SALEFORM 2012

Norwegian Shipbrokers’ Association’s

Memorandum of Agreement for sale and purchase of ships

Dated: This Agreement shall enter into effect pursuant to Clause 4 of the Master Agreement

ANEMOESA MARINE INC. of Marshall Islands (Name of sellers), hereinafter called the “Sellers”, have agreed to sell, and

EXCELERATE ENERGY LIMITED PARTNERSHIP or nominee (Name of buyers), hereinafter called the “Buyers”, have agreed to buy:

Name of vesselVessel Identified with: Hull No. 2477

IMO Number: 9820843

Classification Society: (i) DNV GL or (ii) BV, if the Buyers exercise their right under the Master Agreement to change the Vessel’s class to BV following the Delivery Date, at Buyers’ cost and time

Class Notation: as per the SBC or the equivalent notation if the Classification Society is changed to BV

Year of Build: as per the SBC

Builder/Yard: Daewoo Shipbuilding & Marine Engineering Co., Ltd. (“DSME”)

Flag:    Place of Registration:    GT/NT: as per the SBC/

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

Definitions

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

the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in clause 8

(Documentation) and (add additional jurisdictions as appropriate).

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

“Default Date” means five (5) Business Days after the Purchase Closing Date.

“Classification Society” means the Society referred to above.

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

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

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

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

registered letter, e-mail or telefax.

Agreement” means the master agreement dated 24^th September 2019 and made between the Sellers and the Buyers.

“Parties” means the Sellers and the Buyers.

“Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price). 4.2 of the Master Agreement.

“Sellers’ Account” means the account nominated by Sellers under Caluse 4.3 of the Master Agreement (state details of bank account) at the Sellers’ Bank.

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

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

Purchase Price

The Purchase Price is (state currency and amount both in words and figures). shall be addressed pursuant to Clause 4 of the Master Agreement.

Deposit

If the Buyer exercises its Modifications Right pursuant to Clause 6 of the Master Agreement, As security for the correct fulfilment of this Agreement the Buyers shall lodge- pay a deposit of

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

“Deposit”) in an amount equal to the Extra Cost (If any) to the Sellers’ Account in accordance with Clause 6 of the Master Agreement.

Banking Days after the date that:

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

e-mail or telefax; and

(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.

Payment

See Clause 4.3 of the Master Agreement,

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

notices):

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

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

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

Sellers’ Account.

Inspection Sale Conditions

(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 Tthe sale is outright and definite, subject only

to the terms and conditions of this Agreement and the Master Agreement (in particular Clause 9 thereof).

(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).

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

(state date/period).

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

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

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

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

examination by the Buyers.

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

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

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

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

Should the Buyers fail to undertake the inspection as 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.

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

alternative 4(a) shall apply.

Time and place of delivery and notices

See Clause 4.4 of the Master agreement

anchorage at/in (state place/range) in the Sellers’ option.

Notice of Readiness shall not be tendered before: (date)

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

(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.

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.

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

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

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

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

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

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

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

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

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

Cancelling Date stipulated in line 79.

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

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

force and effect

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

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

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

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

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

whereafter this Agreement shall be null and void.

Divers Inspection / Drydocking

(a)*

(i) 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(s) 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. The Sellers may

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

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

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

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

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

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

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

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

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

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

attendance.

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

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

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

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

materials) of carrying out the repairs to the satisfaction of the classification Society,

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

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

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

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

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

the Parties agree otherwise, should either of the Parties fail to obtain such a quote wthin

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.

(iii) 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.

(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/recommendations**. In such event the Sellers are also to pay for the costs and

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

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

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

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

expenses, dues and fees.

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

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

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

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

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

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

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

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

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

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

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

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

Classification Society without condition/recommendation**.

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

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

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

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

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

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

Society surveyor.

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

and painted at their risk, cost and expense without 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’ work requires such additional time, the Sellers

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

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

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

drydock or not.

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

alternative 6(a) shall apply.

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

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

Spares, bunkers and other items

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

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

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

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

order or exclueded. 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 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.

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

personal belongings including the stop chest are excluded For items included or excluded in the sale of the Vessel, refer to Clauses 2.2 and 2.3 of the Master Agreement. from the sale without compensation,

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

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

the sale without compensation: (include list)

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

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

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

greases in storage tanks and unopened drums and pay either:

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

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

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

for the quantities taken over.

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

— currency as the Purchase price.

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

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

Agreement shall be the relevant date.

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

alternative (a) shall apply.

Documentation

The place of closing: Athens, Greece or Houston, Texas, as agreed:

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

following delivery documents:

(i) 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 or legalised or apostilled, as required by the Buyers’ Nominated Flag State;

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

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

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

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

or apostilled (as appropriate);

(iv) If required by the Buyers’ Nominated Flag State, 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;

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

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

Vessel is in Class free of condition/recommendation;

(vi) If required by the Buyers’ Nominated Flag State, 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;

(vii) If required by the Buyers’ Nominated Flag State, Aa 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;

(viii) Commercial Invoice for the Vessel;

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

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

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

Vessel;

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

the Buyers’ Nominated Flag 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

the Purchase Option Notice this Agreement; and

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

black listed by any nation or international organisation.

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

(i) 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

(ii) 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).

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

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

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

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

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

other party not later than____(state number of days), or if 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. Purchase Closing Date.

(e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (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 have the right to take copies.

(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 have the right to take copies of same.

(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance (as defined in the Master Agreement)

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

Encumbrances

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, (save for any sub-charter (by demise or time or voyage charter) entered into between the Buyers (or their Affiliates) (as disponent owners) and any other party and any further sub charters),

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

to Port State or other administrative detentions (save for any encumbrances, mortgages and maritime liens or any other debts created or incurred and/or Port State or other administrative detentions arising from or in connection with the operation of the Vessel during the period of the BBC). 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 excluding always any and all claims (whether justified or not) made against the Vessel (prior to the time of delivery) incurred by Buyers (as Charterers), including any sub charterers, or their agents, arising out of or in relation to the operation of the Vessel during the period of the BBC.

Taxes, fees and expenses

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

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

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

tax indemnification obligations shall be addressed pursuant to Clause 22.2 of the Master Agreement.

Condition on delivery

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

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

delivered and taken over as she was at the time of inspection, fair wear and tear excepted:

(i) if the Purchase Closing Date coincides with the Actual SBC Delivery Date, on an “as is where is” basis in the same condition as at the time of delivery by DSME to Seller under the SBC. In particular, and without limiting the generality of the foreoing, the Buyers shall be required to accept delivery of the Vessel from the Sellers with any and all deficiencies in speed, fuel consumption, cargo capacity and boil off rate, back to back with the Sellers’ obligations to accept delivery of the Vessel from DSME unless this Agreement has been terminated in accordance with Clause 8 of the Master Agreement and subject to Buyers’ right in Clause 10 of the Master Agreement; or

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 inspection, valid and unextended without

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

of delivery.

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

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

Agreement shall be the relevant date.

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

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

12. Name/markings

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

markings.

113. Buyers’ default

Should the Deposit Purchase Price not be lodged paid in accordance with Clause 2 Clause 3 (DepositPayment), the Sellers have the

right to cancel thehis Agreement., and TheThe Sellersy shall be entitled to claim In Arbitration compensation for their losses

and for all expenses incurred together with interest.

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:

Sellers’ default

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

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

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

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

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

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

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

immediately.

Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready by the Default Date to transfer the Vessel in accordance with this Agreement and the Master Agreement, they shall make due compensation to the Buyers for their loss and for all expenses together with interest whether or not the Buyers cancel this Agreement. For clarity, this shall not limit Buyers’ right to seek specific performance of this Agreement.

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.

15.Buyers’representatives

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

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

expense.

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

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

Buyers and the Buyers’ representatives shall sign the Sellers’ P&l Club’s standard letter of

indemnity prior to their embarkation,

        Law and Arbitration

(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.

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

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

commenced.

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

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

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

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

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

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

forteen (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.

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

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

the time when the arbitration proceedings are commenced.

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

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

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

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

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

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

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

Society of Maritime Arbitrators, Inc.

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.

(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 connections with this Agreement shall be

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

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

deletions, alternative 16(a) shall apply.

Notices

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

Contact details for recipients of notices are as follows:

For the Buyers:

For the Sellers:

Entire Agreement

The written terms of this Agreement and the Master 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.

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, representations, assurance or

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

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

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

any liability for fraud.

For and on behalf of the Sellers

Name:

Title: