AGREEMENT AND PLAN OF MERGER AND AMALGAMATION

Exhibit 2.1

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER AND AMALGAMATION

by and among

Arlington Tankers Ltd.,

Galileo Holding Corporation,

Archer Amalgamation Limited,

Galileo Merger Corporation,

and

General Maritime Corporation

Dated as of August 5, 2008

TABLE OF CONTENTS

TABLE OF DEFINED TERMS

AGREEMENT AND PLAN OF MERGER AND AMALGAMATION

     THIS AGREEMENT AND PLAN OF MERGER AND AMALGAMATION (this “Agreement”), dated as of August 5, 2008, is by and among Arlington Tankers Ltd., a company incorporated in the Islands of Bermuda (“Archer”), Galileo Holding Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (“New Parent”), Archer Amalgamation Limited, a company incorporated in the Islands of Bermuda and a wholly owned Subsidiary of New Parent (“Amalgamation Sub”), Galileo Merger Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands and a wholly owned Subsidiary of New Parent (“Merger Sub”), and General Maritime Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (“Galileo”).

     WHEREAS, the Board of Directors of Archer (the “Archer Board”), the Board of Directors of Galileo (the “Galileo Board”), and the Boards of Directors of New Parent, Amalgamation Sub and Merger Sub each deem it advisable to and in the best interests of each respective company and its shareholders that Archer and Galileo combine on the terms and subject to the conditions set forth in this Agreement in order to advance the long-term business interests of Archer and Galileo;

     WHEREAS, the combination of Archer and Galileo shall be effected as follows: (i) Archer will amalgamate with Amalgamation Sub, with the resulting amalgamated company continuing as the surviving entity (the “Archer Amalgamation”), in accordance with the terms of this Agreement and the Bermuda Companies Act 1981 (the “Companies Act”), and (ii) the Merger Sub will merge with and into Galileo with Galileo continuing as the surviving corporation (the “Galileo Merger” and, together with the Archer Amalgamation, the “Combinations”), in accordance with the terms of this Agreement and the Business Corporations Act of the Marshall Islands (the “BCA”);

     WHEREAS, upon consummation of the Combinations, each of the Amalgamated Company and the Surviving Corporation will be a wholly owned Subsidiary of New Parent, which has been formed by Archer and Galileo solely for the purpose of the transactions contemplated by this Agreement; and

     WHEREAS, for United States federal income tax purposes, it is intended that each of the Archer Amalgamation and the Galileo Merger, together with the transactions set forth in Section 6.19, shall qualify as reorganizations within the meaning of Section 368(a) of the Internal Revenue Code of 1986 (the “Code”).

     NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below, Archer, Galileo, Merger Sub, Amalgamation Sub and New Parent agree as follows:

ARTICLE I

FORMATION OF NEW PARENT AND MERGER SUBS; THE COMBINATIONS

          (a) Archer and Galileo have caused New Parent to be organized under the laws of the Republic of the Marshall Islands. Archer owns 27% of the capital stock of New Parent and Galileo owns 73% of the capital stock of New Parent. The authorized capital stock of New Parent consists of 100 shares of common stock, par value $.01 per share (the “New Parent Common Stock”), of which 27 shares have been issued to Archer and 73 shares have been issued to Galileo. Archer and Galileo shall each take, and shall each cause New Parent to take, all requisite action to cause (i) the Articles of Incorporation of New Parent to be in the form of Exhibit A , or as otherwise mutually agreed upon by the parties hereto and provided in an amendment to this Agreement (which amendment shall include, among other things, an amendment of such Exhibit A ), and providing, among other things, that the name of New Parent shall be “General Maritime Corporation,” and, as so amended, such Articles of Incorporation shall be the Articles of Incorporation of New Parent, until further amended in accordance with the BCA, and (ii) the By-laws of New Parent to be in the form of Exhibit B , or as otherwise mutually agreed upon by the parties hereto and provided in an amendment to this Agreement (which amendment shall include, among other things, an amendment of such Exhibit B ), and, as so amended, such By-laws shall be the By-laws of New Parent, until further amended in accordance with the BCA.

          (b) The sole director of New Parent as of the date hereof is the individual listed on Schedule 1.1(b)(i) . Archer and Galileo shall each take, and shall cause New Parent to take, all requisite action to cause the directors of New Parent as of the Effective Time to be (i) the individuals listed on Schedule 1.1(b)(ii) and one individual who is a director or executive officer of Archer as of prior to the Effective Time and who is mutually acceptable to Archer and Galileo (such individual, the “Archer Director”). If any of the individuals listed on Schedule 1.1(b)(ii) shall prior to the Effective Time be unable or unwilling to hold office as a director of New Parent immediately after the Effective Time, the Galileo Board shall designate another individual to be appointed director in his or her place, and such individual shall become a director of New Parent at the Effective Time. Neither Archer nor Galileo nor New Parent shall permit any individual to be a director of New Parent other than in accordance with this Section 1.1(b).

          (c) Archer and Galileo have caused New Parent to organize, and New Parent has organized, Amalgamation Sub under the laws of the Islands of Bermuda and Merger Sub under the laws of the Republic of the Marshall Islands. The authorized share capital of Amalgamation Sub consists of 100 shares of common stock, par value $.01 per share (the “Amalgamation Sub Common Stock”), all of which are validly issued, fully paid and nonassessable, and are owned by New Parent. The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $.01 per share (the “Merger Sub Common Stock”), all of which are validly issued, fully paid and nonassessable, and are owned by New Parent.

          (a) On the terms and subject to the conditions set forth in this Agreement, the Merger Sub shall be merged with and into Galileo at the Effective Time in accordance with the BCA, with Galileo continuing as the surviving corporation. On the Closing Date, Archer and Galileo shall cause to be filed with the Registrar of Corporations of the Republic of the Marshall

Islands, articles of merger (the “Articles of Merger”) in such form as is required by, and executed by the Surviving Corporation in accordance with, the relevant provisions of the BCA and shall make all other filings or recordings required under the BCA in order to effect the Galileo Merger.

          (b) On the terms and subject to the conditions set forth in this Agreement, Archer shall be amalgamated with Amalgamation Sub at the Effective Time in accordance with the Companies Act, with the Amalgamated Company continuing as the surviving entity. On the Closing Date, Archer and Galileo shall cause to be filed with the Registrar of Companies of Bermuda, a certificate of amalgamation (the “Amalgamation Certificate”) in such form as is required by, and executed by the Amalgamated Company in accordance with, the relevant provisions of the Companies Act and shall make all other filings or recordings required under the Companies Act in order to effect the Archer Amalgamation.

          (c) The Galileo Merger and the Archer Amalgamation shall become effective at such date and time as Archer and Galileo shall agree and shall be specified in the Articles of Merger and the Amalgamation Agreement between Archer and Amalgamation Sub, which shall be in substantially the form attached hereto as Schedule 1.2(c) (the “Amalgamation Agreement”); provided that (i) such date and time shall be after the time of filing of the Articles of Merger and the Amalgamation Agreement and (ii) the Galileo Merger and the Archer Amalgamation shall become effective at the same date and time. As used in this Agreement, the term “Effective Time” shall mean the time when the Galileo Merger and the Archer Amalgamation become effective.

     1.3 Closing . The closing of the Combinations (the “Closing”) will take place at 10:00 a.m., Eastern time, on a date to be specified by Archer and Galileo (the “Closing Date”), which shall be no later than the second business day after satisfaction or waiver of the conditions set forth in Article VII (other than delivery of items to be delivered at the Closing and other than satisfaction of those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditions at the Closing), at the offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, NY 10036, unless another date, place or time is agreed to in writing by Archer and Galileo.

     1.4 Effects of the Combinations .

          (a) At the Effective Time (i) the separate existence of the Merger Sub shall cease and the Merger Sub shall be merged with and into Galileo, with Galileo continuing as the surviving corporation and a Marshall Islands company and having such name as Galileo may determine (Galileo following the Galileo Merger is sometimes referred to herein as the “Surviving Corporation”) and (ii) the Articles of Incorporation of Galileo shall be amended to read in the form of Exhibit C , and, as so amended, such Articles of Incorporation shall be the Articles of Incorporation of the Surviving Corporation, until further amended in accordance with the BCA. In addition, Archer and Galileo shall cause New Parent to cause the Bylaws of the Merger Sub as in effect immediately prior to the Effective Time to be amended and restated at the Effective Time in the form of Exhibit D , and, as so amended and restated, such Bylaws shall

be the Bylaws of the Surviving Corporation, until further amended in accordance with the BCA. The Galileo Merger shall have the effects set forth in Section 97 of the BCA.

          (b) At the Effective Time (i) Archer shall be amalgamated with Amalgamation Sub, with the resulting amalgamated company continuing as the surviving entity and a Bermuda exempted company with the name “Arlington Tankers Ltd.” (the Amalgamation Sub following the Archer Amalgamation is sometimes referred to herein as the “Amalgamated Company”) and (ii) the Memorandum of Association of the Amalgamation Sub shall be amended to be identical to the Memorandum of Association of Archer as of immediately prior to the Effective Time, and, as so amended, such Memorandum of Association shall be the Memorandum of Association of the Amalgamated Company, until further amended in accordance with the BCA. In addition, Archer and Galileo shall cause the Bye-laws of Amalgamation Sub as in effect immediately prior to the Effective Time to be amended and restated at the Effective Time to be identical to the Bye-laws of Archer as of immediately prior to the Effective Time, and, as so amended and restated, such Bye-laws shall be the Bye-laws of the Amalgamated company, until further amended in accordance with the Companies Act. The Archer Amalgamation shall have the effects set forth in Section 109 of the Companies Act.

     1.5 Directors of the Surviving Entities .

          (a) The directors of the Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation.

          (b) The names and addresses of the initial directors of the Amalgamated Company shall be as set forth on Schedule 1.5(b) , with such initial directors to hold office in accordance with the Memorandum of Association and Bye-laws of the Amalgamated Company.

     1.6 Actions of Archer and Galileo . Archer and Galileo, as the holders of all the outstanding shares of New Parent Common Stock, have adopted and approved this Agreement and the transactions contemplated hereby and shall cause New Parent, as the sole stockholder of each of Merger Sub and Amalgamation Sub, to adopt and approve this Agreement. Each of Archer and Galileo shall take all actions necessary to cause New Parent, Merger Sub and Amalgamation Sub to take any actions necessary in order to consummate the Combinations and the other transactions contemplated hereby.

ARTICLE II

CONVERSION OF SECURITIES

     2.1 Conversion of Capital Stock .

          (a)  Galileo Merger . As of the Effective Time, by virtue of the Galileo Merger and without any action on the part of the holder of any shares of the capital stock of Galileo or the capital stock of the Merger Sub:

               (i)  Capital Stock of the Merger Sub . Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall remain

issued and outstanding and unchanged, and New Parent shall remain the sole shareholder of the Surviving Corporation.

               (ii)  Cancellation of Certain Shares . All shares of common stock, $.01 par value per share, of Galileo (“Galileo Common Stock”) that are owned by Galileo as treasury stock or by any Subsidiary of Galileo, any shares of Galileo Common Stock owned by Archer or any Subsidiary of Archer, and any shares of Galileo Common Stock owned by New Parent, Merger Sub or Amalgamation Sub, in each case as of immediately prior to the Effective Time, shall be cancelled and shall cease to exist and no stock of New Parent or other consideration shall be delivered in exchange therefor.

               (iii)  Exchange Ratio for Galileo Common Stock . Subject to Section 2.2, each share of Galileo Common Stock (other than shares to be cancelled in accordance with Section 2.1(a)(ii) and Galileo Dissenting Shares) shall be automatically converted into the right to receive 1.34 (the “Galileo Exchange Ratio”) shares of New Parent Common Stock upon surrender of the certificate representing such share of Galileo Common Stock in the manner provided in Section 2.2. As of the Effective Time, all such shares of Galileo Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Galileo Common Stock shall cease to have any rights with respect thereto, except the right to receive the shares of New Parent Common Stock pursuant to this Section 2.1(a)(iii) and any cash in lieu of fractional shares of New Parent Common Stock to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.2, without interest.

               (iv)  Unvested Stock . At the Effective Time, any shares of New Parent Common Stock issued in accordance with Section 2.1(a)(iii) with respect to any unvested shares of Galileo Common Stock awarded to employees, directors or consultants pursuant to any of Galileo’s plans or arrangements and outstanding immediately prior to the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms such unvested shares of Galileo Common Stock vest at the Effective Time. Galileo shall not take or permit any action which would accelerate vesting of any unvested shares, except to the extent required by their terms as in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided to Archer. All outstanding rights which Galileo may hold immediately prior to the Effective Time to repurchase unvested shares of Galileo Common Stock shall be assigned to New Parent as of the Effective Time and shall thereafter be exercisable by New Parent upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share shall be appropriately adjusted to reflect the Galileo Exchange Ratio. Galileo shall use its reasonable best efforts to cause the foregoing provisions of this Section 2.1(a)(iv) to occur.

          (b)  Archer Amalgamation . As of the Effective Time, by virtue of the Archer Amalgamation and without any action on the part of the holder of any shares of the capital stock of Archer or the capital stock of the Amalgamation Sub:

               (i)  Capital Stock of Amalgamation Sub . Each share of Amalgamation Sub Common Stock issued and outstanding immediately prior to the Effective Time shall remain

issued and outstanding and unchanged, and New Parent shall remain the sole shareholder of the Amalgamated Company.

               (ii)  Cancellation of Certain Shares . All common shares, $.01 par value per share, of Archer (“Archer Common Stock”) that are owned by Archer as treasury stock or by any Subsidiary of Archer, any shares of Archer Common Stock owned by Galileo or any Subsidiary of Galileo, and any shares of Archer Common Stock owned by New Parent, Merger Sub or Amalgamation Sub, in each case as of immediately prior to the Effective Time, shall be cancelled and shall cease to exist and no stock of New Parent or other consideration shall be delivered in exchange therefor.

               (iii)  Exchange Ratio for Archer Common Stock . Subject to Section 2.2, each share of Archer Common Stock (other than shares to be cancelled in accordance with Section 2.1(b)(ii) and Archer Dissenting Shares) shall be automatically converted into the right to receive one (the “Archer Exchange Ratio”) share of New Parent Common Stock upon surrender of the certificate representing such share of Archer Common Stock in the manner provided in Section 2.2. As of the Effective Time, all such shares of Archer Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Archer Common Stock shall cease to have any rights with respect thereto, except the right to receive the shares of New Parent Common Stock pursuant to this Section 2.1(b)(iii) and any cash in lieu of fractional shares of New Parent Common Stock to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 2.2, without interest.

          (c)  Adjustments to Exchange Ratios . If there is any reclassification, stock split, subdivision, reverse split, consolidation, stock or share dividend or bonus issue (including any dividend or distribution of securities convertible into Archer Common Stock or Galileo Common Stock), reorganization, recapitalization or other like change with respect to Archer Common Stock or Galileo Common Stock occurring after the date hereof and prior to the Effective Time, the Galileo Exchange Ratio and the Archer Exchange Ratio shall be adjusted accordingly to provide to the holders of Galileo Common Stock and Archer Common Stock the same economic effect as contemplated by this Agreement prior to such event.

          (d)  Effect on New Parent Common Stock . Immediately following the Effective Time, shares of the capital stock of New Parent owned by the Surviving Corporation or the Amalgamated Company shall be cancelled by New Parent without payment therefor.

     2.2 Exchange of Certificates . The procedures for exchanging outstanding shares of Archer Common Stock and Galileo Common Stock for New Parent Common Stock pursuant to the Archer Amalgamation and the Galileo Merger, respectively, are as follows:

          (a)  Exchange Agent . Promptly following the Effective Time, New Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable to Archer, with The Bank of New York Mellon or another bank or trust company designated by Galileo and reasonably acceptable to Archer (the “Exchange Agent”), for the benefit of the holders of shares of Archer Common Stock and Galileo Common Stock, which shall provide for exchange in accordance with this Section 2.2, through the Exchange Agent, of (i) certificates

representing the shares of New Parent Common Stock (such shares of New Parent Common Stock, together with any dividends or distributions with respect thereto with a record date after the Effective Time, being hereinafter referred to as the “Exchange Fund”) issuable pursuant to Section 2.1 in exchange for outstanding shares of Archer Common Stock and Galileo Common Stock, (ii) cash in an amount sufficient to make payments for fractional shares required pursuant to Section 2.2(c), and (iii) any dividends or distributions to which holders of certificates which immediately prior to the Effective Time represented outstanding shares of Archer Common Stock or Galileo Common Stock (the “Certificates”) whose shares were converted pursuant to Section 2.1 into the right to receive shares of New Parent Common Stock may be entitled pursuant to Section 2.2(d). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the shares of New Parent Common Stock and cash contemplated to be issued pursuant to this Section 2.2(a) out of the Exchange Fund. Except as contemplated by Section 2.2(f), the Exchange Fund shall not be used for any other purpose.

          (b)  Exchange Procedures . As soon as reasonably practicable after the Effective Time, Galileo shall cause the Exchange Agent to mail to each holder of record of a Certificate whose shares were converted into the right to receive New Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of such Certificates to the Exchange Agent and shall be in such form and have such other provisions as Galileo may reasonably specify) and (ii) instructions for effecting the surrender of such Certificates in exchange for certificates representing shares of New Parent Common Stock (plus cash in lieu of fractional shares, if any, of New Parent Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of New Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Archer Common Stock or Galileo Common Stock which is not registered in the transfer records of Archer or Galileo, respectively, a certificate representing the proper number of shares of New Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions pursuant to Section 2.2(d) may be issued or paid to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of New Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any dividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2. No interest shall be paid or accrue on any cash payable upon the surrender of any Certificate pursuant to the provisions of this Article II.

          (c)  No Fractional Shares . No certificate or scrip representing fractional shares of New Parent Common Stock shall be issued upon the surrender for exchange of Certificates,

and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of New Parent. Notwithstanding any other provision of this Agreement, each holder of shares of Archer Common Stock or Galileo Common Stock converted pursuant to the Archer Amalgamation or the Galileo Merger, respectively, who would otherwise have been entitled to receive a fraction of a share of New Parent Common Stock (after taking into account all Certificates delivered by such holder and the aggregate number of shares of Archer Common Stock and Galileo Common Stock collectively represented thereby) shall receive, in lieu thereof, cash (without interest) in an amount (rounded to the nearest cent) equal to such fractional part of a share of New Parent Common Stock multiplied by the closing price of New Parent Common Stock at the end of regular trading hours on the New York Stock Exchange (“NYSE”) on the first trading day following the day on which the Effective Time occurs, as such price is reported on the NYSE Composite Transaction Tape (as reported by Bloomberg Financial Markets or such other source as the parties shall agree in writing).

          (d)  Distributions with Respect to Unexchanged Shares . No dividends or other distributions declared or made after the Effective Time with respect to New Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be issued and paid to the record holder of such Certificate (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time previously paid with respect to such whole shares of New Parent Common Stock, without interest, and (ii) at the appropriate payment date, the amount of dividends or other distributions having a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender that are payable with respect to such whole shares of New Parent Common Stock.

          (e)  No Further Ownership Rights in Archer Common Stock and Galileo Common Stock . All shares of New Parent Common Stock issued upon the surrender for exchange of Certificates in accordance with the terms hereof (including any cash or dividends or other distributions paid pursuant to Section 2.2(c) or 2.2(d)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Archer Common Stock or Galileo Common Stock represented by such Certificates, and from and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation or the Amalgamated Company of the shares of Galileo Common Stock or Archer Common Stock, respectively, which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, the Amalgamated Company or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.

          (f)  Termination of Exchange Fund . Any portion of the Exchange Fund which remains undistributed to the holders of Archer Common Stock and Galileo Common Stock for twelve months after the Effective Time shall be delivered to New Parent, upon demand, and any holder of Archer Common Stock or Galileo Common Stock who has not previously complied with this Section 2.2 shall thereafter look only to New Parent for, and New Parent shall remain liable for, payment of its claim for New Parent Common Stock, any cash in lieu of fractional shares of New Parent Common Stock and any dividends or distributions with respect to New Parent Common Stock.

          (g)  No Liability . To the extent permitted by applicable law, none of Archer, Amalgamation Sub, Merger Sub, Galileo, New Parent, the Surviving Corporation, the Amalgamated Company, or the Exchange Agent shall be liable to any holder of shares of New Parent Common Stock, Galileo Common Stock or Archer Common Stock, as the case may be, for such shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate shall not have been surrendered prior to four years after the Effective Time (or immediately prior to such earlier date on which any shares of New Parent Common Stock, and any cash payable to the holder of such Certificate or any dividends or distributions payable to the holder of such Certificate pursuant to this Article II would otherwise escheat to or become the property of any Governmental Entity), any such shares of New Parent Common Stock or cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable law, become the property of New Parent, free and clear of all claims or interest of any person previously entitled thereto.

          (h)  Withholding Rights . Each of New Parent, the Surviving Corporation, the Amalgamated Company and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Archer Common Stock or Galileo Common Stock such amounts as it reasonably determines that it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable tax law. To the extent that amounts are so withheld by New Parent, the Surviving Corporation, the Amalgamated Company or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Archer Common Stock or Galileo Common Stock, as the case may be, in respect of which such deduction and withholding was made.

          (i)  Lost Certificates . If any Certificate shall have been lost, stolen or destroyed, upon the delivery of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by New Parent, the posting by such person of a bond in such reasonable amount as New Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, New Parent shall cause the Exchange Agent to issue in exchange for such lost, stolen or destroyed Certificate the shares of New Parent Common Stock and any cash in lieu of fractional shares, and unpaid dividends and distributions on shares of New Parent Common Stock deliverable in respect thereof pursuant to this Agreement.

          (j)  Uncertificated Shares . In the case of outstanding shares of Archer Common Stock or Galileo Common Stock that are not represented by Certificates, the parties shall make such adjustments to the procedures described in this Section 2.2 as are necessary or appropriate to implement the same purpose and effect that this Section 2.2 has with respect to shares of Archer Common Stock and Galileo Common Stock that are represented by Certificates.

          (k)  Investment of Exchange Fund . The Exchange Agent shall invest any cash included in the Exchange Fund in investment-grade securities, as directed by New Parent, on a daily basis; provided , however , that no such investment or loss thereon shall affect the amounts payable to former shareholders of Archer or Galileo after the Effective Time pursuant to this Article II. Any interest and other income resulting from such investments shall become part of

the Exchange Fund, and any amounts in excess of the amounts payable pursuant to this Article II shall be paid to New Parent.

     2.3 Galileo Stock Plans .

          (a) At the Effective Time, each outstanding option to purchase Galileo Common Stock (“Galileo Stock Options”), whether vested or unvested, and all stock option plans or other stock or equity-related plans of Galileo (the “Galileo Stock Plans”) themselves, insofar as they relate to outstanding Galileo Stock Options, shall be assumed by New Parent and shall become an option to acquire, on the same terms and conditions as were applicable under such Galileo Stock Option immediately prior to the Effective Time, the same number of shares of New Parent Common Stock as the holder of such Galileo Stock Option would have been entitled to receive pursuant to the Galileo Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded down to the nearest whole number), at a price per share (rounded up to the nearest whole cent) equal to the quotient of (y) the aggregate exercise price for the shares of Galileo Common Stock purchasable pursuant to such Galileo Stock Option immediately prior to the Effective Time, divided by (z) the aggregate number of shares of New Parent Common Stock deemed purchasable pursuant to such Galileo Stock Option in accordance with the foregoing. Such Galileo Stock Options shall continue in effect on the same terms and conditions to which they are currently subject (subject to the adjustments required by this Section 2.3 after giving effect to the Galileo Merger).

          (b) Promptly after the Effective Time, New Parent shall deliver to the participants in the Galileo Stock Plans appropriate notice setting forth such participants’ rights pursuant to the Galileo Stock Options, as provided in this Section 2.3.

          (c) New Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of New Parent Common Stock for delivery upon exercise of the Galileo Stock Options assumed in accordance with this Section 2.3. As promptly as practicable after the Effective Time, New Parent shall file a registration statement on Form S-8 (or any successor form) or another appropriate form with respect to the shares of New Parent Common Stock subject to such options and shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding.

     2.4 Dissenting Shares .

          (a) Galileo Dissenting Shares .

               (i) Notwithstanding anything to the contrary contained in this Agreement, shares of Galileo Common Stock held by a holder who has delivered a written objection to the proposed corporate action and a demand for payment of such shares in accordance with Sections 100 and 101 of the BCA (any such shares being referred to as “Galileo Dissenting Shares” until such time as such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to payment as a holder of Galileo Dissenting Shares under the BCA with respect to such shares) shall not be converted into or represent the right to receive

shares of New Parent Common Stock (plus cash in lieu of fractional shares, if any, of New Parent Common Stock and any dividends or distributions) in accordance with Section 2.1(a), but shall be entitled only to such rights as are granted by the BCA to a holder of Galileo Dissenting Shares.

               (ii) If any Galileo Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of loss of such status, such shares shall automatically be converted into and shall represent only the right to receive shares of New Parent Common Stock (plus cash in lieu of fractional shares, if any, of New Parent Common Stock and any dividends or distributions) in accordance with Section 2.1(a), without interest thereon, upon surrender of the Certificate formerly representing such shares.

               (iii) Galileo shall give Archer: (A) prompt notice of any demands received by Galileo for payment or appraisal of shares of Galileo Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to Galileo prior to the Effective Time pursuant to the BCA that relate to such demand; and (B) the opportunity to participate in all negotiations and proceedings with respect to any such demand, notice or instrument. Galileo shall not make any payment or settlement offer prior to the Effective Time with respect to any such demand, notice or instrument unless Archer shall have given its written consent to such payment or settlement offer.

          (b) Archer Dissenting Shares .

               (i) Notwithstanding anything to the contrary contained in this Agreement, shares of Archer Common Stock held by a holder who has not voted in favor of the Archer Amalgamation or consented thereto in writing and who otherwise properly perfected such holder’s right to appraisal for such shares in accordance with the Companies Act (any such shares being referred to as “Archer Dissenting Shares”) shall not be converted into or represent the right to receive shares of New Parent Common Stock (plus cash in lieu of fractional shares, if any, of New Parent Common Stock and any dividends or distributions) in accordance with Section 2.1(b), but shall be entitled only to such rights as are granted by Section 106 of the Companies Act to a holder of Archer Dissenting Shares.

               (ii) If any Archer Dissenting Shares shall lose their status as such (through the applicable holder’s withdrawal of an appraisal application to the applicable Bermuda court or otherwise), then, as of the later of the Effective Time or the date of loss of such status, such shares shall automatically be converted into and shall represent only the right to receive shares of New Parent Common Stock (plus cash in lieu of fractional shares, if any, of New Parent Common Stock and any dividends or distributions) in accordance with Section 2.1(b), without interest thereon, upon surrender of the Certificate formerly representing such shares.

               (iii) Archer shall give Galileo: (A) prompt notice of any demands received by Archer for payment or appraisal of shares of Archer Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to Archer prior to the Effective Time pursuant to the Companies Act that relate to such demand; and (B) the

opportunity to participate in all negotiations and proceedings with respect to any such demand, notice or instrument. Archer shall not make any payment or settlement offer prior to the Effective Time with respect to any such demand, notice or instrument unless Galileo shall have given its written consent to such payment or settlement offer.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF GALILEO

     Galileo represents and warrants to Archer that the statements contained in this Article III are true and correct, except as set forth (i) in the registration statements, reports, schedules, forms, certifications and other statements and documents (collectively, including the exhibits and all other information incorporated therein, “SEC Documents”) filed with or furnished to the SEC by Galileo and publicly available on or after January 1, 2008 and prior to the date of this Agreement (the “Galileo Filed SEC Documents”) (but only to the extent it is clearly apparent that the disclosure contained in such filed or furnished documents is relevant to one or more of the representations and warranties contained in this Article III and excluding any disclosure in any “Risk Factors” section or any forward looking or hypothetical statements contained in such filed or furnished documents) or (ii) in the disclosure letter delivered by Galileo to Archer on the date of this Agreement (the “Galileo Disclosure Letter”). The Galileo Disclosure Letter shall be arranged in sections corresponding to the numbered and lettered sections contained in this Article III and the disclosure in any paragraph shall qualify (1) the corresponding section in this Article III and (2) the other sections in this Article III, but only to the extent that it is clearly apparent from a reading of such disclosure that it also qualifies or applies to such other sections in this Article III.

     3.1 Organization, Standing and Corporate Power . Galileo (a) is a corporation duly organized, validly existing and in good standing or has equivalent status under the laws of the Marshall Islands, and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and (b) is duly qualified or licensed to do business and is in good standing or has equivalent status in each jurisdiction in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except, in the case of this clause (b), for such failures to be so qualified, licensed or in good standing as have not had, and are not reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect. For purposes of this Agreement, the term “Galileo Material Adverse Effect” means any change, event, effect, circumstance, occurrence, state of facts or development that, individually or in the aggregate with all such other changes, events, effects, circumstances, occurrences, states of facts and developments, is or is reasonably likely to be materially adverse to (i) the business, assets (including vessels), financial condition or results of operations of Galileo and its Subsidiaries, taken as a whole, or (ii) the ability of Galileo to consummate the transactions contemplated by this Agreement on a reasonably prompt basis; provided that the following shall not be deemed to constitute a “Galileo Material Adverse Effect”: any change, event, effect, circumstance, occurrence, state of facts, or development to the extent caused by or resulting from (A) changes, events, circumstances or developments in prevailing economic or market conditions in the United States or any other jurisdiction in which Galileo and its Subsidiaries, taken as a whole, have substantial business operations (except to the extent those changes have a materially

disproportionate effect on Galileo and its Subsidiaries, taken as a whole, relative to Archer and its Subsidiaries, taken as a whole, in which case the incremental disproportionate impact(s) may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or is reasonably likely to be, a Galileo Material Adverse Effect), (B) changes, events, circumstances or developments occurring after the date hereof, affecting the industries in which Archer and Galileo operate generally (except to the extent those changes or events have a materially disproportionate effect on Galileo and its Subsidiaries, taken as a whole, relative to Archer and its Subsidiaries, taken as a whole, in which case the incremental disproportionate impact(s) may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or is reasonably likely to be, a Galileo Material Adverse Effect), (C) changes announced or effective after the date hereof in GAAP applicable to Galileo and its Subsidiaries (except to the extent those changes have a materially disproportionate effect on Galileo and its Subsidiaries, taken as a whole, relative to Archer and its Subsidiaries, taken as a whole, in which case the incremental disproportionate impact(s) may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or is reasonably likely to be, a Galileo Material Adverse Effect), (D) changes announced or effective after the date hereof, in laws, rules or regulations of general applicability or interpretations thereof by any Governmental Entity (except to the extent those changes have a materially disproportionate effect on Galileo and its Subsidiaries, taken as a whole, relative to Archer and its Subsidiaries, taken as a whole, in which case the incremental disproportionate impact(s) may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or is reasonably likely to be, a Galileo Material Adverse Effect), (E) the announcement and pendency of this Agreement and the transactions contemplated hereby, or (F) any outbreak of major hostilities in which the United States is involved or any act of terrorism within the United States or directed against its facilities or citizens wherever located; and provided , further , that in no event shall a change in the trading prices or volume of Galileo’s capital stock, by itself, be considered a “Galileo Material Adverse Effect. For the avoidance of doubt, the parties agree that the terms “material,” “materially” or “materiality” as used in this Agreement with an initial lower case “m” shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Galileo Material Adverse Effect in the prior sentence of this paragraph or Archer Material Adverse Effect in Section 4.1. Galileo has delivered or made available to Archer copies of Galileo’s Articles of Incorporation and By-laws.

     3.2 Capitalization .

          (a) The authorized capital stock of Galileo consists of 75,000,000 shares of Galileo Common Stock and 5,000,000 shares of preferred stock, $.01 par value per share (“Galileo Preferred Stock”), of which 500,000 shares are designated Series A Junior Participating Preferred Stock. The rights and privileges of each class of Galileo’s capital stock are as set forth in Galileo’s Articles of Incorporation. As of the close of business on the business day prior to the date of this Agreement, (i) 31,331,976 shares of Galileo Common Stock were issued and outstanding, (ii) no shares of Galileo Common Stock were held in the treasury of Galileo or by Subsidiaries of Galileo, and (iii) no shares of Galileo Preferred Stock were issued and outstanding.

          (b) Section 3.2(b) of the Galileo Disclosure Letter lists, as of the date hereof, all issued and outstanding shares of Galileo Common Stock that constitute restricted stock or that are otherwise subject to a repurchase or redemption right or right of first refusal in favor of Galileo, including all such shares under any Galileo Stock Plan (the “Galileo Restricted Shares”), indicating the name of the applicable stockholder, the number of shares such stockholder has been granted and the number of unvested shares.

          (c) Section 3.2(c) of the Galileo Disclosure Letter sets forth a list, as of the date hereof, of: (i) all Galileo Stock Plans, indicating for each Galileo Stock Plan, as of such date, the number of shares of Galileo Common Stock issued to date under such Plan, the number of shares of Galileo Common Stock subject to outstanding options under such Plan and the number of shares of Galileo Common Stock reserved for future issuance under such Plan; and (ii) all outstanding Galileo Stock Options, all of which have vested, indicating with respect to each such Galileo Stock Option the name of the holder thereof, the Galileo Stock Plan under which it was granted, the number of shares of Galileo Common Stock subject to such Galileo Stock Option, the exercise price, the date of grant, and the number of shares of Galileo Common Stock subject to unexercised Galileo Stock Options. Galileo has made available to Archer copies of all (x) Galileo Stock Plans, (y) forms of stock option agreements evidencing outstanding Galileo Stock Options and (z) forms of agreements evidencing unvested Galileo Restricted Shares.

          (d) Except (x) as set forth in this Section 3.2, (y) as reserved for future grants under Galileo Stock Plans, and (z) the rights to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock of Galileo (the “Galileo Rights”) issued and issuable under the Amended and Restated Rights Agreement dated as of August 31, 2006 by and between Galileo and Mellon Investor Services, LLC (the “Galileo Rights Plan”), as of the date of this Agreement, (i) there are no voting or equity securities of any class of capital stock of Galileo, or any security exchangeable into or exercisable for such securities, issued, reserved for issuance or outstanding and (ii) there are no options, warrants, equity securities, calls or other rights or agreements of any character to which Galileo or any of its Subsidiaries is a party or by which Galileo or any of its Subsidiaries is bound obligating Galileo or any of its Subsidiaries to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other voting or equity interests of Galileo or any security or rights convertible into or exchangeable or exercisable for any such shares or other voting or equity interests, or obligating Galileo or any of its Subsidiaries to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, or agreement. As of the date of this Agreement, Galileo does not have any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. As of the date of this Agreement, neither Galileo nor any of its Subsidiaries is a party to or is bound by any, and to the knowledge of Galileo, there are no, agreements with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of Galileo. For purposes of this Agreement, the term “Affiliate” when used with respect to any party shall mean any person who is an “affiliate” of that party within the meaning of Rule 405 promulgated under the Securities Act of 1933 (the “Securities Act”). Except as contemplated by this Agreement, there is no rights agreement, “poison pill” anti-takeover plan or other agreement of similar effect to which Galileo or any of its Subsidiaries is a party or by

which it or they are bound and, as of the date of this Agreement, there are no registration rights, in each case with respect to any equity security of any class of Galileo.

          (e) All outstanding shares of Galileo Common Stock are, and all shares of Galileo Common Stock subject to issuance as specified in Section 3.2(c), upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the BCA, Galileo’s Articles of Incorporation or Bylaws or any agreement to which Galileo is a party or is otherwise bound or subject. As of the date hereof, there are no obligations, contingent or otherwise, of Galileo or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Galileo Common Stock.

          (f) No consent of the holders of Galileo Stock Options is required in connection with the actions contemplated by Section 2.3.

     3.3 Subsidiaries .

          (a) Section 3.3 of the Galileo Disclosure Letter sets forth, for each Subsidiary of Galileo as of the date of this Agreement: (i) its name; and (ii) the jurisdiction of organization. For purposes of this Agreement, the term “Subsidiary” means, with respect to any party, any corporation, partnership, trust, limited liability company or other entity or business enterprise in which such party (or another Subsidiary of such party) holds, directly or indirectly, stock or other ownership interests representing (a) more than 50% of the voting power of all outstanding stock or other ownership interests of such entity or (b) the right to receive more than 50% of the net assets of such entity available for distribution to the holders of outstanding stock or ownership interests upon a liquidation or dissolution of such entity.

          (b) Each Subsidiary of Galileo (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and (ii) is duly qualified to do business and is in good standing or has equivalent status in each jurisdiction where the character of its properties owned, operated or leased or the nature of its business or activities makes such qualification necessary, except, in the case of this clause (ii), for such failures to be so qualified or in good standing as have not had, and are not reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect. All of the outstanding shares of capital stock and other equity securities or interests of each Subsidiary of Galileo are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and all such shares are owned, of record and beneficially, by Galileo or another of its Subsidiaries free and clear of all security interests, liens, claims, pledges, limitations in Galileo’s voting rights, charges or other encumbrances of any nature, other than those created under the Galileo Credit Facility. As of the date of this Agreement; there are no outstanding or authorized options, warrants, calls or other rights agreements to which Galileo or any of its Subsidiaries is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any capital stock of any Subsidiary of Galileo; there are no outstanding stock appreciation, phantom stock or

similar rights with respect to any Subsidiary of Galileo; and there are no voting trusts, proxies or other agreements with respect to the voting of any capital stock of any Subsidiary of Galileo.

          (c) As of the date of this Agreement, Galileo does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other business association or entity that is not a Subsidiary of Galileo; and there are no obligations, contingent or otherwise, of Galileo or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other equity interest of any Subsidiary of Galileo or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of Galileo or any other entity, other than guarantees of bank obligations of Subsidiaries of Galileo entered into in the ordinary course of business consistent with past practice (the “Ordinary Course of Business”).

     3.4 Authority; No Conflict; Required Filings and Consents .

          (a) Galileo has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, subject only to the approval of this Agreement (the “Galileo Voting Proposal”) by Galileo’s shareholders under the BCA (the “Galileo Shareholder Approval”). Without limiting the generality of the foregoing, the Galileo Board, at a meeting duly called and held, by the unanimous vote of all directors, approved resolutions that (i) determined that the transactions contemplated by this Agreement are advisable and fair to, and in the best interests of, Galileo and its shareholders, (ii) approved this Agreement in accordance with the provisions of the BCA, (iii) directed that this Agreement and the Galileo Merger be submitted to the shareholders of Galileo for their approval and (iv) recommended that the shareholders of Galileo vote in favor of the Galileo Voting Proposal. No “moratorium”, “control share acquisition”, “business combination”, “fair price”, “interested stockholder” or other form of anti-takeover law (collectively, “Takeover Laws”) of the Republic of the Marshall Islands applies or purports to apply to Galileo with respect to the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Galileo have been duly authorized by all necessary corporate action on the part of Galileo, subject only to the required receipt of the Galileo Shareholder Approval. This Agreement has been duly executed and delivered by Galileo and constitutes the valid and binding obligation of Galileo, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

     (b) The execution and delivery of this Agreement by Galileo do not, and the consummation by Galileo of the transactions contemplated by this Agreement and performance by Galileo of its obligations hereunder shall not (i) conflict with, or result in any violation or breach of, any provision of the Articles of Incorporation or Bylaws of Galileo or of the charter, bylaws, or other organizational document of any Subsidiary of Galileo, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage,

security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on Galileo’s or any of its Subsidiaries’ assets under any of the terms, conditions or provisions of any agreement to which Galileo or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iii) subject to obtaining the Galileo Shareholder Approval and compliance with the requirements specified in clauses (i) through (v) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Galileo or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses that have not had, and are not reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect.

          (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any federal, state, local or foreign government, any court, arbitrational tribunal, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (each, a “Governmental Entity”) or any stock market or stock exchange on which shares of Galileo Common Stock are listed for trading is required by or with respect to Galileo or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Galileo or the consummation by Galileo of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), (ii) the filing of the Articles of Merger with the Registrar of Corporations of the Republic of the Marshall Islands and appropriate corresponding documents with the appropriate authorities of other jurisdictions in which Galileo is qualified as a foreign corporation to transact business, (iii) the filing of the Joint Proxy Statement/Prospectus with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934 (the “Exchange Act”), (iv) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country and (vi) such consents, authorizations, orders, filings, approvals and registrations which, if not obtained or made, have not had, and would not be reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect.

          (d) The affirmative vote for approval of the Galileo Voting Proposal by the holders of a majority of the outstanding shares of Galileo Common Stock on the record date for the meeting of Galileo’s shareholders to consider the Galileo Voting Proposal (the “Galileo Meeting”) is the only vote of the holders of any class or series of Galileo’s capital stock or other securities necessary to approve this Agreement and for consummation by Galileo of the transactions contemplated by this Agreement. No bonds, debentures, notes or other indebtedness of Galileo having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matters on which shareholders of Galileo or any of its Subsidiaries may vote are issued or outstanding or subject to issuance.

     3.5 SEC Filings; Financial Statements; Information Provided .

          (a) Galileo has filed or furnished all SEC Documents required to be filed or furnished by Galileo with the SEC since January 1, 2008. All such SEC Documents (including those that Galileo may file or furnish after the date hereof until the Closing) are referred to herein as the “Galileo SEC Documents.” All of the Galileo SEC Documents are publicly available on the SEC’s EDGAR system. Galileo has made available to Archer copies of all comment letters received by Galileo from the staff of the SEC since January 1, 2008, and all responses to such comment letters by or on behalf of Galileo. All Galileo SEC Documents (x) were or will be filed or furnished on a timely basis, (y) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002 (“SOX”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Galileo SEC Documents, and (z) did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Galileo SEC Documents or necessary in order to make the statements in such Galileo SEC Documents, in the light of the circumstances under which they were made, not misleading. No Subsidiary of Galileo is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

          (b) Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained or to be contained in the Galileo SEC Documents at the time filed or furnished (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (including Regulation S-X), (ii) were or will be prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved and at the dates involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by the SEC under the Exchange Act), and (iii) fairly presented or will fairly present the consolidated financial position of Galileo and its Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods indicated, consistent with the books and records of Galileo and its Subsidiaries, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The consolidated, unaudited balance sheet of Galileo as of March 31, 2008 is referred to herein as the “Galileo Balance Sheet.”

          (c) The information to be supplied by or on behalf of Galileo for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed by New Parent pursuant to which shares of New Parent Common Stock issued in connection with the Combinations shall be registered under the Securities Act (the “Registration Statement”), or to be included or supplied by or on behalf of Galileo for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act (each a “Regulation M-A Filing”), shall not at the time the Registration Statement or any such Regulation M-A Filing is filed with the SEC, at any time it is amended or supplemented, or at the time the Registration Statement is declared effective by the SEC, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information to be supplied by or on behalf of Galileo for inclusion or incorporation by reference in the joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) to be sent to the shareholders of Galileo and Archer in connection with the Galileo Meeting and the Archer Meeting, shall not, on

the date the Joint Proxy Statement/Prospectus is first mailed to shareholders of Galileo or Archer, or at the time of the Galileo Meeting or the Archer Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made in the Joint Proxy Statement/Prospectus, in the light of the circumstances under which they were made, not misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Galileo Meeting or the Archer Meeting which has become false or misleading.

     3.6 No Undisclosed Liabilities . Except for liabilities and obligations (a) reflected or reserved against in the Galileo Balance Sheet (or described in the notes thereto), (b) incurred in connection with this Agreement or the transactions contemplated hereby, (c) incurred since the date of the Galileo Balance Sheet in the Ordinary Course of Business and (d) incurred pursuant to contracts (other than liabilities for breach thereof), Galileo and its Subsidiaries do not have, as of the date of this Agreement, any liabilities, either accrued, contingent or otherwise (whether or not required to be reflected in financial statements in accordance with GAAP), and whether due or to become due, that have had, or are reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect.

     3.7 Absence of Certain Changes or Events . Since the date of the Galileo Balance Sheet and on or prior to the date hereof, and other than as expressly permitted by this Agreement, Galileo and its Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and, since such date, there has not been (i) any change, event, circumstance, occurrence, state of facts, development or effect that has had, or is reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect; or (ii) any other action or event that would have required the consent of Archer pursuant to Section 5.1 of this Agreement had such action or event occurred after the date of this Agreement.

     3.8 Taxes .

          (a) Galileo and each of its Subsidiaries has properly filed on a timely basis all material Tax Returns that it was required to file, and all such Tax Returns were correct and complete in all material respects. Each of Galileo and its Subsidiaries has in all material respects paid on a timely basis all Taxes that were due and payable. The unpaid Taxes of Galileo and each of its Subsidiaries for Tax periods through the date of the Galileo Balance Sheet do not exceed in any material respect the accruals and reserves for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Galileo Balance Sheet and all unpaid Taxes of Galileo and each of its Subsidiaries for all Tax periods commencing after the date of the Galileo Balance Sheet arose in the Ordinary Course of Business and are of a type and amount commensurate with Taxes attributable to prior similar periods. Neither Galileo nor any of its Subsidiaries (i) has any actual or potential liability as a transferee or successor, pursuant to any contractual obligation, or otherwise for any Taxes of any person other than Galileo or any of its Subsidiaries, or (ii) is a party to or bound by any Tax indemnity, Tax sharing, Tax allocation or similar agreement. All material Taxes that Galileo or any of its Subsidiaries was required by law to withhold or collect have been duly withheld or collected and, to the extent required, have been properly paid to the appropriate Governmental Entity. As used in this Agreement, “Taxes” shall mean any and all

taxes, charges, fees, duties, contributions, levies or other similar assessments or liabilities in the nature of a tax imposed by the United States of America or any state, local or foreign government, or any agency or political subdivision thereof, and any interest, fines, penalties, assessments or additions to tax imposed with respect to such items or any contest or dispute thereof, and “Tax Returns” shall mean any and all reports, returns, or declarations relating to Taxes, including any schedule or attachment thereto, including any amendment thereof.

          (b) Galileo has delivered or made available to Archer (i) copies of all Tax Returns of Galileo and its Subsidiaries relating to Taxes for all taxable periods since 2005 for which the applicable statute of limitations has not yet expired, and (ii) copies of all private letter rulings, revenue agent reports, information document requests, notices of proposed deficiencies, deficiency notices, protests, petitions, closing agreements, settlement agreements, pending ruling requests and any similar documents submitted by, received by, or agreed to by or on behalf of Galileo or any of its Subsidiaries relating to Taxes for all taxable periods for which the statute of limitations has not yet expired. No examination or audit of any Tax Return of Galileo or any of its Subsidiaries by any Governmental Entity has been made, is currently in progress or, to the knowledge of Galileo, threatened or contemplated. Neither Galileo nor any of its Subsidiaries has been informed by any jurisdiction that the jurisdiction believes that Galileo or any of its Subsidiaries was required to file any Tax Return that was not filed. Neither Galileo nor any of its Subsidiaries has (i) waived any statute of limitations with respect to Taxes or agreed to extend the period for assessment or collection of any Taxes, (ii) requested any extension of time within which to file any Tax Return, which Tax Return has not yet been filed, or (iii) executed or filed any power of attorney with any taxing authority.

          (c) Section 3.8(c) of the Galileo Disclosure Letter sets forth each jurisdiction (other than United States federal) in which Galileo or any of its Subsidiaries files, is required to file or has been required to file a Tax Return or is or has been liable for any Taxes on a “nexus” basis since January 1, 2005.

          (d) Neither Galileo nor any of its Subsidiaries is or has been a passive foreign investment company within the meaning of Sections 1291 through 1297 of the Code.

          (e) Galileo is not a controlled foreign corporation within the meaning of Section 957(a) of the Code.

          (f) Each of the Subsidiaries of Galileo has elected to be, and is, disregarded as a separate entity for United States federal income tax purposes in accordance with Section 7701 of the Code.

          (g) All income derived by Galileo and its Subsidiaries from the international operation of ships (as defined in Section 883 of the Code) has been and is exempt from United States federal income taxes pursuant to Section 883 of the Code.

          (h) There are no liens or other encumbrances with respect to Taxes upon any of the assets or properties of Galileo or any of its Subsidiaries, other than with respect to Taxes not yet due and payable or being contested in good faith.

          (i) Neither Galileo nor any of its Subsidiaries has engaged in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

     3.9 Agreements, Contracts and Commitments .

          (a) As of the date of this Agreement, there are no agreements that are material to the business, financial condition or results of operations of Galileo and its Subsidiaries, taken as a whole (“Galileo Material Contracts”), other than those Galileo Material Contracts identified on the exhibit indices of the Galileo Filed SEC Documents. Each Galileo Material Contract is in full force and effect and is enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither Galileo nor any of its Subsidiaries nor, to Galileo’s knowledge, any other party to any Galileo Material Contract is in violation of or in default under (nor does there exist any condition which, upon the passage of time or the giving of notice or both, would cause such a violation of or default under) any agreement to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that have not had, and are not reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect.

          (b) As of the date of this Agreement, there are no agreements to which Galileo or any of its Subsidiaries is a party or bound with any Affiliate of Galileo (other than any Subsidiary which is a direct or indirect wholly owned Subsidiary of Galileo or agreements with directors or officers of Galileo or its Subsidiaries that are disclosed in the Galileo Filed SEC Documents). Except as disclosed in the Galileo Filed SEC Documents, as of the date of this Agreement, neither Galileo nor any of its Subsidiaries has entered into any transaction with any Affiliate of Galileo or any of its Subsidiaries or any transaction that would be subject to proxy statement disclosure pursuant to Item 404 of Regulation  S-K.

          (c) As of the date of this Agreement, there is no non-competition or other similar agreement, judgment, injunction or order to which Galileo or any of its Subsidiaries is a party or is subject that has or would reasonably be expected to have the effect of prohibiting, restricting or impairing in any material respect the conduct of the business of Galileo or any of its Subsidiaries or, following the Effective Time, Archer or any of its Subsidiaries as currently conducted and as proposed to be conducted.

     3.10 Litigation . There is no action, suit, proceeding, claim, arbitration or investigation pending or, to the knowledge of Galileo, threatened against or affecting Galileo or any of its Subsidiaries that, has had, or is reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect. There are no material judgments, orders or decrees outstanding against Galileo or any of its Subsidiaries.

     3.11 Environmental Matters .

          (a) Except for those matters that have not had, and would not be reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect: (i) each of Galileo and its Subsidiaries, and each currently owned, operated or leased Galileo Vessel of Galileo or any of its Subsidiaries, is, and has been since September 21, 2004, in compliance with all applicable Environmental Laws, (ii) each of Galileo and its Subsidiaries has obtained and

complied with all Galileo Permits required under any Environmental Laws to own, lease or operate its properties or other assets (including Galileo Vessels) and to carry on its business and operations as currently conducted; (iii) since September 21, 2004, there has been no Release of any Hazardous Materials from any Galileo Vessel in violation of any Environmental Law resulting (or that would reasonably be expected to result) in liability to Galileo or any of its Subsidiaries from any of its current or former operations and neither Galileo nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, or transported or handled any Hazardous Materials in violation of any Environmental Law; (iv) there is no investigation, suit, claim, action or proceeding pending, or to the knowledge of Galileo, threatened against or affecting Galileo or any of its Subsidiaries relating to or arising under any Environmental Law, and neither Galileo nor any of its Subsidiaries has received any notice of any such investigation, suit, claim, action or proceeding; and (v) neither Galileo nor any of its Subsidiaries has entered into or assumed by agreement or operation of law or otherwise any obligation, liability, order, settlement, judgment, injunction or decree relating to or arising under Environmental Law. To the knowledge of Galileo, as of the date of this Agreement, the Galileo Financial Statements contain an adequate reserve as determined in accordance with GAAP for liabilities and obligations under Environmental Laws and with respect to Hazardous Materials. Galileo has made available to Archer all written environmental compliance reports provided to Galileo’s audit committee since September 21, 2004, relating to Galileo or any of Galileo’s past or current properties, including Galileo Vessels, or operations. The only representations and warranties of Galileo in this Agreement relating to any environmental matters or any other obligation or liability with respect to Hazardous Materials or arising under Environmental Laws are those set forth in this Section 3.11.

          (b) For purposes of this Agreement:

               (i) “Environmental Laws” means all applicable federal, state, local, international and foreign laws (including common law), statutes, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, treaties, conventions, agreements or Galileo Permits (with respect to Galileo and its Subsidiaries) or Archer Permits (with respect to Archer and its Subsidiaries), issued, promulgated or entered into by or with any Governmental Entity relating in any way to the environment, preservation or reclamation of natural resources, the presence, management, Release or threat of Release of, or exposure to, Hazardous Materials, otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, or to human health and safety, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, and the Oil Pollution Act of 1990.

               (ii) “Hazardous Materials” means (1) petroleum products and by-products, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, medical or infectious wastes, polychlorinated biphenyls, radon gas, radioactive substances, chlorofluorocarbons and all other ozone-depleting substances or (2) any chemical, material, substance, waste, pollutant or contaminant that is prohibited, limited or regulated by or pursuant to any Environmental Law to which liabilities, restrictions, remediation or standards of conduct are imposed pursuant to any Environmental Laws, including asbestos, formaldehyde, polychlorinated biphenyls, lead based paint, radioactive materials, waste oil and other petroleum products.

               (iii) “Release” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, pumping, dumping, disposing or migrating into or through the environment or any natural or man-made structure.

               (iv) “Galileo Vessel” means a vessel owned, chartered, managed or leased by Galileo or any Subsidiary of Galileo, including tugs, barges, tankers and articulated tug barge units.

     3.12 Employee Benefit Plans .

          (a) Galileo has made available to Archer a complete and accurate list, as of August 1, 2008, of all material Employee Benefit Plans maintained, or contributed to, by Galileo, any of Galileo’s Subsidiaries or any of their ERISA Affiliates (together, the “Galileo Employee Plans”). For purposes of this Agreement:

               (i) “Employee Benefit Plan” means (A) any domestic or foreign employee pension benefit plan (within the meaning of Section 3(2) of ERISA, whether or not subject to ERISA); (B) any domestic or foreign employee welfare benefit plan (within the meaning of Section 3(2) of ERISA, whether or not subject to ERISA; (C) any domestic or foreign employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA; and (D) any other written or oral plan, program, policy, agreement or arrangement involving direct or indirect compensation and benefits, including insurance coverage, severance benefits, loans, disability benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation, other equity or equity based compensation or other forms of incentive compensation or post-retirement compensation and all unexpired severance agreements for the benefit of, or relating to, any current or former director, officer, employee or consultant of the entity in question or any of its Subsidiaries or ERISA Affiliates.

               (ii) “ERISA” means the Employee Retirement Income Security Act of 1974.

               (iii) “ERISA Affiliate” means any entity which is, or at any applicable time was, a member of (A) a controlled group of corporations (as defined in Section 414(b) of the Code), (B) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (C) an affiliated service group (as defined under Section 414(m) of the Code), any of which includes or included the entity in question or any of its Subsidiaries.

          (b) With respect to each Galileo Employee Plan, Galileo has furnished or made available to Archer, a complete and accurate copy of (i) such plan (or a written summary of any unwritten plan), (ii) the most recent annual report (Form 5500) filed with the Internal Revenue Service (the “IRS”), (iii) each trust agreement, group annuity contract and summary plan description, if any, relating to such Galileo Employee Plan, (iv) the most recent financial statements for each Galileo Employee Plan that is funded, (v) all personnel, payroll and employment manuals and policies, (vi) all employee handbooks and (vii) all reports regarding the satisfaction of the nondiscrimination requirements of Sections 410(b), 401(k) and 401(m) of the Code for 2007.

          (c) Except as has not had, and would not be reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect, (i) each Galileo Employee Plan has been administered in accordance with all applicable laws and the regulations thereunder and in accordance with its terms, (ii) each of Galileo, Galileo’s Subsidiaries and their ERISA Affiliates has met its obligations with respect to such Galileo Employee Plan and has made all required contributions thereto (or reserved such contributions on the Galileo Balance Sheet), and (iii) Galileo, Galileo’s Subsidiaries, each of their respective ERISA Affiliates and each Galileo Employee Plan are in compliance with all applicable laws. With respect to Galileo Employee Plans, no event has occurred, and to the knowledge of Galileo, there exists no condition or set of circumstances in connection with which Galileo or any of its Subsidiaries could be subject to any liability that has had, and is reasonably likely to have, individually or in the aggregate have a Galileo Material Adverse Effect under ERISA, the Code or any other applicable law.

          (d) Neither Galileo, any Subsidiary of Galileo nor any of their ERISA Affiliates has (i) ever maintained or contributed to an Employee Benefit Plan which was ever subject to Section 412 of the Code or Title IV of ERISA or (ii) ever been obligated to contribute to a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA). No Galileo Employee Plan is funded by, associated with or related to a “voluntary employee’s beneficiary association” within the meaning of Section 501(c)(9) of the Code. No Galileo Employee Plan holds securities issued by Galileo, any of Galileo’s Subsidiaries or any of their ERISA Affiliates.

          (e) Except as disclosed in the Galileo Filed SEC Documents, as of the date of this Agreement, neither Galileo nor any of its Subsidiaries is a party to any oral or written: (i) agreement with any shareholders, director, executive officer or other key employee of Galileo or any of its Subsidiaries (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Galileo or any of its Subsidiaries of the nature of the transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee or (C) providing severance benefits or other benefits after the termination of employment of such director, executive officer or key employee; (ii) agreement, plan or arrangement under which any person may receive payments from Galileo or any of its Subsidiaries that may be subject to the tax imposed by Section 4999 of the Code or similar law of another jurisdiction or would be characterized as an “excess parachute payment” (as defined in Section 280G of the Code, without regard to Section 280G(b)(4) (or similar law of another jurisdiction); or (iii) agreement or plan binding Galileo or any of its Subsidiaries, including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan or severance benefit plan, any of the benefits of which shall be increased, or the vesting of the benefits of which shall be accelerated, by the occurrence of the transactions contemplated by this Agreement or the value of any of the benefits of which shall be calculated on the basis of the transactions contemplated by this Agreement.

          (f) None of the Galileo Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, except as required by applicable law.

          (g) With respect to each Galileo Employee Plan that is maintained outside the jurisdiction of the United States or primarily covers employees residing or working outside the United States, (i) the Galileo Employee Plan has been established, maintained and administered in all material respects in compliance with its terms and all applicable Laws; (ii) all contributions

and expenses that are required to be made have been made or properly accrued; and (iii) with respect to any such Galileo Employee Plan that is intended to be eligible to receive favorable tax treatment under the Laws applying to such Galileo Employee Plan, all requirements necessary to obtain such favorable tax treatment have been satisfied.

     3.13 Compliance With Laws . Except with respect to Environmental Laws, ERISA and Taxes, which are the subjects of Sections 3.11, 3.12 and 3.8, respectively, each of Galileo and its Subsidiaries has complied with, is not in violation of, and has not received any written notice alleging any violation with respect to, any applicable provisions of any statute, law, ordinance, rule, regulation, judgment, order or decree of all Governmental Entities (collectively, “Legal Provisions”) and all Galileo Maritime Guidelines with respect to the conduct of its business, or the ownership or operation of its properties or assets (including Galileo Vessels), except for failures to comply or violations that have not had, and are not reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect. For purposes of this Agreement, “Galileo Maritime Guideline” means any United States or non-United States rule, code of practice, convention, protocol, guideline or similar requirement or restriction concerning or relating to a Galileo Vessel, and to which a Galileo Vessel is subject, imposed or published by any Governmental Entity, the International Maritime Organization, such Galileo Vessel’s classification society or the insurer(s) of such Galileo Vessel.

     3.14 Permits . Galileo and each of its Subsidiaries have all approvals, authorizations, certificates, filings, franchises, licenses, notices and permits of or with all Governmental Entities or pursuant to any Galileo Maritime Guideline necessary for it to own, lease or operate its properties (including its Vessels) and other assets and to carry on its business and operations as currently conducted or as presently contemplated to be conducted (the “Galileo Permits”), except for such permits, licenses and franchises the lack of which, has not had, and is not reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect. Galileo and its Subsidiaries are in compliance with the terms of the Galileo Permits, except where the failure to so comply has not had, and is not reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect.

     3.15 Employees . Neither Galileo nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement with a labor union or labor organization. Neither Galileo nor any of its Subsidiaries is the subject of any proceeding asserting that Galileo or any of its Subsidiaries has committed an unfair labor practice or is seeking to compel it to bargain with any labor union or labor organization that has had, or is reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect, nor is there pending or, to the knowledge of Galileo, threatened, any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving Galileo or any of its Subsidiaries. In connection with the consummation of the Combinations, Galileo intends to enter into a termination of the employment agreement of its Chief Executive Officer on terms previously described to Archer.

     3.16 Insurance . Section 3.16 of the Galileo Disclosure Letter lists all protection and indemnity, hull and machinery and war risks insurance policies and club entries covering the Galileo Vessels, as in effect on the date hereof and with the insurance companies or protection and indemnity clubs and associations set forth therein. All such insurances and entries are valid and in full force and effect. Galileo and its Subsidiaries have paid all premiums and calls

currently due in respect of such insurance policies and club entries and Galileo has not received any notice that any insurance policy or entry has been cancelled.

     3.17 Vessels . Section 3.17 of the Galileo Disclosure Letter sets forth a description of each Galileo Vessel (categorized by type), including its name, owner capacity (gt or dwt, as specified therein), year built, its classification society, whether such Vessel is currently operating in the spot or time charter market. Except as has not had, and is not reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect, each Galileo Vessel owned by Galileo or a Subsidiary of Galileo (i) is duly registered under the flags of either the Marshall Islands or Liberia, (ii) is seaworthy and in good operating condition, (iii) has all national and international operating and trading certificates and endorsements, each valid and unextended, that are required for the operation of such Galileo Vessel in the trades and geographic areas in which it is operated, and (iii) has been classed by a classification society that is a member of the International Association of Classification Societies, and is fully in class with no outstanding material recommendations or notations. Except as has not had, and is not reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect, (A) no event has occurred and no condition exists that would cause any Galileo Vessel’s class to be suspended or withdrawn and (B) all events and conditions that are required to be reported as to class have been disclosed and reported to such Galileo Vessel’s classification society. As of the date of this Agreement, either Galileo or one of its Subsidiaries, as applicable, is the sole owner of each Galileo Vessel and has good title to such Galileo Vessel. Prior to the date of this Agreement, Galileo has delivered or made available to Archer accurate, complete and correct copies of all SIRE and vetting inspection reports relating to each Galileo Vessels since December 14, 2007.

     3.18 No Existing Discussions . As of the date of this Agreement, neither Galileo nor any of its Subsidiaries is engaged, directly or indirectly, in any discussions or negotiations with any other party other than Archer with respect to an Acquisition Proposal.

     3.19 Opinion of Financial Advisor . The Galileo Board has received the opinion of UBS Securities LLC (the “Galileo Financial Advisor”), dated the date of this Agreement, to the effect that, as of such date, and based upon and subject to various assumptions made, procedures followed, matters considered and limitations described in the opinion, the Galileo Exchange Ratio is fair, from a financial point of view, to Galileo. A written copy of such opinion will be provided (solely for informational purposes) to Archer promptly following the execution of this Agreement.

     3.20 Rights Agreement . Galileo has duly entered into an amendment to the Galileo Rights Plan, a signed copy of which has been delivered to Archer (the “Galileo Rights Plan Amendment”) and taken all other action necessary or appropriate so that the entering into of this Agreement does not and will not result in the ability of any person to exercise any Galileo Rights under the Galileo Rights Plan or enable or require Galileo Rights issued thereunder to separate from the shares of Galileo Common Stock to which they are attached or to be triggered or become exercisable or cease to be redeemable.

     3.21 Brokers . No agent, broker, investment banker, financial advisor or other firm or person is or shall be entitled, as a result of any action, or agreement of Galileo or any of its Affiliates, to any broker’s, finder’s, financial advisor’s or other similar fee or commission in

connection with the transactions contemplated by this Agreement, except the Galileo Financial Advisor, whose fees and expense shall be paid by Galileo. Galileo has delivered or made available to Archer a copy of all agreements pursuant to which the Galileo Financial Advisor is entitled to any fees and expenses in connection with the transactions contemplated by this Agreement.

     3.22 Controls and Procedures, Certifications and Other Matters Relating to the Sarbanes-Oxley Act of 2002 .

          (a) Galileo and each of its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal control over financial reporting which provide assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Galileo and to maintain accountability for Galileo’s consolidated assets, (iii) access to assets of Galileo and its Subsidiaries is permitted only in accordance with management’s authorization, (iv) the reporting of assets of Galileo and its Subsidiaries is compared with existing assets at regular intervals, and (v) accounts, notes and other receivables and inventory were recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.

          (b) Galileo maintains disclosure controls and procedures as required by Rules 13a-15 or 15d-15 under the Exchange Act, and such controls and procedures are effective to ensure that all material information concerning Galileo and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Galileo’s filings with the SEC and other public disclosure documents.

          (c) Neither Galileo nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness or manner of filing or submission of any filing with the SEC, including any certifications required by Section 906 of the Sarbanes-Oxley Act of 2002.

          (d) Galileo has not, since August 29, 2002, extended or maintained credit, arranged for the extension of credit, modified or renewed an extension of credit, in the form of a personal loan or otherwise, to or for any director or executive officer of Galileo, and there are no loans or extensions of credit maintained by Galileo to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

          (e) Each of the principal executive officer and the principal financial officer of Galileo (or each former principal executive officer of Galileo and each former principal financial officer of Galileo, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to Galileo SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX.

     3.23 Real Property .

          (a)  Owned Real Property . Neither Galileo nor any of its Subsidiaries owns any real property.

          (b)  Leased Real Property . Set forth in the Galileo Filed SEC Documents or the Galileo Disclosure Letter is a list of all leases and subleases of real property (collectively, the “Galileo Real Property Leases”) under which Galileo or any of its Subsidiaries is either lessor or lessee (the “Galileo-Leased Real Property”). Galileo has heretofore made available to Archer true and complete copies of each Galileo Real Property Lease (except for Galileo’s leased real property in Portugal, with respect to which only a summary of the relevant Real Property Lease has been provided). All Galileo Real Property Leases are valid and binding contracts of Galileo or the applicable Subsidiary of Galileo, and are in full force and effect (except for those that have terminated or will terminate by their own terms), in each case, except where such failure to be valid, binding or in full force and effect has not had, and is not reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect, and neither Galileo nor any of its Subsidiaries, nor, to the knowledge of Galileo, any other party thereto, is in violation or breach of or default (or with notice or lapse of time, or both, would be in violation or breach of or default) under the terms of any such contract, in each case, except where such default has not had, and is not reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect. Galileo and its Subsidiaries have not subleased, licensed or otherwise granted any entity or individual the right to use or occupy such Galileo-Leased Real Property or any portion thereof.

     3.24 Personal Property . Except as set forth in the Galileo Filed SEC Documents or the Galileo Disclosure Letter, Galileo does not own or lease any material personal property.

     3.25 Intellectual Property .

          (a) Galileo and its Subsidiaries own, or are validly licensed or otherwise have the right to use, all patents, patent rights, trademarks, trade secrets, trade names, service marks, copyrights and other proprietary intellectual property rights and computer programs (the “Intellectual Property Rights”) which are material to the conduct of the business of Galileo and its Subsidiaries, except where the failure to own or license such Intellectual Property Rights, has not had, and is not reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect.

          (b) To the knowledge of Galileo, neither Galileo nor any of its Subsidiaries has infringed upon, misappropriated or come into conflict with any Intellectual Property Rights of any other person, except for such infringements, misappropriations or conflicts that, individually or in the aggregate, have not had, and would not be reasonably likely to have a Galileo Material Adverse Effect. Neither Galileo nor any of its Subsidiaries has received any written charge, complaint, claim, demand or notice alleging any such infringement, misappropriation or other conflict (including any claim that Galileo or any such Subsidiary must license or refrain from using any Intellectual Property Rights or other proprietary information of any other person) which has not been settled or otherwise fully resolved or is not reasonably likely to result in material liability to Galileo. To Galileo’s knowledge, no other person has infringed upon, misappropriated or otherwise violated any Intellectual Property Rights of Galileo or any of its Subsidiaries, except for such infringements, misappropriations or other conflicts that

have not had, and are not reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect.

     3.26 Certain Business Practices . Except as has not had, and is not reasonably likely to have, individually or in the aggregate, a Galileo Material Adverse Effect, neither Galileo nor any of its Subsidiaries nor (to the knowledge of Galileo) any director, officer, agent or employee of Galileo or any of its Subsidiaries (a) used any funds for unlawful contributions, gifts, entertainment or other expenses relating to political activity or for the business of Galileo or any of its Subsidiaries, (b) made any bribe or kickback, illegal political contribution, payment from corporate funds which was incorrectly recorded on the books and records of Galileo or any of its Subsidiaries, unlawful payment from corporate funds to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, or (c) made any other unlawful payment.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF ARCHER

     Archer represents and warrants to Galileo that the statements contained in this Article IV are true and correct, except as set forth (i) in the SEC Documents filed with or furnished to the SEC by Archer and publicly available on or after January 1, 2008 and prior to the date of this Agreement (the “Archer Filed SEC Documents”) (but only to the extent it is clearly apparent that the disclosure contained in such filed or furnished documents is relevant to one or more of the representations and warranties contained in this Article IV and excluding any disclosure in any “Risk Factors” section or any forward looking or hypothetical statements contained in such filed or furnished documents) or (ii) in the disclosure letter delivered by Archer to Galileo on the date of this Agreement (the “Archer Disclosure Letter”). The Archer Disclosure Letter shall be arranged in sections corresponding to the numbered and lettered sections contained in this Article IV and the disclosure in any section shall qualify (1) the corresponding section in this Article IV and (2) the other sections in this Article IV, but only to the extent that it is clearly apparent from a reading of such disclosure that it also qualifies or applies to such other sections in this Article IV.

     4.1 Organization, Standing and Corporate Power . Archer (a) is a corporation duly organized, validly existing and in good standing or has equivalent status under the laws of Bermuda and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and (b) is duly qualified or licensed to do business and is in good standing or has equivalent status in each jurisdiction in which the character of the properties it owns, operates or leases or the nature of its business or activities makes such qualification necessary, except, in the case of this clause (b), for such failures to be so qualified or in good standing that have not had, and are not reasonably likely to have, individually or in the aggregate, an Archer Material Adverse Effect. For purposes of this Agreement, the term “Archer Material Adverse Effect” means any change, event, effect, circumstance, occurrence, state of facts or development that, individually or in the aggregate with all such other changes, events, effects, circumstances, occurrences, states of facts and developments, is or is reasonably likely to be materially adverse to (i) the business, assets (including vessels), financial condition or results of operations of

Archer and its Subsidiaries, taken as a whole, or (ii) the ability of Archer to consummate the transactions contemplated by this Agreement on a reasonably prompt basis; provided that the following shall not be deemed to constitute an “Archer Material Adverse Effect”: any change, event, effect, circumstance, occurrence, state of facts or development to the extent caused by or resulting from (A) changes, events, circumstances or developments in prevailing economic or market conditions in the United States or any other jurisdiction in which Archer and its Subsidiaries, taken as a whole, have substantial business operations (except to the extent those changes have a materially disproportionate effect on Archer and its Subsidiaries, taken as a whole, relative to Galileo and its Subsidiaries, taken as a whole, in which case the incremental disproportionate impact(s) may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or is reasonably likely to be, an Archer Material Adverse Effect), (B) changes, events, circumstances or developments occurring after the date hereof, affecting the industries in which Archer and Galileo operate generally (except to the extent those changes or events have a materially disproportionate effect on Archer and its Subsidiaries, taken as a whole, relative to Galileo and its Subsidiaries, taken as a whole, in which case the incremental disproportionate impact(s) may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or is reasonably likely to be, an Archer Material Adverse Effect), (C) changes announced or effective after the date hereof in GAAP applicable to Archer and its Subsidiaries (except to the extent those changes have a materially disproportionate effect on Archer and its Subsidiaries, taken as a whole, relative to Galileo and its Subsidiaries, taken as a whole, in which case the incremental disproportionate impact(s) may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or is reasonably likely to be, an Archer Material Adverse Effect), (D) changes announced or effective after the date hereof, in laws, rules or regulations of general applicability or interpretations thereof by any Governmental Entity (except to the extent those changes have a materially disproportionate effect on Archer and its Subsidiaries, taken as a whole, relative to Galileo and its Subsidiaries, taken as a whole, in which case the incremental disproportionate impact(s) may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or is reasonably likely to be, an Archer Material Adverse Effect), (E) the announcement and pendency of this Agreement and the transactions contemplated hereby, or (F) any outbreak of major hostilities in which the United States is involved or any act of terrorism within the United States or directed against its facilities or citizens wherever located; and provided , further , that in no event shall a change in the trading prices or volume of Archer’s capital stock, by itself, be considered an “Archer Material Adverse Effect”.

     4.2 Capitalization .

          (a) The authorized share capital of Archer consists of 60,000,000 shares of Archer Common Stock, 4,000,000 preference shares, $.01 par value per share (“Archer Preferred Stock”), of which 60,000 shares are designated Series A Junior Participating Preference Shares and 12,000 founder shares, $1.00 par value per share (“Archer Founder Stock”). The rights and privileges of each class of Archer’s share capital are as set forth in Archer’s Memorandum of Association and Bye-laws. As of the close of business on the business day prior to the date of this Agreement, (i) 15,500,000 shares of Archer Common Stock were issued and outstanding, (ii) no shares of Archer Common Stock were held in the treasury of Archer or by Subsidiaries of

Archer, (iii) no shares of Archer Preferred Stock were issued and outstanding and (iv) no shares of Archer Founder Stock were issued and outstanding.

          (b) Except (x) as set forth in this Section 4.2 and (y) the rights to purchase one one-thousandth of a share of Series A Junior Participating Preference Shares of Archer (the “Archer Rights”) issued and issuable under the Rights Agreement, dated as of June 26, 2008, by and between Archer and American Stock Transfer & Trust Company, LLC (the “Archer Rights Plan”), (i) there are no voting or equity securities of any class of capital stock of Archer, or any security exchangeable into or exercisable for such securities, issued, reserved for issuance or outstanding and (ii) there are no options, warrants, equity securities, calls or other rights or agreements of any character to which Archer or any of its Subsidiaries is a party or by which Archer or any of its Subsidiaries is bound obligating Archer or any of its Subsidiaries to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other voting or equity interests of Archer or any security or rights convertible into or exchangeable or exercisable for any such shares or other voting or equity interests, or obligating Archer or any of its Subsidiaries to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, or agreement. Archer does not have any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. Neither Archer nor any of its Subsidiaries is a party to or is bound by any, and to the knowledge of Archer, there are no, agreements with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of Archer. Except as contemplated by this Agreement or described in this Section 4.2(b), there are no registration rights, and there is no rights agreement, “poison pill” anti-takeover plan or other agreement of similar effect to which Archer or any of its Subsidiaries is a party or by which it or they are bound with respect to any equity security of any class of Archer.

          (c) All outstanding shares of Archer Common Stock are, and all shares of Archer Common Stock subject to issuance pursuant to Article II, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Companies Act, Archer’s Memorandum of Association or Bye-laws or any agreement to which Archer is a party or is otherwise bound or subject. There are no obligations, contingent or otherwise, of Archer or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Archer Common Stock.

     4.3 Subsidiaries .

          (a) Section 4.3 of the Archer Disclosure Letter sets forth, for each Subsidiary of Archer: (i) its name; and (ii) the jurisdiction of organization.

          (b) Each Subsidiary of Archer (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and (ii) is duly qualified or

licensed to do business and is in good standing or has equivalent status in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except, in the case of this clause (ii), for such failures to be so qualified, licensed or in good standing that have not had, and are not reasonably likely to have, individually or in the aggregate, an Archer Material Adverse Effect. All of the outstanding shares of capital stock and other equity securities or interests of each Subsidiary of Archer are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and all such shares are owned, of record and beneficially, by Archer or another of its Subsidiaries free and clear of all security interests, liens, claims, pledges, limitations in Archer’s voting rights, charges or other encumbrances of any nature, other than those created under the Archer Credit Facility. There are no outstanding or authorized options, warrants, calls or other rights or agreements to which Archer or any of its Subsidiaries is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any capital stock of any Subsidiary of Archer. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Subsidiary of Archer. There are no voting trusts, proxies or other agreements with respect to the voting of any capital stock of any Subsidiary of Archer.

          (c) Archer has delivered or made available to Galileo copies of Archer’s Memorandum of Association and Bye-laws, the Merger Sub’s Articles of Incorporation and By-laws and the charter, bylaws or other organizational documents of each other Subsidiary of Archer.

          (d) Archer does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other business association or entity that is not a Subsidiary of Archer; and there are no obligations, contingent or otherwise, of Archer or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other equity interest of any Subsidiary of Archer or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of Archer or any other entity, other than guarantees of bank obligations of Subsidiaries of Archer entered into in the Ordinary Course of Business.

     4.4 Authority; No Conflict; Required Filings and Consents .

          (a) Archer has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, subject only to the approval of this Agreement (the “Archer Voting Proposal”) by Archer’s shareholders under the Companies Act (the “Archer Shareholder Approval”). Without limiting the generality of the foregoing, the Archer Board, at a meeting duly called and held, by the unanimous vote of all directors, approved resolutions that (i) determined that the transactions contemplated by this Agreement are advisable and fair to, and in the best interests of, Archer and its shareholders, (ii) approved this Agreement in accordance with the provisions of the Companies Act, (iii) directed that the Archer Voting Proposal be submitted to the shareholders of Archer for their approval and (iv) recommended that the shareholders of Archer vote in favor of the approval of the Archer Voting Proposal. No Takeover Laws of the Islands of Bermuda apply or purport to apply to Archer with respect to the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this

Agreement by Archer have been duly authorized by all necessary corporate action on the part of Archer, subject only to the required receipt of the Archer Shareholder Approval. This Agreement has been duly executed and delivered by Archer and constitutes the valid and binding obligation of Archer, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

          (b) The execution and delivery of this Agreement by Archer do not, and the consummation by Archer of the transactions contemplated by this Agreement and the performance by Archer of its obligations hereunder shall not, (i) conflict with, or result in any violation or breach of, any provision of the Memorandum of Association and Bye-laws of Archer or of the charter, bylaws or other organizational document of any other Subsidiary of Archer, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any Lien on Archer’s or any of its Subsidiaries’ assets under any of the terms, conditions or provisions of any agreement to which Archer or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iii) subject to obtaining the Archer Shareholder Approval and compliance with the requirements specified in clauses (i) through (vi) of Section 4.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Archer or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses that have not had, and are not reasonably likely to have, individually or in the aggregate, an Archer Material Adverse Effect.

          (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Archer Common Stock are listed for trading is required by or with respect to Archer or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by Archer of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act, (ii) the filing of the Amalgamation Certificate with the Registrar of Companies of Bermuda and appropriate corresponding documents with the appropriate authorities of other jurisdictions in which Archer is qualified as a foreign corporation to transact business, (iii) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country and (vi) such consents, authorizations, orders, filings, approvals and registrations which, if not obtained or made, have not had, and would not be reasonably likely to have, individually or in the aggregate, an Archer Material Adverse Effect.

          (d) The affirmative vote for approval of the Archer Voting Proposal by the holders of a majority of the shares of Archer Common Stock on the record date for the meeting

of Archer’s shareholders to consider the Archer Voting Proposal (the “Archer Meeting”) is the only vote of the holders of any class or series of Archer’s capital stock or other securities necessary to approve this Agreement and for the consummation by Archer of the transactions contemplated by this Agreement. No bonds, debentures, notes or other indebtedness of Archer having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matters on which shareholders of Archer or any of its Subsidiaries may vote are issued or outstanding or subject to issuance.

     4.5 SEC Filings; Financial Statements; Information Provided .

          (a) Archer has filed or furnished all SEC Documents required to be filed or furnished by Archer with the SEC since January 1, 2008. All such SEC Documents (including those that Archer may file or furnish after the date hereof until the Closing) are referred to herein as the “Archer SEC Documents.” All of the Archer SEC Documents are publicly available on the SEC’s EDGAR system. Archer has made available to Galileo copies of all comment letters received by Archer from the staff of the SEC since January 1, 2008, and all responses to such comment letters by or on behalf of Archer. All Archer SEC Documents (x) were or will be filed or furnished on a timely basis, (y) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and SOX, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Archer SEC Documents, and (z) did not or will not at the time they were or are filed or furnished contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Archer SEC Documents or necessary in order to make the statements in such Archer SEC Documents, in the light of the circumstances under which they were made, not misleading. No Subsidiary of Archer is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

          (b) Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained or to be contained in Archer SEC Documents at the time filed or furnished (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (including Regulation S-X), (ii) were or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and at the dates involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC under the Exchange Act) and (iii) fairly presented or will fairly present the consolidated financial position of Archer and its Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods indicated, consistent with the books and records of Archer and its Subsidiaries, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect. The consolidated, unaudited balance sheet of Archer as of March 31, 2008 is referred to herein as the “Archer Balance Sheet.”

          (c) The information in the Registration Statement to be supplied by or on behalf of Archer for inclusion or incorporation by reference in the Registration Statement or to be included or supplied by or on behalf of Archer for inclusion in any Regulation M-A Filing, shall not at the time the Registration Statement or any such Regulation M-A filing is filed with

the SEC, at any time it is amended or supplemented, or at the time the Registration Statement is declared effective by the SEC, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information to be supplied by or on behalf of Archer for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus to be sent to the shareholders of Archer and Galileo in connection with the Archer Meeting and the Galileo Meeting, shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders of Archer or Galileo, or at the time of the Archer Meeting or the Galileo Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made in the Joint Proxy Statement/Prospectus, in the light of the circumstances under which they were made, not misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Archer Meeting or the Galileo Meeting which has become false or misleading.

     4.6 No Undisclosed Liabilities . Except for liabilities and obligations (a) reflected or reserved against in the Archer Balance Sheet (or described in the notes thereto), (b) incurred in connection with this Agreement or the transactions contemplated hereby, (c),incurred since the date of the Archer Balance Sheet in the Ordinary Course of Business, and (d) incurred pursuant to contracts (other than liabilities for breach thereof), Archer and its Subsidiaries do not have any liabilities, either accrued, contingent or otherwise (whether or not required to be reflected in financial statements in accordance with GAAP), and whether due or to become due, that have had, or are reasonably likely to have, individually or in the aggregate, an Archer Material Adverse Effect.

     4.7 Absence of Certain Changes or Events . Since the date of the Archer Balance Sheet and on or prior to the date hereof, and other than as expressly permitted by this Agreement, Archer and its Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and, since such date, there has not been (i) any change, event, circumstance, occurrence, state of facts, development or effect that has had, or is reasonably likely to have, individually or in the aggregate, an Archer Material Adverse Effect; or (ii) any other action or event that would have required the consent of Galileo pursuant to Section 5.2 of this Agreement had such action or event occurred after the date of this Agreement.

     4.8 Taxes .

          (a) Archer and each of its Subsidiaries has properly filed on a timely basis all material Tax Returns that it was required to file, and all such Tax Returns were correct and complete in all material respects. Each of Archer and its Subsidiaries has in all material respects paid on a timely basis all Taxes that were due and payable. The unpaid Taxes of Archer and each of its Subsidiaries for Tax periods through the date of the Archer Balance Sheet do not exceed in any material respect the accruals and reserves for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Archer Balance Sheet and all unpaid Taxes of Archer and each of its Subsidiaries for all Tax periods commencing after the date of the Archer Balance Sheet arose in the Ordinary Course of Business and are of a type and amount commensurate with Taxes attributable to prior similar periods. Neither Archer nor any of its Subsidiaries (i) has any actual

or potential liability as a transferee or successor, pursuant to any contractual obligation, or otherwise for any Taxes of any person other than Archer or any of its Subsidiaries, or (ii) is a party to or bound by any Tax indemnity, Tax sharing, Tax allocation or similar agreement. All material Taxes that Archer or any of its Subsidiaries was required by law to withhold or collect have been duly withheld or collected and, to the extent required, have been properly paid to the appropriate Governmental Entity.

          (b) Archer has delivered or made available to Galileo (i) copies of all Tax Returns of Archer and its Subsidiaries relating to Taxes for all taxable periods since 2005 for which the applicable statute of limitations has not yet expired, and (ii) copies of all private letter rulings, revenue agent reports, information document requests, notices of proposed deficiencies, deficiency notices, protests, petitions, closing agreements, settlement agreements, pending ruling requests and any similar documents submitted by, received by, or agreed to by or on behalf of Archer or any of its Subsidiaries relating to Taxes for all taxable periods for which the statute of limitations has not yet expired. No examination or audit of any Tax Return of Archer or any of its Subsidiaries by any Governmental Entity has been made, is currently in progress or, to the knowledge of Archer, threatened or contemplated. Neither Archer nor any of its Subsidiaries has been informed by any jurisdiction that the jurisdiction believes that Archer or any of its Subsidiaries was required to file any Tax Return that was not filed. Neither Archer nor any of its Subsidiaries has (i) waived any statute of limitations with respect to Taxes or agreed to extend the period for assessment or collection of any Taxes, (ii) requested any extension of time within which to file any Tax Return, which Tax Return has not yet been filed, or (iii) executed or filed any power of attorney with any taxing authority.

          (c) Section 4.8(c) of the Archer Disclosure Letter sets forth each jurisdiction (other than United States federal) in which Archer or any of its Subsidiaries files, is required to file or has been required to file a Tax Return or is or has been liable for any Taxes on a “nexus” basis since January 1, 2005.

          (d) Neither Archer nor any of its Subsidiaries is or has been a passive foreign investment company within the meaning of Sections 1291 through 1297 of the Code.

          (e) Archer is not a controlled foreign corporation within the meaning of Section 957(a) of the Code.

          (f) Each of the Subsidiaries of Archer has elected to be, and is, disregarded as a separate entity for United States federal income tax purposes in accordance with Section 7701 of the Code.

          (g) All income derived by Archer and its Subsidiaries from the international operation of ships (as defined in Section 883 of the Code) has been and is exempt from United States federal income taxes pursuant to Section 883 of the Code.

          (h) There are no liens or other encumbrances with respect to Taxes upon an