Exhibit 10.12
	
	


MEMORANDUM OF AGREEMENT

Norwegian Shipbrokers' Association's Memo
-
randum of Agreement for sale and purchase of
ships. Adopted by The Baltic and International
Maritime Council (BIMCO) in 1956.

Code
-
name

SALEFORM 1993

Revised 1966, 1983 and 1986/87
..


Dat
ed:

June 13, 2022



Bokak Shipping Company Inc., Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
Marshall Islands MH96960
,

hereinafter called the Sellers, have agreed to sell, and

1



Darrit Shipping Company Inc.
, Trust Company Complex, Aj
e
ltake Road, A
jeltake Island, Majuro,
Marshall

Islands MH96960,

hereinafter called the Buyers, have agreed to buy

2



Name:

m.v. “Baltimore”

3



Classification Society/Class:

Nippon Kaiji Kyokai

4

Built:

2005



By:

Namura Shipbuilding Co. Ltd., J
apan

5

Flag:

Repu
blic of the Marshall Islands


Place of Registration:

Majuro

6

Call Sign:

V7AY8


Grt/Nrt:

89,523mts/5
9,055mts

7

Register Number:

5096

8



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

9



Definitions

10



"B
anki
ng days" are d
ays on which banks are open both in the country of the currency stipulated for
the Purchase Price in
Clause 1
,
Norway,

and in the place of closing stipulated in Clause 8.

11

12



"In writing" or "written" means a letter handed over from

the

Sellers to th
e Buyers or vice versa, a
registered letter, telex, telefax or other modern form of written communica
tion.

13

14



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

15





1.

Purchase Price

16


US$22,000,0
00.0
0 (United Stat
es dollars twenty
-
two million)




2.

Deposit

17



As security for the correct fulfillment of this

Agreement the Buyers shall pay a deposit of
2
0%

(t
wenty

per cent)

of the Purchase Price
in cash
within

three (3)

banking days from the d
ate
of this
Agreem
ent. This deposit shall be
lodged
with

the Sellers’ designated bank account
stated

here
-
below:


BANK: NORDEA BANK ABP, FILIAL I NORGE

BANK ADDRESS: ESSENDROPS GATE 7, P.O. BOX 1166 SENTRUM 0107 OSLO, NORWAY

SWIFT CODE: NDEANOKK

A/C

No: 6010.0
4.93848

IBAN N
o: NO8860100493848

A/C NAME: BOKAK SHIPPING COMPANY INC.

CORRESPONDENT BANK: BANK OF AMERICA N
..A., NEW YORK

SWIFT CODE: BOFAUS3N

18

19

20





and held by them in a joint account for the Sellers and the Buyers, to be released in
accordance
with joint wri
tten instructions of the Sellers and the Buyers. Interest, if any, to be credited to the
Buyer
s. Any fee charged for holding the said deposit shall be borne equally by the Sellers and the
Buyers.

21

22

23

24











	
	3.

Payment

25



The
80% (
eight
y

per cen
t)
balance of the
Purchase Price shall be paid in
the form of newly issued
preferred shar
es

(the “Share Consideration”)

of the Buyer or the Buyer’s pare
nt company (the
“Issuer”) having a

fair market value e
q
ual to
USD$ 17,600,
000.
The terms o
f
the Share
Co
nsideration shall

be
mutually agreeable to the Seller and the

Issuer and shall include
a
preferred

cash dividend and shall be convertible into the Issuer’s common shares, par valu
e USD$0.0
1 per
share
, upon issuance.


The Sh
are Consideration s
hall be issue
d

to the Seller not later than the second business day
following the
delivery of the Ve
ssel.


26





on delivery of the Vessel, but not later than 3 banking days after the Vessel is in every re
spect
physically ready for delivery in accordan
ce with the t
e
rms and conditions of this Agreement and
Notice of Readine
ss has been given in accordance with Clause 5.

