Exhibit 4.31


 


 



 



	
MEMORANDUM OF AGREEMENT

	
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase


of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.


Code-name


SALEFORM 1993














 


Dated: 6 August 2015







	
Cape Elizabeth Marine Inc., of the British Virgin Islands


hereinafter called the Sellers, have agreed to sell, and

	
1


 










	
SEA GENIUS SHIPPING CO., of the Marshall Islands


hereinafter called the Buyers, have agreed to buy the

	
2










	
Name: GENIUS

	
3










	
Classification Society/Class:

	
BV

	
4


	
Built:  2010

	
By: Sungdong Shipbuilding & Marine Eng. Co. Ltd., South Korea

	
5


	
Flag: Isle of Man

	
Place of Registration: Douglas

	
6


	
Call sign: 2CPA7

	
Grt/Nrt: 88.479/56.828

	
7


	
Register IMO Number: 9398759


 

	
8


	
hereinafter called the Vessel, on the following terms and conditions:


 

	
9


	
Definitions

	
10










	
"Banking days" are days on which banks are open in the country of the currency

	
11


	
Stipulated for the Purchase Price in Clause 1, and in the place of closing stipulated in Clause 8, in the


 country of the Vessel's flag, Greece, USA, UK and in the country of the Vessel's mortgagee bank.

	
12










	
"in writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa,

	
13


	
a registered letter, telefax or other modern form of written communication.

	
14










	
"Classification Society" or "Class" means the Society referred to in line 4.


 


"Purchase Agreement" means the purchase agreement dated 6 August 2015 made by and among, inter 


alios, Seanergy (as defined in Clause 21 hereof) and the Sellers.


 

	
15


	
1.

	
Purchase Price:

	
USD 27,596,880 (United States Dollars twenty seven million five hundred 


ninety six thousand eighty eight hundred) only

	
16





 


	
2.            Deposit

	
17










	
As security for the correct fulfilment of this Agreement  the  Buyers shall pay a deposit of 10%

	
18


	
(ten per cent) of the Purchase Price within banking days from the date of this

	
19


	
Agreement. This deposit shall be placed with

	
20


	
and held  by them in a joint  account  for the  Sellers  and  the  Buyers, to be released in accordance

	
21


	
with joint written instructions of the  Sellers  and   the  Buyers.  Interest, if any, to  be  credited to  the

	
22


	
Buyers. Any fee charged  for holding  the said deposit  shall  be  borne  equally  by  the  Sellers  and  the

	
23


	
Buyers.

	
24










	
3.            Payment

	
25





 


	
The said Purchase Price shall be paid in full free of bank charges by Buyers to Sellers' bank account, 


details of which shall be furnished by Sellers,

	
26


	
before delivery of the Vessel, but not later than 3 (three) Banking days after the Vessel is in every respect

	
27


	
physically ready for delivery in accordance with the terms and conditions of this Agreement and

	
28


	
Notice of Readiness ("NOR") has been given in accordance with Clause 5.

	
29





 


 











 

	
4.        Inspections

	
30







 


	
a)*

	
The Buyers have waived the physical inspection for the Vessel and have accepted her. The Buyers 


have inspected and accepted the Vessel's classification records. Therefore the sale is outright 


and definite, subject only to the terms and conditions of this Agreement. The Buyers

	
31


	 	
have also inspected the Vessel at/in [               ] on [               ]

	
32


	 	
and have accepted the Vessel following this inspection and the sale is outright and definite,

	
33


	 	
subject only to the terms and conditions of this Agreement.

	
34










	
b)*

	
The  Buyers  shall  have  the right  to  inspect  the  Vessel's   classification  records   and   declare

	
35


	 	
whether same are accepted  or  not  within

	
36










	 	
The Sellers shall provide for inspections of the Vessel at/in

	
37










	 	
The  Buyers  shall  undertake  the  inspection   without  undue  delay  to  the  Vessel.   Should  the

	
38


	 	
Buyers  cause  undue  delay  they  shall  compensate  the  Sellers  for the losses thereby incurred.

	
39


	 	
The  Buyers  shall  inspect  the  Vessel without opening up   and without    cost  to  the  Sellers

	
40


	 	
During  the  inspection,  the  Vessel's  deck  and  engine  log  books  shall  be  made  available for

	
41


	 	
examination  by  the  Buyers. If the  Vessel  is  accepted  after  such  inspection,  the  sale shall

	
42


	 	
become outright and definite, subject  only  to  the  terms  and  conditions  of  this  Agreement,

	
43


	 	
provided the  Sellers receive   written notice  of  acceptance  from  the  Buyers  within  72 hours

	
44


	 	
after  completion  of  such  inspection.

	
45


	 	
Should  notice  of  acceptance  of   the  Vessel's classification  records  and  of  the Vessel not be

	
46


	 	
received  by  the  Sellers  as  aforesaid, the deposit together  with   interest earned   shall  be

	
47


	 	
released  immediately to the  Buyers, whereafter  this  Agreement shall be   null and void.

	
48










	
*

	
4 a) and 4b) are alternatives; delete whichever is not applicable. In the absence of deletions,

	
49


	 	
alternative 4a) to apply.

