MEMORANDUM OF AGREEMENT
 nd
 AFRICAN PROTEA
   Flag: BAHAMAS
    
    Place of Registration: NASSAUCall Sign: C6UG3
    
    Grt/Nrt: 15888 / 8060Official Number: 8000949
    
    IMO Number: 9138707
  Definitions
    1.
    
    Purchase Price $39,250,000 (Thirty Nine Million Two Hundred Fifty Thousand US Dollars)in cash
net to the Sellers




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2.
    
    DepositAs security for the correct fulfillment of this Agreement the Buyers shall pay a deposit of 10%
(ten per cent) of the Purchase Price within 3 (three) banking days from the date of
this Agreement being signed/exchanged by fax. and Buyers BOD approval lifted. This
deposit shall be placed with Sellers designated bank, First Business Bank, Shipping Branch
Piraeus, and held by them in a joint account for the Sellers and the Buyers, to be released in
accordance with joint written instructions of the Sellers and the Buyers. Interest, if any, to be
credited to Buyers. Any fee charged for holding the said deposit shall be born equally by the
Sellers and the Buyers. The deposit together with 90 percent balance plus any additional payments
due under the MOA (such as Bunkers/Lubs ROB on Delivery etc...) to be released to sellers account,
in full, free of any bank charges, on delivery of the Vessel against the protocol of delivery and
acceptance signed by both parties. Banking fees if any, for the establishing/holding the
deposit to be for Buyers account.
 3.
    

    Payment
 The said Purchase Price shall be paid in full free of bank charges to Sellers designated bank on
delivery of the Vessel, but not later than 3 banking days after the Vessel is in every respect
physically ready for delivery in accordance with the terms and conditions of this Agreement and
Notice of Readiness has been given in accordance with Clause 5,and against the protocol of
delivery and acceptance of the vessel signed by both parties. (please see Clause 8)
 4.
    

    Inspections
 a) The Buyers have waived inspection of the Vessel and Vesselsclassifications records. The Buyers
have accepted the Vessel and her classification records, the sale therefore is outright and
definite, subject only to the terms and conditions of this Agreement and subject to Buyers
B.O.D. approval which to be lifted not later than the 24th December 2007.
 b)* The Buyers shall have the right to inspect the Vessels classification records and
declare whether same are accepted or not within
The Sellers shall provide for inspection of the Vessel at/in
The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers
cause undue delay they shall compensate the Sellers for the losses thereby incurred. The Buyers
shall inspect the Vessel without opening up and without cost to the Sellers. During the
inspection, the Vessels dock and engine log books shall be made available for examination by the
Buyers. If the Vessel is accepted after such inspection the sale shall become outright and
definite, subject only to the terms and conditions of this Agreement, provided the Sellers receive
written notice of acceptance from the Buyers within 72 hours after completion of such inspection.
Should notice of acceptance of the Vessels classification records and of the Vessel not be
received by the Sellers as aforesaid, the deposit together with interest earned shall be released
immediately to the Buyers whereafter this Agreement shall be null and void.
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*
    
    4a) 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 with 30 (thirty), 15 (fifteen), 7 (seven), 3 (three) days approximate notice and
48/24 hours more definite notice of the estimated time of arrival at the intended place 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 or
anchorage. Time and place always at/in in the Buyers Sellers option.
Sellers to endeavour to nominate probable delivery port together with 15 (fifteen) days
approximate notice.Expected time of delivery: between 01/02/2008  31/03/2008Date of Cancelling: The 15th April 2008. Cancelling in Buyers option. The cancelling
date refers to the last date that the notice of readiness can be presented and not the last date on
which the Vessel may be delivered.c)
    
    If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the
Vessel will not be ready for delivery by the Date of Cancelling they are to 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 canceling 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 all references in this
Agreement to the Date of Cancelling shall be read as referring to the new cancelling date. In
the event the Buyers elect to cancel this agreement the deposit together with earned interest
to be returned to the Buyers immediately.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 Date of Cancelling.d)
    
    Should the Vessel become an actual, constructive or compromised total loss before delivery
the deposit together with interest earned shall be returned immediately to the Buyers
whereafter this Agreement shall be null and void.
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6.
    
