Exhibit 4.8


 



 







	
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


Revised 1966, 1983 and 1986/87.















Dated: 23 December 2014







	
Dampskibsselkabet NORDEN A/S, 52 Strandvejen, DK-2900 Hellerup, Denmark hereinafter called the Sellers, have agreed to sell, and Seanergy Maritime Holdings Corp., of the Marshall Islands or fully guaranteed nominee to be nominated by an Addendum to this Agreement to be signed by the Sellers and the Buyers

	
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hereinafter called the Buyers, have agreed to buy the

	
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Name: M/V Nordstramp

	
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Classification Society/Class:

	
DnV-GL

	
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Built:  2001

	
By: Koyo Dockyard Co., Ltd., Japan

	
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Flag: Danish

	
Place of Registration: Copenhagen

	
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Call sign: OVRF2

	
Grt/Nrt: 85379/56701

	
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Register IMO Number: 9233923

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

	
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Definitions

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

	
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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, Norway, USA and the UK.

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

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

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


 

	
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1.

	
Purchase Price:

	
USD 17,300,000 (United States Dollars Seventeen Million Three Hundred Thousand only) in cash including 2pct total commissions.

	
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2.            Deposit

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

	
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(ten per cent) of the Purchase Price within 3 (three) banking days from the date of fax/email signing of this

	
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Agreement. and lifting of Sellers and Buyers subject as per clause 17 and the deposit holder has confirmed in writing to the parties that the account has been opened.  This deposit shall be placed with Nordea Bank, Denmark A/S, Copenhagen Head Office.

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

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

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

	
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Buyers.

	
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3.            Payment

	
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The balance 90 % (ninety percent) of the said Purchase Price shall be paid in full free of bank charges to Sellers' account at Nordea Bank, Denmark A/S, Copenhagen Head Office.  (Sellers to advise full account details within 2 days from signing this Agreement.

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

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

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


 

	
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4            Inspections

	
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a)*

	
The Buyers have inspected and accepted the Vessel's classification records. The Buyers

	
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have also inspected the Vessel at/in Kaohsiung, Taiwan on Friday, December 5th 2014

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

	
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subject only to the terms and conditions of this Agreement.

	
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b)*

	
The  Buyers  have inspected the Vessel's DNV Class records and have accepted same at the time of inspection under Clause 4a).shall  have  the right  to  inspect  the  Vessel's   classification  records   and   declare

	
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whether same are accepted  or  not  within

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

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

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

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

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

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

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

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

	
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after  completion  of  such  inspection.

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

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

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

	
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*

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

	
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alternative 4a) to apply.

	
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5.            Notices, time and place of delivery

	
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a)

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

	
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provide the Buyers with 30 / 20 / 15 / 13 /10 / 7 / 5 / 3 approximate             , and 2 and 1 definite days notices of the estimated time and place of arrival at the

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

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

	
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Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.


 

	
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b)

	
The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or

	
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anchorage at/in Singapore-China range.

	
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In the Sellers' option.

	
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Expected time of delivery:  15 February 2015 – 15 April 2015

	
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Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 15 April 2015 at Buyers' option.

	
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c)

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

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

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

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

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

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

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

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

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

	
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date stipulated in line 61.

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

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

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

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

	
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the original cancelling date.

	
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d)

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

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

	
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whereafter this Agreement shall be null and void.

	
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6.            Drydocking / Divers Inspection.  See Clause 19

	
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a)**

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

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

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

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

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

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

	
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condition/recommendation*.

	
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b)**

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

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

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

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

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

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

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

	
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port.

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

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

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

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

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

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

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

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

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

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

	
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the underwater inspection and the Classification Society's attendance.

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

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

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

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

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

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

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

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

	
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c)

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

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

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

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

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

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

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

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

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

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

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

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

	
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condition/recommendation*.

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

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

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

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

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

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

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

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

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

	
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shall pay the aforesaid expenses, dues and fees.

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

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

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

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

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

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

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

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

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

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

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

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

	
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*

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

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

	
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**

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

	
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alternative 6 a) to apply

	
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7.

	
Spares/bunkers, etc.

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

	
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shore, including broached/unbroached stores and provisions and spares on order without extra payment. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare

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

	
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unused, whether on board or not shall become the Buyers' property but spares on order are to be

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

	
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replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which

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

	
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property of the Buyers. The radio installation, GMDSS , ECDIS and navigational equipment shall be included in the sale

	
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without extra payment if they are the property of the Sellers. Unused stores and provisions shall be

	
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included in the sale and be taken over by the Buyers without extra payment.

