scc Doc 869 Filed 10/18/18 Entered 10/18/18 16:33:22 Main Document Pg 1 of 3

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1 scc Doc 869 Filed 10/18/18 Entered 10/18/18 16:33:22 Main Document Pg 1 of 3 TOGUT, SEGAL & SEGAL LLP One Penn Plaza Suite 3335 New York, New York (212) Frank A. Oswald Brian F. Moore Lauren L. Peacock Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re: : Chapter 11 : TOISA LIMITED, et al., : Case No (SCC) : Debtors.1 : (Jointly Administered) : x CERTIFICATE OF NO OBJECTION TO NOTICE OF: (I) SELECTION OF SUCCESSFUL BID AND PROPOSED SALE OF TOISA PISCES; (II) FILING OF DECLARATION OF JONATHAN MILNE FAWTHROP IN SUPPORT OF THE SALE; (III) FILING OF DECLARATION OF JONATHAN MITCHELL IN SUPPORT OF THE SALE; AND (IV) FILING OF PROPOSED SALE ORDER TO THE HONORABLE SHELLEY C. CHAPMAN, UNITED STATES BANKRUPTCY JUDGE: The undersigned counsel respectfully states: 1. On October 9, 2018, Toisa Limited and certain of its affiliates, the above-captioned debtors and debtors in possession (collectively, the Debtors ), by their undersigned counsel, filed and served the Notice of: (I) Selection of Successful Bid and Proposed Sale of Toisa Pisces; (II) Filing of Declaration of Jonathan Milne Fawthrop in 1 The Debtors are as follows: Trade Prosperity, Inc.; Toisa Limited; United Courage, Inc.; Trade Vision, Inc.; United Journey, Inc.; United Kalavryta, Inc.; Trade Sky, Inc.; Trade Industrial Development Corporation; United Honor, Inc.; Trade Will, Inc.; United Leadership Inc.; United Seas, Inc.; United Dynamic, Inc.; United Emblem, Inc.; United Ideal Inc.; Trade Unity, Inc.; Trade Quest, Inc.; Trade Spirit, Inc.; Trade Resource, Inc.; United Ambassador, Inc.; Edgewater Offshore Shipping, Ltd.; United Banner, Inc.; Toisa Horizon, Inc.; and Trade and Transport Inc.

2 scc Doc 869 Filed 10/18/18 Entered 10/18/18 16:33:22 Main Document Pg 2 of 3 Support of the Sale; (III) Filing of Declaration of Jonathan Mitchell in Support of the Sale; and (IV) Filing of Proposed Sale Order [Docket No. 858] (the Sale Notice ) The Sale Notice provided that responses, if any, as it relates to Court consideration and approval of the Sale Notice, were to be filed and served so as to be actually received no later than October 16, 2018 at 4:00 p.m. (prevailing Eastern Time). 3. The undersigned counsel hereby certifies that, as of the date hereof, no objection to the Sale Notice has been received. The undersigned counsel further certifies that he has reviewed the docket in this case and no answer, objection, or other response to the Sale Notice appears thereon. 4. In accordance with Rule of the Local Bankruptcy Rules for the Southern District of New York, this certificate is being filed at least forty-eight (48) hours after expiration of the deadline for parties to file and serve any answer, objection, or response to the Sale Notice. [Concluded on Following Page] 2 Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Sale Notice. 2

3 scc Doc 869 Filed 10/18/18 Entered 10/18/18 16:33:22 Main Document Pg 3 of 3 5. Due to the foregoing, it is respectfully requested that the Court enter the proposed order approving the Sale Notice, a copy of which is attached hereto as Exhibit A, at its earliest convenience. Dated: October 18, 2018 New York, New York TOGUT, SEGAL & SEGAL LLP Counsel for the Debtors and Debtors in Possession By: /s/ Brian F. Moore FRANK A. OSWALD BRIAN F. MOORE LAUREN L. PEACOCK One Penn Plaza, Suite 3335 New York, New York (212)

4 Proposed Order Pg 1 of 26 EXHIBIT A PROPOSED ORDER

5 Proposed Order Pg 2 of 26 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re: : Chapter 11 : TOISA LIMITED, et al., : Case No (SCC) : Debtors. 1 : (Jointly Administered) : x ORDER AUTHORIZING AND APPROVING SALE OF TOISA PISCES FREE AND CLEAR OF LIENS, CLAIMS, AND ENCUMBRANCES IN ACCORDANCE WITH THE SALE PROCEDURES ORDER Upon the Notice of: (I) Selection of Successful Bid and Proposed Sale of Toisa Pisces; (II) Filing of Declaration of Jonathan Milne Fawthrop in Support of the Sale; (III) Filing of Declaration of Jonathan Mitchell in Support of the Sale; and (IV) Filing of Proposed Sale Order providing notice of the Order Authorizing and Approving the Sale of Toisa Pisces Free and Clear of Liens, Claims, and Encumbrances in Accordance with the Sale Procedures Order (the Sale Notice ) and the adjoining Declaration of Jonathan Milne Fawthrop attached to the Sale Notice as Exhibit B (the Fawthrop Declaration ) 2 and the Declaration of Jonathan Mitchell attached to the Sale Notice as Exhibit C (the Mitchell Declaration and, together with the Fawthrop Declaration, the Declarations ) in support of entry of an order (this Order ) authorizing the sale (the Sale ) of Toisa Pisces (the Vessel ) to Demeter Ghana or its designee (the Buyer ), pursuant to this Court s Order Approving 1 The Debtors in these chapter 11 cases are as follows: Trade Prosperity, Inc.; Toisa Limited; United Courage, Inc.; Trade Vision, Inc.; United Journey, Inc.; United Kalavryta, Inc.; Trade Sky, Inc.; Trade Industrial Development Corporation; United Honor, Inc.; Trade Will, Inc.; United Leadership Inc.; United Seas, Inc.; United Dynamic, Inc.; United Emblem, Inc.; United Ideal Inc.; Trade Unity, Inc.; Trade Quest, Inc.; Trade Spirit, Inc.; Trade Resource, Inc.; United Ambassador, Inc.; Edgewater Offshore Shipping, Ltd.; United Banner, Inc.; Toisa Horizon, Inc.; and Trade and Transport Inc. 2 Capitalized terms not otherwise defined herein have the meanings ascribed to them in the applicable Declaration.

