EX-4.18


  Exhibit 4.18
  

Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. [*****]
indicates that information has been redacted.
  
 

	 			Norwegian Shipbrokers’
Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by BIMCO in 1956.
 Code-name

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



  
  
  


 MEMORANDUM OF AGREEMENT

		1	Dated: 7th April 2021


		2	Poseidon Container Carrier S.A. of Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro, Marshall Islands (Name of sellers), hereinafter called the “Sellers”, have agreed to sell, and


		3	[*****] whose performance hereunder is hereby irrevocably and unconditionally guaranteed, as primary obligor and note merely
as surety, by [*****] (Name of buyers), hereinafter called the “Buyers”, have agreed to
buy:


		4	Name of vessel: m/v ADONIS (ex CMA CGM Uruguay)


		5	IMO Number: 9706310


		6	Classification Society: Lloyd’s Register


		7	Class Notation: +100A1 CONTAINER SHIP, SHIPRIGHT(SDA, FDA PLUS(25, WW), CM, ACS(B)), *IWS, LI,
ECO(BWT, EEDI, IHM), BOXMAX(V,W). +LMC, UMS, NAVI
 Descriptive Notes SHIPRIGHT SERS, SHIPRIGHT BWMP (T), SHIPRIGHT SCM


		8	Year of Build: 2015_ Builder/Yard: Daewoo-Mangalia, Romania


		9	Flag: Malta Place of Registration: La ValettaGT/NT: 96424/59714


		10	hereinafter called the ‘Vessel”, on the following terms and conditions:


		11	Definitions


		12	“Banking Days” are days on which banks are open both in the country of the currency stipulated for


		13	the Purchase Price in Clause 1, {Purchase Price) and in the place of closing stipulated in Clause 8


		14	(Documentation), London, Hamburg, Liberia, Malta, Portugal and Geneva.                    (add additional


Jurisdictions as appropriate).

		15	“Buyers’Nominated Flag...·state”
means either Malta (if Novation Agreement)
or Madeira (if free of charter) (state flag state).


		16	“Class” means the class notation referred to above.


		17	“Classification Society’’ means the Society referred to above.


Charterers: means ZIM Integrated Shipping Services Ltd.

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


		19	“Escrow Agent” means a UK law firm with its London or any Far East office nominated by Sellers, who shall hold the Deposit (and if requested by the
Sellers the Balance Funds) in the names of the Parties, and who shall release same in accordance with and pursuant to the terms of an escrow agreement to be entered into between themselves (acting as escrow agent), the Sellers and the Buyers (the
“Escrow Agreement’). The Parties agree that HFW, WFW, Hill Dickinson and Ince & Co are deemed acceptable.


“Deposit Holder” means
                             (state name and location of Deposit Holder) or, if left blank,
the

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


“First MOA” means the memorandum of agreement to be entered between Sellers as buyer and
 HAI KUO SHIPPING 1989C
LIMITED, of Level 54, Hopewell Centre, 183 Queen’s Road East,
 Hong Kong (registered owner) being the current registered owner of the Vessel (the “First
 Sellers”) as seller.

 
 

“First MOA Payment” has the meaning given to it in Clause 3.

“First PoDA” means the protocol of delivery and acceptance for the Vessel under the First MOA.

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


		22	registered letter, e-mail or telefax.

 ”MOA PoDA” means the
protocol of delivery and acceptance for the Vessel between the Sellers and the Buyers as per Clause 8.

		23	“Parties” means the Sellers and the Buyers.


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


		25	“Sellers’ Account” means the account or accounts to he notified by the Sellers to
the Buyers for
 receipt of the Purchase Price. (state details of bank account) at the Sellers’ Bank.


		26	“Sellers’ Bank” means the bank or banks to be (state name of bank, branch and details) or, if left blank, the bank.


		27	notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price.


“Time Charter” means
[*****]

		28	1.Purchase Price


		29	 The Purchase Price is US$ 96,000,000.- {United States Dollars ninety six million) (state currency
 and amount both in words and figures).


		30	2.Deposit.


		31	As security for the correct fulfillment of this Agreement the Buyers shall lodge a deposit of


		32	% (            per cent) or, if left blank, 10% (ten per cent), of the Purchase Price (the


		33	“Deposit”) in an interest bearing account for the Parties with the
Escrow Agent Deposit Holder
 within three (3)


		34	Banking Days·after the date that:


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


		36	telefax; and


		(ii)	the Escrow Agreement has been signed by the Parties and the Escrow Agent and changed by e-mail or telefax; and


		37	(iii)the Escrow Agent Deposit Holder has confirmed in writing to the Parties that the account
 has been


		38	opened.


		39	The Deposit shall be released in accordance with joint written instructions of the Parties.


		40	Interest, if any, shall be credited to the Buyers. Any fee charged for holding and releasing the


		41	Deposit shall be borne equally by the Parties. The Parties shall provide to the Escrow
Agent 
 Deposit Holder


		42	all necessary documentation to open and maintain the account without delay.

