EX-10.3











 









 













 









 













 









 













 












 









 









 









	documents as soon as possible after the date of this Agreement.-— —— 196




	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 time of delivery of the Vessel from the Sellers to the198
Buyers. 199




	At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all200




	Plans/drawings/instructionbooks relative to main engine and auxiliaries/SOPEP/publications 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. All other technical documentation and plans, 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. 206




	9. Encumbrances 207




	The Sellers warrant that the Vessel, at the time of delivery, is free from all charters,
encumbrances, mortgages and/or maritime liens or any other debts and/or claims whatsoever against
the Vessel and/or the 209




	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




	Master Agreement 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 263




	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 act269
as chairman of the Tribunal. 270




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




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




	this Agreement, the matter in dispute shall bo referred to three persons at Now 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 thorn 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
Arbitrators, 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. 244




	* 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





 









 









	Appendix to Memorandum of Agreement code-name SALEFORM
1993-dated -11 th-October-2007 — M/V “HAMBURG MAX”




	CLAUSE 17




	The 20 pct deposit shall be made on the Initial Closing Date as defined in Clause 2.4(b) of the
Master Agreement referred to in Clauso 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 ihe 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.





 









 









	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






 









 









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