Exhibit 10.10


 





ASSET PURCHASE AGREEMENT


 





	 	 
	 	Norwegian Shipbrokers’ Association’s Memo - 
	 


MEMORANDUM OF AGREEMENT


	randum of Agreement for sale and purchase of
	 	ships. Adopted by The Baltic and International
	 	Maritime Council (BIMCO) in 1956.
	 	Code-name
	 	SALEFORM 1993
	 	Revised 1966, 1983 and 1986/87


 
















Dated: April _____, 2015











 








	
        Rong Yao International Shipping Limited of Room D, 10/F,
        Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong 

        hereinafter called the “Sellers”, have agreed to
        sell, and 
	1
	 	 
	
        Sino-Global Shipping America, Ltd. (“Sino-Global”)
        of 1044 Northern Boulevard, Suite 305, Roslyn, New York 11576 or its nominee

        hereinafter called the “Buyers”, have agreed to
        buy
	2
	 	 
	Name: M.T. “Rong Zhou” (Hull No. CL0602)	3
	
        Classification Society/Class: Nippon Kaiji Kyokai (NK Class)

        Tanker, Oil Flash Point on and below 60 degree Celsius, and
        chemical type II and III, ESP, NS*, MNS*
	4
	Built: 2010By: Zhejiang Chenglu Shipbuilding Co., Ltd., Zhoushan	5
	Flag: Hong KongPlace of Registration: Hong Kong 	6
	Call Sign: IMO No.:  9526708GT/NT: 8,818 / 4,464	7
	Register Number:  ----- 	8
	 	 
	hereinafter called the Vessel, on the following terms and conditions:	9
	 	 
	Definitions	10
	 	 
	 	 
	“Banking days” are days on which banks are open in New York, Hong Kong and the People's Republic of China  	11
	 	 
	“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, 	12
	a registered letter, telex, telefax, e-mail or other modern form of written communication. 	13
	 	 
	
        “Classification Society” or “Class”
        means the Society Nippon Kaiji Kyokai (NK Class)

        referred to in line 4.
	
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	1.           Purchase Price 	16
	United States Dollars Ten Million And Five Hundred Thousand Only (US $10,500,000).  The Purchase Price shall be subject to upward or downward adjustment, if any, pursuant to the terms of this Agreement. 	
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	2.First Installment Share Payment	19
	As an inducement and partial consideration for the Sellers entering into this Agreement and agreeing to

 effectuate the sale of the Vessel to the Buyers pursuant to this Agreement, substantially simultaneously with the

 execution of this Agreement, the Buyers shall irrevocably issue 1,200,000 shares of unregistered common stock

 of Sino-Global to the Sellers as partial payment of the Vessel’s Purchase Price (the “First Installment Share Payment”).

 The parties agree that such payment shall be valued at US $2,220,000, with each of the 1,200,000

 shares of Sino-Global’s unregistered common stock being valued at US $1.85. All of such 1,200,000 shares of Sino-Global’s unregistered common stock shall be issued to the Sellers by the Buyers pursuant to Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). Sino-Global hereby represents and warranties that upon issuance of the 1,200,000 shares of Sino-Global’s unregistered common stock in the First Installment Share Payment to the Sellers, Sellers shall have the sole and exclusive ownership, title and rights to all such 1,200,000 shares of Sino-Global’s unregistered common stock including, but not limited to, the right to vote and/or sell all such 1,200,000 shares subject only to the 1,200,000 shares being registered for resale under the Securities Act or sold pursuant to and in accordance with an exemption from the registration requirements of the

 Securities Act, and the NASDAQ prohibition of the Sellers voting their 1,200,000 shares in proposals presented

 for approval to and by the shareholders of Sino-Global at the 2015 annual meeting of Sino-Global’s

 shareholders relating to items that involve directly and/or indirectly the Sellers.	
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	 As security for the correct fulfillment of this Agreement the Buyers shall pay a of 10%	36


 










    	 



    	 



    




 





	 (ten per cent) of the Purchase Price within banking days from the date of this	37
	Agreement. This  shall be place with 	38
	 	39
	
        and held by
        them in an interest bearing joint account for the Sellers and the Buyers, to be released in 

        accordance 
	40
	with joint written instructions of the Sellers and the Buyers. 	41
	Any fee charged for holding said  shall be borne equally by the Sellers and the 	42
	Buyers. 	43
	 	 
	 	 
	3.Payment	44
	 	 
	The said Purchase Price shall be paid by the Buyers in full free of bank charges to 	45
	 	 
	
        The said Purchase Price shall be paid by
        the Buyers as follows:

         
	46
	
        (a)         
        The 1,200,000 shares of Sino-Global unregistered common stock to be issued as the First Installment Share Payment will be substantially
        simultaneously with execution of this Agreement as provided in Clause 2 of this Agreement.

         

        (b)         
        After the Vessel is physically delivered to the Buyers, the Buyers shall lodge a second Installment (the “Second Installment”)
        in the sum of US $5,500,000, subject to availability of bank financing and any adjustments of the Purchase Price in accordance
        with this Agreement, in escrow to [Messrs. ], who shall hold the same as escrow agent for the parties. The parties agree that the
        Second Installment may be lodged by the Buyers by way of cash, issuance of Sino-Global’s unregistered common stock, subject
        to NASDAQ’s rules and regulations, or a combination of both, subject to agreement between the parties, and the Second Installment
        (either cash, unregistered common stock of Sino-Global or a combination of both) shall only be released to the Sellers after (i)
        satisfactory completion of closing conditions by the

 Sellers as stipulated in Clause 8 of this Agreement; (ii) the legal title
        of the Vessel has been transferred

 to the Buyers; and (iii) the Buyers have successfully obtained registration as the legal owner
        of the

 Vessel at the Hong Kong Shipping Register, and in accordance with the terms of the escrow agreement

 to be executed between
        the Sellers, the Buyers and the escrow agent, or otherwise in accordance with

 the joint written instructions of the Sellers and
        the Buyers.

         

         
	
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        (c)         
        The remaining balance of the Purchase Price (US $2,780,000) will be subject to adjustments in accordance with this Agreement (the
        “Final Installment”), and it shall be paid by the Buyers after all the adjustments of the Purchase Price have
        been made under Clause 22 of this Agreement by way of telegraphic transfer to the following bank account:

         

        [Sellers’ Bank account]

         

        The parties agree that the Final
        Installment may be paid by the Buyers by way of cash, issuance of unregistered common stock of Sino-Global or a combination of
        both, subject to agreement between the parties.

         

        The Buyers agree to use commercially
        reasonable efforts to register the unregistered shares of Sino-Global’s common stock issued in the name of the Sellers.

         

        In the event that this Agreement
        is terminated by either the Sellers or the Buyers under the terms provided in this contract or in accordance with the general law
        (i) the Sellers shall, within seven (7) banking days after the date of termination (x) pay US $2,220,000, representing the First
        Installment Share Payment paid by the Buyers pursuant to Clause 2 of this Agreement, to the Buyers and (y) return the Second Installment,
        if already lodged by the Buyers pursuant to Clause 3 of this Agreement, to the Buyers and (ii) on the date of any such termination,
        Sino-Global shall automatically and without any further action have a first priority security interest in and a priority lien on
        the Vessel to secure the payment of the US $2,220,000 owed to Sino-Global from the Sellers, and in connection therewith Sellers
        hereby expressly and irrevocably agree that Sino-Global is hereby expressly and irrevocably authorized to take any and all actions
        including, but not limited to, filing all necessary and/or required documents to create, enforce and provide notice of such priority
        security interest and lien on the Vessel, and Sellers further agree to take any and all action requested by Sino-Global in connection
        with the establishment, enforcement and providing notice of the security interest in and lien on the Vessel including, but not
        limited to, signing all requested documents and making all filings, and if Sellers do not take such actions within two (2) business
        days of such request, Sino-Global can take such action on behalf of the Sellers without having any liability to the Sellers (the
        rights of Sino-Global set forth in subparagraph (ii) of this paragraph shall be collectively referred to as “Buyer’s
        Security Rights”). For the avoidance of doubt, this clause shall survive termination of this Agreement.

        
	
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	4.           Inspections	90 
	 	 
	a) *	The Buyers have inspected and accepted the Vessel's classification records. The Buyers 	91
	 	have inspected the Vessel at/in on 	92
	 	and have accepted the Vessel following this inspection and the sale is outright and definite, 	93
	 	subject only to the terms and conditions of this Agreement. 	94
	 	 	 
	b) *	The Buyers shall have the right to inspect the Vessel and her classification records 	95
	 	before the date of physical delivery of the Vessel.	96
	 	 	 
	 	The Sellers shall provide for inspection of make the Vessel available for inspection at any of the ports in the Buyers’ option, within ten (10) banking days before the date of physical delivery of the Vessel.	
        97

        98

         

	 	 	 
	 	The Buyers shall undertake the inspection without undue delay to the Vessel. Should the 	99
	 	Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred. 	100
	 	The Buyers shall inspect the Vessel without opening up and without cost to the Sellers. 	101
	 	During the inspection, the Vessel's deck and engine log books shall be made available for 	102
	 	examination by the Buyers. If the Vessel is accepted after such inspection, the sale shall 	103
	 	become outright and definite, subject only to the terms and conditions of this Agreement, 	104
	 	provided the Sellers receive written notice of acceptance from the Buyers within seventy-two (72) hours 	105
	 	after completion of such inspection. 	106
	 	Should notice of acceptance of the Vessel's classification records and of the Vessel not be 	107
	 	received by the Sellers as aforesaid this Agreement shall be terminated, the Seller shall immediately pay US $2,220,000, representing the First Installment Share Payment paid by the Buyers pursuant to Clause 2 of this Agreement, to the Buyer, and the Buyer’s Security Rights shall become immediately effective.	
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	5.	Notices, time and place of delivery	111


 







	
        The Sellers shall keep the Buyers well
        informed of the Vessel’s itinerary and shall provide the Buyers with twenty (20), ten (10), five (5) and three (3) days’
        notice of the date the Sellers intend to tender Notice of Readiness and of the place of delivery nominated by the Buyers. When
        the Vessel is at the place of delivery nominated by the Buyers 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. The Notice of Readiness shall
        be issued not less than three (3) banking days before

 the anticipated delivery date.

         
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	The Vessel shall be delivered and taken over under her own power charter free/free of cargo, free of stowaways, safely afloat at a safe port and accessible safe berth or safe  	120

                                  121

	anchorage at a location to be nominated by the Buyers	122
	 	 
	in the Sellers' option. 	123
	Notice of Readiness shall not be tendered on or before 15 May 2015 or at a later date in the Buyers’ option	124
	Expected time of delivery: 1	125
	 	 
	Date of Cancelling (see Clauses 5 c), 6 b)(iii) and 14): 1 July 2015 after 00:00 hours in Hong Kong or at a later date in the Buyers’ option (the “Cancelling Date”)	126






	 	 	 
	c)	If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, 	127
	 	the Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in 	128
	 	writing stating the date when they anticipate that the Vessel will be ready for delivery and 	129
	 	proposing a new Cancelling Date.  Upon receipt of such notification the Buyers shall have the 	130
	 	option of either cancelling this Agreement in accordance with Clause 14 (Sellers’ default) within 	131
	 	seven (7) banking days of receipt of the notice or of accepting the new days as the new Cancelling 	132
	 	Date.  If the Buyers have not declared their option within seven (7) banking days of receipt of the 	133
	 	Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’ 	134
	 	notification shall be deemed to be the new Cancelling Date and shall be substituted for the 	135
	 	Cancelling Date stipulated in line 61.   	136
	 	 	
	 	If this Agreement is maintained with the new Cancelling Date all other terms and conditions 	137
	 	hereof including those contained in clauses 5a) and 5c) shall remain unaltered and in full  	138
	 	force and effect.  Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be	139
	 	entirely without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’ 	140
	 	default) for the Vessel not being ready by the original Cancelling Date.  	141







 





	d) 	Should the Vessel become an actual, constructive or compromised total loss before delivery,	142
	 	this Agreement shall immediately become null and void and the Sellers shall immediately pay US $2,220,000, representing the First 	
        143

	 	Installment Share Payment paid by the Buyers pursuant to Clause 2 of this Agreement, to the Buyers and Buyer’s Security Rights	144
	 	shall immediately become effective.	145
	 	 	 



















    	 



    	 



    




 














	
         

