EX-10.3



 Exhibit 10.3 

EXECUTION VERSION 
 MEMORANDUM OF AGREEMENT 

 

					
		 		 	 Norwegian Shipbrokers’ Association’s

Memorandum of Agreement for sale and

purchase of ships. Adopted by BIMCO in 1956.

Code-name
 SALEFORM 2012

Revised 1966, 1983 and 1986/87, 1993 and 2012


 Dated:      August 2015 

Courage Holdings, LLC (the “Sellers”), have agreed to sell, and Rio Spirit L.L.C., (the “Buyers”), have agreed to buy: 

Name of vessel: PRINCIMAR COURAGE 
 IMO Number: 9419565 

Classification Society: Det Norske Veritas 
 Class Notation: 1A1
Tanker for oil BIS BWM(T), E(S) Clean COAT-PSPC(B) CSR E0 ESP TMON 
 Year of Build: 2013 Builder/Yard: Samsung Heavy Industries, Geoje, South Korea 

Flag: Marshall Islands Place of Registration: Majuro GT/NT: 81,394/51,258 hereinafter called the “Vessel”, on the following terms and
conditions: 
 Definitions 
 “Banking
Days” are days on which banks are open both in the country of the currency stipulated for the Cash Consideration in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) and Canada,
and the Buyers’ Nominated Flag State. 
 “Buyers’ Nominated Flag State” means Bahamas. 

“Class” means the class notation referred to above. 

“Cash Consideration” shall have the meaning given to it in Clause 1 (Purchase Price). 

“Classification Society” means the Society referred to above. 

“Deposit” shall have the meaning given in Clause 2 (Deposit) 

“Deposit Holder” means Clyde & Co LLP, The St. Botolph Building, 138 Houndsditch, London, EC3A 7AR, United Kingdom which shall hold
and release the Deposit in accordance with the deposit holding agreement dated on or about the date of this Agreement (the “Deposit Holding Agreement”) made between the Buyers, the Sellers and the Deposit Holder. 

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter,
e-mail or telefax. 
 “MI Registry” means the registry of ships of the Republic of the Marshall Islands, where the Vessel is registered in
the sole ownership of the Sellers. 
 “Mortgage” means the mortgage dated September 19, 2013 in favour of Nordea Bank Finland Plc -
New York Branch, recorded against the Vessel in the MI Registry. 
 “Parties” means the Sellers and the Buyers, and “Party” shall
be construed accordingly. 
 “Purchase Price” means the Cash Consideration and the Stock Consideration for the Vessel as stated in
Clause 1 (Purchase Price). 
 “Sellers’ Account” means the account in the name of Courage Holdings, LLC and Account No.:
4023623001, ABA/Routing No.: 026010786 at the Sellers’ Bank. 
 “Sellers’ Bank” means Nordea Bank Finland Plc – New York
Branch. 
 “Sellers’ Broker” means the brokerage subsequently notified in writing by the Sellers to the Buyers, as soon as possible
after the execution of this Agreement by the Sellers and the Buyers, for receipt of the Stock Consideration. 
 “Sellers’ Brokerage
Account” means the brokerage account at the Sellers’ Broker subsequently notified in writing by the Sellers to the Buyers, as soon as possible after the execution of this Agreement by the Sellers and the Buyers. 

“Stock Consideration” shall have the meaning given to it in Clause 1 (Purchase Price). 

  

					
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	1.	Purchase Price 

 The Purchase Price is USD 67,059,686 (United States Dollars Sixty Seven
Million Fifty Nine Thousand Six Hundred Eighty Six), comprised of: (i) USD 61,994,755 (United States Dollars Sixty One Million Nine Hundred Ninety Four Thousand Seven Hundred Fifty Five (the “Cash Consideration”) and
(ii) 727,332 (Seven Hundred Twenty Seven Thousand Three Hundred Thirty Two) newly issued shares of Teekay Tankers Ltd.’s Class A common stock, par value USD0.01 per share (the “Stock Consideration”). 

 

	2.	Deposit 

 As security for the correct fulfilment of this Agreement the Buyers shall lodge
a cash deposit of USD 6,705,969 (United States Dollars Six Million Seven Hundred Five Thousand Nine Hundred Sixty Nine) (the “Deposit”) in an interest bearing account for the Parties with the Deposit Holder within three
(3) Banking Days after the date that: 
 (i) this Agreement has been signed by the Parties and exchanged in original or by e-mail
or telefax; and 
 (ii) the Deposit Holding Agreement has been signed by the parties thereto and exchanged in original or by email or
telefax. 
 The Deposit shall be released in accordance with joint written instructions of the Parties. Interest, if any, shall be credited
to the Buyers. Any fee charged for holding and releasing the Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder all necessary documentation it requires in relation to the Deposit arrangements without
delay. 
  