27

28

29





4.

Inspections

30



a)*

The Buyers have inspected and accepted the Vess
el's classification records. The Buyers
have al
so inspected
t
he Vessel at/in




on

31

32


and have accepted the Vessel

following this inspection and the sale is outright and definite,
subject only to the terms and conditions of this Agreement.

33

34



b
)*

The Buyers shall have the right to inspect t
he
Vessel and

Vessel's classification records
..
The Buyers shall declare
whether they exercise the option of inspecting the Ves
sel and her
classification records within five days’ from signing of the Agreement.

If the Buyers do not
exercise their option, th
e sale is out
r
ight
and definite, subject only to the terms and
condition
s of this Agreement.

and declare whether same are accepted or not within

35

36




The Sellers shall provide for inspection of the Vesse
l at/in

37




The Buyers shall undertake the
inspection wi
t
hout undue delay to the Vessel. Should the
Buyers cause un
due delay they shall compensate the Sellers for the losses thereby
incurred. The Buyers shall inspect the Vessel without opening up and w
ithout cost to the
Sellers. During this inspect
ion, the Vess
e
l's deck and engine log books shall be made
available for
examination by the Buyers. If the Vessel is accepted after such inspection, the
sale shall become outright and definite, subject only to
the terms and conditions of this
Agreement, pro
vided the Sel
l
ers receive written notice of acceptance from the Buyers
w
ithin 72 hours after completion of such inspection.

38

39

40

41

42

43

44

45


Should notice of acceptance of the Vessel's classification
records and of the Vessel not be
received by th
e Sellers as
a
foresaid, the deposit together with interest earned shall
be
released immediately to the Buyers, whereafter this Agreement shall be null and void.

46

47

48




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

alternative 4a) to apply.

49

50





5.

Notices, time a
nd place of delivery

51



a)

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


twenty

,

ten
,
five
,
three

days
’

notice of th
e estimated t
i
me of arrival at the
intended place of
/unde
rwater inspection/delivery. When the Vessel is at the place of
delivery and in every respect physically ready for delivery in accordance
with this
Agreement, the Sellers shall give the Buyers a writ
ten Notice of

Readiness for delivery.

52

53

54

55

56



b
)

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

Singapore/Japan range.

57

58




in the Sellers' option.

59




Expected time of deli
very:

18
th

Ju
l
y 2022

60









	
	
Date of canceling (see Clause
s 5 c), 6 b) (iii) and 14):

31
st

August 2022

61



c)

If the Sellers anticipate that, notwithstanding the exercise of due diligence by t
hem, the
Vessel will not be ready for delivery by the canceli
ng date they
m
ay notify the Buyers in
writing stating the
date when they anticipate that the Vessel will be ready for delivery and
propose a new canceling date. Upon receipt of such notification
the Buyers shall have the
option of either canceling this Agr
eement in acc
o
rdance with Clause 14 within 7 running
days
of receipt of the notice or of accepting the new date as the new canceling date. If the
Buyers have not declared their option within 7 ru
nning days of receipt of the Sellers'
notification or if the
Buyers accept

the new date, the date proposed in the Selle
rs'
notification shall be deemed to be the new canceling date and shall be substituted for the
canceling date stipulated in line 61.

62

6
3

64

65

66

67

68

69

70

71




If this Agreement is maintaine
d with the ne
w

canceling date all other terms and conditio
ns
hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full
force and effect. Cancellation or failure

to cancel shall be entirely without prejudice to any
claim f
or damages th
e

Buyers may have under Clause 14 for the Ves
sel not being ready by
the original canceling date.

72

73

74

75

76




d)

Should the Vessel become an actual, constructive or compromise
d total loss before
delivery the deposit together with intere
st earned sha
l
l be released immediately to the
Buyers wher
eafter this Agreement shall be null and void.

77

78

79









6.

