Exhibit 10.83


 


Memorandum
of Agreement


 


	 	Norwegian
    Shipbroker’s 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


 


	Copyright: Norwegian Shipbrokers’ Association, Oslo.	Printed by BIMCO’s idea	Explanatory Notes for SALEFORM 2012 are available from BIMCO at www.bimco.org
	 	 	 
	Published by Norwegian Shipbrokers’ Association, Olso and BIMCO, Copenhagen	 	 


 


Dated: 11 September 2014


Adventure Eight S. A., the Trust Company Complex, Ajeltake
Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960 (Name and seller), hereinafter
called the “Seller”, have agreed to sell, and Jupiter Bulker AS, Haakon VIIs gate 1, 0161 Oslo, Norway (Name
of Buyers), hereinafter called the “Buyers”, have agreed to buy:


 


Name of vessel: MV “Free Jupiter”


 


IMO Number: 9264037


 


Classification Society: Bureau Veritas


 


Class Notation: I Bulk Carrier ESP


 


Year of Build: 2002 Builder/yard: Nantong COSCO Khi
Ship Engineering, Nantong Jiangsu, China


 


Flag: Liberia Place of Registration: Monrovia
GT/NT: 27,176/15,533


 


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 New York, Piraeus and Oslo (add additional
jurisdictions as appropriate).


 


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


 


“Charter” means the bareboat charterparty in
respect of the Vessel dated on or about the date here of made between the Buyers (as owners) and the Charterers.


 


“Charterers” means Nemorino Shipping S.A., 80 Board
Street, Monrovia, Liberia


 


“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 _______ (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 USD Account no. 1562254-32,
IBAN CH35 0483 5156 2254 3200 0 BIC:


CRESCHZZ80A (state details of bank account) at
the Sellers’ Bank.


“Sellers” Bank” means Credit Suisse AG,
Postfach 2560, CH-4002 Basel, Switzerland (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.


 


		1.	Purchase Price



 The Purchase Price is USD 12,250,000 (United States
Dollars Twelve Million Two Hundered and Fifty Thousand) (state currency and amount both in words and figures).


 


		2.	Deposit
                                         No Deposit



As security for the correct fulfillment 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



 


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.


 




    	 



    	 



    

  


		(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 join
written instructions of the Parties. Interest, if any, shall be credited to the Buyers. Any fee charged for holding and releasing
the Deposit shall be brone 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
                                         See Clause 19



 


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 Fujairah, U.A.E. (state place)
on 5th August 2014 (state date) and have accepted the Vessel following this inspection and the sale is
outright and definite, subject only to the terms and conditions of this Agreement.


 


(b)* The Buyers shall have
the right to inspect the Vessel’s classification records and declare whether same are accepted or not with                
(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 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 shcheduled 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 alternative; delete whichever
is not applicable. In the absence of deletions, alternative 4(a) shall apply.


 


		5.	Time and place of delivery and notices



(a) The Vessel shall be delivered and taken over
safely afloat at a safe and accessible berth or anchorage or a t sea at/in          
(state place/range) in the Sellers’ option a place to be mutually agreed and between 10th
and 25th September 2014. Notice of Readiness shall not be tendered before: Date to be mutually agreed
between 10 and 25 September 2014(date) 


Cancelling Date (see Clauses 5(c), 6 (a)(i), 6 (a) (iii)
and 14): 30th September 2014


 


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


 


When the Vessel is at the place of delivery and physically ready
for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.


 


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.


 




    	2



    	 



    

  


(c) If the Sellers anticipate that, notwithstanding
the exercise of due diligence by them, the Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers
in writing stating the date when they anticipate that the Vessel will be ready for delivery and proposing a new Cancelling Date.
Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause
14 (Sellers’ Default) within three (3) Banking Days of receipt of the notice or of accepting the new date as the new
Cancelling Date. If the Buyers have not declared their option within three (3) Banking Days of receipt of the Sellers’ notification
or if the Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new Cancelling
Date and shall be substituted for the Cancelling Date stipulated in line 79.


 


If this Agreement is maintained with the new
Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain
unaltered and in full force and effect.


 


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


 


(e) Should the Vessel become an actual, constructive
or compromised total loss before delivery the Deposit together with interest earned, if any, shall be released immediately to
the Buyers whereafter this Agreement shall be null and void.


 


		6.	Divers
                                         Inspeciton / Drydocking



(a)*


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



 


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



 


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


 


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.


 




    	3



    	 



    

  


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



 


(b)*The Sellers shall place the Vessel
in drydock at the port of delivery for inspection by the Classification Society of the Vessel’s underwater parts below the
deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules. If the rudder,
propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect
the Vessel’s class, such defects shall be made good at the Sellers’ cost and expense to the satisfaction of the Classification
Society without condition/recommendation**. In such event the Sellers are also to pay for the costs and expenses in connection
with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society’s fees.
The Sellers shall also pay for these costs and expenses if parts of the tailshaft system are condemned or found defective or broken
so as to affect the Vessel’s class. In all other cases, the Buyers shall pay the aforesaid costs and expenses, dues and
fees.


 


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


 


		(i)	The
                                         Classification Society may require survey of the tailshaft system, the extent of the
                                         survey being to the staisfaciton of the Classification surveryor. If such survey is not
                                         required by the Classification Society, the Buyers shall have the option to require the
                                         tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey
                                         being in accordance with the Classification Society’s rules for tailshaft survey
                                         and consistent with the current stage of the Vessel’s survey cycle. The Buyers
                                         shall declare whether they require the tailshaft to be drawn and surveyed not later than
                                         by the completion of the inspection by the Classification Society. The drawing and refitting
                                         of the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft
                                         system be 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 Sellers’ or the Classification Society
                                         surveyor’s



 


		(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 interfeing with Sellers’ or the Classification
                                         Society surveyor’s work, if any, and without affecting the Vessel’s timely
                                         delivery. If, however, the Buyers’ work in drydock is still in progress when 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 Buyers’ risk, cost
                                         and expense. In the event that the Buyers’ work requires such additional time,
                                         the Sellers may upon completion of the Sellers’ work tender Notice of Readiness
                                         for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a),
                                         the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether
                                         the Vessel is in drydock or net.





 


*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 property of the Buyers. Unused stores and Provisions shall be included in the sale without extra payment
and shall then become the property of the Charterers 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(a) 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: N/A(include list)


 


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



    	 



    



 


Items on board which are on hire or owned by third parties,
listed as follows, are excluded from the sale without compensation: oxygen, acetylene and freon bottles(include list)


 


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


 


The Buyers shall take over remaining
bunkers and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums shall be purchased by the
Charterers directly from the Sellers as further described in Clause 19. and pay either:


		(a)	* the actual net price (excluding barging expenses)
                                         as evidenced or vouchers; or



 


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



 


for the quantities taken over,


 


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


 


“inspection” in this Clause 7,
shall mean the Buyer 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: Oslo, Norway


 


 (a)
in exchange for payment of the Purchase Prise the Sellers shall provide the Buyers with the following delivery documents
(such document to be tabled and sighted by the Buyers in the closing meeting prior to payment of the Purchase Price as per
Clause 19):




		(i)	Two 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 legalized by the Marshall Islands Special Agent notarially
                                         attested and legalized 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 (a) Resolutions of the Sole Director of the
                                         Sellers resolving on the sale of the Vessel to the Buyers, in accordance with the terms
                                         and conditions of the MoA, the execution of which as well as of any addendum(a) to be executed will be approved, and authorizing the issuance of a
Power of Attorney in favor of nominated attorney(s)-in-fact, for execution of the Bill of Sale, signing any addendum(a)
                                         to the MoA, the Protocol of Delivery and Acceptance and any required letters of guarantee,
                                         undertakings, invoices and/or receipts legalized by the Marshall Islands Special Agent
                                         and by apostille. (b) Certificate of Incumbency stating the name of the Sole Director
                                         and Officer and confirming that there has been no alteration in respect of the Sole
                                         Director of the Sellers’ company since the date when the Resolutions under (a)
                                         took place and that the said resolutions and the Power of Attorney issued pursuant thereto
                                         have not been modified or revoked and are in full force and effect, the signature of
                                         the Sole Director issuing said certificate shall be legalised by the Marshal Islands
                                         Special Agent and by apostille, (c) Copies of Sellers’ Articles of Incorporation,
                                         By Laws and Certificate of Incorporation certified as true copies by Sellers’ lawyers,
                                         and (d) Recently issued Good Standing Certificate legalized by apostille:



		(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 by the Marshall Islands Special
                                         Agent and or apostilled (as appropriate);






		(iv)	Certificate or Transcript of Registry issued by the competent authorities of the flag stage on the date of delivery evidencing
the Sellers’ ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to the 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;



 


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.


 




    	5



    	 



    

  


		(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 with the exception of the following
class condition: Dented stbd side shell plating at sheer strake level between frames 111-115, between frames 121-125, between frames
99-101 and slightly with as necessary. Due Date 15 September 2014



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



		(vii)	A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Sellers ownership of 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 Sellers’ ownership of the Vessel shall cease registered with the Vessel’s registry;



		(viii)	Commercial invoice for the Vessel;






		(ix)	Commercial Invoice(s) for bunkers, lubrication and
                                         hydraulic oils and greases;






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






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






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




 


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




 


		(i)	Evidence that all necessary corporate, shareholder
Minutes of meeting of the board of directors of the Buyers signed by a valid quorum (valid quorumto be confirmed n
in writing by Buyers’ lawyers if not signed by all Directors) which shall be duly notarized and apostilled and
other action has been taken the Buyers to approving and authorizing the execution, delivery performance
of this Agreement and the Charter; and





		(ii)	Power of Attorney of the Buyers appointing one or more representatives
                                         to act on behalf of the Buyers in the performance and execution of this Agreement
                                         and the Charter, duly notarially attested with the notary confirming both identify
                                         of the signatory and authority to sigh on behalf of the Buyers and legalised or
                                         apostilled (as appropriate).



		(iii)	Certificate recently issued by the Register of Business
Enterprises in Norway in English in respect of the Buyers stating inter alia (i) the date of incorporation, (ii) corporate name,
(iii) business address, (iv) the general manager/managing director (if any), (v) the Board of Directors (Chairman, Board Members
and Deputy Board Members (if any), (vi) registered signatory powers, notarized and apostilled. Such documents to be tabled and
sighted by the Sellers in the closing meeting prior to the Sellers handing over to the Buyers the Seller’s delivery documents.





		(c)	If any of the documents listed in Sub clauses (a) and (b) above are not in the English language they shall be accompanied by
an English translation b an authorized translator or certified by a lawyer qualified to practice in the country of the translated
language.



 


		(d)	The Parties shall to the extent possible exchange copies,
                                         drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above
                                         for review and comment by the other party not later than _____ (state number
                                         of days), or if loft 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 exchange of documents in Sub-clause (a) and
                                         Sub-clause (b) above the Sellers shall also hand to the Buyers copies of 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.



 


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



    	 



    

  


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


 


(g) The Parties shall sign and deliver to
each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the
Buyers.


 


		9.	Encumbrances



The Sellers warrant that the Vessel, at the time
of delivery, is free from all charters, encumbrances, mortgages and maritime liens or any other debts whatsoever,
and is not subject to Port State or other administrative detentions. The Sellers herby undertake to indemnify the Buyers against
all consequences of claims made against the Vessel which have been incurred prior to the time of delivery.


 


		10.	Taxes, fees and expenses



Any taxes, fees and expenses in connection with
the purchase and registration in the Buyers’ Nominated Flag State shall be for the Buyers’ Charterers’
account as further described in the Charter, 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
and free if stowaways with her Class maintained without condition/recommendation*, free of average damage affecting
the Vessel’s class, and with her classification certificates national and international certificates, as well as
all other condition/reccommendation*, by the Classification Society with the exception of the aforestated condition 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) (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 ledged 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 19 (Payment), the Sellers have the right to cancel this Agreement, in
which case the Deposit together with interest earned, if any, shall be released to the Sellers. If the Deposit does
not cover their loss, the Sellers shall be entitled to claim further compensation for their losses
and for all expenses incurred together with interest.


 


		14.	Sellers’ default



Should the Sellers fail to give Notice of
Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer by the Cancelling
Date the Buyers shall have the option of cancelling this Agreement. If after Notice of Readiness has been given but before
the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not  made physically ready again
by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the
event that the Buyers elect to cancel this Agreement, the Deposit together with interest earned, if any, shall be released to
them immediately.


 


Should the Sellers fail to give Notice of Readiness by the Cancelling
Date or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their
loss and for all expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel
this Agreement.


 


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



    	 



    

  


		15.	Buyers’
                                         representatives N/A



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


 


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


 


		16.	Law and Arbitration



(a)* This
Agreement shall be governed by and construed in accordance with English law and any dispute arising out of 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 is 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 arbitrator may, without
the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the
other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed
by agreement.


 


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


 


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


 


In case where neither the claim nor any
counterclaim exceeds the sum if 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 govemed by and construed in accordance with the laws of Norway (state place) and any dispute arising
out of or in connection with this Agreement shall be referred to arbitration inat Oslo (state
place), subject to the Norwegian Arbitration Act of 2004 and the procedures applicable there.

*16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative
16(a) shall apply.




 


		17.	Notices



All notices to be provided under this Agreement shall
be in writing.


 


Contact details for recipients of notices are as follows:


 


For the Buyers: Jupiter Bulk AS, c/o NRP Business
Management AS, Haakon VIISs gate 1, 0161, Oslo, Norway, attn. Mr. Ragnvald Risan, email r.risan(a)nrp.as, phone+47 22 00 81 81,
fax +47 22 00 81 91.


 


For the Sellers: Adventures Eight S.A. c/o FREEBULKERS
S.A., 10, EI. Venizelou (Panepistimiou)str.,  10671 Athens, Greece, Attn.: I. Varouxakis, email igv(a)freeseas.gr, phone +30
210 4528770, Fax no. +30 210 4291010.


 


		18.	Entire Agreement



The written terms of this Agreement, the Rider
Clause 19 and the Charter to the Charters compromise the entire agreement between the Buyers and the Sellers in relation to
the sale purchase and charter of the Vessel to the Charterers and supersede all previous agreements whether oral
or written between the Parties in relation thereto.


 


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



    	 



    

   


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.


 


Rider Clause 19, attached hereto, shall form an integral
part of this Agreement.


 


In WITNESS HEREOF the Sellers and the Buyers have signed
and executed TWO COPIES of this Agreement the day and year first written.


 





	For and on behalf of the Sellers	 	For and on behalf of the Buyers
	 	 	 
	Name: Adventure Eight S.A.	 	Name: Jupiter Bulker AS
	 	 	 
	Title:	/s/ Ion G. Varouxakis	 	Title:	/s/ Erlend Lous
	 	 	Erlend Lous 
	 	 	Attorney-in-Fact




 





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



    	 



    

 





	
	MV “FREE JUPITER” –
    RIDER CLAUSE TO MEMORANDUM OF AGREEMENT DATED 11 SEPTEMBER 2014 (the “MoA”)
	 







  


		19.	Transaction and Payment



 


This MoA is a part of a transaction involving
the sale, and purchase of the Vessel between the Sellers and the Buyers and charter-back of the Vessel by the Buyers to the Charterers
comprising of (i) this MoA (ii) a guarantee to be issued by FreeSeas Inc. (the “Guarantor”) as security for
the Charterers’ obligations under the Charter. The Sellers and the Charterers are both subsidiaries of the Guarantor.