        6. Drydocking/Diver Inspection
        

         
	146
	 	 
	a)**	The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the 	147
	 	Classification Society of the Vessel's underwater parts below the deepest load line, the 	148
	 	extent of the inspection being in accordance with the Classification Society's rules. If the 	149
	 	rudder, propeller, bottom or other underwater parts below the deepest load line are found 	150
	 	broken, damaged or defective so as to affect the Vessel's class, such defects shall be made 	151
	 	good at the Sellers' expense to the satisfaction of the Classification Society without 	152
	 	condition/recommendation*. 	153
	 	 	 
	b)**	(i)           The Vessel is to be delivered without drydocking.  However,  The Buyers shall have the option right at their expense to arrange for an underwater inspection by a diver approved by the Classification	
        154

        155

	 	
        Society prior to the physical delivery
        of the Vessel. The Sellers shall at their cost and expense

        make the Vessel available for such inspection.
        The extent of the inspection and the conditions under
	
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	 	which it is performed shall be to the satisfaction of the Classification Society.  If the 	158
	 	conditions at the place port of delivery are unsuitable for such inspection, the Sellers shall make  the 	159
	 	Vessel available at a suitable alternative place near to the delivery port.  Unless specifically approved by the Buyers, the Sellers may not tender	
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        161

	 	Notice of Readiness prior to completion of the underwater inspection.   The Buyers’ representative(s)	162
	 	shall have the right to be present at the diver’s inspection. 	163
	 	 	 
	 	(ii)           If the rudder, propeller, bottom, or other underwater parts below the deepest load line are 	164
	 	found broken, damaged or defective so as to affect the Vessel’s class, then unless repairs can 	165
	 	be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for  	166
	 	the Vessel to be drydocked at their expense for inspection by the Classification Society of the 	167
	 	Vessel’s underwater parts below the deepest load line, the extent of the inspection being in 	168
	 	accordance with the Classification Society’s rules.  If the rudder, propeller, bottom or other  	169
	 	underwater parts below the deepest load line are found broken, damaged or defective so as to	170
	 	affect the Vessel’s class, such defects shall be made good by the Sellers at their cost and expenses	171
	 	to the satisfaction of the Classification Society without condition / recommendation*.  In such event 	172
	 	the Sellers are to pay also for the cost of the underwater inspection and the Classification Society’s	173
	 	attendance. 	174










 



    	 



    	 



    




 








	 	(iii)           If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry-docking 	175
	 	facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where	176
	 	suitable drydocking facilities are available, whether within or outside the delivery range as per 	177
	 	Clause 5 b).  Once drydocking has taken place the Sellers shall deliver the Vessel at a port within	178
	 	the delivery range as per Clause 5 b) which shall, for the purpose of this Clause, become the new 	179
	 	port of delivery.  In such event the Cancelling Date provided for in Clause 5 b) shall be extended 	180
	 	by the additional time required for the drydocking and extra steaming, but limited to a maximum of 14 	181
	 	running days. 	182
	 	 	 
	c)	If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above 	183
	 	(i)              The Classification Society may require survey of the tailshaft system, the extent of the 	184
	 	survey being to the satisfaction of the Classification Surveyor.  If such survey is not required by the   	185
	 	Classification Society, the Buyers shall have the right to require the tailshaft to be drawn and 	186
	 	surveyed by the Classification Society, the extent of the survey being in accordance with the 	187
	 	Classification Society’s rules for tailshaft survey and consistent with the current stage of the Vessel’s	188
	 	survey cycle.  The Buyers shall declare whether they require the tailshaft to be drawn and surveyed	189
	 	not later than by the completion of the inspection by the Classification Society.  The drawing and  	190
	 	refitting of the tailshaft shall be arranged by the Sellers.  Should any parts of the tailshaft system be 	191
	 	condemned or found defective so as to effect the Vessel’s class, those parts shall be renewed or	192
	 	made good at the Sellers’ cost and expense to the satisfaction of the Classification Society without 	193
	 	condition/recommendation*.	194
	 	 	 
	 	(ii)             The costs and expenses relating to the survey of the tailshaft system shall be borne by the	195
	 	Buyers unless the Classification Society requires such survey to be carried out, in which case the	196
	 	Sellers shall pay these costs and expenses.  The Sellers shall also pay the costs and expenses if	197
	 	the Buyers require the survey and parts of the system  are condemned or found defective or broken	198
	 	so as to affect the Vessel’s class*.	199
	 	 	 
	 	(iii)            The costs and expenses in connection with putting the Vessel in and taking her out of 	200
	 	drydock, including the drydock dues and the Classification Society’s fees shall be paid by the Sellers	201
	 	if the Classification Society issues any condition/recommendation* as a result of the survey or if it 	202
	 	requires survey of the tailshaft system.  In all other cases the Buyers shall pay the aforesaid	203
	 	expenses, dues and fees.	204
	 	 	 
	 	(iv)            The Buyers’ representative(s) shall have the right to be present in the drydock, but without	205
	 	Interfering with the work or decisions of the Classification surveyor. 	206
	 	 	 


 






    	 



    	 



    

 








	 	(i)              The Buyers shall have the right to have the underwater parts of the Vessel cleaned and 	207
	 	painted at their risk and expense without interfering with the Sellers’ or the Classifications surveyor’s	208
	 	work, if any, and without affecting the Vessel’s timely delivery.  If, however, the Buyers’ work in 	209
	 	drydock is still in progress when the Sellers have completed the work which the Sellers are required	210
	 	to do, the additional docking time needed to complete the Buyers’ work shall be for the Buyers’ risk 	211
	 	and expense.  In the event that the Buyers’ work requires such additional time, the Sellers may upon	212
	 	completion of the Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in	213
	 	drydock and the Buyers shall be obliged to take delivery in accordance with Clause 3, whether the 	214
	 	Vessel is in drydock or not and irrespective of Clause 5b)	215
	 	 	 
	*	Notes or memoranda, if any, in the surveyor’s report which are accepted by the Classification Society	216
	 	without condition/recommendation are not to be taken into account. 	217
	 	 	 
	 	 
	 	 
	7.           Spares/bunkers, etc.	218
	 	 
	The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board, ashore and on 	219
	shore at no extra cost.  All spare parts and spare equipment including spare tai-end shaft(s) and/or spare  	220
	propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or unused, whether	221
	on board or not shall become the Buyers’ property, but spares on order are to be excluded.  The Sellers are not	222
	required to replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which	223
	are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property	224
	of the Buyers.  The radio installation and navigational equipment shall be included in the sale without extra 	225
	payment if they are the property of the Sellers.  Broached/unbroached/unused stores and provisions shall be 	226
	included in the sale and be taken over by the Buyers without extra payment.	227
	 	 
	 	 
	The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the 	228
	Sellers' flag or name, provided they replace same with similar unmarked items. Library, forms, etc., 	229
	exclusively for use in the Sellers' vessel(s), shall be excluded without compensation. Captain's, 	230
	Officers' and Crew's personal belongings including the slop chest are to be excluded from the sale, 	231
	
        as well as the following additional items (including items on
        hire) which will be mutually agreed and incorporated

        in this Agreement in a form of an addendum.:
	
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	The Buyers shall take over the remaining bunkers and unused lubricating oils in storage tanks and 	234
	
        sealed drums and pay the Sellers for such
        remaining bunkers and unused lubricating oils at Sellers' net purchase price (excluding barging expenses) against supporting invoices/vouchers.
        If no supporting invoices/vouchers available, the price of the remaining bunkers and unused lubricating oils shall be determined
        by reference to the current net market rate (excluding barging expenses) at the port and date of delivery of the Vessel or, if
        unavailable, at the nearest bunkering port.

