Exhibit 4.37

MEMORANDUM OF AGREEMENT	SALEFORM 2012
	Norwegian Shipbrokers’ Association’s
	Memorandum of Agreement for sale and purchase of ships

1	Dated: 13 March 2025

2	ARNO SHIPPING COMPANY INC. a company Incorporated in the Republic of the Marshall Islands with Its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 ~~(Name-of sellers),~~ hereinafter called the “Sellers”, have agreed to sell, and

3	CONCORD VOYAGE LIMITED (Company Registry No. 76385248), Unit 2406b 24/F Low Block, Grand

Millennium Plaza, 181 Queen’s Rd, Central Sheung Wan, Hong Kong ~~(Name-ef-buyers),~~ hereinafter called the

“Buyers”, have agreed to buy:

4	Name of vessel: P. YANBU

5	IMO Number: 9460564

6	Classification Society: LR

7	Class Notation: 100A1 Double Hull Oil Tanker, ESP, ShipRight CM, FDA, SDA), *IWS, LI, DSPM4

8	Year of Build: 2011 Builder/Yard: Sumitomo Heavy Industries, Ltd.

9	Flag: Marshall Islands Place of Registration: Majuro GT/NT: 55,909 / 29,810

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

11	Definitions

12	‘‘Agreement” means this Memorandum of Agreement, as it may be amended, supplemented annexed, varied or supplemented from time to time.

“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) and U.S., UK, Greece, Hong Kong, Beijing (PRC), Dubai (UAE). ~~(add additional jurisdictions as~~

~~appropriate):~~

15	“Buyers’ Nominated Flag State” means the Republic of Panama (state flag state).

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

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

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

19	“Deposit Holder” means Haridass Ho & Partners, 4 Shenton Way, #10-03/06 SGX Centre 2 Singapore 068807 or Oon Bazul LLP, 36 Robinson Rd, #08-01/06 City House, Singapore 068877 (state name and location of Deposit Holder) ~~or, if left blank, the~~

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

copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes

are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

“Deposit Holder’s Account” means the account indicated in the Escrow Agreement held with the Deposit

Holder’s Bank.

“Deposit Holder’s Bank” means the bank indicated in the Escrow Agreement

“Escrow Agreement” means the escrow agreement in respect of the Deposit and the Balance Payment

entered into after signing of this Agreement amongst the Sellers, the Buyers and the Deposit Holder.

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.

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 an account in the name of the Sellers at the Sellers* Bank.

26	“Sellers’ Bank” means (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.

Purchase Price

29	The Purchase Price is US$ 39,000,000.- (United States Dollars Thirty-Nine Million only) ~~(state currency and~~ ~~amount both in words and figures)~~.

Deposit

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

32	15% (Fifteen per cent) ~~or, ifleft blank, 10% (ten percent),~~ of the Purchase Price (the

33	“Deposit”) in an interest bearing account for the Parties with the 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

36	e-mail ~~or telefax~~;

(ii) the Escrow Agreement between the Parties and the Deposit Holder has been entered into, is fully

executed and exchanged in original or by e-mail; and

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

38	opened and is ready to receive funds.

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

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

41	Deposit, Balance Payment shall be borne equally by the Parties. The Parties shall provide the Deposit Holder

with

42	all necessary documentation to (including but not limited to KYC requirements) to open and maintain the account without delay and latest within two (2) Banking Days after execution of this Agreement by both the Sellers and the Buyers.

Payment

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

notices):

copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes

are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

47	(i) the Deposit shall be relessed to the Sellers as per the Escrow Agreement in immediately available funds, net, free of any bank charges; and

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

49	to the Sellers under this Agreement held in the Deposit Holder’s Account shall be released in full in immediately avsilable funds, net, free of bank charges to the

50	Sellers’ Account. in accordance with the terms of this Agreement and the Escrow Agreement.

The Buyers shall remit the Balance Money Including the value of the estimated bunker and lubricating olls

remaining on board at the time of delivery and any other charges and money whatsoever (the “Agreed

Extra” and together with the Balance Money shall constitute the “Balance Payment”) to be paid by the

