EX-4.78



 Exhibit 4.78 

 

			
		  	 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.


 MEMORANDUM OF AGREEMENT 

Dated: 16th October 2013 

Goldilocks Maritime S.A. of Marshall Islands, hereinafter called the “Sellers”, have agreed to sell, and

 Aenaos Product Carrier S.A. of Liberia, hereinafter called the “Buyers”, have agreed to buy

 Name of vessel: Aristarchos 

IMO Number: 9633501 
 Classification Society/Class: Lloyd’s Register 
 Class
Notation: +100A1, Double Hull Oil and Chemical Tanker, Ship Type2&3, CSR, ESP, Ship Right(CM, ACS(B)), *IWS, U, SPM4, EP(Bt, P, Vc), +LMC, IGS, UMS, Descriptive notes: COW(LR), ETA, Part Higher Tensile Steel, PL(LR), SBT(LR),
ShipRight(BWMP(S, T), SCM, SERS, IHM 
  

					
	 Year of Build: 2013
	  	 Builder/Yard: Hyundai Mipo Dockyard Co. Ltd., S. Korea

			
	 Flag: Bahamas
	  	 Place of Registration: Nassau
	  	 GT/NT: 29,877/14,127



 Hereinafter called the “Vessel”, on the following terms and conditions:

 Definitions 
 “Banking days” are days on which banks are open in the country of the currency stipulated for the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8,
in Piraeus and Hamburg. 
 (Documentation) and
........................(add additional jurisdictions as appropriate). 

“Buyers” Nominated Flag State” means Liberia (state flag state). 

“Class” means the class notation referred to above. 

“Classification Society” means the Society referred to above. 

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







 “Deposit Holder” means Credit Suisse, Basel or other branch
(state name and location of Deposit Holder) or, if left blank, the 

Sellers’ Bank, which shall hold and release the Deposit in accordance with this Agreement.

 “In writing” or “written” means a letter handed over from the Sellers to the Buyers or
vice versa, a registered letter, email or telefax. 
 “Parties” means the Sellers and the Buyers.

 “Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price) 

“Sellers’ Account” means USD-Account No: 0073-1362806-42 / IBAN No: CH66 0438 5136 2806 4200 0 at the
Sellers’ Bank. 
 “Sellers’ Bank” means Credit Suisse, Basel,
(Corporate & Institutional Clients, Ship Finance SGAS 51, St. Alban – 
 Graben 1-3, 4002
Basel, Switzerland), SWIFT: CRESCHZZ80A notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price. 
  

	 	 1.
	 Purchase Price 


 The Purchase price is $38,030,300.00 (United States Dollars Thirty Eight Million Thirty Thousand Three Hundred Only) (state currency and amount both in words and figures)

  

	 	 2.
	 Deposit 


 As security for the correct fulfillment of this Agreement the Buyers shall lodge a deposit of 10% (ten per cent) or, if left blank, 10% (ten per cent), of the Purchase Price (the
“Deposit”) in a joint interest bearing account between the Sellers and the Buyers for the parties with the Deposit Holder within three (3) Banking days after the date, whichever the later, that: 

 

	 	 (i)
	 this Agreement has been signed by the Parties and exchanged in original or by e-mail or telefax; and 



 

	 	 (ii)
	 the Deposit Holder has confirmed in writing to the Parties that the account has been opened. 



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 or cost 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 to open and maintain the account without delay. Bank closing fees to be split equally by both parties. 

 

	 	 3.
	 Payment 


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

  

	 	 (i)
	 the Deposit shall be released to the Sellers’ Account against documentation as per Clause 8 herein; and 



 

	 	 (ii)
	 The balance of the Purchase Price together with estimated amount for bunkers and lubricating oils remaining on board based on the
Sellers’ and Buyers’ agreed figures 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 against documentation as per Clause
8 herein. 










	 	 4.
	 Inspection 


 (a) *The Buyers have inspected and accepted waived their right to inspect the Vessel’s classification records. The Buyers have also waived their right to inspect
inspected the Vessel. at/in.....(state place) on..................... (state-date) 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. 
 (b) *The
Buyers 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 Sellers for the losses thereby incurred. 
 The Buyers shall inspect the Vessel without opening up and without cost to the Sellers. 
 During the inspection, the Vessel’s deck 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, 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 the earlier.

 Should the Buyers 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
US East Coast or US Gulf or Bahamas or Curacao or Aruba or East Coast Canada or UK – Continent range or Rio Grande – Buenos Aires range or Mediterranean Sea (state place/range) in the Sellers’ option.
To the extent possible, the Sellers shall try to avoid delivery in the Mediterranean Sea range. 







