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Memorandum of Understanding

THIS MEMORANDUM OF UNDERSTANDING (this "MOU") is made as of the 30th day of June
2021 by and between:

(1) Uthalden AS, a corporation organized and existing under the Laws of Norway, having its
registered office at Huk Aveny 19, 0287 Oslo, Norway, or its guaranteed nominee (hereinafter
called the “Buyer”);

and

(2) Sumec Marine Co. Ltd., a corporation organised and existing under the Laws of the People’s
Republic of China, having its registered office at 198 Changjiang Road, Nanjing City, Jiangsu
Province, the People’s Republic of China (hereinafter called the “SUMEC”) together with
New Dayang Shipbuilding Co. Ltd., a corporation organised and existing under the Laws of
the People’s Republic of China, having its registered office at Xinba Shenwang Village,
Lidian Town, Guangling District, Yangzhou City, Jiangsu Province, the People’s Republic of
China (hereinafter called “Dayang”. The SUMEC and Dayang hereinafter collectively called
the “Seller”).

Each of the Buyer, the SUMEC and the Dayang is individually referred to as a "Party" and
collectively as the "Parties".

WHEREAS:

(A) On the date hereof, the Parties enter into a shipbuilding contract for one firm vessel (as
amended and/or supplemented and/or novated from time to time, including any and all
addenda thereto, the "Shipbuilding Contract") such firm vessel being “CROWN63” bulk
carrier referred to as the "Vessel”.

(B) The Parties have agreed that the Seller shall build the Vessel with hull number and
corresponding keel laying attestation already obtained under IMO/MARPOL Tier II standard,
to make the Vessel compliant with IMO/MARPOL Tier II standard.

(C) The Seller obtained one Attestation of Keel Laying issued by Bureau Veritas on 29 Dec. 2015
(the "Keel Laying Attestation") for Hull Number DY4095 (the "Hull Number") which shall
be subject to IMO/MARPOL Tier II standard.

(D) The Parties agree to build the Vessel under the Hull Number and Keel Laying Attestation to
make the Vessel be compliant with IMO/MARPOL Tier II standard.

(E) The Parties have therefore agreed to enter into this MOU to set out the terms on which the
construction and sale of the Vessel shall occur.

FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF


WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:

1 DEFINITIONS

1.1 All capitalised terms not otherwise defined herein shall have the meanings given to them in the
Shipbuilding Contract.

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2 CONSTRUCTION AND SALE OF THE VESSELS

2.1 The Buyer has been provided with copy of the Keel Laying Attestation and the Seller has
explained situations related thereto.

2.2 The Buyer agrees and confirms that the Seller shall continue to build the Vessel under
IMO/MARPOL Tier II standard on the basis of the Hull Number and Keel Laying Attestation
and deliver the Vessel to the Buyer, and the Buyer confirms that it will accept and take
delivery of the Vessel provided that the Vesselis otherwise constructed in accordance with the
Shipbuilding Contract.

2.3 The Seller and the Buyer shall perform their obligations in accordance with the terms and
conditions of the Shipbuilding Contract, including making relevant payments and taking
delivery of the Vessel. This MOU and the use of the Hull Number and Keel Laying
Attestation shall not in any way affect or reduce the Seller's and the Buyer’s obligations under
the Shipbuilding Contract except as otherwise specifically set out herein. For avoidance of
doubt, the Buyer shall not be entitled to cancel or terminate the Shipbuilding Contract, refuse
to make payments or refuse to take delivery of the Vessel as a consequence of the use of the
Hull Number and Keel Laying Attestation, or the Vessels’ inconformity with IMO/MARPOL
Tier III standard.

2.4 The requirements of the authorities as fully described in the Shipbuilding Contract including
that of the Classification Society are to include additional rules or circulars thereof issued,
effective and compulsorily applicable to the Vessels up to or on the date of signing the
Shipbuilding Contract except:

(a) The requirements of the IMO/MARPOL Tier III.

(b) The requirements of HCSR Rules version 2021.

(c) The requirements of independent escape route for ECR and workshop.

3 EFFECTIVE DATE

3.1 It is hereby acknowledged and agreed between the parties hereto that this MOU will become
effective upon:

(a) the execution of this MOU by the parties herein; and

(b) the execution of the Shipbuilding Contract for the Vessel.

The parties agree that "Effective Date" means the date on which the conditions set out in this
Clause 3.1 are fulfilled.

4 REPRESENTATIONS AND WARRANTIES

4.1 Each Party represents and warrants to and for the benefit of each other party as of the Effective
Date that:

(a) it is duly organized and validly existing in its place of organization;

(b) it is in good standing;

(c) it has the requisite power and authority to enter into this MOU and fully to perform its
obligations hereunder;

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(d) its obligations under this MOU constitute its legal, valid and binding obligations
against it and in accordance with its terms, subject only to general principles of law
affecting enforcement of creditors' rights, and general equitable principles to the extent
applicable; and

(e) there is no action, suit or proceeding at law or in equity currently pending before any
court, tribunal or arbitrator (or, to its knowledge, threatened) which is likely adversely
to affect the legality, validity or enforceability against it of this MOU.

5 MISCELLANEOUS

5.1 This MOU and the transactions contemplated herein and all related documents and the
negotiations relating hereto are strictly confidential and no disclosure relating thereto shall be
made or issued by or on behalf of any party to this MOU to any third party other than their
professional advisors.

5.2 If there is any discrepancy and/or ambiguity between the terms of the Shipbuilding Contract
and this MOU, the contents of this MOU shall prevail to the extent of such any discrepancy
and/or ambiguity.

5.3 This MOU shall become an integral part of the Shipbuilding Contract and be governed by the
law and jurisdiction provisions as stipulated in Article XIII of the Shipbuilding Contract.

IN WITNESS WHEREOF the Parties hereto have caused this MOU to be duly executed on the day
and year first above written.

The BUYER The SELLER


Uthalden AS Sumec Marine Co.,Ltd.

_________________________ _________________________
Name: Harald Moraeus Hanssen Name: Xu Gang
Title: Owner / Chairman of Board Title: Chairman / Legal Representative

New Dayang Shipbuilding Co.,Ltd.

_________________________
Name:Xu Bin
Title: General Manager / Legal Representative

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