	
50










	
5.            Notices, time and place of delivery

	
51










	
a)

	
The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall

	
52


	 	
provide the Buyers with 30/20/15/10/7/5/3 approximate and 2 and 1 definite days notices of the 


expected time and place of arrival at the

	
53


	 	
intended time and place of drydocking/underwater inspection/delivery. When the Vessel is at the

	
54


	 	
place of delivery and in every respect physically ready for delivery in accordance with this

	
55


	 	
Agreement, the Sellers shall give the Buyers a written NOR for delivery.


 

	
56


	
b)

	
The Vessel shall be delivered to the Buyers free of stowaways, free of cargo, with clean swept holds

	
57


	 	
safely afloat at a safe and accessible berth, port or anchorage in PR China range.

	
58


	 	 	
59


	 	
Expected time of delivery: 17 August 2015 – 30 November 2015 or such later date at Buyers' option.

	
60


	 	 	 
	 	
Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 30 November 2015 or such later date at Buyers' 


option.

	
61










	
c)

	
If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the

	
62


	 	
Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in

	
63


	 	
writing stating the date when they anticipate that the Vessel will be ready for delivery and

	
64


	 	
propose a new cancelling date. Upon receipt of such notification the Buyers shall have the

	
65


	 	
option of either cancelling this Agreement in accordance with Clause 14 within 4 7 running

	
66


	 	
days of receipt of the notice or of accepting the new date as the new cancelling date. If the

	
67


	 	
Buyers have not declared their option within 4 7 running days of receipt of the Sellers'

	
68


	 	
notification or if the Buyers accept the new date, the date proposed in the Sellers' notification

	
69


	 	
shall be deemed to be the new cancelling date and shall be substituted for the cancelling

	
70


	 	
date stipulated in line 61.

	
71










	 	
If this Agreement is maintained with the new cancelling date all other terms and conditions

	
72


	 	
hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full

	
73


	 	
force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any

	
74


	 	
claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by

	
75


	 	
the original cancelling date.

	
76





 


 


 













  


	
d)

	
Should the Vessel become an actual, constructive or compromised total loss before delivery

	
77


	 	
the deposit together  with  interest  earned shall be released immediately to the Buyers

	
78


	 	
whereafter this Agreement shall be null and void.

	
79










	
6.            Drydocking / Divers Inspection - SEE CLAUSE 18 of this Agreement.

	
80










	
a)**

	
The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the

	
81


	 	
Classification Society of the Vessel's underwater parts below the deepest load line, the

	
82


	 	
extent of the inspection being in accordance with the Classification Society's rules.  If the

	
83


	 	
rudder, propeller, bottom or other underwater parts below the deepest load line are found

	
84


	 	
broken, damaged or defective so as to affect the Vessel's class, such defects shall be made

	
85


	 	
good at the Sellers' expense to the satisfaction of the Classification Society without

	
86


	 	
condition/recommendation*.

	
87










	
b)**

	
(i)            The Vessel is to be delivered without drydocking.  However, the Buyers shall

	
88


	 	
have the right at their expense to arrange for an underwater inspection by a diver approved

	
89


	 	
by the Classification Society prior to the delivery of the Vessel.  The Sellers shall at their

	
90


	 	
cost make the Vessel available for such inspection. The extent of the inspection and the

	
91


	 	
conditions under which it is performed shall be to the satisfaction of the Classification

	
92


	 	
Society. If the conditions at the port of delivery are unsuitable for such inspection, the

	
93


	 	
Sellers shall make the Vessel available at a suitable alternative place near to the delivery

	
94


	 	
port.

	
95










	 	
ii)            If the rudder, propeller, bottom or other underwater parts below the deepest load line

	
96


	 	
are found broken, damaged or defective so as to affect the Vessel's class, then unless

	
97


	 	
repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers

	
98


	 	
shall arrange for the Vessel to be drydocked at their expense for inspection by the

	
99


	 	
Classification Society of the Vessel's underwater parts below the deepest load line, the

	
100


	 	
extent of the inspection being in accordance with the Classification Society's rules.  If the

	
101


	 	
rudder, propeller, bottom or other underwater parts below the deepest load line are found

	
102


	 	
broken, damaged or defective so as to affect the Vessel's class, such defects shall be made

	
103


	 	
good by the Sellers at their expense to the satisfaction of the Classification Society

	
104


	 	
without condition/recommendation*. In such event the Sellers are to pay also for the cost of

	
105


	 	
the underwater inspection and the Classification Society's attendance.

	
106










	 	
(iii)            If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry-

	
107


	 	
docking facilities are available at the port of delivery, the Sellers shall take the Vessel

	
108


	 	
to a port where suitable drydocking facilities are available, whether within or outside the

	
109


	 	
delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver

	
110


	 	
the Vessel at a port within the delivery range as per Clause 5 b) which shall, for the

	
111


	 	
purpose of this Clause, become the new port of delivery. In such event the cancelling date

	
112


	 	
provided for in Clause 5 b) shall be extended by the additional time required for the

	
113


	 	
drydocking and extra steaming, but limited to a maximum of 14 running days.

	
114










	
c)

	
If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above

	
115










	 	
(i)            the Classification Society may require survey of the tailshaft system, the extent of

	
116


	 	
the survey being to the satisfaction of the Classification surveyor. If such survey is not

	
117


	 	
required by the Classification Society, the Buyers shall have the right to require the tailshaft

	
118


	 	
to be drawn and surveyed by the Classification Society, the extent of the survey being in

	
119


	 	
accordance with the Classification Society's rules for tailshaft survey and consistent with

	
120


	 	
the current stage of the Vessel's survey cycle. The Buyers shall declare whether they

	
121


	 	
require the tailshaft to be drawn and surveyed not later than by the completion of the

	
122


	 	
inspection by the Classification Society. The drawing and refitting of the tailshaft shall be

	
123


	 	
arranged by the Sellers. Should any parts of the tailshaft system be condemned or found

	
124


	 	
defective so as to affect the Vessel's class, those parts shall be renewed or made good at

	
125


	 	
the Sellers' expense to the satisfaction of the Classification Society without

	
126


	 	
condition/recommendation*.

	
127










	 	
(ii)            the expenses relating to the survey of the tailshaft system shall be borne

	
128


	 	
by the Buyers unless the Classification  Society requires such survey to be carried out, in

	
129


	 	
which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses

	
130





 


 











 


	 	
if the Buyers require the survey  and  parts of the system are condemned or found defective

	
131


	 	
or broken so as to affect the Vessel's class*.

	
132





 


	 	
(iii)            the expenses in connection with putting the Vessel in and taking her out of

	
133


	 	
drydock, including the drydock dues and the Classification Society's fees shall be paid by

	
134


	 	
the Sellers if the Classification Society issues any condition/recommendation* as a result

	
135


	 	
of the survey or if it requires survey of the tailshaft system. In all other cases the Buyers

	
136


	 	
shall pay the aforesaid expenses, dues and fees.

	
137










	 	
(iv)            the Buyers' representative shall have the right to be present in the drydock, but

	
138


	 	
without interfering with the work or decisions of the Classification surveyor.

	
139










	 	
(v)            the Buyers shall have the right to have the underwater parts of the Vessel

	
140


	 	
cleaned and painted at their risk and expense without interfering with the Sellers' or the

	
141


	 	
Classification surveyor's work, if any, and without affecting the Vessel's timely delivery. If,

	
142


	 	
however, the Buyers' work in drydock is still in progress when the Sellers have

	
143


	 	
completed the work which the Sellers are required to do, the additional docking time

	
144


	 	
needed to complete the Buyers' work shall be for the Buyers' risk and expense. In the event

	
145


	 	
that the Buyers' work requires such additional time, the Sellers may upon completion of the

	
146


	 	
Sellers' work tender Notice of Readiness for delivery whilst the Vessel is still in drydock

	
147


	 	
and the Buyers shall be obliged to take delivery in accordance with Clause 3, whether

	
148


	 	
the Vessel is in drydock or not and irrespective of Clause 5 b).

	
149










	
*

	
Notes, if any, in the surveyor's report which are accepted by the Classification Society

	
150


	 	
without condition/recommendation are not to be taken into account.

	
151










	
**

	
6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions,

	
152


	 	
alternative 6 a) to apply

	
153





 



	
7.

	
Spares/bunkers, etc.

	
154





 




	
The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on

	
155


	
shore, including broached/unbroached stores and provisions and spares without extra payment. All 


spare parts and spare equipment including spare tail-end shaft(s) and/or spare

	
156


	
propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or

	
157


	
unused, whether on board or not shall become the Buyers' property.

	
158


	
Forwarding charges, if any, shall be for the Buyers' account. The Sellers are not required to replace spare

	
159


	
parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out

	
160


	
of spare and used as replacement prior to delivery, but the replaced items shall be the property of

	
161


	
the Buyers. The radio installation, GMDSS and navigational equipment shall be included in the sale without 


extra payment if they are the property of the Sellers.

	
162


	
Unused stores and provisions shall be included in the sale and be taken over

	
163


	
by the Buyers without extra payment.

	
164










	
The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the

	
165


	
Sellers' flag or name, provided they replace same with similar unmarked items. Library, forms, etc.,

	
166


	
exclusively for use in the Sellers' vessel(s), shall be excluded without compensation. Captain's,

	
167


	
Officers' and Crew's personal belongings including the slop chest are to be excluded from the sale,

	
168


	
as well as the following additional items (including items on hire):

	
169





 



-UNITOR'S OXYGEN/ACETYLENE/FREON CYLINDERS, EMPTY/FULL;


-MARICHEM SYSTEM MHCS 200;


-ORIGINAL FLAG CERTIFICATES (Registry – Intern. Tonnage – Radio Station Licence – Minimum Safe Manning – CLCertificate - MLCertificate )– necessary for Ship's deletion from the articles;


-LIBRARY, FORMS, RECORDS, REPORTS, DECK and ENGINE Log Books, CORRESPONDENCE exclusively used by the Sellers;


-CD ROM QSEMS;


-SEAGULL TRAINING CDs;


-Lloyds MARINER – Risk Assessment CDs;


-LR Manager (Working hours) CDs;


-AMVER DISKETTE;


-EST SAFETY LABELS (35);


-ISPS CODE / CD / INSTRUCTIONS AND SECURITY AWARENESS CBT 115 AND ISPS TRAINER;


 


 











 


-OWNERS LISTS/ISM & ISPS system manuals / Company's Soft and Hardware/PC's etc.; and


-SECURITY IDENTIFICATION BADGES (CREW AND VISITORS).




