MEMORANDUM OF

Norwegian Shipbrokers' Association's

AGREEMENT Memorandum of Agreement for sale and purchase
of ships. Adopted by BIMCO in 1956.
Code-name
SALEFORM 2012
Revised 1966, 1983 and 1986/87, 1993 AND 2012
Dated:

NINGBO PIONEER SHIPPING COMPANY LIMITED, a company incorporated in Hong Kong 1

Special Administrative Region of the People's Republic of China with its registered office at Room 501,
WAYSON COMMERCIAL BUILDING, 28 CONNAUGHT ROAD WEST, SHEUNG WAN, HONG KONG
(Name of sellers), hereinafter called the “Sellers”, have agreed to sell, and
(Name of buyers), hereinafter called the “Buyers”, have agreed to buy: 2
Name of vessel: M.V. NINGBO PIONEER 3
IMO Number: 8801022 4
Classification Society: DNV GL 5
Class Notation: 1A1 Bulk Carrier ESP HC(E) 6
Year of Build: 1990 Builder/Yard: HYUNDAI HEAVY INDUSTRIES CO.,LTD.,ULSAN,S.KOREA 7
Flag: HONG KONG Place of Registration: HONG KONG GT/NT: 37519 /22604 8
hereinafter called the “Vessel”, on the following terms and conditions: 9

Definitions 10
“Banking Days" are days on which banks are open both in the country of the currency stipulated for 11
the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 12
(Documentation) and China(add additional jurisdictions as appropriate). 13
“Buyers’ Nominated Flag State” means (state flag state). 14
“Class" means the class notation referred to above. 15
“Classification Society" means the Society referred to above. 16
“Auctioneers” means ZHEJIANG SHIPPING EXCHANGE CO.LTD and ZHOUSHAN YI GE SHIP 17
AUCTION CO. LTD.
"Deposit" shall have the meaning given in Clause 2 (Deposit) 18
“Deposit Holder” means ZHEJIANG PROPERTY & STOCK EXCHANGE CO LTD, in China (state name 19
and location of Deposit Holder) or, if left blank, the
Sellers’ Bank, which shall hold and release the Deposit in accordance with this Agreement. 20
“In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a 21
registered letter, e-mail or telefax. 22
“Parties” means the Sellers and the Buyers. 23
“Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price). 24
“Sellers’ Account” means (state details of bank account) at the Sellers’ Bank. 25
“Sellers’ Bank” means (state name of bank, branch and details) or, if left blank, the bank 26
notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price. 27

1. Purchase Price 28
The Purchase Price is USD - (United States Dollars - - only). 29

2. Deposit 30
As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of USD 31
500,000 (United States Dollars Five Hundred Thousands only) (the “Deposit”) in an Non-interest
bearing account for the Parties with the Deposit Holder within three (3) Banking Days after the 32
date that:
(i) this Agreement has been signed by the Parties and exchanged in original or by e-mail or 33
telefax; and 34
 The Buyers bid the highest price in the Vessel’s auction. And the auction deposit shall be treated
as the "Deposit" automatically.
(ii) the Deposit Holder has confirmed in writing to the Parties that the account has been opened. 35
The “Purchase Confirmation Of Auction” has been signed by the Sellers, the Buyers and the 36
Auctioneer.
The Deposit shall be released in accordance with joint written instructions of the Parties. 37
Interest, if any, shall be credited to the Buyers. Any fee charged for holding and releasing the 38
Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder 39
all necessary documentation to open and maintain the account without delay. 40

3. Payment 41
Buyers shall ensure that all of the balance 90% of the Purchase Price and all other funds required 42
to be paid under this Agreement to the Sellers shall be lodged with the Deposit Holder under
Escrow Agreement, at least two (2) Banking days prior to the Vessel’s expected delivery date and
shall instruct the Deposit Holder to confirm to the Sellers receipt of funds.
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): 43
(i) the Deposit and the balance of the Purchase Price and all other sums payable shall be 44
released to the Sellers;
(i) The Deposit and the Balance of the Purchase Price and all other sums payable, shall be
released to the Sellers account within two(2) banking days, after the "Protocol of Delivery and
Acceptance" have been signed by both Sellers and Buyers On delivery of the Vessel.