         
	
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	Payment under this Clause shall be made at the same time and place and in the same currency as 	240
	the Purchase Price. 	241
	 	 









    	 



    	 



    

 








	8.       Conditions to Closing and Closing Documentation	242
	 	 
	The place of closing is Hong Kong or other venue in the Buyers’ option.  The date and time of the Closing shall be mutually agreed between the Buyers and the Sellers and be documented in a closing memorandum.	
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        At Closing,
        the Sellers shall:

         

        (1)         deliver a legal opinion from their counsel confirming that they own the Vessel free from all encumbrances, mortgages and maritime
        liens or any other debts or claims whatsoever, and have the right and ability to transfer legal title to the Buyers free from all
        encumbrances, mortgages and maritime liens or any other debts or claims whatsoever.

         
	
         

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	(2)          furnish the following documents to the Buyers:	250
	 	 	 
	a) 	One (1) original Bill of Sale in a form recordable in Hong Kong (the country in which the Buyers are 	251
	 	to register the Vessel), warranting that the Vessel is free from all encumbrances, mortgages 	252
	 	and maritime liens or any other debts or claims whatsoever, duly notarized, attested and 	253
	 	legalized by the consul of such country or other competent authority; 	254
	 	 	 
	b) 	Written resolutions of the director(s) and shareholder(s) of the Sellers, duly notarially attested and 	255
	 	legalized or apostilled (as appropriate), approving the sale of the Vessel to the Buyers in accordance 	256
	 	with this Agreement, authorizing the issuance of a Power of Attorney to a specific person or persons  	257
	 	for the handling of the documentary closing and effecting physical delivery of the Vessel and 	258
	 	executing any and all documents in connection with the sale and delivery of the Vessel including,	259
	 	inter alia, the Bill of Sale, the Protocol of Delivery and Acceptance and all other documents relative	260
	 	to the sale of the Vessel;	261
	 	 	 
	c) 	Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the 	262
	 	Sellers in the performance of this Agreement, authorizing the representative(s) to execute 	263
	 	the “Bill of Sale” and “Protocol of Delivery and Acceptance” and deal with all matters relating to  	264
	 	the effective transfer of the Vessel’s title and physical delivery of the Vessel to the Buyers, duly	265
	 	
        notarially attested and legalized or apostilled (as appropriate);

         

         
	
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	d)	Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date 	267
	 	of physical delivery evidencing the Sellers’ ownership of the Vessel and that the Vessel is free from	268
	 	registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing	269
	 	meeting with the original to be sent to the Buyers as soon as possible after physical delivery of the	270
	 	
        Vessel;

         

         
	
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	e) 	Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate	272
	 	issued within three (3) banking days prior to delivery confirming that the Vessel is in NK Class free of 	273
	 	condition/recommendation;	
        274 

	f)	If required by the Buyers, 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	
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	 	registry does not as a matter of practice issue such documentation immediately, a written undertaking by	277
	 	the Sellers to effect deletion from the Vessel’s registry forthwith and provide a certificate or other official 	278
	 	evidence of deletion to the Buyers promptly and latest within four (4) weeks after the Purchase Price	279
	 	
        has been paid and the Vessel has been delivered;

         

        
	
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	g)	A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased 	281
	 	to be registered with the Vessel’s registry, or, in the event that the registry does not as a matter of 	282
	 	practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy	283
	 	of this certificate promptly upon it being issued together with evidence of submissions by the Sellers	284
	 	of a duly executed Form 2 stating the date on which the Vessel shall ceased to be registered with 	285
	 	
        the Vessel’s registry;

         

         
	
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	h)	
        Commercial Invoice(s) for bunkers, lubricating and hydraulic
        oils and greases;

         

         
	
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	i)	A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s 	288
	 	
        Communications contract which is to be sent immediately after
        physical delivery of the Vessel;

         

         
	
        289

         

         

	j)	Any such additional documents as may reasonably be required by the competent authorities 	290
	 	for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such 	291
	 	
        documents as soon as possible after the date of this Agreement;

         

         
	
        292

         

         

	k)	The Sellers’ letter of undertaking confirming that to the best of their knowledge the Vessel is not 	293
	 	
        black listed by any nation or international organization;

         

         
	
        294

         

         

	l)	The Sellers’ letter of undertaking that to the best of their knowledge, the Vessel has not touched 	295
	 	
        Bottom since her last dry docking; and

         

         
	
        296

         

         

	m)	Evidence that the insurance of the Vessel was endorsed in the name of the Buyers.	297
	 	 
	At the time of closing the Buyers and Sellers shall sign and deliver to each other a Protocol of 	298
	Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the 	299
	Buyers. 	300
	 	 
	At the time of delivery the Sellers shall hand to the Buyers all of the Vessel’s classification certificate(s) as well 	301
	as all plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also	302
	be handed over to the Buyers unless the Sellers are required to retain the same, in which case the 	303
	Buyers to have the right to take copies at the Buyers’ own cost. Other technical documentation which may 	304







 









    	 



    	 



    

 





	be in the Sellers' possession shall be promptly forwarded to the Buyers at the Buyers' expense, if they so 	305
	request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take 	306
	
         

        copies of same. The certificates/documents mentioned above shall
        be clean and valid without

         

        condition/recommendation for a minimum period of twenty-four
        (24) months by Class or the relevant authorities

         

        from the date of physical delivery of the Vessel. 
        

