Exhibit 4.19

    

    MEMORANDUM OF AGREEMENT

    	
             

          	
            Norwegian Shipbrokers’ Association’s

          
	
             

          	
            Memorandum of Agreement  for sale and

          
	
             

          	
            purchase of ships. Adopted by BIMCO in 1956.

          
	
             

          	
            Code-name

          
	
             

          	
            SALEFORM 2012

          
	
             

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

          


     

    Dated 15/5/2018

    

    

    ELUK SHIPPING COMPANY INC. of Trust Company
          Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, guaranteed by Diana Containerships Inc. (Name of sellers),
        hereinafter called the “Sellers”, have agreed to sell, and

    Lepta Shipping Co. Ltd. of 80 Broad Street
          Monrovia, Liberia, guaranteed by Mitsui & Co., LTD., 1-3, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8631, Japan (Name of buyers),
        hereinafter called the “Buyers”, have agreed to buy:

    

    

    Name of vessel:  M/V PUELO

    

    

    IMO Number:  9306172

     

    Classification Society:  Bureau Veritas (BV)

     

    Class Notation:  BV +HULL +MACH, Container
          Ship, Unrestricted Navigation, ERS-S, +AUT-UMS, +SYS-NEQ, MON-SHAFT, BWE, INWATERSURVEY

    

    

    	
            Year of Build:  2006

          	
            Builder/Yard:  Hyundai Heavy Industries
                  Co. Ltd, Ulsan, Korea 

          
	
             

          	
             

          	
             

          
	
            Flag:  Marshall Islands

          	
            Place of Registration:  Majuro

          	
            GT/NT:  73,934/42,246

          


     

    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 (Purchase Price) and in the place of closing stipulated in Clause 8
        (Documentation) and Denmark, Japan, Greece and Germany (add additional jurisdictions as appropriate).

    “Charter” shall have the meaning given in Clause 19.

    “Charterers” shall have the meaning given in Clause 19.

    “Buyers’ Nominated Flag State” means TBA (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 Ince&Co.





          LLP of Aldgate Tower, 2 Leman Street, London, E1 8QN (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,
        e-mail 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

        ACCOUNT No.:  05-25827-002,

        IBAN:  DE13 2012 0000 0525 8270 02,

        SWIFT:  BEGODEHH,

        ACCOUNT TYPE:  CALL DEPOSIT

        CURRENCTY:  USD (state details of bank
          account) at the Seller’s Bank.

    “Sellers’ Bank” means

    Joh. Berenberg, Gossler
          & Co. KG, Address: Neuer Jungfernstieg 20, 20354 Hamburg, Germany, Correspondent Bank: JP MORGAN CHASE BANK, NEW YORK, SWIFT- CHASUS33 (state





          name of bank, branch and details) or, if left blank, the bank notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price.

    This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian
        Shipbrokers’ Association.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall
        apply.  BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

    
      
        


    

    
    

    

    
      
        	1.	
                Purchase Price

              


      

    

    The Purchase Price is USD 20,500,000.00 (United States Dollars Twenty Million and Five Hundred Thousand only) in cash (state currency and amount
          both in words and figures).

    
      
        	2.	
                Deposit

              


      

    

    As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of __% (__ per cent) or, if left blank, 10% (ten per cent), of the Purchase Price (the “Deposit”) in an interest bearing account for the Parties with the Deposit Holder within
        three (3) Banking Days after the date that:

    
      
        	

              	(i)	
                this Agreement has been signed by the Parties and exchanged in original
                        or by e-mail or telefax.; and subject mentioned in Clause 22 of this Agreement has been lifted; 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 charged for opening, holding and releasing the Deposit and facilitating the closing 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.

    
      
        	3.	
                Payment

              


      

    

    The 90 (ninety) percent balance of the Purchase Price together with the 10 (ten)
        percent shall be unconditionally and Irrevocably paid/released in full free of bank charges to the Sellers' nominated account and bank in delivery of the Vessel concurrently with the Sellers providing to the Buyers with the agreed delivery
        documentation (which shall be agreed upon in an addendum to the MOA), but not later than 3 (three) banking days after the Vessel is in every, respect physically ready for delivery in accordance With the terms and conditions of this agreement and
        valid notice of readiness has been given in accordance with clause 5 of this agreement.  For the avoidance of any doubt, the balance of the Purchase Price 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 via conditional payment by SWIFT MT199 or by SWIFT MT103 or through the deposit holder and released/paid to the Sellers nominated account under the aforementioned terms.  Any charges related to
        transferring, holding, releasing, paying the balance and any other sums under this Agreement shall be on Buyers' account.  The Buyers shall provide sufficient funds including a safety buffer to cover any sums which shall be mutually agreed well in
        advance to be paid to the Sellers.  Final sums payable to the Sellers shall be agreed before/ during the closing.

