EX-10.5










	MEMORANDUM OF AGREEMENT            Norwegian shiphrokers’ assocation’s vemo
randum of agreement for sale and purchase of
ships adopred by The balance and Intercoucil (BIMOCO)in 1956
SALEFORM 1993
Revised 1996 .1983 1986/87and
Dated: 20 May 2008


KALISTOS MARITME CORP. of Marshall Islands or Guaaranteed nominee




	hereinafter called the Sellers, have agreed to
sell, and




	SEANERGY MARITIME CORP. of Marshall Islands or Guaranteed nominee 1
hereinafter called the Buyers, have agreed to buy 2
Name: AFRICAN ZEBRA 3
Classification Society/Class: Bureau Veritas OS041S 4
Built: 1985By: CSBC TAIWAN 5




	Flag:BAHAMAS            Place of Registration; NASSAU 6




	Call Sign: C6XD9 Grt/Nnt: 23, 207mt M2, 363 mi 7




	Register Number: 8000937 8




	hereinafter called the Vessel, on the following terms and conditions: 9
Definitions 10
“Banking days” are days on which banks are open both in the country of the currency 10
stipulated for the Purchase Price in Clause 1 and in the place of closing stipulated in Clause B. 11
“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, 12
a registered letter, telex, telefax or other modern form of written communication. 14
“Classification Society” or “Class” means the Society referred to in line 4. 15
“Master Agreement” means a master agreement of even date herewith made by and among, inter
alios, the Seanergy and the Sellers.
“Shareholder Approval” has the meaning set forth in the Master
Agreement. “Effective Date” means the date of issuance of the
Shareholder Approval.
“Seanergy” means Seanergy Maritime Corporation of Marshall Islands, being the parent company of
the Company to be nominated as buyer of the Vessel and of the buying companies of the other
Vessels referred to in Clause 17.
1. Purchase Price 16
USD 34, 500, 000 cash (Thirty four million five hundred United States Dollars) only,
2. Deposit 17




	As security for the correct fulfillment of this Agreement the Buyers shall pay a deposit of 20% 18




	(twenty per cent} of the Purchase Price as per Clause 17. within 3 (throe) banking days from tho -
date of this Agreement by both parties. This deposit shall be placed with FBB — First Business
Bank, 62 INotara & Sotiros Dios Str, Piraeus, Greece. Phone: + 30 210 41 18 711, Fax: + 30
21041 32 058, 20




	and held by them in a joint account between Sellers and the Buyers :,
to be released in accordance with joint written instructions of the Sellers and the Buyers, The
Buyers to produce all documents required for the opening of the joint account. Interest, if any, to
be credited to the 22





 









 









	Buyers. Any fee charged for holding the said deposit shal be borne equally by the Sellers and the 23




	Buyers. The expenses for the opening of the joint accoun and the closing fees to be shared equally
between the Sellers and the Buyers 24




	3. Payment (See also Clause 47-) 25

The said Purchase Price shall be paid in full free of bank charges to Sellers to: HSH NORDBANK AG
HAMBURG, GERMANY, SORT CODE: 21050000. with JP MORGAN CHASE BANK NA NEW YORK, USA. SWIFT: CHASUS33,
ACCOUNT: 001-1-331808 in favor of LINCOLN FINANCE CORP., USD ACCOUNT:




	1100175430, IBAN: DE15210500001100175430 26




	27




	on delivery of the Vessel, but not later than 3 banking days after the Vesse! is in every respect 28




	physically ready for delivery in accordance with the terms and conditions of this Agreement and 29




	Notice of Readiness has been given in accordance with Clause 5. 30




	4. Inspections 31




	The-Buyers have waived their right to inspect-the-Vessel-and her- class records.
a)* The Buyers have inspected and accepted the Vessel’s classification records. The Buyers 32




	have also inspected the Vessel at/in DURBAN 33
and have accepted the Vessel following this inspection and the sale is outright and definite, 34
subject only to the terms and conditions of this Agreement, 35
b)* The Buyers-shall have-the F-tgfrt-te-ifrepect the Vessel’s classifcation-records and declare 36
whether same-are accepted or not within 37
The-Sollers shall provide for inspection-of the Vessel at/in 38
The- Buyers shall undertake the-tnspection without undue delay-to tha Vessel. Should the 39
Buyers cause-undue delay-they shall compensate the Sellers for-the-lesses thereby incurred. 40
Tee-Buyers shall inspeet-the-Vessel-without opening up and without cost to the Sellers. 41
During tho inspection, the Vessels deck and engine log books shall-be made ovailable for 42
examination by the Buyers. If the Vessel is accepted after such inspection, the sale shall 43
become outright and definite, subject -only to the terms and conditions of this Agreement, 44
provided-the Sellers-peeeive written notice of acceptance from the Buyers within 72 hours 45
after completion of such inspection. 46
Should notice of acceptance of the Vessel’s classification records-and of thg-Vesset-not-be 47
received-by the Sellers-as-aforesaidi the -deposit together with interest corned shall be 46
feteased-immediately to the Buyers, whereafter this Agreement shall bo null and void. 49




	* 4 a) and 4b) are alternatives; delete whichever is not applicable. In the absence of
deletions, 50




	alternative 4a) to apply. 51




	5. Notices, time and place of delivery 52




	a)The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall 53




	provide the Buyers with 30, 21, 14 and 7 days approximate definite and 24 hours definite 54




	notice of the estimated time of arrival at Hie intended place of drydeckinig/underwater 55




	inspection/delivery. 56




	When the Vessel is at the place of delivery and in every respect physically ready for delivery 57




	in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of 58




	Readiness for delivery,
b)The Vessel shall be delivered and taken over cargo free and stowaways free at a safe and 59
accessible port, anchorage, and/or safe and accessible berth always safely afloat at Sellers’ 60
option at a place to be mutually agreed. Place of delivery in accordance





 









 









	with Vessel’s trade/charter obligation.
Expected time of delivery: to be mutually agreed 61

Dale of canceling as per Clause 24 (see-Glauses-5-e), 6 b) (iii) and 14
-30th-Septembier-i-2-CQ§ in 62
Buyers’ option but if vessel is on a sea passage that takes her beyond this date, then the ve ssel 63
wilt be delivered at the first next port of call but immediately after the original canceling date and
therefore canceling date will be extended accordingly.
c)If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the 64
Vessel will not be ready for delivery by the cancelling bate they may notify the Buyers in 65
writing stating the date when they anticipate that the Vessel will be ready for delivery and 66
propose a new cancelling date. Upon receipt of such notification the Buyers shall have the 67
option of either cancelling this Agreement in accordance with Clause 14 within 7 running 68
days of receipt of the notice or of accepting the new date as the new cancelling date. If the 69
Buyers have not declared their option within 7 running days of receipt of the Sellers’ 70
notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification 71
shall be deemed to be the new cancelling date and shail be substituted for the cancelling
date stipulated in line 61,
If this Agreement is maintained with the new cancelling date all other terms and conditions 72
hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full 73
force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any 74
claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by 75
the original cancelling date. 76
7
d)Should the Vessel become an actual, constructive or compromised total loss before delivery 7:
the deposit together with interest earned shall be released immediately to the Buyers
whereafter this Agreement shall be null and void. 7




	6 Drydocking/Divers Inspection 8

a)*1 The Sellers shall place the Vessel in dfydock at the port of delivery for inspection-by -the 8




	G-lassification-Seciety of the Vessel’s underwater parts below the dcopest-loa4-ltfleT-toe 8
extent of the inspection being in accordance-with the-Classification-Society’s rules. If the 8
fudder, propeller, bottom or other undsrwator-parts-£etow4be-deepost-toad-4me arc found 8




	broken, damaged-or defective so as to affect the Vossel’c class, such defects-stall be mode 8




	good at the Sellers’ expense to the satisfaetion of the Classification Society without




	condition/rooommondaliotf*




	b)** (i) The Vessel is to be delivered without drydocking. However, the Buyers
shall
have the right at their expense to arrange for an underwater inspection by a diver approved
by the Classification Society prior to the delivery of the vessel. The Sellers shall at their 9;
cost make the Vessel available for such inspection. The extent of the inspection and the 9;
conditions under which it is performed shall be to the satisfaction of the Classification 9:




	Society. If the conditions at the port of delivery are unsuitable for such inspection, the 9,




	Sellers shall make the Vessel available at a suitable alternative place near to the delivery 9;




	port. Inspection of Vessel’s underwater parts shall be carried out in the presence of class

surveyor to be invited by the Sellers and Sellers’/Buyers’ representatives.