 Notice of Readiness shall not be tendered before: 15th November 2013(date) 

Cancelling Date (see Clauses 5(c), 6(a)(iii) and 14:16th December 2013 
 (b) The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with twentyfifteen (15), ten (10),
five seven (7) and three (3) days’ approximate notice and one (1) day definite notice of the date the Sellers intend expect to tender Notice of Readiness and of the intended
place 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. 
  

	 	 6.
	 Divers inspection / Drydocking – See Rider Clause 19 



(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 loadline 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 loadline, 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 Purchase Price 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 the 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 Seller 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 lead 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 leadline 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 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
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 Society 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’ costs and expense to the satisfaction of the 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, etc. 


 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 inspection used or unused, whether on board or not shall become the Buyers’ property, but including spares on order are to be
excluded. Forwarding charges, 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, navigational aids, radio and telecommunication equipment (unless equipment is on hire) shall be included in the
sale and be taken over by the Buyers without extra payment. 
 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. as well as the following additional items:...............
(include list) 
 Items on board which are on hire or owned by third parties, listed as follows,
are excluded from the sale without compensation: 
  

	 	 •
	 	 1 SHELL FERROMAGNETIC INDICATOR 


  

	 	 •
	 	 11 UNITOR GAS BOTTLES 


  

	 	 •
	 	 2 LAPTOP MODELS FUJITSU LIFEBOOK E752 


  

	 	 •
	 	 1 DESKTOP MODEL FUJITSU ESPRIMO E710 SFF INCLUDING EXTERNAL HARD DISK (INTENSO 750 GB) 



 

	 	 •
	 	 1 IRRIDIUM ANTENNA (COMPLETE KIT) 


  

	 	 •
	 	 1 CISCO ROUTER/FIREWALL MODEL 881 (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 Sellers have the right to take
ashore crockery, plates, cutlery, linen and other articles bearing the Sellers’ flag or name or the ‘Samos Steamship’ logo provided they replace same with similar unmarked items. 

The Buyers shall take over remaining bunkers and unused lubricating oils and hydraulic oils and greases in bulk storage
tanks and unopened sealed drums and pay either: 
 (a) *the actual net/discounted
price (including barging expenses) as evidenced by invoices or vouchers; 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 Purchase Price. 







 “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 


 The place of closing: Credit Suisse Basel, Switzerland 
 (a)
In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with the following documents documentation as required by Buyers for the valid transfer of title and registration under Buyers’ flag of
choice. Such document shall be incorporated as an addendum to this Agreement. 
  

	 	 (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 of apostilled (as appropriate); 


  

	 	 (iv)
	 Certificate or Transcript of registry issued by the competent authorities of the flag state 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 with the original to the sent to the Buyers as soon as possible after
delivery of the Vessel; 


  

	 	 (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 Vessel’s registry or other official evidence of deletion appropriate to the
Vessel’s registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel’s 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
Vessel’s 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 Vessel’s 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 canceling 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; and 



 

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


  

	 	 (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; and 


  

	 	 (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 legalized or apositilled (as appropriate). 


  

	 	 (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 authorized 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 .........(state number of days), or if left blank, 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, 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 arc 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. 










	 	 (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 confirming the date and time of delivery of the
Vessel from the Sellers to the Buyers. 


  

	 	 9.
	 Encumbrances 


 The Sellers warrant, as a condition for the payment of the Purchase Price, that the Vessel, at the time of delivery, is free from all charters, claims, 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 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 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 terms and conditions of this Agreement she shall be
delivered and taken over as she was at the time of this Agreement 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, trading, international certificates and national certificates, as well as all other certificates the Vessel had at the time of inspection, clean, valid and unextended without condition/recommendation* by the
Classification Society or the relevant authorities at the time of delivery for a minimum of three (3) months. 
 “inspection” in this Clause 11, 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. 
 “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 


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

	 	 13.
	 Buyers’ default 


 Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all
expenses incurred together with interest. 







 
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. 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 with interest. 

 

	 	 14.
	 Sellers’ default 


 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 by the Cancelling Date the Buyers shall have the option of
cancelling this Agreement. 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. 

Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to validly 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 negligence and whether or not the Buyers cancel this Agreement. 

 

	 	 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.
	 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)
tTerms 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 the 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. 
 (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 to be provided under this Agreement shall be in writing. 
 Contact details for recipients of notices are as follows: 
 For the
Buyers: Evangelos Bairactaris, G.E Bairactaris & Partners, Fax: +30210 4284 626 E-mail: vbairactarls@bairactaris.com ..................... 

For the Sellers: Basil Spiliopoulos, Daniolos Law Firm Fax: +30 210 4138 809, E-mail: b.spillopoulos@daniolos.gr

  

	 	 18.
	 Entire Agreement 


 The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral
or written between the Parties in relation hereto. 
 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 an applicable statute or law are
hereby excluded to the extent that such exclusion can be legally made. Nothing in this Clause shall limit or exclude any liability for fraud. 
 Rider Clauses: 
 19. The Vessel to be delivered
without drydocking. However, the Buyers shall have the right at their expense to arrange for an underwater inspection by a diver approved by the Classification society at the delivery port. Such inspection to be attended by a Class surveyor to be
arranged by the Buyers at the Buyers’ expense. The Sellers shall at their cost make the Vessel available for such inspection. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the
Classification society attending Class surveyor. If the conditions at the port of delivery are unsuitable for such inspection in the opinion of the attending Class surveyor, the Sellers shall make arrangements for the Vessel to be available at a
suitable alternative place near to the delivery port always for Buyers time and expense. 
 A) if damage
to underwater parts affecting her class is found, which the Class requires to be rectified at Vessel’s next scheduled dry-dock, the Sellers shall have the option to deliver the Vessel without rectifying the damage but paying the Buyers an
estimated repairing cost, by way of reduction from the purchase price, which amount shall be an average amount reasonably quoted by the Sellers and the Buyers respectively from two (2) reputable repairers in the Arabian Gulf or Singapore or
People’s Republic of China. In this case, only direct cost to repair such damage shall be for the Sellers’ account, and not to include drydock dues, docking or un-docking costs. This direct cost is to be deducted from Vessel’s
purchase price at the time of delivery. If the Class requires the damage to be repaired earlier than Vessel’s next scheduled drydocking, clauses (b) or (c) to apply: 

B) if the Class requires Sellers to carry out afloat repairs of such damages promptly, then the Sellers shall repair
such damages afloat at their expense to the satisfaction of Class prior delivery. In this case, the cancelling date specified shall be extended by the time necessary for such repairing work but for a maximum often (10) calendar days.

 C) if Class requires to carry out repairs at a drydocking facility, the Sellers shall arrange for the
Vessel to be repaired at a suitable drydocking facility at their expense. The Buyers have the right to clean and paint the Vessel’s bottom and other underwater parts during drydock at their time, risk and expenses without interference to the
Sellers’ works subject to prior consent of the Sellers, which not to be unreasonably withheld. 
 In
the event that the Sellers’ works are completed prior to the Buyers completion of their works, if any, the Sellers have the right to tender a notice of readiness for delivery whilst the Vessel is in drydock and deliver the Vessel in drydock,
and the Buyers shall be obliged to take delivery of the Vessel, whether the Vessel is in drydock or not. 

If there are no suitable drydocking facilities within the delivery range as per clause 5 b) herein, the Sellers shall
drydock the Vessel in an alternative port, which shall become for the purpose of this clause the new delivery port. In such event the cancelling date as per clause 5 (b) herein shall be extended by the additional time required for the
dry-docking and extra steaming but for a maximum of ten (10) calendar days. 
 20. The Sellers
warrant and undertake as a condition for the payment of the purchase price by the Buyers to execute a Deed of Assignment of the Builder’s written warranty of quality/guarantee issued as per the Shipbuilding Contract dated 10 May 2011 and
other related warranty items by suppliers (as available) in favour of the Buyers and provide the Buyers with an executed Notice of Assignment of such warranty addressed to the Builder. 







 The Sellers will use their best endeavours to procure the written
acknowledgement by the Builder acknowledging that the Buyers have all rights under such warranty. 

[SELLERS TO PROVIDE LIST OF OUTSTANDING WARRANTY ITEMS] 

21. Sellers to declare in writing that to the best of their knowledge and belief the Vessel Is not blacklisted by any
country and/or organization and/or nation. 
 22. The performance of the Buyers is guaranteed by Capital
Ship Management Corp. of Panama. 
 23. All negotiations and eventual sale to be kept strictly private and
confidential between parties involved unless either party is required to disclose information about the sale by law or the US Securities Exchange Commission or NASDAQ regulations. Should, however, details of the sale become known or reported on the
market, neither the Buyers, nor the Sellers shall have the right to withdraw from the sale or to fall to fulfill their obligations under this Agreement. 
  

									
	 For and on behalf of the Sellers
	 		 	 For and on behalf of the Buyers

					
		 	 /s/ Basil K. Spiliopoulos
	 		 		 	 /s/ Evangelos Bairaktaris

	 Name:
	 	 Basil K. Spiliopoulos
	 		 	 Name:
	 	 Evangelos Bairaktaris

					
	 Title:
	 	 Attorney-in-fact
	 		 	 Title:
	 	 Sole Director