         

        The Buyers shall deliver
        the following documents to the Sellers at the time of closing:

         

        1.Resolutions
        of the Board of Directors of the Buyers approving the purchase of the Vessel pursuant to the terms and conditions of this Agreement;
        ratifying the execution of this Agreement, appointing and authorising attorneys-in-fact to act on behalf of the Buyers in connection
        with the purchase and taking physical delivery of the Vessel, to issue unregistered common stock of Sino-Global to the Sellers,
        to execute the various documents (including the protocol of delivery and acceptance) in connection with the purchase and taking
        delivery of the Vessel. The Resolutions shall be duly notarised and legalised/apostilled.

         

        2.Power
        of Attorney issued pursuant to the Directors' Resolutions referred to in 1. above, duly executed by the Buyers appointing and authorising
        attorneys-in-fact to act on behalf of the Buyers in connection with the purchase and taking delivery of the Vessel, including without
        limitation, to attend documentary closing and to take physical delivery of the Vessel, to execute various documents (including
        the protocol of delivery and acceptance). The Power of Attorney shall be duly notarised and legalised/apostilled.

         

        For the avoidance of doubt, it is a condition
        for the Sellers to deliver all of the closing documents to the Buyers as set out in this Clause 8, failing which (i) the Buyers
        have the option to terminate this Agreement and require the Sellers to immediately pay to the Buyers US $2,220,000, representing
        the First Installment Share Payment paid by the Buyers pursuant to Clause 2 of this Agreement,

 and Buyer’s Security Rights
        shall immediately become effective, or (ii) require the Sellers to amend the closing documents

 as required by the Buyers.

         

        Closing Procedures: 

         
	
         

        307

         

        308

         

        309

         

        310

         

        311

        312

        313

        314

        315

         

        316

        317

        318

        319

        320

        321

        322

        323

        324

        325

        326

        327

         

        328

         

	
        The following steps will take place simultaneously at Closing:

         
	329
	
        i.            
        The Vessel is physically delivered to the Buyers from the Sellers;

        ii.           
        The Buyers’ lodgment of the Second Installment in escrow to [Messrs. ].
	
        330

        331

	  iii.           The parties’ execution of the Protocol of Delivery and Acceptance; 	332
	  iv.           The Sellers deliver the Sellers’ closing documents, and the Buyers deliver Buyers’ closing documents set out in Clause 8 above.	
        333

	 	 
	9.Encumbrances	334

	 	 
	The Sellers warrant that the Vessel, at the time of delivery, is free from all taxes, maritime claims, 	335

	arrests, detentions, charters, encumbrances, mortgages and maritime liens or any other debts and/or claims 	336
	Whatsoever, and is not subject to Port State or other administrative detentions. The Sellers hereby undertake to 	337
	indemnify the Buyers against all consequences of claims made against the Vessel which have been incurred 	338
	prior to the time of delivery.	339







 






    	 



    	 



    







 





	10.Taxes, etc.	340
	 	 
	Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’ flag	341
	shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’	342
	register shall be for the Sellers’ account.	343
	 	 
	 	 
	11.Condition on delivery	344
	 	 
	The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is 	345
	physically delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be 	346
	delivered and taken over as she was at the time of inspection, fair wear and tear 	347
	excepted.  However, the Vessel shall be delivered free of cargo and free of stowaways with her Class 	348
	maintained without condition/recommendation*, free of average damage affecting the Vessel’s class, and with 	349
	her classification certificates and all national, international and trading certificates, as well as all other certificates 	350
	the Vessel had at the time of inspection, clean, valid and unextended for minimum twenty-four (24) months from 	351
	the time of physical delivery without condition/recommendation* by Class or the relevant authorities 	352
	 	 
	“inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4(a) or (b) (Inspection), if applicable.  If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.	
        353

        354

	 	 
	 	 
	* 	Notes and memoranda, if any, in the surveyor’s report which are accepted by the Classification Society	355
	 	without condition/recommendation are not to be taken into account.	356
	 	 
	 	 
	12.Name/markings	357
	 	 
	Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings. 	358
	 	 
	 	 
	13.Buyers’ default	359
	 	 
	Should the Second Installment and the Final Installment not be paid in accordance with Clause 3, the Sellers have the right to cancel this Agreement, in which case (i) the Sellers shall, within seven (7) banking days after the date of cancellation (x) pay US $2,220,000, representing the First Installment Share Payment paid by the Buyers pursuant to Clause 2 of this Agreement, to the Buyers and (y) return the Second Installment, if already lodged by the Buyers pursuant to Clauses 3 of this Agreement, to the Buyers and (ii) Buyer’s Security Rights shall immediately become effective.  For the avoidance of doubt, if the Sellers terminate this Agreement under the terms provided in this contract or in accordance with the general law, the Sellers shall only be entitled to the remedies as specifically stated in this Agreement, and the Sellers shall not be entitled to any common law right and/or contractual right of damages, including but not limited to the Sellers’ right to claim loss of bargain or damages against the Buyers.  	
           
 360

        361

        362

        363

        364

        365

        366

        367

        








 






    	 



    	 



    

 





	14.Sellers’ default	368
	 	 
	Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 b) or fail to be	369
	ready to validly complete a legal transfer by the Cancelling Date stipulated in line 61 the Buyers shall have the 	370
	option of cancelling this Agreement or take delivery of the Vessel against a deduction of the Vessel’s Purchase Price (the amount of deduction to be mutually agreed between the Parties) provided always that the Sellers shall be granted a maximum	
        371

        372

        373

	of three (3) banking days after Notice of Readiness has been given to make arrangements for the 	374
	documentation set out in Clause 8. If after Notice of Readiness has been given but before the	375
	Buyers have taken delivery the Vessel ceases to be physically ready for delivery and is not made	376
	physically ready again in every respect by the Cancelling Date stipulated in line 61 and new Notice 	377
	Readiness given, the Buyers shall retain their option to cancel.  In the event that the Buyers elect to	378
	cancel this Agreement, Sellers shall immediately pay US $2,220,000, representing the First Installment Share Payment paid by the Buyers pursuant to Clause 2 of this Agreement, to the Buyers and Buyer’s Security Rights shall immediately become effective.	
        379

        380

        381

	Should the Sellers fail to give Notice of Readiness by the Cancelling Date stipulated in line 61 or fail to be	382
	ready to validly complete a legal transfer as aforesaid they shall make due compensation to	383
	Buyers for their loss and for all expenses together with interest if their failure is due to proven	384
	negligence and whether or not the Buyers cancel this Agreement.	385
	 	 
	 	 
	15.Buyers’ representatives	386
	 	 
	After this Agreement has been signed by both parties, the Buyers 	387
	have the right to place immediately up to six two representatives on board the Vessel at their sole risk and expense upon 	
        388

        389

	arrival at                                   on or about.	390
	These representatives are on board for the purpose of familiarization and in the capacity of 	391
	observers only, and they shall not interfere in any respect with the operation of the Vessel. The 	392
	Buyers and the Buyers' representatives shall sign the Sellers' P&I Club standard letter of indemnity prior to their 	393
	embarkation.  The Buyers’ representatives to have the right to communicate with their office at the Buyers’ cost	394
	and the Captain of the Vessel shall assist in this respect.	395







 






    	 



    	 



    

 











	
        16. Warranty
        of Quality 

         

        (a)         
        Guarantee of Material and Workmanship

        The Sellers, for a period of
        twelve (12) months following delivery to the Buyers of the Vessel (the “Guarantee Period”), guarantee the Vessel,
        her hull and machinery and all parts and equipment thereof that are manufactured or furnished or supplied by the Sellers including
        material, equipment (however excluding any parts for the Vessel which have been supplied by or on behalf of the Buyers) against
        all defects which are due to defective materials, and/or poor workmanship.

         

         

        (b)         
        Notice of Defects

        The Buyers shall notify the
        Sellers in writing, as promptly as possible, after discovery of any defect for which a claim is made under this Clause 16. The
        Buyers' written notice shall describe the nature and extent of the defect. The Sellers shall have no obligation under this guarantee
        for any defects discovered prior to the expiry date of the guarantee, unless notice of such defects, is received by the Sellers
        not later than thirty (30) days after such expiry date.

         

        (c)         
        Remedy of Defects

        The Sellers shall remedy at
        its expense any defects, against which the Vessel or any part of the equipment thereof is guaranteed under this Clause 16 by making
        all necessary repairs and/or replacement.

         

        However, if it is impractical
        to make the repair by the Sellers, and if forwarding by the Sellers of replacement parts, and materials cannot be accomplished
        without impairing or delaying the operation or working of the Vessel, then, in any such event, the Buyers shall cause the necessary
        repairs or replacements to be made elsewhere at the discretion of the Buyers provided that the Buyers shall first and in all events
        will, as soon as possible, obtain the Sellers' prior written consent by first notifying the Sellers in writing of the time, place,
        methods, manners and by whom such repairs will be made and, if the Vessel is not thereby delayed, or her operation or working is
        not thereby delayed, or her operation or working is not thereby impaired, the Sellers shall have the right to verify by their own
        representative(s) the nature and extent of the defects complained of. The Sellers shall, in such cases, promptly advise the Buyers
        in writing after such examination has been completed, of its acceptance or rejection of the defects as ones that are subject to
        the guarantee herein provided.

         

        In any circumstances as set
        out below, the Purchase Price shall be deducted in accordance with Clause 22 of the Agreement:

         

        (i)          
        If Sellers accept the defects as justifying remedy under this Clause 16; or

        (ii)         
        If the Sellers neither accept nor reject the defects as above provided, nor request arbitration within thirty (30) days after its
        receipt of the Buyers' notice of defects which in such event, the Sellers shall be deemed having accepted the defects as justifying
        remedy under this Clause 16.

         

        Any dispute shall be referred
        to arbitration in accordance with Clause 17 hereof.

         

         
	
        396

        

        397

        398

        399

        400

        401

        402

         

         

        403

        404

        405

        406

        407

        408

         

        409

        410

        411

        412

         

        413

        414

        415

        416

        417

        418

        419

        420

        421

        422

        423

        424

         

        425

        426

         

        

        

	 	 


 






    	 



    	 



    

 





	17.Arbitration	427
	 	 
	a) * 	This Agreement shall be governed by and construed in accordance with Hong Kong law and	428
	 	any dispute arising out of this Agreement shall be referred to arbitration in Hong Kong in	      
	 	accordance with the UNCITRAL Arbitration Rules in force when the Notice of Arbitration is submitted.  Unless the parties agree on a single Arbitrator, the arbitration shall consist of three persons New 	
        429

        430

	 	, one arbitrator being appointed by each	431
	 	party and the third by the two so chosen if necessary, their decision or that of any two of them, shall be final. On the receipt by one party of the nomination in writing of the other party’s arbitrator,	
        432

        433

	 	That party shall appoint their arbitrator within fourteen (14) days, failing which the 	434
	 	 arbitrator
appointed by the other party shall become the sole arbitrator and in such circumstances, the decision of the sole arbitrator shall
be final.  	
        435
436
	 	 
	b) *	This Agreement shall be governed by and construed in accordance with Title 9 of the	437
	 	United States Code and the Law of the State of New York and should any dispute arise out of	438
	 	This Agreement, the matter in dispute shall be referred to three persons at New York, one to	439
	 	Be appointed by each of the parties hereto, and the third by the two so chosen; their	440
	 	decision or that of any two of them shall be final, and for purpose of enforcing any award, this	441
	 	Agreement may be made a rule of the Court.	442
	 	The proceedings shall be conducted in accordance with the rules of the Society of Maritime	443
	 	Arbitrators, Inc. New York.	444
	 	 	 
	c)*	Any dispute arising out of this Agreement shall be referred to arbitration at	445
	 	                                                                                , subject to the procedures applicable there.	446
	 	The laws of                                            shall govern this Agreement	447
	*	16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of	448
	 	deletions, alternative 16 a) to apply.	449
	 	 	 
	 	 	 

















 






    	 



    	 



    

 





	18.        Bunker / lubricating oils survey	450
	 	 
	Exact quantities of bunkers and lubricating oils to be measured and agreed after joint survey (the cost of joint survey shall be borne by the Buyers and Sellers equally) carried out by the Sellers’ and Buyers representatives three (3) banking days prior to delivery with agreed allowance for consumption up to physical delivery.	
        451

        452 

        453

	 	 
	 	 
	19.        Trials	454
	 	 
	
         Within ten
(10) banking days before the date of physical delivery of the Vessel, the Sellers shall arrange their staff(s) accompanied by
Buyers’ representative(s) and/or surveyor(s) and Class surveyors to board the Vessel to conduct an stationary & operational
trial on all her machineries and equipment to ensure her operating condition. Upon completed her operational trial the Vessel
to proceed to sea for propulsion-trial of maximum six (6) hours to confirm everything is in normal working condition. In the event
that the hull, machinery, parts or equipment of the Vessel are found broken, damaged or defective so as to affect her class, the
Buyers have the option of either requiring the Sellers to make all necessary repairs to the Vessel to ensure that her class would
not be affected, or accepting the Vessel against a deduction from the Purchase Price pursuant to Clause 22 of this Agreement.
Buyers’ representative(s) and/or surveyors(s) on board (whom accompanied by Sellers representative(s)/master) are allowed
to carry out physical inspection including ship machineries etc.

         
	
        455

456

457

458

459

460

461

462

         

	
         20. Class Surveys

         

        Sellers shall, at their own costs and expenses,
        carry out class and statutory surveys on or before 15 May 2015 so as to have class maintenance certificate and all other relevant
        class and statutory certificates issued. Sellers shall provide the Buyers with builder’s certificate and other document(s)
        issued by Class as reasonably required for flag registration purposes. For the avoidance of doubt, all the repairs and/or ratifications
        of the Vessel shall be agreed upon by the parties and such repairs/ratifications and all inspections conducted under this Clause
        shall not affect the Sellers' right to give Notice of Readiness under Clause 5(a).

        
	
        463



464

465

466

467

468
469
	 	 
	
        21. Conditions Precedent

         

        This Agreement is conditional upon and
        subject to the following:

         

        (a)         
        The Buyers are able to obtain necessary financing for the acquisition of the Vessel on or before 30 June 2015 on such terms as
        are satisfactory to the Buyers at the Buyers’ sole discretion;

         

        (b)         
        The Sellers have completed the class and statutory surveys of the Vessel as stipulated in clause 20 and the Class issued classification
        certificates and all national, international and trading certificates, as well as all other certificates for the Vessel which are
        clean, valid, and unextended for minimum of twenty-four (24) months from the time of delivery without condition/recommendation
        by Class or the relevant authorities;

         

        (c)         
        The Buyers have obtained all necessary approvals from the Board of Directors of Sino-Global, the government and/or regulatory authorities
        for the acquisition of the Vessel;

         

        (d)         
        The Buyers have completed all the inspections and trials as stipulated in Clauses 4, 6 and 19 of this Agreement and have accepted
        the Vessel; and

         

        (e)         
        The Buyers have obtained all necessary permits, license and consents to the acquisition and operation of the Vessel.

         
	 470



471



472

473



474

475

476

477



478

479



480

481



482

           483

         








 






    	 



    	 



    

 








	
        Should any of the above conditions is not
        been met, the Buyers have the option to cancel this Agreement and this Agreement shall become null and void and has no legal effect.
        In such event, the Sellers shall immediately pay US $2,220,000, representing the First Installment Share Payment paid by the Buyers
        pursuant to Clause 2 of this Agreement, to the Buyers and return the Second Installment, if already lodged by the Buyers pursuant
        to Clause 3 of this Agreement, to the Buyers and the Buyer’s Security Rights shall become immediately effective.

         
	484

485

486

487
	 22. Adjustment of the
        Purchase Price

         

        The Purchase Price of the Vessel shall
        be subject to adjustments as hereinafter set forth. It is hereby understood by both parties that any reduction of the Purchase
        Price is by way of liquidated damages and not by way of penalty.

         
	488



489

490
	
         Defects found during inspection


         

        (a)        
        If any defect was found during the Buyers’ inspection of the Vessel as stipulated in Clause 4 of this Agreement, the Buyers
        have the option of either not accepting the Vessel (in which case this Agreement shall be null and void, and the Sellers shall
        immediately pay US $2,220,000, representing the First Installment Share Payment paid by the Buyers pursuant to Clause 2 of this
        Agreement, to the Buyers and the Buyer’s Security Rights shall become immediately effective or accepting the Vessel against
        a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs and/or replacements
        including forwarding charges to the Buyers’ satisfaction. The estimated direct cost of the repairs and/or replacements including
        forwarding charges shall be the average of quotes for the repair and/or replacement works obtained from two reputable independent
        shipyards in South Korea or Singapore, one to be obtained by each of the Parties within two (2) Banking Days from the date of the
        inspection, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated
        time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair and/or replacement
        costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established.

        
	491



492

493

494

495

496

497

498

499

500

501

502

503

504



 






 






    	 



    	 



    

 





	
        Defects found during divers inspection

         

        (a)         
        If any defect was found during the Buyers’ divers inspection of the Vessel as stipulated in Clause 6 of this Agreement, and
        if the Classification Society do not require the defect(s) to be rectified before the next class drydocking survey, the Sellers
        shall be entitled to deliver the Vessel with these defect(s) against a deduction from the Purchase Price of the estimated direct
        cost (of labour and materials) of carrying out the repairs and/or replacements including forwarding charges to the satisfaction
        of the Buyers and the Classification Society. The estimated direct cost of the repairs and/or replacements including forwarding
        charges shall be the average of quotes for the repair and/or replacement works obtained from two reputable independent shipyards
        in South Korea or Singapore, one to be obtained by each of the Parties within two (2) Banking Days from the date of the divers
        inspection, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated
        time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair and/or replacement
        costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established.

         

        Defects found during Trials

         

        (b)         
        If any defect was found during the Trial of the Vessel as stipulated in Clause 19 of this Agreement, the Buyers have the option
        of either requiring the Sellers to make all necessary repairs to the Vessel to ensure that her class would not be affected, or
        accepting the Vessel against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying
        out the repairs and/or replacements including forwarding charges to the satisfaction of the Buyers and the Classification Society.
        The estimated direct cost of the repairs and/or replacements including forwarding charges shall be the average of quotes for the
        repair and/or replacement works obtained from two reputable independent shipyards in South Korea or Singapore, one to be obtained
        by each of the Parties within two (2) Banking Days from the date of Trial of the Vessel, unless the Parties agree otherwise. Should
        either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall
        be the sole basis for the estimate of the direct repair and/or replacement costs.

         

        Defects found during the Guarantee Period

         

        (c)         
If any defect was found during the Guarantee Period, subject to Clause 16 of the Agreement, the Purchase Price shall be deducted
from the estimated direct cost (of labour and materials) of carrying out the repairs and/or replacements including forwarding
charges to the satisfaction of the Buyers. The estimated direct cost of the repairs and/or replacements including forwarding charges
shall be the average of quotes for the repair and/or replacement works obtained from two reputable independent shipyards in South
Korea or Singapore, one to be obtained by each of the Parties within two (2) Banking Days from the date of Sellers’ receipt
of Notice of Defects from the Buyers as stipulated in Clause 16(b0 of this Agreement, unless the Parties agree otherwise. Should
either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall
be the sole basis for the estimate of the direct repair and/or replacement costs.

             

         
	505



506

507

508

509

510

511

512

513

514

515







516



517

518

519

520

521

522

523

524

525

526





527



528

529

530

531

532

533

534

535

536

537









 


 






    	 



    	 



    

 





	23. Costs	538
	 	 
	All costs at the port of delivery, before physical delivery, such as dues or expenses due or payable for inward clearance, customs clearance, port dues, harbour dues, fees, local tugs assistance, pilotages and the Sellers’ agent’s fees are for the account of the Sellers, as well as all expenses in connection with repatriation of all crew members.	539

540

541


	 	 
	 	 
	24. Notices 	542
	 	 
	All notices to be provided under this Agreement shall be in writing.	543
	 	 
	Contact details for recipients of notices are as follows:	544
	 	 
	 	 
	For the Buyers:	545
	c/o Sino-Global Shipping (HK) Limited	546
	20/F Hoi Kiu Commercial Building,	547
	158 Connaught Road, Central, Hong Kong	548
	Tel: (852) 37912082	549
	Tax: (852 37912081	550
	Email: elsie@sino-global.net	551
	Contact Person: Miss Elsie Yuen	552
	 	
	For the Sellers:	553
	 	 








	
        25. Entire Agreement 

         

        The written terms of this Agreement comprise
        the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous
        agreements whether oral or written between the Parties in relation thereto. Notwithstanding the above, the Parties may amend any
        term of this Agreement by prior written agreement between the Parties and any such amendments shall be incorporated into this Agreement
        by way of an addendum.

        

        
	554



555

556

557

558

559


 






    	 



    	 



    

 





	
        26. Acquisition only of Vessel; No assumption
        of Liabilities

         

        Pursuant to this Agreement, the
Buyers are only acquiring the Vessel and are not acquiring any contracts of the Vessel and/or the Sellers, hiring any persons
who worked on or were employed by the Vessel or the Sellers and are not continuing to do any business with any customers of the
Vessel. In addition, the Buyers are not acquiring any existing indebtedness of the Vessel or the Sellers except as expressly set
forth in this Agreement.

        
	560

561

562

563

564

565



 


	
        27. Regulation S Representations of
        the Sellers

         

        The Sellers understand that the 1,200,000
        shares are being issued to and acquired by the Sellers from the Buyers in reliance on an exemption from the registration requirements
        of United States federal and state securities laws under Regulation S of the Securities Act and that the Buyers are relying upon
        the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Sellers set forth
        herein in order to determine the applicability of such exemptions and the suitability of the Sellers to acquire the 1,200,000 shares.
        In this regard, the Sellers represent, warrant and agree that:

         

        (1)  
        The Sellers are not a U.S. Person (as defined below) and are not an affiliates (as defined in Rule 501(b) under the Securities
        Act) of the Buyers and are not acquiring the 1,200,000 shares for the account or benefit of a U.S. Person. A “U.S. Person”
        means any one of the following:

        a.    
        any natural person resident in the United States of America;

        b.    
        any partnership or corporation organized or incorporated under the laws of the United States of America;

        c.    
        any estate of which any executor or administrator is a U.S. person;

        d.    
        any trust of which any trustee is a U.S. person;

        e.    
        any agency or branch of a foreign entity located in the United States of America;

        f.     
        any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit
        or account of a U.S. person;

        g.    
        any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated
        or (if an individual) resident in the United States of America; and

        h.    
        any partnership or corporation if:

                                                 
        i.    organized or incorporated under the laws of any foreign jurisdiction; and

                                                
        ii.    formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities
        Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities
        Act) who are not natural persons, estates or trusts.

        (2)  
        At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement,
        the Sellers were outside of the United States.

        (3)  
        The Sellers will not, during the period commencing on the date of issuance of the 1,200,000 shares and ending on the first anniversary
        of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted
        Period”), offer, sell, pledge or otherwise transfer the 1,200,000 shares in the United States, or to a U.S. Person for the
        account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S. The parties
        hereto agree that the selling of the 1,200,000 shares pursuant to an effective registration statement covering the resale of such
        1,200,000 shares is in compliance with Regulation S.

        (4)  
        The Sellers will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the 1,200,000 shares only
        pursuant to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state
        and foreign securities laws.

        (5)  
        The Sellers were not in the United States, engaged in, and prior to the expiration of the Restricted Period will not engage in,
        any short selling of or any hedging transaction with respect to the 1,200,000 shares, including without limitation, any put, call
        or other option transaction, option writing or equity swap.

        (6)  
        Neither the Sellers nor or any person acting on their behalf has engaged, nor will engage, in any directed selling efforts to a
        U.S. Person with respect to the 1,200,000 shares and the Sellers and any person acting on their behalf have complied and will comply
        with the “offering restrictions” requirements of Regulation S under the Securities Act.

         

         
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	IN WITNESS WHEREOF the Sellers and the Buyers have signed and executed in two copies of this agreement 	610
	the day and year as above.	611


 








 








 



    	 



    	 



    




 










Amendment No. 1 (“Amendment
No. 1”) dated as of April 10, 2015 by and between Rong Yao International Shipping Limited (“Seller”)
and Sino-Global Shipping America, Ltd., (“Buyer”) to the Asset Purchase Agreement dated April 10, 2015 by and
between the Seller and the Buyer (the “Purchase Agreement”). This Amendment No. 1 amends and supplements the
Purchase Agreement, solely to the extent provided herein. The Buyer and Seller hereby expressly agree that notwithstanding anything
to the contrary provided in the Purchase Agreement or elsewhere, pursuant to NASDAQ Rule 5635(a) the Buyer will not issue to the
Seller shares of its common stock (or its common stock equivalents) equal to or in excess of twenty (20%) percent of (i) the voting
stock of the Company, and/or (ii) the shares of common stock of the Company, in both cases, issued and outstanding on the date
immediately prior to the date of the issuance of the 1.2 million shares to the Seller by the Buyer pursuant to the Purchase Agreement,
without the Buyer first obtaining approval by the Buyer’s shareholders in accordance with NASDAQ Rule 5635(e)(4). The parties
hereto execute this Amendment No. 1 as of April 10, 2015.