(ii)the balance of the Purchase Price and all other sums payable on delivery by the Buyers 45
to the Sellers under this Agreement shall be paid in full free of bank charges to the 46
Sellers’ Account. 47

4. Inspection 48
(a)* The Buyers have inspected and accepted the Vessel's classification records. The Buyers 49
have also inspected the Vessel at/in (state place) on (state date) and have 50
accepted the Vessel following this inspection and the sale is outright and definite, subject only 51
to the terms and conditions of this Agreement. 52

(b)* The Buyers shall have the right to inspect the Vessel's classification records and declare 53
whether same are accepted or not within (state date/period). 54
The Sellers shall make the Vessel available for inspection at/in (state place/range) within 55
(state date/period). 56
The Buyers shall undertake the inspection without undue delay to the Vessel. Should the 57
Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred. 58
The Buyers shall inspect the Vessel without opening up and without cost to the Sellers. 59
During the inspection, the Vessel's deck and engine log books shall be made available for 60
examination by the Buyers. 61
The sale shall become outright and definite, subject only to the terms and conditions of this 62
Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from 63
the Buyers within seventy-two (72) hours after completion of such inspection or after the 64
date/last day of the period stated in Line 59, whichever is earlier. 65
Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of 66
the Vessel's classification records and/or of the Vessel not be received by the Sellers as 67
aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the 68
Buyers, whereafter this Agreement shall be null and void. 69
*4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions, 70
alternative 4(a) shall apply. 71

5. Time and place of delivery and notices 72

(a) The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or 73
anchorage at/in a port of China Mainland or Hong Kong (state place/range) in the Sellers' option. 74
 Notice of Readiness shall not be tendered before:07th September 2020. 75
Cancelling Date (see Clauses 5(c), 6(a)(i), 6(a)(iii) and 14): 30th September 2020. 76
(b) The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall 77
provide the Buyers with twenty (20), ten (10), five (5) and three (3) days’ notice of the date the 78
Sellers intend to tender Notice of Readiness and of the intended place of delivery. 79
When the Vessel is at the place of delivery and physically ready for delivery in accordance with 80
this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery. 81
(c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the 82
Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing 83
stating the date when they anticipate that the Vessel will be ready for delivery and proposing a 84
new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of 85
either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within three (3) 86
Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date. 87
If the Buyers have not declared their option within three (3) Banking Days of receipt of the 88
Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' 89
notification shall be deemed to be the new Cancelling Date and shall be substituted for the 90
Cancelling Date stipulated in line 79. 91
If this Agreement is maintained with the new Cancelling Date all other terms and conditions 92
hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full 93
force and effect. 94
(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely 95
without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’ 96
Default) for the Vessel not being ready by the original Cancelling Date. 97
(e) Should the Vessel become an actual, constructive or compromised total loss before delivery 98
the Deposit together with interest earned, if any, shall be released immediately to the Buyers 99
whereafter this Agreement shall be null and void. 100

6. Divers Inspection / Drydocking 101

(a)* 102
(i) The Buyers shall have the option at their cost and expense to arrange for an underwater 103
inspection by a diver approved by the Classification Society prior to the delivery of the 104
Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended 105
date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this 106
Agreement. The Sellers shall at their cost and expense make the Vessel available for 107
such inspection. This inspection shall be carried out without undue delay and in the 108
presence of a Classification Society surveyor arranged for by the Sellers and paid for by 109
the Buyers. The Buyers’ representative(s) shall have the right to be present at the diver’s 110
inspection as observer(s) only without interfering with the work or decisions of the 111
Classification Society surveyor. The extent of the inspection and the conditions under 112
which it is performed shall be to the satisfaction of the Classification Society. If the 113
conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at 114
their cost and expense make the Vessel available at a suitable alternative place near to 115
the delivery port, in which event the Cancelling Date shall be extended by the additional 116
time required for such positioning and the subsequent re-positioning. The Sellers may 117
not tender Notice of Readiness prior to completion of the underwater inspection. 118
(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are 119
found broken, damaged or defective so as to affect the Vessel's class, then (1) unless 120
repairs can be carried out afloat to the satisfaction of the Classification Society, the 121
Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by 122
the Classification Society of the Vessel's underwater parts below the deepest load line, 123
the extent of the inspection being in accordance with the Classification Society's rules (2) 124
such defects shall be made good by the Sellers at their cost and expense to the 125
satisfaction of the Classification Society without condition/recommendation** and (3) the 126
Sellers shall pay for the underwater inspection and the Classification Society's 127
attendance. 128
Notwithstanding anything to the contrary in this Agreement, if the Classification Society 129
do not require the aforementioned defects to be rectified before the next class 130
drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects 131
against a deduction from the Purchase Price of the estimated direct cost (of labour and 132
materials) of carrying out the repairs to the satisfaction of the Classification Society, 133
whereafter the Buyers shall have no further rights whatsoever in respect of the defects 134
and/or repairs. The estimated direct cost of the repairs shall be the average of quotes 135
for the repair work obtained from two reputable independent shipyards at or in the 136
vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) 137
Banking Days from the date of the imposition of the condition/recommendation, unless 138
the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within 139
the stipulated time then the quote duly obtained by the other Party shall be the sole basis 140
for the estimate of the direct repair costs. The Sellers may not tender Notice of 141
Readiness prior to such estimate having been established. 142
(iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking 143
facilities are available at the port of delivery, the Sellers shall take the Vessel to a port 144
where suitable drydocking facilities are available, whether within or outside the delivery 145
range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the 146
Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose 147
of this Clause, become the new port of delivery. In such event the Cancelling Date shall 148
be extended by the additional time required for the drydocking and extra steaming, but 149
limited to a maximum of fourteen (14) days. 150
(b)* The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the 151
Classification Society of the Vessel's underwater parts below the deepest load line, the extent 152
of the inspection being in accordance with the Classification Society's rules. If the rudder, 153
propeller, bottom or other underwater parts below the deepest load line are found broken, 154
damaged or defective so as to affect the Vessel's class, such defects shall be made good at the 155
Sellers' cost and expense to the satisfaction of the Classification Society without 156
condition/recommendation**. In such event the Sellers are also to pay for the costs and 157
expenses in connection with putting the Vessel in and taking her out of drydock, including the 158
drydock dues and the Classification Society's fees. The Sellers shall also pay for these costs 159
and expenses if parts of the tailshaft system are condemned or found defective or broken so as 160
to affect the Vessel's class. In all other cases, the Buyers shall pay the aforesaid costs and 161
expenses, dues and fees. 162
(c) If the Vessel is drydocked pursuant to Clause 6(a)(ii) or 6(b) above: 163
(i) The Classification Society may require survey of the tailshaft system, the extent of the 164
survey being to the satisfaction of the Classification surveyor. If such survey is 165
not required by the Classification Society, the Buyers shall have the option to require the 166
tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey 167
being in accordance with the Classification Society's rules for tailshaft survey and 168
consistent with the current stage of the Vessel's survey cycle. The Buyers shall declare 169
whether they require the tailshaft to be drawn and surveyed not later than by the 170
completion of the inspection by the Classification Society. The drawing and refitting of 171
the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be 172
condemned or found defective so as to affect the Vessel's class, those parts shall be 173
renewed or made good at the Sellers' cost and expense to the satisfaction of 174
Classification Society without condition/recommendation**. 175
(ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by 176
the Buyers unless the Classification Society requires such survey to be carried out or if 177
parts of the system are condemned or found defective or broken so as to affect the 178
Vessel's class, in which case the Sellers shall pay these costs and expenses. 179
(iii) The Buyers' representative(s) shall have the right to be present in the drydock, as 180
observer(s) only without interfering with the work or decisions of the Classification 181
Society surveyor. 182
(iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned 183
and painted at their risk, cost and expense without interfering with the Sellers' or the 184
Classification Society surveyor's work, if any, and without affecting the Vessel's timely 185
delivery. If, however, the Buyers' work in drydock is still in progress when the 186
Sellers have completed the work which the Sellers are required to do, the additional 187
docking time needed to complete the Buyers' work shall be for the Buyers' risk, cost and 188
expense. In the event that the Buyers' work requires such additional time, the Sellers 189
may upon completion of the Sellers' work tender Notice of Readiness for delivery whilst 190
the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be 191
obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in 192
drydock or not. 193
 *6(a) and 6(b) are alternatives; delete whichever is not applicable. In the absence of deletions, 194
alternative 6(a) shall apply. 195
**Notes or memoranda, if any, in the surveyor's report which are accepted by the Classification 196
Society without condition/recommendation are not to be taken into account. 197