Buyers to the Sellers in accordance with this Agreement and the Escrow Agreement by telegraphic

transfer to the Deposit Holder’s Account held with the Deposit Holder at least two (2) Banking Days prior

to the intended date of delivery of the Vessel as per the 2/1 days definite Notice of Readiness (see Clause

5b). The Balance Money Payment shall remain to the order of the Buyers and will be released in

accordance with the terms of this Agreement and the Escrow Agreement

The Deposit and the Balance Payment shall be irrevocably and unconditionally released to

the Sellers’ account in accordance with the terms of this Agreement and the Escrow Agreement against

the Seller’s presentation and handing over to the Deposit Holder of:

(a) Protocol of Delivery and Acceptance executed but not timed, by both Sellers and Buyers authorized

representatives; and

(b) duly executed written irrevocable instructions of the Buyers’ authorized representatives to proceed

to their release.

Any surplus money after the release of the Deposit and the Balance Payment shall be remitted back to the

Buyers in accordance with the provisions of the Escrow Agreement.

In exchange of the delivery documents as agreed in the Addendum No. 1 and as per Clause 8 of this

Agreement, and upon:

1. Execution and submission to the Deposit Holder of the duly executed irrevocable and unconditional

release instructions for the Deposit and the Balance Payment; and

2. Confirmation from the Deposit Holder that the Deposit and Balance Money has been remitted to the

Sellers Account accompanied by the SWIFT copy (or copies, as the case may be) issued by the Deposit

Holder’s Bank concerning the payment of the Deposit and the Balance Payment,

the Protocol of Delivery and Acceptance will be timed and dated and the Vessel will immediately be

legally and physically delivered to the Buyers; relevant procedure to be described in a closing memo

which to be agreed by the Sellers, the Buyers and the Deposit Holder not later than five (5) Banking Days

prior to the intended date of delivery of the Vessel. Notice of Readiness can be serviced anytime,

including non-Banking Days.

Inspection

52	(a)* The Buyers have waived their right to inspect the Vessel and have reviewed the Vessel’s complete class records on 17 January 2025 and approved and accepted the Vessel’s classification records. The Buyers

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

54	accepted the Vessel following ~~this~~ said reviews/approvals, and inspection of her classification records and 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/peried).~~

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

copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes

are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

59	~~(state date/period).~~

60	~~The Buyers shall undertake the inspcction 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 inspcction, the Vessel’s deck and engine log books shall be made available for~~

64	~~cxamination by the Buyers.~~

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

66	~~Λgreement, 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 inspcction 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 rel ased immediately to the~~

72	~~Buyers, wher after this LVrccmcnt 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.~~

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 Le Havre, France ~~(state place/range)~~ in the Sellers’ option.

78	Notice of Readiness (“NOR”) shall not be tendered before: 19^th March 2025 in Sellers’ option

79	Cancelling Date (see Clauses 5(c), 6 (a)(i), 6 (a) (iii) and 14): 26^th March 2025

Sellers will not perform any additional voyage or enter into a new charterparty after the date in line 84,

without Buyer’s concurrence.

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

81	provide the Buyers with twenty (20), ten (10), seven (7), five (5 and three (3) days’ approximate notice, and two (2) and one (1) definite days’ notice of the date the

82	Sellers intend to tender Notice of Readiness and of the intended place of delivery. Delivery shall take place on a Banking Day.

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

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

The Buyers shall take over the Vessel latest within three (3) Banking Days from the day of receipt of such

Notice of Readiness for Delivery.

In the event the Buyers do not take delivery of the Vessel within the period specified above, the Buyers shall

pay to the Sellers USO 15,000 (United States Dollars Fifteen Thousand only) for each/ per calendar day of the

delay up to the tenth (10^th) day of the delay as liquidated damages. If the delay exceeds ten (10) calendar

days, then the Sellers shall have the right to cancel this Agreement and claim damages for their losses flowing

therefrom.

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

copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes

are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

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

90	~~Banking~~ calendar 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 three (3) ~~Banking~~ calendar 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 5(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 direct costs and 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 or not be able to be delivered through outbreak of war, political reasons, restraint of Governments, Princes or people or any other cause which either Party hereto cannot prevent or control,

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 and neither Party shall have an obligation or liability of any nature whatsoever to the other Party.

104

Divers Inspection / Drydocking

105

(a)*

106	(i) The Buyers 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. 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 latest within 24 hours after notification by the Sellers that the Vessel has arrived at the delivery port and is available for an underwater inspection, and in the

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

113	the Buyers. The Buyers’ representative(s) 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	conditions at the place of delivery are unsuitable for such inspection, 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. In such event, the Sellers have the right to choose this alternative port as the new port of delivery, provided Buyers’ crew change is possible. 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.

copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes

are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

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

139	for the repair work obtained from two reputable independent shipyards at or in the

140	vicinity of the port of delivery, one to be obtained by each of the Parties within two (2)

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

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

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

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

145	Readiness prior to such estimate having been established.

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 fourteen (14) days.

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

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

156	~~of the inspection being in accordance with the Classification Socicty’s rules. If the rudder,~~

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

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

159	~~Sellers’ 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 Vcsscl 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, ducs 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 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

178	Classification Society without condition/recommendation**.

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

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

copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes

are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

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	alternative 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 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 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 for 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) Such list to be incorporated into this Agreement through an Addendum

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) Such list to be incorporated into this Agreement through an Addendum

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 and unbroached, unopened and unused lubricating and

hydraulic oils and

219	greases that have not passed through the Vessels main system, and in storage tanks and unopened drums

and pay ~~either~~ extra to the Sellers:

220	(a) *the actual net price basis FIFO calculation (excluding barging expenses) as evidenced by latest invoices or vouchers~~; or~~ at Sellers’/ time charterers’/ pool’s last net purchase prices;

copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes

are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

One (1) calendar day prior to the anticipated date of delivery of the Vessel, the quantities of bunkers,

lubricating and hydraulic oils and greases remaining on board shall be measured jointly by the Seller’s

Chief Engineer (acting as Sellers’ representative) and the Buyer’s familiarization crew on board (acting as

Buyers’ representative) with an agreed allowance of reasonable consumption up to the actual physical

delivery and a relevant statement to be agreed and signed by both Parties. Agreed allowance for

consumption for the period between the joint survey and the time of physical delivery will be subtracted

from the figures agreed in said survey and shall be included in the above statement. The Buyers shall pay

for the quantities mentioned in the aforesaid duly executed statement in United States Dollars according

to Clause 3 of this Agreement.

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

222	~~of thc Vessel or, if unavailable, at thc nearest bunkering port,~~

223	~~for the quantities taken over.~~

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 4(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 alternatives, delete whichever is not applicable. In the absence of deletions

230	alternative (a) shall apply.

231	8. Documentation

232	The place of closing: in the premises of the Deposit Holder with the physical presence of the Parties, or by virtual/ electronic attendance of the Parties’ authorised representatives.

In exchange for payment of the Purchase Price and Agreed Extra the Sellers shall provide the Buyers with

the Closing documents, which are to be mutually agreed between Buyers and Sellers as promptly as possible

and to form an Addendum to this Agreement, but the agreement and execution of such Addendum shall not

delay the lodging of the Deposit. Otherwise as per NSF 2012.

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

~~234~~

~~following delivery documents:~~

~~235~~

~~(i) Two Legal Bill(s) of Sale in a form recordablc in the Buyers’ Nominatcd Flag State;~~

~~236~~

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

~~237~~

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

~~238~~

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

~~239~~

~~(ii) Original True extract copy of written resolution f Sellers’ Board of Director resolving and approving the~~

~~scale of the Vessel, approvine and/ or ratifying the execution of the MIA, any and all Addenda therete as well as the~~

~~Completion Services Agreement entered into by and among the Sellers, the Buyers and the Deposit Holder (the “Escrow~~

~~Agreement”) and authorizing the issuance of a Power of Attorney to specific person(s) to execute any addenda to the~~

~~MOA, the Escrow Agreement and any addenda thereto, the Bill of Sale, Protocol of Delivery and Acceptance and all~~

~~other documents and to deal with all matters relating to the completion of the sale and transfer of title to the Buyers~~

~~pursuant to the MOA. The resolution shall be certified by a Notary and legalized by apostille.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) (iii) One (1) Original Extract of the Shareholder(s)’ resolutions resolving and approving the resolutions of~~

~~the Sellers’ Board of Directors duly notarised and apostilled~~

~~(iv) Power of Attorncy of the Sellers issued in line with the above appointing one or more representatives to~~

~~act on behalf~~

copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes

are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

~~242~~

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

~~243~~

~~or apostillcd (as appropriatc);~~

~~244~~

~~(iv) (v)Scanned copy of Sellers’ Certificate of Good Standing and Certificate of Incumbency issued by the~~

~~competent authority showing the company is in good standing, their authorized person(s)/directors and shareholders~~

~~and dated not earlier than (7) seven banking days prior the date of closing.~~

~~(vi) Scanned copy of the Sellers’ Certificate of Incorporation, Articles of Incorporation and By Laws,~~

~~certified as true and complete by a Director or lawyer of the Sellers.~~

~~(viii) Certificate or Transcript of Registry issued by the competent authoritics 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 prior release of Purchase Price with the original to be sent to the Buyers as~~

~~soon as~~

~~248~~

~~possible after delivery of the Vessel;~~

~~249~~

~~(viii) Declaration of Class or (depending on the Classification Society) a Class Maintenance~~

~~250~~

~~Certificate issued within three (3) Banking Days prior to delivery confirming that the~~

~~251~~

~~Vessel is in Class free of condition/recommendation;~~

~~253~~

~~(ixvi) (ix) Permission to Sale issued by the flag registration authority of the Vessel.~~

~~(x)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 othcr 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~~

~~(xi 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~~

~~(xii viii) Commercial Invoice for the Vessel marked fully paid;~~

~~266~~

~~(ixiii) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases marked fully paid;~~

~~268~~

~~(xiv) 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 and a Letter of Undertaking from Sellers to cancel their communication Vessel’s~~

~~communications contract which is to be sent immediately after delivery of the~~

~~269~~

~~Vessel;~~

~~270~~

~~(xvi) Any additional documents as may revsonably be required by the competent authoritics 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~~

~~(xvi ii) The Sellers’ letter of confirmation signed by a Director or authorised person that to the best of their~~

~~knowledge, the Vessel is not~~

~~275~~

~~black listed by any nation or international organisationorganization nor is subject to sanctions, prohibitions or~~

~~designations anywhere in the world and that the Sellers are not designated, as well as the Vessel is not a sanctioned~~

~~Vessel, under US, EU (or any of its member states) or UK or the UN.~~

copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes

are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

~~(xvii) ) A letter of confirmation from Master confirming that all crew wages have been paid in full until the~~

~~time and date of delivery.~~

~~(xix) Copies f the passport f Sole Director f the Sellers and of the attorncy in fact/ authoriscd signatory~~

~~who signed or shall sign the MOA, Escrow Agreement, release instructions and the delivery documents.~~

~~(xx) Letter of Undertaking dated on the date of Delivery signed by the Sellers’ Director or duly authoriscd attorncy in~~

~~fact to send the original documents stated above (where available) to the Buyers within seven (7) Banking Days from~~

~~Delivery of the Vessel.~~

~~Statement of compliance for IMO DCS and DOC for EU MRV (Updated fuel oil consumption till date of delivery, as~~

~~required by ΙMO), to be provided well after the Vessels’ delivery (DOC for EU MRV for years 2022,2023 and 2021, and~~

~~SOC for IMO DCS data for years 2022, 2023m 2024~~

~~276~~

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

~~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 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 for review and comment by the

287	other party without undue delay ~~(state number of days), or if left blank, nine (9) days prior to the~~

288	~~Vessels intended date of readiness for delivery as notificd by the Sellers pursuant to~~

289	~~Clause 5(b) of this Agreement.~~

290	(e) Concurrent with the exchange of documents in the Addendum 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)~~ manuals, Vessel Response Plan for OPA 90 and SOPEP), which are on board the Vessel. Other

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

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

295	(f) Other technical and operational 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 up to six (6) months back

counting as from the date the Sellers tender Notice of Readiness with all relevant personal data protected

by EU GDPR regulation erased. The Buyers undertake that the copies of the log books are solely for their

internal reference and shall not share same with any external person or entity.

Sellers to provide last 5 port clearance on board the Vessel at time of Delivery.

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

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

copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes

are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

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 in substantially the same condition as she was at the time of inspection of her records according to Clause 4 of this Agreement, fair wear and tear excepted.

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

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

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

317	certificates the Vessel had at the time of inspection, clean and valid and unextended for min. 3 months without

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

319	of delivery.

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

321	4(b) (Inspections), 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

copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes

are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

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 cancel this Agreement.

350

15.

Buyers’ representatives

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

352	Buyers have the right to place two (2) representatives on board the Vessel during the last voyage prior Vessel’s intended delivery at their sole risk and

353	expense and subject to the requirements of the Sellers and/or Ship Manager in relation to Covid-19 or any other safety precaution.

Once at port of delivery and on delivery only, Buyers to have the right place one (1) further Buyers’

representative onboard, to assist with the delivery procedure, subject always to vessel’s safe

manning and local regulations.

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’ P&I Club’s standard letter of

357

indemnity prior to their embarkation and the Buyers shall pay US$20 per day per representative for

victualling plus any communication expenses at cost as presented by the Seller at the time of delivery. All

Buyers’ representatives that are due to board the Vessel shall a) be seamen and members of the Buyers’

crew; and b) sign Sellers’ P&I Club’s standard Letter of Indemnity prior boarding the Vessel.

The Buyers’ representatives while on board the Vessel shall at all times comply and follow Sellers’ Covid-

19 and epidemic safety procedures.

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 sole arbitrator

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 Λgreement 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~~

copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes

are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

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 proccedings shall be conductcd in accerdance 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 Proecdure 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(e) 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: Concord Voyage Limited

Unit 2406b 24/F Low Block, Grand Millennium Plaza, 181 Queen’s Rd, Central Sheung Wan, Hong Kong

399

For the Sellers: c/o PERFORMANCE SHIPPING MANAGEMENT INC.

373 Syngrou Ave. & 2-4 Ymittou str.

17564, Palaio Faliro, Athens, Greece

Tel: +

Email:

400

18.

Entire Agreement

401	The written terms and conditions 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~~ to the subject matter of this Agreement.

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 condition, covenant, promise, term, statement, representation, assurance or

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

407

Any ~~terms~~ condition, covenant, promise, terms, statement, representation, assurance or warranty capable

of being implied into this Agreement by any applicable ~~statute or law are~~ custom, practice, statute

(including without limitation, the Sale of Goods Act or any statutory modification or re-enactment

thereof), or law is 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. Confidentiality

copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes

are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

All details of this transaction to be kept strictly private and confidential. This Agreement and its negotiation and terms (the “Confidential Information”) are private and confidential between the Buyers, the Sellers and their affiliates, and the Parties or their affiliates shall not disclose Confidential Information to any other person without the prior written consent of the disclosing party, provided that nothing in this clause shall preclude a party from disclosing Confidential Information:

1. to the ultimate shareholders of such party, its affiliates and co-investors and its and their members, advisory committee members, directors, officers, employees, consultants, agents, representatives, professional advisers, insurers, auditors, financiers and to the Vessel’s technical and commercial managers (collectively, the “Nominated Representatives”);

2. to the extent required in connection with the employment of the vessel, to the Vessel’s actual or potential charterers;

3. to the extent required by law or regulation or any governmental or other authority, or the rules of any relevant stock exchange, indicatively the US SEC and NASDAQ;

4. for financing and registration purposes of the Vessel; or

5. which is in the public domain, other than as a result of breach of this clause by or through such party. Should however details of the sale become known or reported on the market, neither the Buyers nor the Sellers shall have the right to withdraw from the sale or to fail to fulfil their obligations under this Agreement.

