MEMORANDUM OF AGREEMENT
 Code name
 SALEFORM 1993
   th
 MS Voge Katharina GmbH & Co.KG of Hamburg, Germany
  Adventure
Eleven S.A, 80 Broad Street, Monrovia, Liberia whose performance is guaranteed by
Freebulkers S.A
  Voge Katja
 Classification Society/Class:
    
    LRBuilt: January 1998
    
    By: Kanda, JapanFlag: Liberian Flag
    
    Place of Registration: Monrovia, Liberia(bareboat registry)Call sign:A8GH3
    
    Grt/Nrt: GT/NT: 14397/8314Register Number: 90829
    
    IMO No.: 9157416
 As per the underlying german ship registry No. SSR 5212, Emden, Germany
  Definitions
 are days on which banks are open in Greece, USA, Netherlands and
Hamburg where deposit to be lodged both in the country of the currency
Stipulated for the Purchase Price in the Clause 1 and in the place of closing stipulated in Clause 8.
   1.
Purchase Price: USD 39.600.000 (United States
Dollars thirtyninemillionsixhundredthousand)
 2. Deposit
 3 (three) days after signing of the
M.O.A. and Tripartite/Novation Agreement by fax by both Parties or Joint Account opened by
Sellers Bank which ever is later. from the date of this Agreement. HSH Nordbank, Hamburg
 BIC HSHNDEHH
Account Number: 1100367572
Holder: MSVoge Katharina GmbH &. Co. KG and Adventure Eleven SA
Contact in Bank: achlm.steinhoff@hsh-nordbank.com  cover to be remitted via JP MorganChase BIC CHRSUS33




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interest bearing if any , for opening, and maintaining and for closing fees but maximum USD 2,500 per party.
 3. Payment
 The said Purchase Price The release of 10 pct deposit and payment of the 90 pct balance price plus
extra money for remaining lubes on delivery of the vessel,
 HSH Nordbank Hamburg
IBAN: DE06210500001100350386
BIC: HSHNDEHHXXX
HOLDER: MS VOGE KATHARINA GMBH & CO. KG
 on upon against clean title of the vessel and delivery to the Buyers of
agreed delivery documents and the protocol of delivery and acceptance singed by both parties duly authorized representatives when Interest on the balance and the extra shall be credited to the Buyers.
 4 Inspections
 a)*
    
    The Buyers have inspected andaccepted the Vesselsclassification records. The Buyers
have also inspected the Vessel at/inConstantzeon23rdJuly 2008
and have accepted the Vesselfollowing this inspection and the sale is outright and
definite, subject only to the terms and conditions of this Agreement.
 b)*
    
    The Buyers shall-have the right to inspect the Vessels classification records and
declare whether-same are accepted or- not-withinThe Sellers shallprovide for-inspections-of the Vessel at/inThe Buyers shall undertake theinspection
without undue delay to the Vessel- Should the
Buyers cause undue delay they shallcompensate the Sellers for the losses thereby incurred.
The Buyers shall inspect the Vessel without opening upand without cost to the Sellers
During the inspection, the Vessels deck and engine log books shall be made available for
examination by the Buyers. If theVessel is accepted after such inspection, the sale shall
becomeoutright and definite, subject only to the termsand conditions of this Agreement,
provided the Sellers receive written noticeof acceptance
from the Buyers within 72 hours
after completion of such inspection.Should notice of acceptance ofthe Vessels classification records and of the Vessel not
be received by theSellers as aforesaid, the deposit together with interest earned shall
be released immediately to the Buyers, whereafter this Agreement shallbe -null and void.*
    
    4 a) and 4b) are alternatives; delete whichever is not applicable. In the absence
of deletions, alternative 4a) to apply.
 5. Notices, time and place of delivery
 a)
    
    The Sellers shall keep the Buyers well informed of the Vessels itinerary
and shall provide the Buyers with15/7/3 daysapproximate delivery notice and 1 day
definite notice oftendering the notice of readiness as per Line 56the estimated time of
arrival at the intended place of drydocking/underwater inspection/delivery. Sellers to
nominate delivery port




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latest by tendering 15 days approximate notice of delivery.When the Vessel is at
the place of delivery and in every respect physically ready for delivery in accordance
with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for
delivery.b)
    
    The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth
uponcompletionof present voyage at Ho
Chi Minh City, Vietnam, provided it is suitable for
delivery of the vessel and underwaterinspection,
orOtherwise at a near safe and accessible
port or safe and accessible anchorage suitable for crew changes and delivery of the Vessel and
underwater inspection.in the Sellers option.Expected time of delivery: between 25thAugust 2008 and 19thSeptember
2008 in Sellers optionDate of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 19thSeptember 2008 in
Buyers option, however if for any reasons beyond Sellers control the Vessel is not ready for
delivery as per the M.O.A. within those dates, then Buyers will grant Sellers an extension to
the cancelling date of 7 days.
 c)
    
    If the Sellers anticipate that, notwithstanding the exercise of due diligence by them,
the Vessel will not be ready for delivery by the cancelling date as above extendedthey may notify the Buyers in
writing stating the date when they anticipate that the Vessel will be ready for delivery
and propose a new cancelling date. Upon receipt of such notification the Buyers shall have
the option of either cancelling this Agreement in accordance with Clause 14 within 7
running days of receipt of the notice or of accepting the new date as the new cancelling
date. If the Buyers have not declared their option within 7 running days of receipt of the
Sellers notification or if the Buyers accept the new date, the date proposed in the
Sellers notification shall be deemed to be the new cancelling date and shall 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
hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in
full force and effect. Cancellation or failure to cancel shall be entirely without
prejudice to any claim for damages the Buyers may have under Clause 14 for the Vessel not
being ready by the original cancelling date
 d)
    
    Should the Vessel become an actual, constructive orcompromised total loss before delivery
the deposit together with interest earned shall be released immediately to the
Buyers whereafter this Agreement shall be null and void
 6. Drydocking / Divers Inspection (See also Clause 17)
 a)**
    
    The Sellers shall place the Vessel in drydock at the port of delivery for inspection
by the Classification Society of the Vessels underwater parts below the deepest load
line, the extent of the inspection being in accordance with the Classification Societys
rules. If the rudder, propeller, bottom or other underwater parts
below the deepest load
line are found broken, damaged or defective so as to affect the Vessels class, such defects
shall be made good at theSellers expense to the satisfaction of the Classification
Society without condition/recommendation*.
 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 cost make the Vessel available for such inspection. The
extent of the inspection and the conditions under which it is performed shall be to
the satisfaction of the Classification Society. If the conditions at the port of
delivery are unsuitable for such inspection, the Sellers shall make the Vessel
available at a suitable alternative place near to the delivery port.ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line




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are found broken, damaged or defective so as to affect the Vessels class, then unless repairs
can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall
arrange for the Vessel to be drydocked at their expense for inspection by the Classification
Society of the Vessels underwater parts below the deepest load line, the extent of the
inspection being in accordance with the Classification Societys rules. If the rudder,
propeller, bottom or other underwater parts below the deepest load line are found broken,
damaged or defective so as to affect the Vessels class, such defects shall be made good by the
Sellers at their expense to the satisfaction of the Classification Society without
condition/recommendation*.In such event the Sellers are to pay also for the cost of the
underwater inspection and the Classification Societys attendance.(iii) If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable
dry-docking facilities are available at the port of delivery, the Sellers shall take the
Vessel to a port where suitable drydocking facilities are available, whether within or outside
the delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall
deliver the Vessel at a port within the delivery range as per Clause 5 b) which shall, for the
purpose of this Clause, become the new port of delivery. In such event the cancelling date
provided for in Clause 5 b) shall be extended by the additional time required for the
drydocking and extra steaming, but limited to a maximum of 14 running days.c)
    