 


	
The Buyers shall take over the remaining bunkers and unused lubricating oils in storage tanks and

	
170


	
sealed drums and pay the current net market  price (excluding  barging  expenses) at the port and date

	
171


	
of delivery of the Vessel Buyers shall take over the bunkers remaining on board with cost as per 


Platts prices for Singapore published three (3) banking days prior to the Vessel's delivery. Buyers 


shall also take over the remaining unbroached lubricants respectively in sealed drums/tins or in 


designated storage tanks not having passed to the engines/equipment through Vessel's system at 


Sellers' net contract prices of last supply as evidenced by the relevant copies of invoices. Exact 


quantities of remaining bunkers and lubricating oils shall be measured and agreed by and between 


the Sellers' and the Buyers' representatives latest by one (1) Banking day prior to expected date of 


delivery of the Vessel.

	
172


	
Payment under this Clause shall be made in cash at the same time and place

	
173


	
and in the same currency as the Purchase Price.

	
174





 


	
8.

	
Documentation

	
175





 


	
The place of closing: Athens, Greece

	
176










	
In exchange for payment of the Purchase Price and delivery of the Vessel the Sellers shall furnish the 


Buyers and the Buyers shall furnish the Sellers with the delivery documents stated in this Clause and in 


Clause 17 of this Agreement. namely:


 

	
177


178


	
a)

	
Legal Bill of Sale in a form recordable in           (the country in  which  the Buyers  are

	
179


	 	
to register the Vessel),  warranting that  the  Vessel  is  free  from  all  encumbrances,  mortgages

	
180


	 	
and  maritime   liens  or  any  other  debts   or  claims  whatsoever,  duly  notarially  attested  and

	
181


	 	
legalized by the consul of such country or other competent  authority.

	
182










	
b)

	
Current Certificate of  Ownership  issued  by  the  competent  authorities  of  the  flag  state  of

	
183


	 	
the Vessel.

	
184










	
c)

	
Confirmation of Class issued within 72 hours prior to delivery.

	
185










	
d)

	
Current Certificate issued by the competent  authorities  stating  that  the  Vessel  is  free  from

	
186


	 	
registered encumbrances

	
187










	
e)

	
Certificate of Deletion of the Vessel from the  Vessel's  registry  or  other  official  evidence  of

	
188


	 	
deletion appropriate to the Vessel's registry at the time of delivery, or,  in  the  event  that  the

	
189


	 	
registry does not  as  a  matter  of  practice  issue  such  documentation  immediately,  a  written

	
190


	 	
undertaking by the Sellers to effect deletion from the Vessel's  registry  forthwith  and  furnish  a

	
191


	 	
Certificate or other official evidence of deletion to  the  Buyers  promptly  and  latest  within  4

	
192


	 	
(four) weeks after the  Purchase  Price  has  been paid and the  Vessel has been delivered.

	
193










	
f)

	
Any  such  additional  documents  as  may  reasonably  be  required  by  the  competent  authorities

	
194


	 	
for  the purpose of  registering  the  Vessel, provided  the   Buyers  notify  the  Sellers  of  any  such

	
195


	 	
documents as soon as possible after the date of this Agreement

	
196










	
At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of

	
197


	
Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the

	
198


	
Buyers.

	
199










	
At the time of delivery the Sellers shall hand over to the Buyers the classification certificate(s) as well as all

	
200


	
Plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also

	
201


	
be handed over to the Buyers unless the Sellers are required to retain same, in which case the

	
202


	
Buyers to have the right to take copies. Other technical documentation which may

	
203


	
be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so

	
204


	
request. The Sellers may keep the Vessels log books but the Buyers to have the right to take

	
205


	
copies of same at Buyers' account.


 

	
206


	
9.        Encumbrances

	
207










	
The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances,

	
208





 


 











 


 


	
Mortgages, taxies, levies, duties and maritime liens or other liens or any other debts whatsoever and is not 


subject to any port state or administrative detentions. The Sellers hereby undertake

	
209


	
to indemnify the Buyers against all consequences of claims made against the Vessel which have

	
210


	
been incurred prior to the time of delivery or arising out of or with respect to events occurring prior to the 


time of delivery.

	
211





 


	
10.      Taxes, etc.

	
212










	
Any taxes, fees and expenses in connection with the purchase and registration under the Buyers' flag

	
213


	
shall be for the Buyers' account, whereas similar charges in  connection with the closing of the Sellers'

	
214


	
register shall be for the Sellers' account.

	
215










	
11.      Condition on delivery

	
216










	
The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is

	
217


	
delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be

	
218


	
delivered and taken over "as is where is" as she was at the time of inspection, fair wear and tear excepted.

	
219


	
However, the Vessel shall be delivered free of stowaways, free of cargo and with clean swept holds 


and with her class maintained without condition/recommendation*,

	
220


	
free of average damage affecting the Vessels class, and with her classification certificates and

	
221


	
National/international/trading certificates and Continuous Survey of Machinery (CSM), as well as all other

	
222


	
certificates of the Vessel had at the time of inspection,

	
223


	
clean and valid at the time of the delivery (and unextended for a minimum period of 3 months from 


the time of delivery only in case the Vessel is delivered to the Buyers upon completion of scheduled 


special survey) without condition/recommendation* by Class or the relevant authorities at the time of 


delivery.

	
224


	
"Inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4 a) or 4 b), if

	
225


	
applicable, or the Buyers' inspection prior to the signing of this Agreement. If the Vessel is taken over

	
226


	
without inspection, the date of this Agreement shall be the relevant date.

	
227










	
*          Notes, if any, in the surveyor's report  which are accepted by the Classification Society

	
228


	
            without condition/recommendation are not to be taken into account.

	
229










	
12.      Name / markings

	
230










	
Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.


 

	
231


	
13.      Buyers' default

	
232










	
Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel  this

	
233


	
Agreement, and  they shall be entitled to  claim  compensation for their losses and for all expenses

	
234


	
incurred together with interest.

	
235


	
Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to

	
236


	
cancel the Agreement, in which case the deposit  together  with interest  earned  shall  be released  to  the

	
237


	
Sellers.  If the  deposit  does  not  cover  their  loss, but in case of such cancellation the Sellers shall not

	
238


	
be entitled to claim further compensation for any losses suffered and/or for any expenses incurred together with interest.

	
239










	
14.      Sellers' default

	
240










	
Should the Sellers fail to give NOR in accordance with Clause 5 a) or fail to be ready

	
241


	
to validly complete a legal transfer by the date stipulated in line 61 the Buyers shall have

	
242


	
the option of cancelling this Agreement provided always that the Sellers shall be granted a

	
243


	
maximum of 3 (three) Banking days after the NOR has been given to make arrangements

	
244


	
for the documentation set out in Clause 8 and Clause 17. If after NOR has been given but before

	
245


	
the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not

	
246


	
made physically ready again in every respect by the date stipulated in line 61 and new NOR

	
247


	
given, the Buyers shall retain their option to cancel. In  the  event  that  the  Buyers  elect

	
248


	
to  cancel this Agreement  the  deposit  together  with  interest earned shall be released to them

	
249


	
immediately.

	
250


	
Should the Sellers fail to give NOR by the date stipulated in line 61 or fail to be ready

	
251


	
to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for

	
252





 


 











 


 


	
their loss and for all expenses together with interest if their failure is due to proven

	
253


	
negligence and whether or not the Buyers cancel this Agreement.

	
254










	
15.      Buyers' representatives

	
255










	
After this Agreement has been signed by both parties and  the deposit  has  been  lodged, the Buyers

	
256


	
have the right to place two (2) representatives on board the Vessel at their sole risk and expense upon

	
257


	
arrival at  ________ on or about _________ immediately.

	
258


	
These representatives/crew shall remain on board until delivery of the Vessel to, and acceptance of the 


Vessel by, the Buyers for the purpose of familiarisation and in the capacity of

	
259


	
observers only, and they shall not interfere in any respect with the operation of the Vessel. The

	
260


	
Buyers' representatives/crew shall sign the Sellers' letter of indemnity prior to their embarkation.

	
261


	
 


16.      Arbitration

	 








	
a)*            This Agreement (and any non-contractual obligations connected with this Agreement) shall be 


governed by and construed in accordance with English law and any dispute arising out of this

	
262


263


	
Agreement and/or any non-contractual obligations connected with this Agreement shall be referred to

	
264


	
arbitration in London in accordance with the Arbitration Acts 1996 or any statutory modification or

	
265


	
re-enactment thereof for the time being in force, one arbitrator being appointed by each

	
266


	
party. The arbitrators shall be full members of the London Maritime Arbitrators Association ("LMAA"). On the 


receipt by one party of the nomination in writing of the other party's arbitrator,

	
267


	
that party shall appoint their arbitrator within fourteen days, failing which the decision of the

	
268


	
single arbitrator appointed shall apply. If two arbitrators are properly appointed

	
269


	
they shall appoint a third arbitrator failing which the third arbitrator shall be appointed by the President of the 


LMMA at the time within 21 (twenty one) days of the two arbitrators being appointed.

	
270










	
b)*            This  Agreement  shall  be  governed  by  and  construed  in  accordance  with  Title  9  of   the

	
271


	
United States Code and the Law of the State of New York  and  should  any  dispute  arise  out  of

	
272


	
this Agreement, the matter in dispute shall be referred to three  persons  at  New  York,  one  to

	
273


	
be appointed by each  of  the  parties  hereto,  and  the  third  by  the  two  so  chosen;  their

	
274


	
decision or that of any two of them shall be final, and for purpose of enforcing any  award,  this

	
275


	
Agreement may be made a rule of the Court.

	
276


	
The proceedings shall be conducted in accordance  with  the  rules  of  the  Society  of  Maritime

	
277


	
Arbitrators, Inc.  New York.

	
278










	
c)*            Any dispute arising out of this Agreement shall be referred to arbitration at London in accordance with the Arbitration Act 1996 and subsequent alterations (if any), LLMAA rules to apply

	
279


	
, subject to the procedures applicable there.

	
280


	
The laws of England shall govern this Agreement.

	
281










	
*            16 a), 16 b) and 16 c) are altematives; delete whichever is not applicable.  In the absence of

	
282


	
deletions, altemative 16 a) to apply.

	
283










Additional Clauses 17, 18, 19, 20, 21, 22, 23, 24 and 25, inclusive as herein below, are deemed to be fully incorporated into and form an integral part of this Agreement.







17.      Delivery Documents







A. In exchange of the payment of the Purchase Price and other monies due under Clause 3 of this Agreement, the Sellers shall furnish the Buyers with the following delivery documents, namely:


(a)            Three originals of a legal bill of sale in form recordable in the Buyers' new flag in the English language (the "Bill of Sale") in favour of the Buyers, evidencing the transfer of all (100 percent) of the shares and interest in and title to the Vessel to the Buyers and warranting that the Vessel is free from all mortgages, encumbrances, charters, maritime liens or other liens, claims, taxes, levies, duties and any other debts whatsoever or any port state or administrative detentions, duly executed by the Sellers and duly certified by a notary public and legalized by Apostille.