 

		43	3. Payment

 (A)        At the
time of delivery of the Vessel to the Buyers under this Agreement (which shall occur immediately after the delivery of the Vessel by the First Sellers to the Sellers as buyers under the First MOA) 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 (the “Balance Funds’’) shall be paid or released (as the case may be) in accordance with the provisions of Clause 3.

(B)       All amounts due and payable by the Buyers under this Agreement shall be paid
free of bank charges.
 (C)       Two (2) Banking Days prior to the anticipated
delivery date of the Vessel (as notified in
 writing by Sellers to the Buyers in accordance with Clause 5 (Notices, time and place of delivery), the Buyers shall lodge an amount equivalent to the Balance Funds (which shall remain at the orders of
the Buyers or its financiers until delivery) at Sellers’ option as per below alternatives to be advised by Sellers to Buyers not later than five (5) Banking Days prior to delivery:

(i)       Option A: by way of one conditional payment order MT199 bank transfer (
“MT199’’) to be
 held to the Buyers’ (or their financiers) order:

(a)       to the bank or an escrow agent related to the First Sellers any part of the
Balance Funds due to the First Sellers under the First MOA (the “First. MOA Payment’’), with an instruction that the amount so remitted shall be payable and released to the First Sellers only against presentation by the First
Sellers to their bank or escrow agent of (i) a pdf/copy of the timed and dated First PoDA
 and (ii) a pdf/copy of the timed and dated MOA PoDA duly executed by the authorized signatories of the Sellers and the Buyers, as identified in the MT199
and any release instructions as may be required to an escrow agent; and

(b)       any part of the Balance Funds not remitted as (a) above to the bank or an escrow
agent of the First Sellers and to be paid to the Sellers under this Agreement as may be adjusted in accordance with this Agreement (the “Sellers’ Portion”) in an escrow account held with the Escrow Agent in accordance with and
pursuant to the Escrow Agreement to be held in the sole name of the Buyers and to be released in favour of the Sellers to Sellers’ Account and remitted by the Escrow Agent on closing to the Sellers to Sellers’ Account (together with the
Deposit) ,
 The MT199 shall provide that if the pre-positioned funds are not released within the period of
five
 (5) Banking Days from the date of receipt by the First Sellers bank the funds shall immediately be returned
to the Buyers -Interest (if any) accrued shall be/or the Buyers’ account.

(ii)       Option B: in an escrow account held with an Escrow Agent in accordance with and
pursuant to the Escrow Agreement to be held in the sole name and order of the Buyers and to be released in favour of the Sellers to Sellers’ Account as regards the Sellers’ Portion (together with the Deposit) and to Sellers’ order
in favour of the First Sellers and remitted by the Escrow Agent upon delivery of the Vessel

(D)       Any cost related to the payment under this Clause 3 (irrespective of whether
Option 1 or 2 is selected) shall be shared equally between the Buyers and Sellers.

		44	On delivery of the Vessel, but not later than three 3) Banking Days after the date that Notice of


		45	Readiness has been given in accordance with Clause 5 (Time and place of delivery and


		46	notices):


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


		48	(ii)the balance of the Purchase Price and all other sums payable on delivery by the Buyers 


		49	to the Sellers under this Agreement shall be paid in full free of bank charges to the


		50	Sellers’ Account.


		51	4.Inspection


		52	(a)*The Buyers have inspected and accepted the Vessel’s classification records. The Buyers have
 waived their right to inspect the Vessel and have


		53	have also inspected the Vessel at/in                      (state place)
on                      (state date) and have


		54	accepted the Vessel following this inspection and therefore the sale is outright and definite, subject
 only


		55	to the terms and conditions of this Agreement.


		56	(b) *The Buyers shall have the right to inspect the Vessel’s classification records and declare


		57	whether same are accepted or not within                 (state date/period).


		58	The Sellers shall make the Vessel available for inspection
at/in                      (state place/range) within


		59	(state date/period).


		60	The Buyers shall undertake the inspection without undue delay to the Vessel: Should the


		61	Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.


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


		63	During the inspection, the Vessel’s deck and engine log books shall be made available for


		64	examination by the Buyers.


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


		66	Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from


		67	the Buyers within seventy-two (72) hours after completion of such inspection or after the


		68	date/last day of the period stated in Line 59, whichever is earlier.


		69	Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of


		70	the Vessel’s classification records and/or of the Vessel not be received by the Sellers as


		71	aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the


		72	Buyers, whereafter this Agreement shall be null and void.


		73	*4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions,


		74	alternative 4(a) shall apply.


		75	5.Time and place of delivery and notices


		76	(a) The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or


		77	anchorage at/in within the Vessel’s trading area as per the Time Charter
(state place/range) in
 the Sellers’ option.


		78	Notice of Readiness shall not be tendered before: 15th July 2021 in the Sellers’
option (date)


		79	Cancelling Date (see Clauses 5(c), 6 (a)(i), 6(a) (iii), and 14 and
19): 31st August 2021 in Buyers’
 option


(i)       Subject always to subparagraph (ii), if at any time prior to tendering Notice of
Readiness for delivery the position at the intended place of delivery has changed such that the Sellers would
 not be able to comply with their obligations under this Agreement were the Vessel to be
 delivered at such place due to Covid19
local restrictions, the Sellers shall be entitled to
 nominate another place of delivery within the range specified in Clause 5 of this Agreement
 where the Buyers are able to embark their crew acceptable to Buyers whose acceptance shall be
given within one (1) Banking Day and shall not be unreasonably withheld or conditioned and
 which shall have due regard to mitigating additional costs for the Sellers and minimising
 disruption to the Charterer’s service and use of the
Vessel (“Alternative Place of Delivery”). In
 such event, the Cancelling Date shall be extended by the time taken to agree on Alternative Place of Delivery and for the Vessel to move from her location at the time of the new

nomination until she arrives at the Alternative Place of Delivery.
 

(ii)       Notwithstanding anything to the contrary in sub-paragraph (i) above, in the
event that either the Sellers or the Vessel at the place of delivery (whether it be the original intended place of
 delivery or the Alternative Place of Delivery) are subject to a quarantine (but thereafter can
 perform / comply with their
obligations under this Agreement) then the Sellers shall have the
 option of delivering the Vessel at such place after the expiry of the relevant quarantine period and the Cancelling Date shall be extended by such period.

Any additional expenses, including but not limited to additional bunkers consumed, harbour
 dues, screening, cleaning,
fumigating and/or quarantining the Vessel and its crew (together the “Relocation Expenses”) arising directly or indirectly from a delay in the performance of the obligations of either party under this Agreement as a result of
delays/restrictions/measures
 arising due to Covid-19 or proceeding to an Alternative Place of Delivery instead of the place of delivery originally nominated in accordance with Clause 5 shall be shared on a 50/50 basis,
 against presentation
of reasonable supporting documentation Payment under this Clause shall
 be made at the same time and place and in the same currency as the Purchase Price:

In the event that it is not possible to deliver the Vessel within the range of delivery places set out in Clause 5(a) of this
Agreement, the Sellers and the Buyers shall use their best endeavours,
 acting in good faith, to find another place at which delivery can be given and the Buyers shall
 not be entitled to exercise any right of cancellation under this Agreement
until such time as it is clear that no agreement can be reached.

		80	(b) The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall


		81	provide the Buyers with thirty (30), twenty (20), ten (10), five (5) and three (3) days’
 approximate notice and one (1) day definite notice of the date the


		82	Sellers intend to tender Notice of Readiness and of the intended place of delivery.


		83	When the Vessel is at the place of delivery and physically ready for delivery in accordance with


		84	this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.


		85	(c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the


		86	Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing


		87	stating the date when they anticipate that the Vessel will be ready for delivery and proposing a


		88	new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of


		89	either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within one
(1) 
 three (3)


		90	Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date.


		91	If the Buyers have not declared their option within one (1) three (3) Banking Days of receipt of the


		92	Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’


		93	notification shall be deemed to be the new Cancelling Date and shall be substituted for the


		94	Cancelling Date stipulated in line 79.


		95	If this agreement is maintained with the new Cancelling Date all other terms and conditions


		96	hereof including those contained in Clauses 5(b) and S(d) shall remain unaltered and in full


		97	force and effect.


		98	(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely


		99	without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’


		100	Default) for the Vessel not being ready by the original Cancelling Date.


		101	(e) Should the Vessel become an actual, constructive or compromised total loss before delivery


		102	the Deposit together with interest earned, if any, shall be released immediately to the Buyers


		103	whereafter this Agreement shall be null and void.

 

		104	6.Divers Inspection/ Drydocking


		105	(a)*


		106	(i)The Buyers herewith declare shall have the option at their cost and expense to arrange for
 an underwater


		107	inspection by a diver approved by the Classification Society prior to the delivery of the


		108	Vessel. The underwater inspection may take place at a port/place prior to arrival at the
 place
of delivery and shall be organised and arranged by the Sellers and paid for by the
 Buyers (in such event, the Sellers shall provide the Buyers on delivery with a letter of
 undertaking that to the best of Sellers knowledge and belief the
Vessel has not touched
 bottom or grounded from the time of said inspection until delivery). Such option shall be
 declared latest nine (9) days
prior to the Vessel’s intended


		109	date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this


		110	Agreement. The Sellers shall at their cost and expense make the Vessel available for


		111	such inspection. This inspection shall be carried out without undue delay and in the


		112	presence of a Classification Society surveyor arranged for by the Sellers and paid for by


		113	the Buyers at the time of closing. The Buyers’ representative) shall have the right to be
 present at the diver’s 


		114	inspection as observer(s) only without interfering with the work or decisions of the


		115	Classification Society surveyor. The extent of the inspection. -and the conditions under


		116	which it is performed shall be to the satisfaction of the Classification Society. If the


		117	underwater inspection is scheduled for the place of delivery but the conditions at the

place of delivery are unsuitable for such inspection (other than for any reason set out in
 Clause 5 (b), in which case the provisions of Clause 5 (b) will apply), the Sellers shall at 


		118	their cost and expense make the Vessel available at a suitable alternative place near to


		119	the delivery port, in which event the Cancelling Date shall be extended by the additional


		120	time required for such positioning and the subsequent re-positioning unless otherwise

mutually agreed. The Sellers may


		121	not tender Notice of Readiness prior to completion of the underwater inspection.


		122	(ii)If the rudder, propeller, bottom or other underwater parts below the deepest load line are


		123	found broken, damaged or defective so. as to affect the Vessel’s class, then (1) unless


		124	repairs can be carried out afloat to the’ .satisfaction of the Classification Society, the


		125	Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by


		126	the Classification Society of the Vessel’s underwater parts below the deepest load line,


		127	the extent of the inspection being ·in accordance with the Classification Society’s rules (2)


		128	such defects shall be made good by the Sellers at their cost and expense to the


		129	satisfaction of the Classification Society without condition/recommendation** and (3) the


		130	Sellers shall pay for the underwater inspection and the Classification Society’s


		131	attendance.


		132	Notwithstanding anything to the contrary in this Agreement, if the Classification Society


		133	do not require the aforementioned defects to be rectified before the next class


		134	drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects


		135	against a deduction from the Purchase Price of the estimated direct cost (of labour and


		136	materials) of carrying out the repairs to the satisfaction of the Classification Society,


		137	whereafter the Buyers shall have no further rights whatsoever in respect of the defects


		138	and/or repairs. The estimated direct cost of the repairs shall be the average of quotes for


		139	the repair work obtained from two reputable independent shipyards in the
People’s at or in
 the vicinity of


		140	the port of delivery Republic of China, one to be obtained by each of the Parties within two
 (2) three (3) Banking 


		141	Days from the date of the imposition of the condition/recommendation, unless the Parties


		142	agree otherwise. Should either of the Parties fail to obtain such a quote within the


		143	stipulated time then the quote duly obtained by the other Party shall be the sole basis for


		144	the estimate of the direct repair costs. The Sellers shall may not re-tender Notice of
 Readiness upon


		145	prior to such estimate having been established.

 Notwithstanding anything to the
contrary in this Agreement, the Cancelling Date shall
 be automatically extended for the time required to either i) agree the deduction from the
 Purchase Price as set out above, or ii) for the repairs to be carried out afloat pursuant to

6 (a) (ii), if such delay(s) in reaching an agreement on the deduction of the Purchase
 Price or performing repairs to the Vessel afloat would lead to the Vessel missing its
 Cancelling Date.

 
 

		146	(iii)If the Vessel is to be drydocked pursuant to Clause 6(a) (ii) and no suitable dry-docking


		147	facilities are available at the port of delivery, the Sellers shall take the Vessel to a port


		148	where suitable drydocking facilities are available, whether within or outside the delivery


		149	range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the


		150	Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose


		151	of this Clause, become the new port of delivery. In such event the Cancelling Date shall


		152	be extended by the additional time required for the drydocking and extra steaming, but


		153	limited to a maximum of forty-five (45) fourteen (14) days.


		154	(b) *The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the


		155	Classification Society of the Vessel’s underwater parts below the deepest load line, the extent


		156	of the inspection being in accordance with the Classification Society’s Rules. If the rudder,


		157	propeller, bottom or other underwater parts below· the deepest load line are found broken,


		158	damaged or defective so as to affect the Vessel’s class, such defects shall be made good at the


		159	Seller’s cost and expense to the satisfaction of the Classification Society without


		160	condition/recommendation**. In such event the Sellers are also to pay for the costs and


		161	expenses in connection with putting the Vessel in and taking her out of drydock, including the


		162	drydock dues and the Classification Society’s fees. The Sellers shall also pay for these costs


		163	and expenses if parts of the tailshaft system are condemned or found defective or broken so as


		164	to affect the Vessel’s class. In all other cases, the Buyers shall pay the aforesaid costs and


		165	expenses, dues and fees.


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


		167	(i)The Classification Society may require survey of the tailshaft system, the extent of the


		168	survey being to the satisfaction of the Classification Society surveyor. If such survey is


		169	not required by the Classification Society, the Buyers shall have the option to require the


		170	tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey


		171	being in accordance with the Classification Society’s rules for tailshaft survey and


		172	consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare


		173	whether they require the tailshaft to’ be drawn and surveyed not later than by the


		174	completion of the inspection by the Classification Society. The drawing and refitting of


		175	the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be


		176	condemned or found defective so as to affect the Vessel’s class, those parts shall be


		177	renewed or made good at the Sellers’ cost and expense to the satisfaction of the


		178	Classification Society without condition/recommendation**.


		179	(ii)The costs and expenses relating to the survey of the tailshaft system shall be borne


		180	by the Buyers unless the Classification Society requires such survey to be carried out or if


		181	parts of the system are condemned or found defective or broken so as to affect the


		182	Vessel’s class, in which case the Sellers shall pay these costs and expenses.


		183	(iii)The Buyers’ representative(s) shall have the right to be present in the drydock, as


		184	observer(s) only without interfering with the work or decisions of the Classification


		185	Society surveyor.


		186	(iv)The Buyers shall have the right to have the underwater parts of the Vessel cleaned


		187	and painted at their risk, cost and expense without interfering with the Sellers’ or the


		188	Classification Society surveyor’s work, if any, and without affecting the Vessel’s timely


		189	delivery. If, however, the Buyers’ work in drydock is still in progress when the


		190	Sellers have completed the work which the Sellers are required to do, the additional


		191	docking time needed to complete the Buyers’ work shall be for the Buyers’ risk, cost and


		192	expense. In the event that the Buyers’ work requires such additional time, the Sellers


		193	may upon completion of the Sellers’ work tender Notice of Readiness for delivery whilst


		194	the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be


		195	obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in


		196	drydock or not.


		197	*6(a) and 6(b) are alternatives; delete whichever is not applicable. In the absence of deletions,


		198	alterative 6(a) shall apply.


		199	**Notes or memoranda, if any, in the surveyor’s report which are accepted by the Classification


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

  



		201	7.Spares, bunkers and other items


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


		203	and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or


		204	spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection this
 Agreement


		205	used or unused , whether on board or not shall become the Buyers’ property, but spares on


		206	order are excluded. Forwarding charges, if any, shall be far the Buyers’ account. The Sellers


		207	are not required to replace spare parts including spare tail-end shaft(s) and spare


		208	propeller(s)/propeller blade(s)·which are taken out of spare and used as replacement prior to


		209	delivery, but the replaced items shall be the property of the Buyers. Unused stores and


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


		211	Library and forms exclusively for use in the Sellers’ vessel(s) and captain’s, officers’ and crew’s


		212	personal belongings including the slop chest are excluded from the sale without compensation. ,


		213	as well as the following additional items:(include list)




		214	Items on board which are on hire or owned by third parties, listed as follows, are excluded from


		215	the sale without compensation:(include list)


		-	ECDIS (electronic charts), and /SF Watchkeeper software program


		-	NAVTOR NAVBOX and 2 NAVSTICKS, Power Supply and Octocoupler


		-	VIKING LIFE RAFTS 4x16 Persons and 2x6 Persons


		-	Refillable cylinders (Ox, Ac, Freon)


		-	FX60 Antenna & SC SIGMA Xtreme Rack


		-	1 FBB Antenna and BDU (VSAT Backup)


		-	Fleet phone (Antipiracy)


		-	Server Hard Disk drives


		-	NAS device


		-	All laptop & hard drives


		-	Chrts hired items: reefer spare kits


		216	Items on board at the time of inspection -which are on hire or owned by third parties, not listed


		217	above, shall be replaced or procured by the Sellers prior to delivery at their cost and expense.


		218	The Buyers shall take over remaining bunkers (unless they are the property of the
Charterers) 
 and unused lubricating and hydraulic oils and


		219	greases in storage tanks and unopened drums and pay either:


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


		221	(b)*the current net market price (excluding barging expenses) at the port and date of delivery


		222	of the Vessel or, if unavailable, at the nearest bunkering port,


		223	for the quantities taken over.

 The quantities of the bunkers (unless they are the property of
the Charterers) and unused
 luboils remaining on board shall be measured jointly by the Sellers and the Buyers
 representatives on board one (1) Banking Day prior to the expected date of delivery with an
 allowance for consumption to be
calculated until the expected time of physical delivery. The
 allowance to be adjusted in case of a later then calculated delivery.

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


		225	currency as the Purchase Price.


		226	“inspection” in this Clause 7, shall mean the Buyers’ inspection according to Clause 4. (a) or(b)


		227	(Inspection), if applicable. If the Vessel is taken over without inspection, the date of this


		228	Agreement shall be the relevant date.


		229	*(a) and (b) are alterative, delete whichever is not applicable. In the absence of deletions


		230	alternative (a) shall apply.

 

		231	8.Documentation


		232	The place of closing: e-closing


		233	(a) In exchange for payment of the Purchase Price the Sellers shall provide the Buyers with the


		234	following delivery documents: to be mutually agreed and which
shall comply with the Buyers’
 Nominated Flag State and registry and to form part of an addendum to this Agreement.


