MEMORANDUM OF AGREEMENT
 nd
 AFRICAN IMPALA
    Flag: BAHAMAS
    
    Place of Registration: NASSAUCall Sign: C6UF9
    
    Grt/Nrt: 15888 / 8036Official Number: 8000947
    
    IMO Number: 9138680
  Definitions
    Purchase Price $37,500,000 (Thirty Seven Million Five Hundred Thousand US Dollars)
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Deposit
 and Buyers BOD approval lifted Banking fees if any, for the establishing/holding the
deposit to be for Buyers account.
 Payment
  Inspections
 and subject to Buyers
B.O.D. approval which to be lifted no later than the 24th of 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. They 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.
 
 *
    
    4a) and 4b) are alternatives; delete whichever is not applicable. In the absence of
deletions, alternative 4a) to apply. 2




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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 the 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 reference 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 convenience, provided this underwater inspection
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.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 always at Sellers option, a)
deliver the vessel as she is without repair but instead discount the purchase price at the time of
delivery by a US$ amount, which will be the direct cost of repairs acceptable to class, will be the
average of two price quotations received from two reputable shipyards in China  one chosen by the
Sellers and the other one chosen by the Buyers, shall be deducted from the balance of the purchase
monies at the time of delivery. Such amount shall reflect only the direct estimated cost of
repairing the damage and excludes drydocking fees/charges for general services/off-hire etc.
orb) This agreement is considered null and void without any harm or claim to any party
 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, those 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 a 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 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
  
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Documentation
 Buyers
 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 Buyers 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 at the time of signing this MOA, 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 stipulated 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 of Cancelling 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 provided Buyers BOD is
lifted and the deposit has been lodged, the Buyers have the right to place two representatives
on board Vessel at their sole risk and expense till delivery.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 crew and/or operation of the
Vessel. The Buyers representatives shall sign the Sellers letter of indemnity prior to their
embarkation. However, the Buyers representatives are not to board the vessel prior to two months
before the expected delivery of the Vessel.
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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 the 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 of 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, 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.
 nd
 FOR THE BUYERS
    
    FOR THE SELLERS/s/ Ion G. Varouxakis
    
    /s/ George KalogeropoulosIon G. Varouxakis
    
    George Kalogeropoulos(Attorney-in-Fact)
    
    (Attorney-in-Fact)
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A D D E N D E M   N O. 1
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nd
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 /s/ IllegibleFOR STELLA SHIPPING CO /s/ Ion G. Varouxakis, Attorney-in-FactFOR ADVENTURE SEVEN S.A. /s/ Ion G. Varouxakis, Attorney-in-FactFOR ADVENTURE NINE S.A. 2




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THIS ADDENDUM No. 2 th BETWEEN
 (1)
    
    STELLA SHIPPING CO. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
Marshall Islands MH 96960 (the Sellers); and
 (2)
    
    ADVENTURE NINE 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 Impala
currently registered under the Bahamas flag with IMO number 9138680 (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 legalized 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 legalized 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/ IllegibleSTELLA SHIPPING CO.
    
    
    ))EXECUTEDas a DEED
    
    
    )by
    
    
    )for and on behalf of
    
    
    )
    
    
    .../s/ Ion G. VarouxakisADVENTURE NINE S.A.
    
    
    )
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