Maritime S.A., hereinafter called the “Buyers”, whose performance is guaranteed by

“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 Greece), Switzerland and the USA.

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“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.

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“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.

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The Purchase Price is $ 27,500,000 (United States Dollars Twenty Seven million , Five hundred thousand only) (state currency and amount both in words and figures). The Purchase Price shall be paid to Sellers as follows:

a.      Ten (10)% (ten per cent) pursuant to Clause 2 (Deposit),

b.      .....$15, 250,000shall be paid to Sellers at Sellers’ Account upon delivery of the Vessel pursuant to the terms of this Agreement (Clause 5) and

c.      The remaining balance of the Purchase Price shall be paid in one lump sum payment without

interest to Sellers at Sellers’ Account latest by the date falling one (1) year after the date of this Agreement.

Deposit

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

10% (ten per cent) of the Purchase Price (the “Deposit”) in an interest bearing account for the Parties at Sellers’ Account with the Deposit Holder within three (3) Banking Days after the date that

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

Telefax. and

(ii) the Deposit Holder has confirmed in writing to the Parties that the account has been

opened.

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

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

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

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

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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):

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(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.

Payment of the Purchase Price shall be made as follows:

a.      Ten (10)% (per cent),$ 2,750,000 in accordance with Clause 1 of this Agreement,

b.      $15,250,000 of the Purchase Price and sums payable to Sellers pursuant to Clause 7 of this Agreement shall be made on delivery of the Vessel, but no 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) and

c.      The remaining balance of the Purchase Price shall be paid in accordance with Clause 1 of this Agreement

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(a)* The Buyers have inspected and accepted the Vessel's classification records. The Buyers

have also inspected the Vessel at/in (state place) on (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.

The Buyers have waved inspection of the Vessel. and of the classification records of the Vessel. Thereby, the Buyers have accepted the Vessel and the sale is outright and definite, subject only

to the terms and conditions of this Agreement.

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

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

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

(state date/period).

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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.

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

examination by the Buyers.

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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.

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

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

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

Buyers, whereafter this Agreement shall be null and void.

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

alternative 4 (a) to apply.

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

anchorage at/in Singapore/Japan range (state place/range) in the Sellers' option.

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(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’ notice of the date the

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

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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.

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(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.

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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.

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(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.

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

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

whereafter this Agreement shall be null and void. Without prejudice to the obligation of the Sellers

to release and repay the Deposit to the Buyers on the relevant total loss date, the Buyers shall

be entitled to claim an amount equal to the Deposit directly from the underwriters and the Sellers

hereby assign in favour of the Buyers their respective claim and without prejudice to the above

assignment, the Sellers hereby authorise the Buyers in the name and on behalf of the Sellers so

to claim from the underwriters.

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The Buyers shall have the option at their cost and expense to arrange for an underwater

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

Vessel. Such option shall be declared latest nine (9) days 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 only without interfering with the work or decisions of the

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

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

conditions at the place of delivery 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.

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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 and the Buyers, 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 Buyers and the Classification Society without condition/recommendation** and (3) the

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Sellers shall pay for the underwater inspection and the Classification Society's

attendance. The Sellers shall ensure that any warranty, of a period of at least three (3) months, in

respect of such repairs is assignable and shall be assigned to the Buyers and the Sellers

undertake to execute such documents as reasonably requested by the Buyers to evidence and

perfect such assignment.

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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 imposition of the condition/recommendation, unless the Parties

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

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

for the estimate of the direct repair costs. The Sellers may not tender Notice of

Readiness prior to such estimate having been established.

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

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

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

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

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

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

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

limited to a maximum of fourteen (14) days.

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(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

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the Classification Society may require survey of the tailshaft system, the extent of the

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

not required by the Classification Society, the Buyers shall have the right to require the tailshaft

to be drawn and surveyed by the Classification Society, the extent of the survey being in

accordance with the Classification Society's rules for tailshaft survey and

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

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

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

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

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

renewed or made good at the Sellers' expense to the satisfaction of the

Classification Society without condition/recommendation**.