		235	(i)Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State,


		236	transferring title of the Vessel and stating that the Vessel is free from all mortgages,


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


		238	and legalised or apostilled, as required by the Buyers’ Nominated Flag .State;


		239	(ii)Evidence that all necessary corporate, shareholder and other action has been taken by


		240	the Sellers to authorise the execution, delivery and performance of this Agreement;


		241	(iii)Power of Attorney of the Sellers appointing one or more representatives.to act on behalf


		242	of the Sellers in the performance of this Agreement, duly notarially attested and legalised


		243	or apostilled (as appropriate);


		244	(iv)Certificate or Transcript of Registry issued by the competent authorities of the flag state


		245	on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the


		246	Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by


		247	such authority to the closing meeting with the original to be sent to the Buyers as soon as


		248	possible after delivery of the Vessel;


		249	(v)Declaration of Class or (depending on the Classification Society) a Class Maintenance


		250	Certificate issued within three (3) Banking Days prior to delivery confirmation that the


		251	Vessel is in Class free of condition/recommendation;


		252	(vi)Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of


		253	deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that


		254	the registry does not as a matter of practice issue such documentation immediately, a


		255	written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith


		256	and provide a certificate or other official evidence of deletion to the Buyers promptly and 


		257	latest within four (4) weeks after the Purchase Price has been paid and the Vessel has


		258	been delivered;


		259	(vii)A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the


		260	Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry


		261	does not as a matter of practice issue such certificate immediately, a written undertaking


		262	from the Sellers to provide the copy of this certificate promptly .upon it being issued


		263	together with evidence of submission by the Sellers of a duly executed Form 2 stating


		264	the date on which the Vessel shall cease to be registered with the Vessel’s registry;


		265	(viii)Commercial Invoice for the Vessel;


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


		267	(x)A. copy of the Sellers’ letter to their satellite communication provider cancelling the


		268	Vessel’s communications contract which is to be sent immediately after delivery of the


		269	Vessel;


		270	(xi)Any additional documents as may reasonably be required by the competent authorities of


		271	the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the


		272	Buyers notify the Sellers of any such documents as soon as possible after the date of


		273	this Agreement; and


		274	(xii)The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not


		275	black listed by any nation or international organisation.


		276	(b) At the time of delivery the Buyers shall provide the Sellers with:
delivery documents to be 
 mutually agreed and to form part of an addendum to
this Agreement.


		277	(i)Evidence that all necessary corporate, shareholder and other action has been taken by


		278	the Buyers to authorise the execution, delivery and performance of this Agreement; and


		279	(ii)Power of Attorney of the Buyers appointing one or more representatives to act on behalf


		280	of the Buyers in the performance of this Agreement, duly notarially attested and legalised


		281	or apostilled (as appropriate).


		282	(c) If any of the documents listed in the Addendum Sub clauses (a) and (b) above are not in the
 English


		283	language they shall be accompanied by an English translation by an authorised translator or


		284	certified by a lawyer qualified to practice in the country of the translated language.


		285	(d) The Parties shall to the extent possible exchange copies, drafts or samples of the


		286	documents listed in the Addendum Sub clause (a) and Sub clause (b) above for review and
 comment by the


		287	other party not later than seven (7) (state number of days), or if left blank, nine (9) days prior to


		288	the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to


		289	Clause 5(b) of this Agreement.


		290	(e) Concurrent with the exchange of documents in the Addendum Sub clause (a) and Sub clause (b) above, 


		291	the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans,


		292	drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other


		293	certificates which are on board the Vessel shall also be handed over to the Buyers unless the


		294	Sellers are required to retain same, in which case the Buyers have the right to take copies.


		295	(f) Other technical documentation which may be in the Sellers’ possession shall promptly after


		296	delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep


		297	the Vessel’s log books but the Buyers have the right to take copies of same.


		298	(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance


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


		300	9.Encumbrances


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


		302	encumbrances, mortgages and maritime liens or any other debts whatsoever, and is not subject


		303	to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the


		304	Buyers against all consequences of claims made against the Vessel which have been incurred


		305	prior to the time of delivery. ·


		306	10.Taxes, fees and expenses


		307	Any taxes, fees and expenses in connection with the purchase and registration in the Buyers’


		308	Nominated Flag State shall be for the Buyers’ account, whereas similar charges in connection


		309	with the closing of the Sellers’ register shall be for the Sellers’ account.


		310	11. Condition on delivery


		311	The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is


		312	delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be


		313	delivered and taken over as she was at the date time of inspection this Agreement, fair wear and
 tear excepted.


		314	However, the Vessel shall be delivered free of cargo and free of stowaways with her Class


		315	maintained without condition/recommendation*, free of average damage affecting the Vessel’s


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


		317	certificates the Vessel had at the time of inspection, clean, valid and unextended if with
 Time Charter attached (however if free of Time Charter then clean, valid but maybe
extended) without


		318	condition/recommendation* by the Classification Society or the relevant authorities at the time


		319	of delivery if the Vessel is delivered after the Time Charter expiration then the Vessel has to be
delivered free of cargo.


		320	“inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4. (a) or


		321	4(b) (inspection), if applicable. If the Vessel is taken over without inspection, the date of this


		322	Agreement shall be the relevant date.

 

		323	*Notes and memoranda, if any, in the surveyor’s report which are accepted by the Classification


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


		325	12. Name/markings


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


		327	markings.


		328	13. Buyers’ default


		329	Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the


		330	right to cancel this Agreement, and they shall be entitled to claim compensation for their losses


		331	and for all expenses incurred together with interest.


		332	Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers


		333	have the right to cancel this Agreement, in which case the Deposit together with interest


		334	earned, if any, shall be released to the Sellers. If the Deposit does not cover their loss, the


		335	Sellers shall be entitled to claim further compensation for their losses and for all expenses


		336	incurred together with interest.


		337	14. Sellers’ default


		338	Should the Sellers fail to give Notice of Readiness in accordance with. Clause 5(b) or fail to be


		339	ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the


		340	option of cancelling this Agreement. If after Notice of Readiness has been given but before


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


		342	made physically ready again by the Cancelling Date and new Notice of Readiness given, the


		343	Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this


		344	Agreement, the Deposit together with interest earned, if any, shall be released to them


		345	immediately.


		346	Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to


		347	validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers


		348	for their loss and for all expenses together with interest if their failure is due to proven


		349	negligence and whether or not the Buyers canceI this Agreement.


		350	15. Buyers’ representatives


		351	After this Agreement has been signed by the Parties and the Deposit has been lodged, the


		352	Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and


		353	expense for the last fifteen (15) days prior delivery. The right of the Buyers shall be subject to
i)
 the Charterers consent and ii) Buyers representatives providing negative Covid-19 test results
 within 36 hours prior to embarkation at the intended port. Sellers shall exercise reasonable
 efforts to obtain Charterers
consent.

 After embarkation, the
Buyers representatives will strictly adhere to the Vessels health and
 safety protocols relating to Covid-19 at all times, which shall include but not be limited to
 submitting daily temperature readings and wearing face masks, and if
requested by the master,
 to immediately self-isolate should they show symptoms or signs of infection. Sellers shall exercise reasonable efforts to obtain Charterers consent.

		354	These representatives are on board for the purpose of familiarisation and in the capacity of


		355	observers only, and they shall not interfere in any respect with the operation of the Vessel. The


		356	Buyers and the Buyers’ representatives shall sign the Sellers and
Charterers’ P&I Club’s standard
 letter of


		357	indemnity prior to their embarkation and at all times adhere to the lawful the Vessel’s
Master.

 Any off hire due to the
Buyers’ representatives to be for Buyers account.
 The Buyers shall also reimburse the Sellers at cost for any other
costs/expenses incurred as a result of the Buyers representative’s embarkation, as evidenced by supporting documentation.

		358	16. Law and Arbitration


		359	(a) This Agreement shall be governed by and construed in accordance with English law and


		360	any dispute arising out of or in connection with this Agreement shall be referred to arbitration in


		361	London in accordance with the Arbitration Act 1996 or any statutory modification or re-


		362	enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

 

		363	The arbitration shall be conducted in accordance with the London Maritime Arbitrators


		364	Association(LMAA)Terms current at the time when the arbitration proceedings are


		365	commenced.


		366	The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall


		367	appoint its arbitrator and send notice of such appointment in writing to the other party requiring


		368	the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and


		369	stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own


		370	arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the


		371	other party does not appoint its own arbitrator and give notice that it has done so within the


		372	fourteen (14) days specified, the party referring a dispute to arbitration may, without the


		373	requirement of any further prior notice to the other party, appoint its arbitrator as solerbitrator


		374	and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on


		375	both Parties as if the sole arbitrator had been appointed by agreement.


		376	In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the


		377	arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at


		378	the time when the arbitration proceedings are commenced.


		379	(b) *This Agreement shall be governed by and construed in accordance with Title 9 of the


		380	United States Code and the substantive law (not including the choice of law rules) of the State


		381	of New York and any dispute arising out of or in connection with this Agreement shall be


		382	referred to three (3) persons at New York, one to be appointed by each of the parties hereto,


		383	and the third by the two so chosen; their decision or that of any two of them shall be final, and


		384	for the purposes of enforcing any award, judgment may be entered on an award by any court of


		385	competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the


		386	Society of Maritime Arbitrators, Inc.


		387	In cases where neither the claim nor any counterclaim exceeds the sum of US$ 100,000 the


		388	arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the


		389	Society of Maritime Arbitrators, Inc.


		390	(c) This Agreement shall be governed by and construed in accordance with the laws of


		391	(state place) and any dispute arising out of or in connection with this Agreement shall be


		392	referred to arbitration at                        (state place), subject to the procedures
applicable there.


		393	*16(a), 16(b) and 16(c) are alternatives; .delete whichever is not applicable. In the absence of


		394	deletions, alternative 16(a) shall apply.


		395	17. Notices


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


		397	Contact details for recipients of notices are as follows:


		398	For the’ Buyers: via the brokers


		399	For the Sellers: via the brokers


		400	18. Entire Agreement


		401	The written terms of this Agreement comprise the entire agreement between the Buyers and


		402	the Sellers in relation to the sale and purchase of the Vessel and supersede all previous


		403	agreements whether oral or written between the Parties in relation thereto.


		404	Each of the Parties acknowledges that in entering into this Agreement it has not relied on and


		405	shall have no right or remedy in respect of any statement, representation, assurance or


		406	warranty (whether or not made negligently) other than as is expressly set out in this Agreement.


		407	Any terms implied into this Agreement by any applicable statute or law are hereby excluded to


		408	the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude


		409	any liability for fraud.

 
 19.
Novation of the Time Charter
 The Vessel to be delivered with balance of her Time Charter. A Tripartite Novation Agreement to be

mutually agreed and signed by Buyers, Sellers and Charterers once the Deposit has been lodged
 pursuant to Clause 2.
 No changes or
addenda to the Time Charter shall be negotiated or agreed between Sellers and
 Charterers without Buyers written prior approval (which not be unreasonably withheld, delayed or conditioned).

Notwithstanding the above, in case no mutual agreement on the Tripartite Novation Agreement
 can be made with reasonable effort by 1st July
2021, Vessel to be delivered at the end of the Time
 Charter and Vessel’s laycan to be amended accordingly with effect that the Cancelling date shall be automatically extended to fall thirty (30) days from the date the Vessel is redelivered
by Charterers to Sellers under the terms of the Time Charter.
 The Charterers will be informed of the sale of the Vessel and intention
to novate the
 Time-Charter only once the Deposit has been lodged with the Escrow Agent pursuant to Clause 2.
 (Deposit).

Furthermore, the Buyers hereby agree and undertake to the Sellers that, prior to the Deposit
 being lodged, they shall not (whether directly or
through brokers) make any attempts to directly
 contact/communicate with the Charterers in relation to this’ Agreement, or the transactions
 contemplated herein, at any time. Once the Deposit has been lodged, the Buyers may
communicate
 with Charterers in relation to the Time-Charter novation.
 20.       Sanction

 The Sellers and the Buyers represent and warrant to each other as of the date hereof and at the
 date of delivery that none of
them, nor any of their shareholders, are a person or entity
 listed or targeted by any sanctions issued by the United Nations, the United States, the United Kingdom,
 Switzerland or the European Union (“Sanctions’’) or owned
or controlled by any of the foregoing
 (“Restricted Person’’).
 The Sellers further represent and warrant as of
the date hereof and at the date of delivery that the
 Vessel is not a Restricted Person and has not engaged in any activity or trade restricted under
 Sanctions or that might lead the Vessel to become a Restricted Person.

If at any time before delivery there is a breach of any representation contained under paragraph 1
 or 2, the non-breaching party may terminate
this Agreement by giving written notice to the other
 party.

21.       Confidentiality

The negotiations and the terms and conditions of this Agreement shall be kept strictly private and
 confidential between Buyers and Sellers and
not details of this sale shall be disclosed to any third
 party except/or any public announcements or regulatory filings required and/or in accordance with
 NASDAQ/SEC filings. A breach of this confidentiality clause shall, however, not
entitle any of the
 Parties to terminate this Agreement.
 22.       Counterpart 

This Agreement may be executed in counterparts in two originals, each of which when executed
 and delivered shall constitute an original of
this Agreement. No counterpart shall be effective
 until each Party has executed at least on counterpart. A signed copy received in pdf formal shall
 be deemed to be an original.

Annex I : recap and base Time Charter or a draft of the Time Charter attached hereto form an integral part of this Agreement.

 
 

	For and on behalf of the Sellers	For and of behalf of the
Buyers
	[*****]	[*****]
	Name: [*****]	Name: [*****]
	Title: Authorized Signatory	Title: Authorized Signatory


 

	For and on behalf of
[*****]	 
	[*****]
 Name: [*****]
 Title: Director	 

  

This Charter Party is a computer generated copy of the “SALEFORM 2012” form) printed by .authority of Norwegian Shipbrokers’ Association using
software which is the copyright of SDSD. Any insertion or deletion to, the form must be dearly visible. In the event of any modification made to the preprinted text of this document which is not dearly visible, the text of the original approved
document shall apply. Norwegian Shipbrokers’ Association and SDSD assume no responsibility for any loss or damage caused as a result of discrepancies between the original approved document and this document