	3.	Payment 

 On delivery of the Vessel, but not later than three (3) Banking Days after
the date that Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices): 
  

	 	(i)	the Deposit shall be released to the Sellers; and  

  

	 	(ii)	the Stock Consideration shall be paid to Sellers’ Brokerage Account and the balance of the Cash Consideration and all other sums payable on delivery by the Buyers to the Sellers under this Agreement shall be
paid in full free of bank charges to the 

 Sellers’ Account without any set-off or any deductions or withholdings of any
nature whatsoever except as expressly provided for elsewhere in this Agreement. 
  

	4.	Inspection 

 (a)* The Buyers have inspected and are fully satisfied with and have
accepted the Vessel’s classification records. The Buyers have also inspected the Vessel at/in Fujairah on 3 August 2015 (the “Inspection”) and are fully satisfied with and have accepted the Vessel following the Inspection and
the sale is outright and definite, subject only to the express terms and conditions of this Agreement. The Buyers unconditionally and irrevocably waive all other rights of inspection and survey whatsoever, apart from the rights of inspection
specified in Clause 6. 
 (b)* The Buyers have inspected and are fully satisfied with and have accepted the
Vessel’s classification records. shall have the right to inspect the Vessel’s classification records and declare whether same are accepted or not within (state date/period). 

The Sellers shall make the Vessel available for inspection at/in (state place/range) within (state date/period).

 The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause undue delay they shall
compensate the Sellers for the losses thereby incurred. 

  

					
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 The Buyers shall inspect the Vessel without opening up and without cost to the
Sellers. 
 During the inspection, the Vessel’s deck and engine log books shall be made available for examination by
the Buyers. 
 The sale shall become outright and definite, subject only to the terms and conditions of this Agreement,
unless within 24 hours after completion of the Buyers’ inspection the Sellers shall have received a written notice from the Buyers of their valid rejection of the Vessel under this Clause. The Buyers agree that they shall be entitled to validly
reject the Vessel under this Clause only if their inspection of the Vessel reveals repairs required to the Vessel which would give rise to any Class condition(s) / recommendation(s) which in aggregate would cost in excess of US$500,000. provided
that the Sellers receive written notice of acceptance of the Vessel from the Buyers within seventy-two (72) hours after completion of such inspection or after the date/last day of the period stated in Line 59, whichever
is earlier. 
 Should the Buyers validly reject the Vessel in time under this Clause, fail to undertake the inspection as
scheduled and/or notice of acceptance of the Vessel’s classification records and/or of the Vessel not be received by the Sellers as aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the
Buyers, whereafter this Agreement shall be null and void. 
 *4(a) and 4(b) are
alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4(a) shall apply. 
  

	5.	Time and place of delivery and notices 

 (a) The Vessel shall be delivered and
taken over safely afloat at a safe and accessible berth or anchorage at/in (state place/range) at/in Bahamas, Singapore, United Arab Emirates (Fujairah to Dubai range), South Korea, US Gulf (excluding Florida and Mississippi
river), UKC (Gibraltar to Hamburg range), or EUROMED excluding Turkey, Israel, Greece, Albania, Black Sea and any countries or ports that would breach US, EU and/or UN sanctions in the Sellers’ option. The date of delivery shall be a day on
which both the MI Registry office in London and the Buyers’ Nominated Flag State office in London are open for vessel and mortgage deregistration and registration business. 

Notice of Readiness shall not be tendered before: August 14, 2015. 

Cancelling Date (see Clauses 5(c), 6 (a)(i), 6 (a) (iii) and 14): October 30, 2015. 

(b) The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with twenty (20),
ten (10), five (5) and three (3) days’ notice of the date the Sellers intend to tender Notice of Readiness and of the intended place of delivery and two (2) days’ and one (1) day’s definite notice of delivery. 