    If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above(i) the Classification Society may require survey of the tailshaft system, the extent of
the survey being to the satisfaction of the Classification surveyor. If such survey is not
required by the Classification Society, the Buyers shall have the right to require the
tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey
being in accordance with the Classification Societys rules for tailshaft survey and
consistent with the current stage of the Vessels survey cycle. The Buyers shall declare
whether they require the tailshaft to be drawn and surveyed not later than by the completion
of the inspection by the Classification Society. The drawing and refitting of the tailshaft
shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or
found defective so as to affect the Vessels class, those parts shall be renewed or made good
at the Sellers expense to the satisfaction of the Classification Society without
condition/recommendation*.(ii) the expenses relating to the survey of the tailshaft system shall be borne by the
Buyers unless the Classification Society requires such survey to be carried out, in which case
the Sellers shall pay these expenses. The Sellers shall also pay the expenses if the Buyers
require the survey and parts of the system are condemned or found defective or broken so as to
affect the Vessels class*.(iii) the expenses in connection with putting the Vessel in and taking her out of drydock,
including the drydock dues and the Classification Societys fees shall be paid by the Sellers
if the Classification Society issues any condition/recommendation* as a result of the survey
or if it requires survey of the tailshaft system. In all other cases the Buyers shall pay the
aforesaid expenses, dues and fees.(iv) the Buyers representative shall have the right to be present in the drydock, but
without interfering with the work or decisions of the Classification surveyor.(v) the Buyers shall have the right to have the underwater parts of the Vessel cleaned and
painted at their risk and expense without interfering with the Sellers or the Classification
surveyors work, if any, and without affecting the Vessels timely delivery. If, however, the
Buyers work in drydock is still in progress when the Sellers have completed the work which
the Sellers are required to do, the additional docking time needed to complete the Buyers
work shall be for the Buyers risk and expense. In the event that the Buyers work requires
such additional time, the Sellers may upon completion of the Sellers work tender Notice of
Readiness for delivery whilst the Vessel is still in drydock and the Buyers shall be obliged
to take delivery in accordance with Clause 3, whether the Vessel is in drydock or not and
irrespective of Clause 5 b).
 
 *
    
    Notes, if any, in the surveyors report which are accepted by the Classification Society
without condition/recommendation are not to be taken into account.




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**
    
    6 a) and 6 b) are alternatives: delete whichever is not applicable. In the
absence of deletions, alternative 6 a) to apply 7. Spares/bunkers, etc.
 and on order Including broached /unbroached stores, provisions. but spares on order are to be
excluded The All installation equipment nautical
instrument, al aids are Vessels property and if they are the property of the Sellers Spares parts on
delivery tobe as per class minimum requirements:
 Included in
the sale
and shall remain onboard are loading programmes and communication(GMDSS) softwareand their
related hardware. and all
desktops/Laptops/Software/Documents of ISM/SMC but for the trading certificates Gas bottles, Video Tel,
Chartco, SMMS Licence.
 The Buyers shall take over the remaining bunkers and unused lubricating oils in storage tanks and
sealed drums and pay the current net market price (excluding barging expenses) at the port and date
of delivery ofthe Vessel Buyers to pay extra for luboils remaining on board at the time of
delivery in dedicated storage tanks and unbroached drums at Sellers net contract price as per
invoices less all discounts and barging expenses. Exactquantitiesof lubes to be measured and
agreed by Buyers and Sellers representatives joint survey one day before the estimated time of
delivery.
 8. Documentation (See also Clause 18)
 HSH Nordbank in Hamburg
 In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery
documents namely:
 a)
    
    Legal Bill of Sale in a form recordable in (the country in which the Buyers are to
register the Vessel), warranting that the Vessel is free from all encumbrances, mortgages and
maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by
the consul of such country or other competent authority.b)
    
    Current Certificate of Ownership issued by the competent authorities of the flag state
of the Vessel.c)
    
    Confirmation of Class issued within 72 hours prior to delivery.