20. Trade and Economic Compliance

Notwithstandingany other clause in this Agreement:-

a) The Buyers, for themselves and their holding companies, affiliates, associates, directors, senior executives and officers, and shareholders warrant, represent and undertake to the Sellers, that at the date of entering into this Agreement and continuing until the Buyers have paid the purchase price in full andtaken possession of the Vessel on delivery by the Sellers, neither the Buyers nor any person or entity on whose behalf or under whose direction the Buyers act or assist, nor any person or entity who the Buyers may nominate to take delivery and transfer of title of the Vessel, or to facilitate any aspect of this transaction are designated pursuant to any trade and economic sanctions, prohibitions or restrictions imposed by a Sanctions Authority, are 50% or more owned or controlled by any such person or entity, or based, organized or resident in a country or territory whose government is the target of sanctions or that is the subject of comprehensive (i.e., country-wide or territory-wide) Sanctions (including, as of the date of signature of this contract, Russia, the Donetsk People’s Republic, Luhansk People’s Republic and Crimea regions of Ukraine, Cuba, Iran, North Korea, Venezuela, Belarus and Syria) (a “Sanctioned Entity”) and that entry into andperformance of this Agreement is not prohibited or restricted by, and will not expose the Sellers, their managers, the Vessel or their employees to sanctions, prohibitions or restrictions under any trade or economic sanctions, prohibitions or restrictions (“Sanctions”). For this purpose, a “Sanctions Authority” means the US, UN, EU, UK, Switzerland, any governmental agencies or

departments of the foregoing and any other applicable sanctions authority, applicable to Parties.

b) The Sellers, for themselves and their holding companies, affiliates, associates, directors, senior executives and officers, and shareholders warrant, represent and undertake to the Buyers, that at the date of entering into this Agreement and continuing until the Buyers have paid the purchase price in full andtaken possession of the Vessel on delivery by the Sellers, neither the Sellers nor any person or entity on whose behalf or under whose direction the Sellers act or assist, nor the Vessel are a Sanctioned Entity and that entry into andperformance of this Agreement is not prohibited or restricted by, and will not expose the Buyers to Sanctions.

c) The Vessel is sold on condition that it, and its components, shall not be sold, transferred, released, exported, chartered, provided or used by the Buyers, or any person deriving title or access to the Vessel under them, for any purpose or in any activity which would expose the Sellers, their managers, the Vessel or their employees to Sanctions. The Buyers undertake that such provision will apply in case of the sale of the vessel to the next purchaser, however, Buyers cannot ensure the application of this clause for subsequent transactions which are beyond their reasonable control. In the event the sale by the Buyers

copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes

are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

to the next purchaser becomes subject to, or in violation of Sanctions, the Buyers shall notify the Sellers upon receipt of such info.

d) If at any time before delivery the Sellers become aware of any actual breach of the warranty, representation, undertaking and condition contained in paragraph (a) or (c), the Sellers may cancel this Agreement by written notice to the Buyers, without liability to the Buyers, and shall be entitled to compensation for their proven losses and all expenses they have incurred. The Buyers shall indemnify the Sellers, their managers and employees on demand against any and all sanctions, prohibitions, restrictions, claims, loss or liability whatsoever and howsoever arising directly as a result of breach of the warranty, representation and undertaking and condition contained in paragraph (a) or (c), whether or not the Sellers cancel this Agreement.

e) If at any time before delivery the Buyers become aware of any actual breach of the warranty, representation, undertaking and condition contained in paragraph (b), the Buyers shall comply with Sanctions to which the Buyers or the Vessel are subject and follow any orders or directions which may be given by any Sanctions Authority, acting with powers to compel compliance and irrespective of any such orders, directions, laws or regulations, the Buyers are entitled to compensation for their proven direct losses and expenses they have incurred due to such a breach whether or not they cancel this Agreement.

f) No act or omission of the Sellers shall at any time constitute a waiver of this Clause 20; and the warranties, representations and undertakings contained in this Clause 20 are deemed repeated and remain in effect before and after delivery, whether or not delivery occurs. g) Notwithstandinganything in this clause to the contrary, Buyers and Sellers shall not be required to do anything which constitutes a violation of the Sanctions laws and regulations to which either of them is subject. The Buyers shall complete the Ship Sale Questionnaire as set out in Schedule C hereto and the Counterparty Questionnaire which will be sent by the Sellers to Buyer’s e-mail address as provided in Clause 17 of this Agreement as soon as practicable after the date of this Agreement and in any event before delivery of the Vessel, failing which the Sellers shall have the right to terminate this Agreement by written notice to the Buyers, without anyliability to the Buyers, and shall be entitled to compensation for their proven losses and all expenses they have incurred. Buyer’s response and warranties therein are deemed correct, valid and repeated at the time of Delivery.

21. Anti-Corruption Obligation

(a) Buyers and Sellers each agree, undertake and warrant to the other on a continuing basis that:

(i) that it complies with the Bribery Act 2010 of the United Kingdom, the United States Foreign Corrupt Practices Act of 1977 and any anti-corruption laws and statutes, rules or regulations issued, administered or enforced by Greece, United Kingdom, the United States of America, or any other jurisdiction in which the Sellers or Buyers conduct business or operations and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable government entity or proceeding by or before any applicable court or government entity.

(ii) in connection with the MOA each Party will comply with all applicable anti-corruption legislation and have procedures in place that are, to the best of its knowledge and belief, designed to prevent the commission of any offence under such legislation by any member of its organisation or by any person or entity providing services for it or on its behalf in connection with this MOA; and

(iii) in connection with the negotiation of this MOA neither it nor any member of its organisation has committed any breach of applicable anti-corruption legislation.

(b) If at any time before delivery the Buyers have breached any applicable anti-corruption legislation in connection with this MOA, the Sellers may cancel this MOA by written notice to the Buyers, without liability to the Sellers, and shall be entitled to compensation for their proven losses and all expenses they have incurred. The Sellers shall be under no obligation to procure the return of the Deposit (or any interest thereon) to the Buyers; and the Deposit shall be released to the Sellers if and to the extent that

copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes

are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

release of the Deposit is permitted under the applicable national, international and supranational anti-corruption laws and regulations. The Buyers shall defend and indemnify Sellers against any and all fines, penalties, claims, proven losses, damages, costs (including, without limitation, court fees and legal costs), expenses and liabilities whatsoever and howsoever arising directly as a result of such breach, whether or not the Sellers cancel this MOA.

(c) If at any time before delivery the Sellers have breached any applicable anti-corruption legislation in connection with this MOA, the Buyers may cancel this MOA (as per lines 343-344) by written notice to the Sellers, without liability to the Buyers, and in addition to that they should be entitled to compensation for their proven direct losses and expenses they have incurred as a result of such breach.

(d) Any such right to terminate must be exercised without undue delay.

22. Sanctions Clause

The Buyers and Sellers each represent, warrant and undertake to each other that 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 neither they nor any of their holding companies, affiliates or directors, senior executives or officers, or to their knowledge, any person on whose behalf they are acting in connection with this Agreement, is an individual or entity (“Person”) that is, or is 50% or more owned or controlled by, a Person (or Persons) that is the subject of any economic or financial sanctions or trade embargoes administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) the U.S. Departments of State or Commerce, the United Nations Security Council (“UNSC”), the European Union (“EU”), Switzerland, the United Kingdom (“UK”) or other applicable sanctions authority (collectively, “Sanctions”) or based, organized or resident in a country or territory that is the subject of comprehensive (i.e., country-wide or territory-wide) Sanctions (including, as of the date of signature of this contract, Russia, Crimea, Cuba, Iran, North Korea, Venezuela, Belarus and Syria). 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 may terminate this Agreement forthwith. The party in breach 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 and in accordance with this Agreement.

This Clause 22 to read in conjunction with Clause 20 above.

23. Onward Trading Clause

Buyers represent and warrant that:

a) Buyers are purchasing the Vessel for continued operation, and

b) Buyers have no intentions or plans to recycle the Vessel within the 12 months following delivery to the Buyers under this Agreement (unless the Vessel is declared a casualty by her insurers).

However should he Buyers’ intentions or plans change, the Buyers undertake and warrant that the Vessel shall be recycled in compliance with the applicable laws/regulations/conventions in relations to the recycling of Vessels and/or the disposal of waste including but not limited to the Regulation (EU)No. 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling (the EU Ship Recycling Regulation) and the Hong Kong international Convention for the Sale and Environmentally Sound Recycling of Ships.

c. If the Buyers are in in breach of the above provisions, they will compensate the Sellers for any loss or expense suffered by them or related companies in the Sellers’ group and/or the Vessel’s present managers.

24.

No assignment and transfer

No Party shall assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party. Save as expressly provided elsewhere in this Agreement, no person

copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes

are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

who is not a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

25. Anti- Money Laundering

Each Party warrants that from the date of this Agreement and on a continuing basis that it complies with any anti-money laundering and anti-corruption laws and statutes, rules or regulations issued, administered or enforced by Greece, United Kingdom, the United States of America, or any other jurisdiction in which the Sellers or Buyers conduct business or operations and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable government entity or proceeding by or before any applicable court or government entity and ensure it has instituted and maintained procedures designed to promote and achieve compliance with such laws. In the event of breach of the aforesaid warranty, the non-breaching party shall have the right to terminate this Agreement with no liability to the other party.

26. Disease

For the purposes of this clause “Disease” means COVID-19 (any mutation of COVID-19 and/or any other disease for which restrictions apply). “Restrictions” means any mandatory order of authorities or other circumstances that relate to the Disease that prevent either:

(i) the Sellers’ master, officers or crew disembarking from the Vessel and travelling from the place of delivery to their country of residence; or

(ii) the Buyers’ master, officers or crew travelling to the place of delivery from their country of residence or boarding the vessel at the time of delivery. Pursuant to Clause 5, the Sellers’ nominated intended place of delivery shall be a port/place where, according to the information provided to the Sellers at/before

the time of its nomination, there are no restrictions as per above at the time of nomination.

(a) If, prior to the arrival of the Vessel at the intended place of delivery, the Sellers reasonably believe that they will be unable to deliver or the Buyers reasonably believe that they will be unable to take delivery of the Vessel at the intended place of delivery due to Restrictions, then the party affected shall notify the other party without delay, and in any event no later than the day the Sellers’ give their three (3) day notice pursuant to Clause 5 of this Agreement. Then Sellers and Buyers shall discuss in good faith and cooperate in order to quickly find the best/nearest “Alternative Place of Delivery”. In such event, the Cancelling Date shall be extended by the time taken for the Vessel to move from her location at the time of the new nomination until she arrives at the Alternative Place of Delivery.

(b) If, after the arrival of the Vessel at the intended place of delivery, such place suddenly becomes subject to Restrictions, the Sellers shall nominate, and move the Vessel to, an Alternative Place of Delivery, and the Sellers shall keep the Buyers advised about the expected new delivery date, but no new pre-delivery notices shall be required to be given by the Sellers. The Cancelling Date shall be extended by the additional time required for such repositioning of the Vessel (as advised by the Sellers, acting reasonably). In case the restrictions come into place after Sellers have tendered Notice of readiness, such Notice of Readiness shall not be considered valid until the vessel is moved to “Alternate Place of

Delivery” and Notice of Readiness tendered again.

(c) Any additional bunkers consumed arising from the Vessel proceeding to an Alternative Place of Delivery instead of the place of deliver originally nominated in accordance with Clause 5 shall be shared on a 50:50 basis, against presentation of reasonable supporting documentation.

(d) If the Vessel or its crew is/are quarantined at any place, then all time in connection with such quarantine shall

automatically extend the Cancelling Qate by the period required for the Vessel or the crew to be released from

quarantine.

/s/ Andreas Nikolaos Michalopoulos	/s/ Elzod Erkinjonov
For and on behalf of the Sellers	For and on behalf of the Buyers

Name: Andreas Nikolaos Michalopoulos	Name: Elzod Erkinjonov
Title: Attorney-in-fact	Title: Director

copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes

are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.