    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 Buyers declaration of their BOD
approval. Buyers will have to request in writing the underwater inspection and Sellers at their
best convenience, provided this underwater inspetion will not interfere with Vessels normal
operation, shall at Buyers 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.
   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 the Sellers 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 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.
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(iii) If the Vessel is to be drydocked pursuant to Clause 6b) (ii) and no suitable
drydocking 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 5b). Once drydocking has taken place, the Sellers
shall deliver the Vessel at a port within the delivery range as per Clause 5b) which shall,
for the purpose of this Clause, become the new port of delivery. In such event the Date of
Cancelling provided for in Clause5b) 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 6a) or 6b) 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, these parts shall be
renewed or made good at the Sellers 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.
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(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 5b).
 *
    
    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.**
    
    6a) and 6b) are alternatives, delete whichever is not applicable. In the absence of
deletions, alternative 6a) to apply.
 Spares/bunkers, etc.
 included
  
   6




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Also the buyers shall take over the remaining and unused lubricating oils and greases and pay the
Sellers the contract prices, a joint survey between Sellers and Buyers representatives to take
place to ascertain the qualities of remaining bunkers/lubs on the date of delivery.Payment under this Clause shall be made at the same time and place and in the same currency as the
Purchase Price.
 8.
    
    Documentation
 The place of closing: First Business bank, Shipping Branch Piraeus.The Vessel shall be delivered and the purchased price paid against Protocol of Delivery signed by
both the Sellers and the Buyers, Bill of Sale and all other normal delivery documents reasonably
required for Buyers. Vessels legal transfer of title and registration of the Vessel
under Buyers indented flag. Such documents to be listed in an Addendum to this MOA which both
parties to endeavour to be agreed/issued as soonest as possible.a)
    
    Legal Bill of Sale in a form recordable in (the country 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)
    
    Copy of the 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.d)
    
    Certificate issued by the competent authorities stating that the Vessel is free from
registered encumbrances.e)
    
    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 Certificate or other official evidence of deletion to the Byers promptly and
latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been
delivered.f)
    
    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.At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of
Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to
the Buyers.
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At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as
well as all plans etc., which are on board the Vessel. Other certificates which are on board the
Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in
which case the Buyers to have the right to take copies. Other technical documentation which may be
in the Sellers possession shall be promptly forwarded to the Buyers at their expense, if they so
request. The Sellers may keep the Vessels log books but the Buyers to have the right to take
copies of same at Buyers account.
 9.
    
    Encumbrances
 The Sellers warrant that the Vessel, at the time of delivery, is free from all encumbrances,
mortgages and maritime liens or any other debts whatsoever. The Sellers hereby undertake to
indemnify the Buyers against all consequences of claims made against the Vessel which have been
incurred prior to time of delivery.
 10.
    
    Taxes, etc.
 Any taxes, fees and expenses in connection with the purchase and registration under the Buyers
flag shall be for the Buyers account, whereas similar charges in connection with the closing of
the Sellers register shall be for the Sellers account.
 11.
    
    Condition on delivery
 The Vessel with everything belonging to her shall be at the Sellers risk and expense until she is
delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be
delivered and taken over as she was the time of inspection, fair wear and tear excepted.However, the Vessel shall be delivered as is where lies with her class maintained and free of
average damage affecting the Vessels class, and with her classification certificates and
National/International trading certificates as on board at the time of delivery.Inspection in this Clause 11, shall mean the Buyers inspection according to Clause 4a) or 4b),
if applicable, or the Buyers inspection prior to the signing of this Agreement. If the Vessel is
taken over without inspection, the date of this Agreement shall be the relevant date.
 *
    
    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
 Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.
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13.
    
    Buyers default
 Should the deposit not be paid in accordance with Clause 2 the Sellers have the right to cancel
this Agreement, and they shall be entitled to claim compensation for their losses and for all
expenses incurred together with interest.Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to
cancel the Agreement, in which case the deposit together with interest earned shall be released to
the Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to claim
further compensation for their losses and for all expenses incurred together with interest.
 14.
    
    Sellers default
 Should the Sellers fail to give Notice of Readiness in accordance with Clause 5a) or fail
to be ready to validly complete a legal transfer by the Date of Cancelling the Buyers shall have
the option of cancelling this Agreement provided always that the Sellers shall be
granted a maximum of 3 banking days after Notice of Readiness has been given to make arrangements
for the documentation set out in Clause 8. If after Notice of Readiness has been given but before
the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not
made physically ready again in every respect by the Date of Cancelling and new Notice of Readiness
given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to
cancel this Agreement the deposit together with interest earned shall be released to them
immediately.Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or
fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation
to the Buyers for their loss and for all expenses together with interest if their failure is due to
proven negligence and whether or not the Buyers cancel this Agreement.
 15.
    