When the Vessel is at the place of delivery and physically ready for delivery in accordance with this Agreement, the Sellers shall give the
Buyers a written Notice of Readiness for delivery. 
 (c) If the Sellers anticipate that, notwithstanding the exercise of due
diligence by them, the Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and proposing a new Cancelling Date. Upon
receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within three (3) Banking Days of receipt of the notice or of accepting the new date as
the new Cancelling Date. If the Buyers have not declared their option within three (3) Banking Days of receipt of the Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification shall be
deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date stipulated in line 79. 
 If this Agreement is
maintained with the new Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect. 

(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim for
damages the Buyers may have under Clause 14 (Sellers’ Default) for the Vessel not being ready by the original Cancelling Date. 

(e) Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with interest
earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void and neither Party shall have any obligation or liability to the other. 

  

					
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	6.	Divers Inspection / Drydocking 

 (a)* 

 

	 	(i)	The Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. Such option shall be
declared latest nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at their cost and expense make the Vessel available
for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers. The Buyers’ representative(s) shall have the right to
be present at the diver’s inspection as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and the conditions under which it is performed shall be to the
satisfaction of the Classification Society. If the conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense make the Vessel available at a suitable alternative place near to the delivery
port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning. The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection.


  

	 	(ii)	if the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, then (1) unless repairs can be carried
out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line,
the extent of the inspection being in accordance with the Classification Society’s rules (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society without
condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society’s attendance. 


Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be
rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the Cash Consideration of the estimated direct cost (of labour and materials) of carrying out the
repairs to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost of the repairs shall be the average of quotes for the repair
work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless
the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may not
tender Notice of Readiness prior to such estimate having been established. 
  

	 	(iii)	If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable
drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which
shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of fourteen (14) days.


 (b)* The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the
Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules. If the rudder, propeller, bottom or other underwater parts below
the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made good at the Sellers’ cost and expense to the satisfaction of the Classification Society without


  

					
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condition/recommendation**. In such event the Sellers are also to pay for the costs and expenses in connection with putting the Vessel in and taking her out of drydock, including the
drydock dues and the Classification Society’s fees. The Sellers shall also pay for these costs and expenses if parts of the tailshaft system are condemned or found defective or broken so as to affect the Vessel’s class. In all other cases,
the Buyers shall pay the aforesaid costs and expenses, dues and fees. 
 (c) If the Vessel is drydocked pursuant to Clause
6 (a)(ii) or 6 (b) above: 
  

	 	(i)	The Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification surveyor. If such survey is not required by the Classification
Society, the Buyers shall have the option to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification Society’s rules for tailshaft survey and consistent
with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The drawing and
refitting of the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or found defective so as to affect the Vessel’s class, those parts shall be renewed or made good at the Sellers’ cost and
expense to the satisfaction of Classification Society without condition/recommendation**. 

  

	 	(ii)	The costs and expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires such survey to be carried out or if parts of the system are condemned
or found defective or broken so as to affect the Vessel’s class, in which case the Sellers shall pay these costs and expenses. 

  

	 	(iii)	The Buyers’ representative(s) shall have the right to be present in the drydock, as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. 


 

	 	(iv)	The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the Sellers’ or the Classification Society
surveyor’s work, if any, and without affecting the Vessel’s timely delivery. If, however, the Buyers’ work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to do, the additional
docking time needed to complete the Buyers’ work shall be for the Buyers’ risk, cost and expense. In the event that the Buyers’ work requires such additional time, the Sellers may upon completion of the Sellers’ work tender
Notice of Readiness for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in drydock or not.


 *6 (a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative
6 (a) shall apply. 
 **Notes or memoranda, if any, in the surveyor’s report which are accepted by the Classification
Society without condition/recommendation are not to be taken into account. 
  

	7.	Spares, bunkers and other items 

 The Sellers shall deliver the Vessel to the Buyers with
everything belonging to her on board and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of the Inspection used or unused,
whether on board or not shall become the Buyers’ property, but spares on order are excluded. Forwarding, collection, insurance, storage and other charges in relation to the items included in the sale of the Vessel if any, shall be for the
Buyers’ account. The Sellers are not required to replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items
shall be the property of the Buyers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment. 

  

					
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 Library and forms exclusively for use in the Sellers’ vessel(s) and captain’s,
officers’ and crew’s personal belongings including the slop chest are excluded from the sale without compensation or the need for replacement, as well as the following additional categories of items more particularly
described in Schedule 1. (include list) 
 Items on board which are on hire or
owned by third parties, listed as follows, are also excluded from the sale without compensation or the need for replacement. See Schedule 1. (include list) 

Items on board at the time of inspection which are on hire or owned by third parties, not listed above, shall be replaced or procured
by the Sellers prior to delivery at their cost and expense. 
 The Buyers shall take over remaining bunkers and unused lubricating
and hydraulic oils and greases in storage tanks and unopened drums and pay the actual net price (excluding barging expenses) as evidenced by invoices or vouchers in respect of Sellers’ costs either: 

(a) *,; or 

(b) *the current net market price (excluding barging expenses) at the port and date of delivery of the Vessel or, if
unavailable, at the nearest bunkering port, 
 for the quantities taken over. 

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

“inspection” in this Clause 7, shall mean the Buyers’ inspection according to Clause
4(a) or 4(b) (Inspection), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date. 

*(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions alternative (a) shall apply.

  

	8.	Documentation 

 In connection with the closing of the sale and purchase transaction under
this Agreement, the Sellers and the Buyers will attend two meetings, which shall be held simultaneously. The first closing meeting will be held at the London office of the Buyers’ Nominated Flag State or another location in London agreed in
writing by the Parties. The second closing meeting will be held on board the Vessel at the place of delivery. 
 (a) In exchange for
payment of the Purchase Price, at the meeting in London referred to above, the Sellers shall provide the Buyers with the following delivery documents: 
  

	 	(i)	Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from, all mortgages, encumbrances and maritime liens or any other
debts whatsoever, duly notarially attested and legalised or apostilled, as required by the Buyers’ Nominated Flag State. 

  

	 	(ii)	Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of this Agreement. 


 

	 	(iii)	Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate).


  

	 	(iv)	Certificate or Transcript of Registry issued by the MI Registry on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages,
to be faxed or e-mailed by such authority to the closing meeting in London with the original to be sent to the Buyers as soon as possible after delivery of the Vessel. The Buyers acknowledge and agree that the Sellers’ receipt of the
Purchase Price and the other sums payable to them under this Agreement shall be a condition precedent to the Sellers’ obligation to procure the discharge and deletion of the Mortgage and the issuance of the Certificate or Transcript of Registry
referred to in the preceding sentence. 


  

					
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	 	(v)	Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of
condition/recommendation. 

  

	 	(vi)	Certificate of Deletion of the Vessel from the MI Registry or other official evidence of deletion appropriate to the MI Registry at the time of delivery, or, in the event that the MI Registry does not as a matter of
practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the MI Registry forthwith and provide a certificate or other official evidence of deletion to the Buyers promptly and latest within four
(4) weeks after the Purchase Price has been paid and the Vessel has been delivered. 

  

	 	(vii)	A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the MI Registry, or, in the event that the registry does not as a matter of practice issue such
certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel
shall cease to be registered with the MI Registry. 

  

	 	(viii)	Commercial Invoice for the Vessel. 

  

	 	(ix)	Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases. 

  

	 	(x)	A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communications contract which is to be sent immediately after delivery of the Vessel. 


 

	 	(xi)	Any additional documents as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of
any such documents as soon as possible after the date of this Agreement. 

  

	 	(xii)	The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation. 


(b) At the time of delivery the Buyers shall provide the Sellers with: 

 

	 	(i)	Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; 


 

	 	(ii)	Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate);
and 

  

	 	(iii)	Evidence of the transfer to Sellers’ Brokerage Account of the Stock Consideration. 

 (c)
If any of the documents listed in Sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the
country of the translated language. 
 (d) The Parties shall to the extent possible exchange copies, drafts or samples of the
documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other party not later than nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant
to Clause 5(b) of this Agreement. 
 (e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause
(b) above at the second closing meeting referred to above, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel.
Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers have the right to take copies. 

  

					
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 (f) Other technical documentation which may be in the Sellers’ possession shall
promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books but the Buyers have the right to take copies of same. 

(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance (in the form set out at Schedule 2)
confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. 
 (h) At the time of delivery the Buyers and
the Sellers shall sign and deliver to the Deposit Holder joint written instructions for the release of the Deposit. 
  

	9.	Encumbrances 

 The Sellers warrant that the Vessel, at the time of delivery, is free from
all charters, contractual obligations to any third parties (including but not limited to management agreements), encumbrances, mortgages and maritime liens or any other debts whatsoever, and is not subject to Port State or other administrative
detentions. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel which have been incurred prior to the time of delivery. 

 

	10.	Taxes, fees and expenses 

 Any taxes, fees and expenses in connection with the purchase
and registration in the Buyers’ Nominated Flag State shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ register for the Vessel with the MI Registry shall be for the Sellers’
account. 
  

	11.	Condition on delivery 

 The Vessel with everything belonging to her shall be at the
Sellers’ risk and expense until she is delivered to the Buyers, but subject to the express terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of the Inspection, fair wear and tear excepted.
However, the Vessel shall be delivered free of cargo and free of stowaways with her Class maintained without condition/recommendation*, free of average damage affecting the Vessel’s class, and with her classification certificates and national
certificates, as well as all other certificates the Vessel had at the time of inspection, valid and unextended without condition/recommendation* by the Classification Society or the relevant authorities at the time of delivery for a period of at
least six months after the time of delivery unless the next class special survey is scheduled to take place within six months after the date of this Agreement, in which case the Sellers may deliver the Vessel with certificates valid until the
Special Survey date. 
 “inspection” in this Clause 11, shall mean the Buyers’ inspection
according to Clause 4(a) or 4(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date. 

*Notes and memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without
condition/recommendation are not to be taken into account. 
  

	12.	Name/markings 

 As soon as practicable following delivery the Buyers undertake to change
the name of the Vessel and alter funnel markings. 
  

	13.	Buyers’ default 

  

	 	(a)	Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the right to cancel this Agreement, in which case they shall be entitled to claim an amount equivalent to the
Deposit as agreed liquidated damages in full and final compensation for all of their losses and expenses whatsoever. 

  

	 	(b)	Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers have the right to cancel this Agreement, in which case the Deposit together with interest earned, if any, shall be
released to the Sellers as agreed liquidated damages in full and final compensation for all of their losses and expenses whatsoever. 


  

					
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	14.	Sellers’ default 

 (a) Should the Sellers fail to give Notice of
Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer of the Vessel by the Cancelling Date the Buyers shall have the option of cancelling this Agreement, provided always that the Sellers shall be
granted a maximum of three (3) Banking Days after Notice of Readiness has been given to make arrangements for the documentation referred to in Clause 8. If after Notice of Readiness has been given but before the Buyers have taken delivery, the
Vessel ceases to be physically ready for delivery and is not made physically ready again by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this
Agreement, the Deposit together with interest earned, if any, shall be released to them immediately. 
 (b) Should the Sellers fail to
give Notice of Readiness by the Cancelling Date or fail to be ready to validly complete a legal transfer of the Vessel, as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if
their failure is due to proven negligence whether or not the Buyers cancel this Agreement provided always that the maximum aggregate liability of the Sellers to the Buyers under or in connection with this Agreement shall in no circumstances
whatsoever exceed an amount equivalent to the Deposit. 
  

	15.	Buyers’ representatives 

 After this Agreement has been signed by the Parties and
the Deposit has been lodged, the Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and expense. 

These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in
any respect with the operation of the Vessel. The Buyers and the Buyers’ representatives shall sign the Sellers’ P&I Club’s standard letter of indemnity prior to their embarkation. 

 

	16.	Law and Arbitration 

 (a) *This Agreement shall be governed by and construed in
accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the
extent necessary to give effect to the provisions of this Clause. 
 The arbitration shall be conducted in accordance with the London
Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. 
 The reference shall be
to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen
(14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the
other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other
party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement. 

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the
LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 

  

					
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 (b) *This Agreement shall be governed by and construed in
accordance with Title 9 of the United States Code and the substantive law (not including the choice of law rules) of the State of New York and any dispute arising out of or in connection with this Agreement shall be referred to three
(3) persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgment may be entered on an
award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc. 

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance
with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc. 
 (c) This Agreement shall be
governed by and construed in accordance with the laws of (state place) and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at (state place), subject to the procedures applicable
there. 
 *16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative
16(a) shall apply. 
  

	17.	Notices 

 All notices and other communications to be provided under this
Agreement shall be in writing. 
 Contact details for recipients of notices and other communications are as follows: 

For the Buyers: Kevin Mackay, kevin.mackay@teekay.com; Niranjan Dhurandhar, Niranjan.dhurandhar@teekay.com; and Moyra Crawford,
Moyra.crawford@teekay.com; 
 For the Sellers: PMMmgmt@principalmaritime.com and paul.a.turner@clydeco.com 

 

	18.	Entire Agreement See Clause 21. 

 The written terms of this Agreement comprise
the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto. 

Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect
of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this Agreement. 

Any terms implied into this Agreement by any applicable statute or law are hereby excluded to the extent that such exclusion can
legally be made. Nothing in this Clause shall limit or exclude any liability for fraud. 
 Attachments 

Additional Clauses 19 – 26 to this Agreement. 

Schedules to this Agreement 

Schedule 1 – Description of Excluded Items 

Schedule 2 – Form of Protocol of Delivery and Acceptance 

  

					
	1429219 46806105.2	 	10	 	“PRINCIMAR COURAGE” - MOA









 Additional Clauses to the Memorandum of Agreement for “PRINCIMAR COURAGE” 

 

	19	Exclusion of consequential and other losses 

 Notwithstanding any other provision of this
Agreement, neither Party shall be liable under or in connection with this Agreement for any form of consequential, exemplary, incidental, indirect or special losses or damages of any nature whatsoever, however caused and whenever arising, and
whether caused or arising out of or in connection with the performance or any non-performance of this Agreement. 
  

	20	Confidentiality 

 (a) Subject to sub-clauses (c) and (d) of this Clause, the
Sellers shall treat as confidential, and shall use all efforts to ensure that Sellers’ Parties (as defined in Clause 23), treat as confidential, the existence and provisions of this Agreement and the transactions and business activities
contemplated by this Agreement. 
 (b) Subject to sub-clauses (c) and (d) of this Clause, the Buyers shall treat as confidential,
and shall use all efforts to ensure that Buyers’ Parties (as defined in Clause 23), treat as confidential, the existence and provisions of this Agreement and the transactions and business activities contemplated by this Agreement. 

(c) Each Party may, with the prior written consent of the other, disclose to any third party information relating to the matters referred to in
sub-clauses (a) and (b) of this Clause. 
 (d) Each Party shall be entitled to disclose any information to their shareholders,
financiers, auditors and/or legal advisers on a need to know basis, or to such extent as may from time to time be required by law or the rules or regulations of any applicable stock exchange or similar body. 

 

	21	Entire Agreement and Exclusions 

 (a) The written terms and conditions of this Agreement
comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and the Included Items, and they supersede all previous agreements whether oral or written between the Parties in relation to the
subject matter of this Agreement. 
 (b) Each Party acknowledges that in entering into this Agreement, it has not relied on, shall have no
right or remedy of any nature whatsoever and forever waives any such right or remedy, in respect of any assurance, condition, covenant, promise, representation, statement, term or warranty (whether or not made in writing, and whether or not made
negligently) of any kind whatsoever other than as is expressly set out in this Agreement or in the Bill of Sale. 
 (c) Any assurance,
condition, covenant, promise, representation, statement, term or warranty capable of being implied into this Agreement by any custom, statute or law is hereby excluded to the fullest extent that such exclusion can legally be made. 

(d) Nothing in the foregoing provisions of this Clause shall exclude, limit or restrict any liability for fraud, or death or personal injury
resulting from negligence. 








	22	General 

 (a) This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all counterparts together shall be deemed one and the same instrument. This Agreement will be treated as having been entered into by the Parties at the time and on the date when both Parties have signed a counterpart of this
Agreement and exchanged the same between them by email or in original. Thereafter, for record purposes only two original counterparts of this Agreement shall be prepared and circulated by the Sellers and then signed by each Party after which one
signed original shall be delivered to each Party. 
 (b) No amendment, modification, supplement or variation of or to this Agreement will be
valid unless it is made in writing and signed by a duly authorised representative of each Party. 
 (c) No failure or delay on the part of a
Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege under this Agreement. 
 (d) If any provision of this Agreement is held to be illegal or
invalid such illegality or invalidity will not affect the other provisions of this Agreement which will remain in full force and effect. 

(e) The Sellers represent and warrant to the Buyers that they have full power and authority to enter into and perform in accordance with this
Agreement. 
 (f) The Buyers represent and warrant to the Sellers that they have full power and authority to enter into and perform in
accordance with this Agreement. 
  

	23	Releases 

 (a) The Sellers, on behalf of themselves and each of the Sellers’
Parties, hereby irrevocably and unconditionally acquit, exonerate, release, waive and forever discharge each of the Buyers’ Parties of, from and against any and all past, present or future actions, causes of action, claims, liabilities and
obligations of any nature whatsoever to or for which any of the Buyer Parties might otherwise be subject or liable. In this Agreement, the “Sellers’ Parties” means each and all of the Sellers’ predecessors,
predecessors-in-interest, successors, successors-in-interest, affiliates, parents, subsidiaries, past or present members, managers, partners, shareholders, officers, directors, employees, attorneys, representatives and agents, and each and all of
their respective past or present members, managers, partners, shareholders, officers, directors, employees, attorneys, representatives and agents. 