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d)
    
    Current Certificate issued by the competent authorities stating that theVessel
is free from registered encumbrancese)
    
    Certificate of Deletion of the Vessel from the Vessels registry or other official
evidence of deletion appropriate to the Vessels registry at the time of delivery or, in the
event that the registry does not as a matter of practice issue such documentation
immediately, a written undertaking by the Sellers to effect deletion from the Vessels
registry forthwith and furnish a Certificated or other official evidence of deletion to the
Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and
the Vessel has been deliveredf)
    
    Any such additional documents as may reasonably be required by the competent authorities
for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any
such documents as soon as possible after the date of this Agreement.
   9. Encumbrances
 charters and statutory liens, Taxes, Claims
 10. Taxes, etc.
  11. Condition on delivery
 in substantially the same when inspected by the Buyers she
was at the time of inspection, fair normal tear
 of without All her continuous Hull and Machinery Cycles
to be up to date at the time of delivery, and with
her trading
certificates, national + international certificates, including cargo gear certificate, usual for the type and
flagof
this vessel shall be as well as all other certificates the Vessel had at the time of inspection for a minimum period of 6 months at the time of delivery,




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*
    
    Notes, if any, in the surveyors report which are accepted by the Classification
Society without condition/recommendation are not to be taken into account.
 12. Name / markings
  13. Buyers default
   14. Sellers default
   15. Buyers representatives
 (2) of their Officers representatives upon upto and including time of delivery arrival at on or about usual P&I Club to be executed
by Buyers representatives boarding embarkation .
 16. Arbitration
 a)*
    
    This Agreement shall be governed by and construed in accordance with English law and any
dispute arising out of this Agreement shall be referred to arbitration in London in accordance
with the Arbitration Acts 19961950 and 1979 or any statutory modification or
re-enactment thereof for the time being in force, one arbitrator being appointed by each
party. On the receipt by one party of the nomination in writing of the other partys
arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the
decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed
shall not agree they shall appoint an umpire whose decision shall be final




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b)*
    
    This Agreement shall be governed by and construed- in accordance with
Title 9 of the United States Code and the Law of the State of New York and
should any dispute arise out of this Agreement, the matter in dispute shall be
referred to three persons at New York, one to
be appointed by each of the parties hereto, and the third by the two so chosen; their
decision or that of any two of them shall be final, and for purpose of enforcing any
award, this
Agreement may be made a rule of the Court.
The proceedings shall be conducted in accordance with the rules of the Society of
Maritime
Arbitrators, Inc. Now York.c)*
    
    Any dispute airising out of this Agreement shall be referred to arbitration
at, subject to the procedures applicable there
The laws of shall govern this Agreement.*
    
    16 a). 16 b) and 16 c) are alternatives; delete
whichever is not applicable. In the absence of deletions,
alternative 16 a) to apply.
 Clause 17 to 21 shall form an integral part of this Memorandum of Agreement.
 FOR BUYERS
    
    FOR GUARANTOR
    
    FOR SELLERS(-s- Konstantinos Sarris)
    

(-s- Konstantinos Sarris)
    

(-s- Jon M. Richut)KONSTANTINOS SARRAS 
ATTORNEY-IN-FACT
    
    KONSTANTINOS SARRAS
ATTORNEY-IN-FACT
    
    [ILLEGIBLE]
MANAGING DIRECTOR12 AUGUST 2008
    
    12 AUGUST 2008




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Appendix to Memorandum of Agreement dated 07th August 2008
MV Voge Katja
 
 Clause 17:
      Clause 18.
  Clause 19.
  Clause 20.




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Clause 21
  The Sellers
    
    The Guarantor
    
    The Buyers(-s- Jon M. Richut)
    

(-s- Konstantinos Sarris)
    
    (-s- Konstantinos Sarris)[ILLEGIBLE]
    
    For Freebulkers S.A as
    
    KONSTANTINOS SARRASMANAGING
DIRECTOR
    
    Guarantor of the Buyers
    
    ATTORNEY-IN-FACTKONSTANTINOS SARRASATTORNEY-IN-FACT12 August 2008.
    
    12 August 2008