Drydocking/Divers Inspection

80



a)**

The Sellers shall place t
he Vessel in drydock at the port of delivery for inspection b
y the
Classif
i
cation Society of the Vessel's underwater pa
rts 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 deepes
t load line a
r
e found
broken, damaged or defective so as t
o affect the Vessel's class, such defects shall be
made good at the Sellers' expense to the satisfaction of the Classification Society wi
thout
condition/recommendation*.

81

82

83

84

85

86

87



b)*
*

(i)

The Ves
s
el is to be delivered without drydocking. Ho
wever, the Buyers shall have
the right at their expense to arrange for an underwater inspection by a diver approved by
the Classification

Society prior to the delivery of the Vessel. The Sellers sha
ll at their c
o
st
make the Vessel available for such inspec
tion. The extent of the inspection and the
conditions under which it is performed shall be to the satisfaction of the Classification
Soci
ety. If the conditions at the port of delivery are unsuitable

for such ins
p
ection, the
Sellers shall make the Vessel av
ailable at a suitable alternative place near to the delivery
port.

88

89

90

91

92

93

94

95




(ii)

If the rudder, propeller, bottom or
other underwater parts below the deepest load
line are found
broken, damag
e
d or defective so as to affect the Vessel's
class, then unless
repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers
shall arrange for the

Vessel to be drydocked at their expense for inspection by th
e
Classificat
i
on 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, pro
peller, bottom or other underwater parts below the deepest lo
ad line are f
o
und
broken, damaged or defective so as to af
fect the Vessel's class, such defects shall be
made good by the Sellers at their expense to the satisfaction of the Classification Societ
y
without condition/recommendation*. In such event the Seller
s are to pay
a
lso for the cost of
the underwater inspectio
n and the Classification Society's attendance.

96

97

98

99

100

101

102

103

104

105

106




(iii)

If the Vessel is to be drydocked pursua
nt to Clause 6 b) (ii) and no suitable dry
-
docking facilities

are availabl
e

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 b). Once drydocking has taken place the Sellers shall deliv
er the
Vessel

at a port within the delivery range as per C
lause 5 b) which shall, for the purpose of
107

108

109

110

111







	
	this Clause, become the new port of delivery. In such event the canceling date provided for
in

Clause 5 b) shall be extended by the additional time require
d for the dry
d
ocking and
extra steaming, but limited to a
maximum of 14 running days.

112

113

114



c)

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

115




(i)

the Classification Society may require survey of the

tailshaft sy
s
tem, the extent of
the survey being to the s
atisfaction of the Classification surveyor. If such survey is not
required by the Classification Society, the Buyers shall have the right

to require the tailshaft
to be drawn and surveyed by the Cla
ssification S
o
ciety, the extent of the survey being in
acc
ordance 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 t
o be drawn an
d

surveyed not later than by the completion o
f the
inspection by the Classification Society. The drawing and refitting of the tailshaft shall be
arranged by the Sellers. Should any p
arts of the tailshaft system be condemned or found
defective
so as to affe
c
t the Vessel's class, those parts shall be r
enewed or made good at
the Sellers' expense to the satisfaction of the Classification Society without
condition/recommendation*.

116

117

118

119

120

121

122

123

124

125

126

127




(ii)

the expense
s relating to

the survey of the tailshaft system shall be
borne by the
Buyers unless the Classification Society requires such survey to be carried out, in which
case the Sellers shall pay these e
xpenses. The Sellers shall also pay the expenses if the
Buyer
s require the

survey and parts of the system are condemned

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

128

129

130

131

132




(iii)

the expenses in connection with putting

the Vessel in and taking her out of drydock,
including the d
rydock dues a
n
d the Classification Society's fees shall be

paid by the Sellers
if the Classification Society issues any condition/recommendation* as a result of the survey
or if it requires surve
y of the tailshaft system. In all other cases the Buyers shal
l pay the
afo
r
esaid expenses, dues and fees.

133

134

135

1
36

137




(iv)

the Buyers' representative shall have the right to be present in the drydock, but
without interfering with the work or d
ecisions of the Classification surveyor.

138

139




(v)

the

Buyers shall

have the right to have the underwater parts
of the Vessel cleaned
and painted at their risk and expense without interfering with the Sellers' or the
Classification surveyor's work,
if any, and without affecting the Vessel's timely delivery. I
f,
however, t
h
e Buyers' work in drydock is still in progre
ss when the Sellers have completed
the work which the Sellers are required to do, the additional docking time needed to
complete the Buye
rs' work shall be for the Buyers' risk and expense. In the ev
ent that the
B
uyers' work requires such additional time, t
he Sellers may upon completion of the Sellers'
work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and the

Buyers shall be obliged to take delivery in accordance with
Clause 3, whe
t
her the Vessel is
in drydock or not and irre
spective of Clause 5 b).

140

141

142

143

144

145

146

147

148

149



*

Notes, if any, in the surveyor's report which are accepted by the
Classification Society
without condition/recommendation are n
ot to be take
n

into account.

150

151



**

6a) and 6b) ar
e alternatives; delete whichever is not applicable. In the absence of
deletions, alternative 6a) to apply.

152

153







7.

Spares/bu
nkers, etc.

154



The Sellers shall deliver the Vessel to t
he Buyers wit
h

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, belon
ging to the Vessel at the time of inspection used or
unused,
whether on bo
a
rd or not shall become the Buyers' property,

but spares on order are to be
excluded. Forwarding charges, if any, shall be for the Buyers' account. The Sellers are not required
to re
place spare parts including spare tail
-
end shaft(s) and spare

propeller(s)
/
propeller blade(s)
which are taken out of sp
are and used as replacement prior to delivery, but the replaced items
155

156

157

158

159

160

161







	
	shall be the property of the Buyers. The radio installation and nav
igational equipment shall be
included in the sale without ext
ra payment if

they are the property of the Sellers.

Unused

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

1
62

163

164



The Sellers have the right to take ashore croc
kery, plates,

cutlery, linen and other articles bearing
th
e Sellers' flag or name, provided they replace same with similar unmarked items. Library, forms,
etc., exclusively for use in the Sellers
' vessel(s), shall be excluded without compensation.
Captain'
s, Officers'
a
nd Crew's personal belongings including the
slop chest are to be excluded
from the sale, as well as the following additional items (including items on hire):


165

166

167

168

169



To be include
d in the form of Annex 1 to the Agreement

with
in
five (5) d
a
ys’
after signing

of the
Agreement
..








The Buyers shall take over the remaining bunkers
in storage tanks and sealed drums and pay the
Sellers t
he prices

based on Shanghai PLATT’S prices as published three (3) banking days prior to
th
e day of phys
i
cal delivery re
gardless of the fact that it refers to the previ
ous day.

The Buyers
shall also pay for the unused lubricating and hydraulic oils and greases that have not

passed
through the Vessel’s system and are
kept in storage tanks and dr
ums and pay a
s

per Sellers’
actual purchase price (excluding barg
ing expenses) as e
videnced by invoices and/or vouchers.
The exact quantities of remaining bunkers, lubricating, hydraul
ic oils and greases at the time of
delivery
shall be sounded and fixed b
y and between

the Sellers’ and the Buyers’ representatives
on an
estimation basis latest by two (2) days’ prior to the expected date of delivery of the Vessel.

170

171

172

Payment un
der this Clause shall be made
in cash
at the same time and place and in
the same
curr
e
ncy as the Purchase Price.

173

174



8.

Documentat
ion

175



The place of closing:

Sellers’ Managers’ premises

or e
-
closing.

176



In exchange for payment of the Pur
chase Price the Sellers shall furnish the Buyers

and the Buyers
shall fu
rnish the Sel
l
ers

with delivery documents

which
shall be mutually

agreed and

incorporated
in an Addendum No. 1 to the Agreement after signing of the Agreement and lodging of the Deposi
t
,
namely:

177

178



a)

Legal Bill of Sale in a form recordable in


(t
he country in

which the Buyers are
to register the Vessel), warra
nting that the Vessel is free from all encumbrances,
mortgages and maritime liens or any other debts or claims whatsoev
er, duly notarially
attested and legalized by the consul of such country

or other com
p
etent authority.

179

180

181

182



b)

Current Cer
tificate of Ownership issued by the competent authorities of the flag state of the
Vessel.

183

184



c)

Confirmation
of Class issued within 72 hours prior to delivery.

185



d)

Current Ce
rtificate iss
u
ed by the competent authorities stating that the Ve
ssel is free from
registered encumbrances.

186

187



e)

Certificate of Deletion of the Vessel from the Vessel's regis
try or other official evidence of
deletion appropriate to the Vessel's r
egistry at th
e

time of delivery, or, in the event that the
regist
ry does not as a matter of practice issue such documentation immediately, a written
undertaking by the Sellers to effec
t deletion from the Vessel's registry forthwith and furnish
a Certificat
e or other of
f
icial evidence of deletion to the Buyers promptly a
nd latest within 4
(four) weeks after the Purchase Price has been paid and the Vessel has been delivered.

188

189

190

1
91

192

193



f)

Any such additional documents as may reasonably be req
uired by the
c
ompetent
authorities for the purpose of registering

the Vessel, provided the Buyers notify the Sellers
of any such documents as soon as possible after the date of this Ag
reement.

194

195

196



At the time of delivery the Buyers and Sellers
shall sign an
d

deliver to each other a Protocol of
197







	
	Delivery and A
cceptance confirming the date and time of delivery of the Vessel from the Sellers to
the Buyers.

198

199



At the

time of delivery the Sellers shall hand to the Buyers the classificatio
n certificate
(
s) as well as
all plans etc., which are on board th
e Vessel. Other certificates which are on board the Vessel shall
also be handed over to the Buyers unless the Sellers a
re required to retain same, in which case
the Buyers to have the right t
o take copies
..

Other technical documentation which may be in the
Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request.
The Sellers may kee
p the Vessel's log books but the Buyers to have the right to take copies

of
same.

200

201

202

203

204

205

206









9.

Encumbrance
s

207



The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances,
mortga
ges and maritime liens or any other debts whatsoever. The Sellers hereby

undertake to

indemnity the Buyers against all consequences of cl
aims made against the Vessel which have
been incurred prior to the time of delivery.

208

209

210

211









10.

T
axes, etc.

212



Any taxes, fees and expenses in connection with the p
urchase and r
e
gistration under the Buyers'
flag shall be for the
Buyers' account, whereas similar charges in connection with the closing of the
Sellers' register shall be for the Selle
rs' account.

213

214

215




11.

Condition on delivery

216



The Ves
sel with ever
y
thing belonging to her shall be at the Sellers' ris
k and expense until she is
delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall

be
delivered and taken over
as she was at the time of inspection

on an
“as is, where

is” basis
, fair
wear and tear excepted.

217

218

219

However, the Vessel shall be delivered with her class maintained without condition/
recommendation*, free of average
damage affecting the Vessel's class, and with her classification
certifi
cates and nat
i
onal certificates, as well as all other certificate
s the Vessel had at the time of
inspection, valid and unextended without condition/recommendation* by Class or the rele
vant
authorities at the time of delivery.

220

221

222

223

224

"Inspecti
on" in this C
l
ause 11, shall mean the Buyers' inspection accordin
g to Clause 4 a) or 4 b), if
applicable, or the Buyers' inspection prior to the signing of this Agreement. If the Vesse
l is taken
over without inspection, the date of this Agreement shall be
the relevant
d
ate.

