Exhibit 4.64






	
 


MEMORANDUM OF AGREEMENT


 


Dated:  27th September 2016

	 	
Norwegian Shipbroker's Association's Memorandum of Agreement for sale and purchase of ships.  Adopted by The Baltic and international Maritime Council (BIMCO) in 1956.


Code-name


SALEFORM 1993


Revised 1966, 1983 and 1986/87.










	
Samsara Shipping Company Limited 5/1 Merchants Street, Valletta VLT1171, Malta hereinafter called

 the Sellers, have agreed to sell, and


	
 


	
Ningbo Zhun Xing Shipping Ltd (PLEASE ADVISE FULL STYLE) or their guaranteed Nominee


hereinafter called the Buyers, have agreed to buy


	
 


	
Name:  M/V OCEAN CRYSTAL


	
 


	
Classification Society/Class:  NK

	
 


	
 

	
 


	
Built:  1999

	
By:  Sumitomo Heavy Industries, Ltd. Yokosuka Shipyard


	
 

	
 


	
Flag:  Malta

	
Place of Registration:  Valletta, Malta


	
 

	
 


	
Call sign:  9HZT7

	
Grt/Nrt:  38,372/ 24,622


	
 

	
 


	
Register IMO Number:  9180786

	
 


	
 

	
 


	
Import agent:  China National Machinery Import & Export Corp.


No.1(w), Fuwai Avenue, Xicheng District, Beijing, P.R.China


T: 00861068991291 , F: 00861068314137


 


Contract No: 16MT01GTB6IXD0094


	 
	
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 Purchase Price in Clause 1 and in the place of closing stipulated in Clause 8 as well as


USA, China, Malta, Germany, Hong Kong, Singapore and Greece.


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


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


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










	
1.

	
Purchase Price:

	
$ 3,720,00.00


	
 

	
 

	
 


	
2.

	
Deposit


	
 


	
As security for the correct fulfilment of this Agreement the Buyers import agent shall pay a deposit of 10 15%


	
(ten fifteen per cent) of the Purchase Price (the "Deposit") by T/T within 5 (five) banking days from the date of this


Agreement, the Escrow Account is open, subjects have been lifted and import license granted by


MSA whichever the later. This deposit shall be placed with Messrs. HFW (Holman Fenwick Willan) Singapore


	
and held by them in joint account as Escrow Agent in an escrow account for on behalf of the Sellers and the Buyers, to be released in accordance


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


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


	 
	
Escrow Agent account details are as follows:  PLEASE ADVISE


	
 


	
3.

	
Payment


	
 


	
The said 85% balance of the Purchase Price together with extra charges including but not limited to


bunker/luboils etc shall be paid by T/T by import agent in full free of bank charges to Sellers'






















	
nominated bank


	
on delivery of the Vessel, but not later than 3 banking days after the Vessel is in every respect


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


	
Notice of Readiness has been given in accordance with Clause 5.


	
 


	
4.

	
Inspections


	 
	
a)*

	
The Buyers will appoint CCS to inspect the Vessel at Batam after the Vessel has been

reactivated. This inspection shall not be a subject to this deal.


	
 

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


	
 

	
have also inspected the Vessel at/in ___________ on ______________


	
 

	
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 ___________


	
 

	
 


	
 

	
The Seller shall provide for inspection of the Vessel at/in _______________


	
 

	
 


	
 

	
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.


	
 

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


	
 

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


	
 

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


	
 

	
after completion of such inspection.


	
 

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


	
 

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


	
 

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


	
 

	
 


	
*      

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


	 	
alternative 4a) to apply.


	
 

	
 


	
5.

	
Notices, time and place of delivery


	
 

	
 


	
a)

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


	
 

	
provide the Buyers with 30/20/15/10/7 as applicable, approximate notice of the expected time


and delivery, and 3/2/1 definite days notice. of the estimated time of arrival at the


	
 

	
intended place of drydocking/underwater 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 written Notice of Readiness for delivery.  The


	
 

	
Buyers shall take delivery of the Vessel within 3 (three) business days


(Saturdays/Sundays/ holidays in England and China excluded) after the Sellers have


tendered to the Buyers a Notice of Readiness for Delivery, the date of tendering such


notice being exclusive. The Notice of Readiness for Delivery shall be submitted by the


Sellers to the Buyers (any business day, day and night) once the Vessel is ready for


delivery. The Sellers shall not tender Notice of Readiness prior to completion of the


underwater inspection unless Buyers have waived same.


	 	 
	
b)

	
The Vessel shall be delivered and taken over charter free, cargo free safely afloat at a safe


berth buoy/port and accessible berth or


anchorage and/or in Dry-Dock at/in Qinghuangdao, China


	
 

	
in the Sellers' option.