6 Proposed Order Pg 3 of 26 (A) Procedures Regarding the Solicitation of Offers in Connection with the Sale of Certain of the Debtors Offshore Vessels, Subject to Bankruptcy Court Approval, (B) the Form of Notices Regarding the Sales, and (C) the Form of Purchase and Sale Agreement [Docket No. 671] (the Offshore Sale Procedures Order ); and sufficient notice of the Sale having been provided to all parties with an interest in the Vessel in accordance with the Offshore Sale Procedures Order; and the Court having reviewed and considered the Declarations and the purchase and sale agreement attached to this Order as Exhibit 1 (the Purchase Agreement ); and it appearing that the Sale is in the best interests of the Debtors, their estates, their creditors, their stakeholders, and other parties in interest; and after due deliberation thereon; and sufficient cause appearing therefor; IT IS HEREBY FOUND AND DETERMINED THAT: A. This Court has jurisdiction over the Sale pursuant to 28 U.S.C. 157 and This is a core proceeding under 28 U.S.C. 157(b). Venue of these cases and the Sale in this district is proper under 28 U.S.C and B. The legal predicates for the relief sought in the Sale Notice and the Declarations are sections 105(a), 363(b), 363(f), 363(m), and 541(a) of title 11 of the United States Code (the Bankruptcy Code ), Rules 2002, 6004, and 9006 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), Rule of the Local Bankruptcy Rules for the Southern District of New York (the Local Rules ), and the Amended Guidelines for the Conduct of Asset Sales for the United States Bankruptcy Court for the Southern District of New York (the Sale Guidelines ). C. This Order constitutes a final order within the meaning of 28 U.S.C. 158(a). Notwithstanding Bankruptcy Rules 6004(h), 6006(d), and 7062, and to the extent necessary under Bankruptcy Rule 9014 and Rule 54(b) of the Federal Rules of Civil Procedure, as made applicable by Bankruptcy Rule 7054, this Court expressly 2

7 Proposed Order Pg 4 of 26 finds that there is no just reason for delay in the implementation of this Order and expressly directs entry of this Order as set forth herein. D. As evidenced by the Fawthrop Declaration (i) proper, timely, adequate, and sufficient notice of the Sale has been provided in accordance with the Offshore Sale Procedures Order to each party entitled to such notice, including but not limited to all persons and entities known to have asserted a lien, claim, encumbrance, or other interest (collectively, Liens ) on the applicable Vessel, (ii) such notice was good, sufficient, and appropriate under the particular circumstances, (iii) such notice provided a fair and reasonable opportunity to object or be heard with respect to the Sale to all parties entitled to notice, and (iv) no other or further notice of the Sale is or shall be required. E. All interested persons and entities have been afforded a reasonable opportunity to object and to be heard with respect to the Sale. F. The Debtors have articulated good and sufficient reasons for this Court to grant the relief requested. The disclosures made by the Debtors in the Declarations and in the motion for entry of the Offshore Sale Procedures Order and at the hearing to consider entry of the Offshore Sale Procedures Order were good, complete, and adequate. G. The Debtors have demonstrated both (a) good, sufficient, and sound business purposes and justifications for approving the Purchase Agreement and (b) compelling circumstances for the Sale outside the ordinary course of business, pursuant to section 363(b) of the Bankruptcy Code before, and outside of, a plan of reorganization, in that, among other things, the immediate consummation of the Sale to the Buyer is necessary and appropriate to maximize the value of the Debtors estates, and the Sale will provide the means for the Debtors to maximize distributions to 3

8 Proposed Order Pg 5 of 26 creditors. H. The Debtors have shown that the Sale of the Vessel to the Buyer is a reasonable exercise of the Debtors business judgment and is in the best interests of the Debtors estates, their creditors, their stakeholders, and other parties in interest. Sound business reasons exist for the Sale. I. As set forth in the Declarations, the Debtors and their advisors marketed the Vessel to secure the highest and best offer. J. The Buyer is a good faith purchaser for value and, as such, is entitled to all of the protections afforded under section 363(m) of the Bankruptcy Code and has otherwise acted in good faith in connection with the Sale. Specifically, (i) the Buyer is not an insider of the Debtors, as that term is defined in the Bankruptcy Code; (ii) the Sale was negotiated at arm s-length and in good faith; (iii) the Buyer did not in any way induce or cause the filing of the Chapter 11 Cases; (iv) the consideration provided to the Debtors pursuant to the Sale is fair and reasonable; (v) the Sale is not the result of fraud or collusion; (vi) the Sale constitutes the highest or best offer made for the Vessel; and (vii) the Buyer is not a successor to the Debtors. Neither the Debtors nor the Buyer has engaged in any conduct that would cause or permit the Sale to be avoided or result in the imposition of any costs or damages under section 363(n) of the Bankruptcy Code. K. No party has objected to the Sale or the Purchase Agreement on the grounds of fraud or collusion. L. The terms and conditions of the Purchase Agreement are fair and reasonable. The consideration provided by the Buyer for the Vessel pursuant to the Purchase Agreement (i) was negotiated at arm s length and is fair and reasonable, (ii) is the highest or best offer for the Vessel, (iii) will provide a greater recovery for the 4

9 Proposed Order Pg 6 of 26 Debtors creditors than would be provided by any other practical available alternative, and (iv) constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and applicable non-bankruptcy law. M. Toisa Horizon Inc. is the sole and lawful owner of the Vessel. The transfer of the Vessel by the Debtors to the Buyer will be a legal, valid, and effective transfer of the Vessel, and will vest the Buyer with all right, title, and interest of the Debtors in and to the Vessel free and clear of all Liens, and all Liens on or against the Vessel and related assets being sold shall attach to the consideration received by the Debtors under the Purchase Agreement, with the same force, validity, priority, and effect as they currently exist. After the closing of the Sale under the Purchase Agreement, the Buyer shall have no liability for any claims asserted against or liabilities of the Debtors or their estates, except as may be provided for herein. IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED THAT: 1. The relief sought by the Debtors in the portion of their motion for entry of the Offshore Sale Procedures Order approving the Sale of the Vessel is hereby granted as set forth herein. All objections to entry of this Order that have not been withdrawn, waived, or settled by announcement to the Court during any hearing or stipulation filed with the Court, including, without limitation, any and all reservations of rights included in such objections or otherwise, are hereby denied and overruled on the merits with prejudice. Entities with an interest in the Vessel and related assets being sold pursuant to the Purchase Agreement that did not object or withdrew their objections to the entry of this Order are deemed to have consented to the Sale pursuant to section 363(f)(2) of the Bankruptcy Code. 2. This Order shall be binding in all respects upon all creditors of and holders of equity interests in the Debtors (whether known or unknown), agents, trustee 5

10 Proposed Order Pg 7 of 26 and collateral trustees, holders of Liens on the Vessel, or any portion thereof, all counterparties to contracts with the Debtors (whether or not assigned), all successors and assigns of the Debtors, and any subsequent trustees appointed in these bankruptcy cases or upon a conversion of these bankruptcy cases to one or more cases under chapter 7 of the Bankruptcy Code and shall not be subject to rejection or unwinding. Nothing in any chapter 11 plan confirmed in these bankruptcy cases, the order confirming any such chapter 11 plan, any order approving the wind down or dismissal of these bankruptcy cases, or any order entered upon the conversion of these bankruptcy cases to one or more cases under chapter 7 of the Bankruptcy Code or otherwise shall conflict with or derogate from the provisions of the Purchase Agreement or this Order. 3. The findings of fact set forth above and conclusions of law set forth herein constitute this Court s findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this case pursuant to Bankruptcy Rule To the extent any finding of fact later shall be determined to be a conclusion of law, it shall be so deemed, and to the extent any conclusion of law later shall be determined to be a finding of fact, it shall be so deemed. 4. Except as otherwise provided herein, all parties are enjoined from taking any action against the Buyer or any other purchaser of the Vessel, their affiliates or any agent of the foregoing to recover any claim which such person or entity has solely against the Debtors or their estates. 5. Pursuant to sections 363(b) and 363(f) of the Bankruptcy Code, the Debtors are authorized, empowered, and directed to take any and all actions necessary or appropriate to transfer the Vessel to the Buyer pursuant to the terms and conditions set forth in the Purchase Agreement. The Sale, including all of the terms and conditions 6

