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 MEMORANDUM OF AGREEMENT                          SALEFORM 2012                                                    Norwegian Shipbrokers' Association's                                                    Memorandum of Agreement for sale and purchase of ships    Dated: 25 April 2019   FLEX LNG ENDEAVOUR LIMITED, a     company incorporated in the Marshall Islands, having its registered office at Trust  Company   Complex, Ajeltake Road, Ajelake Island, Majuro MH 96960, Marshall Islands-~,Qen~^—1~'  `'~;-eF&), hereinafter  called the "Sellers", have agreed to sell, and   TRIPLE H NO. 3 LTD-, a company incorporated in Malta-N-eme of buyer--, having its registered office at 25/16 Vincenti  Buildings, Strait Street, Valletta, Malta, VLT1432, hereinafter called the "Buyers", have agreed to buy:   Name of vessel: Flex Endeavour   IMO Number: 9762261   Classification Society: American Bureau of Shipping   Class Notation: +A1 (E) Liquefied gas carrier, Ship type 2G, SH, SH-DLA, SHCM, SFA (40), CPS, + AMS, + ACCU#1, +  APS, NBLES, DFD, ENVIRO, IHM, BWT, TCM, UWILD, RW.   Year of Build: 2018   Builder/Yard: Daewoo (DSME), South Korea   Flag: Marshall Islands   Place of Registration: Majuro   GT/NT: 113,049MT/36,562MT   hereinafter called the "Vessel", on the following terms and conditions:   Definitions   "Sellers' Credit" means a non interest bearing non amortizing sellers' credit in an amount of USD 60,000,000, which is  deemed to be drawn down by the Buyer on delivery and used as part payment of the Purchase Price and which will be  deemed to be repaid either i) when the Vessel is delivered to the Sellers pursuant to any of the purchase options set  out in clause 19 hereof, ii) in the event of a total loss of the Vessel, or iii) at expiry of the BBCP without any of the  options in clause 19 hereof having been exercised.   "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) and Oslo, London, New  York, Singapore, Malta and South Korea (add additional jurisdictions as appropriate).   "BBCP"  means  the bareboat charter party dated 19 April 2019 and entered into between  the Buyer and the Time  Charter Owners.   "Buyers' Nominated Flag State" means Malta (state flag state).   "Call Option" means the call option over the Vessel granted by the Buyers to the Sellers pursuant to Clause 19 of this  Agreement.   "Class" means the class notation referred to above.   "Classification Society" means the Society referred to above.   Copyright © 2012 Norwegian Shipbrokers' Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be  copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers' Association. Explanatory notes  are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. 





 






'Be~os+t"-~ -,",al;;tay-e  the rnc-ani-FT Oivc~;-+,=r-Glaa-si  2 (Deposit).     (slate name an-d location of-De~-e s+t -^~Øe  F)-er;i#-{-e=i-t-b-lia-n-k, =Øfl-efs'—BaØw-h+~l;  shall i'r c'Ø;,d--~'e a s c t-he  De-p-esf-t-I-rr accordance w+th this ^   .   "In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter,  email or telefax.    "Parties" means the Sellers and the Buyers.   "Purchase Price" means the price for the Vessel as stated in Clause 1(Purchase  Price).   "Restricted Party" means a person or entity that is (i) listed on, or owned or controlled by a person listed on, or acting  on behalf of a person listed on, any Sanctions List; (ii) a national of, located in, incorporated under the laws of, or  owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organised under (A) Iraq,  Iran or Venezuela or (B) the laws of a country or territory that is the target of country-wide or territory-wide  Sanctions; or (iii) otherwise a target of Sanctions ("target of Sanctions" signifying a person with whom a US person or  other national of Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or  other activities).    "Sanctions" means the economic sanction laws, regulations, embargoes or restrictive measures administered, enacted   or enforced by: (i) the United States government; (ii) the United Nations; (iii) the European Union; (iv) the United  Kingdom; (v) the People's Republic of China or (vi) the respective governmental institutions and agencies of any of the  foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury   ("OFAC"), the United States Department of State and Her Majesty's Treasury ("HMT"); (together, the "Sanctions   Authorities").    "Sanctions List" means the "Specially Designated Nationals and Blocked Persons" list maintained by the OFAC, the   Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT, or any similar list   maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities.    "Sellers' Account" means an account to be nominated by the Sellers at the Sellers' Bank.    "Sellers' Bank" means ABN Ambro Bank N.V.    "Time Charter Owners" means Hyundai Glovis Co., Ltd. a company incorporated in the Republic of Korea, having its   registered office at 301, Teheran-ro, Gangnam-gu, Seoul, 06152, South Korea.    "Time Charter" means the time charter party dated 25 April 2019 and entered into between the Sellers (as charterers)   and the Time Charter Owners (as owners).   "Sellers' Account" means     (stote-detz+fs-caf-b-an-k Feet +r.t) - + t-he. ce    "Sellers' Bank" means     (state name of ba;,'tom -ranch-i ,   ) or, if left-blan -   f< notified by-t-1,1-e.  Sellers-te   the Buyers r receipt—e~aaØf-the Purchase Price.   1.    Purchase Price          The Purchase Price is USD 210,000,000 (United States Dollars Two Hundred and Ten Million). (state eu--cam         a"    ne--t-beth in word  a-nd-f+gores).    2.    Deposit          As sE.c,uri .y for the correct fulfilment of this Agreen-fc~, t-B-,.~crs-s-hal-1-1-effgc a-deposit c-•f- %-( -Per                              10-94,-(-ten-per--reh-t'T-6f=th-e-P-uFcha,s-e-P-H-c:c (the "Deposit") in an intere-st bcarir-rg-aeee-u-nt         fer the P ar t i es-vv-it-h~Efs+t H o l d e r=Af ith+r3-tk~~e-(13)---B-a-hk+n-f> C.`. ay-s-df te r t h e date that:_          44-this Agreement-has beer,-s*hed-by the Parties-a-nØ~-I?-an-;-e-d--ian--6t+gir  nuf-sr--by c na-a4-0+^   Copyright © 2012 Norwegian Shipbrokers' Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be   copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers' Association. Explanatory notes   are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. 





 






                                                                                h^'r k~nh-efb_        ~ the Dep-erJlt'i-tC7t l-e-r-'1`^~r~~TRFrned-i'~          The Deposit shall be released in accordance wit inint wetri T inst r„   f the Par-ties. Int-res      4l            ed-ited-tØ—B;Tye M -fe         arged-fe     '                    Deposit shall         -gØ1~        Rar-tics. The Parties-s-h-all provide te-t-1~6sit {:te+,~„-r; ^'  ;                             r #-a+r tFae         account with-et -delay.   3.     Payment          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 notices):_          (i) the Deposit-shall be          (ii) t-he--bafa-neØf tthe Purchase Price (less USD 60,000,000)  and all other sums payable on delivery by the         Buyers to the Sellers under this Agreement shall be maid-paid in  full free of bank charges to the Sellers' Account.         The remaining amount of USD   60,000,000 shall be paid by way of the Sellers' Credit, provided, however, the         Sellers agree and acknowledge that any claim the Sellers may have against the Buyers in respect of the Sellers'         Credit shall always be fully subordinated to the prior discharge in full of any and all outstanding indebtedness         owed  by the Buyers  to the Mortgagee  who  has provided  financing to the Buyers for its purchase of the         VesselJull of bank chorgeJ     _the-Sc-liers' Acct.   4.     Inspec-ti-on   {a}* —„e-T  Buyrs  hav nspected- a-n-d accepted-t  essel's classification records. The Buyers have also inspected the         Vessel at/in (state place) on                   au ',  tan   c~„~;~^~.(afeet  nnl~i a the~,,,~~u-~,a, eFm-s -inrl nnnrli+innr~,c.,  J~,~,,,~~.~~ of +"ic /lnrnnvvYnn+ _   (b)* (i) The Buyers  shall have the right to inspect the Vessel's clas.,ificatinn recorc r and declare ,•-"n'ther same arc         accepted-o -i e - its +r~ -(-st-ate-date/ exit d);_   (ii) The-5e1Iers sh-a4;-ph c thre--Vess-cl a`ail dl{ fi r spect inn ^,rein (state place/range) wait-ha   -S ate         flate/period).         The Buyers ~ ~ ~~ e ~nf~lnr•I•~lin~,-r-.~...-~ +l-.n inrnnn-0-in ►e~.~~.~~.^ernl         de-l-ay-they-s-hei•-I-~en-sate-th-e-Seffe-Fs-fe,~trtL-TQsses  thereby incurred._           Du ri n  g t h e-ih-spe~,.~ r+ i,,,n ,~,",c,-/e Ie ek-and ,  aN-13~-dc.:a-~bfe-#er--ex                 e         Buyers.          T},   ln r". II 13-ee m-e nufrinht a    i_ir subject only to the iery s and                                         -n-d-ete-f                                 eer.diiirvns of this Agreemen#        provided that the Sellers receive written noticei  of acceptance of the Vessel from the Buyersl  within severity two              r"^•rnr ~r n^.rl~           T41Tc_-YC.-TrSC.Z~TfI  er.           Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of the Vessel's        classification records a-+å                                                   ,                                                          1-y t-e +"n [7 n r h-e naf+nr +"ir Arr    + I..-.II                       , If  any, shall Ø C_              Ty--iv--s- B        rdi~.urc~.~nr:~-~~,TiZ:.~~~Jntm-b-~         and void.         shall apply.                                                                                           7  5.     Time and place of delivery and notices   (a)    The Vessel shall be delivered and taken over safely afloat at the place she may be at the time of delivery-a--saf-e         ~.Nf4 eee C~.I-.ln "f•. r,-r•l or areher-age-atfi-n- -(state place/twit-04n the Selte-Fsl-e-Wen.          Notice of Readiness shall not be tendered before: 15 May 2019-{d-ate)   Copyright © 2012 Norwegian Shipbrokers' Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be  copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers' Association. Explanatory notes  are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.





 






       Cancelling Date (see Clauses 5(c); 6 (a)(i)r6{a-}(4 )-  and 14): 15 September 2019   (b)    The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with         twenty (20), ten (10), five (5) and three (3) days' notice of the 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 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 Clause         5(a).          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                  .e,i+h intnrn r+  earr,nnl if -i r,,. c ll bn rnlnarnrr 'rvz r,lnrli^+nl., to +hn rtrr ,..,h Fea te-         zvterF~-c_n+her                     Ø~c.-aa     :s P        az:            t           -~-this  Agreementg          shall be null and void.   6.     Divers In&peck'           -h g    (a)* (i) thn R u.,nrr rh-+II hairn tI^n r.ntior. at their ,-ert -inr•r ev'ie ,se to c.irrangn fnr -1n nrinrwatnr inrnnr•+jØ~~         dive-r-approved-b  h- rn,; -eat-+ee     ty--prior to thet-d-etivt.     . -e -S eh option s-hall-be- d         le n ne (0)daysp      for to e V essel's •r,+ended  to o•fØ r    ess for deli„ery as notified by the Sellers         want to    \Clause 5(b) of this Agreement. The Sellers-s-hell at their cost-and e* r ^r r^ ,1 -ak the s-sel avail-able         fer,-- - -eh-T;Ø~ien-,--T-h it ectin; shall be carried out withou= undue delay an-d-+n tai--  e-nee-e-f-a         N-as:sificatian Society- v-yor  arranged for  by the  Sellers and paid  for -by-t l-e- Beyers. The Buyers'                              Il         ri    to h„--e;i          ,  ~,             crr~nixii—ttie   +            T,+eT:-el+ve+'s-      ,ction as obscfy-cr(s) only-wh-eet         -interfering w                                       on Society surveyor. The extent of the inspection-and         the-    di  rTs under which-it is performed shall be to th Kati-s aetio  of the Cl-a •          :y. If the         conditions a- the place of delivery arc unsuitable for such inspection, the Set-le-Fs shall at their cost and expense                             bl  - +   i+ahln alt   t'  place ear to th ncdM r , pert ir. w hich event the r         Date s", -e' h-e-o n                     7e required for such positioning and the Jeq-went rc poi-t-ie-n-ing.         The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection.    (ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found-broken, damaged         er defective so as to affect the Vessel's eras,, then (1) unless reps rr r. be cried ^, + afro + to the sat+ssf-action                f I ss f'   n S       the Sellers r           f   +h,                    I cd at +        n  n         inspection by the el- srifi, +•nn                            pa# below the deepestA-     d     thc extent         =,f the-in eing in aceerda-n-ee-w-ith the `lassific tier cccicty's rules (2) such defects shall be made gocd           y the Sellers at their cost   and--e   rase to  the  satisfaction of the €ins-sif~en Society    -wit-hp-bit         eehel t-en  / r-e er-nme-nd-a t i o n * * a d-(-3;  the-S-e-1 ,r~;-a m' -p nat*rwetc -r n s +; n n n r, t h,, r  e<at on          Society's attendance.    Netwitkastan-«~44-Fit      :c> the c.on~n----t-ri-s A:g,=e-e-rnr~~  e-C-1-a-s--Jrfication Society do not rcquirc the        -afe re. me-n+t+er~d~efec~ t^~" ~~~ ifitØ~-r-e-t-hc nexT-cfas-s-dnydecking survey, the Sellers sh-aal-be---entitled te         4-0-iver the Vessel with +hnrn r•l^fnrtr -,R~i_j~,~  deduction from-the Purchase Price of the estimated-di-Feet-east         ~f'r'  ra-b-ot~  d materials) ofev  r r y i n g o ut-t-he-r-ep-a-i-Es to t h e-s~t-is-fdc~ ~-^,`-;:t; -c~r .,'-a<rl+f i  c u t i o n Seeit4Y, v.rk-e-reaftf-r          the-B-ErY ers shall have no fur-t-hh-et=4gl=i-ts whatsoever in re-speet of the d`fcets-a{;dd-or-  repairs. The estimated        direct ca s'a: e-f-t-h-e--ne-pei-rs.r-s-he-la be the--av-er Ør 1: c s repair w ofif, -ek+t-a i n c d from t w o r e I-; ut-Aae    Copyright © 2012 Norwegian Shipbrokers' Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be   copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers' Association. Explanatory notes   are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. 





 






                 ;n~^^ 1~~~ ~r•   t sh-i-pyafels-,a-t-er--+~-the-v-i-c~-c4 of t h e port of-def-i ^ r, ^ r, A +_,,  h n A h+-., • r.a ~,Ø rI T;,_~,  of t h e P a rt+e-s.=                    wit-lii~~ (2) Banking  D~\~ FsT;G, ~;e---d-ate-e#  +hA imnr.ri i To-f--t-h-e~r -n_d_ition/reee,;;,`; ,-,-r~,åi~n, ~'~  unless the                                                              Paft-i-e-s  fail to obtain such a q-u-ete--w-ith+n th  e st-i-p-ufat-F^_ dTi~mT-ti-hen                     the-quote-du-1y obtainer-h-~e' cr +hn n+h 1-a~ II-~-~,~.--~,~..-~-e~ hn +hA cnln h  for the estimate of  the direct repair costs,~                                  y not tender Notice cf Readiness prior to rlvJ, e-;-;: +im-,+^ h-,,,ir,g hAAr nr+-,hlirhArl                    ^~       -i-s to be drydocked                                            7--fa-eili+inr                           ~Ipyl~~      Cnlliarr rh-sll '-a  (rc nl +n ^ nr.rt enrl-~nrn cl li+-,hlA rir\,rinrl/'nrs ~-arili+inr -.rn -~\r-'. i I 1~IP,Y                   '~    -`J.'l           ..       _ ,~tTR'~-'G e~       T~G'Y'TfLT                   whether within or outside-the-d-~ range as per Clause-S{-a~.-4nccØrydockinØ has   taken place the Sellers                    s~lrå~i~eirven~"  +'cnc~—~vesas il uiZt pof=t- w4thlrt the-daliv~"`-~ f,-"--a~z~- P"`T- r--i-a-rS-e ~{-a-) which shall, fer the pur-pe-s-e-of-t4i3-                                   ihn          Ad~ r~el'\ In                     å:~en _,  hnrmm~                  _     .. rl-, ",-,n~.~,-c-c~r-rtcc.~n,Øå-cs:.-n,tren+' +hn f'-ar.P~nll•n fi +n ri-.-~I 1 1-\n nv+nr.rinrl.  I-ee :he additional                    ti-Øc required for the drydocking and extra-ste-imir.rt hu+ lirrai~~ +r; ~iml Irr nf fiAl Ir+-nen (4-q,) days.               k% T    E,a SAII •h ~   ., _ .  i§(iI-iii-~'r-y~ØL~~rl/ a-I~znt~~z~~~c..~~4..-t+  +i-.n nAr+ nfi~P~•  nr~r  finr inennr+iAn. ~~-c~-rc;_-c.,-ri~s h\e +h ('I crifiir^.+inn  SA ^~'~r+ fi                                      futer-~a~+c.~~h`~n~c~ fTr +h~~e~nnr+' IA-xvl Ii1-.e,          x.in     n -.rrnrrl-nrA                                                                             t~e~~ct'ei~t~-+mt^~. ITs~~`~~n--Iha-e-IiTr~j                   wit~,~,~ ~` +h  Crass;Øtien-Seciet:y's rules. If the rudder, propeller, bottom or other underwater parts below the                   r1v~P±F<~~~+~I,g                   v. e.-Z.. .rfexu-f~ linnITc-ciiz~ev-r~oØ  - rn finllnr~l 1^IrnL^n, Pazm~r~nr~  n" <~Ir~~fnr_ ~.t  Il t E_~ S O i;13 to i)ff  C~ Ct theC U e S SE. al~r~~~-r_  rllrh P~Infinrts shall                    be made good   i.ai-tii-CiSeii~~ars' cost-and-e*pensu~+ e-4-hi'--rråti.afaction~~i~ii~ic;r."it iic^,~j-v1^~ro-S-v~~-cii                                                                                                          r   n                    eon-44-  Føii~{' C 07Tmmmreke t c ~!rk 1~  ~4eh       -s-a re--ås!-Sv 4e-puy-rc^i---tfl"`~ e^~^ ~c i P! n~f n~- S e S i n                                                                                                       I                    tifAnnnr+lnn~rrr-r~.~.. crr~r~~m~--prJ-s-t'~-i-¢~~~-eS'~  5„1#'h nl +  c i n and-'1  t~-k~iig-lie•I" o u t G` f dr~~!$C~Ytf 1'~i ncl{~ E.i-irn~t~~c.rr-y-ar~-v !YY\l~nP e,-I~c-c!~~C~'' .s-a~-nr^cr-tric -' ~                    ~~I rriT ~~~~gA11ye-ei~Ø_e-Sellr-rS    rl•Y- 11 - Ir~~n~r +'hP.cA rer+.r nPJ  nses-i-f~i^        +'- ilshaft                    SyS~e+ m~~ rr.r.rlPamnP n Ar found defective or brok                   ~1ye+ s-s-hØEl~ay~+e-afø~e~ai-d cost~aii~~j=rs;d               {c)    If the Vessel is drydocked pursuant to Clause-6-(a)(ii)                     {i) The Classification-Se~           e-sufVey-ef-th-e-ta-i-lshaft system, the extent of the survey being to the                    saticfaction of the Clasr.~ca-t-i-e-n-s-u-r~eyef,l-f-su-e-kt-s-u-rv^°~-,Tet-Fequi"^„z-åØt-li-e El-aSsifica-ion Society, the Buyers                    s?i{1'1-1-hr'3vE.'-tht' option to rØ-u-tr-E-+,h-re~i,-k-haft-te-bc -yerl~-the  rl-,rrifiir-,+ nn cP<rie+ th-ez.~ nt                    of t I c :~ u r•~dejf  • L•~ii~~,-+"• •iiØc.~  U'ia c~G;-~,--~,~.- +l, i'H-te-C~Ø~ifF@at-i-Ø~i-~C3i.~e-ty'~;ule`  ,~fvi~ixi!sll~:;'s-C1~n1~'~y~,i£i~c~r~sisten#-  with• r y                    the_r1~~~r~en-t1r ~st~n.e-Gf-t-hØVes~,r~l`~~~,~.,~~Øy~~ . e~c rh-tll P~iArl -~rn iA,hA+hAr +hA \, rnPr  l l r #-I1                    deawii  and sur~eyed-'b  not la-~eeT +„~;3~~e  compl~tcompletion-fio~  of the • • I 1;,~ the Classification Soet -T-hfl                    d-rawing and ref-~sfi +hA  +-,ilrh-.f+ rh< ll 4 A -~-b4,  r'F~~hA ;~ ~A I ,lPI -,n„ nrts-~  of the tailshaft syatem                                                              /                    I-tA rnv:rimm~A<I nr fir.r lrlrl rinfinr#iI,A cn -ac i'n "'S'1'R"Ar#- #'hA F(Arr~Al'r                    T.ZI.-å-T..lT7ZiL- "1    7L~.Tr•9L-7CTf7TC®TSTT-C.Z..~Tf'rL~Z_,:JLT_7  class, those pa~~---~.Thzall be renewed or made good                     -r+ +hrn  S   nrce  r wr            nr;cn  +     h    c-a+ir r+inn   f  i'l ccif• -a+•  nrin+     f • ei i+                    ~~,,,Teee-rifriei'ir<wnrli+~•nn (r  d-a-t+~                     iiif The costs antd~.evnAncA . .  AI ~+' 1ii-~t®-~hi?s.~+ -~cy,  of the tail~-e~em rh~ll hn hnrnn. I-,.r +hA C!1 erc nIA ~ c+~                    r'IR cifiir-a+•r SP.riA+e, r   h               +         rtr i~f n-ar+r n~f +hPa r\rc+A Pl                      /. . .   ~~t,-R..-ez_ .  S ,Sui„~å,~`c~-~Zv~.~c~cå -r~"~-ed 0 u     ,t.~~a-cc.,;-e-an~-ccm-~-c.~;,,;-c. d O r-fe-u-n4                     11                           /                   lYnYnP'~'1lCn PYY" hrnLnn fn 'lr +'n -lY'T'llri' i'hArc- -`(Ar~-~.~ S Cl  1(`., CI  a~-~~ f~ is-r-`v°c~i=ti~l • n  -~~aSE.'~I=FE—..~.--rrE.'rs3-s-lieii-~.~t,~y-th-e1""si--s-c.P-`.-s=cS~nll  a n d                    expenses.                     (iii) The Buyer-sl   -Pii#ati                rirvht to be present-i-n the drydock, as observer(s) only-wit-1~                    iiittirftt'ii-i ri g V'd i t                                                               -uind-e-r-wat-ef-parts    c l c a n e d-a-nd-pai-nted-ert: their risk,                    east and expense without interfering              '                    without-affecting the Vessel's timely delivery. If, h-owever- t-ie-Buynrr~I~Øa;-k in rlr:,P,,,rl, ir r+ill in nrnY,ress a^v!~vffi                                                                            rn,.11irArl +A rl^ +hn                                 vc completed the work which the Se!' =  a;~                   ~U161V1 1a! ~V~!:in~ Zi,i,6^~nTCe~~~^                                                                                                       +                   ~~ve„~r,~.~-~„tPa rmm~ln+n # hø c.zr~z..-i-- C2i i\rnrc'  ~ ' r i.m~s~c,.el/ r i~  C~~C e. !n  theh -eventeefn  that   the-cØ~~-.3--hn ril l\rnre~ °av AfP tiork.~ r k                   i=ed-u-i," es-5-ue-~',zrdd I t Io n a l tim  er the-Se-!fe-r-:rrncay-u-p,d-n~-e'tm-pl et i8ii-E}f-the'-Seii2ns' LSf L1r;k-cc^ -r~~dei-Nz=at+cC-~^-. "`  -ef~$ff ri e~.`'i                    f~~r--i~efi~.~ery va~h+k-~~he~Gr-eJsel-+~sst-iii-iØ~d~-c!~aiid, r.ri,.,i+l c+-+nP:in, ( I 1 1Sr"~1, +hr Q1 1\r^rr rh-aII I A r.hi~~~..e~ ~~                    take delivery in aaCOrdanr~~Yit~i                   hn+hnr_ T1T6"7-CTTi—C~~TTSI~ +hn \/P~ccAI is in  nrc,a-inrl/ A Pa+.                                                   d e l cate~,h„e„-ev-ef-i-s-i-et-a-p ,,,  p R i ca b l e. In th c---a-b-seT;;; _ ~-^ el eti o n s, a lte rn-at+ve-6                    {-a-) shall apply.                                           , if any, in t-h-e-surv-eyor's report--which ere accepted byde---G1-as-s-i4,=eatTeT,—Secicty                    w+thout-e-end-it-ien/rc:commendt~n an~net te-zh^ta;:cn  into ace unt.               Copyright © 2012 Norwegian Shipbrokers' Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be             copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers' Association. Explanatory notes             are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.  z-- 





 






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. All         spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s),         if any, belonging to the Vessel at the time of i sps-ction delivery  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 r               ;   y     us-e-i     Sellers' vessel(s) c -ea-ptain's, affiEee & a-nd crcw's- pe-rsonal         belongings-~n-g the slop chest arc cx€    ded from the-sale without cornpen,u+i^r    well as the #el~~wi-ng         ad-el     i          (include list)         Items on board  which-ae  -e--hire or owned by-th+rd-p  ties, listed-allows, arc  excluded from the  oel-e         without compensation:      (-~4e-I+s-}_          Items on board at the time of inspect+e-r, w;~,~~ ;,c o,—hi-Fe-e-r--ev~  ned by third-ra-rties, not lis ae ~b  e-- f l         rampa-aced or procured-by-The--Sellers prior to deliver-y        and expense. The Gud          m-ai7n;-i]_-b-ur  krrn-ms-ar d  u n u- -d-l-v' b-Fieatting-a d h y d r s in  d greases -s t f?-dais and unopened drums          (a}*  the actual net price (excØ+    g-19  -g-e*e  ^s         eleRc-ems-key-invoices or vouchers; or_          (13)*_    the curr^n+  n+ r,-,rLn+ nv'en4^,,,.~, ,ain„~,,,.;giT,g~xpenses) 4,,  a+ +hn r^r~.~-,+^ ^{ delivery of the         Vessel or, iTui~aa✓ail~t~E~, ++r,n r n- rnch r. nLnring port,          fer the quantities taken over-         Payment u ndnr + hir Cla _            c^+-,--~„ +:  ^ a-n~,-e;,i, Te . a„d~~ ~  d  in t h e same c u, r~ re;;~s t h e Purchase         Price.          -"i ,sp ccivo "  , Clause 7, sha-1-1-m-e-an-th„e-Rvu~`z^-r-r✓'-inspection ace-ord-i-ng40 Clause 4(a) or 4(-}_ (Inspection), if         a-ppfi-c-rack. If the Vessel is ta!                  , the-el-ate-of this Agreement shall be-th--r-e-ktvant  date,_          *(a) and (b) are alternate-, r  -^ieTet ,", evnr is Ae-t ar.r<1-i-c4ble. In the absence o deletions alternate e (-` rh    8.    Documentation          Tfie-p-1-a-c-e--ef-el-es-ifit:-The place of closing: To be agreed.    (a)    In exchange for payment of the Purchase Price the Sellers shall provide the Buyers with the following delivery          documents:           (i) Legal Bill(s) of Sale in a form recordable in the Buyers' Nominated Flag State, transferring title of the Vessel          and stating that the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts          whatsoever, duly notarially attested and legalised or apostilled, e-sif required by the Buyers' Nominated Flag          State;           (ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to          authorise the execution, delivery and performance of this Agreement;           (iii) Copy of the Ppower of Attorney of the Sellers appointing one or more representatives to act on behalf of          the Sellers in the performance of this Agreements duly  notarially attested and apostilled, duly note+          vested-ari44egalizredtt  or apos-t-ifl-ed(as-appr-ep-r+atc);           (iv) Copy of the  Certificate or Ownership and Encumbrance T   scot of Reg s-t-ry issued by the competent          authorities of the flag state on the date of delivery evidencing the Sellers' ownership of the Vessel and that the          Vessel is free from registered encumbrances and mortgages (except for the existing mortgage over the Vessel    Copyright © 2012 Norwegian Shipbrokers' Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be   copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers' Association. Explanatory notes   are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. 





 






       in favour of ABN Ambro Bank N.V. which will be discharged by use of the Purchase Price, such discharged to be         confirmed by a letter of undertaking or similar from ABN Ambro Bank N.V.), to be faxed or e-mailed by such         authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of         the Vessel;          (v) A copy of the Declaration  of Class or (depending on the  Classification Society) a Class Maintenance         Certificate issued within three (3) Banking Days  within three (3) Banking Days prior to delivery confirming that         the Vessel is in Class free of condition/recommendation;          _(vi) Certificate of Deletion of the Vessel from the Vessel's registry or other official 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  written undertaking by the Sellers to effect         deletion from the Vessel's registry forthwith and provide a certificate or other official evidence of deletion to         the Buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has         been delivered;          {-vii) A copy of the Vessel's Continuous Synopsis Record certifying the date on-vt,                to be         registered with, e Ves el' re i ,ry ~   _the n+ +h ,+   the regisir„ does not ,s a matter of practic-e-ise             ~Ttificate immed+ately, a 1fd               7 hie-Sellle-rrs-to  provide the copy of this certificate        prompt  -  en-i1--bung iss e-tegether with„-egi „    submission by#h-e    iI-e e   ^' Iy-executed Form 2         stating th                                                    it             egi-stri          (viii) A copy of the  Commercial Invoice for the Vessel;                                  f.-.r 4,          Ø`+     t        {4"~-,j-C~:.r~-rFIlz.'~-1-w$i-c-e`(ss+ Efn cC-~REi} i~z~''i`~'v~ui-iC-£?iiVØ         (x) A  copy  of the  Sellers' letter to their---3tellite communication provider  cancelling the Ve,scl's                                                                    ~~        communications-contr       c --is-1.0 he t immediart:ely--vf-et ~ tt ~` of the Ve«e          (i)0 Any 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; ,=r          (x) Protocols of delivery and acceptance pursuant to the BBCP and the Time Charter, evidencing simultaneous         delivery thereunder as per clause 21 below; and          (xi) Quiet enjoyment letters as per clause 20 below.          {xii) The Sellers' letter of      , +h     n;c best of their,   r-ledge heVessel   not black listed by any          (b)       At the time of delivery the Buyers shall provide the Sellers with:          (i) Evidence that all necessary corporate, shareholder and other action has been taken by  the Buyers to         authorise the execution, delivery and performance of this Agreement; and          (ii) A copy of the() -F/power of Attorney of the Buyers appointing one or more representatives to act on behalf of         the Buyers in the performance  of this Agreement,  duly notarially attested and legalised or apostilled (as         appropriate).   (c)    If any of the documents listed in Sub-clauses (a) and (b) 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) above prior to delivery  for review and comment by the other party-n-qt-I er than        (state number ^f days), er if lef- blank, nine (9) days prior-to the Vessel's intended-date of readiness for deliver         as noti# ed-key-tkre Selo- s purs         (b)-of-4.his  Agreement.  (e)    Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also         hand  to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding   Copyright © 2012 Norwegian Shipbrokers' Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be  copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers' Association. Explanatory notes  are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. 





 






       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 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. Th c     e'w'e—c5&,                  s         th-e-Buyers 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 all charters (other than the Time         Charter), 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 rnnn ction it„ the clog;;  of the Sellers'         register shall be for-the-Se-Hers' 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 "as is         where is"  she was at the time of deliveryinspecti^n              .                                                                                                  aintained without         cnndi. ion/               *                                                -ss, and with her classification        certi;Tc     ,d   do al ce tificares -well as afl other certificates the Vessel had at t he +iph-e ^f inspecicn,        ~saiid and unextended-w-it                       enelatØ"bt.eClassification       ociety or the  rcleva t         atrthcrities   e-ti—nceØ;+vcry.          "Inspection" in this Clause 11, shaltcro wn the Buyers' inspectio ccording to :,la- _r-e-4-a) or 4(b) (Inspections), if                                              't-h-out-ii"-1s p C ct i a n, t i',-e-d - zvt c^ ~f-tri^ r;~-~~-,-g  r^zcT^  m-e,=,;.- aet: date.                                      any, in the surveyor's report which are accepted by the  Classification-~        without condition Øn ar               not to e taker__into account.          12.       Name/4M~     Ip^r, deliver„ the B iyers undertake te change the name of the Vessel and altet funnel mark .    13.   Buyers' default                                             rccordanc- , ,i     si -( eposit), tic-Sc-I4 s-hT~vt~h=e ri       t is        Agreement,--a-nd they                          compensation for  their losses and for all expenses „euff d         together with interest.          Should  the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers have the right to          cancel this Agreement, in vAieh-ize--  D';es;t-4tege   w-ith interest e-at-ned, if any--sh-all be rely          Sellers. If the Deposit does not comet to ~    Q—Sede="~  a1    ~nti, ~ed +r. el ins ~„r+~. ,rnpen5-atie-n for           eir oss r    for  ll ^     s incur-rØr— th interest.   14.    Sellers' default           Should the Sellers f-a-il to g-i -Net-ie-e-ef--Puad+ness it, eee d-a-nce-v+"t r,r 1-a-use -(-0 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.    Copyright © 2012 Norwegian Shipbrokers' Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be   copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers' Association. Explanatory notes   are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. 





 






       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. to-t-h vent-th,eat-tb e lect to ca~°,-419;-s                nr,+ +-I^n Depe ii. °-non+l-.ør n~i+-{s 'r. s-+ -ne ,-,II be eleased           i"' c ~mti~,-e~-r~~d~v rr~.=ea~ti~-ewe..~-`vv-r~-r-`,i~i.~L-~i=C1.~-e~.-u e-&:-r-rc~a s•~~~~Ø-y~, i( -,n~   ~< I' ~tm~c_-r~.-rc~-._re~rZ~~~~.-~-r-r-}~~-rr~ r +n +-Ihnr~, 'rr,rr.nr-~i^.t^~._-~~-~a-c_   ^(v.         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 loss and for all expenses         together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this         Agreement.   15.    8-u.rz~~'rr ,repfesenta#+aes    After this Agreement has been signed-by-    P-.r+ e-s-and the Deposit has been Indged;-+hR yr-s-kwe-t„  4gh-t tc          la€e +ae,i iii rentesne+- +i„nc nve bee-F -t       ir sole risk and expense.  Tbe-c         ntet-i-ves-a-Fe-e; ,-~-a-rel-fert h ^  h c purpose of f arn+-i-a-ri-~.ra~: i o n a n c' inn -t ;t-ea-p-a-c+t-y-ef-e-b-.fe~r v;  r< en , t4ey         &hall not interfere in U„-y-nespLet-w+,i~~n -t;L  operat+sn of the Vesrsea,-Th-e-o-uyer t-<;~Ø° R~ e-p-res-entativcs         shall sign the Sellers' Pg.l Club's standard letter ef4ndnrrani~,nior 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.          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 gover                                                                        lad          of or in Conner„-wi-t—~, Agreement shall be referred to three (3) persons at New York, one to be appointed                                                                  chosen; +  recision nr +h-,+ of    +R  r,f thm         s1,-a-1-1-13e i'n-al -arrri grar the_~- r,u c} < ni nn-fnrr'nrv~~~y I        of-c  rp  ent-j-u-risrikt-ion.T-he-proceed-ings  shall be conducted ingeP  er -an- ~ith the rules of the Society of                          s, In                                                                                                 arbitratien shall be         eenducted in ace-e+-da;ce-~~~th~~e~,,g;Ten: ch ~~~; ~'  7;i;~~tion Procedure of~ Vceei-e+„  rf M-ari+irnn ~rhi~~„`_r~ rs, Inc.           Thir Anrnnrt nn+ eh ell Ean nn, nvnnel htA ~nri rnnci r inat 'v rrnrrl gr ri i                                                                         $/ E. yt~~tl~) e laws  of }-(-st.-~. NØ-►ad-~~~}          ~i<n~ i+n 'ari<inn ral I+ n•f LVnnnr+L~l~~F~i+h +hi<           ~-a~-R.~Inr~j f rn       ~~~~}          ~~                      7       or in                     A<sreement Shr.,~1iT. LT73:å         tiiØ'ntFi'    -{"s{-~{tC         place), subject to the procedures applicable there.  *1.6(a), 16(b) and 16{x:;--gane-a         ete--w-h;-e-; cver--s-rr ot applicable. In t~l e Ø ~ser~e ef d eiet i~ri~; z~  l t~a~vc                 il amply.   Copyright © 2012 Norwegian Shipbrokers' Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be  copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers' Association. Explanatory notes  are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. 





 






17.    Notices          All notices to be provided under this Agreement shall be in writing.          Contact details for recipients of notices are as follows:   For the Buyers: Triple H No. 3 Ltd 25/16 Vincenti Buildings, Strait Street, Valletta, Malta, VLT1432   Copy to:         HI Asset Management Co., Ltd.  Attention: Mr Colin Park, MrJingu Kang  E-mails: chpark@hi-am.com, jk.kang@hi-am.com          For the Sellers: Flex LNG Management AS; Attention: Mr. Thorolf Aurstad; Bryggegata 3, 0250 Oslo, Norway;         e-mail: finance@flexing.com    18.    €ntirc Agreement          The writ-te- tern ef- th_„ b   ment comprise  the entire agr               I the-12,-uye~.T-a-1rd-thc  Sellers in                              J-p r   se of the Ves -    --      :Ø                   e-n-i.-s--w-l+etk~er oral or writ en         between the Parties in relation thereto.         Each of the Parties acknowle4ges                            _emTn-t-i-ha  n-et relied on and shall have no         f-ig it or remedy in r _            -tement., r +e-s _                es r,„ r, V hethcr    o        e4e         n-eg-l-i-gen-t-l-y)-e-t4e-r-th-a-n-as is expressly set out in this Agreement.          Any terms implied into this Agreement by any applicable stat„te o.r law arc hereby excluded to the extent tha         such exclusion can legally be made. Nothing in this Clause shall limit or excl        for fraud.          19.       Call and put options          a) Sellers' call options          The Sellers have the option to purchase the Vessel annually (plus up to 90 days in Sellers' option) starting from         the end of year 3 of the Time Charter at the following prices:          End Y3             USD 137,000,000          End Y4             USD 129,000,000          End Y5             USD 121,500,000          End Y6             USD 113,500,000          End Y7             USD 104,500,000          End Y8             USD 95,500,000          End Y9             USD 85,500,000          End Y10            USD 75,000,000    The Sellers must give a minimum of 60 (sixty) days' advance notice of their intention to buy the Vessel. The Vessel   shall be delivered as soon as possible after expiry of the 60 (sixty) days' notice and the Buyers undertake to render the   necessary assistance in order to achieve this. The Sellers' notice shall be irrevocable and Sellers shall indemnify and   hold harmless the Buyers in case the Sellers fail to purchase the Vessel in accordance with the aforesaid notice.     Copyright © 2012 Norwegian Shipbrokers' Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be   copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers' Association. Explanatory notes   are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. 





 






       b) Options in the event of Time Charter termination          In the event that the Sellers terminate the Time Charter pursuant to clause 55  (Termination for default)         subclause ii) or iii) thereof, the Sellers shall have the right to purchase the Vessel at the time of termination at         the following prices:                                                Amount in  Year       From mth      To mth              USD  1          1             12                  145,000,000  2          13            24                  138,500,000  3          25            36                  132,500,000  4          37            48                  125,500,000  5          49            60                  118,500,000  6          61            72                  111,000,000  7          73            84                  102,500,000  8          85            96                  94,000,000  9          97            108                 84,500,000  10         109           120                 75,000,000    In the event that the Time Charter is terminated due to Time Charter Owners' default pursuant to clause 55  (Termination for default) subclause i) thereof, then Sellers shall be entitled to request the Buyers to enter into a new  or substituted bareboat charter (the "New BBCP") (in replacement of the BBCP) at the rate of 39,800 USD per day  with effect from termination for the remaining charter period under the Time Charter, and to novate the contract with  managers from Time Charter Owners to Sellers, but subject to the following conditions:   (i)     the performance of the Sellers under the New BBCP shall be guaranteed by FLEX LNG Ltd;  (ii)    there shall not be any time period or gap between the date on which the BBCP is terminated and the date on  which the New BBCP is entered into so that the Sellers ensure that the charter hire is continuously paid to the Buyers  without any interruption; and  (iii)   the Sellers shall be obligated to purchase the Vessel from the Buyers by no later than three (3) months  following the date of the New BBCP on the following prices:   Quarter           Price in USD   0                  152,000,000  1                  150,557,705  2                  149,094,893  3                  147,611,272  4                  146,106, 548  5                   144,580,418  6                   143,032,579  7                   141,462,722  8                   139,870,534  9                   138,255,697  10                  136,617,889  11                  134,956,784  12                  133,272,049  13                  131,563,348  14                  129,830,342   Copyright © 2012 Norwegian Shipbrokers' Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be  copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers' Association. Explanatory notes  are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.                                                                                                                     62% 





 






15                 128,072,683  16                  126,290,022  17                  124,482,002  18                  122,648,263  19                  120,788,439 20                  118,902,160 21                  116,989,048 22                  115,048,722 23                  113,080,794 24                  111,084,873 25                  109,060,560 26                  107,007,452 27                  104,925,137 28                  102,813,202 29                  100,671,225 30                  98,498,778  31                  96,295,428  32                  94,060,735  33                  91,794,253  34                  89,495,531  35                  87,164,110  36                  84,799,524  37                  82,401,302  38                  79,968,966  39                  77,502,029  40                  75,000,000           c) Buyers' put option          The Buyers have  the option to require Sellers to purchase the Vessel at the tenth anniversary of the Time         Charter period (plus up to 90 days in Sellers option) at a price of 75MUSD.          d) Provisions applicable in respect of all options          In the event that any of the above options have been exercised, the following shall apply:          The Sellers shall accept the Vessel on an AS IS, WHERE IS basis and the Buyers shall take such steps to obtain         and furnish such documents  and  take such other actions as the Sellers may reasonably request in order to         facilitate the sale and re-registration of the Vessel under such flag as the Sellers may designate.          With respect to such sale, the Buyers warrant that the Vessel at such sale shall be free of any mortgages or         encumbrances whatsoever and that the   Buyers have not committed any act or omission which would impair         title to the Vessel and Buyers hereby agree to indemnify and hold harmless Sellers in respect of any and all         damages, costs and expenses whatsoever resulting from any breach of such warranty.          Upon completion of such purchase of the Vessel as set out in this Clause 19, the Time Charter and all further         rights and obligations of the parties thereunder (except for indemnities and other obligations that by their         nature should survive the termination of the Time Charter) shall terminate forthwith.          20.       Quiet Enjoyment Letters          The Buyers shall provide a quiet enjoyment letter to the Sellers on delivery of the Vessel in form and substance         satisfactory to the Sellers.     Copyright © 2012 Norwegian Shipbrokers' Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be   copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers' Association. Explanatory notes   are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012. 





 






      The Buyers shall in addition procure the issuance of a quiet enjoyment letter from the Mortgagee as financier        of the Buyers in form and substance satisfactory to the Sellers.          21.       Charter Structures         The Buyers (as owners) and the Time Charter Owners (as charterers) have entered into the BBCP on 19 April        2019 whereunder the Vessel is chartered to the Time Charter Owners on delivery for such period and on such        terms and conditions as more particularly described in the BBCP.         The Time  Charter Owners (as disponent owners)  and the Sellers (as charterers) have entered into the Time        Charter on 25 April 2019 whereunder the Vessel is chartered to the Sellers on delivery for such period and on        such terms and conditions as more particularly described in the Time Charter.         The Sellers', the Buyers' and the Time Charter Owner's obligations hereunder are subject to simultaneous        delivery and acceptance under the MOA, the BBCP and the Time Charter.         Upon the delivery of the Vessel under this Agreement, the Vessel shall simultaneously be delivered to the Time        Charter Owners pursuant to the BBCP and to the Sellers (as charterers) pursuant to the Time Charter.         If the Time Charter is cancelled or the delivery of the Vessel does not take place under the Time Charter for        whatsoever reason, this Agreement shall be null and void and each of the Buyer and Seller shall renounce any        and all claims they may have against each other.   22.     Sellers' representation          The Sellers represent and warrant as of the Delivery Date that:          (a)     they are the sole registered legal and beneficial owner of the Vessel;          (b)     they are not a Restricted Party; and          (c)     neither themselves nor any of their directors, officers or employees or any person acting on their        behalf has received notice or are aware of any claim, action, suit, proceeding or investigation against any of        them or the Vessel with respect to Sanctions by a Sanctions Authority.         23.       This Agrement  may  be entered  into in any number  of counterparts, each of which shall be an        original and which together shall constitute one and the same instrument.   24.     As a condition precedent for the effectiveness of this Agreement, the subcharterers of the Vessel need to  provide their consent in respect of change of flag and registered ownership. Sellers undertake to use reasonable  efforts to obtain such consent, and will notify Buyers as soon as such consent has been obtained. In the event that  such consent is rejected or not provided before the Cancelling Date, this Agreement shall be null and void and neither  party shall incur any liability hereunder.   As a condition precedent for the effectiveness of this Agreement, both this Agreement, the Time Charter and the  novation agreement in respect of the technical management agreement must be duly executed by all parties thereto.          For and on behalf of the Sellers                    For and on behalf of the Buyers                        .       Name:     (..2.(~2 ~ 5 1-e_1  h                     Name:   PRk      cgiw - HooA/                                          ^        Title:           {(,\e   - ~~, - ~~ 61,    Title:          AldirMy    Copyright © 2012 Norwegian Shipbrokers' Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be  copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers' Association. Explanatory notes  are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.