RIDER CLAUSES TO MEMORANDUM OF AGREEMENT DATED ____________________ 2025

Exhibit 10.14

 

 

PART II 239 (b) During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against Protection 240 and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, 241 including maintaining

EXECUTION VERSION

 

RIDER CLAUSES TO MEMORANDUM OF AGREEMENT

 

DATED ____________________ 2025

 

Clause 19 – Payment of purchase price by buyers

 

(a)

Subject to the provisions of this Agreement, in consideration of the Buyers agreeing to pay the Purchase Price of the Vessel to the Sellers, the Sellers hereby agree to sell and transfer all rights, title and interest in the Vessel absolutely, with full title guarantee, on the Delivery Date.

 

(b)

Subject to (i) the provision of a duly completed Payment Notice to be received by the Buyers not later than five (5) Business Days prior to the Scheduled Delivery Date (or such shorter period as approved by the Buyers in writing) and (ii) the fulfilment of the Delivery Conditions Precedent, the Purchase Price shall be paid in full by the Buyers to the Sellers as follows:

 

(A)

on the Delivery Date, an amount corresponding to the amount of the Advance Charterhire payable by the Sellers as bareboat charterers of the Vessel to the Buyers as owners under the Bareboat Charter shall be set off against a corresponding amount of the Purchase Price payable under this Agreement;

 

(B)

subject to the set-off under sub-paragraph (A) above, the balance of the Purchase Price (such balance being referred to as the "Net Purchase Price") shall be remitted by the Buyers to the Sellers’ Account on the immediately succeeding Business Day after the Delivery Date.

 

Clause 20 – Conditional on Delivery under the Bareboat Charter

 

The Buyers' obligation to purchase the Vessel and the Sellers' obligation to sell the Vessel are conditional upon the simultaneous delivery to and acceptance by the Sellers as bareboat charterer of the Vessel in accordance with the terms of the Bareboat Charter and subject to there being no Termination Event having occurred or which would occur as a result of the performance by the Sellers and Buyers of their respective obligations under this Agreement.

 

Clause 21 – Condition of vessel

 

The Sellers hereby acknowledge that with respect to the sale and purchase of the Vessel under this Agreement, the Buyers are relying on the Sellers in all respects to check all matters concerning the Vessel, safety, condition, quality and fitness for purposes and delivery of the Vessel.

 

Clause 22 – Representations and Warranties of Sellers AND BUYERS

 

(a)

The Sellers represent and warrant to the Buyers on the date hereof, the date of the Payment Notice and on the Delivery Date that:

 

(i)

none of the Sellers or any member of the Group:

 

(A)

is a Prohibited Person;

 

(B)

is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;

 

(C)

owns or controls a Prohibited Person; nor

 

(D)

has a Prohibited Person serving as a director, officer or, to the best of the Sellers' knowledge, employee; and

 

(ii)

no part of the Purchase Price nor the Vessel shall be made available, directly or indirectly, to or for the benefit of a Prohibited Person nor shall they be otherwise directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions.

 

Clause 23 – Physical presence

 

If there is any change in the flag state from the Flag State at the date of this Agreement and such new Flag State requires the Buyers to have a physical presence or office in the jurisdiction of such Flag State, all documented fees, costs and expenses arising out of or in connection with the establishment and maintenance of such physical presence or office by the Buyers shall be borne by the Sellers.

 

Clause 24 – Indemnities

 

(a)

In consideration of the Buyers entering into this Agreement and the Bareboat Charter as at the date hereof, the Sellers shall indemnify and pay such amounts to the Buyers in respect of all documented costs, claims, expenses, liabilities, losses, damages and fees (including but not limited to any documented legal fees, vessel registration and tonnage fees) suffered or incurred by or imposed on the Buyers arising from this Agreement or in connection with the Delivery, registration, purchase and inspection of the Vessel by the Buyers whether prior to, during or after termination of this Agreement or in connection with or resulting from the occurrence of a Termination Event or the funding of all or an portion of the Purchase Price (including but not limited to, in the event that the Buyers have given instructions to remit the Net Purchase Price into Sellers’ Account in accordance with Clause 19(b)(B) but not received therein or by the Sellers for any reason whatsoever other than as a direct and sole result of the Buyers' gross negligence or wilful misconduct), and whether or not the Vessel is in the possession of or the control of the Sellers or otherwise.