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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 effect the Vessel’s class, in which

case the Sellers shall pay these costs and expenses.

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

observers only without interfering with the work or decisions of the Classification Society

surveyor.

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The Buyers shall have the right to have the underwater parts of the Vessel cleaned

and painted at their risk, cost and expense without interfering with the 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 the

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

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

expense. In the event that the Buyers' workrequires such additional time, the Sellers

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

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

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

drydock or not.

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

alternative 6 a) to apply.

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**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

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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, if any, belonging to the Vessel at the time of inspection

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

order are excluded. Forwarding charges, if any, shall be for the Buyers' account. The Sellers

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

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

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

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

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

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

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

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

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The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and

greases in storage tanks and unopened drums and pay either:

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(a)    *For Bunkers, the actual net price (excluding barging expenses) as calculated based on PLATTS SINGAPORE, issued 2 banking days prior to tendering NOR.

For Lubes, the actual net prices (excluding barging expenses), as evidenced by invoices.

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

currency as the Purchase Price.

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"inspection" in this Clause 7, shall mean the Buyers' inspection according to Clause 4(a) or 4(b)

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

Agreement shall be the relevant date.

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

alternative (a) shall apply.

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

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

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

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

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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;

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Power of Attorney of the Sellers appointing one or more representatives to act on behalf

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

or apostilled (as appropriate);

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Certificate or Transcript of Registry issued by the competent authorities of the flag state

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

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

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

possible after delivery of the Vessel.

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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.

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Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of

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

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

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

and 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.

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A copy of the Vessel's Continuous Synopsis Record certifying the date on which the

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

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

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

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

the date on which the Vessel shall cease to be registered with the Vessel's registry.

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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;

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

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

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

this Agreement; and

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

black listed by any nation or international organisation.

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Evidence that all necessary corporate, shareholder and other action has been taken by

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

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Power of Attorney of the Buyers appointing one or more representatives to act on behalf

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

or apostilled (as appropriate).

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(b c) If any of the documents to be listed in an Addendum Sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or

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

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

documents to be listed in an Addendum Sub-clause (a) and Sub-clause (b) above for review and comment by the other party not later than (state number of days),or if left blank, nine (9) days prior to

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

Clause 5(b) of this Agreement.

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(d e) Concurrent with the exchange of documents to be listed in an Addendum in Sub-clauses (a) and (b) above, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans,

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

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

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

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

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

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

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(f 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.

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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 hereby undertake to indemnify the

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

prior to the time of delivery.

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

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

with the closing of the Sellers' register shall be for the Sellers' account.

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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.

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

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

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

certificates the Vessel had at the time of DELIVERY of this agreement, valid and unextended without condition/recommendation* by the Classification Society or the relevant authorities at the time

of delivery.

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"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.

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*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.

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

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

and for all expenses incurred together with interest.

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Should the Purchase Price not be paid in accordance with Clause 3(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.

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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.

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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.

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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.

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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.

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

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

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

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

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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.

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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

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

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

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

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

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

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

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

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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.

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(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

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

Society of Maritime Arbitrators, Inc.

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

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

Society of Maritime Arbitrators, Inc.

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

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

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

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

deletions, alternative 16(a) shall apply.

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

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

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

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403

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.

404

405

406

Any terms implied into this Agreement by any applicable statue 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.

407

408

409

Epidemic Clause

The Sellers and Buyers understand and appreciate that the protection of crews from epidemic is very important. Both parties shall endeavour to take reasonable measures in relation to epidemic as may from time to time be recommended by the World Health Organization or any International organization applicable for crew.

As of signing this Agreement, nationality of the Sellers’ crew is Filippino, and the nationality of the Buyers intend to crew is Filippino. If either party wishes to change such nationality of crew prior to delivery, the party who wishes to change the nationality shall get consent from its counter party, which consent shall not unreasonably withheld.

The Sellers shall make the Vessel ready for delivery at the place suitable for crew change as of signing this Agreement. Upon Sellers notification of possible date and place of delivery the Buyers shall immediately arrange logistics and apply for quarantine and/or VISA procurement for their crew without undue delay. Sellers right for tendering NOR shall be suspended during the period reasonably required for logistics, quarantine and/or VISA procurement of Buyers’ crew, but the period of suspension shall not exceed 14 days. If, after signing this Agreement, places notified by the Sellers as intended place of delivery become quarantined area for epidemic applicable to nationality of the Sellers and/or the Buyers’ crew, the Sellers may, at their sole discretion; a) shift the Vessel at their time to a place within delivery range where is suitable for crew change and suitable for Underwater Inspection under Clause 20, in which case the cost for bunkers for shifting shall be equally shared by both parties, or, b) let the Vessel wait outside the intended place of delivery at their time for a certain period specified by local authority prior to entering, provided it is expected that the disembarkation and embarkation (and Underwater Inspection under Clause 20 if applicable) would become possible by letting the Vessel wait. If there is no place suitable for crew change within delivery range, the Vessel shall be delivered outside the delivery range which shall be mutually agreed in consideration of nationalities of both parties’ crew and Underwater Inspection under Clause 20, and the cost of bunker consumed for the shifting to be shared equally between the Sellers and the Buyers. In all cases the Cancelling Date shall be extended for time lost for the shifting and/or waiting.

Upon delivery of the Vessel, the Sellers deliver to the Buyers with a valid “Maritime Declaration of Health” (or equivalent documentation) signed by the Master, which shall include confirmation of no reported causes of epidemic and that all member of the crew are reasonably in good health.

The Buyers shall provide to the Sellers a Buyers’ following declaration letters

a.      None of Buyers’ crew boarding for familiarization is infected by epidemic, to be issued before boarding.

b.      None of rest of Buyers’ crew boarding the Vessel upon delivery is infected by epidemic, to be issued before boarding.

Undertaking to indemnify

Buyers hereby irrevocably and unconditionally undertake to indemnify Sellers in full for any damages whatsoever sustained or to be sustained by Sellers in case of non payment punctually and in full of the part of the Purchase Price pursuant to Clause 1 c of this Agreement.

Restricted person / countries

(a) In this Agreement, the following provisions shall apply where any sanction, prohibition or restriction is

imposed on any specified persons, entities or bodies including the designation of any specified vessels or

fleets under United Nations Resolutions or trade or economic sanctions, laws or regulation of the European

Union or United States of America.

(b) Buyers and Sellers each warrant at the date of entering into this Agreement and continuing until the

Buyers have paid the purchase price in full and taken possession of the Vessel on delivery by the Sellers:

(i)neither party is subject to any of the sanctions, prohibitions, restrictions or designation referred to in sub-

clause (a) which prohibit or render unlawful any performance under this Agreement'

(ii) the Sellers are selling and the Buyers are purchasing the Vessel as principals and not as agent. trustee or

nominee of any person with whom transactions are prohibited or restricted under sub- clause (a);

(iii) the Sellers and the Buyers further warrant that the Vessel is not a designated vessel and is not and will

not be chartered to any entity or transport any cargo contrary to the restrictions or prohibitions in sub-clause (a).

(c) If at any time during the performance of this Agreement either party becomes aware that the other party is

in breach of warranty as aforesaid, the party not in breach shall comply with the laws and regulations of any

Government to which that party or the Vessel is subject and follow any orders or directions which may be

given by any regulatory or administrative body. acting with powers to compel compliance. In the absence of

any such orders, directions, laws or regulations, the party not in breach may terminate this agreement

forthwith.

(d) Notwithstanding anything in this Clause to the contrary, Buyers and Sellers shall not be required to do

anything which constitutes a violation of the laws and regulations of any State to which either of them is

subject.

(e) Buyers and Sellers shall be liable to indemnify the other party against any and all claims, losses, damage,

costs and fines whatsoever suffered by the other party resulting from any breach of warranty as aforesaid.