 











 


(b)            Fax or email copy of Transcript of Register issued by the Isle of Man Registry and dated the delivery date showing the Vessel to be registered in the ownership of the Sellers and free and clean from encumbrances and mortgages to be faxed to the closing meeting in Greece. The original of such Transcript of Register will be provided to the Buyers not later than 10 (ten) Banking days after the delivery date of the Vessel to the Buyers and the Sellers shall provide a written undertaking to the Buyers to that end.


(c)            A certified true copy of the certificate of incorporation of the Sellers certified by the Sellers' Greek counsel.


(d)            An original set of Minutes of all the members of the Board of Directors of the Sellers or Resolutions of the Sellers adopted by unanimous consent approving, authorizing and confirming the entry into this Agreement and any amendments and/or addendums thereto, authorising the sale of the Vessel in accordance with the provisions of this Agreement and authorizing persons to conclude the sale, transfer and delivery of the Vessel to the Buyers and sign, execute and deliver on behalf of the Sellers, 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 thereof pursuant to this Agreement and also authorizing the execution of Power(s) of Attorney to a specific person or persons empowering them to execute and deliver such documents and take such steps as may be necessary or appropriate in order to transfer and deliver the Vessel to the Buyers, such Minutes to be duly certified by a notary public and legalized by Apostille.


(e)            Original written resolutions of the Shareholder(s), approving the BOD minutes or Resolutions of the Sellers under 17. A. (d) above, duly certified by a notary public and legalized by Apostille.


(f)            An original Power of Attorney of the Sellers executed pursuant to the Minutes or Resolutions referred to in item 17. A. (d) hereinabove duly certified by a notary public and legalized by Apostille.


(g)          An original set of a director's certificate of incumbency of the Sellers certifying the name of all present directors/officers and shareholders of the Sellers and attaching copies of all the correct and complete and up-to-date constitutional documents in full force and effect of the Sellers (Memorandum and Articles of Association) with any amendments.


(h)          An original Certificate of Goodstanding of the Sellers dated no more than 10 (ten) Banking days prior to the delivery date showing the Sellers to be in good standing under the laws of the British Virgin Islands.


(i)            Two original Protocols of Delivery and Acceptance (one for the Sellers and one for the Buyers to be exchanged at the closing in Greece) confirming the delivery of the Vessel by the Sellers to the Buyers.


(j)            Commercial Invoice in three (3) copies dated the delivery date, stating the full particulars of the Vessel and the Purchase Price of the Vessel signed and stamped by the Sellers.


 











 


(k)            An original letter of confirmation from the Sellers stating that to the best of their knowledge the Vessel is not blacklisted by Arab Boycott League in Damascus or any other organisation, nation, government, state, country, political sub-division or union as of the delivery date.


(l) (i)   A letter of undertaking by the Sellers to effect deletion from the Vessel's Registry forthwith and provide the Buyers with the original Transcript of Closed Register from the Vessel's Registry within 10 (ten) Banking days after delivery of the Vessel and to also provide the Vessel's new flag with a Closed Continuous Synopsis Record issued by the Vessel's Registry within 30 (thirty) running days after delivery of the Vessel; (ii) A copy of the Transcript of Closed Register to be provided to the Buyers on the delivery date; and (iii) a Closed Continuous Synopsis Record from the Vessel's Registry to be issued and delivered to the Vessel's new flag administration as paragraph (o)(i) above within 30 (thirty) running days after the delivery of the Vessel (unless the Buyers waive this item (I) (i) (ii) and (iii) ).


(m)      Original Class Maintenance Certificate issued by the Vessel's present Class and dated not more than 3 (three) Banking days prior to the date of delivery of the Vessel evidencing that the Vessel is class maintained without condition/recommendation.


(n)      An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel has not traded with or called in Israel, Cuba, Iran, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations, dated the delivery date. In case however the Vessel has traded in Israel and/or Iran, Sellers to provide an original letter of confirmation addressed to the Buyers confirming the following: i) the Vessel has not traded with or called in Cuba, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations and ii) that if the Vessel has traded Israel and/or Iran, this was with legal cargo for humanitarian purposes, dated the delivery date.


(o)       An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel is entitled to trade worldwide within Institute Warranty Limits without restriction or limitation.


(p)       An original letter of confirmation from the Sellers that to the best of their knowledge the Vessel has not touched bottom or suffered any underwater damage from her last drydock up to the date of her delivery.







(q)       One original letter from the Sellers confirming that any outstanding radio accounts shall be settled by the Sellers as soon as practically possible after the Vessel's delivery with no liability regarding the same to be incurred against the Buyers.







(r)        Recent AGM free certificate from authorized company, if available.







(s)       Most recent original Certificate for Chinese Tonnage Tax dues at no cost, if available.







(t)       Any such additional documents as may be reasonably required by the Buyers' flag authorities for the purpose of transferring title and registering the Vessel, provided that the Buyers notify the Sellers of any such documents as soon as possible and in no event later than 7 (seven) days prior to the expected delivery of the Vessel.


 


 
















B. In exchange of delivery of the Vessel, the Buyers shall furnish the Sellers with the following delivery documents, namely:



	(a)	Copy of the Certificate of Incorporation of the Buyers, certified as true by the Buyers' Greek Legal Counsel.






	(b)	Original Good Standing Certificate of the Buyers dated no more than 7 (seven) Banking 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 resolutions or minutes of the Board of Directors of the Buyers authorising the purchase of the Vessel in accordance with the provisions of this Agreement, the ratification of this Agreement signed and the execution on behalf of the Buyers of (inter alia) the acceptance of the Bill of Sale (if applicable), 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 this Agreement, and authorising further execution of a Power of Attorney authorising the execution any and all other documents and undertakings provided in this Agreement such resolutions to be duly legalised by Apostille.






	(d)	An original set of an officer's certificate of incumbency of the Buyers certifying the names of all present directors/officers of the Buyers and attaching copies of all correct and complete constitutional documents in full force and effect of the Buyers (Copies of the Articles of Incorporation and By-Laws (together with any amendment thereto up to and including the delivery date)).






	(e)	An original Power of Attorney of the Buyers issued in accordance with the resolutions referred to under 17. B. (c) above authorising the persons signing the documents on their behalf such power of attorney to be duly legalised by Apostille.






	(f)	Original written resolutions of the Buyers' Shareholder, approving the BOD minutes under 17. B. (c), such resolutions to be duly legalised by Apostille.





The parties undertake to exchange drafts of the above documents and agree final formats latest 7 (seven) Banking days prior to the delivery date of the Vessel.


18.      DRYDOCKING







NO DRYDOCKING CLAUSE TO APPLY AND CLAUSE 6 OF SALESFORM 1993 IS DELETED.







HOWEVER, PROMPTLY BEFORE OR AFTER THE VESSEL'S ARRIVAL AT THE DELIVERY PORT AND PRIOR TO THE VESSEL'S DELIVERY THE BUYERS HAVE THE RIGHT TO CARRY OUT AN INSPECTION OF THE VESSEL'S UNDERWATER (BELOW SUMMER LOADLINE) PARTS BY CLASS 




 











 


APPROVED DIVERS WITH VIDEO LINK TO THE ATTENDING CLASS SURVEYOR, SUCH DIVERS INSPECTION TO BE AT BUYERS' RISK AND EXPENSE.


 


BUYERS TO ADVISE SELLERS FIVE (5) DAYS PRIOR TO DELIVERY IF THEY INTEND TO CARRY OUT UNDERWATER INSPECTION. IF THE DECLARED BY SELLERS DELIVERY PORT IS NOT FEASIBLE FOR AN UNDERWATER INSPECTION, BUYERS SHALL PROMPTLY ADVISE SELLERS OF AN ALTERNATIVE PLACE NEAR TO THE DELIVERY PORT, TO BE MUTUALLY AGREED, WHERE SELLERS ARE TO MAKE THE VESSEL AVAILABLE, AT SELLERS' COST (EXCEPT FOR THE BUNKERS' COST WHICH SHALL BE BORNE EQUALLY BETWEEN THE SELLERS AND THE BUYERS), FOR SUCH AN INSPECTION. THE EXTENT OF THE INSPECTION AND CONDITIONS UNDER WHICH IT IS PERFORMED SHALL BE TO THE SATISFACTION OF THE CLASSIFICATION SOCIETY.







THE DIVERS INSPECTION TO BE CARRIED OUT IN A MANNER AND UNDER CONDITIONS CONSIDERED SUITABLE BY THE ATTENDING CLASS SURVEYOR FOR SUCH UNDERWATER INSPECTION. ATTENDANCE ARRANGEMENTS AND FEES FOR THE ATTENDING CLASS SURVEYOR SHALL BE FOR THE BUYERS' ACCOUNT AND THE COST OF THE DIVERS FOR THE BUYERS' ACCOUNT.







A) IF ANY DAMAGE IS FOUND TO THE VESSELS UNDERWATER PARTS WHICH LEADS TO IMPOSING RECOMMENDATION(S) AGAINST THE VESSEL, AND REQUIRES SAME TO BE REPAIRED PRIOR TO THE VESSEL'S NEXT DUE DRYDOCKING DATE, THEN THE SELLERS SHALL REPAIR SUCH DAMAGE TO THE SATISFACTION OF CLASSIFICATION SOCIETY AT THE SELLERS' TIME AND EXPENSE, PRIOR TO THE VESSEL'S DELIVERY TO THE BUYERS. SHOULD THE VESSEL BE REQUIRED TO DRYDOCK TO EFFECT SUCH REPAIRS TO CLASS SATISFACTION, THEN THE BUYERS SHALL HAVE THE RIGHT TO SCRAPE/PAINT THE VESSEL'S UNDERWATER PARTS AT THE BUYERS' RISK & EXPENSE WHILST THE VESSELS IS IN DRYDOCK. ALL COSTS AND MATERIALS ASSOCIATED WITH THE BUYERS' WORKS AND ANY EXTRA DRYDOCKING TIME REQUIRED FOR THE BUYERS TO CARRY OUT/COMPLETE THEIR WORKS SHALL BE FOR THE BUYERS' ACCOUNT. SUCH BUYERS' WORKS SHALL NOT INTERFERE WITH THE SELLERS' WORKS AND NOT TO DELAY THE DELIVERY OF THE VESSEL. IN THE EVENT THAT THE SELLERS HAVE COMPLETED THEIR WORKS IN THE DRYDOCK TO THE SATISFACTION OF CLASS AND THE BUYERS WORKS ARE NOT YET COMPLETED, THEN THE SELLERS HAVE THE RIGHT TO TENDER NOR FOR DELIVERY TO THE BUYERS WHILST THE VESSEL IS IN DRYDOCK. IN THE EVENT OF THE VESSEL BEING REQUIRED TO DRYDOCK FOR REPAIRS AND THERE ARE NO SUITABLE DRYDOCKING FACILITIES AVAILABLE AT THE DELIVERY PORT, THEN THE SELLERS SHALL TAKE THE VESSEL IN BALLAST TO THE NEAREST PORT/PLACE WHERE SUITABLE DRYDOCKING FACILITIES ARE AVAILABLE, AND A NEW DELIVERY PORT TO BE AGREED BETWEEN THE PARTIES. IT IS HEREBY MUTUALLY AGREED BY THE SELLERS AND THE BUYERS, THAT IN THE EVENT OF DAMAGE AFFECTING CLASS BEING FOUND DURING THE DIVERS INSPECTIONS AS MENTIONED ABOVE, THEN THE AGREED CANCELLING DATE SHALL AUTOMATICALLY BE EXTENDED BY THE ADDITIONAL TIME REQUIRED FOR THE DRYDOCKING, 