 

(b)

Notwithstanding anything to the contrary herein, the indemnities provided by the Sellers shall be provided in favour of the Buyers and shall continue in full force and effect notwithstanding any breach of the terms of this Agreement or termination of this Agreement pursuant to the terms hereof.

 

Clause 25 – Notice, Time and Place of Delivery

 

(a)

The Sellers shall keep the Buyers well informed of the proposed Delivery Date of the Vessel and the intended place of delivery and shall in any event specify the Scheduled Delivery Date in the Payment Notice.

 

(b)

The Delivery shall be required to take place on or before the Cancelling Date.

 

(c)

The Vessel shall be delivered and taken over safely afloat at sea (international waters) or at a safe and accessible berth or anchorage with the Delivery Date to be mutually agreed by the Sellers and the Buyers.

 

Clause 26 – Notices

 

Any notice, certificate, demand or other communication to be served, given, made or sent under or in relation to this Agreement shall be in English and in writing and (without prejudice to any other valid method or giving, making or sending the same) shall be deemed sufficiently given or made or sent if sent by registered post or by email to the following respective address or email address:

 

(A)	to the Buyers:	c/o China Huarong Shipping Financial Leasing Company Limited   ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇/▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ /▇▇▇.▇▇▇▇▇▇▇@▇▇▇.▇▇ /▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ Tel: ▇▇▇(▇)▇▇ ▇▇▇▇▇▇▇▇
(B)	to the Sellers:	c/o TOP SHIPS INC. Address: ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Tel: ▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇ Fax: ▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇

or, if a party hereto changes its address or email address, to such other address (or email address) as that party may notify to the other.

 

Clause 27 – No Waiver of Rights

 

(a)

No neglect, delay, omission or indulgence on the part of the Buyers in enforcing the terms and conditions of this Agreement shall prejudice the strict rights of the Buyers or be construed as a waiver thereof nor shall any single or partial exercise of any right of either party preclude any other or further exercise thereof.

 

(b)

No right or remedy conferred upon the Buyers by this Agreement shall be exclusive of any other right or remedy provided for herein or by law and all such rights and remedies shall be cumulative.

 

Clause 28 – No Set-off or Tax Deduction

 

(a)

Any payment made by the Sellers to the Buyers under this Agreement shall be paid:

 

(i)

(other than the set-off under Clause 19(b)(A)) without any form of set-off, cross-claim or condition; and

 

(ii)

free and clear of any tax deduction or withholding unless required by law.

 

(b)

Without prejudice to paragraph (a) of this Clause, if the Sellers are required by law to make a tax deduction from any payment:

 

(i)

the Sellers shall notify the Buyers as soon as they become aware of the requirement; and

 

(ii)

the amount due in respect of the payment shall be increased by the amount necessary to ensure that the Buyers receive and retain (free from any liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which they would otherwise have received.

 

(c)

In this Clause, "tax deduction" means any deduction or withholding for or on account of any present or future tax.

 

Clause 29 – Assignment and Transfer

 

(a)

Without prejudice to clause 64 (Assignment and Transfer) of the Bareboat Charter the Sellers shall not assign or transfer (whether by novation or otherwise) their rights and/or obligations under this Agreement except with the Buyers' prior written consent.

 

(b)

The Buyers may not assign or transfer (whether by novation or otherwise) any of their rights under this Agreement except with the Sellers' prior written consent (not to be unreasonably withheld), following which consent the Sellers shall execute such documents and do all such things as reasonably required by the Buyers to facilitate or effect such assignment or transfer.

 

(c)

Each of the Sellers and Buyers shall bear their own costs arising from any assignment or transfer as permitted under this Clause.

 

Clause 30 – Miscellaneous

 

(a)

Unless otherwise expressly stated to the contrary in this Agreement, any payment which is due to be made on a day which is not a Business Day shall be made on the preceding Business Day instead.

 

(b)

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

 

(c)

The Sellers waive any rights of sovereign immunity which they or any of their properties may enjoy in any jurisdiction and subjects itself to civil and commercial law with respect to their obligations under this Agreement.

 

(d)

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

 

(e)

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement, as the case may be.

 

Clause 30A – SELLERS’ CANCELLATION OPTION

 

Without prejudice to any of the Buyers' rights under this Agreement, any other Leasing Document or at law or otherwise, if clause 51A (USTR Termination Event) of the Bareboat Charter applies prior to Delivery and subject to the satisfaction of the conditions as set out therein, the Sellers shall have the right to cancel this Agreement and and such cancellation shall become effective on the date as notified by the Sellers pursuant to clause 51A (USTR Termination Event) of the Bareboat Charter, whereupon:

 

(a)

both the Sellers and the Buyers shall cease to have any obligations under this Agreement (including, but not limited to, the Buyers’ obligations to pay any Purchase Price), and further provided that, in consideration of the Buyers entering into this Agreement and the Bareboat Charter as at the date hereof, the Buyers shall be entitled to retain all indemnified expenses and/or fees paid by the Sellers under this Agreement and the other Leasing Documents, and if such fees have not been paid, the Sellers shall forthwith pay such fees to the Buyers in accordance with the terms of the Bareboat Charter and other Leasing Documents; and

 

(b)

any such amount are acknowledged and agreed by the Sellers to be a proportionate amount, having regard to the legitimate interest of the Buyers in protecting against the risk of inter alia, this Agreement being cancelled.

 

Clause 31 – Governing law and jurisdiction

 

(a)

This Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by English law.

 

(b)

Any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute") shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association ("LMAA") Terms current at the time when the arbitration proceedings are commenced.

 

(c)

The reference shall be to three (3) arbitrators, one to be appointed by each Party and the third, by the two so appointed. A Party wishing to refer a Dispute to arbitration shall appoint its arbitrator (who shall be either a full member of the LMAA, or a practising barrister of King's Counsel who is also a member of the Commercial Bar Association, or a retired High Court Judge practising as an arbitrator, in each case who carries on business in London) and shall send notice of such appointment in writing to the other Party requiring the other Party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other Party appoints its own arbitrator and give notice that it has done so within the fourteen (14) days specified. If the other Party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he or she had been appointed by agreement. Nothing herein shall prevent the Parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. If the two arbitrators so appointed are unable to agree on the appointment of the third arbitrator within seven (7) days after the appointment of the second arbitrator, they or either of them may by written notice request the President of the LMAA to appoint the third arbitrator within fourteen (14) days of such request.

 

(d)

Where the reference is to three (3) arbitrators the procedure for making appointments shall be in accordance with the procedure for full arbitration stated above.

 

(e)

The language of the arbitration shall be English.

 

(f)

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the Parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

 

Clause 32 – Definitions

 

Unless otherwise specified hereunder, capitalised terms in this Agreement shall have the same meaning as in the Bareboat Charter:

 

"Advance Charterhire" means an amount which is equal to the difference between the Purchase Price and the Financing Amount.

 

"Bareboat Charter" means the bareboat charterparty in respect of the Vessel dated on or about the date hereof and entered into between the Buyers as owner and the Sellers as bareboat charterer.

 

"Business Day" means a day on which banks are open for business in the principal business centres of New York, Hong Kong, Shanghai and Greece.

 

"Cancelling Date" means 31 March 2026 or such later date as may be agreed by the Buyers acting in their discretion.

 

"Delivery" means the passing of the legal and beneficial interest in the Vessel from the Sellers to the Buyers pursuant to the terms of this Agreement.

 

"Delivery Conditions Precedent" means the conditions precedent detailed in clauses 34.2(e)(i) and 34.2(e)(ii) of the Bareboat Charter.

 

"Delivery Date" means the date on which Delivery occurs.

 

"Dispute" shall have the meaning ascribed thereto Clause 31(b).

 

"Dollars" and "US$" mean the lawful currency, for the time being, of the United States of America.

 

"Financing Amount" shall have the same meaning as defined under the Bareboat Charter.

 

"Flag State" means the Republic of the ▇▇▇▇▇▇▇▇ Islands or any other flag state of the Vessel as may be agreed in writing by the Buyers and the Sellers.

 

"Net Purchase Price" has the meaning given to that term in Clause 19(b)(B).

 

"Payment Notice" means an irrevocable request for payment of the Net Purchase Price served by the Sellers on the Buyers, which shall be in the form set out in Schedule 1 (Form of Payment Notice) and which shall be signed by at least one officer or authorised attorney of the Sellers.

 

"Protocol of Delivery and Acceptance" means the protocol of delivery and acceptance recording Delivery of the Vessel under this Agreement to be signed by the Buyers and Sellers in substantially the form attached as Schedule 2.

 

"Purchase Price" means $80,000,000

 

"Sellers' Account" means an account of the Sellers with the Sellers' Bank for the purposes of receiving amounts payable under this Agreement, details of which are notified to the Buyers in the Payment Notice.

 

"Sellers' Bank" means the ALPHA BANK S.A. with which the Sellers' Account is maintained, details of which are notified to the Buyers in the Payment Notice.

 

"Scheduled Delivery Date" means the date of delivery of the Vessel set out in the Payment Notice which shall always be on a Business Day on or before the Cancelling Date.

 

 

 

 

 

 

Schedule 1

Form of Payment Notice

 

To:

LUSTRE 6 HOLDING LIMITED

 

Date:

____________________

 

Memorandum of Agreement dated ____________________ (the "Agreement")
in relation to m.t. "ECO MALIBU" with IMO No. 9902823 (the "Vessel")

 

1.

We refer to the Agreement made between us in relation to the Vessel.

 

2.

This is the Payment Notice as defined in the Agreement.

 

3.

Capitalised terms in this Payment Notice have the meanings set out in the Agreement unless otherwise defined herein.

 

4.

We hereby notify you that the Scheduled Delivery Date is _________________________ and we request that, subject to the fulfillment of the Delivery Conditions, , you pay the Net Purchase Price in an amount of US$____________________ with the following account (being the Sellers’ Account) on the date as stipulated under clause 19(b) of the Agreement and such payment shall be deemed satisfaction of your obligation under clause 19 of the Agreement to make payment of such amount:

 

Account Name	:
Bank	:
Branch Address	:
BIC/ SWIFT	:
Account Number	:
Intermediate Bank	:
Intermediate Bank’s SWIFT	:
Quote Reference	:	"Net Purchase Price" - IMO number 9902823

 

 

5.

We further represent and warrant that no Termination Event or Potential Termination Event (each as defined in the Bareboat Charter) has occurred and there has been no breach of any obligation or undertaking in the Leasing Documents (as defined in the Bareboat Charter) which would, with the passing of time, constitute a Termination Event or Potential Termination Event (each as defined in the Bareboat Charter).

 

 

 

 

 

 

 

 

 

 

 

Yours faithfully,

 

_______________________________

 

Name:

Title: attorney-in-fact

for and on behalf of

ATHENEAN EMPIRE INC.

Date:

 

 

 

 

 

 

 

 

 

 

 

 

Schedule 2

Form of Protocol of Delivery and Acceptance

 

ATHENEAN EMPIRE INC., a corporation incorporated under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960 (the "Sellers") hereby sell, transfer and deliver and LUSTRE 6 HOLDING LIMITED, a corporation incorporated under the laws of the Republic of Liberia whose registered address is at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, Liberia (the "Buyers") hereby accept delivery, title and risk of and in one (1) 157,286 DWT suezmax tanker named m.t. "ECO MALIBU" with IMO No. 9902823, as agreed between the Buyers and the Sellers, at _______ hour ________ time on __________________ and each of the Buyers and the Sellers confirm that the same is delivered in accordance with the Memorandum of Agreement dated ______________________ (as the same may be amended, supplemented and varied from time to time) entered into between (1) the Sellers as seller and (2) the Buyers as buyer.

 

 

 

 

 

 

……………………………………………….

Name:

Title: attorney-in-fact

For and on behalf of

ATHENEAN EMPIRE INC.

 

 

 

 

……………………………………………….

Name:

Title: attorney-in-fact

For and on behalf of

LUSTRE 6 HOLDING LIMITED

 

 

 

 

 

 

EXECUTION PAGE

 

BUYERS

 

SIGNED BY		)
for and on behalf of		)
LUSTRE 6 HOLDING LIMITED		)
as attorney-in-fact		)
in the presence of		)
Witness' signature:		)
Witness' name:		)
Witness' address:		)
SELLERS
SIGNED BY		)
for and on behalf of		)
ATHENEAN EMPIRE INC.		)
as attorney-in-fact		)
in the presence of		)
Witness' signature:		)
Witness' name:		)
Witness' address:		)

 

 

 

 

Huarong Top Ships II

Execution Page to MOA Riders

Eco Malibu