A520/15 Stenaweco Energy MoA Add Clauses.docx 6.0 29.12.2014

Additional Clauses to the

Memorandum of Agreement

dated 30^th December, 2014

(the "Agreement" )

between

Monte Carlo 71 Shipping Company Limited

Majuro, Marshall Islands (the "Sellers")

as sellers

and

Eco Energy LLC

Majuro, Marshall Islands (the "Buyers")

as buyers

regarding the MV "Stenaweco Energy"

Terms and expressions used herein shall have the same meaning assigned to them in the Agreement.

19 Bareboat Charter

Upon delivery of the Vessel under this Agreement, the Vessel shall simultaneously be delivered to Sellers under a bareboat charterparty (the "Bareboat Charter") of the date hereof entered into between the Buyers as owners and the Sellers as charterers.

If the Bareboat Charter is not entered into in legally binding form or the conditions precedent set out in clause 61 of the Bareboat Charter are not satisfied on or prior to the Vessel's delivery under this Agreement or a Termination Event (as defined in the Bareboat Charter) occurs under the Bareboat Charter, this Agreement shall be considered null and void, provided however, that Clauses 14, 16 and 17 shall survive.

20 Registration of the Vessel

The Buyers shall register the Vessel in their own name and a first preferred mortgage in favour of their financing bank with the Marshall Islands ships registry upon the Vessel's delivery to them. Costs and expenses related to such registration shall be for the Sellers' account.

21 Setting Off

The Buyers shall be entitled to set off their claim against the Sellers for payment of the Option Premium (as the term is defined in the Call Option Agreement) against the Sellers' claim for payment of the Purchase Price as set forth in clause 4 of the Call Option Agreement.

22 Assignment of Builder's Warranty

The Sellers shall

(a)

assign to the Buyers, in the form of the assignment attached to this Agreement as Annex 2 , with effect from the date of the Vessel's delivery such rights, title and interest as they have acquired, or may in the future acquire, to the warranties provided by the Vessel's builder, Hyundai Mipo Dockyard Co., Ltd., Ulsan, Korea (the "Builder") under Article IX of the shipbuilding contract dated 3^rd December, 2012 (as amended);

(b)	notify the Builder about the said assignment in the form attached to the said assignment; and

(c)	procure that the Builder acknowledges the receipt of the Sellers' notice of assignment in the form attached to the said assignment.

A520/15 Stenaweco Energy MoA Add Clauses.docx 6.0 29.12.2014

23 Service Agent

The Sellers hereby appoint the following agent for service of process in connection with any legal proceedings related to this Agreement:

Top Properties (London) Limited

8 Duke Street

London W1U 3EW

Fax: +44 207 2245557

The Buyers hereby appoint the following agent for service of process in connection with any such proceedings:

Ehlermann Rindfleisch Gadow

Rechtsanwalte Partnerschaft mbB

2 White Lion Court Cornhill

London EC3V 3NP

Fax +44 20 7118 2200

24 Conditions Precedent

The Purchase Price shall only be payable by the Buyers to the Sellers under this Agreement and the Buyers shall only be obliged to accept the Vessel's delivery under this Agreement, provided the following conditions having been fulfilled to the Buyers' satisfaction :

(a)	the Bareboat Charter and all security documents annexed thereto having been signed and remaining in full force and effect; and

(b)	the Buyers being satisfied that all conditions precedent under the Bareboat Charter have been satisfied or waived or will be satisfied or waived immediately upon delivery of the Vessel under the Bareboat Charter.

25 Third Party Rights

No term of this Memorandum of Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to it.

26 Private and Confidential

This Agreement shall be kept strictly private and confidential among the parties involved, provided however that the parties may disclose as much as may be necessary of the terms of this Agreement:

(a)	at the request of any regulatory, supervisory or governmental authority;

(b)	under any court process or pursuant to any statutory requirement ; or

(c)	to auditors, external counsel or accountants ; or

(d)	to their affiliates or subsidiaries: or

(e)	in connection with any financing of the Vessel: or

(f)	to any potential investors in the Buyers.

A520/15 Stenaweco Energy MoA Add Clauses.docx 6.0 29.12.2014

Provided that the recipients of confidential information under (c), (d), (e) and (f) above agree or are required to keep the terms of the Agreement confidential in accordance with the terms of this Clause 25.

27 Cancelling

Should the Bareboat Charter be cancelled prior to the Vessel's delivery under this Agreement, this Agreement shall be deemed cancelled forthwith.

28 Effectiveness

This Agreement shall become effective upon

(a)	Execution of this Agreement by all the parties thereto.

(b)	The Bareboat Charter and all security documents annexed thereto having been executed by the parties thereto.

(c)	The Option Agreement having been executed by the parties thereto.

Signed by		Signed by


/s/ ANDREAS LOUKA
for and on behalf of		for and on behalf of
the Sellers		the Buyers


/s/ Andreas Louka
Monte Carlo 71		Eco Energy LLC
Shipping Company Limited

A520/15 Stenaweco Energy MoA Add Clauses.docx 6.0 29.12.2014

27 Cancelling

Should the Bareboat Charter be cancelled prior to the Vessel's delivery under this Agreement, this Agreement shall be deemed cancelled forthwith.

28 Effectiveness

This Agreement shall become effective upon

(a)	Execution of this Agreement by all the parties thereto.

(b)	The Bareboat Charter and all security documents annexed thereto having been executed by the parties thereto.

(c)	The Option Agreement having been executed by the parties thereto.

Signed by		Signed by


		/s/ JOHN HARTIGAN ATTORNEY IN FACT
for and on behalf of		for and on behalf of
the Sellers		the Buyers


		/s/ John Hartigan
Monte Carlo 71		Eco Energy LLC
Shipping Company Limited

A520/15 Stenaweco Energy Annex 1 MoA.docx 6.0 29.12.2014

ANNEX 1 TO MOA

Regarding Sale of product tanker M/T "Stenaweco Energy"

A520/15 Stenaweco Energy Annex 1 MoA.docx 6.0 29.12.2014

A520/15 Annex 1 MoA Stenaweco Energy. 04.12.2014

ANNEX 1 to the MEMORANDUM OF AGREEMENT dated 30^th December, 2014 (the "MoA") made between

A.	Monte Carlo 71 Shipping Company Limited, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro, Marshall Islands. (the "Sellers") as seller, and

B.	Eco Energy LLC, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro, Marshall Islands, (the "Buyers") as buyers,

for the sale of the product tanker M/T "Stenaweco Energy", IMO Number 9683984 (the "Vessel")

WHEREAS pursuant to the terms and conditions of the MoA the Sellers have agreed to sell to the Buyers and the Buyers have agreed to purchase from the Sellers the Vessel.

WHEREAS in pursuance of clause 8(a) and (b) of the MoA the parties hereto wish to agree on the documents to be delivered to each other concurrently with the Vessel sale.

NOW THEREFORE, the parties hereby agree as follows:

I.	The terms and expressions defined in the MoA shall have the same meaning as applied to them in the MoA when used in this Annex.

II.	The following documents shall be delivered by the Sellers to the Buyers concurrently with the payment of the Purchase Price and the delivery of the Vessel:

1.	Legal Bill of Sale in two (2) originals in a form recordable in Marshall Islands , warranting that the Vessel is free from all encumbrances, mortgages and maritime liens or any other claim or debts whatsoever, duly legalized and apostilled by Marshall Islands, registry

2.	Permission to Transfer issued by the Marshall islands Ship Register, a faxed or emailed copy to be delivered in the closing meeting and the original within two (2) Banking Days after the delivery of the Vessel to the Buyers,

Certificate of Ownership and Encumbrance Issued by the Marshall Islands Ship Register on the delivery date immediately prior to the Vessel's delivery under the MoA, confirming that the Sellers are the registered owners of the Vessel and that the Vessel is free from any mortgages, liens or other encumbrances registered against the Vessel,

Copies of the Vessel's Continuous Synopsis Record certifying the date on which the Vessel has been registered with the Marshall Islands Ship Register, or, in the event that the registry does not as a matter of practice issue such certificates immediately, a Letter of Undertaking from the Sellers to provide the Buyers with closed CSR documents from the Marshall Islands Ship Register within thirty (30) Banking Days after the delivery of the Vessel to the Buyers,

5.	Letter of irrevocable undertaking of the Sellers and confirmation that the Sellers shall take delivery of the Vessel from the Buyers under the Bareboat Charter Contract concurrently with the Vessel's delivery by the Sellers to the Buyers under the MOA,

A520/15 Stenaweco Energy Annex 1 MoA.docx 6.0 29.12.2014

A520/15 Annex 1 MoA Stenaweco Energy. 04.12.2014

6.	Commercial Invoice for the Vessel, stating the main particulars and the Purchase Price of Vessel, duly signed by the Sellers,

7.	Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation and confirming that Vessel's class is maintained,

8.	satellite communication will remain in place

9.	The Sellers' letter of confirmation that to the best of their knowledge, the Vessel has not touched bottom since her last drydocking,

10.	The Sellers' letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation,

11.	Certificate of good standing of the Sellers issued by the Marshall Islands Companies Registry, not older than ten (10) Banking Days prior to the date of the delivery of the Vessel.

12.	Certified true copies of the Sellers' Articles of Association, including all amendments, addenda and supplements thereto,

13.

Resolution of the Board of Directors and of the shareholders of the Sellers, executed by each of the Directors and the Shareholders, approving the signing of the MoA and the sale of the Vessel to the Buyers in accordance with the terms and conditions of the MoA and appointing and authorizing their representatives, inter alia, to deliver the Vessel, to execute the Protocol of Delivery and Acceptance, to receive the Purchase Price and as well as any other documents in connection with the Vessel's sale to the Buyers,

14.

Original Power of Attorney by the Sellers, duly legalized, authorizing the attorney(s)-in-fact named therein to deliver the Vessel and to receive the Purchase Price and to sign all relevant documents, including, but not limited to, the Protocol of Delivery and Acceptance, and to deal and act with respect to all matters relating to the sale and the delivery of the Vessel to the Buyers, duly legalised by the MI and apostilled (Notaries in Greece do not notarise documents In foreign languages),

15.	The Assignment of Warranty, one original and one copy of the notice of assignment, all duly executed by the Sellers. and the acknowledgement of the notice of assignment, duly executed by the Builder, all as referred to in clause 22 of this MoA,

16.	Photocopies, certified as true, accurate and complete by a director or duly authorized attorney-in-fact, the secretary or the legal advisers of the Sellers, of:

(i)

the Vessel's current Safety Construction, Safety Equipment , Safety Radio and Load Line Certificates:

(ii)

evidence of the Vessel's current Certificate of Financial Responsibility issued pursuant to the United States Oil Pollution Act 1990

(iii)

the Vessel's current SMC;

(iv)

the ISM Company's current DOC;

(v)

the Vessel's current ISSC;

A520/15 Stenaweco Energy Annex 1 MoA.docx 6.0 29.12.2014

A520/15 Annex 1 MoA Stenaweco Energy. 04.12.2014

(vi)

the Vessel's current IAPPC;

(vii)

the Vessel's current Tonnage Certificate

17.	Any such additional documents as may reasonably be required by the competent authorities of the Buyers' Nominated Flag State for the purpose of registering the Vessel provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement.

III.	The following documents shall be delivered by the Buyers to the Sellers concurrently with the payment of the purchase price and the delivery of the Vessel:

1.	Certificate of Formation issued by the Marshall Islands Companies Registry regarding the Incorporation and good standing of the Buyers, not older than ten (10) Banking Days prior to the date of the delivery of the Vessel.

Written Consent of the Sole Manager of the Buyers approving the signing of the MoA and the purchase of the Vessel from the Sellers in accordance with the terms and conditions of the MoA and appointing and authorizing their representatives, inter alia, to take delivery of the Vessel, to execute the Protocol of Delivery and Acceptance as well as any other documents in connection with the Vessel's purchase and to pay and release the purchase price to be paid for the Vessel to the Sellers.

Original Power of Attorney by the Buyers, duly legalized, authorizing the attomey(s)-in-fact named therein to take delivery of the Vessel and to pay the Purchase Price and to sign all relevant documents, including. but not limited to, the Protocol of Delivery and Acceptance, and to deal and act with respect to all matters relating to the purchase and the delivery of the Vessel to the Buyers.

Annex 2 to MoA

regarding Sale of product tanker M/T "Stenaweco Energy"

ASSIGNMENT OF WARRANTY RIGHTS

Product tanker "Stenaweco Energy"

Monte Carlo 71 Shipping Company Limited

as Assignor

and

ECO ENERGY LLC

as Assignee

A520/15 Stenaweco Energy Ass of Warr SBC.docx 6.0 29.12.2014

INDEX

Page

Clause

1	DEFINITIONS AND INTERPRETATION	2
2	ASSIGNMENT	3
3	REPRESENTATIONS AND WARRANTIES	3
4	MISCELLANEOUS	3
5	LAW AND JURISDICTION	3

A520/15 Stenaweco Energy Ass of Warr SBC.docx 6.0 29.12.2014

THIS DEED is made on____________________

BETWEEN

(1)	ECO ENERGY LLC, a company incorporated in Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro. Marshall Islands (the "Assignee"); and

(2)	MONTE CARLO 71 SHIPPING COMPANY LIMITED, a company Incorporated in Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road. Ajeltake Islands, Majuro, Marshall Islands (the "Assignor ").

