiction in which such exercise or issuance would be unlawful. In the event that a shareholder of registration statement under the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder Act with respect to the Restricted StockWarrant Securities underlying the Warrants is not effective or a current prospectus is not available, including or because such exercise would be unlawful with respect to a Holder in any state, the right registered holder shall not be entitled to vote exercise such Warrants and such Warrants may have no value and expire worthless. For the sharesavoidance of doubt, subject it is hereby acknowledged that the Series C Warrants shall not be exercisable on a cashless basis under any circumstances. In no event will the Company be required to “net cash settle” the restrictions on transferability and the forfeiture provisions, as set forth in this Agreementwarrant exercise.

Issuance of Certificates. On the Issuance Date, the Certificate Issuer, subject to the provisions of this Certificate Indenture and the Note Purchase Agreement, shall issue, and the Delaware Trustee shall execute on behalf of the Certificate Issuer and the Certificate Trustee shall authenticate and deliver, in fully registered form only, the Certificates of the Class corresponding to the Class of Notes issued on such Issuance Date, all in accordance with the Note Purchase Agreement. Each Certificate represents a fractional undivided beneficial interest in a corresponding Class of Notes and the proceeds thereof. Prior to the execution and authentication of the Certificates of any Class, the Certificate Trustee shall have received the following: (a) Reasonably promptly after The Class of Notes, duly executed by the Grant DateNote Issuer and authenticated by the Note Trustee, the Company shall issue and deliver corresponding to the Participant a stock certificate, registered in the name Class of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent Certificates to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest.issued; (b) Reasonably promptly after A certificate of an Authorized Representative of the Restricted Stock vests pursuant Note Issuer to the effect that all conditions required to be satisfied under Section 4 hereof, (i) in 2.10 of the case of certificated shares, in exchange Note Indenture for the surrender issuance of such Class of Notes and all conditions required to be satisfied under the Company Note Purchase Agreement for the purchase of the certificate evidencing Notes by the Restricted StockCertificate Issuer have been satisfied, delivered to the Participant under Section 8(a) hereoftogether with executed copies of all documents, and the certificates evidencing any other securities received in respect certificates, opinions, orders or approvals establishing satisfaction of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof.conditions; (c) The Company may require as a condition An order of an Authorized Representative of the delivery Certificate Issuer (i) directing the Certificate Trustee to execute this Certificate Indenture to be executed in connection with the Certificates to be issued hereunder, (ii) directing the Delaware Trustee on behalf of stock certificates or the lifting or removal Certificate Issuer to execute the Note Purchase Agreement and (iii) directing the Delaware Trustee to execute on behalf of any electronic coding or stop order with respect the Certificate Issuer, and the Certificate Trustee to book entry shares pursuant to Section 8(b) hereof that authenticate, as Authentication Agent, and deliver the Participant remit Certificates to the Company an amount sufficient Underwriters named in said order for the opinion purchase price specified therein and directing the application of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash.proceeds thereof; (d) The Participant shall not An Opinion of Counsel, portions of which may be deemed delivered by counsel to the Certificate Issuer and portions of which may be delivered by counsel to the Certificate Trustee, dated the Issuance Date in each case subject to the customary exceptions, qualifications and assumptions contained therein (which may include, for any the purpose to be, or have rights as, a shareholder of the Company Issuance Date, the assumption that the Financing Order has been duly authorized by virtue the DTE and is in full force and effect), to the effect that: (i) this Certificate Indenture has been duly authorized, executed and delivered by the parties hereto; (ii) this Certificate Indenture constitutes a valid and binding agreement of the grant parties hereto, enforceable in accordance with its terms except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws relating to or affecting the enforcement of Restricted Stockcreditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), including that the availability of specific enforcement or injunctive relief is subject to the discretion of the court before which any such proceeding is brought; (iii) all instruments furnished to the Certificate Trustee as conditions precedent to the delivery of the Certificates conform to the requirements of this Certificate Indenture and constitute all documents required to be delivered thereunder to authorize the Certificate Trustee to execute, authenticate and deliver the Certificates; (iv) the Certificates to be issued have been duly authorized and executed and, when authenticated in accordance with the provisions of this Certificate Indenture and delivered, will be validly issued by the Certificate Issuer and entitled to the benefits of this Certificate Indenture; (v) the Note Purchase Agreement has been duly executed and delivered by the Certificate Issuer and constitutes the legal, valid and binding agreement of the Certificate Issuer, enforceable against the Certificate Issuer in accordance with its terms, except as such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (vi) the Certificate Issuer is a duly organized and validly existing business trust under the Business Trust Statute and is in good standing; (vii) this Certificate Indenture has been duly qualified under the Trust Indenture Act or no such qualification is necessary; (viii) the Certificate Issuer constitutes a "special purpose trust" and a "financing entity" under Section 1H(a) of the Statute, and the Certificates constitute "electric rate reduction bonds" under Section 1H(a) of the Statute and the Holders of the Certificates are entitled to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(arights and benefits thereunder; (ix) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making Class of an appropriate book entry on Certificates shall not adversely affect the books status of the transfer agentCertificate Issuer as a grantor trust not taxable as a corporation for federal income tax purposes; and (x) such other matters as the Certificate Trustee may reasonably require. (e) Sufficient funds to pay the purchase price for the related Class of Notes, as specified in Section 1(b) of the Participant Note Purchase Agreement; and (f) The Rating Agency Condition shall have the rights of a shareholder been satisfied with respect to the Restricted Stock, including issuance of the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this AgreementClass of Certificates.

Issuance of Certificates. The Holder Conversion Right may be exercised by the Holder at any time permitted pursuant to Section 4.1 by the surrender of this Note (or of any replacement Note issued hereunder) with the conversion notice attached hereto duly executed, at the principal office of the Company or the transfer agent of the Parent. Conversion shall be deemed to have been effected (a) Reasonably in the case of the Holder Conversion Right, on the date that such delivery of the Note and conversion notice is actually made, or (b) in the case of any interest payment pursuant to Section 2.1(c) (other than an interest payment which the Company shall have elected to make in cash), on the date on which such interest payment is due (as applicable, the “Conversion Date”). As promptly as practicable, and in any event within five (5) Trading Days, after a Conversion Date and, in the Grant Datecase of the Holder Conversion Right, the Company’s receipt of the Note being converted and the conversion notice, the Company shall issue and deliver to the Participant Holder a stock certificate, registered certificate or certificates for the number of full shares of Common Stock to which the Holder is entitled (or evidence of the issuance of such shares in book entry form) and a check or cash with respect to any fractional interest in a share of Common Stock as provided in Section 4.4. The Company shall not be obligated to issue Common Stock certificates in the name of any party other than the ParticipantHolder of the Notes, evidencing absent full compliance with the shares provisions of Restricted Section 7 hereof. The person in whose name the certificate or certificates for Common Stock or shall instruct its transfer agent are to issue shares of Restricted Stock which be issued shall be maintained in book entry form deemed to have become a stockholder of record on the next succeeding day on which the transfer books are open, but the Conversion Price shall be that in effect on the Conversion Date. All rights with respect to the Notes (or any portion thereof) that are converted pursuant to this Note, including the rights to receive interest and notices, shall terminate upon the conversion pursuant to this Section 4.2. Upon conversion of only a portion of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is principal amount of this Note in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by accordance with the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or Holder hereof, at the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free expense of the legend provided in Section 8(a) hereof and (ii) in Company, a new Note covering the case principal amount of book entry sharesthis Note not converted, which new Note shall entitle the Company shall cause holder thereof to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of interest on the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit principal amount thereof to the Company an amount sufficient in same extent as if the opinion unconverted portion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cashthis Note had not been surrendered for conversion. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after Stock certificates representing the Grant DateShares subject to the Restricted Stock may be issued by the Company and held in escrow by the Company until the Restricted Stock vests, or the Company may hold non-certificated Shares until the Restricted Stock vests. Before the Restricted Stock vests, the Company Grantee shall issue and deliver receive any cash dividends with respect to the Participant Shares subject to the Restricted Stock and may vote such Shares. In the event of a dividend or distribution payable in stock certificateor other property or a reclassification, registered in split up or similar event before the name of Restricted Stock vests, the Participant, evidencing Shares or other property issued or declared with respect to the shares unvested Shares of Restricted Stock or shall instruct its transfer agent be subject to issue shares the same terms and conditions relating to vesting as the Shares to which they relate. (b) Each certificate representing unvested Shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall may bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE SALE OR OTHER DISPOSAL TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS SHARES OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE NOVELL, INC. NO TRANSFER 2009 OMNIBUS INCENTIVE PLAN, AND IN THE ASSOCIATED AWARD AGREEMENT. A COPY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AWARD AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If FROM NOVELL INC. When the Restricted Stock is Grantee obtains a vested right to the Shares, a certificate (in book entry paper or electronic form, it ) representing the vested Shares shall be subject issued to electronic coding or stop order indicating that such shares the Grantee, free of Restricted Stock are restricted by the terms restrictions under Paragraph 2 of this Agreement and without the Plan. Such foregoing legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition issuance of Shares to the Grantee pursuant to this Agreement is subject to all applicable foreign, federal, state, local and other taxes. All obligations of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit Company under this Agreement shall be subject to the Company an amount sufficient in the opinion rights of the Company to satisfy withhold amounts required to be withheld for any federaltaxes, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cashif applicable. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder obligation of the Company by virtue to deliver Shares upon the vesting of the grant of Restricted StockStock shall be subject to all applicable laws, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereofrules, and then only from regulations and such approvals by governmental agencies as may be deemed appropriate by the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted StockCommittee, including the right such actions as Company counsel shall deem necessary or appropriate to vote the shares, subject to the restrictions on transferability comply with relevant securities laws and the forfeiture provisions, as set forth in this Agreementregulations.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a Grantee stock certificatecertificates, registered in the name of the ParticipantGrantee, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentStock. The Restricted Stock, if certificated, shall Each such certificate may bear the following legend: “"THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 NASTECH PHARMACEUTICAL COMPANY INC. 2004 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION NASTECH PHARMACEUTICAL COMPANY INC. AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATIONNASTECH PHARMACEUTICAL COMPANY INC.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. " Such legend, electronic coding or stop order legend shall not be removed from such certificates until such shares of Restricted Stock vest. (b) Reasonably promptly after the any such shares of Restricted Stock vests vest pursuant to Section 4 2.1 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate certificates evidencing the such shares of Restricted Stock, Stock delivered to the Participant Grantee under Section 8(a4.2(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant Grantee (or the Participant’s Grantee's legal representative, beneficiary or heir) a certificate certificates evidencing the such shares of Restricted Stock and such other securitiesStock, free of the legend provided in Section 8(a4.2(a) hereof and (ii) hereof, together with any property in respect of such shares held by the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established custodian pursuant to Section 8(a) 4.3 hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b4.2(b) hereof that the Participant Grantee remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cashcertificates. (d) The Participant Grantee shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a4.2(a) hereof, and then only from the date such certificate is issued or such book entry is madeissued. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agentcertificate, the Participant Grantee shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability transferability, the forfeiture provisions and the forfeiture provisionsrequirement that dividends be held in escrow until the shares vest, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to certificates for the Participant a stock certificate, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentgranted herein. The Restricted Stock, if certificated, shall Each such certificate may bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK 2009 EQUITY INCENTIVE PLAN OF CHINA GREEN AGRICULTURE, INC. (THE “COMPANY”) AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION THE COMPANY AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.THE COMPANY” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order legend shall not be removed from such certificates until such shares of Restricted Stock vest. (b) Reasonably promptly after The certificates representing the Restricted Stock vests pursuant to Section 4 hereofgranted herein shall be held, (i) together with a stock power executed in blank by the case of certificated sharesGrantee, in exchange for escrow by the surrender Secretary of the Company under the Grantee’s name in an account maintained by the Company until such shares of Restricted Stock vest or are forfeited. Upon vesting, subject to the Company satisfaction of the certificate Company’s tax withholding obligations, certificates evidencing the such vested shares of Restricted Stock, Stock shall be delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant Grantee (or the ParticipantGrantee’s beneficiary, legal representative, beneficiary representative or heir) a certificate evidencing the Restricted Stock and such other securities), free of the restrictive legend provided set forth in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a4.2(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b4.2(b) hereof that the Participant Grantee remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant Grantee shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof and held in escrow pursuant to Section 8(a4.2(a) hereof, and then only from the date such certificate is issued or such book entry is madeissued. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agentcertificate, the Participant Grantee shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability transferability, the forfeiture provisions and the forfeiture provisionsrequirement that dividends be held in escrow until the shares vest, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after Upon the Grant Dateexercise of the Warrants, the Company shall issue and deliver to the Participant a stock certificate, registered in the name ------------------------ issuance of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange certificates for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock and Redeemable Warrants and/or other securities, properties or by directing rights underlying such Warrants and, upon the Company to withhold from delivery exercise of the Redeemable Warrants, the issuance of certificates for shares of Common StockStock and/or other securities, properties or rights underlying such Redeemable Warrants shall be made forthwith (and in either case valued at their Fair Market Value on any event within five (5) business days thereafter) without charge to the Vesting Date with fractional shares being settled Holder thereof including, without limitation, any tax which may be payable in cash. respect of the issuance thereof, and such certificates shall (dsubject to the provisions of Sections 5 -------- and 7 hereof) The Participant be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be deemed for required to pay any purpose tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to beissue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the shares of Common Stock and the Redeemable Warrants underlying the Warrants and the shares of Common Stock underlying the Redeemable Warrants (and/or other securities, property or have rights as, a shareholder issuable upon the exercise of the Warrants or the Redeemable Warrants) shall be executed on behalf of the Company by virtue the manual or facsimile signature of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor then Chairman or an appropriate book entry is made on the books Vice Chairman of the transfer agent reflecting Board of Directors or President or Vice President of the issuance thereof pursuant to Section 8(a) hereofCompany. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the shares of Common Stock and Redeemable Warrants, and then only the shares of Common Stock underlying each Redeemable Warrant (and/or other securities, property or rights issuable upon exercise of the Warrants) shall be dated as of the Notice Date (regardless of when executed or delivered) and dividend bearing securities so issued shall accrue dividends from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this AgreementNotice Date.

Issuance of Certificates. (a) Reasonably promptly As soon as practicable after the Grant Dateexercise of any Warrant and the clearance of the funds in payment of the Warrant Price, the Warrant Agent shall advise the Company and its transfer agent regarding (i) the instructions of each Holder or Participant, as they case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, (ii) in case of a Book-Entry Warrant Certificate, the notation that shall issue and deliver be made to the Participant records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a stock certificateParticipant, registered in the name of the Participantas appropriate, evidencing the shares balance, if any, of Restricted Stock the Warrants remaining after such exercise and (iii) such other information as the Company or such transfer agent and registrar shall reasonably require. Promptly thereafter the Company shall instruct its transfer agent to issue shares to the Registered Holder of Restricted Stock such Warrant a certificate or certificates representing the number of full Common Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, provided, in lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, and provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Registered Holder by crediting the account of the Participant of record with the Depository or through its Deposit Withdrawal Agent Commission system. If such Warrant shall not have been exercised or surrendered in full, in case of a Book-Entry Warrant Certificate, a notation shall be made to the records maintained in book entry form on by the books Depository or nominee for each Book-Entry Warrant Certificate, evidencing the balance, if any, of the transfer agentWarrants remaining after such exercise. The Restricted StockNotwithstanding the foregoing, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order Company shall not be removed until obligated to deliver any securities pursuant to the exercise of a Warrant unless (a) a registration statement under the Act with respect to the Common Shares issuable upon exercise of such shares Warrants is effective and a current prospectus relating to the Common Shares issuable upon exercise of Restricted Stock vest. the Warrants is available for delivery to the Registered Holder of the Warrant or (b) Reasonably promptly after in the Restricted Stock vests pursuant absence of a registration statement under the Act with respect to Section 4 hereofthe offer and sale of the Common Shares and a current prospectus relating to the Common Shares, (i) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from ​ ​ qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides; provided that in the case of certificated sharesa Registration Failure Cashless Exercise, in exchange for no registration statement under the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder Act with respect to the Restricted Stock, including the right to vote the shares, subject Common Shares and no current prospectus relating to the restrictions on transferability Common Shares, and no opinion of counsel shall be required. Until otherwise advised in writing by the forfeiture provisionsCompany, as set forth the Warrant Agent shall always be entitled to assume that either clause (a) or clause (b) is in this Agreementeffect and shall incur no liability in making such assumption. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In the event such an exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificate, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which Units shall be maintained evidenced and represented by a Certificate of Membership in book entry a form on approved by the books Board of the transfer agentManagers. The Restricted Stock, if certificated, shall Any certificate evidencing Units will bear the following legendlegend reflecting the restriction on the transfer of Membership Interests contained in this Agreement: “THE SALE[COMMON UNITS, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE SERIES A PREFERRED UNITS OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED SERIES B PREFERRED UNITS] EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING RESTRICTIONS ON TRANSFER, CONTAINED IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN COMPANY, DATED AS OF _________, 2009, AS THE SAME MAY BE AMENDED, A COPY OF WHICH IS ON FILE AT THE EXECUTIVE OFFICE OF THE COMPANY AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF RECORD OF SUCH UNIT OR UNITS UPON WRITTEN REQUEST TO THE SECURITIES REPRESENTED BY THIS CERTIFICATECOMPANY. NO TRANSFER OF THE SECURITIES REPRESENTED UNIT OR UNITS EVIDENCED BY THIS CERTIFICATE IN CONTRAVENTION WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH PLAN AMENDED AND RESTRICTED STOCK GRANT RESTATED LIMITED LIABILITY COMPANY AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST THE COMPANY TO RECORD THE TRANSFER OF ANY UNITS IF SUCH TRANSFER IS IN VIOLATION OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT.” Certificates representing Units shall also bear any other legend required at any time under the Securities Act or other applicable law, including the following legend: “THE [COMMON UNITS, SERIES A PREFERRED UNITS OR SERIES B PREFERRED UNITS] EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED NOR UNDER THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY THE “SECURITIES ACT”). OTHER THAN WITH RESPECT TO TRANSFERS SPECIFICALLY EXEMPTED FROM AN OPINION OF COUNSEL PURSUANT TO SECTION 8.7 OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, DATED AS OF _________, 2009, AS THE SAME MAY BE OBTAINED BY WRITTEN REQUEST MADE BY AMENDED, THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE HYPOTHECATED IN THE HOLDER ABSENCE OF RECORD AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT, OR DELIVERY OF THE CERTIFICATE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE SECRETARY ISSUER OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry formSUCH SECURITIES THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the PlanOFFER FOR SALE, TRANSFER, PLEDGE OR OTHER HYPOTHECATION OF SUCH SECURITIES. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as make a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, notation in its sole discretion, may permit records or give instructions to any transfer agents or registrars for the Participant Units in order to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to implement the restrictions on transferability and the forfeiture provisions, as Transfer set forth in this Agreement.

Issuance of Certificates. The Warrant Agent shall, within a reasonable time, advise the Company and the Company’s transfer agent and registrar (the “Transfer Agent”) in respect of (a) Reasonably promptly the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the Grant notation that shall be made to the records maintained by DTC, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company, the Warrant Agent or such Transfer Agent shall reasonably require. So long as the Holder delivers the Warrant Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Warrant Exercise Documents have been delivered to the Company, or, if the Holder does not deliver the Warrant Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior to the first (1st) Trading Day following the date on which the Warrant Price (or notice of a Cashless Exercise) is delivered (such earlier date, the “Share Delivery Date”), the Company shall cause the Warrant Agent to (X) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver dispatch by overnight courier to the Participant address as specified in the Warrant Exercise Documents, a stock certificate, registered in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. If the Warrant Agent fails for any reason to deliver to such registered holder or Participant, evidencing as the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on case may be, the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be Warrant Shares subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted an exercise notice by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if anyShare Delivery Date, the Company shall pay to the registered holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Weighted Average Price of the Ordinary Shares on the date of the applicable exercise notice), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such Warrant Shares are delivered or the registered holder rescinds such exercise. The Warrant Agent shall have no responsibility for any liquidated damages that may be payable or paid to any registered holder or Participant under this paragraph for any failure by the Warrant Agent to execute, issue and deliver to deliver, on the Participant (or Company’s behalf, the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry sharesWarrant Shares as required by this paragraph. In addition, the Company shall cause to be lifted indemnify and removed hold harmless the Warrant Agent against all claims made against the Warrant Agent for any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof such failure except that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for obligated to provide any purpose such indemnification if it is determined by a final, non-appealable judgment of a court of competent jurisdiction that such failure is due to bethe Warrant Agent’s gross negligence, bad faith or have willful misconduct. If the Warrant Agent fails to comply with the preceding paragraphs in this Section 3.3.2 by the Share Delivery Date, then, without limiting the rights as, a shareholder and immunities of the Company by virtue of the grant of Restricted StockWarrant Agent hereunder, except in addition to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agentother rights it may have hereunder, the registered holder or Participant shall will have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreementrescind its exercise.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificatecertificates, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME FRANKLIN CREDIT HOLDING CORPORATION 2001 2006 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME FRANKLIN CREDIT HOLDING CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME FRANKLIN CREDIT HOLDING CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereofhereof and subject to the limitations set forth in Section 8, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a7(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a7(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a7(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after the Grant DateDate for any shares of Restricted Stock that have not theretofore been forfeited, provided that the Company has received a stock power endorsed by the Participant in blank with respect to such shares of Restricted Stock, the Company shall issue and deliver to the Participant a stock certificatecertificates, registered in the name of the Participant, evidencing the such shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentStock. The Restricted Stock, if certificated, Each such certificate shall bear the following legend: “"THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 LP INNOVATIONS, INC. 2002 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION LP INNOVATIONS, INC. AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATIONLP INNOVATIONS, INC.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. " Such legend, electronic coding or stop order legend shall not be removed from such certificates until such shares of Restricted Stock vest. (b) Each certificate issued pursuant to Section 9(a) hereof, together with the stock powers relating to such shares of Restricted Stock, shall be deposited by the Company with a custodian designated by the Company. The Company may designate itself as custodian hereunder. The Company shall cause such custodian to issue to the Participant a receipt evidencing the certificates held by it which are registered in the name of the Participant. (c) Reasonably promptly after the any such shares of Restricted Stock vests vest pursuant to Section 4 6 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver cause to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate be issued certificates evidencing the such shares of Restricted Stock and such other securitiesStock, free of the legend provided in Section 8(a9(a) hereof and (ii) in the case of book entry shares, the Company shall cause such certificates to be lifted and removed delivered to the Participant (or such Participant's legal representative, beneficiary or heir), together with any electronic coding or stop order established other property in respect of such shares held by the custodian pursuant to Section 8(a) 11 hereof. (c) . The Company may require as a condition of the such delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting expiration of restrictions on the shares represented by such certificate. The CommitteeCompany, in its sole discretiondiscretion and upon the request of the Participant, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their having a Fair Market Value on the Vesting Date with fractional shares being settled in cashvesting date equal to the amount of tax to be withheld. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted StockGrant, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a9(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreementissued.

Issuance of Certificates. (a) Reasonably promptly after Upon the Grant Dateexercise of the Warrants, the Company shall issue and deliver to the Participant a stock certificate, registered in the name issuance of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange certificates for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock and Redeemable Warrants and/or other securities, properties or by directing rights underlying such Warrants and, upon the Company to withhold from delivery exercise of the Redeemable Warrants, the issuance of certificates for shares of Common StockStock and/or other securities, properties or rights underlying such Redeemable Warrants, shall be made forthwith (and in either case valued at their Fair Market Value on any event within five business days thereafter) without charge to the Vesting Date with fractional shares being settled Holder thereof including, without limitation, any tax which may be payable in cash. respect of the issuance thereof, and such certificates shall (dsubject to the provisions of Sections 5 and 7 hereof) The Participant be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be deemed for required to pay any purpose tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to beissue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the shares of Common Stock and the Redeemable Warrants underlying the Warrants and the shares of Common Stock underlying the Redeemable Warrants (and/or other securities, property or have rights as, a shareholder issuable upon the exercise of the Warrants or the Redeemable Warrants) shall be executed on behalf of the Company by virtue the manual or facsimile signature of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor then Chairman or an appropriate book entry is made on the books Vice Chairman of the transfer agent reflecting Board of Directors or President or Vice President of the issuance thereof pursuant to Section 8(a) hereofCompany. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the shares of Common Stock and Redeemable Warrants, and then only the shares of Common Stock underlying each Redeemable Warrant (and/or other securities, property or rights issuable upon exercise of the Warrants) shall be dated as of the Notice Date (regardless of when executed or delivered) and dividend-bearing securities so issued shall accrue dividends from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this AgreementNotice Date.

Issuance of Certificates. On the Issuance Date, the Certificate Issuer, subject to the provisions of this Certificate Indenture and the Note Purchase Agreement, shall issue, and the Delaware Trustee shall execute on behalf of the Certificate Issuer and the Certificate Trustee shall authenticate and deliver, in fully registered form only, the Certificates of the Class corresponding to the Class of Notes issued on such Issuance Date, all in accordance with the Note Purchase Agreement. Each Certificate represents a fractional undivided beneficial interest in a corresponding Class of Notes and the proceeds thereof. Prior to the execution and authentication of the Certificates of any Class, the Certificate Trustee shall have received the following: (a) Reasonably promptly after The Class of Notes, duly executed by the Grant DateNote Issuer and authenticated by the Note Trustee, corresponding to the Company shall issue Class of Certificates to be issued; (b) A certificate of an Authorized Representative of the Note Issuer to the effect that all conditions required to be satisfied under Section 2.10 of the Note Indenture for the issuance of such Class of Notes and all conditions required to be satisfied under the Note Purchase Agreement for the purchase of the Notes by the Certificate Issuer have been satisfied, together with executed copies of all documents, certificates, opinions, orders or approvals establishing satisfaction of such conditions; (c) An order of an Authorized Representative of the Certificate Issuer (i) directing the Delaware Trustee on behalf of the Certificate Issuer to execute and deliver this Certificate Indenture to be executed in connection with the Participant a stock certificateCertificates to be issued hereunder, (ii) directing the Delaware Trustee on behalf of the Certificate Issuer to execute and deliver the Note Purchase Agreement and (iii) directing the Delaware Trustee to execute and deliver on behalf of the Certificate Issuer, and the Certificate Trustee to authenticate, as Authentication Agent, global Certificates, each to be registered in the name of the ParticipantCede & Co., evidencing the shares as nominee of Restricted Stock or shall instruct The Depository Trust Company ("DTC"), and to confirm its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books custody of the transfer agent. The Restricted StockCertificates to DTC in New York, if certificatedNew York so that the Certificate may be credited to or upon the order of the Underwriters named in said order for the purchase price specified therein and directing the application of the proceeds thereof; (d) An Opinion of Counsel, shall bear portions of which may be delivered by counsel to the following legend: “THE SALECertificate Issuer and portions of which may be delivered by counsel to the Certificate Trustee or other counsel satisfactory to the Certificate Trustee, TRANSFERdated the Issuance Date in each case subject to the customary exceptions, ASSIGNMENTqualifications and assumptions contained therein (which may include, PLEDGEfor the purpose of the Issuance Date, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock assumption that the Financing Order has been duly authorized by the DPUC and is in book entry formfull force and effect), it shall to the effect that: (i) this Certificate Indenture has been duly authorized, executed and delivered by the Certificate Issuer and Delaware Trustee; (ii) this Certificate Indenture constitutes a valid and binding agreement of the Certificate Issuer and Delaware Trustee, enforceable in accordance with its terms except as enforcement thereof may be subject to electronic coding or stop order indicating limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), including that the availability of specific enforcement or injunctive relief is subject to the discretion of the court before which any such shares proceeding is brought; (iii) all instruments furnished to the Certificate Trustee as conditions precedent to the delivery of Restricted Stock are restricted the Certificates conform to the requirements of this Certificate Indenture and constitute all documents required to be delivered thereunder to authorize the Certificate Trustee to execute, authenticate and deliver the Certificates; (iv) the Certificates to be issued have been duly authorized and executed and, when authenticated in accordance with the provisions of this Certificate Indenture and delivered to and paid for by the terms Underwriters pursuant to the Underwriting Agreement dated March __, 2001, among the Seller, the Note Issuer and ▇▇▇▇▇▇ Brothers Inc. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., as the representatives of the several underwriters named therein, will represent valid, fully paid and nonassessable undivided beneficial interests in the assets of the Certificate Issuer, entitled to the benefits of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest.Certificate Indenture; (bv) Reasonably promptly after the Restricted Stock vests pursuant Note Purchase Agreement has been duly executed and delivered by the Delaware Trustee on behalf of the Certificate Issuer and, assuming due authorization, execution and delivery thereof by the Note Issuer, constitutes a legal, valid and binding agreement of the Certificate Issuer, enforceable against the Certificate Issuer in accordance with its terms except as enforcement thereof may be subject to Section 4 hereofor limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors' rights generally and by general equitable principles (i) regardless of whether such enforceability is considered in a proceeding in equity or at law), including that the case availability of certificated shares, in exchange for the surrender specific enforcement or injunctive relief is subject to the Company discretion of the certificate evidencing court before which any such proceeding is brought; (vi) the Restricted Stock, delivered to Certificate Issuer is a duly organized and validly existing business trust under the Participant Business Trust Statute and is in good standing; (vii) this Certificate Indenture has been duly qualified under the Trust Indenture Act or no such qualification is necessary; (viii) the Certificate Issuer constitutes a "financing entity" under Section 8(a16-245e(a) hereofof the Statute, and the certificates evidencing any other securities received Certificates constitute "rate reduction bonds" under Section 16-245e(a) of the Statute and the Holders of the Certificates are entitled to the rights and benefits thereunder; (ix) for Federal income tax purposes, the Certificate Issuer is not a business entity classified as a corporation or a publicly traded partnership treated as a corporation, but is a "grantor trust" not taxable as a corporation; (x) the Statute creates, upon the effective date of the Financing Order, a first priority lien in the Transition Property securing all obligations, then existing or subsequently arising, to the Holders of the Certificates in respect of such shares, if any, the Company shall issue and deliver Certificates or to the Participant Certificate Trustee in its capacity as such; and (or the Participant’s legal representative, beneficiary or heirxi) a certificate evidencing the Restricted Stock and such other securities, free of matters as the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereofCertificate Trustee may reasonably require. (ce) Sufficient funds to pay the purchase price for the related Class of Notes, as specified in Section 1(b) of the Note Purchase Agreement; (f) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant Rating Agency Condition shall have the rights of a shareholder been satisfied with respect to the Restricted Stock, including issuance of the right to vote the shares, subject Class of Certificates; and (g) With respect to the restrictions on transferability and Class A-4 Certificates, an executed copy of the forfeiture provisions, as set forth in this Class A-4 Swap Agreement.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to certificates for the Participant a stock certificate, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentgranted herein. The Restricted Stock, if certificated, shall Each such certificate may bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK 2009 EQUITY INCENTIVE PLAN PLAN, AS AMENDED OF CHINA GREEN AGRICULTURE, INC. (THE “COMPANY”) AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION THE COMPANY AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATIONTHE COMPANY.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order legend shall not be removed from such certificates until such shares of Restricted Stock vest. (b) Reasonably promptly after The certificates representing the Restricted Stock vests pursuant to Section 4 hereofgranted herein shall be held, (i) together with a stock power executed in blank by the case of certificated sharesGrantee, in exchange for escrow by the surrender Secretary of the Company under the Grantee’s name in an account maintained by the Company until such shares of Restricted Stock vest or are forfeited. Upon vesting, subject to the Company satisfaction of the certificate Company’s tax withholding obligations, certificates evidencing the such vested shares of Restricted Stock, Stock shall be delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant Grantee (or the ParticipantGrantee’s beneficiary, legal representative, beneficiary representative or heir) a certificate evidencing the Restricted Stock and such other securities), free of the restrictive legend provided set forth in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a4.2(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b4.2(b) hereof that the Participant Grantee remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant Grantee shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof and held in escrow pursuant to Section 8(a4.2(a) hereof, and then only from the date such certificate is issued or such book entry is madeissued. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agentcertificate, the Participant Grantee shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability transferability, the forfeiture provisions and the forfeiture provisionsrequirement that dividends be held in escrow until the shares vest, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificatecertificates, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “"THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 ESCALA GROUP, INC.'S 1997 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION ESCALA GROUP, INC. AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATIONESCALA GROUP, INC.” " If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Each certificate issued pursuant to Section 7(a) hereof, together with the stock powers relating to such shares of Restricted Stock, shall be held in escrow by the Company. The Company shall issue to the Participant a receipt evidencing the certificates held by it which are registered in the name of the Participant. (c) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s 's legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a7(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a7(a) hereof. (cd) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b7(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (de) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a7(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to certificates for the Participant a stock certificate, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentgranted herein. The Restricted Stock, if certificated, shall Each such certificate may bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK 2009 EQUITY INCENTIVE PLAN PLAN, AS AMENDED OF CHINA GREEN AGRICULTURE, INC. (THE “COMPANY”) AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION THE COMPANY AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATIONTHE COMPANY.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order legend shall not be removed from such certificates until such shares of Restricted Stock vest. Such legend shall not be added on such certificates when such shares of Restricted Stock vest immediately at issuance. (b) Reasonably promptly after The certificates representing the Restricted Stock vests pursuant to Section 4 hereofgranted herein shall be held, (i) together with a stock power executed in blank by the case of certificated sharesGrantee, in exchange for escrow by the surrender Secretary of the Company under the Grantee’s name in an account maintained by the Company until such shares of Restricted Stock vest or are forfeited. Upon vesting, subject to the Company satisfaction of the certificate Company’s tax withholding obligations, certificates evidencing the such vested shares of Restricted Stock, Stock shall be delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant Grantee (or the ParticipantGrantee’s beneficiary, legal representative, beneficiary representative or heir) a certificate evidencing the Restricted Stock and such other securities), free of the restrictive legend provided set forth in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a4.2(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b4.2(b) hereof that the Participant Grantee remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant Grantee shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof and held in escrow pursuant to Section 8(a4.2(a) hereof, and then only from the date such certificate is issued or such book entry is madeissued. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agentcertificate, the Participant Grantee shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability transferability, the forfeiture provisions and the forfeiture provisionsrequirement that dividends be held in escrow until the shares vest, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after Upon the Grant Dateexercise of the Underwriters Warrants, the Company issuance of certificates for the Common Stock, Warrants and other securities, properties or rights underlying such Underwriters Warrants, shall issue be made forthwith (and deliver in any event within five (5) business days thereafter) without charge to the Participant a stock certificateHolder thereof including, registered without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Sections 5 and 6 hereof) be issued in the name of of, or in such names as may be directed by, the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentHolder thereof. The Restricted Stock, if certificated, Company shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such sharespay all documentary stamp taxes, if any, the Company shall issue and deliver attributable to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free initial issuance of the legend provided in Section 8(a) hereof Underwriters Warrant and (ii) in the case of book entry shares, the Company shall cause to be lifted Warrants and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing issuable upon the exercise thereof; provided, however, that the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for required to pay any purpose tax or taxes which may be payable with respect to be, any secondary transfer of the Underwriters Warrant or have rights as, a shareholder such securities. The Underwriters Warrant Certificates and the certificates representing the Common Stock and Warrants comprising the Underwriters Units issuable upon exercise of the Underwriters Warrants shall be executed on behalf of the Company by virtue the manual or facsimile signature of the grant then Chairman or Vice Chairman of Restricted Stockthe Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the then present Secretary or Assistant Secretary of the Company. The Underwriters Warrant Certificates shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. The certificates representing the Underwriters Units issuable upon exercise of the Underwriters Warrant shall be identical in form to those representing the Units issued in connection with the Public Offering, except to that the extent a stock certificate is issued therefor or an appropriate book entry is made on warrants underlying the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant Underwriters Units shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, not be subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreementredemption.

Issuance of Certificates. (a) Reasonably promptly after Certificates for the Grant Date, the Company Warrant Shares so purchased shall issue and deliver be delivered to the Participant Holder within a stock certificatereasonable time, not exceeding ten (10) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the Holder and shall be registered in the name of the ParticipantHolder or such other name as shall be designated by the Holder, evidencing as specified in the Exercise Agreement. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised. As used herein, “business day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of Restricted business. Upon partial exercise of this Warrant, a new Warrant containing the same date and provisions of this Warrant shall, at the request of the Holder, be issued by the Company to the Holder for the remaining portion of this Warrant which shall not have been exercised. Each certificate for Common Stock, issued upon exercise of this Warrant, unless either (i) at the time of exercise such Common Stock or shall instruct its transfer agent to issue shares any other securities of Restricted Stock which shall the Company that may at any time be maintained in book entry form issuable on the books exercise hereof, are registered under the Act, or (ii) the Holder shall deliver to the Company an opinion of counsel reasonably satisfactory to the Company that the Common Stock represented thereby, or any other securities of the transfer agent. The Restricted StockCompany that may at any time be issuable on the exercise hereof, if certificatedneed no longer be subject to the restriction contained herein, shall bear a legend substantially in the following legendform: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE TERMS OF COMPANY AND ITS COUNSEL THAT THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATEPROPOSED TRANSACTION WILL BE EXEMPT FROM SUCH REGISTRATION. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it The provisions of this Section 3(b) shall be subject to electronic coding or stop order indicating that such shares binding upon all subsequent holders of Restricted certificates for Common Stock are restricted by issuable upon exercise of the terms Warrant bearing the above legend and all subsequent holders of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such sharesWarrant, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificate, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which Units shall be maintained evidenced and represented by a Certificate of Membership in book entry a form on approved by the books Board of the transfer agentManagers. The Restricted Stock, if certificated, shall Any certificate evidencing Units will bear the following legendlegend reflecting the restriction on the transfer of Membership Interests contained in this Agreement: “THE SALE[COMMON UNITS, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE SERIES A PREFERRED UNITS OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED SERIES B PREFERRED UNITS] EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING RESTRICTIONS ON TRANSFER, CONTAINED IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN COMPANY, DATED AS OF JANUARY 15, 2010, AS THE SAME MAY BE AMENDED, A COPY OF WHICH IS ON FILE AT THE EXECUTIVE OFFICE OF THE COMPANY AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF RECORD OF SUCH UNIT OR UNITS UPON WRITTEN REQUEST TO THE SECURITIES REPRESENTED BY THIS CERTIFICATECOMPANY. NO TRANSFER OF THE SECURITIES REPRESENTED UNIT OR UNITS EVIDENCED BY THIS CERTIFICATE IN CONTRAVENTION WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH PLAN AMENDED AND RESTRICTED STOCK GRANT RESTATED LIMITED LIABILITY COMPANY AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST THE COMPANY TO RECORD THE TRANSFER OF ANY UNITS IF SUCH TRANSFER IS IN VIOLATION OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT.” Certificates representing Units shall also bear any other legend required at any time under the Securities Act or other applicable law, including the following legend: “THE [COMMON UNITS, SERIES A PREFERRED UNITS OR SERIES B PREFERRED UNITS] EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED NOR UNDER THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY THE “SECURITIES ACT”). OTHER THAN WITH RESPECT TO TRANSFERS SPECIFICALLY EXEMPTED FROM AN OPINION OF COUNSEL PURSUANT TO SECTION 8.7 OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, DATED AS OF JANUARY 15 2010, AS THE SAME MAY BE OBTAINED BY WRITTEN REQUEST MADE BY AMENDED, THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE HYPOTHECATED IN THE HOLDER ABSENCE OF RECORD AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT, OR DELIVERY OF THE CERTIFICATE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE SECRETARY ISSUER OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry formSUCH SECURITIES THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the PlanOFFER FOR SALE, TRANSFER, PLEDGE OR OTHER HYPOTHECATION OF SUCH SECURITIES. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as make a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, notation in its sole discretion, may permit records or give instructions to any transfer agents or registrars for the Participant Units in order to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to implement the restrictions on transferability and the forfeiture provisions, as Transfer set forth in this Agreement.

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Warrant Shares purchased pursuant to such exercise shall be made forthwith without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (asubject to the provisions of Article 4 hereof) Reasonably promptly after be issued in the Grant Datename of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall issue and deliver not be required to the Participant a stock certificate, registered pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement Holder and the Plan. Such legend, electronic coding or stop order Company shall not be removed required to issue or deliver such certificates unless or until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in person or persons requesting the case of certificated shares, in exchange for the surrender issuance thereof shall have paid to the Company the amount of the certificate evidencing the Restricted Stock, delivered such tax or shall have established to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion satisfaction of the Company to satisfy any federalthat such tax has been paid. The Warrant Certificates and, state and other governmental tax withholding requirements related to the vesting upon exercise of the shares represented by such certificate. The CommitteeWarrants, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing certificates representing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value Warrant Shares shall be executed on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder behalf of the Company by virtue the manual or facsimile signature of those officers required to sign such certificates under applicable law. This Warrant Certificate and, upon exercise of the grant of Restricted StockWarrants, except in part or in whole, certificates representing the Warrant Shares shall bear a legend substantially similar to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(afollowing: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (i) hereofAN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT (ii) TO THE EXTENT APPLICABLE, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agentRULE 144 UNDER THE ACT (OR SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES) OR (iii) OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS, the Participant shall have the rights of a shareholder with respect to the Restricted StockSUPPORTED BY AN OPINION OF COUNSEL, including the right to vote the sharesREASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this AgreementTHAT SUCH REGISTRATION IS NOT REQUIRED.

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares shall be made forthwith (aand in any event within five business days thereafter) Reasonably promptly after without charge to the Grant DateHolder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue and or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Participant a stock certificate, registered in Company the name amount of such tax or shall have established to satisfaction of the Participant, evidencing Company that such tax has been paid. The Warrant Certificates and the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which certificates representing the Shares shall be maintained in book entry form executed on the books behalf of the transfer agentCompany by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive officer or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. The Restricted StockWarrant Certificates and, if certificatedupon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following legendfollowing: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (II) TO THE TERMS EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III) UPON THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE DELIVERY BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY COMPANY OF GENERAL MARITIME CORPORATIONAN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. Upon the exercise of the Underwriter’s Unit Option Warrant, the issuance of certificates for the Unit Warrants and Unit Shares or other securities, properties or rights underlying such Underwriter’s Unit Option Warrant, shall be made forthwith (aand in any event within five (5) Reasonably promptly after business days thereafter) without charge to the Grant DateHolder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall issue and deliver not be required to the Participant a stock certificate, registered pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement Underwriter and the Plan. Such legend, electronic coding or stop order Company shall not be removed required to issue or deliver such certificates unless or until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in person or persons requesting the case of certificated shares, in exchange for the surrender issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, Company that such tax has been paid. The Underwriter’s Unit Option Warrants and the certificates evidencing any other securities received in respect of such shares, if any, representing the Company shall issue Unit Warrants and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free Unit Shares issuable upon exercise of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company Underwriter’s Unit Option Warrant shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value executed on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder behalf of the Company by virtue the manual or facsimile signature of the grant Chairman or Vice Chairman of Restricted Stockthe Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, except attested to by the manual or facsimile signature of the then present Secretary or Assistant Secretary of the Company. The Underwriter’s Unit Option Warrants shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. The certificates representing the Unit Warrants and Unit Shares issuable upon exercise of the Underwriter’s Unit Option Warrants shall be identical in form and substance to those issued and sold to the extent a stock certificate is issued therefor or an appropriate book entry is made on public in connection with the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted StockPublic Offering, including the right to vote terms of redemption for the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this AgreementClass A Warrants.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificatecertificates, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 SPECTRUM GROUP INTERNATIONAL, INC.’S 1997 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION SPECTRUM GROUP INTERNATIONAL, INC. AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATIONSPECTRUM GROUP INTERNATIONAL, INC.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Each certificate issued pursuant to Section 7(a) hereof, together with the stock powers relating to such shares of Restricted Stock, shall be held in escrow by the Company. The Company shall issue to the Participant a receipt evidencing the certificates held by it which are registered in the name of the Participant. (c) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a7(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a7(a) hereof, provided that the Company may require that such legend, coding or stop order remain to the extent it deems appropriate in light of the restrictions provided in Section 9. (cd) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b7(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The CommitteeBoard, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (de) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a7(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after Upon the Grant Dateexercise of the ------------------------ Warrants, the Company shall issue and deliver to the Participant a stock certificate, registered in the name issuance of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agent. The Restricted Stock, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange certificates for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock and/or Redeemable Warrants and/or other securities, properties or by directing rights underlying such Warrants and, upon the Company to withhold from delivery exercise of the Redeemable Warrants, the issuance of certificates for shares of Common StockStock and/or other securities, properties or rights underlying such Redeemable Warrants shall be made forthwith (and in either case valued at their Fair Market Value on any event within five (5) business days thereafter) without charge to the Vesting Date with fractional shares being settled Holder thereof including, without limitation, any tax which may be payable in cash. respect of the issuance thereof, and such certificates shall (dsubject to the provisions of Sections 5 and 7 hereof) The Participant be -------- issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be deemed for required to pay any purpose tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to beissue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the shares of Common Stock and the Redeemable Warrants underlying the Warrants and the shares of Common Stock underlying the Redeemable Warrants (and/or other securities, property or have rights as, a shareholder issuable upon the exercise of the Warrants or the Redeemable Warrants) shall be executed on behalf of the Company by virtue the manual or facsimile signature of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor then Chairman or an appropriate book entry is made on the books Vice Chairman of the transfer agent reflecting Board of Directors or President or Vice President of the issuance thereof pursuant to Section 8(a) hereofCompany. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the shares of Common Stock and Redeemable Warrants, and then only the shares of Common Stock underlying each Redeemable Warrant (and/or other securities, property or rights issuable upon exercise of the Warrants) shall be dated as of the Notice Date (regardless of when executed or delivered) and dividend bearing securities so issued shall accrue dividends from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this AgreementNotice Date.

Issuance of Certificates. (a) Reasonably promptly after Upon the Grant Dateexercise of the Warrants for cash or upon a Warrant Exchange, the Company issuance of certificates for the Warrant Shares purchased or issuable on exchange shall issue and deliver be made within three business days without charge to the Participant a stock certificateHOLDER including, registered without limitation, any tax which may be payable by the Company in respect of the issuance thereof, and such certificates shall be issued in the name of, or in such names as may be directed by, the HOLDER. The Warrant Certificate and the certificates representing the Warrant Shares shall be executed on behalf of the ParticipantCompany by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of directors or President or Vice President of the Company under its corporate seal reproduced thereon, evidencing attested to by the shares manual or facsimile signature of Restricted Stock the present or shall instruct its transfer agent to issue shares any future Secretary or Assistant Secretary of Restricted Stock which the Company. The Warrant Certificate and certificates representing the Warrant Shares shall be maintained dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in book entry form on the books part or in whole, of the transfer agent. The Restricted StockWarrants, if certificated, certificates representing the Warrant Shares shall bear a legend substantially similar to the following legendfollowing: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF 4 "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE TERMS EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE DELIVERY BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY COMPANY OF GENERAL MARITIME CORPORATIONAN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement."

Issuance of Certificates. On the Issuance Date, the Certificate Issuer, subject to the provisions of this Certificate Indenture and the Note Purchase Agreement, shall issue, and the Delaware Trustee shall execute on behalf of the Certificate Issuer and the Certificate Trustee shall authenticate and deliver, in fully registered form only, the Certificates of the Class corresponding to the Class of Notes issued on such Issuance Date, all in accordance with the Note Purchase Agreement. Each Certificate represents a fractional undivided beneficial interest in a corresponding Class of Notes and the proceeds thereof. Prior to the execution and authentication of the Certificates of any Class, the Certificate Trustee shall have received the following: (a) Reasonably promptly after The Class of Notes, duly executed by the Grant DateNote Issuer and authenticated by the Note Trustee, corresponding to the Company shall issue Class of Certificates to be issued; (b) A certificate of an Authorized Representative of the Note Issuer to the effect that all conditions required to be satisfied under Section 2.10 of the Note Indenture for the issuance of such Class of Notes and all conditions required to be satisfied under the Note Purchase Agreement for the purchase of the Notes by the Certificate Issuer have been satisfied, together with executed copies of all documents, certificates, opinions, orders or approvals establishing satisfaction of such conditions; (c) An order of an Authorized Representative of the Certificate Issuer (i) directing the Delaware Trustee on behalf of the Certificate Issuer to execute and deliver this Certificate Indenture to be executed in connection with the Participant a stock certificateCertificates to be issued hereunder, (ii) directing the Delaware Trustee on behalf of the Certificate Issuer to execute and deliver the Note Purchase Agreement and (iii) directing the Delaware Trustee to execute and deliver on behalf of the Certificate Issuer, and the Certificate Trustee to authenticate, as Authentication Agent, global Certificates, each to be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), and to confirm its custody of the ParticipantCertificates to DTC in New York, evidencing New York so that the shares Certificate may be credited to or upon the order of Restricted Stock the Underwriters named in said order for the purchase price specified therein and directing the application of the proceeds thereof; (d) An Opinion of Counsel, portions of which may be delivered by counsel to the Certificate Issuer and portions of which may be delivered by counsel to the Certificate Trustee or shall instruct its transfer agent other counsel satisfactory to the Certificate Trustee, dated the Issuance Date in each case subject to the customary exceptions, qualifications and assumptions contained therein (which may include, for the purpose of the Issuance Date, the assumption that the Financing Order has been duly authorized by the DTE and is in full force and effect), to the effect that: (i) the Certificate Issuer has the business trust power and authority to execute and deliver this Certificate Indenture and to issue shares of Restricted Stock which shall be maintained in book entry form on the books Certificates, and this Certificate Indenture has been duly authorized, executed and delivered by the Certificate Issuer and Delaware Trustee; (ii) this Certificate Indenture constitutes a valid and binding agreement of the transfer agent. The Restricted StockCertificate Issuer and Delaware Trustee, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is enforceable in book entry form, it shall accordance with its terms except as enforcement thereof may be subject to electronic coding or stop order indicating limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), including that the availability of specific enforcement or injunctive relief is subject to the discretion of the court before which any such shares proceeding is brought; (iii) all instruments furnished to the Certificate Trustee as conditions precedent to the delivery of Restricted Stock are restricted the Certificates conform to the requirements of this Certificate Indenture and constitute all documents required to be delivered thereunder to authorize the Certificate Trustee to execute, authenticate and deliver the Certificates; (iv) the Certificates to be issued have been duly authorized and executed and, when authenticated in accordance with the provisions of this Certificate Indenture and delivered to and paid for by the terms Underwriters pursuant to the Underwriting Agreement dated May [__], 2001, among the Seller, the Note Issuer and ▇▇▇▇▇▇ Brothers Inc. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., as the representatives of the several underwriters named therein, will represent valid, fully paid and nonassessable undivided beneficial interests in the assets of the Certificate Issuer, entitled to the benefits of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest.Certificate Indenture; (bv) Reasonably promptly after the Restricted Stock vests pursuant Note Purchase Agreement has been duly executed and delivered by the Delaware Trustee on behalf of the Certificate Issuer and, assuming due authorization, execution and delivery thereof by the Note Issuer, constitutes a legal, valid and binding agreement of the Certificate Issuer, enforceable against the Certificate Issuer in accordance with its terms except as enforcement thereof may be subject to Section 4 hereofor limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors' rights generally and by general equitable principles (i) regardless of whether such enforceability is considered in a proceeding in equity or at law), including that the case availability of certificated shares, in exchange for the surrender specific enforcement or injunctive relief is subject to the Company discretion of the certificate evidencing court before which any such proceeding is brought; (vi) the Restricted Stock, delivered to Certificate Issuer is a duly organized and validly existing business trust under the Participant Business Trust Statute and is in good standing; (vii) this Certificate Indenture has been duly qualified under the Trust Indenture Act or no such qualification is necessary; (viii) the Certificate Issuer constitutes a "special purpose trust" and a "financing entity" under Section 8(a1H(a) hereofof the Statute, and the certificates evidencing any other securities received Certificates constitute "electric rate reduction bonds" under Section 1H(a) of the Statute and the Holders of the Certificates are entitled to the rights and benefits thereunder; (ix) for Federal income tax purposes, the Certificate Issuer is not a business entity classified as a corporation or a publicly traded partnership treated as a corporation, but is a "grantor trust" not taxable as a corporation; (x) the Statute creates, upon the effective date of the Financing Order, a first priority lien in the Transition Property securing all obligations, then existing or subsequently arising, to the Holders of the Certificates in respect of such shares, if any, the Company shall issue and deliver Certificates or to the Participant Certificate Trustee in its capacity as such; and (or the Participant’s legal representative, beneficiary or heirxi) a certificate evidencing the Restricted Stock and such other securities, free of matters as the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereofCertificate Trustee may reasonably require. (ce) Sufficient funds to pay the purchase price for the related Class of Notes, as specified in Section 1(b) of the Note Purchase Agreement; and (f) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant Rating Agency Condition shall have the rights of a shareholder been satisfied with respect to the Restricted Stock, including issuance of the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this AgreementClass of Certificates.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificatecertificates, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentStock. The Restricted Stock, if certificated, shall Each such certificate may bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order legend shall not be removed from such certificates until such shares of Restricted Stock vest. (b) Reasonably promptly after the any such shares of Restricted Stock vests vest pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate certificates evidencing the such shares of Restricted Stock, Stock delivered to the Participant under Section 8(a7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate certificates evidencing the such shares of Restricted Stock and such other securitiesStock, free of the legend provided in Section 8(a7(a) hereof and (ii) hereof, together with any property in respect of such shares held by the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established custodian pursuant to Section 8(a) 9 hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b7(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The CommitteeTo the extent permitted by applicable law, in its sole discretion, may permit the Participant to may satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a7(a) hereof, and then only from the date such certificate is issued or such book entry is madeissued. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agentcertificate, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability transferability, the forfeiture provisions and the forfeiture provisionsrequirement that dividends be held in escrow until the shares vest, as set forth in this Agreement.

Issuance of Certificates. Upon the exercise of the Representative's Unit Warrant, the issuance of certificates for the Representative's Warrants and Representative's Shares or other securities, properties or rights underlying such Representative's Unit Warrant, shall be made (aand in any event within five (5) Reasonably promptly after business days thereafter) without charge to the Grant DateHolder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Representative and the Company shall not be required to issue and or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Participant a stock certificate, registered Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Representative's Unit Warrants and the certificates representing the Representative's Warrants and Representative's Shares issuable upon exercise of the Representative's Unit Purchase Warrant shall be executed on behalf of the Company in the name same manner as the certificates for the Public Shares and Public Warrants. The Representative's Unit Warrants shall be dated the date of the Participantexecution by the Company upon initial issuance, evidencing division, exchange, substitution or transfer. The certificates representing the shares Representative's Shares and Representative's Warrants issuable upon exercise of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which the Representative's Unit Warrants shall be maintained identical in book entry form on and substance to the books of the transfer agent. The Restricted StockPublic Shares and Public Warrants, if certificated, shall bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by including the terms of this Agreement and the Plan. Such legend, electronic coding or stop order shall not be removed until such shares of Restricted Stock vest. (b) Reasonably promptly after the Restricted Stock vests pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange redemption for the surrender Warrants sold to the Company public; provided, however, the exercise price of the certificate evidencing the Restricted Stock, delivered to the Participant under Section 8(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company Representative's Warrants shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate evidencing the Restricted Stock and such other securities, free be $______ [165% of the legend provided in Section 8(a) hereof and (ii) in the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established pursuant to Section 8(a) hereof. (c) The Company may require as a condition exercise price of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The Committee, in its sole discretion, may permit the Participant to satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cashPublic Warrants]. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a) hereof, and then only from the date such certificate is issued or such book entry is made. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agent, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability and the forfeiture provisions, as set forth in this Agreement.

Issuance of Certificates. (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant a stock certificatecertificates, registered in the name of the Participant, evidencing the shares of Restricted Stock or shall instruct its transfer agent to issue shares of Restricted Stock which shall be maintained in book entry form on the books of the transfer agentStock. The Restricted Stock, if certificated, shall Each such certificate may bear the following legend: “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION ENCUMBRANCE OR OTHER DISPOSAL OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE GENERAL MARITIME CORPORATION 2001 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT BETWEEN GENERAL MARITIME CORPORATION AND THE HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF SUCH PLAN AND RESTRICTED STOCK GRANT AGREEMENT SHALL BE VALID OR EFFECTIVE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO THE SECRETARY OF GENERAL MARITIME CORPORATION.” If the Restricted Stock is in book entry form, it shall be subject to electronic coding or stop order indicating that such shares of Restricted Stock are restricted by the terms of this Agreement and the Plan. Such legend, electronic coding or stop order legend shall not be removed from such certificates until such shares of Restricted Stock vest. (b) Reasonably promptly after the any such shares of Restricted Stock vests vest pursuant to Section 4 hereof, (i) in the case of certificated shares, in exchange for the surrender to the Company of the certificate certificates evidencing the such shares of Restricted Stock, delivered to the Participant under Section 8(a7(a) hereof, and the certificates evidencing any other securities received in respect of such shares, if any, the Company shall issue and deliver to the Participant (or the Participant’s legal representative, beneficiary or heir) a certificate certificates evidencing the such shares of Restricted Stock and such other securitiesStock, free of the legend provided in Section 8(a7(a) hereof and (ii) hereof, together with any property in respect of such shares held by the case of book entry shares, the Company shall cause to be lifted and removed any electronic coding or stop order established custodian pursuant to Section 8(a) 9 hereof. (c) The Company may require as a condition of the delivery of stock certificates or the lifting or removal of any electronic coding or stop order with respect to book entry shares pursuant to Section 8(b7(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate. The CommitteeTo the extent permitted by applicable law, in its sole discretion, may permit the Participant to may satisfy such obligation by delivering shares of Common Stock or by directing the Company to withhold from delivery shares of Common Stock, in either case valued at their Fair Market Value on the Vesting Date with fractional shares being settled in cash. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued therefor or an appropriate book entry is made on the books of the transfer agent reflecting the issuance thereof pursuant to Section 8(a7(a) hereof, and then only from the date such certificate is issued or such book entry is madeissued. Upon the issuance of a stock certificate or the making of an appropriate book entry on the books of the transfer agentcertificate, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability transferability, the forfeiture provisions and the forfeiture provisionsrequirement that dividends be held in escrow until the shares vest, as set forth in this Agreement.