(b) The Buyers, on behalf of themselves and each of the Buyers’ Parties, hereby irrevocably and unconditionally acquit, exonerate,
release, waive and forever discharge each of the Sellers’ Parties of, from and against any and all past, present or future actions, causes of action, claims, liabilities and obligations of any nature whatsoever to or for which any of the
Sellers’ Parties might otherwise be subject or liable. In this Agreement, the “Buyers’ Parties” means each and all of the Buyers’ predecessors, predecessors-in-interest, successors, successors-in-interest, affiliates,
parents, subsidiaries, past or present members, managers, partners, shareholders, officers, directors, employees, attorneys, representatives and agents, and each and all of their respective past or present members, managers, partners, shareholders,
officers, directors, employees, attorneys, representatives and agents. 








	24	Business Principles 

 Each of the Parties hereto represents, warrants and covenants to
the other Party that in relation to the performance of this Agreement and in respect of any business activities contemplated by this Agreement: 

(i) neither it or its affiliates nor any of their respective shareholder, directors or employees has engaged or will engage in any activity,
practice or conduct which would constitute an offence under the U.S. Foreign Corrupt Practices Act of 1977 and the United Kingdom Bribery Act 2010 (each as amended at any time) or would constitute such an offence if the same had occurred in the
United States of America or the United Kingdom, respectively; 
 (ii) no shareholder, director or employee of it or its affiliates has made
any payment or given anything of value to any official of any government or public international organization (including any director, officer or employee of any government department, agency or instrumentality) to influence the official’s or
organization’s decision, or to gain any other advantage for such Party or its affiliates, or has made any facilitation payment to any person with a view to gaining the same advantage in the private sector; 

(iii) it has and will maintain through to completion of the business activities contemplated by this Agreement a system of policies and
procedures reasonably designed to address corruption risk; and 
 (iv) it has and will maintain through to completion of the business
activities contemplated by this Agreement accurate books and financial records in relation to the Vessel and the transactions under this Agreement. 
  

	25	Related Vessel Sales 

 Related companies of the Buyers (each a “Related
Buyer”) are simultaneously entering into separate agreements to buy a further eleven vessels (each, a “Related Vessel”) owned by companies related to the Sellers (each, a “Related Seller”). The Sellers will
not tender Notice of Readiness for the Vessel within less than three (3) days of a Related Seller tendering notice of readiness for a Related Vessel to a Related Buyer. 
  

	26	Sanctions 

 The Sellers warrant that they have an active sanctions policy in place and
that Vessel has not traded to any area which is the subject of, or in contravention of, any restrictions under sanctions, laws or regulations of the United States of America (US), United Nations (UN) or European Union (EU). Sellers further warrant
that none of the individuals named on the lists issued by the US/UN and/or EU are connected to any transaction relating to cargo carried by the Vessel. 

[Signatures Page follows] 








	
	Signatures Page
	
	Signed for and on behalf of the Sellers
	
	  

	Name: Arthur L. Regan
	Title: President, Chief Executive Officer
	
	Signed for and on behalf of the Buyers
	
	  

	Name:
	Title:








 Schedule 1 

Excluded Items 
 LIFERAFTS 

GAS BOTTLES (O2, ACETELYNE, FREON) 







 Schedule 2 

Form of Protocol of Delivery and Acceptance 

Reference is made to the Memorandum of Agreement dated     August 2015 (as amended or supplemented at any time, the “MOA”)
and made between Courage Holdings, LLC as sellers (the “Sellers”) and Rip Spirit L.L.C. as buyers (the “Buyers”) of the vessel known as “PRINCIMAR COURAGE“ with IMO No. 9419565 (the
“Vessel”). 
 The Sellers and the Buyers hereby confirm that the Vessel was delivered by the Sellers and accepted by the Buyers under the
MOA at [•] hours local time / [•] GMT on [insert date] 2015, at [location]. 
  

	
	For and on behalf of
	Sellers
	
	  

	Name:
	Title:
	
	For and on behalf of
	Buyers
	
	  

	Name:
	Title: