MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT

Exhibit 10.6

MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT

Among

RIGDON MARINE HOLDINGS, L.L.C. and
RIGDON MARINE CORPORATION,

as the Companies;

all the MEMBERS OF RIGDON MARINE HOLDINGS, L.L.C., and

the following SHAREHOLDERS OF RIGDON MARINE CORPORATION:

SHERWOOD INVESTMENT, L.L.C.,
JOHN J. TENNANT III IRREVOCABLE TRUST,
BRIAN M. BOWMAN IRREVOCABLE TRUST
and BOURBON OFFSHORE,

as Sellers;

and

GULFMARK OFFSHORE, INC.,

as Buyer

Dated as of May 28, 2008

TABLE OF CONTENTS

ANNEXES

EXHIBITS

SCHEDULES

MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT

     This MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT, dated as of May 28, 2008 (this “ Agreement ”), is entered into by and among RIGDON MARINE HOLDINGS, L.L.C., a Louisiana limited liability company (“ RMH ”); RIGDON MARINE CORPORATION, a Delaware corporation (“ RMC; RMH and RMC each a “ Company ” and collectively, the “ Companies ”); all the members of RMH; and SHERWOOD INVESTMENT, L.L.C. (“ Sherwood ”), JOHN J. TENNANT III IRREVOCABLE TRUST (“ Tennant Trust ”), BRIAN M. BOWMAN IRREVOCABLE TRUST (“ Bowman Trust ”; Sherwood, Tennant Trust and Bowman Trust collectively, “ Tennant ”) and BOURBON OFFSHORE (f/k/a BOURBON OFFSHORE HOLDINGS, SAS), a French corporation (“ Bourbon ”), as shareholders of RMC (each of the members of RMH and the shareholders of RMC who are signatories hereto, collectively “ Sellers ”); and Gulfmark Offshore, Inc., a Delaware corporation (together, with any Subsidiary designated by it under Section 11.3 , “ GLF ” or “ Buyer ”).

     WHEREAS, RMC owns and operates offshore support vessels to provide transportation of materials and supplies to and from offshore platforms and drilling rigs (the “ Business ”);

     WHEREAS, the members of RMH desire to sell their memberships interests in RMH (the “ RMH Interests ”) to Buyer;

     WHEREAS, the shares of Common Stock in RMC that are not owned by RMH are owned by Tennant and Bourbon, and they desire to sell their shares in RMC (the “ RMC Shares ”) to Buyer (the RMH Interests and the RMC Shares collectively, the “ Equity Interests ”); and

     WHEREAS, Buyer desires to purchase the Equity Interests;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

     1.1 Definitions . Certain capitalized terms used in this Agreement shall have the meanings indicated in Annex I .

ARTICLE II
PURCHASE AND SALE OF EQUITY INTERESTS

     2.1 Sale of Equity Interests . On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Sellers, and each Seller agrees to sell to Buyer, the Equity Interests for the consideration specified below in this Article II .

     2.2 Base Purchase Price for Equity Interests . Buyer agrees to pay to Sellers for the purchase of the Equity Interests as designated on Schedule 2.2(a) an aggregate base purchase price of Two Hundred Seventy-Five Million Dollars ($275,000,000) (the “ Base Purchase Price ”), consisting of One Hundred Fifty Million Dollars ($150,000,000) in cash (the “ Cash Purchase

Price ”) and 2,085,700 shares (the “ Shares ”) of GLF’s Common Stock, par value $.01 (the “ GLF Common Stock ”) valued, by agreement of the Parties, at One Hundred Twenty-Five Million Dollars ($125,000,000). The Cash Purchase Price, as adjusted by Section 2.3(b) , less the Escrow Deposit, will be paid by Buyer to Sellers at the Closing by bank wire transfer of immediately available funds to an account designated in writing by the Seller Representative at least two (2) Business Days prior to the Closing. At the Closing, subject to adjustment in accordance with Section 2.2(c) , Buyer shall deliver the Shares to the Seller Representative for distribution to Sellers, as designated on Schedule 2.2(b) .

     2.3 Establishment of Closing Working Capital Amount and Closing Adjustments to the Base Purchase Price .

     (a) Establishment of Closing Working Capital Amount . Schedule 2.3(a) contains a net working capital statement, prepared in accordance with GAAP, of the combined Companies as of the close of business on April 30, 2008 (the “ Closing Working Capital Amount ”).

     (b) Closing Adjustments to the Cash Purchase Price .

     (i) The Cash Purchase Price shall be reduced by the amount to settle all amounts due under the Companies’ phantom stock plan as a result of the transactions contemplated by this Agreement, which is Three Million, One Hundred Twenty One Thousand, One Hundred and Eleven ($3,121,111) as reflected in Schedule 2.3(b)(i) (the “ Phantom Stock Plan Settlement Amounts ”), which will be paid by the Company prior to the Closing.

     (ii) The Cash Purchase Price shall be reduced in accordance with Section 6.8 .

     (c) Closing Adjustments to the Number of Shares . If at any time during the period between the date of this Agreement and the Closing Date, there is (i) any change in the outstanding GLF Common Stock that occurs by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon; or (ii) any cash dividend or other distribution (other than a regular quarterly dividend not in excess of that paid in the prior quarter) paid with respect to the GLF Common Stock; the number of Shares to be delivered to Sellers shall be appropriately adjusted to provide Sellers the same economic benefit as contemplated by this Agreement prior to such event.

     2.4 Post-Closing Adjustments to the Base Purchase Price .

     (a) In General . The Base Purchase Price shall also be subject to upward or downward adjustment after Closing (the “ Post-Closing Adjustment ”) in the manner (i) set forth in this Section 2.4 based upon a comparison of the Closing Working Capital Amount and the Final Working Capital Amount, and (ii) as set forth in Section 9.3 , to the extent such adjustment is known as of the date that the Adjustment Amount Statement is finalized under Sections 2.4(b) or (c) . If the Adjustment Amount Statement, as modified, reports that the Final Working Capital Amount is in excess of One Million Dollars

($1,000,000) greater than the Closing Working Capital Amount, the amount in excess of One Million Dollars ($1,000,000) will be due to Sellers from Buyer (“ Seller Final Closing Adjustment Amount ”) and shall be paid to the Seller Representative, together with interest thereon from the Closing Date to the date of payment, within five (5) Business Days following the date when the same shall be determined finally in accordance with this Section 2.4 . If the Adjustment Amount Statement, as modified, reports that the Final Working Capital Amount is an amount in excess of One Million Dollars ($1,000,000) less than the Closing Working Capital Amount, the amount in excess of One Million Dollars ($1,000,000) less will be due to Buyer from Sellers (“ Buyer Final Closing Adjustment Amount ”) and shall be paid to Buyer by the Seller Representative on behalf of Sellers, together with interest thereon from the Closing Date to the date of payment, from the Escrow Funds within five (5) Business Days following the date when the same shall be determined finally in accordance with this Section 2.4 . Either the Seller Final Closing Adjustment Amount or the Buyer Final Closing Adjustment Amount shall hereafter be called the “ Final Closing Adjustment Amount .” In addition, any post-Closing adjustment to the Base Purchase Price determined pursuant to Section 9.3 shall be paid to Buyer by the Seller Representative on behalf of Sellers and may be paid from available Escrow Funds.

     (b) Transaction Expenses . Prior to and after the Closing, the Companies will pay or accrue the actual and estimated expenses related to the transactions contemplated by this Agreement for the Companies and for Sellers, including all change in control and severance payments, all Company employment taxes related to these expenses and the Phantom Stock Plan Settlement Amounts, the cost to prepare the Companies and Seller’s information for inclusion in the Notification and Report Forms under the HSR Act, the cost to prepare all Tax Returns relating to the period prior to the Closing Date pursuant to Section 9.2(c) , and all legal and accounting fees and other costs incurred by the Companies and Sellers through the Closing (collectively, the “ Transaction Expenses ”).

     (c) Final Working Capital Amount and Adjustment Amount Statement . Within forty-five (45) days after the Closing, Buyer shall prepare and submit to the Seller Representative a working capital statement calculating the working capital amount as of the close of business on the Closing Date, following the format set forth in Schedule 2.3(a) , prepared in accordance with GAAP, of the Companies (the “ Final Working Capital Amount ”), and comparing the Final Working Capital Amount with the Closing Working Capital Amount (the “ Adjustment Amount Statement ”). In preparing the Adjustment Amount Statement: (x) the Transaction Expenses will be reflected as liabilities in the Final Working Capital Amount, (y) the Phantom Stock Plan Settlement Amounts included as part of the Transaction Expenses will be added back to the Final Working Capital Amount to prevent a duplicate charge to Sellers, and (z) all attorneys’ fees, costs, expenses, bank fees, break-up fees, prepayment fees and other fees, charges, costs and expenses associated with the financing of the transaction contemplated by Section 6.9 of this Agreement shall not be included in the Final Working Capital Amount but shall be for the account of Buyer.

     (i) If within thirty (30) days following its receipt of the Adjustment Amount Statement, the Seller Representative does not provide written notice to

Buyer of any objection to such calculations, then the Adjustment Amount Statement shall be binding on the Parties for purposes of the Post-Closing Adjustment contemplated by this Section 2.4 .

     (ii) If, however, the Seller Representative gives timely written notice of such objection under the previous subsection to the calculations, and the Seller Representative and Buyer resolve their disagreements within fifteen (15) Business Days of Buyer’s receipt of such notice, then, as to any disputes that are resolved the Adjustment Amount Statement, as modified by the mutual agreement of the Parties, shall be binding on the Parties for purposes of the Post-Closing Adjustment contemplated by this Section 2.4 .

     (d) Resolving Disputes . If the Seller Representative provides timely written notice of an objection and the Parties are not able to resolve their disagreements within fifteen (15) Business Days of Buyer’s receipt of such notice, then Buyer and the Seller Representative shall promptly (in any event within ten (10) Business Days after such fifteen (15) Business Day period) refer their remaining differences to PriceWaterhouseCoopers, LLC or any other nationally recognized firm of independent certified accountants mutually agreed upon by the Seller Representative and Buyer (the “ Selected Accountants ”). Acting as experts and not arbitrators, the Selected Accountants shall determine, but only with respect to the remaining differences between Buyer and the Seller Representative so submitted, any necessary adjustments to the (A) Final Working Capital Amount, (B) the Adjustment Amount Statement and (C) the Final Closing Adjustment Amount. The Final Working Capital Amount, the Adjustment Amount Statement and the Final Closing Adjustment Amount with such adjustments, if any, determined by the Selected Accountants shall constitute the Final Working Capital Amount, the Adjustment Amount Statement and the Final Closing Adjustment Amount. The determinations and adjustments made by the Selected Accountants shall be based solely on presentations with respect to the disputed items by Buyer and Seller Representative to the Selected Accountants and not on the Selected Accountants’ independent review or audit. Buyer and Seller Representative shall use their reasonable efforts to make their presentations as promptly as practicable following submission to the Selected Accountants of the disputed items. Buyer and the Seller Representative shall each be entitled, as part of their presentations, to respond to the presentation of the other Party and any questions and requests of the Selected Accountants. In deciding any matter, the Selected Accountants (i) shall be bound by the provisions of this Section 2.4 , including the methodology for calculation contained in Schedule 2.3(a) , and (ii) may not assign a value to any item greater than the greatest value for such item claimed by either Buyer or the Seller Representative or less than the smallest value for such item claimed by Buyer or the Seller Representative. The Selected Accountants’ determination shall be made within forty-five (45) days after its engagement, or as soon thereafter as practicable. In the absence of manifest error, the Final Working Capital Amount, the Adjustment Amount Statement and the Final Closing Adjustment Amount as so determined shall be final, conclusive, non-appealable and binding on the Parties as to the Post-Closing Adjustments contemplated under this Section 2.4 .

     2.5 Escrow Amount . At Closing, Buyer shall deposit Fifteen Million Dollars ($15,000,000) of the Cash Purchase Price with Amegy Bank N.A., as escrow agent (the “ Escrow Agent ”), by wire transfer of immediately available funds (the “ Escrow Deposit ”). The Escrow Deposit, together with all earnings thereon (collectively, the “ Escrow Funds ”), shall be held (a) to be paid to Buyer for any decrease in the Base Purchase Price due to the Post-Closing Adjustments under Sections 2.4 or 9.3 ; (b) to be paid to Buyer for indemnifiable Taxes under Section 9.2(a ; and (c) to be paid to a Buyer Indemnified Party for any timely-made claim where such Person is entitled to indemnification under Article X . The Escrow Funds will be held, invested and disbursed as specified in an escrow agreement substantially in the form attached hereto as Exhibit A (the “ Escrow Agreement ”). The amounts remaining as Escrow Funds will be paid to the Seller Representative on behalf of Sellers as follows: (a) Five Million Dollars ($5,000,000) less the Buyer Final Closing Adjustment Amount, if any, on the sixth (6 ^th ) month anniversary of the Closing; (b) Seven Million Five Hundred Thousand Dollars ($7,500,000) after delivery of the last Vessel listed on Section 4.9(a) of the Companies’ Disclosure Schedule as being under construction; and (c) the remainder on the earlier to occur of the public announcement of Buyer’s audited year end results for the calendar year ending December 31, 2009 or April 30, 2010 (the “ Release Date ”); provided, however, in each case such payments shall be less any amounts deducted or paid out of Escrow Funds pursuant to this Article II , and subject to withholding for any pending claims against Sellers under Section 9.2(a) or Article X hereof.

     2.6 The Closing . Subject to the provisions of Section 8.1 , The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Strasburger & Price, LLP in Houston, Texas, commencing at 9:00 a.m. local time on the second Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as Buyer and the Seller Representative may mutually determine (the “ Closing Date ”).

     2.7 The Seller Representative .

     (a) Appointment . Sellers hereby irrevocably designate and appoint Larry T. Rigdon as their representative and attorney-in-fact (the “ Seller Representative ”) through whom all actions by Sellers relating to this Agreement and the Escrow Agreement, including those acts as are required, authorized or contemplated by this Agreement or the Escrow Agreement for the settlement or defense of a Proceeding relating to Losses, shall be made or directed. Sellers agree that the person acting as the Seller Representative shall be the only person authorized to take any action so required, authorized or contemplated by this Agreement or the Escrow Agreement on behalf of Sellers. The foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the disability, death or incompetency of any Seller. Buyer is and shall be entitled to rely on any action so taken or any notice given by the Seller Representative and entitled and authorized to give notices only to the Seller Representative for any notice contemplated by this Agreement or the Escrow Agreement to be given to a Seller. Payments made to the Seller Representative are binding to the same extent as though such payments were made directly to Sellers. Buyer shall have no responsibility or liability for any further delivery or application of the Base Purchase Price, as adjusted, it

being agreed by Sellers that, as to the portion of the Base Purchase Price to be paid at the Closing, as adjusted, and by all Sellers as to any sums disbursed from the Escrow Funds or to be paid by Buyer to Sellers, Buyer and the Escrow Agent shall have to make payment only to the Seller Representative on behalf of them and Sellers, respectively, shall determine among themselves the amount due to each of them.

     (b) Authority . The Seller Representative shall receive and deliver notices on behalf of Sellers, and take all such action as may be necessary, appropriate, permitted or advisable to be taken by or on behalf of Sellers under the terms of this Agreement or the Escrow Agreement in order to consent to or waive any provision, pay, contest, arbitrate, litigate or settle any claim or alleged claim asserted hereunder upon receipt of instructions from a majority of Sellers (in each case based on the respective percentages of the Base Purchase Price each Seller is to receive or such other arrangement as Sellers may agree upon). Buyer shall be entitled to conclusively rely, without any independent verification or inquiry, on any such action taken by the Seller Representative as authorized herein, and each Seller hereby confirms that it, he or she shall have no claim or cause of action against Buyer by reason of any breach by the Seller Representative of his or her obligations hereunder.

     (c) Agents . The Seller Representative may perform his or her duties as the Seller Representative either directly or by or through his or her agents or attorneys and the Seller Representative shall not be responsible to the other Sellers for any misconduct or negligence on the part of any agent or attorney appointed with reasonable care by the Seller Representative.

     (d) Successor . Upon receiving notice of the death, incapacity or resignation of the Seller Representative, Sellers shall by majority vote appoint a successor to fill the vacancy; provided that notice thereof is given by the new Seller Representative to each of the other Parties hereto. Sellers may by such majority vote remove a Seller Representative with or without cause and appoint a successor, provided that notice thereof is given by the new Seller Representative to each of the other Parties hereto. The Seller Representative may resign if, and only if, he or she is simultaneously replaced with a substitute Seller Representative. Any Seller Representative appointed who is not a Seller shall be reasonably acceptable to Buyer.

     2.8 Waivers of Rights of First Refusal . By executing this Agreement, each Seller waives all rights of first refusal to purchase any Equity Interests it may have under the terms of the Companies’ corporate governance documents.

ARTICLE III
REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSACTION

     3.1 Representations and Warranties of Sellers . Except as set forth in the Sellers’ Disclosure Schedule attached as Schedule 3.1 , each Seller jointly and severally represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows:

     (a) Organization of Seller . Each Seller that is an entity is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization.

     (b) Authorization of Transaction . Each Seller that is an entity has full corporate or limited liability company power, as the case may be, and authority to execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party.

     (c) Noncontravention . The execution, delivery and performance by each Seller of this Agreement and each of the other Transaction Documents to which it, he or she is a party, and the transactions contemplated hereby and thereby, (i) do not violate, conflict with or result in any breach or contravention of the certificate of incorporation or organization or bylaws, limited liability company agreement, or other equivalent corporate governance documents, as the case may be, of any Seller that is an entity, (ii) do not violate, conflict with or result in any breach or contravention of, or the creation of any Lien under, any Contractual Obligation of any Seller or any Requirement of Law applicable to any Seller, and (iii) do not violate any Orders against, or binding upon, any Seller.

     (d) Governmental Authorization; Third Party Consents . Except for the filings under the HSR Act and the expiration or termination of the applicable waiting period under the HSR Act, no approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Seller of this Agreement and each of the other Transaction Documents to which it, he or she is a party or the transactions contemplated hereby and thereby.

     (e) Compliance with Laws, Etc. To each Seller’s Knowledge, such Seller is in compliance with all Requirements of Law. Each Seller is in compliance in all material respects with all Orders issued by any court or other Governmental Authority against such Seller. There is no existing or proposed Requirement of Law which could reasonably be expected to prohibit or restrict any Seller from consummating timely the transactions contemplated hereby, or otherwise materially adversely affect the ability of any Seller to consummate timely the transactions contemplated hereby.

     (f) Binding Effect . This Agreement has been, and as of the Closing Date this Agreement and each of the other Transaction Documents to which each Seller is a party will be, duly executed and delivered by each Seller, and this Agreement constitutes, and as of the Closing Date this Agreement and each of the other Transaction Documents to which each Seller is a party will constitute, the legal, valid and binding obligations of each Seller enforceable against each Seller in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity relating

to enforceability (regardless of whether considered in a Proceeding at law or in equity including injunctive remedies and the remedy of specific performance).

     (g) Litigation . There are no claims pending, or to the Knowledge of any Seller, threatened at law, in equity, in arbitration or before any Governmental Authority involving any Seller which, if adversely determined, would reasonably be expected to have a material adverse effect on the ability of such Seller to consummate the transactions contemplated by this Agreement or which otherwise seeks to prohibit or inhibit consummation of the transactions contemplated by this Agreement.

     (h) Brokers’ Fees . No Seller has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which any Company or Buyer is or could become liable or obligated.

     (i) Equity Interests . Each Seller holds of record and owns the Equity Interests described in Section 3.1(i) of the Sellers’ Disclosure Schedule, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws and restrictions set forth in the corporate governance documents of the Companies), taxes, Encumbrances, options, warrants, purchase rights, claims, and demands. Other than the shares of Common Stock of RMC owned by RMH, the Equity Interests constitute all of the outstanding equity security interests of the Companies. The Equity Interests have been duly authorized, are validly issued, fully paid and nonassessable. No Seller is a party to any option, warrant, purchase right, or other contract or commitment that could require Seller to sell, transfer, or otherwise dispose of any Equity Interests or other equity security interests of the Companies (other than this Agreement). No Seller is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of the Equity Interests.

     (j) Investment Representations .

     (i) The Shares, when acquired by each Seller at the Closing, will be acquired for such Seller’s own account, for investment purposes and, except as otherwise contemplated by the Registration Rights Agreement, not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act or applicable state securities laws.

     (ii) Each Seller understands that (A) the Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act and have not been qualified under any state securities laws on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration thereunder, and (B) Buyer’s reliance on such exemptions is predicated on each Seller’s representations set forth herein.

     (iii) Each Seller receiving Shares as listed on Schedule 2.2(b) is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D

promulgated under the Securities Act. Each such Seller receiving Shares is able to bear the economic risk of the acquisition of the Shares pursuant to the terms of this Agreement, including a complete loss of the value to Seller of the Shares, for an indefinite period of time and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of its acquisition of the Shares.

     (iv) No Seller has been organized for the purpose of acquiring the Shares.

     3.2 Representations and Warranties of Buyer . Except as disclosed in Buyer’s Schedule Disclosure attached as Schedule 3.2 , Buyer hereby represents and warrants to Sellers, as of the date hereof and as of the Closing Date, as follows:

     (a) Due Organization and Authority . Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware

     (b) Authorization of Transaction . Buyer has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party.

     (c) Noncontravention . The execution, delivery and performance by Buyer of this Agreement and each of the other Transaction Documents to which it is a party, and the transactions contemplated hereby and thereby, (i) do not violate, conflict with or result in any breach or contravention of the certificate of incorporation or bylaws of Buyer, (ii) do not violate, conflict with or result in any material breach or contravention of, or the creation of any material Lien under, any Contractual Obligation of Buyer or any Requirement of Law applicable to Buyer, and (iii) do not violate any material Orders against, or binding upon, Buyer.

     (d) Governmental Authorization; Third Party Consents . Except for the filings under the HSR Act and the expiration or termination of the applicable waiting period under the HSR Act, and any filings required under the Exchange Act, no approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, Buyer of this Agreement and each of the other Transaction Documents to which it is a party or the transactions contemplated hereby and thereby.

     (e) Compliance with Laws, Etc. Buyer is in compliance in all material respects with all Requirements of Law. Buyer is in compliance in all material respects with all Orders issued by any court or other Governmental Authority against Buyer. There is no existing or proposed Requirement of Law which could reasonably be expected to prohibit or materially restrict Buyer from consummating timely the transactions contemplated hereby, or otherwise materially adversely affect the ability of Buyer to consummate timely the transactions contemplated hereby.

     (f) Binding Effect . This Agreement has been, and as of the Closing Date this Agreement and each of the other Transaction Documents to which Buyer is a party will be, duly executed and delivered by Buyer, and this Agreement constitutes, and as of the Closing Date this Agreement and each of the other Transaction Documents to which Buyer is a party will constitute, the legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a Proceeding at law or in equity).

     (g) Litigation . There are no claims pending or, to the Knowledge of Buyer, threatened, at law, in equity, in arbitration or before any Governmental Authority involving Buyer, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect on the ability of Buyer to consummate the transactions contemplated by this Agreement or which otherwise seeks to prohibit or inhibit consummation of the transactions contemplated by this Agreement.

     (h) Shares . At the Closing, the Shares shall have been duly authorized and, when and to the extent issued in accordance with the terms of this Agreement, (i) will be validly issued, fully paid and nonassessable, (ii) free of any Liens created by Buyer, and (iii) assuming the accuracy of representations and warranties of Sellers contained in Section 3.1(j) , will be issued in compliance with applicable federal and state securities laws.

     (i) Financial Reports and SEC Documents . Since January 1, 2007, Buyer has filed with the SEC all material forms, statements, reports, and documents required to be filed by it under the Exchange Act and the Securities Act. Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and all other reports, registration statements, definitive proxy statements, or information statements filed by Buyer subsequent to December 31, 2007 under the Securities Act or under the Exchange Act in the form filed with the SEC (collectively, the “ GLF SEC Documents ”): (i) complied in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (ii) as of their respective filing dates (except as amended or supplemented prior to the date of this Agreement), (x) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and (y) each of the balance sheets contained in or incorporated by reference into any such GLF SEC Document (including the related notes and schedules thereto) fairly presents in all material respects the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders’ equity and cash flows or equivalent statements in such GLF SEC Documents (including any related notes and schedules thereto) fairly presents in all material respects the results of operations, changes in stockholders’ equity, and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved except, in each

case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

     (j) Absence of Certain Changes or Events . Except as disclosed in the GLF SEC Documents, since December 31, 2007 Buyer has conducted its business only in the ordinary course, and since such date there has not been:

     (i) any event, change, effect or development that, individually or in the aggregate, has had a Material Adverse Effect on Buyer;

     (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the GLF Common Stock or any repurchase for value by Buyer of any GLF Common Stock;

     (iii) any split, combination, or reclassification of any GLF Common Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of, or in substitution for shares of GLF Common Stock; or

     (iv) any change in financial accounting methods, principles, or practices by Buyer materially affecting the assets, liabilities, or results of operations of Buyer, except insofar as may have been required by a change in GAAP.

     (k) Section 2 Citizen . Buyer is and, as of the Closing Date will be, a Section 2 Citizen.

     (l) Brokers’ Fees . Buyer does not have any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which any Seller is or could become liable or obligated.

     (m) Environmental Matters . Except as set forth in Section 3.2(m) of Buyer’s Disclosure Schedule, as of the date hereof and as of the date of Closing:

     (i) Compliance . Buyer is and will be in compliance in all material respects with all Environmental Laws and permits issued under such Environmental Laws.

     (ii) Proceedings . There is no and will not be any civil, criminal or administrative Proceeding, notice, or demand letter or investigation pending or, to the Knowledge of Buyer, threatened against Buyer pursuant to Environmental Laws that would have a Material Adverse Effect on Buyer.

     (n) Intellectual Property . Buyer owns or possesses all material licenses or other rights to use all intellectual property assets necessary to conduct its business including all patents, patent applications, registered and unregistered trademarks, trademark applications, service marks, trade names, brand names, copyrights, or other

forms of intellectual property used in its business, including but not limited to rights to designs, blue prints and drawings necessary to construct all vessels under construction. There are no claims or liabilities for trademark, trade name, patent or copyright infringements in connection with the operation of the business or the construction of the vessels under construction that would have a Material Adverse Effect on Buyer.

     (o) Capitalization . The authorized capital stock of GLF consists of 30,000,000 shares of GLF Common Stock of which 23,059,828 shares were issued and outstanding as of April 30, 2008, and 2,000,000 shares of preferred stock, no par value per share, none of which is issued or outstanding. Such issued and outstanding shares of GLF Common Stock are validly issued, fully paid and nonassessable.

     (p) Form S-3 Eligibility . Buyer is a “well-known, seasoned issuer” (as defined in Rule 405 under the Securities Act) and is eligible to use Form S-3 to register GLF Common Stock.

     (q) Material Statements or Omissions . Neither this Agreement nor any of the Schedules to this Agreement (a) contains or, on the Closing Date, will contain any untrue statement of a material fact relating to Buyer or (b) omits or, on the Closing Date, will omit to state any material fact relating to Buyer necessary in order to make the statements contained herein and therein not misleading, which alone or on an aggregate basis will have a Material Adverse Effect on Buyer.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES
CONCERNING THE COMPANIES

     Except as disclosed in the Companies’ Disclosure Schedule attached as Schedule IV , each Company and Seller jointly and severally represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows with respect to the Companies:

     4.1 Due Organization and Authority . Each Company is an entity duly organized, validly existing and in good standing under the laws of each jurisdiction of incorporation or organization, and is the type of entity, specified in Section 4.1 of the Companies’ Disclosure Schedule. Each Company (a) has all requisite power and authority to own and operate its property (including the Vessels), to lease the property it operates as lessee and to conduct the Business in which it is currently engaged; (b) is duly qualified as a foreign entity, licensed and in good standing under the laws of each jurisdiction in which its ownership, lease or operation of property, including the Vessels, or the conduct of its Business requires such qualification, except where such non-qualification would not reasonably be expected to have a Material Adverse Effect on the respective Company; and (c) has the power and authority to execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party.

     4.2 Authorization; No Contravention . The execution, delivery and performance by each Company of this Agreement and each of the other Transaction Documents to which it is a party, and the transactions contemplated hereby and thereby, (a) have been duly authorized by all

necessary corporate or limited liability company action, (b) do not violate, conflict with or result in any breach or contravention of the certificate of incorporation or articles of organization and bylaws or certificate of formation and limited liability company agreement, as the case may be, of the Company, (c) do not violate, conflict with or result in any material breach or contravention of, or the creation of any Lien under, any Contractual Obligation of the Company or any Requirement of Law applicable to the Company, and (d) do not violate any Orders against, or binding upon, the Company. Neither Company is a party to, or bound by, any agreement that is currently in effect that grants rights to any Person which are inconsistent with the rights to be granted to Buyer by Sellers or the Companies in this Agreement or the other Transaction Documents.

     4.3 Governmental Authorization; Third Party Consents . Except for (a) the filings under the HSR Act and the expiration or termination of the applicable waiting period under the HSR Act and (b) the consents described in Section 4.3 of the Companies’ Disclosure Schedule, no consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Company of this Agreement and each of the other Transaction Documents to which it is a party or the transactions contemplated hereby and thereby.

     4.4 Compliance with Laws, Etc. Each Company is in compliance with all Requirements of Law. Each Company is in material compliance with all Orders issued by any court or other Governmental Authority against such Company. There is no existing or proposed Requirement of Law which could reasonably be expected to prohibit or restrict any Company from consummating timely the transactions contemplated hereby, or otherwise materially adversely affect the ability of any Company to consummate timely the transactions contemplated hereby.

     4.5 Binding Effect . This Agreement has been, and as of the Closing Date each of the other Transaction Documents to which each Company is a party will be, duly executed and delivered by such Company, and this Agreement constitutes, and as of the Closing Date each of the other Transaction Documents to which any Company is a party will constitute, the respective legal, valid and binding obligations of such Company, enforceable against such Company in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a Proceeding at law or in equity including injunctive remedies and the remedy of specific performance).

     4.6 No Default or Breach . No Company has received notice of a default nor is in default in any material respect under, or with respect to, any Contractual Obligation of the Company. No Company has any Knowledge of any material default under any Contractual Obligation by any other party thereto.

     4.7 Capitalization . The authorized and issued and outstanding capital stock of each Company and the names of the holders of record thereof are set forth in Section 4.7 of the

Companies’ Disclosure Schedule. All of the issued and outstanding Equity Interests are owned by the respective Sellers or RMH as shown on Section 4.7 of the Companies’ Disclosure Schedule. Each of the Equity Interests is validly issued and outstanding, fully paid and non-assessable. None of the Equity Interests is subject to any right of first refusal or other similar right in favor of any Person. Except for the obligations of Sellers to Buyer under this Agreement and the matters described in Section 4.7 of the Companies’ Disclosure Schedule, (a) no Synthetic Equity or other right (contingent or other) to purchase or acquire any shares of any class of capital stock of any Company is authorized, granted, reserved, or outstanding; (b) no Company has made any commitment to issue any shares, Synthetic Equity or other such rights or to distribute to holders of any class of its capital stock any evidences of indebtedness or assets; (c) no Company has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of the capital stock of such Company or any interest therein or to pay any dividend or make any other distribution in respect thereof; and (d) there are no voting trusts, proxies or other agreements or understandings with respect to the voting of the capital stock of any Company.

     4.8 Subsidiaries and Joint Ventures . Section 4.8 of the Companies’ Disclosure Schedule contains a list of all of the Companies’ Subsidiaries and Joint Ventures.

     (a) Subsidiaries . Except as set forth on Section 4.8(a) of the Companies’ Disclosure Schedule, either a Company or another Subsidiary of a Company holds of record and owns all the outstanding shares or membership interests of the Subsidiaries, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), taxes, Encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. None of the Subsidiaries is a party to any option, warrant, purchase right, or other contract or commitment that could require such Subsidiary to sell, transfer, or otherwise dispose of any shares, membership or other equity interest of such Subsidiary. None of the Subsidiaries is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of the shares or membership interests of such Subsidiary. All such shares or membership interests have been duly authorized, are validly issued, fully paid, and nonassessable. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require any of the Subsidiaries to issue, sell, or otherwise cause to become outstanding any equity interest in such Subsidiary.

     (b) Joint Ventures . Each Joint Venture listed in Section 4.8 to the Companies’ Disclosure Schedule is an entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation. Each Joint Venture Agreement listed on Section 4.8 of the Companies’ Disclosure Schedule is in full force and effect, each Company that is a party thereto has duly performed all of its obligations thereunder to the extent that such obligations to perform have accrued and, as to such Company, no breach or default, alleged breach or default, or event which would (with the passage of time, notice or both) constitute a breach or default thereunder by such Company or, to the Knowledge of such Company, by any other party thereto, has occurred or is continuing. With respect to each Joint Venture listed on Section 4.8 to the Companies’ Disclosure Schedule, Section 4.8(b) of the Companies’ Disclosure Schedule

contains a true and correct list of the information required by Sections 4.9(a), (d) and (e) of this Agreement, and any Company that is a party to such Joint Venture makes the representations and warranties relating to such vessels as are contained in Sections 4.9 and 4.10 of this Agreement. The Joint Venture is not engaged in any line of business other than the Business. To the Knowledge of any Company that is a party to a Joint Venture, no Material Adverse Effect has occurred with respect to the Joint Venture since June 30, 2007.

     4.9 Vessels .

     (a) List of Vessels and Vessels Under Construction . Section 4.9(a) of the Companies’ Disclosure Schedule is a true and complete list of all the vessels owned beneficially and of record by each Company, and of all vessels under construction or under contract to be constructed by each of the Companies (the “ Vessels ”). Each Company listed as owning a Vessel owns such Vessel, free and clear of any and all Liens except as described on Section 4.9(a) of the Companies’ Disclosure Schedule.

     (b) Documentation . Each of the Vessels is duly documented under the laws and flag of the United States with a valid and existing coastwise trade endorsement and, subject to the accuracy of the Buyer representation in Section 3.2(k) , after the Closing will continue to be duly documented by the respective Company under the laws and flag of the United States with a valid and existing coastwise trading endorsement.

     (c) Condition . Except as set forth in Section 4.9(c) of the Companies’ Disclosure Schedule, each of the Vessels is safely afloat and in a good operating condition, and has all necessary permits, licenses, certificates, authorizations, consents, approvals, registrations obtained from or issued by any Governmental Authority that relate to the ownership or operation of the Vessels.

     (d) Vessels Under Construction . Each of the Vessels under construction is the subject of a Contractual Obligation that is in full force and effect, each Company that is a party thereto has duly performed all of its obligations thereunder to the extent that such obligations to perform have accrued and, as to such Company, no breach or default, alleged breach or default, or event which would (with the passage of time, notice or both) constitute a breach or default thereunder by such Company or, to the Knowledge of such Company, by the other party thereto, has occurred or is continuing. To the Knowledge of each Company, except as set forth in Section 4.9(d) of the Companies’ Disclosure Schedule, each construction contract is within budget and on time.

     4.10 Class Certificates, International Loadline and Certificates of Inspection for Vessels .

     (a) Class and Loadline . Each of the Vessels is in Class and has a valid loadline as set forth in Section 4.9(a) of the Companies’ Disclosure Schedule, in each case free of average damage affecting the Vessel’s Class, without outstanding extensions, deferrals, exceptions, recommendations or requirements for inspection or drydocking, including those of the US Coast Guard or its regulatory equivalent for a minimum period

of six (6) months, or such other date set forth in Section 4.9(a) of the Companies’ Disclosure Schedule. Complete and correct copies of the Certificates of Classification and the loadline document for each of the Vessels have been provided to Buyer.

     (b) Certificates of Inspection . Each of the Vessels has a current and valid Certificate of Inspection without any condition or recommendation. Except as set forth in Section 4.9(a) of the Companies’ Disclosure Schedule, there are no material outstanding US Coast Guard Form 835s, and all certificates of inspection, national certificates, as well as other certificates, of regulatory authorities are up-to-date. There are no certificates with outstanding extensions, deferrals, exceptions, recommendations or requirements for inspection or drydocking, including those of the US Coast Guard or its regulatory equivalent for a minimum period of six (6) months, or such other date set forth in Section 4.9(a) of the Companies’ Disclosure Schedule. Complete and correct copies of the Certificates of Inspection for each of the Vessels, all other regulatory certificates and all material outstanding US Coast Guard Form 835s for any Vessels, have been provided to Buyer.

     4.11 Citizenship . Each Company confirms that it is a Section 2 Citizen, and has been a Section 2 Citizen continuously since its formation, and at all times before and through the Closing will be a Section 2 Citizen, in order to maintain the coastwise trade endorsement for each of the Vessels, and at no time have the Vessels been constructed, sold, chartered or otherwise transferred to any Person in violation of any applicable laws, rules or regulations relating to maintaining status as a Section 2 Citizen.

     4.12 Litigation . There are no claims pending or, to the Knowledge of any Company, threatened, at law, in equity, in arbitration or before any Governmental Authority involving any Company, nor is there to the Knowledge of any Seller or Company any basis for any such Claim, which would reasonably be expected to have a Material Adverse Effect on such Company.

     4.13 Environmental Matters . Except as set forth in Section 4.13 of the Companies’ Disclosure Schedule, as of the date hereof and as of the date of Closing:

     (a) Releases . There has been no and there will not be before Closing any release or disposal of hazardous materials from the Vessels in violation of any Environmental Laws or permits.

     (b) Compliance . Each Company is and will be in compliance in all material respects with all Environmental Laws and permits issued under such Environmental Laws.

     (c) Proceedings . There is no and will not be any civil, criminal or administrative Proceeding, notice, or demand letter or investigation pending or, to the Knowledge of any Seller or Company, threatened against any Company pursuant to Environmental Laws.

     (d) Reports . Complete and correct copies of any material environmental reports, audits or assessments which have been conducted by or for any Company concerning any assets of such Company have been made available to Buyer, and a list of

all such reports, audits and assessments is set forth on Section 4.13(d) of the Companies’ Disclosure Schedule.

     4.14 Financial Statements . Buyer has received true and complete copies of the (a) audited balance sheets, income statements, changes in equity and statements of cash flow as of June 30, 2006 and June 30, 2007 for each of the Companies, and (b) the unaudited statements of income of each of the Companies for each month during the period from July 1, 2007 through March 31, 2008 (collectively, the “ Financial Statements ”). The Financial Statements and all detailed schedules provided with respect thereto, including without limitati