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

    
      
        	

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

              


      

    

    
      
        	

              	(ii)	
                the balance of the Purchase Price 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.

              


      

    

    
      
        	4.	
                Inspection

              


      

    

    (a)*
        The Buyers have inspected and accepted the Vessel’s classification records.  The Buyers have also inspected the Vessel at/in Kwangyang, South Korea (state place) on 9th March 2018 (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 Vessels classification records and declare whether same are accepted or not within _______ (state date/period).

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

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

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

    During the
            inspection, the Vessel’s dock and engine log books shall be made available for examination by the Buyers.

    The sale shall
            become outright and definite, subject only to the terms and conditions of this

    This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association.  Any insertion or
        deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text
        of the original approved document shall apply.  BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer
        generated document.

    
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    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 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 always accessible berth or anchorage at/in a port within its trading range under the Charter (state place/range)
        in the Sellers’ option.

    Notice of Readiness shall not be tendered before:  01/06/2018(date).

    Cancelling Date (see Clauses





            5(c), 6 (a)(i), 6 (a) (iii) and 14): 30/06/2018

    (b) The





        Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with thirty (30), twenty (20), ten (10), five
        (5) and three (3) days’ approximate and two (2) and one (1) days definite notice of the date the Sellers intend to tender Notice of Readiness
        and of the intended place of delivery.

    The Seller shall do best effort not to change the place of delivery after ten (10)
        days notice.  In case the Sellers intend to change the place of delivery after provision of ten (10) days notice to the Buyers, which the Sellers are free to do so if best efforts do not prevent the Sellers from doing so, the Sellers shall inform
        such intention to the Buyers immediately.  The Sellers shall inform the Buyers contact detail of Charterers operation Person In Charge after the execution of this Agreement in order for the Buyers to communicate with and be well informed about
        Vessels itinerary.

    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., without either Party having a claim against the other Party under or in connection with this
          Agreement.

    
      
        	6.	
                Divers Inspection / Drydocking

              


      

    

    (a)*

    
      
        	

              	(i)	
                The Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to
                    the delivery of the Vessel.  Such option shall be declared latest nine (9) days after execution 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

              


      

    

    This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association.  Any insertion or
        deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply.  BIMCO and the Norwegian
        Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

    
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    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 under
          water inspection are unsuitable for such inspection, the Sellers shall at their cost and expense make the Vessel available at a suitable alternative place near





            to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning.  The Sellers may not tender Notice of Readiness prior to
        completion of the underwater inspection.

    
      
        	

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

              


      

    

    Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require
        the aforementioned defects to be rectified before the next class drydocking survey, then the Vessel to be delivered without drydocking and repairs and
        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 three (3) 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 and the Cancelling Date shall be
          postponed accordingly for the number of days required to establish such estimate.

    
      
        	

              	(iii)	
                If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and
                    no suitable dry-docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a).  Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery.  In such event the Cancelling Date shall be extended by the
                    additional time required for the drydocking and extra steaming, but limited to a maximum of fourteen (14) twenty (20) days.

              


      

    

    (iv) In case the expenses related to sub-clauses 6 (ii) and (iii), including but not
        limited to dry-docking expenses, cost of actual repairs, deviation and off-hire costs and expenses whatsoever, exceed the amount of USD 2,000,000.- (United States Dollars Two Million Only), the Buyers shall have the option (not the obligation) to
        cancel this Agreement or to declare within 2 (two) banking days whether they will accept delivery of the Vessel as she is (without drydocking and repairs) against a lump sum compensation up to USD 2,000,000:-(United States Dollars Two Million
        Only), which shall be deducted from the Purchase Price in full and final settlement of all Buyers claims in connection with the damage.  If not and in case that the Agreement will be cancelled In accordance with this clause then the Deposit
        together with interest, if any, shall be released to the Buyers whereafter this Agreement shall become null and void without either party having any claims against the other in relation to this Agreement.

    (b)





          * The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel’s underwater
            parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules.  If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken,

    This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association.  Any insertion or
        deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply.  BIMCO and the Norwegian
        Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

    
      4

      
        


    

    

    

    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 of drydock, including the drydock
            dues and the Classification Society’s fees.  The Sellers shall also pay for these costs and expenses if parts of the tailshalft system are condemned or found defective or broken so as to affect the Vessel’s class.  In all other cases, the
            Buyers shall pay the aforesaid costs and expenses, dues and fees.

    (c) If





        the Vessel is drydocked pursuant to Clause 6(a)(ii) or 6(b) above:

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(iv)	
                The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the
                    Seller’s 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 required such additional time, the Sellers may upon
                    completion of the Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a),
                    the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in drydock or not.

              


      

    

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

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

    
      
        	7.	
                Spares, bunkers and other items

              


      

    

    The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on
        shore.  All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or unused, whether on board or not shall become the Buyers’
        property, but spares on order are 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 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: 1 PC with
          Vessel’s e-mail, 1 SATLINK telecommunication equipment, CITADEL equipment (include list)

    Items on board which are on hire or owned by third parties, listed as follows, are excluded from the
        sale without compensation:

    Liferafts: 2x6TOB + 4x16TOB

    This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association.  Any insertion or
        deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply.  BIMCO and the Norwegian
        Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

    
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    Gas Cylinders:    11x Oxygen Bottles

    6x Acetylene Bottles

    3x Freon Bottles

    1x
          Nitrogen Bottle (include list)

    Items on board at the time of inspection which are on hire or owned by third parties, not listed above,
        shall be excluded from the sale of the Vessel and shall not be replaced or procured by the Sellers prior to delivery at their cost and expense.

    The Buyers shall
            take over remaining bunkers Any bunkers on board are the property of the Charterers (as defined below) and are excluded from the
          sale.  The Buyers shall take over used and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and pails
        and pay either:

    (a)  *the actual net price (excluding 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.  Such quantities to be measured during a Joint survey of the representatives of the Parties on board the Vessel upon or latest three (3) days before delivery.  Then an agreed allowance for consumption for the period
          between the joint survey and the time of actual delivery of the Vessel to be subtracted from the figures during the survey.  Measurements are to be carried out, as far as practicable, with vessel alongside safe port where drafts are readable.

    Should Buyers representative fall to conduct such joint survey the quantities
        established by the Sellers representative shall be deemed accepted by the Buyers and shall form the sole basis for invoicing the remaining quantities.  For lubricants, the actual price paid but, where invoices are not available, the price shall be
        the market price not be older than one month and the quoted market price obtained by the Sellers the day before the date of delivery or if not available the day before that day, in each case for similar lubricants/quantities as takin 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:  Athens Greece

    (a)





          In exchange for payment of the Purchase Price shall provide the Buyers with the following delivery documents as specified in the Addendum No.1 to this agreement which is to be mutually agreed between the parties:

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	(iv)	
                Certificate or Transcript of Registry issued by the 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 be 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

              


      

    

    This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association.  Any insertion or
        deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply.  BIMCO and the Norwegian
        Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

    
      6

      
        


    

    

    

    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
                        cancelling the Vessel’s communication 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 organisation.

              


      

    

    (b) At





        the time of delivery the Buyers shall provide the Sellers with the documents as specified under the Addendum No.1 to this agreement.:

    
      
        	

              	(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 legalised or apostilled (as appropriate).

              


      

    

    (c) If





        any of the documents listed in the Addendum No. 1 Sub
            clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language.

    (d) The





        Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in the Addendum No. 1 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 the Addendum No. 1 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 are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers have the right to take copies.

    (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.  Where the Vessel’s log books are available Tthe Sellers may keep the Vessel’s log books them 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 that the Vessel, at the time of delivery, is free from all charters, except for the Charter (defined below) encumbrances, mortgages and maritime liens or any other claims or 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 any potential claims made against the Vessel which have been incurred

    This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association.  Any insertion or
        deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply.  BIMCO and the Norwegian
        Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

    
      7

      
        


    

    

    

    prior to the time of delivery.

    Any cargo damages that have been incurred before the time and date of delivery are
        not Buyers' responsibility, any cargo damages that have been Incurred after the time and date of delivery shall not be Sellers' responsibility.

    
      
        	10.	
                Taxes, fees and expenses

              


      

    

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

    However, the Vessel shall be delivered free of cargo other than loaded by the Charterers and free of stowaways with her present Class
        maintained without condition/recommendation*, free of average damage affecting the Vessel’s class, and with her classification certificates and national certificates per the documentary addendum referred to in Clause 8, as well as all other
        certificates the Vessel had at the time of inspection, clean, valid and unextended for a minimum period of three (3) months without condition/
        recommendation* by the Classification Society or the relevant authorities and which to be valid for a minimum period of at least three (3) months at the time of delivery.

    The number/condition of lashing materials as of delivery shall be substantially same
        when the Vessel was observed/ inspected by the Buyers, fair wear and tear excepted.  Condition of such lasing materials is based on OSHA requirement.  As to quantity, the Vessel is fitted with lasing as per inventory provided by the Sellers.  The
        lashing will be considered Buyers stock as from the time of delivery of the Vessel.

    4 dent damage in the hull and damage on the stiffener of Panama chock Sellers to
        reimburse Buyers with a lumpsump payment of USD 10,000 (United States Dollars Ten Thousand Only) in full and final settlement of all claims Buyers may have in relation to the aforesaid damages.

    “inspection” in this Clause





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

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

    
      
        	12.	
                Name/markings

              


      

    

    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) and such failure is not remedied within three (3) days following receipt of notice
          of default from the Sellers to the Buyers, 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 all actual, properly documented and direct 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.

    This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association.  Any insertion or
        deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply.  BIMCO and the Norwegian
        Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

    
      8

      
        


    

    

    

    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.

    The Buyers shall pay to the Sellers USD15 per day per person for victualling and
        accommodation.  Communication to be charged at cost.  The Buyers representatives shall leave the Vessel immediately and as early as possible and practical in case this Agreement is terminated or cancelled for whatever reason by either party hereto.

    
      
        	16.	
                Law and Arbitration

              


      

    

    (a)
        *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any
        statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

    The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA)
        Terms current at the time when the arbitration proceedings are commenced.

    The reference shall be to three arbitrators.  A party wishing to refer a dispute to arbitration shall
        appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as
        sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified.  If the other party does not appoint its own arbitrator and give notice that it has done so within the
        fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly.  The
        award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement.

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

    (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, judgement 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:

    This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association.  Any insertion or
        deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply.  BIMCO and the Norwegian
        Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

    
      9

      
        


    

    

    

    For the Buyers:

    Attn:  TKMSI & OMC SnP team

    Email:  tkmasi@dg.mitsui.com, OrientMarine-SNP-TKZOM@dg.mitsui.com

    Telephone:  +81 (3) 3285 4562

    

    

    For the Sellers:

    Eluk Shipping Company Inc.

    c/o Steamship Shipbroking Enterprises Inc.

    Ymittou 6, 17564 Palaio Faliro,

    Athens, Greece

    Tel:  +30 210 9495 360

    Fax:  +30 210 9401 810

    e-mail:  info@stsei.com

    

    

    
      
        	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 thereto.

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

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

    19. CHARTER PARTY

    The Vessel is currently chartered to Maersk Line NS (the
        Charterers) under a time charter party dated 03/07/2017 (as from time to time amended or supplemented, the Charter).

    20. CONFIDENTIALITY

    All negotiations and eventual sale to be kept private and
        confidential between the parties involved, subject however to any disclosure requirement of the U.S. SEC and NASDAQ, Buyers and Sellers Bank or required by law.  Should, however, details of the sale become known of reported on the market, neither
        the Buyers nor the Sellers shall have the right to withdraw from the sale or to fail to fulfil their obligations under this Agreement.

    In case the Sellers are required to disclose to any third
        parties, the Sellers shall inform to the Buyers in advance such intention and discuss about wording in good faith.

    Upon lifting the subject of clause 22 of this Agreement, the
        Sellers shall Issue a press release announcing the sale, without disclosing the name of the Buyers.

    21. EXECUTION

    Upon execution and exchange of authorized signatures via email or
        telefax, this Agreement is valid and binding between the Parties.  Exchange of hardcopies thereafter may be done as a matter of formality only.

    22. SUBJECTS

    This Agreement is subject to lifting Buyers' BOD approval until
        Friday, 18th May 2018 12 hours noon time Athens, Greece.  After the said date and time, this Agreement shall be null and vole without any party having any claim in relation to this Agreement.

    

    

    

    

    	
            For and on behalf of the Sellers

          	
            For and on behalf of the Buyers

          
	
             

          	
             

          
	
            /s/ Maria Diamanti

          	
            /s/ Eiichi Miki

          
	
            Name:  Maria Diamanti

          	
            Name:  Eiichi Miki

          
	
            Title: Attorney-in-fact

          	
            Title:  Director/Vice President

          


    

    

    

    

    

    

    This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association.  Any insertion or
        deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply.  BIMCO and the Norwegian
        Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

    

    

  

  10