7. Spares, bunkers and other items 198

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board 199
and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or 200
spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of delivery 201
inspection
used or unused, whether on board or not shall become the Buyers' property, but spares on 202
order are excluded. Forwarding charges, if any, shall be for the Buyers' account. The Sellers 203
are not required to replace spare parts including spare tail-end shaft(s) and spare 204
propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to 205
delivery, but the replaced items shall be the property of the Buyers. Unused stores and 206
Provisions shall be included in the sale and be taken over by the Buyers without extra payment. 207
Library and forms exclusively for use in the Sellers' vessel(s) and captain's, officers’ and crew's 208
personal belongings including the slop chest are excluded from the sale without compensation, 209
as well as the following additional items: (include list) pending 210
-Personal belongings, laptops and computers
-Deck Log Book
-Engine Log Book
-Oil Record Book
-ISM manuals
-MLC manuals
-SOPEP manuals
-Original certificates issued by flag state
Items on board which are on hire or owned by third parties, listed as follows, are excluded from 211
the sale without compensation: (include list) 212
-Gas bottles
-IBC tanks

Items on board at the time of delivery inspection which are on hire or owned by third parties, not 213
listed
above, shall be replaced or procured by the Sellers prior to delivery at their cost and expense. 214
The Buyers shall take over the remaining bunkers and unused all lubricating and hydraulic oils 215
and
greases on board in storage tanks and unopened drums and pay either: 216
Quantity of bunkers and lubricating oils remaining on board at the time of delivery to be jointly
measured by the Sellers and Buyers authorized representatives.

The total quantity of VLSFO remaining on board on delivery shall not exceed 200 tons, and
Buyers only need to pay the Sellers for the part which exceed 100 tons, as per the unit price of
the last invoice or vouchers as evidence.

The total quantity of MDO/MGO remaining on board on delivery shall not exceed 50 tons, and
Buyers only need to pay the Sellers for the part which exceed 20 tons, as per the unit price of the
last invoice or vouchers as evidence.

All of the lubricating and hydraulic oils and greases on board, Sellers shall hand over to Buyers on
delivery for free, without any fees.

(a) *the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or 217
 (b) *the current net market price (excluding barging expenses) at the port and date of delivery 218
of the Vessel or, if unavailable, at the nearest bunkering port, 219
for the quantities taken over. 220
Payment under this Clause shall be made at the same time and place and in the same 221
currency as the Purchase Price. 222
"inspection" in this Clause 7, shall mean the Buyers' inspection according to Clause 4(a) or 4(b) 223
(Inspection), if applicable. If the Vessel is taken over without inspection, the date of this 224
Agreement shall be the relevant date. 225
*(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions 226
alternative (a) shall apply. 227