11 Proposed Order Pg 8 of 26 and transactions contemplated by the Purchase Agreement and all other ancillary documents, is hereby approved, and the Debtors are authorized and directed to take all actions necessary to consummate the Sale and to perform under the Purchase Agreement; provided, however, that if there is any conflict between the terms of the Purchase Agreement and this Order, this Order shall govern. 6. Upon sale and transfer of the Vessel, all of the Debtors right, title, and interest in the Vessel shall be immediately vested in the Buyer pursuant to sections 105(a), 363(b), and 363(f) of the Bankruptcy Code free and clear of any and all Liens, and all Liens on or against the Vessel and related assets being sold shall attach to the consideration received by the Debtors under the Purchase Agreement, with the same force, validity, priority, and effect as they currently exist. Such Sale shall constitute a legal, valid, binding, and effective transfer of such Vessel and shall vest the Buyer with good and marketable title to the Vessel. 7. The Debtors are authorized and directed to execute and deliver, and empowered to perform under, consummate, and implement the Purchase Agreement, together with all additional instruments and documents that may be reasonably necessary, convenient, or desirable to implement the Purchase Agreement and consummate the Sale pursuant thereto and effectuate the provisions of this Order and the transactions approved hereby, and to take all other actions as may be necessary for the purpose of assigning, transferring, granting, conveying, and conferring to the Buyer, the Vessel, as may be necessary or appropriate to the performance of the obligations as contemplated by the Purchase Agreement and this Order. 8. The Buyer is a good faith buyer within the meaning of section 363(m) of the Bankruptcy Code and, as such, is entitled to the full protections of section 7

12 Proposed Order Pg 9 of (m) of the Bankruptcy Code. The Sale was undertaken by the Buyer without collusion and in good faith, as that term is used in section 363(m) of the Bankruptcy Code and the Buyer is entitled to the full protections under section 363(m) of the Bankruptcy Code. Accordingly, the reversal or modification on appeal of the authorization provided herein to consummate the Sale shall not affect the validity of the Sale, unless such authorization and consummation of the Sale is duly and properly stayed pending such appeal. 9. The cash proceeds generated from the Sale shall be applied first to satisfy payment of the Broker Commission to Clarkson in the amount of $6,100. The remaining cash proceeds (including any cash deposit made by the Buyer) generated from the Sale shall be deposited directly into the DVB Bank of America N.V. ( DVB ) operated account with account number xxxx5434 (the Vessel Account ); provided, however, that notwithstanding the terms of the Informal Committee Cash Collateral Order [Docket No. 246] or any applicable cash collateral order in effect, DVB shall apply such cash proceeds and any other cash in the Vessel Account to permanently reduce the outstanding principal amount of the prepetition obligations owed to DVB in accordance with a closing memorandum (the Closing Memorandum ) to be delivered by the Debtors to DVB as soon as reasonably practicable prior to the expected date of the closing of the Sale (the Closing Date ), but in no event later than five (5) business days prior to the expected Closing Date, and agreed between DVB and the Debtors (in consultation with the Informal Committee and the Creditors Committee). In the event 8

13 Proposed Order Pg 10 of 26 that no such agreement regarding the Closing Memorandum is reached prior to the Closing Date, only the portion of the cash proceeds relating to disputed payments or reserves (the Disputed Amounts ) shall continue to be held in the Vessel Account in accordance with the Informal Committee Cash Collateral Order or any applicable cash collateral order in effect, and upon the closing of the Sale the remainder of the cash proceeds and any other cash in the Vessel Account shall be applied to permanently reduce the outstanding principal amount of the prepetition obligations owed to DVB. If the Debtors and DVB are unable to resolve their dispute with respect to the payment of, or reserve for, the Disputed Amounts within fourteen (14) days from the Closing Date, the Debtors shall file with this Court and serve upon DVB a motion, on at least ten (10) days prior written notice to DVB of any hearing on such motion, requesting authority to pay or reserve for such Disputed Amounts from the cash proceeds of the Sale, and no disbursements of the Disputed Amounts from the Vessel Account shall be made without further order of this Court. All of DVB s rights to object to any such motion are reserved. If the Debtors do not file a motion within fourteen (14) days from the Closing Date, the Disputed Amounts shall be applied to permanently reduce the outstanding principal amount of the prepetition obligations owed to DVB. The Debtors shall work in good faith with their advisors to timely prepare the Closing Memorandum prior to the closing of each Sale. 9

14 Proposed Order Pg 11 of Except as otherwise set forth in this Order, nothing in the Notice, the Purchase Agreement, or the Declarations shall be deemed to constitute the postpetition assumption of any agreement under Bankruptcy Code section Notwithstanding Bankruptcy Rules 6004(h), 6006(d), 7062, or 9014 or any other Bankruptcy Rule, Local Rule, or Rule 62(a) of the Federal Rules of Civil Procedure, this Order shall be immediately effective and enforceable upon its entry and there shall be no stay of execution of this Order. 12. The Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation of this Order. Dated: New York, New York, 2018 HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE 10

15 Proposed Order Pg 12 of 26 EXHIBIT 1

16 Explanatory Notes for SALEFORM 2012 are available from BIMCO at Proposed Order Pg 13 of 26 MEMORANDUM OF AGREEMENT Norwegian Shipbrokers Association s Memorandum of Agreement for sale and purchase of ships. Adopted by BIMCO in Code-name SALEFORM 2012 Revised 1966, 1983 and 1986/87, 1993 and 2012 Dated: 14th August Toisa Horizon Inc.(Name of sellers), hereinafter called the Sellers, have agreed to sell, and 2 Demeter Ghana, of 6 Airport Road, Airport Residential Area, Accra, Ghana whose financial performance and obligations to be fully guaranteed by Exworks Capital of Chicago, United States, which has an established branch office in London, UK. (Name of buyers), hereinafter called the Buyers, have agreed to buy: Name of vessel: M.V. Toisa Pisces 4 IMO Number: Classification Society: 6 Class Notation: 7 Year of Build: 1997 Builder/Yard: Ulstein Verft AS 8 Flag: Liberia Place of Registration: Monrovia GT/NT: 6651 / hereinafter called the Vessel, on the following terms and conditions: 10 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 13 (Documentation) and (add additional jurisdictions as appropriate) Printed by BIMCO s idea Copyright: Norwegian Shipbrokers Association, Oslo. Published by Norwegian Shipbrokers' Association, Oslo and BIMCO, Copenhagen Bankruptcy Court means the United States Bankruptcy Court for the Southern District of New York. Buyers Nominated Flag State means TBD (state flag state). 15 Class" means the class notation referred to above. 16 Classification Society" means the Society referred to above. 17 "Deposit" shall have the meaning given in Clause 2 (Deposit). 18 Deposit Holder means Kurtzman Carson Consultants LLC or Togut, Segal & Segal LLP in Sellers option 19 (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. 20 First Mortgage means the first preferred mortgage in favor of DVB Bank SE. In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, or telefax. Order means a judgment or Order of the Bankruptcy Court. Parties means the Sellers and the Buyers. 23 Purchase Price means the price for the Vessel as stated in Clause 1 (Purchase Price). Sale Order means an Order approving the transactions contemplated by this Agreement. Secured Lender means the lender that holds the First Mortgage. Sellers Account means Sellers Account (state details of bank account) at the Sellers Bank. 25 Sellers Bank means (state name of bank, branch and details) or, if left blank, the bank 26 notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price Purchase Price This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

