Contract

Exhibit 4.31

MEMORANDUM OF AGREEMENT Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956. Code-name SALEFORM 1993

Dated: 6 August 2015

Cape Xxxxxxxxx Marine Inc., of the British Virgin Islands hereinafter called the Sellers, have agreed to sell, and 1  

SEA GENIUS SHIPPING CO., of the Xxxxxxxx Islands hereinafter called the Buyers, have agreed to buy the 2

Name: GENIUS 3

Classification Society/Class:	BV	4
Built: 2010	By: Sungdong Shipbuilding & Marine Eng. Co. Ltd., South Korea	5
Flag: Isle of Man	Place of Registration: Xxxxxxx	6
Call sign: 2CPA7	Grt/Nrt: 88.479/56.828	7
Register IMO Number: 9398759		8
hereinafter called the Vessel, on the following terms and conditions:		9
Definitions		10

"Banking days" are days on which banks are open in the country of the currency	11
Stipulated for the Purchase Price in Clause 1, and in the place of closing stipulated in Clause 8, in the  country of the Vessel's flag, Greece, USA, UK and in the country of the Vessel's mortgagee bank.	12

"in writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa,	13
a registered letter, telefax or other modern form of written communication.	14

"Classification Society" or "Class" means the Society referred to in line 4. "Purchase Agreement" means the purchase agreement dated 6 August 2015 made by and among, inter alios, Seanergy (as defined in Clause 21 hereof) and the Sellers.			15
1.	Purchase Price:	USD 27,596,880 (United States Dollars twenty seven million five hundred ninety six thousand eighty eight hundred) only	16

2. Deposit 17

As security for the correct fulfilment of this Agreement  the  Buyers shall pay a deposit of 10%	18
(ten per cent) of the Purchase Price within banking days from the date of this	19
Agreement. This deposit shall be placed with	20
and held  by them in a joint  account  for the  Sellers  and  the  Buyers, to be released in accordance	21
with joint written instructions of the  Sellers  and   the  Buyers.  Interest, if any, to  be  credited to  the	22
Buyers. Any fee charged  for holding  the said deposit  shall  be  borne  equally  by  the  Sellers  and  the	23
Buyers.	24

3. Payment 25

The said Purchase Price shall be paid in full free of bank charges by Buyers to Sellers' bank account, details of which shall be furnished by Sellers,	26
before delivery of the Vessel, but not later than 3 (three) Banking days after the Vessel is in every respect	27
physically ready for delivery in accordance with the terms and conditions of this Agreement and	28
Notice of Readiness ("NOR") has been given in accordance with Clause 5.	29

 

4.        Inspections 30

a)*	The Buyers have waived the physical inspection for the Vessel and have accepted her. The Buyers have inspected and accepted the Vessel's classification records. Therefore the sale is outright and definite, subject only to the terms and conditions of this Agreement. The Buyers	31
	have also inspected the Vessel at/in [               ] on [               ]	32
	and have accepted the Vessel following this inspection and the sale is outright and definite,	33
	subject only to the terms and conditions of this Agreement.	34

b)*	The  Buyers  shall have  the right  to inspect  the  Vessel's   classification  records   and   declare	35
	whether same are accepted  or  not within	36

The Sellers shall provide for inspections of the Vessel at/in 37

	The  Buyers  shall  undertake  the  inspection   without  undue  delay  to  the  Vessel.   Should  the	38
	Buyers  cause  undue  delay  they  shall  compensate  the  Sellers  for the losses thereby incurred.	39
	The  Buyers  shall  inspect  the  Vessel without opening up   and without    cost  to  the  Sellers	40
	During  the  inspection,  the  Vessel's  deck  and  engine  log  books  shall  be  made  available for	41
	examination  by  the  Buyers. If the  Vessel  is  accepted  after  such  inspection,  the  sale shall	42
	become outright and definite, subject  only  to  the  terms  and  conditions  of  this  Agreement,	43
	provided the  Sellers receive   written notice  of  acceptance  from  the  Buyers  within  72 hours	44
	after  completion  of  such  inspection.	45
	Should  notice  of  acceptance  of   the  Vessel's classification  records  and  of  the Vessel not be	46
	received  by  the  Sellers  as  aforesaid, the deposit together  with   interest earned   shall  be	47
	released  immediately to the  Buyers, whereafter  this  Agreement shall be   null and void.	48

*	4 a) and 4b) are alternatives; delete whichever is not applicable. In the absence of deletions,	49
	alternative 4a) to apply.	50

5. Notices, time and place of delivery 51

a)	The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall	52
	provide the Buyers with 30/20/15/10/7/5/3 approximate and 2 and 1 definite days notices of the expected time and place of arrival at the	53
	intended time and place of drydocking/underwater inspection/delivery. When the Vessel is at the	54
	place of delivery and in every respect physically ready for delivery in accordance with this	55
	Agreement, the Sellers shall give the Buyers a written NOR for delivery.	56
b)	The Vessel shall be delivered to the Buyers free of stowaways, free of cargo, with clean swept holds	57
	safely afloat at a safe and accessible berth, port or anchorage in PR China range.	58
		59
	Expected time of delivery: 17 August 2015 – 30 November 2015 or such later date at Buyers' option.	60
	Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 30 November 2015 or such later date at Buyers' option.	61

c)	If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the	62
	Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in	63
	writing stating the date when they anticipate that the Vessel will be ready for delivery and	64
	propose a new cancelling date. Upon receipt of such notification the Buyers shall have the	65
	option of either cancelling this Agreement in accordance with Clause 14 within 4 7 running	66
	days of receipt of the notice or of accepting the new date as the new cancelling date. If the	67
	Buyers have not declared their option within 4 7 running days of receipt of the Sellers'	68
	notification or if the Buyers accept the new date, the date proposed in the Sellers' notification	69
	shall be deemed to be the new cancelling date and shall be substituted for the cancelling	70
	date stipulated in line 61.	71

	If this Agreement is maintained with the new cancelling date all other terms and conditions	72
	hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full	73
	force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any	74
	claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by	75
	the original cancelling date.	76

d)	Should the Vessel become an actual, constructive or compromised total loss before delivery	77
	the deposit together  with  interest  earned shall be released immediately to the Buyers	78
	whereafter this Agreement shall be null and void.	79

6. Drydocking / Divers Inspection - SEE CLAUSE 18 of this Agreement. 80

a)**	The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the	81
	Classification Society of the Vessel's underwater parts below the deepest load line, the	82
	extent of the inspection being in accordance with the Classification Society's rules.  If the	83
	rudder, propeller, bottom or other underwater parts below the deepest load line are found	84
	broken, damaged or defective so as to affect the Vessel's class, such defects shall be made	85
	good at the Sellers' expense to the satisfaction of the Classification Society without	86
	condition/recommendation*.	87

b)**	(i) The Vessel is to be delivered without drydocking.  However, the Buyers shall	88
	have the right at their expense to arrange for an underwater inspection by a diver approved	89
	by the Classification Society prior to the delivery of the Vessel.  The Sellers shall at their	90
	cost make the Vessel available for such inspection. The extent of the inspection and the	91
	conditions under which it is performed shall be to the satisfaction of the Classification	92
	Society. If the conditions at the port of delivery are unsuitable for such inspection, the	93
	Sellers shall make the Vessel available at a suitable alternative place near to the delivery	94
	port.	95

	ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line	96
	are found broken, damaged or defective so as to affect the Vessel's class, then unless	97
	repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers	98
	shall arrange for the Vessel to be drydocked at their expense for inspection by the	99
	Classification Society of the Vessel's underwater parts below the deepest load line, the	100
	extent of the inspection being in accordance with the Classification Society's rules.  If the	101
	rudder, propeller, bottom or other underwater parts below the deepest load line are found	102
	broken, damaged or defective so as to affect the Vessel's class, such defects shall be made	103
	good by the Sellers at their expense to the satisfaction of the Classification Society	104
	without condition/recommendation*. In such event the Sellers are to pay also for the cost of	105
	the underwater inspection and the Classification Society's attendance.	106

	(iii) If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry-	107
	docking facilities are available at the port of delivery, the Sellers shall take the Vessel	108
	to a port where suitable drydocking facilities are available, whether within or outside the	109
	delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver	110
	the Vessel at a port within the delivery range as per Clause 5 b) which shall, for the	111
	purpose of this Clause, become the new port of delivery. In such event the cancelling date	112
	provided for in Clause 5 b) shall be extended by the additional time required for the	113
	drydocking and extra steaming, but limited to a maximum of 14 running days.	114

c) If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above 115

	(i) the Classification Society may require survey of the tailshaft system, the extent of	116
	the survey being to the satisfaction of the Classification surveyor. If such survey is not	117
	required by the Classification Society, the Buyers shall have the right to require the tailshaft	118
	to be drawn and surveyed by the Classification Society, the extent of the survey being in	119
	accordance with the Classification Society's rules for tailshaft survey and consistent with	120
	the current stage of the Vessel's survey cycle. The Buyers shall declare whether they	121
	require the tailshaft to be drawn and surveyed not later than by the completion of the	122
	inspection by the Classification Society. The drawing and refitting of the tailshaft shall be	123
	arranged by the Sellers. Should any parts of the tailshaft system be condemned or found	124
	defective so as to affect the Vessel's class, those parts shall be renewed or made good at	125
	the Sellers' expense to the satisfaction of the Classification Society without	126
	condition/recommendation*.	127

	(ii) the expenses relating to the survey of the tailshaft system shall be borne	128
	by the Buyers unless the Classification  Society requires such survey to be carried out, in	129
	which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses	130

	if the Buyers require the survey  and  parts of the system are condemned or found defective	131
	or broken so as to affect the Vessel's class*.	132

	(iii) the expenses in connection with putting the Vessel in and taking her out of	133
	drydock, including the drydock dues and the Classification Society's fees shall be paid by	134
	the Sellers if the Classification Society issues any condition/recommendation* as a result	135
	of the survey or if it requires survey of the tailshaft system. In all other cases the Buyers	136
	shall pay the aforesaid expenses, dues and fees.	137

	(iv) the Buyers' representative shall have the right to be present in the drydock, but	138
	without interfering with the work or decisions of the Classification surveyor.	139

	(v) the Buyers shall have the right to have the underwater parts of the Vessel	140
	cleaned and painted at their risk and expense without interfering with the Sellers' or the	141
	Classification surveyor's work, if any, and without affecting the Vessel's timely delivery. If,	142
	however, the Buyers' work in drydock is still in progress when the Sellers have	143
	completed the work which the Sellers are required to do, the additional docking time	144
	needed to complete the Buyers' work shall be for the Buyers' risk and expense. In the event	145
	that the Buyers' work requires such additional time, the Sellers may upon completion of the	146
	Sellers' work tender Notice of Readiness for delivery whilst the Vessel is still in drydock	147
	and the Buyers shall be obliged to take delivery in accordance with Clause 3, whether	148
	the Vessel is in drydock or not and irrespective of Clause 5 b).	149

*	Notes, if any, in the surveyor's report which are accepted by the Classification Society	150
	without condition/recommendation are not to be taken into account.	151

**	6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions,	152
	alternative 6 a) to apply	153

7. Spares/bunkers, etc. 154

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on	155
shore, including broached/unbroached stores and provisions and spares without extra payment. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare	156
propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or	157
unused, whether on board or not shall become the Buyers' property.	158
Forwarding charges, if any, shall be for the Buyers' account. The Sellers are not required to replace spare	159
parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out	160
of spare and used as replacement prior to delivery, but the replaced items shall be the property of	161
the Buyers. The radio installation, GMDSS and navigational equipment shall be included in the sale without extra payment if they are the property of the Sellers.	162
Unused stores and provisions shall be included in the sale and be taken over	163
by the Buyers without extra payment.	164

The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the	165
Sellers' flag or name, provided they replace same with similar unmarked items. Library, forms, etc.,	166
exclusively for use in the Sellers' vessel(s), shall be excluded without compensation. Captain's,	167
Officers' and Crew's personal belongings including the slop chest are to be excluded from the sale,	168
as well as the following additional items (including items on hire):	169

-UNITOR'S OXYGEN/ACETYLENE/FREON CYLINDERS, EMPTY/FULL;

-MARICHEM SYSTEM MHCS 200;

-ORIGINAL FLAG CERTIFICATES (Registry – Intern. Tonnage – Radio Station Licence – Minimum Safe Xxxxxxx – CLCertificate - MLCertificate )– necessary for Ship's deletion from the articles;

-LIBRARY, FORMS, RECORDS, REPORTS, DECK and ENGINE Log Books, CORRESPONDENCE exclusively used by the Sellers;

-CD ROM QSEMS;

-SEAGULL TRAINING CDs;

-Lloyds MARINER – Risk Assessment CDs;

-LR Manager (Working hours) CDs;

-AMVER DISKETTE;

-EST SAFETY LABELS (35);

-ISPS CODE / CD / INSTRUCTIONS AND SECURITY AWARENESS CBT 115 AND ISPS TRAINER;

-OWNERS LISTS/ISM & ISPS system manuals / Company's Soft and Hardware/PC's etc.; and

-SECURITY IDENTIFICATION BADGES (CREW AND VISITORS).

The Buyers shall take over the remaining bunkers and unused lubricating oils in storage tanks and	170
sealed drums and pay the current net market  price (excluding  barging  expenses) at the port and date	171
of delivery of the Vessel Buyers shall take over the bunkers remaining on board with cost as per Platts prices for Singapore published three (3) banking days prior to the Vessel's delivery. Buyers shall also take over the remaining unbroached lubricants respectively in sealed drums/tins or in designated storage tanks not having passed to the engines/equipment through Vessel's system at Sellers' net contract prices of last supply as evidenced by the relevant copies of invoices. Exact quantities of remaining bunkers and lubricating oils shall be measured and agreed by and between the Sellers' and the Buyers' representatives latest by one (1) Banking day prior to expected date of delivery of the Vessel.	172
Payment under this Clause shall be made in cash at the same time and place	173
and in the same currency as the Purchase Price.	174

8. Documentation 175

The place of closing: Athens, Greece 176

In exchange for payment of the Purchase Price and delivery of the Vessel the Sellers shall furnish the Buyers and the Buyers shall furnish the Sellers with the delivery documents stated in this Clause and in Clause 17 of this Agreement. namely:		177 178
a)	Legal Xxxx of Sale in a form recordable in           (the country in  which  the Buyers  are	179
	to register the Vessel),  warranting that  the  Vessel  is  free  from  all  encumbrances,  mortgages	180
	and  maritime   liens  or  any  other  debts   or  claims  whatsoever,  duly  notarially  attested  and	181
	legalized by the consul of such country or other competent  authority.	182

b)	Current Certificate of  Ownership  issued  by  the  competent  authorities  of  the  flag  state  of	183
	the Vessel.	184

c) Confirmation of Class issued within 72 hours prior to delivery. 185

d)	Current Certificate issued by the competent  authorities  stating  that  the  Vessel  is  free  from	186
	registered encumbrances	187

e)	Certificate of Deletion of the Vessel from the  Vessel's  registry  or  other  official  evidence  of	188
	deletion appropriate to the Vessel's registry at the time of delivery, or,  in  the  event  that  the	189
	registry does not  as  a  matter  of  practice  issue  such  documentation  immediately,  a  written	190
	undertaking by the Sellers to effect deletion from the Vessel's  registry  forthwith  and  furnish  a	191
	Certificate or other official evidence of deletion to  the  Buyers  promptly  and  latest  within  4	192
	(four) weeks after the  Purchase  Price  has  been paid and the  Vessel has been delivered.	193

f)	Any  such  additional  documents  as  may  reasonably  be  required  by  the  competent  authorities	194
	for  the purpose of  registering  the  Vessel, provided  the   Buyers  notify  the  Sellers  of  any  such	195
	documents as soon as possible after the date of this Agreement	196

At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of	197
Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the	198
Buyers.	199

At the time of delivery the Sellers shall hand over to the Buyers the classification certificate(s) as well as all	200
Plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also	201
be handed over to the Buyers unless the Sellers are required to retain same, in which case the	202
Buyers to have the right to take copies. Other technical documentation which may	203
be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so	204
request. The Sellers may keep the Vessels log books but the Buyers to have the right to take	205
copies of same at Buyers' account.	206
9.        Encumbrances	207

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances, 208

Mortgages, taxies, levies, duties and maritime liens or other liens or any other debts whatsoever and is not subject to any port state or administrative detentions. The Sellers hereby undertake	209
to indemnify the Buyers against all consequences of claims made against the Vessel which have	210
been incurred prior to the time of delivery or arising out of or with respect to events occurring prior to the time of delivery.	211

10.      Taxes, etc. 212

Any taxes, fees and expenses in connection with the purchase and registration under the Buyers' flag	213
shall be for the Buyers' account, whereas similar charges in  connection with the closing of the Sellers'	214
register shall be for the Sellers' account.	215

11.      Condition on delivery 216

The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is	217
delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be	218
delivered and taken over "as is where is" as she was at the time of inspection, fair wear and tear excepted.	219
However, the Vessel shall be delivered free of stowaways, free of cargo and with clean swept holds and with her class maintained without condition/recommendation*,	220
free of average damage affecting the Vessels class, and with her classification certificates and	221
National/international/trading certificates and Continuous Survey of Machinery (CSM), as well as all other	222
certificates of the Vessel had at the time of inspection,	223
clean and valid at the time of the delivery (and unextended for a minimum period of 3 months from the time of delivery only in case the Vessel is delivered to the Buyers upon completion of scheduled special survey) without condition/recommendation* by Class or the relevant authorities at the time of delivery.	224
"Inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4 a) or 4 b), if	225
applicable, or the Buyers' inspection prior to the signing of this Agreement. If the Vessel is taken over	226
without inspection, the date of this Agreement shall be the relevant date.	227

*          Notes, if any, in the surveyor's report  which are accepted by the Classification Society	228
without condition/recommendation are not to be taken into account.	229

12.      Name / markings 230

Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.	231
13.      Buyers' default	232

Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel  this	233
Agreement, and  they shall be entitled to  claim  compensation for their losses and for all expenses	234
incurred together with interest.	235
Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to	236
cancel the Agreement, in which case the deposit  together  with interest  earned  shall  be released  to  the	237
Sellers.  If the  deposit  does  not  cover  their  loss, but in case of such cancellation the Sellers shall not	238
be entitled to claim further compensation for any losses suffered and/or for any expenses incurred together with interest.	239

14.      Sellers' default 240

Should the Sellers fail to give NOR in accordance with Clause 5 a) or fail to be ready	241
to validly complete a legal transfer by the date stipulated in line 61 the Buyers shall have	242
the option of cancelling this Agreement provided always that the Sellers shall be granted a	243
maximum of 3 (three) Banking days after the NOR has been given to make arrangements	244
for the documentation set out in Clause 8 and Clause 17. If after NOR has been given but before	245
the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not	246
made physically ready again in every respect by the date stipulated in line 61 and new NOR	247
given, the Buyers shall retain their option to cancel. In  the  event  that  the  Buyers  elect	248
to  cancel this Agreement  the  deposit  together  with  interest earned shall be released to them	249
immediately.	250
Should the Sellers fail to give NOR by the date stipulated in line 61 or fail to be ready	251
to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for	252

their loss and for all expenses together with interest if their failure is due to proven	253
negligence and whether or not the Buyers cancel this Agreement.	254

15.      Buyers' representatives 255

After this Agreement has been signed by both parties and  the deposit  has  been  lodged, the Buyers	256
have the right to place two (2) representatives on board the Vessel at their sole risk and expense upon	257
arrival at  ________ on or about _________ immediately.	258
These representatives/crew shall remain on board until delivery of the Vessel to, and acceptance of the Vessel by, the Buyers for the purpose of familiarisation and in the capacity of	259
observers only, and they shall not interfere in any respect with the operation of the Vessel. The	260
Buyers' representatives/crew shall sign the Sellers' letter of indemnity prior to their embarkation.	261
16.      Arbitration

a)* This Agreement (and any non-contractual obligations connected with this Agreement) shall be governed by and construed in accordance with English law and any dispute arising out of this	262 263
Agreement and/or any non-contractual obligations connected with this Agreement shall be referred to	264
arbitration in London in accordance with the Arbitration Acts 1996 or any statutory modification or	265
re-enactment thereof for the time being in force, one arbitrator being appointed by each	266
party. The arbitrators shall be full members of the London Maritime Arbitrators Association ("LMAA"). On the receipt by one party of the nomination in writing of the other party's arbitrator,	267
that party shall appoint their arbitrator within fourteen days, failing which the decision of the	268
single arbitrator appointed shall apply. If two arbitrators are properly appointed	269
they shall appoint a third arbitrator failing which the third arbitrator shall be appointed by the President of the LMMA at the time within 21 (twenty one) days of the two arbitrators being appointed.	270

b)* This  Agreement  shall  be  governed  by  and  construed  in  accordance  with  Title  9  of   the	000
Xxxxxx Xxxxxx Code and the Law of the State of New York  and  should  any  dispute  arise  out  of	272
this Agreement, the matter in dispute shall be referred to three  persons  at  New  York,  one  to	273
be appointed by each  of  the  parties  hereto,  and  the  third  by  the  two  so  chosen;  their	274
decision or that of any two of them shall be final, and for purpose of enforcing any  award,  this	275
Agreement may be made a rule of the Court.	276
The proceedings shall be conducted in accordance  with  the  rules  of  the  Society  of  Maritime	277
Arbitrators, Inc.  New York.	278

c)* Any dispute arising out of this Agreement shall be referred to arbitration at London in accordance with the Arbitration Xxx 0000 and subsequent alterations (if any), LLMAA rules to apply	279
, subject to the procedures applicable there.	280
The laws of England shall govern this Agreement.	281

* 16 a), 16 b) and 16 c) are altematives; delete whichever is not applicable.  In the absence of	282
deletions, altemative 16 a) to apply.	283

Additional Clauses 17, 18, 19, 20, 21, 22, 23, 24 and 25, inclusive as herein below, are deemed to be fully incorporated into and form an integral part of this Agreement.

17.      Delivery Documents

A. In exchange of the payment of the Purchase Price and other monies due under Clause 3 of this Agreement, the Sellers shall furnish the Buyers with the following delivery documents, namely:

(a) Three originals of a legal xxxx of sale in form recordable in the Buyers' new flag in the English language (the "Xxxx of Sale") in favour of the Buyers, evidencing the transfer of all (100 percent) of the shares and interest in and title to the Vessel to the Buyers and warranting that the Vessel is free from all mortgages, encumbrances, charters, maritime liens or other liens, claims, taxes, levies, duties and any other debts whatsoever or any port state or administrative detentions, duly executed by the Sellers and duly certified by a notary public and legalized by Apostille.

(b) Fax or email copy of Transcript of Register issued by the Isle of Man Registry and dated the delivery date showing the Vessel to be registered in the ownership of the Sellers and free and clean from encumbrances and mortgages to be faxed to the closing meeting in Greece. The original of such Transcript of Register will be provided to the Buyers not later than 10 (ten) Banking days after the delivery date of the Vessel to the Buyers and the Sellers shall provide a written undertaking to the Buyers to that end.

(c) A certified true copy of the certificate of incorporation of the Sellers certified by the Sellers' Greek counsel.

(d) An original set of Minutes of all the members of the Board of Directors of the Sellers or Resolutions of the Sellers adopted by unanimous consent approving, authorizing and confirming the entry into this Agreement and any amendments and/or addendums thereto, authorising the sale of the Vessel in accordance with the provisions of this Agreement and authorizing persons to conclude the sale, transfer and delivery of the Vessel to the Buyers and sign, execute and deliver on behalf of the Sellers, inter alia, the Xxxx of Sale, a protocol of delivery and acceptance and any other document required to be executed by the Sellers in respect of the delivery of the Vessel from the Sellers to the Buyers thereof pursuant to this Agreement and also authorizing the execution of Power(s) of Attorney to a specific person or persons empowering them to execute and deliver such documents and take such steps as may be necessary or appropriate in order to transfer and deliver the Vessel to the Buyers, such Minutes to be duly certified by a notary public and legalized by Apostille.

(e) Original written resolutions of the Shareholder(s), approving the BOD minutes or Resolutions of the Sellers under 17. A. (d) above, duly certified by a notary public and legalized by Apostille.

(f) An original Power of Attorney of the Sellers executed pursuant to the Minutes or Resolutions referred to in item 17. A. (d) hereinabove duly certified by a notary public and legalized by Apostille.

(g) An original set of a director's certificate of incumbency of the Sellers certifying the name of all present directors/officers and shareholders of the Sellers and attaching copies of all the correct and complete and up-to-date constitutional documents in full force and effect of the Sellers (Memorandum and Articles of Association) with any amendments.

(h) An original Certificate of Goodstanding of the Sellers dated no more than 10 (ten) Banking days prior to the delivery date showing the Sellers to be in good standing under the laws of the British Virgin Islands.

(i) Two original Protocols of Delivery and Acceptance (one for the Sellers and one for the Buyers to be exchanged at the closing in Greece) confirming the delivery of the Vessel by the Sellers to the Buyers.

(j) Commercial Invoice in three (3) copies dated the delivery date, stating the full particulars of the Vessel and the Purchase Price of the Vessel signed and stamped by the Sellers.

(k) An original letter of confirmation from the Sellers stating that to the best of their knowledge the Vessel is not blacklisted by Arab Boycott League in Damascus or any other organisation, nation, government, state, country, political sub-division or union as of the delivery date.

(l) (i)   A letter of undertaking by the Sellers to effect deletion from the Vessel's Registry forthwith and provide the Buyers with the original Transcript of Closed Register from the Vessel's Registry within 10 (ten) Banking days after delivery of the Vessel and to also provide the Vessel's new flag with a Closed Continuous Synopsis Record issued by the Vessel's Registry within 30 (thirty) running days after delivery of the Vessel; (ii) A copy of the Transcript of Closed Register to be provided to the Buyers on the delivery date; and (iii) a Closed Continuous Synopsis Record from the Vessel's Registry to be issued and delivered to the Vessel's new flag administration as paragraph (o)(i) above within 30 (thirty) running days after the delivery of the Vessel (unless the Buyers waive this item (I) (i) (ii) and (iii) ).

(m)      Original Class Maintenance Certificate issued by the Vessel's present Class and dated not more than 3 (three) Banking days prior to the date of delivery of the Vessel evidencing that the Vessel is class maintained without condition/recommendation.

(n)      An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel has not traded with or called in Israel, Cuba, Iran, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations, dated the delivery date. In case however the Vessel has traded in Israel and/or Iran, Sellers to provide an original letter of confirmation addressed to the Buyers confirming the following: i) the Vessel has not traded with or called in Cuba, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations and ii) that if the Vessel has traded Israel and/or Iran, this was with legal cargo for humanitarian purposes, dated the delivery date.

(o)       An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel is entitled to trade worldwide within Institute Warranty Limits without restriction or limitation.

(p)       An original letter of confirmation from the Sellers that to the best of their knowledge the Vessel has not touched bottom or suffered any underwater damage from her last drydock up to the date of her delivery.

(q) One original letter from the Sellers confirming that any outstanding radio accounts shall be settled by the Sellers as soon as practically possible after the Vessel's delivery with no liability regarding the same to be incurred against the Buyers.

(r)        Recent AGM free certificate from authorized company, if available.

(s)       Most recent original Certificate for Chinese Tonnage Tax dues at no cost, if available.

(t)       Any such additional documents as may be reasonably required by the Buyers' flag authorities for the purpose of transferring title and registering the Vessel, provided that the Buyers notify the Sellers of any such documents as soon as possible and in no event later than 7 (seven) days prior to the expected delivery of the Vessel.

B. In exchange of delivery of the Vessel, the Buyers shall furnish the Sellers with the following delivery documents, namely:

(a) Copy of the Certificate of Incorporation of the Buyers, certified as true by the Buyers' Greek Legal Counsel.

(b) Original Good Standing Certificate of the Buyers dated no more than 7 (seven) Banking prior to the delivery date showing the Buyers to be in good standing under the laws of the Xxxxxxxx Islands.

(c) An original set of resolutions or minutes of the Board of Directors of the Buyers authorising the purchase of the Vessel in accordance with the provisions of this Agreement, the ratification of this Agreement signed and the execution on behalf of the Buyers of (inter alia) the acceptance of the Xxxx of Sale (if applicable), a protocol of delivery and acceptance and any other document required to be executed by the Buyers in respect of the delivery of the Vessel from the Sellers to the Buyers pursuant to this Agreement, and authorising further execution of a Power of Attorney authorising the execution any and all other documents and undertakings provided in this Agreement such resolutions to be duly legalised by Apostille.

(d) An original set of an officer's certificate of incumbency of the Buyers certifying the names of all present directors/officers of the Buyers and attaching copies of all correct and complete constitutional documents in full force and effect of the Buyers (Copies of the Articles of Incorporation and By-Laws (together with any amendment thereto up to and including the delivery date)).

(e) An original Power of Attorney of the Buyers issued in accordance with the resolutions referred to under 17. B. (c) above authorising the persons signing the documents on their behalf such power of attorney to be duly legalised by Apostille.

(f) Original written resolutions of the Buyers' Shareholder, approving the BOD minutes under 17. B. (c), such resolutions to be duly legalised by Apostille.

The parties undertake to exchange drafts of the above documents and agree final formats latest 7 (seven) Banking days prior to the delivery date of the Vessel.

18.      DRYDOCKING

NO DRYDOCKING CLAUSE TO APPLY AND CLAUSE 6 OF SALESFORM 1993 IS DELETED.

HOWEVER, PROMPTLY BEFORE OR AFTER THE VESSEL'S ARRIVAL AT THE DELIVERY PORT AND PRIOR TO THE VESSEL'S DELIVERY THE BUYERS HAVE THE RIGHT TO CARRY OUT AN INSPECTION OF THE VESSEL'S UNDERWATER (BELOW SUMMER LOADLINE) PARTS BY CLASS

APPROVED DIVERS WITH VIDEO LINK TO THE ATTENDING CLASS SURVEYOR, SUCH DIVERS INSPECTION TO BE AT BUYERS' RISK AND EXPENSE.

BUYERS TO ADVISE SELLERS FIVE (5) DAYS PRIOR TO DELIVERY IF THEY INTEND TO CARRY OUT UNDERWATER INSPECTION. IF THE DECLARED BY SELLERS DELIVERY PORT IS NOT FEASIBLE FOR AN UNDERWATER INSPECTION, BUYERS SHALL PROMPTLY ADVISE SELLERS OF AN ALTERNATIVE PLACE NEAR TO THE DELIVERY PORT, TO BE MUTUALLY AGREED, WHERE SELLERS ARE TO MAKE THE VESSEL AVAILABLE, AT SELLERS' COST (EXCEPT FOR THE BUNKERS' COST WHICH SHALL BE BORNE EQUALLY BETWEEN THE SELLERS AND THE BUYERS), FOR SUCH AN INSPECTION. THE EXTENT OF THE INSPECTION AND CONDITIONS UNDER WHICH IT IS PERFORMED SHALL BE TO THE SATISFACTION OF THE CLASSIFICATION SOCIETY.

THE DIVERS INSPECTION TO BE CARRIED OUT IN A MANNER AND UNDER CONDITIONS CONSIDERED SUITABLE BY THE ATTENDING CLASS SURVEYOR FOR SUCH UNDERWATER INSPECTION. ATTENDANCE ARRANGEMENTS AND FEES FOR THE ATTENDING CLASS SURVEYOR SHALL BE FOR THE BUYERS' ACCOUNT AND THE COST OF THE DIVERS FOR THE BUYERS' ACCOUNT.

A) IF ANY DAMAGE IS FOUND TO THE VESSELS UNDERWATER PARTS WHICH LEADS TO IMPOSING RECOMMENDATION(S) AGAINST THE VESSEL, AND REQUIRES SAME TO BE REPAIRED PRIOR TO THE VESSEL'S NEXT DUE DRYDOCKING DATE, THEN THE SELLERS SHALL REPAIR SUCH DAMAGE TO THE SATISFACTION OF CLASSIFICATION SOCIETY AT THE SELLERS' TIME AND EXPENSE, PRIOR TO THE VESSEL'S DELIVERY TO THE BUYERS. SHOULD THE VESSEL BE REQUIRED TO DRYDOCK TO EFFECT SUCH REPAIRS TO CLASS SATISFACTION, THEN THE BUYERS SHALL HAVE THE RIGHT TO SCRAPE/PAINT THE VESSEL'S UNDERWATER PARTS AT THE BUYERS' RISK & EXPENSE WHILST THE VESSELS IS IN DRYDOCK. ALL COSTS AND MATERIALS ASSOCIATED WITH THE BUYERS' WORKS AND ANY EXTRA DRYDOCKING TIME REQUIRED FOR THE BUYERS TO CARRY OUT/COMPLETE THEIR WORKS SHALL BE FOR THE BUYERS' ACCOUNT. SUCH BUYERS' WORKS SHALL NOT INTERFERE WITH THE SELLERS' WORKS AND NOT TO DELAY THE DELIVERY OF THE VESSEL. IN THE EVENT THAT THE SELLERS HAVE COMPLETED THEIR WORKS IN THE DRYDOCK TO THE SATISFACTION OF CLASS AND THE BUYERS WORKS ARE NOT YET COMPLETED, THEN THE SELLERS HAVE THE RIGHT TO TENDER NOR FOR DELIVERY TO THE BUYERS WHILST THE VESSEL IS IN DRYDOCK. IN THE EVENT OF THE VESSEL BEING REQUIRED TO DRYDOCK FOR REPAIRS AND THERE ARE NO SUITABLE DRYDOCKING FACILITIES AVAILABLE AT THE DELIVERY PORT, THEN THE SELLERS SHALL TAKE THE VESSEL IN BALLAST TO THE NEAREST PORT/PLACE WHERE SUITABLE DRYDOCKING FACILITIES ARE AVAILABLE, AND A NEW DELIVERY PORT TO BE AGREED BETWEEN THE PARTIES. IT IS HEREBY MUTUALLY AGREED BY THE SELLERS AND THE BUYERS, THAT IN THE EVENT OF DAMAGE AFFECTING CLASS BEING FOUND DURING THE DIVERS INSPECTIONS AS MENTIONED ABOVE, THEN THE AGREED CANCELLING DATE SHALL AUTOMATICALLY BE EXTENDED BY THE ADDITIONAL TIME REQUIRED FOR THE DRYDOCKING,

REPAIRS AND EXTRA STEAMING, BUT LIMITED TO A MAXIMUM OF FOURTEEN (14) RUNNING DAYS. CLASS ATTENDANCE FEES AND DIVERS COSTS TO BE FOR SELLERS' ACCOUNT.

B) IF ANY DAMAGE(S) TO THE VESSEL'S UNDERWATER PARTS IS FOUND WHICH LEADS TO CLASS IMPOSING A RECOMMENDATION(S) AGAINST THE VESSEL BUT AGREE TO POSTPONE PERMANENT REPAIRS TO SAME UNTIL THE VESSEL'S NEXT DUE DRYDOCKING DATE THEN, IN LIEU OF THE SELLERS REPAIRING SUCH DAMAGE(S), THE SELLERS TO COMPENSATE THE BUYERS BY WAY OF PAYMENT IN CASH TO THE BUYERS NOMINATED ACCOUNT AND THE BUYERS SHALL TAKE DELIVERY OF THE VESSEL AS SHE IS WITH SUCH RECOMMENDATION(S) OUTSTANDING. THE SELLERS AND THE BUYERS SHALL EACH OBTAIN A QUOTATION FOR THE REPAIR OF SUCH DAMAGE FROM TWO (2) SEPARATE REPUTABLE SHIP REPAIR YARDS IN THE AREA, AND THE COMPENSATION AMOUNT TO THE BUYERS SHALL BE THE AVERAGE OF THE TWO (2) REPAIR QUOTATIONS RECEIVED BY THE BUYERS AND SELLERS RESPECTIVELY AS MENTIONED ABOVE. CLASS ATTENDANCE FEES AND DIVERS COSTS TO BE FOR SELLERS' ACCOUNT.

19.     P AND C

The terms and conditions of the sale to be kept strictly private and confidential by all parties involved, save as required otherwise by the Securities and Exchange Commission or US stock listed exchange rules applicable to the Buyers.

20.      Notices

Any and all notices and communication in connection with this Agreement shall be in English in writing and shall be sent as follows:

(a) if to the Sellers at:

Attention: Asteria Bagouli

Telephone: x000000000000

Fax: x000000000000

E-mail: xxxxx@xxxx.xxx

or such other address as the Sellers may notify the Buyers.

(b) If to the Buyers at:

Attention: Xxxxxxxxx Xxxxxxxxx

Telephone: x00 000 0000 000

Fax: x00 000 0000000

E-mail: xxx@xxxxxxxx.xx

or such other address as the Buyers may notify the Sellers

21.      Performance Guarantee

Seanergy Maritime Holdings Corp., of the Xxxxxxxx Islands ("Seanergy") guarantees the performance by the Buyer of all of its obligations under this Agreement.

22.      Contracts (Rights of Third Parties) Xxx 0000

Nothing contained in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term hereof pursuant to the Contracts (Rights of Third Parties) Xxx 0000.

23.     Purchase Agreement & this Agreement

This Agreement is one of the "MOAs" referred to and defined in the Purchase Agreement. If there is any inconsistency between the terms and conditions of this Agreement and the terms and conditions of said Purchase Agreement, then the terms and conditions of the Purchase Agreement shall prevail.

24.      Condition Precedent to this Agreement

The obligations of the Buyer and Seanergy's performance guarantee under Clause 21 to consummate the transactions contemplated by this Agreement and take delivery of the Vessel shall be subject to the fulfillment, at or prior to the delivery date of the Vessel, of the following condition:

The Buyer shall have secured financing for the acquisition of the Vessel.

In the event that the above condition is not fulfilled at or prior to the delivery date of the Vessel, this Agreement shall forthwith become void and null and there shall be no liability on the part of any party hereto and Seanergy except that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.

25.      Entire Agreement

The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel.

For the Sellers		For the Buyers
/s/Eirini Kritikou		/s/Xxxxxxxxx Xxxxxxxxx
Name: Eirini Kritikou		Name: Xxxxxxxxx Xxxxxxxxx
Title: Authorized Director		Title: Authorized Director