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

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

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

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

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


 


The below listed items shall be off landed prior to handling over M/V Nordtramp to buyers


 


1.  Gas bottles. (12 x Ox and 5 x Ac) ex Drew Marine.


 


2.  One Nitrogen Bottle ex Drew Marine


 


3.  One Tool Box from Marco Marine.


 


4.  One box containing spares on exchange all a property of Marco Marine.


 


5. Two boxes connecting Rods from auxiliary engine overhaul.


 


6. One box containing used turbo charger ex engine #2. Sea a. below


 

	
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7.  ECDIS dongle


 


8.  One Seagull computer (CBT Training on rent front Seagull of Norway)


 


9.  One Consultas computer.


 


10. Various deck and engine log books, Contingency Plans (VGP and VRP), including but not limit to Danish Publications. See b. below.


 


11. Various software e.g. SMS installed on computers, sea health, Docontrol, Amosconnect, Omega etc. shall be removed as this is licensed to Dampskibsselskabet Norden.


 


12. Scrape down equipement.


 


13. Mobile phone.


 


14. Ship Security Plan.


 


15. Hydro Blaster and spares rented frond Den Ship, Singapore.


 


a.  6 above. The turbo charger is overhaulded with bearings and balanced.


b.  Expired an current Oil Record Books and Garbage Record Books shall remain on hoard.


 

	 








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

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

	
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of delivery of the Vessel

	
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Buyers shall take over the bunkers remaining on board with cost as per Platts prices for Singapore published one (1) Banking day prior to the Vessel's delivery. Buyers shall also take over the remaining unbroached lubricants respectively in sealed drums or in designated storage tanks not having passed to the engines/equipment through Vessel's system at Sellers' net contract prices

excluding barge costs 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.

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

	
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the Purchase Price.

	
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8.

	
Documentation

	
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The place of closing: Copenhagen, Denmark at Sellers' nominated bank (Nordea Bank Denmark A/S, Copenhagen Head Office).

	
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In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery

documents namely:  At the closing meeting, in exchange for the purchase money and all other money due under this Agreement by the Buyers to the Sellers, the Sellers shall hand over to the Buyers all delivery documents necessary for legal transfer of title and flag. All delivery documentation, including the documents which will be necessary to cover the legal transfer of ownership and Buyers new flag requirements, to be incorporated in this Agreement in the form of an addendum to be signed by the Sellers and the Buyers.


 


Agreement to said Addendum not to form a subject to the signing of this MOA by Sellers and the Buyers.

	
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a)

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

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

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

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

	
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b)

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

	
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the Vessel.

	
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c)

	
Confirmation of Class issued within 72 hours prior to delivery.

	
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d)

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

	
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registered encumbrances

	
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e)

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

	
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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

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

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

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

	
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f)

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

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

	
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documents as soon as possible after the date of this Agreement

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

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

	
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Buyers.

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

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

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

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

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

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

	
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copies of same


 

	
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9.       Encumbrances

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

	
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mortgages, taxes, levies, duties and maritime liens or any other debts whatsoever and is not subject to port state or administrative detentions. The Sellers hereby undertake

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

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

	
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10.      Taxes, etc.

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

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

	
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register shall be for the Sellers' account.

	
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11.      Condition on delivery

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

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

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

	
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However, the Vessel shall be delivered free of stowaways, free of cargo with her class maintained

 without condition/recommendation*,

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

	
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national/international/trading certificates and Continuous Survey of Machinery (CSM) – (it is clearly understood that CSM/ESP is part of DNV's Class Certificate and is not a separate document) , as

well as all other certificates of the Vessel had at the time of inspection, clean, valid and

	
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unextended for a minimum period of three (3) months from the time of the delivery without condition/recommendation* by Class or the relevant authorities at the time of

	
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delivery.

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

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

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

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

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

	
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12.      Name / markings

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


 

	
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13.      Buyers' default

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

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

	
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incurred together with interest.

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

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

	
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Sellers.  If the  deposit  does  not  cover  their  loss,  the Sellers shall be entitled to claim further

	
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compensation for their losses and for all expenses incurred together with interest.

	
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14.      Sellers' default

	
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Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be ready

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

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

	
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maximum of 3 banking days after the Notice of Readiness has been given to make arrangements

	
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for the documentation set out in Clause 8 and in the Addendum to this Agreement.  If after Notice of


Readiness has been given out before

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

	
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made physically ready again in every respect by the date stipulated in line 61 and new Notice of

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

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

	
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immediately.

	
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Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready

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

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

	
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negligence and whether or not the Buyers cancel this Agreement.

	
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15.      Buyers' representatives

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

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

	
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arrival at  ________ on or about on the last laden leg prior to delivery for which Sellers will promptly (minimum 5 Banking days) notify the Buyers in writing.

	
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These representatives shall remain on board until delivery of the Vessel to, and acceptance of the Vessel by the Buyers  are on board for the purpose of familiarisation and in the capacity of

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

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

	
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16.      Arbitration

	
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a)*          This Agreement (and any non-contractual obligations connected with this Agreement) shall be governed by and construed in accordance with English law and

	
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any dispute arising out of this Agreement a shall be referred to arbitration in London in

	
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accordance with the Arbitration Acts 1996 1950 and 1979 or any statutory modification or

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

	
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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,

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

	
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single arbitrator appointed shall apply. If two arbitrators are properly appointed shall not agree

	
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they shall appoint an umpire whose decision shall be final a third arbitrator failing which the third arbitrator shall be appointed by the President of the LMAA at the time within 21 days of the two arbitrators being appointed.

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

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

	
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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

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

	
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Agreement may be made a rule of the Court.

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

	
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Arbitrators, Inc.  New York.

	
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c)*            Any dispute arising out of this Agreement shall be referred to arbitration at

	
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                                                                     , subject to the procedures applicable there.

	
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The laws of                              shall govern this Agreement.

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

	
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deletions, altemative 16 a) to apply.

	
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Additional Clauses 17, 18, 19, 20, 21, 22, 23, 24 and 25, inclusive as below, are deemed to be fully


incorporated into and form an integral part of this Agreement.







17. Sellers' and Buyers' Subjects







This MOA is subject to approval by the Sellers and Buyers Board of Directors which subject is to be declared latest by 1700 hours Copenhagen, Denmark time on Tuesday December 23rd after receipt of this MOA duly signed by fax or email by duly authorized representatives of the Sellers and the Buyers. Should the Sellers or the Buyers not lift their subject as aforesaid then this MOA shall be null and void and the parties shall have no claims against each other.







18.  Confidentiality







This Agreement shall he confidential between the Parties including the broker involved.


No detailed information concerning this Agreement may be released by either Party, however, Buyers appreciate that Sellers are listed on the Copenhagen Stock Exchange and may be required to report a sale under the stock exchange rules. If so required, Sellers will not mention any names of Buyers. Also nothing in this clause shall preclude the Parties from giving information relating to this Agreement to their professional advisors and bankers. Sellers also appreciate that Buyers are a stock listed company and agree all terms and Conditions of this Agreement to be kept strictly private and confidential by all parties involved, save as required otherwise by the Securities and Exchange Commission and/or US stock listed exchange rules applicable to the Buyers.







19.  In replacement of NSF 93 Clause 6 (Drydocking/Divers Inspection)







No drydocking clause to apply and Clause 6 of Salesform 1993 is deleted.


However, at 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 expected 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 available, at Sellers' cost, for such an inspection. The extent of the inspection amid conditions under which 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 he for the Sellers account and the cost of the divers for the Buyers' account.







A)  If any damage is found to the Vessel's 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 Buyers risk and expense whilst the Vessel 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 always 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 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 reduction from the agreed purchase price of this Agreement 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(s) from two (2) reputable ship repair yards in the area, and the compensation amount to the Buyers shall be the average of the two repair quotations received by the Buyers and Sellers respectively as mentioned above. Class attendance fees and divers costs to be for the Sellers' account.







20:            Blacklisting


The Sellers to confirm to the Buyers in writing on delivery that to the best of their knowledge and belief the Vessel is not blacklisted by the Arab boycott League in Damascus or any other nation or authority.







21:            Gypsy Moth


A certificate showing the Vessel is free of gypsy moth to be handed to the Buyers at delivery.







22:            Clean Holds


The Vessel to he delivered with clean swept holds.







23:            Chinese tonnage tax Certificate


If Sellers have in their possession a latest Certificate for Chinese Tonnage Tax dues that the


Vessel/Sellers owes, then Sellers undertake to deliver at no cost to the Buyers on delivery.







24:            Contracts (Rights of Third Parties) Act 1999


Nothing contained in this Agreement confers or purports to confer on any third party benefit or any


right to enforce any term hereof pursuant to the Contracts (Rights of Third Parties) Act 1999.







25. Notices


Any and all notices and communication in connection with this Agreement shall be in English


in writing and shall be sent,

 (a)  if to the Sellers at:




































Attention: Mads Pilgaard


Telephone: Office +45 33 42 05 34 //mobile +45 28448452


Fax:


E-mail: projects@ds-norden.com // mpl@ds-norden.com


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







(b)  If to the Buyers an:


Attention: Stamatis Tsantanis


Telephone: +30 210 8931507


Fax: +30 210 9638450


E-mail: snt@seanergy.gr // kgalanis@seanergy.gr


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

















	 	 	 
	 	 	 
	
/s/Eirini Kritikou

	 	
/s/Stamatios Tsantanis


	
For Dampskibsselskabet NORDEN A/S

	 	
For Seanergy Maritime Holdings Corp.


	
Name: Ejner Kiel Bonderup

	 	
Name: Stamatios Tsantanis


	
Title: Executive Vice President

	 	
Title: Director