	9;




	(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line 9




	are found broken, damaged or defective so as to affect the Vessel’s class, then unless 9




	repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers 9
shall arrange for the Vessel to be drydocked at their expense for inspection by the 10;
Classification Society of the Vessel’s underwater parts below the deepest load line, the 10;




	extent of the inspection being in accordance with the Classification Society’s rules. If the 10:




	rudder, propeller, bottom or other underwater parts below the deepest load line are found 10;




	broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made 10;




	good by the Sellers at their expense to the satisfaction of the Classification Society 10;
without condition/recommendation*. In such event the Sellers are to pay also for the cost of 10;




	the underwater inspection and the Classification Society’s attendance.




	The Buyers’ Class and the Sellers’ Class shall at all times be the sole arbitrators as to
whether





 









 










 









 










 









 









	deey FReffe-as-sseH-as-pos&ibie QftaMrte-date-ef-4ri4S-AgreefrteF& 1-SG




	At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of
197




	Delivery and Acceptance confirming the date and tims of delivery of the Vessel from the Sellers to
the 108

Buyers. 193




	At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as
we!i as all 200




	Plans/drawings/insiructionbooks relative to main engine and auxiliaries/SOPEF/pubtications as on board,
etc., which are on board the Vessel. Other certificates which are on board the Vessel 201




	shall also
be handed over to the Buyers unless the Sellers are required to retain same, in which case the 202




	Buyers to have the right to take copies. Aii other technical documentation and pians, etc. ashore
which may 203




	be in the Sellers’ possession shall be promptly forwarded to the Buyers at their expense, if they so 204




	request. The Sellers may keep the Vessel’s log books but the Buyers to have the right to take 205




	copies of same. 20G
9. Encumbrances 207




	The Sellers warrant that the Vessel, at the time of delivery, is free from all etertefs,
encumbrances, mortgages and/or maritime liens or any other debts and/or claims whatsoever against
the Vessel and/or the 20E




	Sellers, The Sellers hereby undertake to indemnify the Buyers against all consequences of claims
made 210




	against the Vessel which have been incurred prior to the time of delivery and reference to clause 7. 3 of the
Maste r Ag reement 211




	10. Taxes, etc. 212




	Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’ flag 213




	shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ 214




	register shall be for the Sellers’ account. 215




	11. Condition on delivery 216




	The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is 217




	delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be 218





 









 









 











 









	16. Arbitration 262




	a)* This Agreement shall be governed by and construed in accordance with English law and 253




	any dispute arising out of this Agreement shall be referred to arbitration in London before
three Arbitrators in accordance with the Arbitration Act 1996 or any statutory modification or 264




	re-enactment thereof for the time being in force and the terms of the London Maritime Arbitration
Association then in force, one arbitrator being appointed by each party. 265
On the receipt by one party of the nomination in writing of the other party’s arbitrator, 267




	that party shall appoint their arbitrator within fourteen days. 268




	If that party does not appoint its own arbitrator within the fourteen days specified, the party 269




	referring a dispute to arbitration may, without the requirement of any further prior notice
to the 266
other party, appoint its arbitrator as sole arbitrator and shall advise the other party
accordingly, 267
The award of the sole arbitrator shall be binding on both parties as if it had been appointed
by 268




	agreement. The two arbitrators properly appointed shall appoint the third arbitrator who
shall act 269

as chairman of the Tribunal. 270




	b)*This Agreement shall governed by and construed in accordance with Title 9 of the 271




	United States Code and tho Law of the State of New York and should any dispute arise out of
272




	this Agreement, the matter in dispute shall be referred to three persons at New York, one to
273
be appointed by each of the parties hereto, and the third by the two so chosen: their 274
decision or that of any two of them shall-be final, and for purpose of enforcing any award,
this 275