17 Proposed Order Pg 14 of 26 The Purchase Price is USD 610,000 (United States Dollars Six Hundred Ten Thousand) (state currency and amount both in words and figures) Deposit 30 As security for the correct fulfilment of this Agreement the Buyers shall lodge pay a cash deposit of 31 % ( per cent) or, if left blank, 10% (ten per cent), of the Purchase Price (the 32 Deposit ) in an interest bearing account for the Parties with the Deposit Holder within one (1) three (3) 33 Banking Days after the date that: 34 (i) this Agreement has been signed by the Parties and exchanged in original or by 35 or telefax; and 36 (ii) the Deposit Holder has confirmed in writing to the Parties that the account has been 37 opened. 38 The Deposit shall be released in accordance with joint written instructions of the Parties. 39 Interest, if any, shall be credited to the Buyers. Any fee charged for holding and releasing the 40 Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder 41 all necessary documentation to open and maintain the account without delay Payment 43 The remainder of the Purchase Price, the balance of the purchase price for bunkers and 44 lubricants remaining on board and any other sums payable on delivery by the Buyers to the Seller under this Agreement shall be paid in full to the Deposit Holder, at least one (1) Banking Day prior to the delivery of the Vessel. On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and 45 notices): 46 (i) the Deposit shall be released to the Sellers; andsellers Account subject to the terms of the 47 relevant cash collateral Orders and cash management Orders entered in the Seller s Chapter 11 case. For the avoidance of doubt, the use of such Deposit shall be governed by the applicable cash collateral Order and cash management Order. (ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers 48 to the Sellers under this Agreement shall be paid released in full free of bank charges to the 49 Sellers Account and shall be held in the Sellers Account, subject to the terms of the 50 relevant cash collateral Orders and cash management Orders entered in the Sellers Chapter 11 case. For the avoidance of doubt, the use of such Purchase Price shall be governed by the applicable cash collateral Order and cash management Order. Any funds remaining after payment in full of the Purchase Price, the purchase price for bunkers and lubricants remaining on board and any other sums payable on delivery by the Buyers to the Seller under this Agreement shall be returned to the Buyers immediately after the closing. 4. Inspection 51 (a)* The Buyers have inspected and accepted the Vessel's classification records. The Buyers 52 have also inspected the Vessel at/in (state place) on (state date) waived inspection and have 53 accepted the Vessel following this inspection and therefore the sale is outright and definite, subject only 54 to the terms and conditions of this Agreement and Bankruptcy Court approval. 55 (b)* The Buyers shall have the right to inspect the Vessel's classification records and declare 56 whether same are accepted or not within (state date/period). 57 The Sellers shall make the Vessel available for inspection at/in (state place/range) within 58 (state date/period). 59 The Buyers shall undertake the inspection without undue delay to the Vessel. Should the 60 Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred. 61 The Buyers shall inspect the Vessel without opening up and without cost to the Sellers. 62 During the inspection, the Vessel's deck and engine log books shall be made available for 63 examination by the Buyers. 64 The sale shall become outright and definite, subject only to the terms and conditions of this 65 Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from 66 the Buyers within seventy-two (72) hours after completion of such inspection or after the 67 This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. 2

18 Proposed Order Pg 15 of 26 date/last day of the period stated in Line 59, whichever is earlier. 68 Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of 69 the Vessel's classification records and/or of the Vessel not be received by the Sellers as 70 aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the 71 Buyers, whereafter this Agreement shall be null and void. 72 *4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions, 73 alternative 4(a) shall apply Time and place of delivery and notices 75 (a) The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or 76 anchorage at/in the United States of Amercia (state place/range) in the Sellers' option. 77 Notice of Readiness shall not be tendered before: 10 days after Sale Order is granted. (date) 78 Cancelling Date (see Clauses 5(c), 6 (a)(i), 6 (a) (iii) and 14): 45 days after the Sale Order is granted, 79 with Sellers right to extend by prior written notice to the Buyers up to maximum 30 days (hereinafter the Cancelling Date ) (b) The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall 80 provide the Buyers with twenty (20), ten (10), five (5) and three (3) days notice of the date the 81 Sellers intend to tender Notice of Readiness and of the intended place of delivery. 82 When the Vessel is at the place of delivery and physically ready for delivery in accordance with 83 this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery. 84 (c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the 85 Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing 86 stating the date when they anticipate that the Vessel will be ready for delivery and proposing a 87 new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of 88 either cancelling this Agreement in accordance with Clause 14 (Sellers Default) within three (3) 89 Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date. 90 If the Buyers have not declared their option within three (3) Banking Days of receipt of the 91 Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' 92 notification shall be deemed to be the new Cancelling Date and shall be substituted for the 93 Cancelling Date stipulated in line If this Agreement is maintained with the new Cancelling Date all other terms and conditions 95 hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full 96 force and effect. 97 (d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely 98 without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers 99 Default) for the Vessel not being ready by the original Cancelling Date. 100 (e) Should the Vessel become an actual, constructive or compromised total loss before delivery 101 the Deposit together with interest earned, if any, shall be released immediately to the Buyers 102 whereafter this Agreement shall be null and void Divers Inspection / Drydocking 104 (a)* 105 (i) The Buyers shall have the option at their cost and expense to arrange for an underwater 106 inspection by a diver approved by the Classification Society prior to the delivery of the 107 Vessel. Such option shall be declared latest nine (9) days prior to the Vessel s intended 108 date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this 109 Agreement. The Sellers shall at their cost and expense make the Vessel available for 110 such inspection. This inspection shall be carried out without undue delay and in the 111 presence of a Classification Society surveyor arranged for by the Sellers and paid for by 112 the Buyers. The Buyers representative(s) shall have the right to be present at the diver s 113 inspection as observer(s) only without interfering with the work or decisions of the 114 Classification Society surveyor. The extent of the inspection and the conditions under 115 which it is performed shall be to the satisfaction of the Classification Society. If the 116 conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at 117 their cost and expense make the Vessel available at a suitable alternative place near to 118 the delivery port, in which event the Cancelling Date shall be extended by the additional 119 time required for such positioning and the subsequent re-positioning. The Sellers may 120 not tender Notice of Readiness prior to completion of the underwater inspection. 121 (ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are 122 This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. 3