	 	 
	
 

	
Expected time of delivery between 15th October 2016 and 15th November 2016 in Sellers'


option, but not earlier than 20 (twenty) days after completion of the CCS inspection.


	
 

	
Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14):  15th November 2016 in Buyers' option.


	
 

	
 


	
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


	
 

	
propose 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 within 7 3 running


	
 

	
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 7 3 running 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 61.


	 	 
	
 

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


	
 

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


	 	
the original cancelling date.


	
 

	
 


	
d)

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


	
 

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


	
 

	
whereafter this Agreement shall be null and void.


	
 

	
 


	
6.

	
Drydocking/Divers Inspection


	
 

	
 


	
a)**

	
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 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' expense to the satisfaction of the Classification Society without


	
 

	
condition/recommendation*.


	
 

	
 


	
b)**

	
(i)          The Vessel is to be delivered without drydocking.  No drydocking shall apply.


However, the Buyers shall


	
 

	
have the right at their risk and expense to arrange for an underwater inspection of


underwater parts of the Vesselby a divers approved


	
 

	
by the Vessel's Classification Society prior to the delivery of the Vessel.


in the presence of class surveyor with Buyers' right to attend without interference at the


video monitor or in any way with class surveyors work. Sellers will give at least 3 (three)


days' notice to Buyers of the place/time they intend to make the vessel available for such


inspection. Buyers' failure to appoint divers approved by class or attend underwater


inspection as per Sellers' notification will be deemed a waiver of their right to inspect the


Vessel's underwater parts. The Class surveyor to be appointed by the Sellers and all


expenses to be for the Buyers' account. if the conditions at the place where the Vessel is


made available for such inspection are unsuitable for such inspection, the Sellers shall at


their risk and expense make the Vessel available at a suitable alternative place. Thereafter


the Vessel shall be delivered at such alternative suitable place/port.


 


Should any damage affecting class be found by class surveyor in under-water parts and


class approves postponernent of repair of such damage, then the Sellers have the option


to repair same to class's satisfaction or compensate Buyers in cash which shall be


deducted from the purchase price at the time of closing. The cash compensation shall be


based upon the average of 2 (two) reputable Chinese shipyards' quotation, one obtained


by each party. It is understood by both parties that the amount of the monetary settlement


is confined to direct repair cost only and does not include indirect cost such as dry-


docking fee, general expenses, deviation cost, off hire and other costs whatsoever and


that such amount of the monetary settlement is deducted from the Purchase Price (for


labour and material costs only) at the time of delivery.


 


Should any damage affecting class be found by class surveyor in under-water parts and


class requires immediate repairs of such damage in a dry-dock and Sellers arrange that


the Vessel is dry-docked, the Buyers have the right to clean and paint the underwater


parts below the summer loadline at the Buyers' time, risk and account without interfering


with the Sellers' or vessel's class work and without affecting the smooth and timely


delivery of the Vessel. But in any case, the Tailshaft shall not be drawn unless requested


by the Class Surveyor and in case Vessel has to be drydocked.


 


If, however, the Buyers' work in dry-dock is still in progress when the Sellers have


completed their work, the Sellers have the right to tender the Notice of Readiness for


Delivery whilst the Vessel is still in dry-dock and the Buyers are obliged to take delivery of


the Vessel immediately after such Notice of Readiness tendered, whether the Vessel is in


dry-dock or not. Any extra time and cost for the additional dry-docking incurred by reason


of such Buyers' work shall be at the Buyers' risk and account.


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


	
 

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


	
 

	
port.


	
 

	
 


	
 

	
(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 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. 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 by the Sellers at their expense to the satisfaction of the Classification Society


	
 

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


	
 

	
the underwater inspection and the Classification Society's attendance.


	
 

	
 


	
 

	
(iii)          If the Vessel is to be drydocked pursuant to Clause 6 b) (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 b). Once drydocking has taken place the Sellers shall


	
 

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


	
 

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


	
 

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


	
 

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


	
 

	
 


	
c)     

	
If the Vessel is drydocked pursuant to Clause 6 a) 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 right 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' expense to the satisfaction of the Classification Society without


	 	
condition/recommendation*.


	
 

	
 


	
 

	
(ii)          the 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, in


	
 

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


	
 

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


	
 

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


	
 

	
 


	
 

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


	
 

	
drydock, including the drydock dues and 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 survey of the tailshaft system.  In all other cases the Buyers


	
 

	
shall pay the aforesaid expenses, dues and fees.


	
 

	
 


	
 

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


	
 

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


	
 

	
 


	
 

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


	
 

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


	
 

	
 


	
*

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


	
 

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


	
 

	
 


	
**

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






















	
 

	
Alternative 6 a) to apply


	
 

	
 


	
7.

	
Spares/bunkers, etc.


	
 

	
 


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


	
shore order, used or unused, including all spare parts and spare equipment, stores, radio


installations and navigational equipment.


	
The Vessel does not have a spare anchor, or a spare tail-end shaft, or a spare propeller.


	 
	
Price to include everything belonging to the Vessel on board, including all navaids and wireless


equipment.


	 
	
__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 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. The radio installation and navigational equipment shall be included in the sale


without extra 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.


	 
	
Excluded from this sale are personal effects of Master, Officers and Crew including slop chest,


log books, holy icons, ISM manuals, original certificates which must be surrendered to authorities


and hired or third party's items, which shall be taken ashore by the Sellers upon or before delivery


of the Vessel.


	 
	
Notwithstanding the above the following items to be excluded from the Sale:


	 
	
a)  Oxygen / Acetylene /Freon Gas Bottles


b)  All Log Books for Deck, Engine and radio with Buyer's right to photocopy available logs


onboard at their own expense, but the Sellers shall provide the scanning copy of same.


c)  All ISPS, ISM And quality documentation and correspondence.


d)  Vessel's wireless e-mail system and server


e)  Training video library, books.


f)  Crew / Officers library / walport videos


g)  All Master's Slopchest / Bonded stores, all Master's and crew's personal belongings.


h)  Personal lap-top computers (Personal lap-top computers of crew. Total 13 pieces)


i)  Personal cell phones (Personal cell phones of crew. Total 31 pieces)


j)  Contents of Master's safe


k)  Works of Art; Originals, copies, prints, statues


1)  Certificates / documents to be returned to authorities (Need to have Vessel's original certificate


of Registry to be returned back to the authorities)


m) All leased rented, hired equipment. (Sellers confirmed No leased rented, hire equipment on


board.)


	
 


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


	
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' and 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):


	
 


	
The Buyers to pay extra for remaining bunkers at platts prices prevailing at the port of delivery or


nearest port where platts prices are available (hereby Singapore platts price to be applied) one (1)


day before Vessel's delivery to the Buyers. Also Buyers to pay extra for Vessel's all types of


unused lubricants and greases that have not passed through Vessel's systems in designated


storage tanks and sealed drums/pails at Seller's last net prices evidenced by invoices/vouchers.


Sellers will use their reasonable commercial efforts to limit the quantity of bunker remaining


onboard at the time delivery as less as possible but in any case the separate each tank of MDO


and HFO on board at the time of delivery shall not exceed 30% of MDO and HFO tanks' capacity.



























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


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


	
of delivery of the Vessel


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


	
the Purchase Price.


	
 


	
8.

	
Documentation


	
 


	
The place of closing:  HFW Singapore


	
 


	
Documents to be mutually agreed between Buyers and Sellers and to be incorporated as an


Addendum to the MOA, but in any case failure to agree documentation shall not be a reason to


invalidate the MOA.


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


	
documents namely:


	
 


	
a)

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


	
 

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


	
 

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


	
 

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


	
 

	
 


	
b)

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


	
 

	
the Vessel


	
 

	
 


	
c)

	
Confirmation of Class issued within 72 hours prior to delivery.


	
 

	
 


	
d)

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


	
 

	
registered encumbrances


	
 

	
 


	
e)

	
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 furnish a


	
 

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


	
 

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


	
 

	
 


	
f)

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


	
 

	
 


	
At the time of delivery the Buyers and Sellers 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.


	
 


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


	
plans etc., 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 to have the right to 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 keep the Vessels log books but the Buyers to have the right to take


	
copies of same.


	
 


	
9.

	
Encumbrances


	
 


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


encumbrances,


mortgages, and maritime liens or any other debts whatsoever at the time of delivery.  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, etc.


	
 


	
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 inspection, fair wear and tear expected (other than


for defective parts, if any, ascertained by the underwater survey, which shall be dealt with as per


terms of Cl. 6 of this Agreement), with her class maintained without condition/recommendation (*),.


	
and with her classification certificates and national certificates, as well as all other certificates,


	
valid and un-extended without condition/recommendation by Class at time of delivery.


	 
	
All plans, drawings and instruction manuals (excluding ISM manuals) which are on board shall be


delivered to the Buyers' Master as they are upon delivery of the Vessel.


	 
	
All remaining plans, drawings and instruction manuals in the Sellers' possession shall be


forwarded to the Buyers' main office after delivery. Forwarding charges, if any, shall be for the


Buyers account.