	Agreement may be made a rule of the Court. 276
Tho proceedings shall be conducted in accordance with the rules of the Society of Maritime
277
Atbitraters, Inc. New York 278




	e)*Any dispute-arising-out of-this Agreement-shall be referred to arbitration at 279




	subject to the procedures applicable there. 280




	The-laws-of shall-govern this Agreement. 281




	* 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of
282




	deletions, alternative 16 a) to apply. 283




	Additional Clauses from 17 to 18 form an integral part of this Memorandum of Agreement





1









 









	Appendix to Memorandum of Agreement code-name SALEFORM
1993-dated 9 May 2008-M/V “DAVAKIS G.”




	CLAUSE 17




	The 20 pet deposit shall be made on the Initial Closing Date as defined in Clause 2.4{b) of the
Master Agreement referred to in Clause 31 hereof, The 20 pct deposit and balance of 80 pct
together with extra payment for luboils and or bunkers, to be paid on day of delivery at Sellers’
nominated bank provided however that if the Vessel is delivered on the Initial Closing Date,
Buyers will not be required to pay the 20% deposit into the joint account referred to in Clause 2
and they will make payment of 100% of the purchase price directly to the Sellers. On delivery of
the Vessel, in exchange for payment of the purchase price of the Vessel and extra payment for
luboils and/or bunkers, Sellers will provide the Buyers with against delivery documents
reasonably needed by Buyers to acquire legal ownership and register the vessel under her new flag.
Such documents to be mutually agreed and listed in an Addendum to the Memorandum of Agreement, but
shall include, without limitation, the closing deliveries as required by Clause 2.2 and 2.4 of the
Master Agreement as well as each party’s respective officer certificate dated the Initial Closing
Date setting forth names and signatures of signatories to MOA and other related documents as well
certifying and attaching charter documents of such party in effect as of the date of the Initial
Closing Date and duly executed shareholder and director resolutions approving the entry into the
Master Agreement referred to in Clause 31 hereof, this MOA, other related documents and the
transactions contemplated hereby and thereby. Signing of the Addendum shall not delay signing of
MoA and lodging of the deposit.




	CLAUSE 18




	Sellers to confirm in writing on delivery that to the best of their knowledge the vessel:




	is not blacklisted by any Arab countries / nations or any other countries or
organizations; has not touched bottom since her last dry docking.




	CLAUSE 19




	All negotiation and eventual sale to be kept strictly private and confidential between all parties
involved except where required by Statutory or U.S. Stock listed requirements. However should
despite the efforts of all parties involved details of the sale become known or reported in the
market neither the Sellers not the Buyers have the right to withdraw from the sale or fail to
fulfill all their obligations under this Agreement.




	This Memorandum of Agreement is drawn up in two originals with even tenor and date. One original
shall be retained by the Sellers and one original shall be retained by the Buyers.




	CLAUSE 20




	Vessel to be delivered free of cargo, cargo residues and free of any dunnage, with holds swept,
clean and dry on completion of last voyage, prior delivery.





2









 









	CLAUSE 21




	Sellers warrant that on the date hereof and on the date of Vessel’s delivery, the Vessel shall be
entitled to trade worldwide within Institute Warranty Limits without restriction or limitation.




	Sellers also to confirm on delivery that vessel has not traded during the last two (2) years in
CIS Pacific Countries, but if traded, then, a valid Phytosanitary Certificate to be presented.




	CLAUSE 22




	Canceling date to be sixty (60) days after Initial Closing
Date CLAUSE 23




	Seller has good and marketable title to. is the exclusive legal and equitable owner of, and has
the unrestricted power and right to sell, assign and deliver the Vessel.




	CLAUSE 24




	Each party hereto is an entity duly incorporated, validly existing and in good standing under the
laws of the jurisdiction of its incorporation, with the requisite power and authority to enter
into this MOA and the transactions contemplated hereby. Each party hereto is duly qualified to
conduct business and is in good standing as a foreign corporation or other legal entity in each
jurisdiction in which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good standing, as the
case may be, could not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect (as defined in the Master Agreement).




	CLAUSE 25




	Each party hereto has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this MOA and otherwise to carry out its obligations hereunder. The
execution and delivery of this MOA and the consummation by it of the transactions contemplated
hereby have been duly authorized by all necessary corporate action, other corporate or other action
or proceeding on the part of either party hereto is necessary to authorize this MOA or the
consummation of the transactions contemplated hereby. This MOA has been duly executed by each party
hereto and, when delivered, will constitute the valid and binding obligation of each such party,
enforceable against each such party in accordance with its terms, except (i) as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other
laws of general application affecting enforcement of creditors’ rights generally, or (ii) as
limited by laws relating to the availability of specific performance, injunctive relief or other
equitable remedies.




	CLAUSE 26




	The execution, delivery and performance of this MOA by each party hereto and the consummation by
such party of the transactions contemplated hereby do not and will not (i) conflict with or violate
any provision of its respective charter documents, (ii) conflict with, or constitute a default (or
an event that with notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse
of time or both) of, any contract to which such party is a party thereto or by which any property
or asset of such party is bound or affected, (iii) result in a violation of any law, rule, statute
or regulation to which such party is subject or (iv) result in any violation of any order,
judgment, injunction, decree or other restriction of any governmental authority to which such party
is subject, or by which any property or asset of such party is bound or affected; except in the
case of each of clauses (ii) and {iii), such as could not, individually or in the aggregate, have
or reasonably be expected to result in a Material Adverse Effect (as defined in the Master
Agreement).




	CLAUSE 27






3









 









	Neither party is required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any governmental authority or other person or
entity in connection with the execution, delivery and performance by such party of this MOA, other
than those that have been made or obtained by such party prior to the date of this MOA,




	CLAUSE 2S




	This Agreement is one of the “MOA“s referred to and defined in (1) the Master Agreement dated the
date hereof and executed and delivered concurrently herewith by the Sellers, the Buyers, and
others, If there is any inconsistency between the terms and conditions of this Agreement and the&
terms and conditions of said Master Agreement with respect to the sale and purchase of the Vessel,
then the terms and conditions of this Agreement shall prevail.




	Notwithstanding the above, the obligations of each party under this MOA are subject to:




	(i) Seanergy obtaining the Initial Closing / Shareholder Approval, as defined in the
Master Agreement; and




	(ii) The satisfaction or waiver of each of the applicable conditions set forth in
Article VIII of the Master Agreement.”




	In case Seanergy fails to obtain the Shareholder Approval the Initial Closing as defined in the
Master Agreement does not take place as provided in the Master Agreement, this Memorandum of
Agreement shall be automatically terminated, cancelled and of no further force and effect without
responsibility of any of the parties.




	Clause 29 Warranty Claims




	At the time of the delivery of the Vessel under this MOA, the Sellers shall, pursuant to the terms
of a separate assignment agreement, assign to the Buyers, all of their rights againest the Builder
regarding any guarantee claims (Art. 9 of the Shipbuilding Contract). Sellers will act as agent
and/or grant a POA to the Buyers to achieve the same effect at no cost to the Sellers and subject
to the Buyers’ providing the Sellers with an indemnity in a form acceptable to the Sellers.




	Clause 30




	if the Charterer does not exercise its option to extend the period of the Charter, then the Owner
shall be deemed to have appointed the Charterer as its exclusive chartering broker for the Vessel
for a period ending on the second anniversary of the date on which this Agreement enters into
effect. The chartering services shall include seeking and negotiating employment for the Vessel and
the conclusion of charter parties or other contracts relating to the employment of the Vessel The
Owner shall pay the charaterers a commission equal to one point two five per cent (1.25%) of all
gross freights and hires received by the Owner under charter perties or other contracts relating to
the employment of the Vessel concluded pursuant hereto.




	For the Sellers (1) For the Buyers (2)
/s/ /s/
NAME:(ELLIGIBLE) NAME:(ELLIGIBLE)
TITLE:ATTORNEY IN FACT            TITLE: PRESIDENT






4