 


Upon delivery of the Vessel under this
MoA, the Vessel shall simultaneously be delivered under the Charter, and the Buyers’ obligation to take delivery of the Vessel
under this MoA and to pay the Purchase Price is subject to the Charterers taking delivery of the Vessel under the Charter.


 


Under the Charter the Charterers shall
pay a charter hire of USD 5,325 per day (the “Charter Hire”) monthly in advance.


 


In consideration of the Buyers as Owners
granting the options as set out in the Charter to the Charterers, the Charterers have agreed upon delivery of the Vessel from the
Sellers to the Buyers under the MoA to pay to the Buyers as owners a premium in the amount of USD 3,750,000 as further described
in the Charter (the “Option Premium”).


 


Further, the Buyers as owners and the Charterers
have agreed that an amount of USD 250,000 shall be paid by the Charterers to the Buyers upon delivery of the Vessel hereunder as
prepaid charter hire (the “Prepaid Charter Hire”) as further described in the Charter.


 




    	10



    	 



    

  


On delivery of the Vessel but not later
than three Banking Days after the date that Notice of Readiness has been given in accordance with Clause 5 of the MOA the Buyers
shall pay the Purchase Price to the Sellers, less (i) Charter Hire for the first month under the Charter in the amount of
USD 159,750 (the "First Charter Hire"), (ii) the amount of USD 3,750,000 for the Option Premium, (iii) the amount
of USD 250,000 for the Prepaid Charter Hire and (iv) the agreed 0.5% address commission in the amount of USD 61,250 (the "Balance
Purchase Price"). The Balance Purchase Price free of bank charges shall be paid by the Buyers as follows:


 


The Buyers shall prior to closing pre-position
the Balance Purchase Price in Sellers' Bank by a SWIFT MT103 accompanied by a SWIFT MT199 instructing the Sellers' Bank to hold
such funds on a suspense account to the Buyers' order and title until released by the Sellers’ Bank to the Sellers upon receiving
a copy of the Protocol of Delivery and Acceptance duly signed by authorised representatives of the Buyers and the Sellers. Once
all documents to be delivered under Clause 8 of this MoA, including but not limited to evidence that the Vessel is free of encumbrances,
have been exchanged (subject as below agreed), and Protocols of Delivery and Acceptance both under this MoA and the Charter have
been signed, the Buyers and Sellers shall send (i) a copy of the Protocol of Delivery and Acceptance in respect of this MoA, and
(ii) copies of passports of the authorised representatives of the Sellers and Buyers having signed the Protocol of Delivery and
Acceptance, to the Sellers’ Bank whereafter the Sellers' Bank shall release the Balance Purchase Price to the Sellers' Account
and the Buyers shall proceed with the registration of the Vessel in the name of the Buyers.


 


It is agreed that delivery documents to
be exchanged as above stated will be held in trust by the respective parties until the above listed under (i) and (ii) documents
will be send to Sellers' bank . Once said documents will have been sent, delivery documents will be considered fully exchanged.


 


Any compensation payable to the Sellers
in respect of the Option Premium, the Prepaid Charter Hire and the First Charter Hire which shall be deducted from the Purchase
Price shall be settled directly between the Charterers and the Sellers, and the Buyers shall have no obligations or liabilities
in respect thereof. Further, the Charterers shall at delivery purchase directly from the Sellers all bunkers, lubrication oil,
and take over without extra payment unbroached provisions, paints, ropes and other consumable stores in the Vessel as provided
for under the MoA. Any payment in respect thereof shall be settled directly between the Charterers and the Sellers, and the Buyers
shall have no obligations or liabilities in respect thereof.


 




    	11



    	 



    

  


The 0.5% commission payable to Manhattan
Maritime Management shall be paid by the Sellers and the Buyers shall have no obligation in respect thereof.


 


	For the Sellers	 	For the Buyers:
	 	 	 
	/s/ Ion G. Varouxakis	 	/s/ Erlend
    Lous
	Adventure Eight S.A.	 	Jupiter Bulker AS







  




    	12