BACKGROUND

(A)

By a shipbuilding contract dated 3^rd December. 2012 (as from time to time amended, varied or supplemented the "Building Contract") and made between Hyundai Mipo Dockyard Co., Ltd of Ulsan, Korea (the "Builder") as builder and Million Hope Maritime S.A. of Majuro, Marshall Islands as buyer,novated by the said Million Hope Maritime S.A. to and in favour of the Assignor, the Builder agreed to build and deliver to the Assignor and the Assignor agreed to purchase and take delivery from the Builder of one 50,000 dwt class product/chemical tanker newbuildlng named "Stenaweco Energy", IMO No. 9683984 (the "Vessel").

(B)	The Vessel was delivered to the Assignor on _________________ 2014.

(C)

By a memorandum of agreement dated ___ December, 2014 (as from time to lime amended, varied or supplemented the "MoA") and made between the Assignor as seller and the Assignee as buyer the Assignor agreed to sell to the Assignee the Vessel and the Assignee agreed to purchase the Vessel from the Assignor .

(D)	By bareboat charter contract dated ___ December, 2014 (as from time to time amended, varied or supplemented the "Bareboat Charter") and made between the Assignee as owner and the Assignor as bareboat charterer the Assignor chartered the Vessel on demise from the Assignee.

(E)	Pursuant to the terms and conditions of the MoA, the Assignor shall assign to the Assignee all the Assignor's rights, title and interest under the Building Contract with regard to the Builder's warranty as set forth in article IX of the Building Contract.

IT IS AGREED as follows:

1	DEFINITIONS AND INTERPRETATION

1.1	Defined expressions. Words and expressions defined in the Bareboat Charter shall have the same meanings when used in this Deed unless the context otherwise requires.

1.2	Definitions. In this Deed, unless the contrary intention appears:

"Assigned Property" means all rights and interests of every kind which the Assignor now or at any later time has to, in or in connection with Article IX (Warranty of Quality) of the Building Contract or in relation to any matter arising out of or in connection with Article IX (Warranty of Quality) of the Building Contract.

1.3	Inconsistency between MoA provisions and this Deed. This Deed shall be read together with the MoA, but in case of any conflict between the MoA and this Deed, the provisions of the MoA shall prevail.

A520/15 Stenaweco Energy Ass of Warr SBC.docx 6.0 29.12.2014

2	ASSIGNMENT

2.1	Assignment. The Assignor, with full title guarantee, assigns to the Assignee absolutely, irrevocably and unconditionally all rights and interests which now or at any later time it has to, in or in connection with, the Assigned Property.

2.2	No obligations imposed on Assignee. The Assignor shall remain liable to perform all obligations connected with the Assigned Property and the Assignee shall not, in any circumstances, have or incur any obligation of any kind in connection with the Assigned Property.

2.3	Notice of assignment. Immediately after the execution of this Deed, the Assignor shall give to the Builder notice of the assignment contained in Clause 2.1 In the form set out in Appendix 1 and shall obtain from them signed acknowledgements in the form set out in that Appendix.

3	REPRESENTATIONS AND WARRANTIES

3.1	General. The Assignor represents and warrants to the Assignee as follows :

3.2	Title to Assigned Property. The Assignor is the sole legal and beneficial owner of the Assigned Property.

3.3

No restrict ions on right to assign. The Builder has given its consent to the Assigned Property being assigned to the Assignee and the Assignor has the right, without requiring the concurrence, consent or authority of any other person, to assign the Assigned Property to the Assignee. Moreover, the Builder has given its consent to the Assigned Property being on-assigned by the Assignee to its financing bank(s) and the Assignee has the right, without requiring the concurrence, consent or authority of any other person, to on-assign the Assigned Property to its financing bank(s).

3.4	No third party Security Interests. No third party has any security interest or any other right, interest or claim over, in or in relation to the Assigned Property.

4	MISCELLANEOUS

4.1	Severability of provisions. If any provision of this Deed is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality of the other provisions of this Deed.

4.2	Third party rights. A person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Deed.

5	LAW AND JURISDICTION

5.1	English law. Clause 16 of the MoA shall apply to this Deed as if it was expressly incorporated herein with any necessary modifications.

5.2	Exclusive English jurisdiction. Clause 16 of the MoA shall apply to this Deed as if it was expressly incorporated herein with any necessary modifications.

5.3	Choice of forum for the exclusive benefit of the Owner. Clause 5.2 is for the exclusive benefit of the Assignee, which reserves the rights:

(a)	to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and

A520/15 Stenaweco Energy Ass of Warr SBC.docx 6.0 29.12.2014

(b)	to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.

The Assignor shall not commence any proceedings in any country other than England in relation to a Dispute.

5.4

Process agent. The Assignor irrevocably appoints Top Properties (London) limited, London, UK, at its registered office for the time being, presently at 8 Duke Street London W1U 3EW, Limited Kingdom, Fax-No. +44 207 224 5557, to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with a Dispute.

5.5

Assignee's rights unaffected. Nothing in this Clause 5 shall exclude or limit any right which the Assignee may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.

5.6

Meaning of "proceedings". In this Clause 5, "proceedings'' means proceedings of any kind, including an application for a provisional or protective measure and a "Dispute" means any dispute arising out of or in connection with this Deed (including a dispute relating to the existence, validity or termination of this Deed).

THIS DEED has been executed by or on behalf of the parties and has, on the date stated at the beginning of this Deed, been delivered as a Deed.

(signatures on next page)

A520/15 Stenaweco Energy Ass of Warr SBC.docx 6.0 29.12.2014

EXECUTION PAGE

ASSIGNOR

EXECUTED AND DELIVERED AS A DEED	)
by ________________	)
acting by [full name of attorney]	)
expressly authorised in accordance with	)
the laws of the Marshall Islands	)
by virtue of a power of attorney granted	)
by Monte Carlo 71 Shipping Company Limited	)
on _________________	)
such execution being witnessed by	)
[full name of witness]:	)



Signature of witness


ASSIGNEE

EXECUTED AND DELIVERED AS A DEED	)
by ________________	)
acting by [full name of attorney]	)
expressly authorised in accordance with	)
the laws of the Marshall Islands	)
by virtue of a power of attorney granted	)
by Eco Energy LLC	)
on _________________	)
Such execution being witnessed by	)
[full name of witness]	)


Signature of witness

A520/15 Stenaweco Energy Ass of Warr SBC.docx 6.0 29.12.2014

Appendix 1- Notice of Assignment

Hyundai Mipo Dockyard Co., Ltd

100, Bankeojinsunhwan-Doro

Dong-Gu

Ulsan 682-712

South Korea

________________ (Date)

Dear Sirs,

Shipbuilding Contract dated 3^rd December, 2012 (as from time to time amended, varied or supplemented the "Building Contract") and made between you as builder and us as buyer regarding the construction and delivery of one 50,000 dwt class product/chemical tanker newbuilding named "Stenaweco Energy", IMO No. 9683984

NOTICE OF ASSIGNMENT

We hereby give you notice that under an instrument entitled 'Assignment of Warranty' dated ______________ (the "Assignment") and made between ourselves as assignors and Eco Energy LLC, Majuro, Marshall Islands (the "Assignee") as assignee, we have absolutely, irrevocably and unconditionally assigned to the Assignee all our rights and interests of every kind which we have to, in or in connection with Article IX (Warranty of Quality) of the Building Contract or in relation to any matter arising out of or in connection with Article IX (Warranty of Quality) of the Building Contract (together the "Assigned Property").

As from the date hereof you are instructed, authorized and entitled to deal directly with the Assignee regarding all matters under and with respect to the Assigned Property.

Please acknowledge receipt of this Notice of Assignment by signing and returning a copy of this Notice with your acknowledgement to the Assignee and us.

__________________________

by ______________________

for and on behalf of

Monte Carlo 71 Shipping Company Limited

A520/15 Stenaweco Energy Ass of Warr SBC.docx 6.0 29.12.2014

From·

Hyundai Mipo Dockyard Co., Ltd
100, Bankeojinsunhwan-Doro
Dong-Gu
Ufsan 682-712
South Korea

To:	Eco Energy LLC Majuro, Marshall Islands c/o Northern Fund Management America, LLC One Stamford Landing 62 Southfield Avenue, Suite 212 Stamford, CT 06902 U.S. Attn: Kathleen Furman and Rich Lemanski Telefax in advance +1 (203) 487-3435

copy to:

Monte Carlo One Shipping Company Limited
Majuro, Marshall Islands
c/o Central Mare Inc
1 Vass . Sofias 151 24 Maroussi
Attn: Andreas M. Louka

Telefax in advance +30 2106141272

_________________ (Date)

Dear Sirs.

NOTICE OF ASSIGNMENT

We hereby acknowledge receipt of the Notice of Assignment and consent to the Assignment (as the term is defined in the Notice of Assignment).

We hereby confirm that as from the date hereof we will directly deal with you, the Assignee, regarding all matters under and with respect to the Assigned Property (as the term is defined in the Notice of Assignment).

__________________________

by ______________________

for and on behalf of

Hyundai Mipo Dockyard Co., Ltd