The
Documentary Committee of The Japan Shipping Exchange, Inc.
 MEMORANDUM OF AGREEMENT
   Place and Date of Agreement
10th March 2008
    
    
    Code Name: NIPPONSALE 1999
    (Part I)1. Sellers (Preamble)
MELODIA MARITIME PTE LTD of Singapore
    
    
    2. Buyers (Preamble)
ADVENTURE TEN S.A. of Marshall Islands
FREESEAS INC. of Marshall Islands shall guarantee Buyers
performance under MOA3. Vessels name (Preamble)
M.V. SNOW FALCON
    
    
    4. Flag/Registry (Preamble, Cl.3(a)(ii))
Singapore5. Class (Preamble, Cl. 6 (b))
    
    
    6. Built (year and builders name) (Preamble)
In 2003 at Mitsui Engineering and Shipbuilding Co., Ltd.,
Japan7. Gross register tonnage (Preamble)
27,986
    
    
    8. Summer deadweight tonnage (Preamble)
50,2969. Place/Date of superficial inspection (Preamble, Cl.5(a),
Cl. 10)at Hualien, Taiwan on 16th February 2008
    
    
    10. Place/Date of class records examination (Preamble)
25th February, 200811. Purchase Price (Cl.1)
US$65,200,000.-(United States Dollars Sixty Five Million Two Hundred Thousand only), hereinafter called the (Purchase
Price) in
cash.12. Place of closing (Cl.3(c))
Sellers Bank in Japan13. Delivery range (Cl.4(a), Cl.6(e)(i),(f))
within 1) Japan/Aden including Persian Gulf, Malaysia, Indonesia, Philippines, Taiwan, China, 2) Boston/Puerto Madryn range
(excluding Cuba, including full Caribs), 3) Vancouver/Panama (Balboa) range, 4) Skaw/Istanbul range, 5) Gibraltar-Douala
range including Lagos at the Sellers option but in the convenient port for crew changes and delivery of the Vessel14. Delivery period (Cl.4 (a)) and Cancelling Date (Cl. 4 (a). (d), (e))
not before 1st June 2008, and but not later than
31st July 2008 at the Sellers option, on a business day and during
business hours, with 31st July 2008 as cancelling date at the Buyers option15. Places (Cl.2(a) Cl. 4 (c))
Japan and U.S.A.16. Liquidated damages, per day (Cl. 7 (c))
US$40,000.
    
    
    The additional clauses, if any, numbered from 16 to [     21     ]
shall be deemed to be fully incorporated into this Agreement.
  
 Signature (Sellers)
    
    Signature (Buyers)/s/ Keizo Choi
    
    /s/ Ion VarouxakisBy: Keizo Choi
    
    By: Ion VarouxakisTitle: Director
    
    Title: DirectorAttorney-In-Fact




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NIPPONSALE 1999
 IT IS THIS DAY MUTUALLY AGREED
 1.
    
    PURCHASE PRICEThe purchase price of the Vessel (the Purchase Price) shall be as stated in Box 11.
 2.
    
    Payment (See Clause 16 hereof)
 (a)
    
    As security for the fulfillment of this Agreement, the Buyers shall remit a
deposit of ten (10) per cent of the Purchase Price (the Deposit) to a bank nominated
by the Sellers within three (3) banking days (being days on which banks are open for
the transaction of business in the place stated in Box 15 (Banking Days)), from the
date of this Agreement, in the names of both the Sellers and the Buyers. Any interest
earned on the Deposit shall b credited to the Buyers. Bank charges on the Deposit
shall be borne equally by the Sellers and the Buyers. The Deposit shall be paid to
the Sellers as a part of the Purchase Price in the same manner as the balance of the
ninety (90) per cent of the Purchase Price as provided for hereunder.(b)
    
    The Buyers shall remit the balance of the Purchase Price by telegraphic
transfer to the said bank immediately after the Notice of Readiness for Delivery is
tendered by the Sellers as per clause 7 of this Agreement. The balance shall be paid
to the Sellers together with the Deposit against the Protocol of Delivery and
Acceptance being duly signed by a representative of each party at the time of delivery
of the Vessel.
 3.
    
    DOCUMENTATION
 (a)
    
    At the time of delivery/closing of the Vessel, the Sellers shall provide the
Buyers with delivery documents which details to be discussed by both parties taking
Buyers reasonable requirement for the purpose of registration of the Vessel under the
Buyers intended flag into consideration and the list of delivery documents shall be
mutually agreed later and to be incorporated in to this MOA as an addendum. the
following documents:
 (i)
    
    the Bill of Sale, duly notarized by a Notary Public, specifying
that the Vessel is free from all debts, encumbrances, mortgages and maritime
liens; and(ii)
    
    a letter from the Seller undertaking to supply a Deletion
Certificate from the Registry stated in Box 4 as soon practicable after the
Vessels delivery; and(iii)
    
    such other documents as may be mutually agreed
 (b)
    
    Upon delivery the Buyers and the Sellers shall execute and exchange a
Protocol of Delivery and Acceptance, thereby confirming the date and time of delivery
of the Vessel.(c)
    
    Closing and exchange of original delivery documents shall take place at the
place stated in Box 12.
 4.
    
    DELIVERY PLACE AND TIME
 (a)
    
    The Sellers shall deliver the Vessel to the Buyers charter free, cargo free,
stowaways free, safely afloat at a safe berth or a safely accessible anchorage in a
safe port or at drydock ensure that the Vessel is ready for delivery within the
Delivery Range stated in Box 13 not before and not later than the dates stated in Box
14, the latter date being the Cancelling Date.(b)
    
    The Sellers shall keep the Buyers informed of the Vessels itinerary and give
the Buyers thirty (30), fifteen (15), seven (7) and three (3) days approximate notice
of the probable port and expected date and place of the Vessels readiness for
delivery.(c)
    
    In the event that the Vessel is not ready for delivery on or before the
Cancelling Date, the Buyers shall have the option of cancelling this Agreement,
provided such option shall be exercised in writing within two (2) Working Days (which
shall be the days not falling on Saturdays, Sundays, or Public holidays in the place
stated in Box 15) from the Cancelling Date. However, if the failure to deliver the
Vessel is caused by any event over which the Sellers have no control, then the
Cancelling Date shall be extended by the corresponding time lost due to such event but
in no case




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NIPPONSALE 1999
 shall such extension be for a period of more than thirty (30) days.(d)
    
    In the event the Buyers do not elect to exercise the option to cancel this
Agreement in accordance with sub-clause (c) above, they shall have the right to
designate a new date for delivery of the Vessel, provided such right is exercised in
writing within two (2) Working Days from the Cancelling Date, and such designated date
shall be the new Cancelling Date as if stated in Box 14. However if no new Cancelling
Date is designated by the Buyers in accordance with this sub-clause there shall be no
further Cancelling Date and the Sellers shall deliver the Vessel as soon as practicable.(e)
    
    Notwithstanding the exercise of due diligence by them, it the Sellers
anticipate that the Vessel will not be ready for delivery by the Cancelling Date,
(whether it be the first agreed Cancelling Date or any subsequent Cancelling Date as
provided for in sub-clause (d) above), then the Sellers may notify the Buyers in
writing stating the date when they anticipate that the Vessel will be ready for
delivery and proposing that that date shall be the new Cancelling Date. Upon receipt
of such notification the Buyers shall have the option to cancel this Agreement,
provided such option is exercised in writing within two (2) Working Days from the
receipt of the aforesaid notification from the Sellers. If the Buyers do not exercise
the option to cancel this Agreement, the date proposed by the Sellers shall be the new
Cancelling Date as if stated in Box 14.
 5.
    
    DELIVERY CONDITION (See Clause 17 hereof also)
 (a)
    
    The Sellers shall deliver the Vessel to the Buyers As She Is but in
substantially the same condition as when the Vessel was inspected by the Buyers at the
place stated in Box 9, fair wear and tear excepted. , but free from outstanding
recommendations and average damage affecting her present class and with all her class,
national and international trading certificates clean and valid at the time of
delivery.(b)
    
    Upon the Vessel being delivered to and accepted by the Buyers in accordance
with this Agreement the Sellers shall have no liability whatsoever for any fault or
deficiency in their description of the Vessel or for any defects in the Vessel
regardless of whether such defect was apparent or latent at the time of delivery.
 6.
    
    UNDERWATER INSPECTION (See Clause 18 hereof)
 (a)
    
    The Sellers may deliver the Vessel without drydocking subject to the
following provisions.(b)
    
    Prior to delivery of the Vessel the Buyers shall have the right to have
divers approved by a classification society referred to in Box 5 (the Classification
Society), carry out an inspection of the Vessels underwater parts below the summer
load line in the presence of a surveyor of the Classification Society arranged by the
Sellers. Such inspection, if any, is to be at the Buyers arrangement, risk and
expense and is not to interfere with the Vessels operation and delivery schedule.(c)
    
    The Buyers shall give a written notice of their intention to have an
underwater inspection carried out within two (2) days from the receipt of the seven
(7) days notice stipulated in sub-clause (b) of Clause 4. If the Buyers fail to give
such a written notice within two (2) days, they shall lose their right to have an
underwater inspection.(d)
    
    Upon receipt of the Buyers notice the Sellers shall arrange with the
Classification Society to carry out an underwater inspection. The cost of the
underwater inspection shall be borne by the Buyers unless damage affecting the class
is found, in which case the Sellers shall bear the cost.(e)
    
    Should any damage affecting the class be found by such divers inspection the
following shall apply:
 (i)
    
    where the damage is of such nature that repairs are not
required prior to the next scheduled drydocking by the Classification Society,
then the Sellers and the Buyers shall each select a reputable shipyard in the
Delivery Range stated in Box 13 or near thereto and obtain from such shipyard a
quotation for the cost of repairs of the damage. Each quotation is to be for
the direct repair costs of the damage only and is not to include the cost of
dockage and general service expenses. The Sellers shall then have the option
to either repair the damage prior to delivery of the Vessel or deliver the
Vessel without the damage being repaired with a reduction from the




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NIPPONSALE 1999
 Purchase Price of the estimated cost of repairs. The estimated cost of repairs shall be
defined as the average of the two quotations obtained from the two shipyards;(ii)
    
    where the damage is of such nature that repairs are required
prior to the next scheduled drydocking by the Classification Society, then the
Sellers shall repair the damage at their cost and expense and to the
Classification Societys satisfaction.
 (f)
    
    In the event that the Vessel is drydocked to effect repairs of damage in
accordance with sub clause (e) hereof, the Sellers shall have the right to designate
the drydock place as the new delivery place if such drydock place is within the
Delivery Range stated in Box 13. In such event the Buyers shall have the right to
clean and paint the underwater parts of the Vessel at their risk and expense and
without interfering with the work of the Sellers and a surveyor of the Classification
Society and without affecting the Vessels delivery schedule. However if the Buyers
work in drydock is still in progress when the Sellers have completed their work, then
the additional docking period necessary for completing such work shall be at the
Buyers risk and expense, in which event the Sellers shall have the right to tender a
Notice of Readiness for Delivery on or after completion of their work.(g)
    
    If repairs are required in accordance with sub clause (e) hereof, then the
Cancelling Date shall be extended by the corresponding time lost to effect such
repairs provided that such extension shall not in any event exceed thirty (30) days.
 7.
    
    NOTICE OF READINESS AND LIQUIDATED DAMAGES
 (a)
    
    When the Vessel becomes ready for delivery, the Sellers shall tender to the
Buyers a Notice of Readiness for Delivery (NOR).(b)
    
    The Buyers shall take delivery of over the Vessel within two (2) three (3)
Banking Days after the Sellers have tendered to Buyers NOR in accordance with the
terms with the terms and conditions of MOA, the date of tendering such NOR inclusive.
from the day of receipt of such Notice of Readiness for Delivery.(c)
    
    In the event the Buyers do not take delivery of the Vessel within the period
specified above, the Buyers shall pay to the Sellers for each day of the delay up to
three (3) the tenth (10th) days of the delay the liquidated damages as
stated in Box 16. If the delay exceeds three (3) ten (10) days then the Sellers shall
have the right to cancel this Agreement and claim damages for their losses flowing
following therefrom.
 8.
    
    TOTAL LOSS AND FORCE MAJEURShould before delivery, the Vessel become an actual, constructive or compromised total loss
(not being a result of an act or omission of the Sellers committed with the intent to cause
such total loss or recklessly and with knowledge that such total loss would probably result
therefrom), or should the Vessel not be able to be delivered before the Cancelling Date
through the outbreak of war, the restraint of Governments, Princes or People, political
reasons or any other cause over which the Sellers have no control, then this Agreement
shall be null and void and neither party shall be liable to the other. In such event the
Deposit together with interest accrued thereon, if any, shall be immediately released in
full to the Buyers.9.
    
    TRANSFER OF TITLE AND RISKTitle and risk to the Vessel, together with everything belonging to her, shall pass to the
Buyers upon both payment of the Purchase Price and delivery of the Vessel having occurred.
Delivery of the Vessel shall be deemed to take place at the date and time specified in the
Protocol of Delivery and Acceptance.10.
    