225

226

227



*

Notes, if any, in the survey
or's report which are accepted by the Classification Society
without condition/recommendation are not to be taken into
account.

228

229







12.

Name/markings

230



Upon delivery the B
uyers underta
k
e to
change the name of the Vessel and

a
l
ter funnel

markings

and
erase side shell logos, if any
..

231







1
3
..

Buyers' default

232



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

they shall be entitled to claim compensation for th
eir losses and for all
expenses incurred together with interest.

233

234

235







	
	Should the Purchase Price not be paid in
accordance with Clause 3, the Sellers have the right to
cancel the Agree
ment, in whic
h

case the deposit together with interest earned sha
ll be released to
the Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to claim further

compensation for their losses and for all expenses incurred together wi
th interest.

2
36

237

238

239





1
4
..

Sellers' default

240



Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be
ready to validly compl
ete a legal transfer by the date stipulated in line 61 the Buyers shall
have the
opti
o
n of canceling this Agreement provided always that
the Sellers shall be granted a maximum of
3 banking days after Notice of Readiness has been given to make arrangements
for the
documentation set out in Clause 8. If after Notice of Readiness
has been give
n

but before the
Buyers have taken delivery, the Ves
sel ceases to be physically ready for delivery and is not made
physically ready again in every respect by the date stip
ulated in line 61 and new Notice of
Readiness given, the Buyers shall re
tain their op
t
ion to cancel. In the event that the Buyers elect t
o
cancel this Agreement the deposit together with interest earned shall be released to them
immediately.

241

242

243

24
4

245

246

247

248

249

250

Should the Sellers fail to give Notice of Rea
diness by the

date stipulated in line 61 or fail to be
ready to v
alidly complete a legal transfer as aforesaid they shall make due compensation to the
Buyers for their loss and for all

expenses together with interest if their failure is due to proven
negli
gence and whe
t
her or not the Buyers cancel this Agreement.

251

25
2

253

254





15.

Buyers' representative

255



After this Agreement has been signed by both parties and the deposi
t has been lodged, the Buyers
have the right to place two representative
s on board th
e

Vessel at their sole risk and expense
..

upon

arriva
l at




on or about

256

257

258

These representatives are on board for the purpose of familiarization and in the capac
ity of
observers only, and they shall not interfere in any respect with
the operation

of the Vessel. The
Buyers' representatives shall si
gn the Sellers' letter of indemnity prior to their embarkation.

259

260

261


1
6
..

Arbitration

262



a)*

This Agreemen
t shall be governed by and construed in accordance with English law and
any dispute a
r
ising out of this Agreement shall be referred to ar
bitration in London in
accordance with the Arbitration Act

1996
or any statutory modification or re
-
enac
tment
thereof for the time being in force, one arbitrator being appointed by each party
.. On the
rece
i
pt by one party of the nomination in

writing of the other party's arbitrator, that party
shall appoint their arbitrator within fourteen days, failing which

the decision of the single
arbitrator appointed shall apply. If two arbitrators proper
ty appointed
s
hall not agree they
shall appoint an

umpire whose decision shall be final.

263

264

265

266

267

268

269

270



b)*

This Agreement shall be governed by and
construed in accordance with Title 9 of the
United States Code and the Law of the State

of New York
a
nd should any dispute arise out
of t
his Agreement, the matter in dispute shall be referred to three 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 purpose of enforci
ng any award,
this Agreement may be made a rule of the Court.

271

272

273

274

275

276


The proceedings shall be conduc
ted in accordance with the rules of the Society of Maritime
Arbitrators, Inc. New York.

277

278



c
)*

Any dispute arising out of this A
greement shall be referred to arbitration at

279







, subject to the procedures applicable there.

280


The laws of





shall govern this Agreement.

281




16a), 16b) and 16c) are alternatives; delete

whichever is

not applicable. In the absence of
de
letions, alternative 16a) to apply.





282

283