19 Proposed Order Pg 16 of 26 found broken, damaged or defective so as to affect the Vessel's class, then (1) unless 123 repairs can be carried out afloat to the satisfaction of the Classification Society, the 124 Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by 125 the Classification Society of the Vessel's underwater parts below the deepest load line, 126 the extent of the inspection being in accordance with the Classification Society's rules (2) 127 such defects shall be made good by the Sellers at their cost and expense to the 128 satisfaction of the Classification Society without condition/recommendation** and (3) the 129 Sellers shall pay for the underwater inspection and the Classification Society's 130 attendance. 131 Notwithstanding anything to the contrary in this Agreement, if the Classification Society 132 do not require the aforementioned defects to be rectified before the next class 133 drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects 134 against a deduction from the Purchase Price of the estimated direct cost (of labour and 135 materials) of carrying out the repairs to the satisfaction of the Classification Society, 136 whereafter the Buyers shall have no further rights whatsoever in respect of the defects 137 and/or repairs. The estimated direct cost of the repairs shall be the average of quotes 138 for the repair work obtained from two reputable independent shipyards at or in the 139 vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) 140 Banking Days from the date of the imposition of the condition/recommendation, unless 141 the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within 142 the stipulated time then the quote duly obtained by the other Party shall be the sole basis 143 for the estimate of the direct repair costs. The Sellers may not tender Notice of 144 Readiness prior to such estimate having been established. 145 (iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking 146 facilities are available at the port of delivery, the Sellers shall take the Vessel to a port 147 where suitable drydocking facilities are available, whether within or outside the delivery 148 range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the 149 Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose 150 of this Clause, become the new port of delivery. In such event the Cancelling Date shall 151 be extended by the additional time required for the drydocking and extra steaming, but 152 limited to a maximum of fourteen (14) days. 153 (b)* The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the 154 Classification Society of the Vessel's underwater parts below the deepest load line, the extent 155 of the inspection being in accordance with the Classification Society's rules. If the rudder, 156 propeller, bottom or other underwater parts below the deepest load line are found broken, 157 damaged or defective so as to affect the Vessel's class, such defects shall be made good at the 158 Sellers' cost and expense to the satisfaction of the Classification Society without 159 condition/recommendation**. In such event the Sellers are also to pay for the costs and 160 expenses in connection with putting the Vessel in and taking her out of drydock, including the 161 drydock dues and the Classification Society's fees. The Sellers shall also pay for these costs 162 and expenses if parts of the tailshaft system are condemned or found defective or broken so as 163 to affect the Vessel's class. In all other cases, the Buyers shall pay the aforesaid costs and 164 expenses, dues and fees. 165 (c) If the Vessel is drydocked pursuant to Clause 6 (a)(ii) or 6 (b) above: 166 (i) The Classification Society may require survey of the tailshaft system, the extent of the 167 survey being to the satisfaction of the Classification surveyor. If such survey is 168 not required by the Classification Society, the Buyers shall have the option to require the 169 tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey 170 being in accordance with the Classification Society's rules for tailshaft survey and 171 consistent with the current stage of the Vessel's survey cycle. The Buyers shall declare 172 whether they require the tailshaft to be drawn and surveyed not later than by the 173 completion of the inspection by the Classification Society. The drawing and refitting of 174 the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be 175 condemned or found defective so as to affect the Vessel's class, those parts shall be 176 renewed or made good at the Sellers' cost and expense to the satisfaction of 177 Classification Society without condition/recommendation**. 178 (ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by 179 the Buyers unless the Classification Society requires such survey to be carried out or if 180 parts of the system are condemned or found defective or broken so as to affect the 181 Vessel's class, in which case the Sellers shall pay these costs and expenses. 182 (iii) The Buyers' representative(s) shall have the right to be present in the drydock, as 183 observer(s) only without interfering with the work or decisions of the Classification 184 This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. 4

20 Proposed Order Pg 17 of 26 Society surveyor. 185 (iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned 186 and painted at their risk, cost and expense without interfering with the Sellers' or the 187 Classification Society surveyor's work, if any, and without affecting the Vessel's timely 188 delivery. If, however, the Buyers' work in drydock is still in progress when the 189 Sellers have completed the work which the Sellers are required to do, the additional 190 docking time needed to complete the Buyers' work shall be for the Buyers' risk, cost and 191 expense. In the event that the Buyers' work requires such additional time, the Sellers 192 may upon completion of the Sellers' work tender Notice of Readiness for delivery whilst 193 the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be 194 obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in 195 drydock or not. 196 *6 (a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions, 197 alternative 6 (a) shall apply. 198 **Notes or memoranda, if any, in the surveyor's report which are accepted by the Classification 199 Society without condition/recommendation are not to be taken into account Spares, bunkers and other items 201 The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board 202 and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or 203 spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection 204 used or unused, whether on board or not shall become the Buyers' property, but spares on 205 order are excluded. Forwarding charges, if any, shall be for the Buyers' account. The Sellers 206 are not required to replace spare parts including spare tail-end shaft(s) and spare 207 propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to 208 delivery, but the replaced items shall be the property of the Buyers. Unused stores and 209 provisions shall be included in the sale and be taken over by the Buyers without extra payment. 210 Library and forms exclusively for use in the Sellers' vessel(s) and captain's, officers and crew's 211 personal belongings including the slop chest are excluded from the sale without compensation, 212 as well as the following additional excluded / hired items: (include list) 213 Items on board which are on hire or owned by third parties, listed as follows, are excluded from 214 the sale without compensation: 215 Life rafts Gas Bottles & Accessories (empty and partially filled) Ensigns and other company memorabilia (present / church pictures) All manuals FBB Unit Satellite communication equipment Any other items Sellers to advise prior to Vessel delivery. (include list) Items on board at the time of inspection which are on hire or owned by third parties, not listed 216 above, shall be replaced or procured by the Sellers prior to delivery at their cost and expense. 217 The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and 218 greases in storage tanks and unopened drums and diving gas and pay either: 219 (a) *the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or if 220 unavailable (b) *the current net market price (excluding barging expenses) at the port and date of delivery 221 of the Vessel or, if unavailable, at the nearest bunkering port, 222 for the quantities taken over. 223 Payment under this Clause shall be made at the same time and place and in the same 224 currency as the Purchase Price. 225 "inspection" in this Clause 7, shall mean the Buyers' inspection according to Clause 4(a) or 4(b) 226 (Inspection), if applicable. If the Vessel is taken over without inspection, the date of this 227 Agreement shall be the relevant date. 228 *(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions 229 alternative (a) shall apply Documentation 231 This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. 5

21 Proposed Order Pg 18 of 26 The place of closing: shall be at a location determined by the Sellers and may occur virtually, if the parties so determine. 232 No later than fifteen (15) Banking Days before the estimated date of delivery, Buyers shall confirm to Seller the Buyers Nominated Flag State and provide a list of documentation (if any) in addition to the documentation listed in the next paragraph, which is required for the registration of the Vessel under the Intended Flag. Additionally the Seller shall provide and deliver the following documents to the Buyers for the legal transfer of the Vessel. The documents will be handed over against payment of the Purchase Price and other amounts due under this Agreement at closing/legal delivery. The documents shall be drafted in English. Drafts and copies of all Sellers and Buyers documents to be exchanged via fax/scanned copy via as soon as possible but not later than three (3) days prior to the expected date of closing/delivery for their comments, with the exception of the documents to be issued at a later time, which are to be forwarded upon their issuance. A.Three (3) original Bill of Sale in British 10A Form, or such other form as may be required by the ship registry of Buyer s Nominanted Flag State, transferring all (100%) the shares, full title and interest in the Vessel to the Buyers and warranting that the Vessel is free of all debts, mortgages, encumbrances, maritime liens, taxes and any other claims whatsoever, duly notarially certified and attested by a notary public and same to be legalized by Apostille to the extent required by the ship registry of Buyers Nominanted Flag State. B. A copy of the Order authorizing and directing the sale of the Vessel to the Buyers, free and clear of all liens, claims and encumbrances and other interests (Liens) pursuant to 11 U.S.C. 363(f) with all Liens on or against the Vessel and related assets being sold to attach to the consideration received by the Seller under this Agreement, with the same force, validity, priority and effect as they currently exist. C.Three (3) originals of Discharges of the First Mortgage on the Vessel, duly executed and notarized and apostilled as required for recordation with the Sellers Flag registry. D. Approval, if required, from the current Vessel flag state for sale and/or transfer of the Vessel, subject to timely notification from the Buyers of the Intended Flag of the Vessel following delivery. E. Certificate of Deletion of the Vessel from the Vessel s registry or other 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 Letter of Undertaking from the Seller to provide a Certificate of Deletion from the current Flag registry as soon as possible following delivery, subject to the Buyers confirmation of intention to register the Vessel under a different registry. F. An Amendment to the Continuous Synopsis Record Document in effect immediately prior to delivery, amending or closing the Record at the current Vessel flag state, as applicable, or (in the event that the registry does not as a matter of practice issue such certificate immediately) a letter of undertaking of Seller to provide Buyers with Deletion Certificate and Closed CSR of the Vessel within 30 days following delivery of the Vessel. G.Three (3) originals of Commercial Invoices signed by the Seller for the price of bunkers, lubricating oils and diving gas remaining on board at the place/time of physical delivery of the Vessel, and other costs to be paid as agreed in this Agreement. H. Three (3) originals of commercial invoices for the value of the Vessel I. Three (3) originals of Protocol of Delivery and Acceptance are to be signed at the time and place of documentary closing against full payment of the Purchase Price and other amounts due under this Agreement. J. Customary classification, statutory, trading and international certificates which are on board the Vessel shall be handed over to the Buyers unless the Seller is required to retain same, in which case the Buyers has the right to take copies. Scanned copies of said documents including without limitation the Certificate of Registry of Vessel, International Tonnage Certificate and International Safe Manning Certificate to be delivered at the latest two days following execution hereof. K. All remaining plans, drawings, technical documentation and instruction manuals in the Sellers possession shall promptly after delivery be forwarded to the Buyers at Buyers expense, if This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. 6

22 Proposed Order Pg 19 of 26 requested. Log books shall be retained by the Seller; Sellers only required to provide the last 6 months if the vessel is flagged in the Marshall Islands, otherwise Sellers only to provide the last page. L. Sellers will direct its classification society to transfer class records to the Buyers intended classification society if necessary. M. Certificate of Ownership and Encumbrance showing no liens dated the date of delivery of the Vessel. N. Any other document notified by Buyers in accordance with the previous paragraph which is mandatorily required by the authorities under the Buyer s Nominated Flag State. O. A letter of undertaking from the Sellers that, to the best of their knowledge the Vessel has not touched the bottom in the 90 days prior to the date of delivery. P. A copy of the Sellers letter(s) to their satellite communications and fleet broadband provider(s) cancelling the Vessel s communications contract(s), which is/are to be sent immediately after delivery of the Vessel. The Buyers shall provide the Seller with the following delivery documents for the purpose of sale and delivery of the Vessel: A. Original certificate of good standing dated within 10 Banking Days of delivery. B. Evidence that all necessary corporate, shareholder and other action has been taken by Buyers to authorize the execution, delivery, and performance of this Agreement and the purchase of the Vessel. C. Power of attorney authorizing the person(s) to execute and sign all related documents to release the full payment of Purchase Price and to effect the delivery of the Vessel. D. Copy of Certificate of Incorporation or Articles of Incorporation and Bylaws of the Buyers or other applicable constitutive documents and an Officer s Certificate of the Buyers certifying such constitutive documents of the Buyers are the true, correct, and complete copies currently in effect, and that the evidence of all necessary corporate action taken by the Buyers referred to in clause (B) above has not been revoked and remains in full force and effect as of the closing date. E. Letter of Incumbency of the Buyers issued by a director or appropriate officer of the Buyers showing the names of directors, officers or other individuals with authority to act on behalf of Buyers. (a) In exchange for payment of the Purchase Price the Sellers shall provide the Buyers with the 233 following delivery documents: 234 (i) Legal Bill(s) of Sale in a form recordable in the Buyers Nominated Flag State, 235 transferring title of the Vessel and stating that the Vessel is free from all mortgages, 236 encumbrances and maritime liens or any other debts whatsoever, duly notarially attested 237 and legalised or apostilled, as required by the Buyers Nominated Flag State; 238 (ii) Evidence that all necessary corporate, shareholder and other action has been taken by 239 the Sellers to authorise the execution, delivery and performance of this Agreement; 240 (iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf 241 of the Sellers in the performance of this Agreement, duly notarially attested and legalised 242 or apostilled (as appropriate); 243 (iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state 244 on the date of delivery evidencing the Sellers ownership of the Vessel and that the 245 Vessel is free from registered encumbrances and mortgages, to be faxed or ed by 246 such authority to the closing meeting with the original to be sent to the Buyers as soon as 247 possible after delivery of the Vessel; 248 (v) Declaration of Class or (depending on the Classification Society) a Class Maintenance 249 Certificate issued within three (3) Banking Days prior to delivery confirming that the 250 Vessel is in Class free of condition/recommendation; 251 This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. 7

23 Proposed Order Pg 20 of 26 (vi) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of 252 deletion appropriate to the Vessel's registry at the time of delivery, or, in the event that 253 the registry does not as a matter of practice issue such documentation immediately, a 254 written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith 255 and provide a certificate or other official evidence of deletion to the Buyers promptly and 256 latest within four (4) weeks after the Purchase Price has been paid and the Vessel has 257 been delivered; 258 (vii) A copy of the Vessel's Continuous Synopsis Record certifying the date on which the 259 Vessel ceased to be registered with the Vessel's registry, or, in the event that the registry 260 does not as a matter of practice issue such certificate immediately, a written undertaking 261 from the Sellers to provide the copy of this certificate promptly upon it being issued 262 together with evidence of submission by the Sellers of a duly executed Form 2 stating 263 the date on which the Vessel shall cease to be registered with the Vessel's registry; 264 (viii) Commercial Invoice for the Vessel; 265 (ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases; 266 (x) A copy of the Sellers letter to their satellite communication provider cancelling the 267 Vessel s communications contract which is to be sent immediately after delivery of the 268 Vessel; 269 (xi) Any additional documents as may reasonably be required by the competent authorities of 270 the Buyers Nominated Flag State for the purpose of registering the Vessel, provided the 271 Buyers notify the Sellers of any such documents as soon as possible after the date of 272 this Agreement; and 273 (xii) The Sellers letter of confirmation that to the best of their knowledge, the Vessel is not 274 black listed by any nation or international organisation. 275 (b) At the time of delivery the Buyers shall provide the Sellers with: 276 (i) Evidence that all necessary corporate, shareholder and other action has been taken by 277 the Buyers to authorise the execution, delivery and performance of this Agreement; and 278 (ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf 279 of the Buyers in the performance of this Agreement, duly notarially attested and legalised 280 or apostilled (as appropriate). 281 (c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the English 282 language they shall be accompanied by an English translation by an authorised translator or 283 certified by a lawyer qualified to practice in the country of the translated language. 284 (d) The Parties shall to the extent possible exchange copies, drafts or samples of the 285 documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the 286 other party not later than (state number of days), or if left blank, nine (9) days prior to the 287 Vessel s intended date of readiness for delivery as notified by the Sellers pursuant to 288 Clause 5(b) of this Agreement. 289 (e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, 290 the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, 291 drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other 292 certificates which are on board the Vessel shall also be handed over to the Buyers unless 293 the Sellers are required to retain same, in which case the Buyers have the right to take copies. 294 (f) Other technical documentation which may be in the Sellers' possession shall promptly after 295 delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep 296 the Vessel's log books but the Buyers have the right to take copies of same. 297 (g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance 298 confirming the date and time of delivery of the Vessel from the Sellers to the Buyers Encumbrances 300 The Sellers warrant that, pursuant to 11 U.S.C. 363(f), that the Vessel, at the time of delivery, is sold 301 free and clear from all charters, of all encumbrances, mortgages and maritime liens, claims, encumbrances and other interests. 302 or any other debts whatsoever, and is not subject to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the 303 Buyers against all consequences of claims made against the Vessel which have been incurred 304 prior to the time of delivery. 305 This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. 8

24 Proposed Order Pg 21 of 26 Upon selecting a Buyer and after receipt of Buyers deposit, the Seller shall seek an Order of the Bankruptcy Court authorizing and directing the sale of the Vessel to Buyers, free and clear of all Liens pursuant to 11 U.S.C. 363(f), which Order shall satisfy the Sellers warranty pursuant to the first paragraph of this Clause Taxes, fees and expenses 306 Any taxes, fees and expenses in connection with the purchase and registration in the Buyers' 307 Nominated Flag State shall be for the Buyers' account, whereas similar charges in connection 308 with the closing of the Sellers' register shall be for the Sellers' account Condition on delivery 310 The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is 311 delivered to the Buyers, but subject to the terms and conditions of this Agreement, she shall be 312 delivered and taken over on an as is where is basis at the time of delivery. 313 Except as expressly provided in this Agreement, the Sellers make no representation or warranty, either express or implied, as to the design, condition, merchantability or seaworthiness of, the quality of the material, equipment or workmanship in, or as to the consumable stores on board, the Vessel, or as to the fitness of the Vessel for any particular trade or purpose, or any other warranty of representation whatsoever. she was at the time of inspection, fair wear and tear excepted. However, the Vessel shall be delivered free of cargo and free of stowaways with her Class 314 maintained without condition/recommendation*, free of average damage affecting the Vessel's 315 class, and with her classification certificates and national certificates, as well as all other 316 certificates the Vessel had at the time of inspection, valid and unextended without 317 condition/recommendation* by the Classification Society or the relevant authorities at the time 318 of delivery. 319 "inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4(a) or 320 4(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this 321 Agreement shall be the relevant date. 322 *Notes and memoranda, if any, in the surveyor's report which are accepted by the Classification 323 Society without condition/recommendation are not to be taken into account Name/markings 325 Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel 326 markings Buyers' default 328 Should the Deposit not be lodged paid in accordance with Clause 2 (Deposit), the Sellers have the 329 right to cancel this Agreement, and they shall be entitled to claim compensation for their losses 330 and for all expenses incurred together with interest. 331 Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers 332 have the right to cancel this Agreement, in which case the Deposit together with interest 333 earned, if any, shall be released to the Sellers. If the Deposit does not cover their loss, the 334 Sellers shall be entitled to claim further compensation for their losses and for all expenses 335 incurred together with interest Sellers' default 337 Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be 338 ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the 339 option of cancelling this Agreement. If after Notice of Readiness has been given but before 340 the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery as provided in 341 Clause 11 and is not made physically ready again by the Cancelling Date and new Notice of Readiness given, the 342 Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this 343 Agreement pursuant to this Clause 14, the Deposit together with interest earned, if any, shall be 344 released to them immediately. 345 Buyers acknowledges that Seller is signing this Agreement via Jonathan Mitchell, as the Sellers Chief Restructuring Officer. Buyers acknowledges and agrees that neither Seller nor any officers, directors, employees or affiliates shall have any personal liability under any circumstances under this Agreement, in connection with the Sellers representations and warranties hereunder, the sale of the Vessel or otherwise, and this paragraph shall serve as a waiver and covenant directly enforceable by such protected persons. Any liability of Seller This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. 9

25 Proposed Order Pg 22 of 26 under this Agreement shall be enforceable solely against Seller. Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to 346 validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers 347 for their loss and for all expenses together with interest if their failure is due to proven 348 negligence and whether or not the Buyers cancel this Agreement Buyers' representatives 350 After this Agreement has been signed by the Parties and the Deposit has been lodged paid, if possible 351 the Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and 352 expense. 353 These representatives are on board for the purpose of familiarisation and in the capacity of 354 observers only, and they shall not interfere in any respect with the operation of the Vessel. The 355 Buyers and the Buyers representatives shall sign the Sellers' P&I Club s standard letter of 356 indemnity prior to their embarkation. The Buyer s representatives shall be permitted reasonable use 357 of the Vessel s communication systems while onboard. 16. Law and Arbitration 358 This Agreement shall be governed by and construed in accordance with and the Law of the State of New York without giving effect to any conflict of law provisions thereof and should any dispute arise out of this Agreement, the matter in dispute shall be resolved by the United States Bankruptcy Court for the Southern District of New York. Sellers and Buyers expressly submit to the exclusive jurisdiction of such Bankruptcy Court for such purposes. 17. Bankruptcy Court Matters This sale is subject to the approval of the Bankruptcy Court. In connection with seeking the Bankruptcy Courts approval: (a)seller shall have filed with the Bankruptcy Court an application or motion seeking entry of an Order (the Sale Procedure Order ) approving, among other things (i) procedures regarding the solicitation of offers for the Vessel; (ii) the form of this Agreement (a true and complete copy of which shall be filed with the Bankruptcy Court prior to the entry of the Sale Procedure Order); and (iii) Sellers authority to enter into this Agreement. (b)this Agreement and the transactions contemplated hereby are subject to Sellers right and ability to consider higher and better bids with respect to the Vessel pursuant to the Sale Procedures Order. (c)the Sale Order shall be entered by the Bankruptcy Court prior to, and as a condition of, the effectiveness of this Agreement. The Sale Order shall, among other things, (i) approve, pursuant to Sections 105 and 363 of the Bankruptcy Code, (A) the execution, delivery and performance by Seller of this Agreement and the terms of this Agreement in all respects, (B) the sale of the Vessel to Buyers on the terms set forth herein and free and clear of all Liens, with all Liens on or against the Vessel and related assets being sold to attach to the consideration received by the Seller under this Agreement, with the same force, validity, priority and effect as they currently exist, and (C) the performance by Seller of its obligations under this Agreement; (ii) except as otherwise set forth herein or in the Sale Order, enjoin and forever bar any creditors or any other person from bringing any claims or asserting any liens against Buyers or the Vessel; and (iii) find that (A) the consideration provided by Buyers pursuant to this Agreement represents the highest or otherwise best offer for the Vessel and constitutes reasonably equivalent value and fair consideration for the Vessel, (B) as of the Closing, the transactions contemplated by this Agreement effect a legal, valid, enforceable and effective sale and transfer of the Vessel, (C) Seller gave due and proper notice of the transactions contemplated by this Agreement to each party entitled to such notice, (D) this Agreement was negotiated and entered into at arms length and Buyers is a good faith Buyers within the meaning of Section 363(m) of the Bankruptcy Code and Buyers is entitled to the protections of Section 363(m) of the Bankruptcy Code, and (E) Buyers is not a successor to Seller. Buyers agrees that it will promptly take such actions as are reasonably requested by Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of demonstrating that Buyers is a good faith purchaser under Section 363(m) of the Bankruptcy Code. (d) Seller acknowledges and agrees, and the Sale Order shall provide that, on the closing date This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. 10

26 Proposed Order Pg 23 of 26 and concurrently with the closing, all right, title and interest to the Vessel shall vest in the Buyers free and clear of all Liens on or against the Vessel, to the fullest extent permitted by Section 363 of the Bankruptcy Code and all Liens on or against the Vessel and related assets being sold shall attach to the consideration received by the Seller under this Agreement, with the same force, validity, priority and effect as they currently exist. (a) *This Agreement shall be governed by and construed in accordance with English law and 359 any dispute arising out of or in connection with this Agreement shall be referred to arbitration in 360 London in accordance with the Arbitration Act 1996 or any statutory modification or re- 361 enactment thereof save to the extent necessary to give effect to the provisions of this Clause. 362 The arbitration shall be conducted in accordance with the London Maritime Arbitrators 363 Association (LMAA) Terms current at the time when the arbitration proceedings are 364 commenced. 365 The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall 366 appoint its arbitrator and send notice of such appointment in writing to the other party requiring 367 the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and 368 stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own 369 arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the 370 other party does not appoint its own arbitrator and give notice that it has done so within the 371 fourteen (14) days specified, the party referring a dispute to arbitration may, without the 372 requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator 373 and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on 374 both Parties as if the sole arbitrator had been appointed by agreement. 375 In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the 376 arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at 377 the time when the arbitration proceedings are commenced. 378 (b) *This Agreement shall be governed by and construed in accordance with Title 9 of the 379 United States Code and the substantive law (not including the choice of law rules) of the State 380 of New York and any dispute arising out of or in connection with this Agreement shall be 381 referred to three (3) persons at New York, one to be appointed by each of the parties hereto, 382 and the third by the two so chosen; their decision or that of any two of them shall be final, and 383 for the purposes of enforcing any award, judgment may be entered on an award by any court of 384 competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the 385 Society of Maritime Arbitrators, Inc. 386 In cases where neither the claim nor any counterclaim exceeds the sum of US$ 100,000 the 387 arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the 388 Society of Maritime Arbitrators, Inc. 389 (c) This Agreement shall be governed by and construed in accordance with the laws of 390 (state place) and any dispute arising out of or in connection with this Agreement shall be 391 referred to arbitration at (state place), subject to the procedures applicable there. 392 *16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable. In the absence of 393 deletions, alternative 16(a) shall apply Notices 395 All notices to be provided under this Agreement shall be in writing via the brokers. 396 Contact details for recipients of notices are as follows: 397 For the Buyers: 398 For the Sellers: Entire Agreement 400 The written terms of this Agreement comprise the entire agreement between the Buyers and 401 the Sellers in relation to the sale and purchase of the Vessel and supersede all previous 402 agreements whether oral or written between the Parties in relation thereto. 403 Each of the Parties acknowledges that in entering into this Agreement it has not relied on and 404 shall have no right or remedy in respect of any statement, representation, assurance or 405 warranty (whether or not made negligently) other than as is expressly set out in this Agreement. 406 Any terms implied into this Agreement by any applicable statute or law are hereby excluded to 407 the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude 408 This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. 11

27 Proposed Order Pg 24 of 26 any liability for fraud. 409 All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand; (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications shall be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Clause 18): If to Buyers, to: Demeter Ghana Attn: Adam Apter apa@demeterafrica.com, adam@acacia-energy.com, wrf@demeterafrica.com If to Seller, to: Toisa Horizon Inc., et al. c/o Togut, Segal & Segal LLP One Penn Plaza, Suite 3335 New York, New York Attn: Frank A. Oswald, Esq. Facsimile: frankoswald@teamtogut.com With a copy to (which shall not constitute notice): Informal Committee of Secured Lenders of Toisa Limited, etal. c/o Cadwalader, Wickersham & Taft LLP 200 Liberty Street New York, NY Attn: Gregory M. Petrick, Esq. Facsimile: +44(0) gregory.petrick@cwt.com -and- Official Committee of Unsecured Creditors of Toisa Limited, et al. c/o Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, NY Attn: Craig A. Wolfe, Esq. Facsimile: cwolfe@sheppardmullin.com -and- DVB Bank SE c/o Seward & Kissel LLP Attn: Mike Timpone, Robert Gayda timpone@sewkis.com, gayda@sewkis.com This Agreement constitutes the entire agreement of the parties to this Agreement with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, understandings and representations (if any) made by such parties. This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. 12

28 Proposed Order Pg 25 of 26 This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. 13

29 Proposed Order Pg 26 of 26 For and on behalf of the Sellers For and on behalf of the Buyers Name: Title: Name: Title: For and on behalf of the Buyers Guarantor (Exworks Capital of Chicago): Name: Title: This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. 14