8. Documentation 228
The place of closing: 229
ZHEJIANG PROPERTY & STOCK EXCHANGE CO LTD, in Hang Zhou City, China.
(a). In exchange for payment of the Purchase Price the Sellers shall provide the Buyers 230
with the following delivery documents:
(1) Two (2) Original Legal Bill(s) of Sale (in British Form 10 a) evidencing the transfer of all the 231
shares in the Vessel and in her boats, appurtenances belonging to the Vessel to the Buyers and
stating the Vessel is free from all encumbrances, maritime liens, mortgages or any other debts
whatsoever, duly notarized and legalised or apostilled in HONG KONG.
(2) Original Meeting Board of Directors Resolutions of the selling company approving sale of the 232
Vessel, stating the name of the person (or persons) authorized to execute the MOA, the Bill of
Sale, the Protocol of Delivery and Acceptance and other relevant documents, duly notarized and
legalised or apostilled in HONG KONG.
(3) Original Power of Attorney in related to above document A2 in favor of person(s) execute the 233
sale and signing MOA, Bill of Sale, Protocol of Delivery and Acceptance and all other documents
pertaining to the sale and the delivery of the Vessel to the Buyers, duly notarized and legalised or
apostilled in HONG KONG.
(4) (i) Certified true copies of the Sellers' corporate documents i.e. Articles of Incorporation, By- 234
Laws (or equivalent), and of any amendments thereto.
(ii) Original Certificate of Continuing Registration of the Sellers issued by register of 235
Companies the HONG KONG Special Administrative Region not more than ten (10) banking days
prior to the date of delivery of the Vessel.
(5) Original Certificate of Ownership and Encumbrance for the vessel issued by the HONG 236
KONG Flag Registry confirming the ownership of the vessel and that the vessel is free from
mortgages and other encumbrances, dated not more than ten (10) banking days prior to the date
of delivery, but always subject to the standard wording of the HONG KONG flag authorities.
(6) Original Class Maintenance Certificate issued by the Vessels present Classification Society, 237
stating that the Vessel is class maintained. This Certificate to be dated maximum Ten(10)
Banking Days prior to the Delivery.
(7) Five (5) original commercial invoices stating the particulars of the Vessel for the purchased 238
price marked fully paid and signed by the Sellers.
(8) Five (5) original commercial invoices for unused bunkers and lubricants remaining on board 239
marked fully paid duly signed by the Sellers.
(9) Original written undertaking letters duly signed by the Sellers undertaking: 240
 (i) to deliver to the Buyers all the original continuous synopsis record documents other than
the closing CSR (“CSRs”) on board the Vessel after the Purchase Price, bunkers and lube oil
money are paid in full; and
(ii) to deliver to the Buyers a Certificate of Deletion issued by the HONG KONG Flag Registry 241
together with the closed CSRs issued by the HONG KONG Flag Registry no later than Four(4)
weeks after physical Delivery of the Vessel. The Sellers will use reasonable efforts to delete the
Vessel as early as possible.
(iii) that the Sellers will instruct their satellite communication provider to cancel the Vessel’s 242
communications contract immediately after the Delivery of the Vessel.
(iv) to indemnify the Buyers against any maritime liens and other debts whatsoever arising 243
prior to the time of the delivery of the Vessel to the Buyers.
(10) Original written confirmation letters from the Sellers to the Buyers confirming to the best of 244
their knowledge that, as at the time of the Delivery, the Vessel:
(i) is not blacklisted by the Arab boycott league any other country or legislation; 245
(ii) is free from any contamination of gypsy moth; 246
(iii) has never called any ports of North Korea or Iran. 247
(iv) confirming that the crew members have no pending dues from the Sellers or against the 248
vessel at the time of delivery.
(11) All of the original Certificates of the vessel and documents which are not required to be 249
returned to the issuing authority by the maritime authorities of the Flag state of the Vessel as
onboard, except the document listed in Clause 7.
(12) Any other documents as may reasonably be required, by the competent authorities of the 250
Buyers' Nominated Flag State for the purpose of registering the vessel, provide the Buyers notify
the Sellers of any such documents as soon as possible after the date of this MOA signed.
(13) Two (2) originals of a Protocol of Delivery and Acceptance. 251

(b). At the time of Delivery the Buyers shall provide the Sellers with the following the 252
Delivery documents:

(1) Original Resolution of the Shareholders and Board of Directors of the Buyers confirming: 253
approving and ratifying the purchase of the Vessel, the execution of the MOA, approving the
Escrow Agreement made between Sellers, Buyers and the Escrow Agent Deposit Holder, the
Protocol of Delivery and Acceptance, the release of the deposit and the balance of the purchase
price and extras to the Sellers held by the Escrow Agent Deposit Holder,, and take delivery of the
Vessel, in signed by the Shareholders and Directors of the Buyers duly notarized and legalized
(or apostilled).

(2) Original Power of Attorney duly executed by the Buyers pursuant to the above Directors’ 254
Resolutions, authorizing certain persons to inter alia execute any addendum to the MOA and the
Escrow Agreement Purchase Confirmation of Auction, the Protocol of Delivery and Acceptance,
to release the deposit and the balance of the purchase price and extras to the Sellers held by the
Escrow Agent Deposit Holder, and to take delivery of the Vessel, duly notarized and legalized(or
apostilled).

(3) Certificate of Incumbency issued by a Director of the buyers confirming the names of the 255
 Shareholders and Directors and attaching a certified copy of the Certificate of Incorporation and
Memorandum and Articles of Association.