	 
	
Logbooks shall be retained by the Sellers. However the Buyers have the right to take photocopies


of the available logbooks onboard before delivery at the Buyers' cost.


	 
	
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 inspection, fair wear and tear excepted.


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 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 Class or the relevant authorities at the time of


delivery.


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


applicable or the Buyer's inspection prior to the signing of this Agreement, if the Vessel is taken over


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


	
 


	
*

	
Notes, 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 paid in accordance with Clause 2, 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, the Sellers have the right to


	
cancel the Agreement, in which case the deposit together with interest earned 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 a) or fail to be ready


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


	
the option of cancelling 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 given but before


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


	
made physically ready again in every respect by the date stipulated in line 61 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 shall be released to them


	
immediately.


	
Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 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 signing the MOA this Agreement has been signed by both parties and the deposit has been






















	
lodged, the Buyers


	 
	
have the right for the Vessel's last voyage prior to delivery to place up to 2 (two) representatives


on board the Vessel strictly as observers for familiarization purposes only. Such representatives to


board the Vessel before delivery of the Vessel to the Buyers at Batam, Indonesia, at the Buyers'


risk and account and shall always remain under the Master's command without any interference


with the Vessel's operation and her schedule. Indemnity letters from each of Buyer's


representatives shall be provided to the Sellers before the said representatives boarding. Said


Buyers representatives to be allowed to use Vessel's communication equipment and said charges


will be settled by Buyers representatives on board and to the Master directly, but before delivery.


Also, Buyers representatives to pay a victualing daily rate of usd 10.0 per rep.


	 
	
The Buyers also have the right to send further 6 crews and 2 reps onboard for familiarisation


purposes during day time only when Vessel has arrived at the place of delivery and Sellers


tendered NOR. At the time of delivery / closing, other Vuyers' crews will be allowed to stay at


mess room.


	 
	
at their sole risk and expense upon


	
arrival at _______ on or about ______


	
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' representatives shall sign the Sellers' 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 this Agreement shall be referred to arbitration in London in


	
 

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


	
 

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


	
 

	
party. Arbitrators to be members of the London Maritime Arbitrators Association.  On the


receipt 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 properly appointed shall not agree


	
 

	
they shall appoint an umpire whose decision a third arbitrator and the decision of any two of


them to shall be final.


	
 

	
 


	
b)*

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


	
 

	
United states code and Law of the State of New York and should any dispute arise out of


	
 

	
this 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 chose; their


	
 

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


	
 

	
Agreement may be made a rule of the Court.


	
 

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


	
 

	
Arbitrators, Inc. New York.


	
 

	
 


	
c)*

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


	
 

	
___________________________________________, subject to the procedures applicable there


	
 

	
The laws of _____________ shall govern this Agreement.


	
 

	
 


	
*

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


	
 

	
deletions, alternative 16 a) to apply.


	
 

	
 


	
17.

	
P & C: All details of these negotiations and any eventual sale shall be kept strictly private and


	
confidential among all parties concerned, except where required by statutory or requirements for stock


	
listed companies.


	 
	
18.

	
On delivery the Sellers shall hand to Buyers a letter of undertaking stating that to the best of their


	
knowledge the Vessel under present Ownership is not blacklisted by the Arab boycott league in


	
Damascus and that she has not been infested by Gypsy Moth.


	 
	
19.

	
The Vessel shall be delivered with her cargo holds clean swept, and free of cargo. However, Sellers


	
have the option to deliver the Vessel with her cargo holds as they are left by the Stevedores after


	
completion of discharge of cargo on board by paying Buyers a lump-sum amount cf USD 4000 in lieu of


	
cargo holds cleaning.


	 
	 




















	
20.

	
Sellers will appoint Penavico as their agent at the delivery port Qinghtuangdao. Sellers also have the


	
right to appoint their own sub - agent at delivery port to attend Owners' matters (agent to be nominated).


	 
	
21.

	
Buyers shall use their best endeavors to obtain a technical import license by the MSA with outmost


	
dispatch.


	 
	
22.

	
Subjects


	 
	
a)  This Sale / Purchase is subject to Sellers' BOD approval which to be lifted within 5 (five) Banking


	
Days from signing of this Agreement by both the Buyers and the Sellers.


	 
	
b)  Issuance of a technical import license by the MSA to be confirmed by the Buyers no later than


	
October 15th, 2016.


	 
	
In case all subjects are not lifted then this sale shall be considered null and void.


	 
	 























	
FOR THE SELLERS


 


 


/s/

	 	
FOR THE BUYERS


 


 


/s/


	
Name:


Title:  Attorney-in-fact


 

	 	
Name:

 Title:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	
FOR THE IMPORT AGENT


 


 


/s/


	 	 	
Name:

 Title: