StealthGas to acquire four LPG carriers for $255M
The planned acquisition would add 102,000 cbm of LPG capacity, or 35%, subject to stockholder approval and other closing conditions.
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Rhea-AI Filing Summary
StealthGas Inc. agreed to acquire four LPG carriers for an aggregate purchase price of $254,593,270 from entities affiliated with members of the family of Harry N. Vafias, the company's Chief Executive Officer, President, Chief Financial Officer, director and largest stockholder. The main transaction disclosure says delivery is expected charter-free between May and September 2027, subject to closing conditions including stockholder approval; the agreement's vessel table lists March–September 2027. A transaction committee of independent directors approved the purchase and based the price on the average of independent vessel valuations.
The company intends to pay with cash on hand; cash, cash equivalents and short-term investments were $168.3 million as of June 30, 2026, and over $270 million as of November 5, 2026. The buyers have the option to pay one year after the agreement date without interest. The acquisition would increase the LPG fleet from 25 to 29 vessels and add 102,000 cbm, or 35%, to aggregate capacity, bringing it to 387,017 cbm. Average fleet age would decrease from 12.1 to 10.8 years; that calculation includes one LPG carrier owned by a joint venture.
Filing Explained
The agreement provides for a deposit of
Key Figures
Key Terms
charter-free technical
cbm technical
en bloc technical
Memorandum of Agreement regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is GASS paying for the four vessels?
When are the GASS vessels expected to be delivered?
Can the buyers defer payment for the GASS vessels?
Who are the sellers named in GASS's vessel acquisition agreement?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2026
Commission File Number 001-36797
STEALTHGAS INC.
(Translation of registrant’s name into English)
331 Kifissias Avenue Kifissia 14561 Athens, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Vessel Acquisition Agreement
StealthGas Inc. (the “Company”) has agreed to acquire two 40,000 cbm LPG carriers, the 2024-built Eco Enchanted and the 2023-built Eco Merlin, and two 11,000 cbm LPG carriers, the 2026-built Eco Nebula and the 2025-built Eco Texiana, for an aggregate purchase price of $254.6 million, from entities affiliated with members of the family of our Chief Executive Officer, President Chief Financial Officer, director and largest stockholder, Harry N. Vafias (the “Vessel Acquisition”). The vessels are expected to be delivered to the Company, on a charter-free basis, between May and September 2027, subject to the transaction closing conditions including stockholder approval.
The Vessel Acquisition was approved by a transaction committee comprised of the independent directors of the Company (the “Transaction Committee”). The Transaction Committee based the purchase price on the average of independent valuations of the vessels, and conditioned the acquisition on obtaining stockholder approval and satisfaction of other customary closing conditions.
The Company intends to pay for the Vessel Acquisition with cash on hand. As of June 30, 2026, the Company had cash and cash equivalents and short term investments of $168.3 million and as of the date of this report has cash and cash equivalents and short term investments of over $270 million. Under the terms of the vessel acquisition memorandum of agreement, the Company has the option to pay for the vessels one year after the date of the agreement, without interest.
The Vessel Acquisition would increase the Company’s LPG carrier fleet from 25 to 29 vessels and the aggregate capacity of such fleet by 102,000 cbm, or 35%, to 387,017 cbm, while reducing the average age of the fleet from 12.1 years to 10.8 years, including one LPG carrier in the water that is owned by a joint venture.
EXHIBIT INDEX
99.1 Memorandum of Agreement for the Eco Enchanted, the Eco Merlin, the Eco Nebula and the Eco Texiana.
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This report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (Reg. No. 333-268663), Post Effective Amendment No. 1 to Form F-1 on Form F-3 Registration Statement (Reg. No. 333-266031) and Registration Statements on Form S-8 (Reg. Nos. 333-275745 and 333-278813), including the prospectuses contained therein.
Important Information and Where to Find It; No Solicitation
This communication may be deemed to be solicitation material in respect of the proposed transaction. In connection with the proposed transaction, the Company intends to distribute a proxy statement and file it with the Securities and Exchange Commission (the “SEC”) on a Report on Form 6-K, and may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the proxy statement or any other document which the Company may file with the SEC. Investors and common stockholders of the Company are urged to read the proxy statement and all other relevant documents filed or to be filed with the SEC carefully when they become available because they will contain important information about the transaction and related matters. Investors will be able to obtain free copies of the proxy statement (when available) and other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by the Company will be made available free of charge on the Company’s website at www.stealthgas.com under the heading “Investor Relations-SEC Filings.”
The Company and certain of its directors and executive officers may be deemed to be participants in the solicitation in connection with the proposed transaction. Information regarding the Company’s directors and executive officers is available in “Part I. Item 6. Directors, Senior Management and Employees” of the Company’s Annual Report on Form 20-F filed with the SEC on April 28, 2026.
This communication is not intended to and does not constitute the solicitation of any vote or approval in any jurisdiction.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 5, 2026
| STEALTHGAS INC. | ||
| By: | /s/ Harry N. Vafias | |
| Name: | Harry N. Vafias | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
| MEMORANDUM OF AGREEMENT | Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by BIMCO in 1956. Code-name SALEFORM 2012 Revised 1966, 1983 and 1986/87, 1993 and 2012 |
Dated: 4th nov 2026
Tier III investments inc.
Interstellar Gas Movements Inc.
PROPANE NEW INVESTMENTS INC.
LIQUIFIED GASES OVERSEAS INC.
hereinafter called the “Sellers”, have agreed to sell, and
Spv’s controlled by stealthgas inc hereinafter called the “Buyers”, have agreed to buy:
| IMO Number |
Name of vessel |
Year of Build |
Country of Build |
Flag |
Exp. Delivery | |||||
| 9929194 | Eco Merlin | 2023 | SOUTH KOREA | MI | Mar-Sep 2027 | |||||
| 9945796 | Eco Enchanted | 2024 | SOUTH KOREA | MI | Mar-Sep 2027 | |||||
| 1062237 | Eco Texiana | 2025 | JAPAN | MI | Mar-Sep 2027 | |||||
| 1062249 | Eco Nebula | 2026 | JAPAN | MI | Mar-Sep 2027 |
hereinafter called the “Vessels”, or in the singular means each of them, on the following terms and conditions:
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 (Documentation) [ ].
“Buyers’ Nominated Flag State” means Marshall Islands (state flag state).
“Class” means the class notation referred to above.
“Classification Society” means the Society referred to above.
“Deposit” shall have the meaning given in Clause 2 (Deposit)
“Deposit Holder” means (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.
“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, e-mail or telefax.
“Parties” means the Sellers and the Buyers.
“Purchase Price” means the price for the Vessels as stated in Clause 1 (Purchase Price).
“Sellers’ Account” means (state details of bank account) at the Sellers’ Bank.
“Sellers’ Bank” means (state name of bank, branch and details) or, if left blank, the bank notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price.
| 1. | Purchase Price |
The Purchase Price is USD 254,593,270 (two hundred fifty four million five hundred ninety three thousand two hundred seventy) en bloc- cash .
| 2. |
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As security for the correct fulfillment of this Agreement the Buyers shall lodge a deposit of % ( per cent) or, if
left blank, 10% (ten per cent), of the Purchase Price (the “Deposit”) in an interest bearing in sellers nominated bank account within three (3) three
(3) five (5) Banking Days after the date that:
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(i) this Agreement has been signed by the Parties and exchanged in original
or by e-mail or telefax; and
(ii) the Deposit Holder has confirmed in writing to the Parties that the account has been
opened.
The Deposit shall be released in accordance with joint written instructions of the Parties.
Interest, if any, shall be credited to the Buyers Sellers. Any fee charged for holding and releasing the Deposit shall be borne equally by the Parties.
The Parties shall provide to the Deposit Holder all necessary documentation to open and maintain the account without delay.
| 3. | Payment |
On delivery of the Vessel, but not later than three (3) one (1) Banking
Days after the date that Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices):
(i) the Deposit shall be released to the Sellers; and
(ii) the balance of the full Purchase Price and all other sums payable on
delivery by the Buyers to the Sellers under this Agreement shall be paid in full free of bank charges to the Sellers’ Account.
BUYERS OPTION TO PAY FOR THE VESSEL UP TO 1 YEAR LATEST AFTER THE MOA DATE INTEREST FREE
| 4. | Inspection |
The Buyers have the option to inspect the vessel.
(a)* The Buyers have inspected and accepted the Vessel’s classification records. The Buyers
have also inspected the Vessel at/in (state place) on (state date) and have
accepted the Vessel following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement.
The Buyers shall have the option to carry out superficial inspection of the Vessel, without opening up and without interference
to Vessel schedule and to normal operation, prior to delivery of the Vessel. Should the Buyers choose to exercise such option then the Buyers shall arrange, at their own risk and expense. an inspection in the presence of a
Class surveyor (the Class surveyor is only to act as a arbitrator in the event of a dispute between Buyers and Sellers).
If any damage is found to the Vessel which affects her class but does not require immediate repair and the Classification Society
approves the Vessel to continue trading with these recommendations, the Sellers shall compensate to the Buyers all expenses to repair such damage to get class approval by deducting from the total amount to be paid by the Buyers to the Sellers in
lieu of the Sellers repairing such damage base on an amount quoted by a first class repairer mutually agreed between the Sellers and the Buyers (such costs to exclude gassing up and gas freeing) and the Buyers are to take delivery of the Vessel as
she is with such recommendations. If the Classification surveyor requires such damage to be repaired, then the Sellers shall repair such damage at their expense to the satisfaction of the Classification surveyor prior to delivery. In such event the
Sellers are to pay also for the cost of the Inspector and Classification Society’s attendance.
(b)* The Buyers shall have the right to inspect the Vessel’s classification records and declare
whether same are accepted or not within (state date/period).
The Sellers shall make the Vessel available for inspection at/in (state
place/range) within (state date/period).
The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause undue delay they
shall compensate the Sellers for the losses thereby incurred.
The Buyers shall inspect the Vessel without opening up and
without cost to the Sellers.
During the inspection, the Vessel’s deck and engine log books shall be made available
for examination by the Buyers.
The sale shall become outright and definite, subject only to the terms
and conditions of this Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from the Buyers within seventy-two
(72) hours after completion of such inspection or after the date/last day of the period stated in [Line 59], whichever is earlier.
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Should the Buyers fail to undertake the inspection as scheduled and/or notice of
acceptance of the Vessel’s classification records and/or of the Vessel not be received by the Sellers as aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the
Buyers, whereafter this Agreement shall be null and void.
*4 (a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4 (a) to apply.
| 5. | Time and place of delivery and notices |
(a) The Vessels shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage
at/in WW in the Sellers’ option.
Notice of Readiness shall not be tendered before: 1 MARCH 2027 in Sellers’ option
Cancelling Date (see Clauses 5(c), 6 (a)(i), 6 (a) (iii)and 14): 20 SEPT 2027 in Buyers’ option
(b) The
Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with twenty (20), fifteen (15), ten (10), seven (7), five (5) and three
(3) days’ approximate notice and two (2), one (1) days notice of the expected time date the Sellers intend to
tender Notice of Readiness and of the intended place of delivery.
When the Vessel is at the place of delivery and physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.
(c)
If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing stating the date when they anticipate that the Vessel
will be ready for delivery and proposing a new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within three (3) Banking
Days of receipt of the notice or of accepting the new date as the new Cancelling Date. If the Buyers have not declared their option within one (1) three (3) Banking Days of receipt of the Sellers’ notification or if the
Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date stipulated in line 79.
If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect.
(d) Cancellation, failure to
cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14(Sellers’ Default) for the Vessel not being ready by the original
Cancelling Date.
(e) Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with interest earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void.
| 6. | Drydocking/Divers Inspection |
| (a)* |
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| (i) | The Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at their cost and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers. The Buyers’ representative(s) shall have the right to be present at the diver’s inspection as observer only without interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning. The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection. |
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| (ii) | If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, then (1) unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society’s attendance. |
Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost (always excluding gas free and gassing up cost) of the repairs shall be the average of quotes for the repair work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the imposition of the condition/recommendation, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established.
| (iii) | If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of twenty five (25) days. |
(b)
*The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent
of the inspection being in accordance with the Classification Society’s rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged
or defective so as to affect the Vessel’s class, such defects shall be made good at the Sellers’ cost and expense to the satisfaction of the Classification Society without condition/recommendation*. In
such event the Sellers are also to pay for the costs and expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society’s fees. The
Sellers shall also pay for these costs and expenses if parts of the tailshaft system are condemned or found defectiveor broken so as to affect the Vessel’s class. In all other cases, the Buyers shall pay the
aforesaid costs and expenses, dues and fees
(c) If the Vessel is drydocked
pursuant to Clause 6 (a) (ii) or 6 (b) above
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*6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 a) to apply.
**Notes or memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account
| 7. | Spares, bunkers and other items |
The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board, and on shore and on
order. All spare parts as per class requirement and spare equipment including spare tail-end shaft(s) and/or pare propeller(s)/propeller blade(s), if any,
belonging to the Vessel at the time of inspection used or unused, whether on board or not shall become the Buyers’ property, but spares on order are excluded. Forwarding charges, if any, shall be for the
Buyers’ account. The Sellers are not required to replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior
to delivery, but the replaced items shall be the property of the Buyers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.
Library and forms exclusively for use in the Sellers’ vessel(s) and captain’s, officers’ and crew’s personal belongings including the slop chest are excluded from the sale without compensation, as well as the following additional items: (include list)
Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation: (include list)
Items on board at the time of inspection which are on hire or owned by third parties, not listed above, shall be replaced by the Sellers prior to delivery at their cost and expense.
The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and pay for either:
(a) *the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or
(b) *the current net market price (excluding barging
expenses) at the port and date of delivery of the Vessel or, if unavailable, at the nearest bunkering port,
for the quantities taken over.
Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.
“inspection” in this Clause 7, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspection), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.
*(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions alternative (a) shall apply.
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| 8. | Documentation |
The place of closing: to be mutually agreed
In exchange of payment and delivery of the Vessel, the Buyers and the Sellers are to provide each other with their respective delivery documentation. Buyers and Sellers shall mutually advise their requirements and the same to be incorporated as an Addendum to this Agreement. Signing of such Addendum shall by no means delay signature of this Agreement by both parties.
(a) In exchange for payment of the Purchase Price the Sellers shall provide the Buyers with the
following delivery documents:
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(b)
At the time of delivery the Buyers shall provide the Sellers with:
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(c) If any of the documents listed in Sub-clauses
(a) and (b) the Addendum as above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to
practice in the country of the translated language.
(d) The Parties shall to the extent possible exchange copies, drafts or samples
of the documents listed in Sub-clause (a) and Sub-clause (b) the Addendum as above for review
and comment by the other party not later than (state number of days),or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.
(e) Concurrent with the exchange of documents in Sub-clauses
(a) and (b) the Addendum as above, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals),
which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies.
(f) Other technical documentation which may be in the Sellers’ possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books but the Buyers to have the right to take copies of same.
(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.
| 9. | Encumbrances |
The Sellers warrant that the Vessel, at the time of delivery, is free from,encumbrances, mortgages and maritime liens or any other debts whatsoever, and is not subject to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel which have been incurred prior to the time of delivery.
| 10. | Taxes, fees and expenses |
Any taxes, fees and expenses in connection with the purchase and registration in the Buyers’ Nominated Flag State shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.
| 11. | Condition on delivery |
The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over , otherwise in the same condition as 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 maintained without condition/recommendation*,
free of average damage affecting the Vessel’s class, and with her classification certificates and national certificates, as well as all other certificates the Vessel had at the time of inspection,
valid without condition/recommendation* by the Classification Society or the relevant authorities at the time of delivery.
“Inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.
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*Notes and memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.
| 12. | Name/markings |
Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.
| 13. | Buyers’ default |
Should the Purchase Price not be paid in accordance with Clause 3(Payment), the Sellers have the right to cancel this Agreement, in which case the Deposit together with interest earned, if any, shall be released to the Sellers. If the Deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred together with interest.
| 14. | Sellers’ default |
Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this Agreement. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement the Deposit together with interest earned, if any, shall be released to them immediately.
Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their proven loss and for all proven expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.
| 15. | Buyers’ representatives |
After this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the right to place two
(2) representatives on board the Vessel at their sole risk and Expense for a maximum of ten (10) 14 days and will pay USD 25 each for every day onboard..
These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers and the Buyers’ representatives shall sign the Sellers’ P&I Club’s standard letter of indemnity prior to their embarkation.
| 16. | Law and Arbitration |
(a) *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement 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.
The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and 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 gives 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 the sole arbitrator had been appointed by agreement.
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In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.
(b) *This Agreement shall be governed by and construed in accordance with Title 9 of the
United States Code and the substantive law (not including the choice of law rules) of the State of New York and any dispute arising out of or in connection with this Agreement shall be referred to
three (3) persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and
for the purposes of enforcing any award, judgment may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of
Maritime Arbitrators, Inc.
In cases where neither the claim nor any counterclaim exceeds the sum of US$ 100,000 the
arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc.
(c)* This Agreement shall be governed by and construed in accordance with the laws of (state
place) and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at (state place),subject to the procedures applicable there.
*16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16(a) shall apply.
| 17. | Notices |
All notices to be provided under this Agreement shall be in writing.
| 18. | Entire Agreement |
The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto.
Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this Agreement.
Any terms implied into this Agreement by any applicable statue or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud.
IF THE VESSEL GETS DRYDOCKED PRIOR TO DELIVERY TO THE BUYERS THEN ALL COSTS INVOLVED WILL BE SPLIT 50-50 BETWEEN SELLERS AND BUYERS.
SELLERS OPTION TO SELL THE VESSEL WITH TC ATTACHED SUBJECT TO CHRTS APPROVING THE OWNERSHIP CHANGE.
| 19. | It shall be a condition to the buyer’s obligation to consummate the purchase of the vessels that StealthGas Inc. has obtained the approval of the holders of its outstanding common stock, with the affirmative vote of the majority of the votes cast at a special meeting of its stockholders, for the acquisition of the vessel. |
| For and on behalf of the Sellers | For and on behalf of the Buyers | |||||
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| Tier III investments inc. | Stealthgas Inc. | |||||
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| Interstellar Gas Movements Inc. | ||||||
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| PROPANE NEW INVESTMENTS INC. | ||||||
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| LIQUIFIED GASES OVERSEAS INC. |
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