(4) A Certificate of Continuing Registration from the Companies Registry. 256

(c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the English 257
language they shall be accompanied by an English translation by an authorized translator or 258
certified by a lawyer qualified to practice in the country of the translated language. 259
(d) The Parties shall to the extent possible exchange copies, drafts or samples of the 260
documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the 261
other party not later than (state number of days), or if left blank, nine (9) days prior
to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant 262
to Clause 5(b) of this Agreement. 263
(e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, 264
the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, 265
drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other 266
certificates which are on board the Vessel shall also be handed over to the Buyers unless 267
the Sellers are required to retain same, in which case the Buyers have the right to take copies. 268
(f) Other technical documentation which may be in the Sellers' possession shall promptly after 269
delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep 270
the Vessel's log books but the Buyers have the right to take copies of same. 271
(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance 272
confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. 273
9. Encumbrances 274
The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, 275
encumbrances, mortgages and maritime liens or any other debts whatsoever, and is not subject 276
to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the 277
Buyers against all consequences of claims made against the Vessel which have been incurred 278
prior to the time of delivery. 279
10. Taxes, fees and expenses 280
Any taxes, fees and expenses in connection with the purchase and registration in the Buyers' 281
Nominated Flag State shall be for the Buyers' account, whereas similar charges in connection 282
with the closing of the Sellers' register shall be for the Sellers' account. 283
11. Condition on delivery 284
The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is 285
delivered to the Buyers. but subject to the terms and conditions of this Agreement she shall be 286
delivered and taken over as she was at the time of inspection, fair wear and tear excepted. 287
However, the Vessel shall be delivered free of cargo and free of stowaways with her Class 288
maintained without condition/recommendation*, free of average damage affecting the Vessel's 289
class, and with her classification certificates and national certificates, as well as all other 290
certificates the Vessel had at the time of inspection, valid and unextended without 291
condition/recommendation* by the Classification Society or the relevant authorities at the time 292
of delivery. 293
"inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4(a) or 294
4(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this 295
Agreement shall be the relevant date. 296
*Notes and memoranda, if any, in the surveyor's report which are accepted by the Classification 297
Society without condition/recommendation are not to be taken into account. 298
12. Name/markings 299
Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel 300
markings. 301
13. Buyers' default 302
Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the 303
right to cancel this Agreement, and they shall be entitled to claim compensation for their losses 304
and for all expenses incurred together with interest. 305
Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers 306
have the right to cancel this Agreement, in which case the Deposit together with interest 307
 Earned, if any, shall be released to the Sellers. If the Deposit does not cover their loss, the 308
Sellers shall be entitled to claim further compensation for their losses and for all expenses 309
incurred together with interest. 310
14. Sellers' default 311
Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be 312
ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the 313
option of cancelling this Agreement. If after Notice of Readiness has been given but before 314
the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not 315
made physically ready again by the Cancelling Date and new Notice of Readiness given, the 316
Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this 317
Agreement, the Deposit together with interest earned, if any, shall be released to them 318
immediately. 319
Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to 320
validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers 321
for their loss and for all expenses together with interest if their failure is due to proven 322
negligence and whether or not the Buyers cancel this Agreement. 323
15. Buyers' representatives 324
After this Agreement has been signed by the Parties and the Deposit has been lodged, the 325
Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and 326
expense. 327
These representatives are on board for the purpose of familiarisation and in the capacity of 328
observers only, and they shall not interfere in any respect with the operation of the Vessel. The 329
Buyers and the Buyers’ representatives shall sign the Sellers' P&I Club’s standard letter of 330
indemnity prior to their embarkation. 331
16. Law and Arbitration 332
(a) *This Agreement shall be governed by and construed in accordance with English law and 333
any dispute arising out of or in connection with this Agreement shall be referred to arbitration in 334
HONG KONG in accordance with the Arbitration Act 1996 or any statutory modification or 335
re- enactment thereof save to the extent necessary to give effect to the provisions of this Clause. 336
The arbitration shall be conducted in accordance with the London Maritime Arbitrators 337
Association (LMAA) Terms current at the time when the arbitration proceedings are 338
commenced. 339
The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall 340
appoint its arbitrator and send notice of such appointment in writing to the other party requiring 341
the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and 342
stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own 343
arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the 344
other party does not appoint its own arbitrator and give notice that it has done so within the 345
fourteen (14) days specified, the party referring a dispute to arbitration may, without the 346
requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator 347
and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on 348
both Parties as if the sole arbitrator had been appointed by agreement. 349
In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the 350
arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at 351
the time when the arbitration proceedings are commenced. 352
(b) *This Agreement shall be governed by and construed in accordance with Title 9 of the 353
United States Code and the substantive law (not including the choice of law rules) of the State 354
of New York and any dispute arising out of or in connection with this Agreement shall be 355
referred to three (3) persons at New York, one to be appointed by each of the parties hereto, 356
and the third by the two so chosen; their decision or that of any two of them shall be final, and 357
for the purposes of enforcing any award, judgment may be entered on an award by any court of 358
competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the 359
Society of Maritime Arbitrators, Inc. 360
In cases where neither the claim nor any counterclaim exceeds the sum of US$ 100,000 the 361
arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the 362
Society of Maritime Arbitrators, Inc. 363
(c) This Agreement shall be governed by and construed in accordance with the laws of 364
(state place) and any dispute arising out of or in connection with this Agreement shall be 365
referred to arbitration at (state place), subject to the procedures applicable there. 366
 *16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable. In the absence of 367
deletions, alternative 16(a) shall apply. 368
17. Notices 369
All notices to be provided under this Agreement shall be in writing. 370
Contact details for recipients of notices are as follows: 371
For the Buyers: 372
For the Sellers: via ZHEJIANG PROPERTY & STOCK EXCHANGE CO LTD. 373
18. Entire Agreement 374
The written terms of this Agreement comprise the entire agreement between the Buyers and 375
the Sellers in relation to the sale and purchase of the Vessel and supersede all previous 376
agreements whether oral or written between the Parties in relation thereto. 377