 


 











 


REPAIRS AND EXTRA STEAMING, BUT LIMITED TO A MAXIMUM OF FOURTEEN (14) RUNNING DAYS. CLASS ATTENDANCE FEES AND DIVERS COSTS TO BE FOR SELLERS' ACCOUNT.


 


B) IF ANY DAMAGE(S) TO THE VESSEL'S UNDERWATER PARTS IS FOUND WHICH LEADS TO CLASS IMPOSING A RECOMMENDATION(S) AGAINST THE VESSEL BUT AGREE TO POSTPONE PERMANENT REPAIRS TO SAME UNTIL THE VESSEL'S NEXT DUE DRYDOCKING DATE THEN, IN LIEU OF THE SELLERS REPAIRING SUCH DAMAGE(S), THE SELLERS TO COMPENSATE THE BUYERS BY WAY OF PAYMENT IN CASH TO THE BUYERS NOMINATED ACCOUNT AND THE BUYERS SHALL TAKE DELIVERY OF THE VESSEL AS SHE IS WITH SUCH RECOMMENDATION(S) OUTSTANDING. THE SELLERS AND THE BUYERS SHALL EACH OBTAIN A QUOTATION FOR THE REPAIR OF SUCH DAMAGE FROM TWO (2) SEPARATE REPUTABLE SHIP REPAIR YARDS IN THE AREA, AND THE COMPENSATION AMOUNT TO THE BUYERS SHALL BE THE AVERAGE OF THE TWO (2) REPAIR QUOTATIONS RECEIVED BY THE BUYERS AND SELLERS RESPECTIVELY AS MENTIONED ABOVE. CLASS ATTENDANCE FEES AND DIVERS COSTS TO BE FOR SELLERS' ACCOUNT.







19.     P AND C


 


The terms and conditions of the sale to be kept strictly private and confidential by all parties involved, save as required otherwise by the Securities and Exchange Commission or US stock listed exchange rules applicable to the Buyers.


20.      Notices


Any and all notices and communication in connection with this Agreement shall be in English in writing and shall be sent as follows:








		(a)	if to the Sellers at:





Attention: Asteria Bagouli


Telephone: +302108910288


Fax: +302108910295


E-mail: legal@ensh.com


or such other address as the Sellers may notify the Buyers.








		(b)	If to the Buyers at:





Attention: Stamatios Tsantanis


Telephone: +30 213 0181 507


Fax: +30 210 9638404


E-mail: snt@seanergy.gr 


or such other address as the Buyers may notify the Sellers


21.      Performance Guarantee


Seanergy Maritime Holdings Corp., of the Marshall Islands ("Seanergy") guarantees the performance by the Buyer of all of its obligations under this Agreement.


22.      Contracts (Rights of Third Parties) Act 1999


Nothing contained in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term hereof pursuant to the Contracts (Rights of Third Parties) Act 1999.


23.     Purchase Agreement & this Agreement


 











 


This Agreement is one of the "MOAs" referred to and defined in the Purchase Agreement. If there is any inconsistency between the terms and conditions of this Agreement and the terms and conditions of said Purchase Agreement, then the terms and conditions of the Purchase Agreement shall prevail.


24.      Condition Precedent to this Agreement


The obligations of the Buyer and Seanergy's performance guarantee under Clause 21 to consummate the transactions contemplated by this Agreement and take delivery of the Vessel shall be subject to the fulfillment, at or prior to the delivery date of the Vessel, of the following condition:


The Buyer shall have secured financing for the acquisition of the Vessel.


In the event that the above condition is not fulfilled at or prior to the delivery date of the Vessel, this Agreement shall forthwith become void and null and there shall be no liability on the part of any party hereto and Seanergy except that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.


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.







 



	
For the Sellers

	 	
For the Buyers

	 
	 	 	 	 
	
/s/Eirini Kritikou

	 	
/s/Stamatios Tsantanis

	 
	
Name: Eirini Kritikou

	 	
Name: Stamatios Tsantanis

	 
	
Title: Authorized Director

	 	
Title: Authorized Director