    BELONGING AND BUNKERS (See Clause 19 hereof)The Sellers shall deliver to the Buyers the Vessel with everything belonging to her at the
time of the superficial inspection referred to in the Box 9 including all spare parts,
stores and equipment, on board or on shore, used or unused, except such things as are in
the normal course of operations used during the period between the superficial inspection
and delivery. The Sellers shall provide the Buyers with an inventory list at the time of
delivery. Forwarding charges, if any, shall be for the Buyers account. The Buyers shall
take over and pay the Sellers for the remaining bunkers and unused lubricating oils at the
last purchased prices evidenced by supporting vouchers. Payment under this clause shall be
made on or prior to delivery of the Vessel in the same currency as the Purchase Price.11.
    
    EXCLUSION FROM THE SALEThe Sellers have the right to take ashore all crockery, cutlery, linen and other articles
bearing the Sellers flag or name, provided




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NIPPONSALE 1999
 Personal the equipment, if any, are excluded from this sale and shall removed prior
  LAPTOP COMPUTER
    
    5 UnitsPRINTER/COPIER MACHINE
    
    2 UnitsPRINTER
    
    3 UnitsCOPIER MACHINE
    
    1 UnitDESKTOP COMPUTER
    
    2 UnitsSCANNER & PRINTER
    
    3 SetsDIGITAL CAMERA
    
    1 PiecePOLAROID CAMERA
    
    1 PieceVIDEOTEL
    
    1 SetOXYGEN
    
    8 BtlesACETYLENE
    
    4 BtlesFREON
    
    3 Btles
 12.
    
    CHANGE OF NAME ETC.The Buyers undertake to change the name of the Vessel and after the funnel markings upon
delivery of the Vessel.13.
    
    ENCUMBRANCES ETC.The Sellers shall deliver to the Buyers the The Vessel shall be delivered free from all
debts, mortgages, encumbrances, mortgages and maritime liens or any other debts or claims
whatsoever at the time of delivery. The Sellers hereby undertake to indemnify the Buyers
against all claims of whatever nature made against the Vessel in respect of liabilities
incurred prior to the time of delivery.14.
    
    DEFAULT AND COMPENSATION
 (a)
    
    Should the Buyers default in the payment of the Deposit or the balance of the
Purchase Price in the manner and within the time herein specified, or the Buyers
otherwise fail to perform their obligations under this Agreement and such failure is
not remedied within seven (7) days following receipt of a notice of default from the
Sellers to the Buyers, then the Sellers shall have the right to cancel this Agreement.
In such event the Deposit if already paid, together with interest accrued thereon, if
any, shall be forfeited to the Sellers. If the Deposit has not yet been paid the
Sellers shall have the right to receive the amount equivalent to the Deposit from the
Buyers. If the Deposit or the amount equivalent to the Deposit does not cover the
Sellers losses, the Sellers shall have the right to claim further compensation from
the Buyers to recover such losses.(b)
    
    Should the Sellers default in the delivery of the Vessel with everything
belonging to her in the manner and within the time herein specified, or the Sellers
otherwise fail to perform their obligations under this Agreement and such failure is
not remedied within seven (7) days following receipt of a notice of default from the
Buyers to the Sellers, then the Buyers shall have the right to cancel this Agreement.
In such event the Buyers shall have the right to be paid the amount equivalent to the
Deposit by the Sellers and the Deposit, if already paid, together with interest
accrued thereon, if any, shall be released to the Buyers. If the amount equivalent to
the Deposit does not cover the Buyers losses the Buyers shall have the right to claim
further compensation from the Sellers to recover such losses.
 15.
    
    ARBITRATIONAny and all disputes arising out of or in connection with this Agreement shall be submitted
to arbitration held in Tokyo at the Tokyo Maritime Arbitration Commission (TOMAC) of The
Japan Shipping Exchange, Inc. in accordance with the Rules of TOMAC and any amendments
thereto, and the award given by the arbitrators shall be final and binding on both parties.
Japanese law is to apply.
 
 /s/ Ion VarouxakisBy:
    
    Ion VarouxakisTitle:
    
    DirectorAttorney-in Fact




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16. Payment:
      17. Delivery Condition
 th
 th
   7




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18. Underwater Inspection
         19. Belongings and Bunkers
 8




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20. Familiarization:
    9




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21. Confidentiality:
    10