    Buyers representatives
 After this Memorandum of Agreement has been signed by both parties and the 10% (ten per cent)
deposit has been lodged, the Buyers have the right to place up to two representatives on board the
Vessel at their sole risk and expense till delivery upon arrival at ____________on or about
____________.These representatives are on board fro the purpose of familiarisation and in the capacity of
observers only, and they shall not interfere in any respect with the operation of the Vessel. The
Buyers and their representatives shall sign the Sellers letter of indemnity prior to their
embarkation.The Buyers Representatives shall have free access to all Vessels spaces and Ships inventories in
order to get satisfactorily acquainted with the ship in order to prepare a smooth take
over/delivery.
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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 1950 and 1979 1996 and in accordance with LMAA terms in
force or any statutory modification or re-enactment thereof for the time being in force, one
arbitrator being appointed by each party. The two arbitrators so appointed shall appoint a
third arbitrator who shall chair the arbitration panel. In the event that the two arbitrators
already appointed cannot agree on the identity of the Chairman within 30 days of the
appointment of the second arbitrator, the appointment shall be made by the President for the
time being of the London Maritime Arbitrators Association. 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.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 such 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, the
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. New York.c)* Any dispute arising out of this Agreement shall be referred to arbitration at London, subject
to the procedures applicable there.
The laws of England shall govern this Agreement.*
    
    16a), 16b) and 16c) are alternatives; delete whichever is not applicable. In the absence of
deletions, alternative 16a) to apply.
   FOR THE BUYERS/s/ Ion G. VarouxakisIon G. VarouxakisAttorney-in-Fact
 FOR THE SELLERS/s/ George KalogeropoulosGeorge Kalogeropoulos(Attorney-in-Fact)
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A D D E N D E M     N O.  1
Dated February 1 st 2008
 To the Memorandum of Agreement dated 22 nd January 2008
(The M.O.A.)
 For the sale of
 M/V AFRICAN PROTEA
(Hereinafter called the Vessel)
 Between
 WYNNE SHIPHOLDING S.A. of Majuro, Marshall Islands
(Hereinafter called the Sellers)
 And
 ADVENTURE NINE S.A. of Majuro, Marshall Islands
(Hereinafter called the Buyers)
    nd




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nd
 st
 /s/ IllegibleFOR WYNNE SHIPHOLDING S.A. /s/ Ion G. Varouxakis, Attorney-in-FactFOR ADVENTURE NINE S.A. /s/ Ion G. Varouxakis, Attorney-in-FactFOR ADVENTURE SEVEN S.A.




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THIS ADDENDUM No. 2 th BETWEEN
 (1)
    
    WYNNE SHIPHOLDING S.A. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
Marshall Islands MH 96960 (the Sellers); and(2)
    
    ADVENTURE SEVEN S.A., of the Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
Marshall Islands MH 96980 (the Buyers).
 WHEREAS:
 (A)
    
    The Sellers are the registered owners of the bulk carrier motor vessel African Protea
currently registered under the Bahamas flag with IMO number 9138707 (the Vessel), and(B)
    
    the Sellers and the Buyers have entered into a NSF 93 Form Memorandum of Agreement dated as
of 22 January 2008 as amended by Addendum No. 1 (the Agreement) for the sale by the Sellers
to the Buyers of the Vessel; and(C)
    
    the Sellers and the Buyers have agreed pursuant to Clause 8 of the Agreement to sign this
Addendum No. 2.
 IT IS NOW THEREFORE AGREED BETWEEN THE PARTIES AS FOLLOWS:
  (a)
    
    Three originals of a Legal Bill of Sale in a form recordable in the Bahamas Registry,
warranting that the Vessel is free from all encumbrances, mortgages, taxes and maritime liens
or any other debts or claims whatsoever, duly legalized by Apostille by the Special Agent of
the Republic of the Marshall Islands in Piraeus, Greece.
 (b)
    
    Fax copy of Transcript of Registry issued not earlier than one day prior to the date of
delivery by the competent authorities of the flag state of the Vessel, which shall inter alia
confirm that the Vessel is registered in the ownership of the Sellers free from registered
encumbrances. The original to be delivered to Buyers representative attending on the date of
closing at the BMA in London.
 (c)
    
    Class Maintenance Certificate issued within two (2) Banking days prior to delivery confirming
that the vessel is fully classed;
 (d)
    
    a true copy of the Certificate of Incorporation of the Sellers certified by Sellers Greek
counsel or other such document evidencing that the Sellers are a company validly incorporated
and existing in accordance with the laws of the Republic of the Marshall Islands;
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(e)
    
    Two (2) Originals set of Protocol of Delivery and Acceptance (one each for the Sellers and
the Buyers), one at the closing and the other at the physical delivery confirming the delivery
of the Vessel to the Buyers.
 (f)
    
    an original Certificate of Good Standing of the Sellers dated no more than five days prior to
the Delivery Date showing the Sellers to be in good standing under the laws of the Republic of
the Marshall Islands.
 (g)
    
    an original set of the resolutions of the board of directors of the Sellers signed by all the
directors of the Sellers authorising the sale of the Vessel in accordance with the provisions
of the Agreement and the execution on behalf of the Sellers of inter alia, the Bill of Sale, a
protocol of delivery and acceptance and any other document required to be executed by the
Sellers in respect of the delivery of the Vessel from the Sellers to the Buyers pursuant to
the Agreement, such resolutions to be duly legalised by Apostille by the Special Agent of the
Republic of the Marshall Islands in Piraeus, Greece.
 (h)
    
    an original set of the resolutions of the shareholders of the Sellers signed by or on behalf
of all the shareholders of the Sellers approving and consenting to the resolutions referred to
in (c) (g )above, such resolutions to be duly legalised by Apostille by the Special Agent of
the Republic of the Marshall Islands in Piraeus, Greece.
 (i)
    
    an original set of the officers certificate of the Sellers certifying (i) the names of all
the present directors and officers as well as (ii) the names of the shareholders and the
number of shares held by each shareholder and annexing both a certified true and up-to-date
copy of the constitutional documents of the Sellers (articles of incorporation and by-laws),
such officers certificate to be duly legalised by Apostille by the Special Agent of the
Republic of the Marshall Islands in Piraeus, Greece.
 (j)
    
    an original power of attorney of the Sellers duly legalised by apostile by the Special Agent
of the Republic of the Marshall Islands in Piraeus, Greece;
 (k)
    
    a copy of the Vessels current complete Continuous Synopsis Record (CSR) file, original CSR
to be delivered on board.
 (l)
    
    three original commercial invoices stating the particulars of the Vessel including the full
purchase price of the Vessel, marked fully paid and signed by the Sellers;
 (m)
    
    Three original statements providing for description, quantities and prices of any bunkers
lubricating oils remaining on board the Vessel at the Delivery Date in accordance with the
provisions of clause 7 of the Agreement.
 (n)
    
    An original letter of undertaking from Sellers to fully indemnify the Buyers and hold them
harmless against all and any claims of whatsoever nature made against the Vessel in respect of
liabilities incurred prior to the Vessels delivery to the Buyers but arising after such
delivery and to settle same without delay;
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(o)
    
    Photocopies of the following certificates to be faxed to the Buyers upon signing of this
Addendum:
 -
    
    Registry Certificate-
    
    International Loadline-
    
    International Tonnage Certificate-
    
    Radio License-
    
    Cargo Ship Safety Radiotelegraphy-
    
    Cargo Ship Safety Equipment-
    
    Cargo Ship Safety Construction-
    
    Safety Management Certificate and Document of Compliance in
respect of the Vessel issued pursuant to ISM Code;-
    
    All other trading and international Ships Certificates
  (a)
    
    a true copy of the Certificate of Incorporation of the Buyers certified by a director of the
Buyers or other such document evidencing that the Buyers are a company validly incorporated
and existing in accordance with the laws of the Marshall Islands;
 (b)
    
    an original Certificate of Good Standing of the Buyers dated no more than five days prior to
the Delivery Date showing the Buyers to be in good standing under the laws of the Marshall
Islands;
 (c)
    
    an original set of the resolutions of the board of directors of the Buyers authorising the
Purchase of the Vessel in accordance with the provisions of the Agreement and the execution on
behalf of the Buyers of inter alia, the acceptance of the Bill of Sale, authorising the
release of the 10% escrow deposit to the favour of the Sellers, the execution of a protocol of
delivery and acceptance and any other document required to be executed by the Buyers in
respect of the delivery of the Vessel from the Sellers to the Buyers pursuant to the Agreement
such resolutions to be duly legalised by Apostille by the Special Agent of the Republic of the
Marshall Islands in Piraeus, Greece;
 (d)
    
    an original set of the officers certificate of the Buyers certifying the names of all the
present directors and officers and annexing both a certified true and up-to-date copy of the
constitutional documents of the Buyers (articles of incorporation and by-laws), such officers
certificate to be duly legalised by Apostille by the Special Agent of the Republic of the
Marshall Islands in Piraeus, Greece;
 (e)
    
    an original power of attorney of the Buyers duly legalised by Apostille by the Special Agent
of the Republic of the Marshall Islands in Piraeus, Greece;Drafts of delivery documents to be exchanged between Sellers and Buyers seven days prior to
delivery for approval.
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IN WITNESS WHEREOF
 EXECUTEDas a DEED
    
    )by
    
    )for and on behalf of
    
    ).../s/ Illegible................................................WYNNE SHIPHOLDING S.A.
    
    )EXECUTEDas a DEED
    
    )by
    
    )for and on behalf of
    
    ).../s/ Ion G. Varouxakis.....................................ADVENTURE SEVEN S.A.
    
    )
 4