Each of the Parties acknowledges that in entering into this Agreement it has not relied on and 378
shall have no right or remedy in respect of any statement, representation, assurance or 379
warranty (whether or not made negligently) other than as is expressly set out in this Agreement. 380
Any terms implied into this Agreement by any applicable statue, or law are hereby excluded to 381
the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude 382
any liability for fraud. 383
19. Sanction Clause 384
NOTWITHSTANDING ANYTHING CONTAINED ELSEWHERE TO THE CONTRARY, BUYERS 385
SHALL GUARANTEE THAT :
THE BUYERS GUARANTEE THE FOLLOWING CLAUSES, OTHERWISE, THE SELLERS SHALL
BE ENTITLED TO REJECT THE BUSINESS OR CANCEL THIS CONTRACT AT ANY TIME AND
THE BUYERS SHALL UNDERTAKE THE LOSSES, THE DAMAGES, THE EXPENSE AND ALL
CONSEQUENCES INCURRED BY OR FROM THIS.

(i) THE BUYERS AND/OR ANY OTHER RELATED COMPANY IN THE MOA ARE NOT LISTED ON
THE UNITED STATES DEPARTMENT OF THE TREASURY OFFICE OF FOREIGN ASSETS
CONTROL SPECIALLY DESIGNATED NATIONALS & BLOCKED PERSONS LIST (OFAC SDN
LIST) AND THEY ARE NOT SANCTIONED BY U.N./ E.U.

(ii) THE PERFORMING BUYERS COMPANY IS NOT OWNED OR COMMERCIALLY MANAGED

BY CUBA /IRAN /IRAQ /SUDAN /SYRIA/NORTH KOREA/CRIMEA/VENEZUELA AND OTHER U.N.
OR E.U. OR USA SANCTIONED COUNTRIES RELATED ENTITIES, HAS NOT CALLED CUBA
/IRAN /IRAQ /SUDAN /SYRIA/NORTH KOREA/CRIMEA/VENEZUELA AND OTHER U.N. OR E.U.
OR USA SANCTIONED PORTS OR COUNTRIES FROM TIME TO TIME, AND THE BUYER HAVE
NOT DONE ANY CUBA /IRAN /IRAQ /SUDAN /SYRIA/NORTH KOREA/CRIMEA/VENEZUELA AND
OTHER UN OR E.U. OR USA SANCTIONED PORTS OR COUNTRIES RELATED BUSINESS.

(iii)THE BUYERS AND RELATED COMPANY UNDER THIS MOA WOULD NOT BE IN VIOLATION
OF ANY U.S. ECONOMIC OR TRADE SANCTIONS INCLUDING, BUT NOT LIMITED TO, THOSE
SANCTIONS ADMINISTERED AND ENFORCED BY THE U.S. TREASURY DEPARTMENT’S
OFFICE OF FOREIGN ASSETS CONTROL.

FURTHER MORE, ANY VIOLATION OF ABOVE MAY RESULT IN PAYMENT BEING UNABLE TO
BE EFFECTED DUE TO INTERNAL REGULATIONS OF BANKS. IN THIS CASE, SELLERS WILL
NOT BE HELD RESPONSIBLE FOR NON-PAYMENTS OR LATE PAYMENTS IF SELLERS
PAYMENTS.

For and on behalf of the Sellers For and on behalf of the Buyers
Name: Name:
Title: Title: