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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 ENTERPRISE 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{Name of sellers), hereinafter  called the "Sellers", have agreed to sell, and   TRIPLE H NO. 4 LTD-, a company incorporated in Malta(     -åf buyers),  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 Enterprise   IMO Number: 9762273   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: 113,049 MT/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. 





 






"Dcisit" sha1lh    -'he-Fr e         :n CIau{-e-2-(-O i ).    yep os tt HAI cue r r;ac air    (state name and-oeen      of Deposit Holder) or, if left=blank, the Sellers' Bank, which-shall -and e;eas    e  De-pesit in accordance with t-h-ir--Agreement.   "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"L (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 Ambra 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).   "Sellens' Account" means     (state details of bank account) at the Ner-s'-&e-n-k._    "Sellers' Ber4,,,-;, a-n., - (5.atc name of bank, branch and details) or, if-c lank, the-bUnk noti4ied~e.1-1-efs   the Buyers for receipt cf the balance of the Purchase Price.    1.    Purchase Price          The Purchase Price is USD 210,000,000 (United States Dollars Two Hundred and Ten Million).i 'st e—e u         -and-am-aunt both in words an~    2.    Degesit          As security-T ~      r ect fulfilment of this Agreement the-E-uyet-s shall lodg-e a deposit of % ( -per         e~ ) or, if left blank, 10% (-te=1=1--pe r cent), c f-t-ht- F t+rfh-a: -fzr+ct s-i-t"-)-i-i~-a;, T=rR rest-b-c a r i n;-a{: c ou-nt                    i e s  t h=1,11-e-Depos+t~~wit. hi n-t-kt-r-e,^ ~' ank-'1-n-gza-y5zaf-te-i"  t h-c-d-a-te that:_         (ij-t1-±is4,g+t-emcnt                                                     by-e-rti,a-i-I--eEteic;ax; and_    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. 





 






                                                                                  r hnnn n-ennnrl                                      in~-t-e-the za-r~~-th                     ~3               T._         Th~osst      shall-be rc ~,~  •^ d~; e~^ ~^ erd~;te with joint written instr-u-c-t~~ of the Partier.         G^rnr~~;-n~~~u=g~; ~l'+ _r~P 'r. +~hn G r~~-A-r~y~-c1c~~,sTr~i=.~-, h ~ f or holding~ I d i r~ g and r~-~-~.nIn-er'nn +hn~^~. r1 n~ it  shalla,I I be borne e q u a-I1-y-by-the        f~La-Fti-e-~.s T;~cs-s-h-all provide-to the Deposit Holder all necessary documcnta+~n, ;;-te-e-pen and n-,-,;n+-,in the        -a-c-count: w itheu-t d-ei-Uy:   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)_         -(+)-the--D e po s-i-t-s-h-a-If--b to the Softe s a~ f_         {i-i) the balance ref 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 paid-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         Vessel.f-uThfne  ^®tea,;;- eharges to +he gel s' Account.   4.    1-nspecti-ete   {-a-)* The Bu"ers have inspected and accepted-the -esse1's classification records. The Buyers have also inspected the        Vessel—at/1—n—                        (state date) and have-aceepted th -V s^-  ollowing this in,pection and                                  f  +                                                       r +        t-h~--`.iarc.~~In 's outright--r sr -rc-uØ  -end d bj~a Jc~~e +r-yr--rr  IF'-rvz~-r + +h ~:.~+.b i~i'r.`~-im-~rl conditions        Orzrrrsf +h' reg-rZZ~~~t,TR  -rte  {-b-)*_ (i) The Buyers. ~a1-1-hu  ;--e rnh,~,,  ns                   tie; record, ate-declare whether same  are        excepted                   -(st; - E-da-kel re-r-i-ed-)-._   r,.: Thn cell T-s"-all make the Vessel av~1a„abftØs~€~c~ion1  at/ir~    (state place         ,~+h; -n-   -{s-ta#-e        d-a-te-lpe-ni-e4         -Ti-ti-e-%'aa` eF,e r e s h- I I u n. ed n~r  så•kt  i h~r re~~~3-ez^ tie r`t w 1 ,                  ci-u-e        €fef-a-y~.~*ey-they Øh ;';  een~pens-a~eflers for the lesses thereby incurred._         The Buyers shat;-i;,,r~ ~^ h,-e-V^~~^~a~l-ev~,t,he-~~t-epeninl; up and-w~}h^~,~,, t-cest to the Sellers._             ~n,.rri   ~r e^+inr. thn l!                                                     {r.r 1. .lrrfirw~c+ilen by the'       ~v u ~~ ~. ~~ ~~ YY::..)) theL I ~. I n ~rr~rR..'-v'i,S ~~~~nd  L"'lTt~'1lTE_Ø~å,fT~JTh71`IUTI~—E—f`i7TØr`U`~~i           The-sale-&h-a -beeem       ght: and d             +ded that the Sellers receive writt'n  notice of acceptance of the Vessc! f~  e- within s ''-enty-t-        -7-2                                                                                          se-Ø4  {+i-,         S-h-euld 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-Rot be received by the Sellers as aforesaid, the Deposit together with        +nte rest -ea;,Te- ferny, h a lI  b e--rek -i ed i atefyto  +h B, , rc, w h eFe t^,-- =T,; ;        and void.          *  a7-a  4-(b a-Fee-a er-r ?dues; delete whichever is not applicable In +Inn - h eee e           ive 4(a)         shall apply.   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 deliverya-s-a=-e         and accessible bcrt -an^h,      -Øt/in    (state place/range)-  he Seller.-option.         Notice of Readiness shall not be tendered before: 15 May 2019-(d-date)   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)-r6-(a)(i), 6 (a)(iii) 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--        teg    -  +t,      -st ear-Red,-i any7- hall be rideci ,,,-,  .y-to-the--Btr i ~rni,  afte -this Agreement         shall be null and void.          Divers       i-en-/-D y eek-ing   -( )   ;~T  he---rye  -&ha41 -,av-e-the o pt i o-n-at their c o Gs st and--e=gil„moo--a-r-rane          +vE'r-yap ev d       _      e  ion Soe              ` tlf the-V-ese--cI    S, h option ,=h-a1-l--bc--d laced          tes r i e-(9) "" is prior to the Vessel's intended date of readiness for delivery as notified by the Sellers         p ers-u -t-t Clause S(b) of this Agrgeme-e1iT e-S IL~~;U;I at their cost and expense ma4Ke41.7e Vesccl aval b4         for such inspect s inspection       shall be carriedØt ;^ +             del Øyd    in the presence of-a         Classification Society-surveyor arranged for gay- t-hc        nd-paid  for  by the  Buyer=-rh-e    gees         ee r-ess~ i-v-e (    --have--z-Ii  i g h+ +e h.,—` sc  'r+r-ai- he diver's ins ien--as--ebseir-ve (,) only without         interfering with the work or decisions of the Classification Societ„ surveyor. The extent of the inspection and         the conditions under which  it is perform d         +„ +h^   +icf etle 3--e-f the Class-i-f+eetion Society. If the         conditions at the place of delivery are unsui:able for such inspections the Sell shall -,t their c^st and expense        make the Vessel ati ailablc at a suitable alternative--p-laze--e r-ie#he cliver-y K^r ;; ;-eveai-i;-_ G ee11i Tp;        I?at      bLz   ;;~dtiØ        o  onai time required for such-pos+4ioni nd the-&u seque         The-Seile-s-rm  ~-n-ot-tender-N  4-  ad-i-ness-prior completion-of-he undervy     .,petition.    (ii}If the rudder, propeller, bottom-or-other underwater parts below the deepest load I n^ re4eued-1~7 d-a-En-a-ge-d         or defective so as to affect the Vessel's class, then-(1) ess repay can be carQ„.-, ou f oct tot ,^ØTsfacti         of-  c- laT;  åtion Society, the Sellers sha"    nge fo-t  e--Vessel to be drydocked a-t-the￼T, t ties- f         inspection by therlassifiea i -4) S ri^ty ,,rØ-Ves e.l-s-i~erwater parts below the deepest load-l-i-r}c, he extee#          f-the inspection bei _              lith the Classifica:ion Society's-rules (2) such defects shat      '         by  the  Sellers at their cost  and  expense to the   satisfaction of the-Gl-a&.ri;Øtie-n—Sri-eta' wi:hout         conditiof r—eee C`r~åa iera*   d- ?~~;e~i Ilcrs shat-I-pre.- -fer-t"-e-unceewnter inspection--iå-d-t r -gasification         SocietyLs attendance.    No +s      dfeg-a-r-y4-h-1 --to-t-h μ++ r, iA this-Agrecrwent, if the Classifi-c-ation Society do not require-the         aforementioned defects to be rectified before the-next clas-~-4--in-g-s-uwey, the Sellers shall be entitled to         deliver the-Vessel  s-th-these defects against-a deduction fron? the Purchase Price of the estimated direct cost           f labi aed-n3at-e-r4tal-s-)- r-yie out the repairs s:o the Eratiefaet-+an-of the Cleest4iea4c -Seel t-y~ >f~e afte-re-          the Buyers shcl! have ne-f-u-r -ie-r=r+gh-ts-whatsoever i-n respee of the defttess and/-er repair-s. The esti-raated         d+r-est cos!                   be the aver  s of quotes for the repair v,er4<—ebtainef -r-em two Fe—+4—p -able    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. 





 






                                                                                c b t-a-i-ned-by each of the Parties        wit-a+n two (2) Banking-D-ws-f-rem +hn rl-+` of t-kl-E-+-m-p-osi-t+ e condit-ienf recorn-phendda#-iØn;-u-nless the       Parties agr-ee-etiae-fw-ise . Should e1t-hnf-e-f-t-h~-a r+i n~n  e7bt a in-s-u-c-h-a-d-u.~-h in  t-k-e-st2Fp-uazat-ed n        t h e q u ctL--du-lya--ob-t: a i n e d~h å -P-ar-ty-s-;'-iL Il  be the sole b a s i f fo  r-t-h-e--e       The Jin_l-ltnrr  ~nv,?.. +nr,dnr Rln+ir.n n{ Dnadinnrc prior to ,~~~r, ~ ,~~~vingr+i,~n  been cr+.~;~-~       If +he \tercel it to be dsyeleel/nrl ni ~rsuant to Clause 6(a)(ii) an ti no suitable dry_docl~ir~g~ facilities " available at  i p         Øel1~he Sellers       shad take--t-he `~-Ves-solto -p øa hem  abble drydocking facilities are available,         whether within or outride _+ e eliv ryrange  as per Clause 5(a). Once dry oc ing-has taken Noce eSe-lef-s         shall deliver--h-e-Vessel at.a-port within the d laver- ge-as per Clause 5(a) which shall, for the purpose of this        £-I-a~      ,m-e  nhc new po+-4=ef-dnl                       elling Date shall be extended by the additional         time required for the drydroe- ; tea                            maxim--Ø of fourteen (14) days.              C Iln ~~I~n    , +I n lfnrrnf~n' in r~ arl                 n, nr ~_~✓~.+inn  l .r +4 n~~_~r ` ifir +inc, Cnr  (~`,~f~e.                                   ~~~~aa~r~~.f~ ry~f                                            4Y-€4        the-Vo~rJ_nl~~j-unF~nr  r,-,r+r hnlnw +hn dønnnc~T iL_I.®i.d__llne, t~`-rl-e-extcØn f Cing in accordance                     ''-i-ea-t+on Society's rules. If +hn r,,ddnr~p,Tåpel;cr, bottom or other undnr.Fr-,+nr n.,r+r hnln,v the       deepest load line arc found broken, damaged-or defect=i-ve-s-o-as       ~£a-piade-g-8£                   st  and expense  to-t-he Sa~~~r+inn+i  nf +hn~T~~'~f1L-r~t;gn~®EFC~-¢,  without       cori d it,en7 ~~r^~m `" nn`Trd  a tI  o n** . In  h e-SeifC~^-a r e-aiSio to-pay-for t-he-eas rd-ex-p e-n,c s in        connection with putting the-Ve-ssel in -,nrl +-:kinn, h~~r-out-ef-d               drydock dues  and the                             r fe~-~~c  Cnllnrr rl-.-sll -,I~Ø.,~~r~ fn  i           nrnV if n-,r+r n~                             ~'       ~c~s-~~7u     r o u ~ 7 . ..',~~hn~~d-+r~~ , . . , " c         ime t.ailshaft.        r~~ c+r~                                      roken so as to affect the d, essel's class. In al„--~t~-e-r-c-a-~.~,                       +hn_                       ncns rl~        ~~nrr . . rh-,II na~r~  afnrnc~-ci I  d costsc t 5 a n d-c'.3!~ v',-r.r~-uv~i-rzf~~Cv.S,    (c)    If the Vessel is drydockcd pursuant to Clow-rn 6 raioiii of € rb .eve         (i) The Classification Society may require survey of the tailshaft system, the extent of the survase, being to the         satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the B, ",ens                 +has nn+inc +n r  'ras                                            l- rrifin-.+inn Cnei t  +h., e                ern_                  'has~-r~.- +-,ilrh- ca~r.T~-u~-c-~tir f+ +n-be -drawn and surveyed-byene  C -y--rTT~         rsf the-s-u ey being in accordance vyth the Classification,; eeety's rules. ,-t   ey and co~vt-wit-h         the current stage of the Vessel's survey c eln The Buyers rhall deelarn whether +hey reguire_te-~t to be        rlra n -,pel s- r-yeyeel no+ l et r +han heP-the coØpletion of the inspection-19-y-the-Classification Society. The         draie   aner refi++lort of +has lshaft shall be arrang-ed-by-t-h-e-Sef-l-ers-Sf+ottlel-anyparts of the tailshaft system         n en r:eln~ro-,rte nr fe nrl d-efn^f•orn. ras -,c +n                     C  all bel Fen-e- reel er maste go d         ~~~- ,~~.                ~-~-c .~-~~  affect the Vessel's class, those parts ~u„Ø~~.~~~-~,-,-,-,-a-~-tea                     fI         ~{ ~.y    Sellers'    ,s            on e   to   the      isfact o         assiifica n  Cn   +~   eritho it.         at   the      c r~EØ ~—åri-Ø~—ei    ~~~sc~v-            T.s~~ G                    rr~c EEi'e    vv-rc-n-csu         c-ef d it  e,s/feeenÆr  en-ec iei3 * .          (ii) The costs and ex nsnr relating-to the—   r.f +has +-,ilrhaf+ syrte-m rh-a11 has {-,       nless the         1-as-:~49Seei-ety-requires  such surve" +n b- e-,rri l—e  -n if p arts of th m_ar neondemne  d or found         del-eetive or broken so ash  a#,~ et hE     Ts-class, in which case the Sellers - I-I p  here    s~s-aT         cxp nses.          (iii) The Buyers' representative(s)-s-hall havrom 4h- -r-g -e be present in the drydock, as observer(s) onl~thout         fnteffc~     ;,--tnc              s-of thl; tien Societyst      fv-e-         (iv) The Buy nrr rhall hao,n~+ ~inh+  +r, h ,,n +h,n i inelnreF/a+nr nar+r ef +h~r~~ ~~La~;;ed  and painted at their risk,         ~s-t-and~e,  e„nnnrn e.rithout-iaterfering--v✓-i~~,-~.k~e-Sellers' or the ClassificationSee-i-ety-s-ufveyer='s-vFnrl,  - nrl         s         eet-i-ngØn \fnrcers +•~nry, If, however, the     Buyers' work in drydock is still in nrn~A-en         the-Se',;:1=z-;,avti-eo,m       ork which the Se-11-err -,rn rnn„irnrl +n ,aP., +hn -,rlditional docking time needed         te~i~Tpi-^L~ r•e,rr _~+h,e -Bfiyerrl eF,e,rl, rhail be for,~„e-uye-r-~s-k-eas:t and expenrn~~n_~~r~ni r ' work        Fed-Li-Wes c"n~-dh-cudItlonØi-t -e-Se'_-lteff-s-r-r~ay       f the Sellers' mark tender Not-iee-of-Readinccs        for-del-i-v~~c~r~~zesr~~-iSh,ilr  still in dry~e-ek-and,hot-MC'`Ft.-1--i§tondifig-C-1-au-&n C(''~/ the [2uErorr rh-,Il~-be-obTT~ Is          t-aak-e-del~--aLe-~1- r       ~1-a~,e~m~7,      ~~~ec.;;_cr eAr  the Vessel is in drydock or not.          Ø a n d 6 ( b)-afe-al-ti~f"-~                    's riot ia p-p-11-C rr-razm~siTs-e n c ('_-ef~ti{~t~  e~ n~,~~iåse r~~iazr✓c~                                 a;--i4'  any, in t h e `.å-Fø'eyØ-r-1.s-Fe{"3  eft--'c~c,,,~f h i`'I;  a re-aeee~ ~~ by t h e C l a s s if i  c~t I ofl~ety          wit-hFiu-t-``-Cihdition/recC3m~tit7n are not to~c-tza-;cc„ hn  into a+_.count.     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. 





 






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 s-p-ection 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.                                                                                       .         ~ ii-':r^rei ^nr~ fnrrre nvr• u.~~velyC  for use  ir, the Sellers'~ ve-,  ~ and^e  capt ~~e.~rC~  and cr~;r,~Ørsorru-4 ~                                                        ~f        belonglr,gsTn-c;~din^Trr5-crc^~-1-op-e4'-ris+ 4-  -,rn ^ti,,-Iu~~eTc~'Te-s-afe--w-iti Ø" C~rR'a'Cn-s-aØ • -IrT -u-s the fol-lowing         additional items: (include list)          Items on board  white arØ;;Te-or owned      by third pa-rties, -listed o{Icwe r„ excl d    from the sale        wit e  t compensation      (include list)_          +te~is oh                   ' }cr. ^r~i~ i~,ri ,.~1-,ir•-" ~=c on hire or     .,,    's~ed above, sha-11-be         fe-p-1-aced or procuT^^~-by-+~~^'~„e,~ pr;-er+to-defivcry  at-their co~ expense. 7hØ- er~~~ ;-G;;-t--å-k-e-evcr         femu'rn-i-h-;-b~~;-k-efs and u-hused lukricatii~,~~'Øat~a+c-e+ls a; d rtr^- scs ir. .+er-.g-e-tanks an-d unopened-6~s         aØ-Lray-e1the-~          (a)* th^ actual net price (excluding bar-g+-n-g expenses) as evidenced-by invoice- er c~+ers; or_          /{ 1x-                                                                            .J   ofd-  livery cif -kje         Vessel or, if unavailable, at the n rest bunkering-pef~         for the quan itics takØevt~_          Payment under  this Clau a                                  place and in the same currency as the Purchase        Price.          "i-n-s-eetie-n" in this Clause 7, shall-mean- R~2 i~n -,ece-r-d1-h-g-te Clause 4(a) or-4(b)-- (Inspection), if                                                                          t~,         Øk'~""    .  If the-yes-s-el-Fs-takt1n-ev-c r w i i o n, the-date-eif~i -Ag rtiti-m c;,z;  ~;~ -a;;-b~~~fcva-n t  d a t c,-         *(a) and (b) arc alternatives, delete whig eh-ever -e  applicabl~e-abs neØ          ns la ternative (a) shall    8.    Documentation    Th e--ef-c-I-esing: 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  `power of Attorney of the Sellers appointing one or more representatives to act on behalf of          the Sellers in the performance of this Agreement, duly  notarially attested and apostilled d-Ø notarially        t- e s- ed .,r d l, g-ul-iz ,~ or r ostilled (as -3-ppropriate);          (iv) Copy of the  Certificate or Ownership and Encumbrance Trar-e-e--ipte  R—,i  u-y-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          in favour of ABN Ambro Bank N.V. which will be discharged by use of the Purchase Price, such discharged to be    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. 





 






       confirmed by a letter of undertaking or similar from ABN Ambra 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) Banker 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;              A copy of the Vs&el!s_G~t±et,    -SyØ p&is Record ee-rtifying the date on w-h+ch the Vessel ceased- to-be         registered-w4th the Vessel's regi:.-rØr,i;  the event that the ^i                matter-    r-ac#+ce issue         such certificate immedia#ely,a   ttenundertakin►g-from---the Sel   e provide the copy  of this certificate                                                                                 S      of   l-u-1 ,         promptly u pon it b n-g isssuedot gether with ev —e of subanis-sinn by hfl= JL el       exeeuzed-F-e~ z        stating the date-er+a -ich the Vessel-1~—s-ase to be registered-w-ith the V-essers registry;         (vii+) A copy of the  Commercial Invoice for the Vessel;          (ix) Cor -rnercial-l- ivoice(s) for bunkers, lubricat-iflg and hy-d c oils aa-d greases;          (      copy  of the _ ~ liecs! . tettC' to their sate'ii         anon  pro,t4e eT—eafr Ili  he  _Vegis". e4Ls         communications contract which is to be sent immediately after delivery of the Vessel;          (xviii) 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; and          (ix) Protocols of delivery and acceptance pursuant to the BBCP and the Time Charter, evidencing simultaneous         delivery thereunder as per clause 21 below; and          (x) Quiet enjoyment letters as per clause 20 below.                         Icttcy--ef  fir  tam- ion-~~e=b; t"~ ~t-ef-t;;tiir~'  knowl-e-elgc7-t t black-11s~         nation or international orgunisation.          (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  42power 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 Ret-rater-#         {-sta e-Ffu    f   .T);-e r if I e€t~I t . asr„~- -days   ` `     '                       ~I-divery              as notified by the Sel~ru^snt to Claire 5(b) of this Agr-eeme;z.  (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         ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also   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 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. The Sellers may keep-the Vessc'n-feg ekG-i; t         t: €  -ye        to-r-i-g e-take copies of se+f-  (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-wcr-ea,etr s +-ehis in-F   n-hec- ion with the closing cue She-m'         register shah--be er 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 "as is         where is"  she was at the time of deliveryinspection fair ynor and tear excepted.         However,            -sfi-ala-lr>c deli-vertd-free-of  -c.-ar-go-and-#-reF-of-sear  owavreys-  s-~fiaintair+ed-witheut          certificat-esØ national certificates, as well as all other certificates the Vesse-I-1ad-t~i  ` ir ~r.l,~t;-e-n--         valid and unextendcd   without  denditi.-.r. /rn,.,.w,r~,nn„ation* by the Cias;if+cation Society or the relevant        authorities—at the time of delivery:          "-l-n-fJpeeti-en" in this Cl       eTa414-1-ei-Bovyer-sLi       fdlfig--te--Ckru e 4(.a             s), if         applicable. It t-ØVesS             without inspection, the date of this Agreement shall be the relevant date.         . F4-etes and n-,nn r.r 4e if any, in the surveyor's report which -,rn aernpt d by tl ess;fi{za-tie-n Society,         12.                  c+t;gs       n-4el iv c-r-y— ~-R~:uye e E uz~,f,e4e eh-ange the name of    13.   Buyers' default                                    In.-1nn                      rn 7 /rinr~         Ølr~~t         ncit          Øct;r       -3nCe with-~ (`I^     ncit) the Sellers havn-~cr~i`n~. t  r-itht t.~ ~--~n rnl,~s        Øfic.Ø~n;t -a~ay    ~h ~ ,-a;;-i1E~--t~  n t it I c~ t ~-el-al-ffi-c-eea`~~ f-e-nr~t  i c} n for t h c.~~+r~s~es=- d-T -r-a-l-1-c*pe n s e  incurred         together witØterest.          Should  the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers have the right to         cancel this Agreement,   which case th-e De sit together with-interest earned, it any;-sf-fl--bee-released to th-         Sellers. If-t e-Depo t does met-cover-t ei s , he   hers s„a14 be-entitled o claim further-eam-pe-Fts tion for         their loss             tpenses incurred to r with interest.   14.   Sellers' default          Should the Sellers fail--o-give-Net --el Readine-ss in accordance wit-h Clause{-b-)--ar-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    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. 





 






      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. fn-th„e-e etha  t e- ,~-gleirs ~~'  -c-Gncei tl-4s                                                                     U be rnleacerl to t! er        Ag%P{?i"-fi{w4~-tiie si        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.   Buyers" repfesentatives   After this Agreement-lir~r~ -~eer~-b-y-thn ~  P- r+inr ^r,d the Depot hus--heer;-ledte^~~:110-Boy c--+s-#-a-v-i--t4~       place two (2) rcpresent-at+~,=~r.~-on board tl~~-~n ,'Ta-t-t"-ei-r-s-1le rirk - nd n*r,n sn   Thnrn-  rep-nnrnenr,t^at'crnrFes- en  arnc~rr~avisr-crTe~;-~rTc.:~ enn he-errl f ~ thn n rrsF . ' å-tion uØ~c~-~r~~#rl 'n thn s^-sn-erite  observers only, and they        shall not ini:^r,-,-fe;e-;,n an-y--~vii.h the op-eFati~r°~.~~h-c-e4  Buyers-a-n-d the Buyer-s-rcpresentativcs                                     stundarLd-l-etter of indemnity prior to their crri-la~n-:   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$100,000 the arbitration shall be         conducted in accordance  with the LMAA  Small Claims Procedure  current at the time when  the arbitration         proceedings are commenced.   {b)* Th   is ~tg rec..Ø-cØ  s h g-be g a vo~.- ~~rd-~-n-s-t-r~-i~--ae ^~n,~r ~ia,n~-å°J;-t  h Tit-le-9-of-44e U ni~yd~-t~~d<~~ 1~-          the  -a-b-st-aft-+ve-ltaw-(net-i~elu~~i+~-g~.h e choice of law~e~) (G                             oWL-        of or in connection with t;-i-s-Agrnnrd,nr+- rf, ff he referred to thrnn r2 o renrrnrr ~nrf, nr,n to wn appointed        1her9  nea-}^hell —~.~I~~~c.~.~Tz-of tf-~,n r.-erti~sr hnrnte-   a n d thee tI"ln~-ia-p—t~}~t~il-~-i~ iref i•.er  E~~T,--merr-crcEnn• ~Fheir rin IS  I-C~ E? ~-m-crc-~Znth-ei- of -aner  tenro of th,-e         shall be final, and for-t; -c-pa;Øsz ~11  s o#-e-mforci„-g-a„y-awafd, judgment may be ent .  y any court         of rgTG71T~7 Fnie-T8~;diction. r~  The proceedingr oridueLed                             f the Society of        Maritime Arbitrators, Inc.   Ø, e~~=:~F                 c-I-aimr-ner~-eo-u-nt-e-rclaim exceeds the sum of US$-1-61-Ci:700-0-the-ar,~;-t-rati-en-s-Kal-l-be        ~et-ed-in accordun~ the Short-c-n-~.~ld-At  ~-hti  r~l-ati-on-p;®..o,~+re--e~f -t-h-L-So€1et:j,-a~~~nf rF  Arhitr-,tnrr fn^          Thls ~ug`~i~r ement chaff ieoØn re-r-nnrl ie err -ene~ enTr=tt rueo ir: ^.^orrlar.r (sta e pIC GTPC-)-G-rd[-a-r{-lj-,~                                                                                          + r         €1-is    -~t of or ir ~,~  ~                                                     TTt.lZ.lii-~ A.. i 1iT~  ~( St'C;StC                                   1         nf'et  1 lhler-t to the nro^ler~l Irer ~Snnfl^'eiefP] thA;h    *           b) and 16(e-)-are alternatives;   °^rhieheve-r is not a-~le, --1-1,1  the absence of deletions, alternative  17.    Notices   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. 





 






       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. 4 Ltd 25/16Vincenti Buildings, Strait Street, Valletta, Malta, VLT1432          Copy to:  HI Asset Management Co., Ltd.          Attention: Mr Colin Park, Mr Jingu Kang          E-mails: chpark@hi-am.com, ik.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.    €n#+ -e-tom          The w-r+t4^T;-t~-;ms ^{ +hir A^,~~„~~Ent  comprise t-k+e--e      -t-bet-ween                   Sellers in         fel-a-t-i«+~-e-t-h-e-f,aa-e-an-d-purchase of :he Vcssc~-cl-s-~-r^r,e -," g.-^„i^„rr~cnts wJ1e_her oR3-1  or written        bretwet--ri--the urtier in relat+e-n thereto.          Each of t     =tics acknow-Øges that in c-n-te„r-f-g„-  4h-its-Agreement it has not roll _d on and s#a-If gave-ne                  emedy-i   respect of-any statemen-, r            , ^_  ;a-he. ;-w-arranty (whether or-   +read-e         negligently) other than as is expressly set out in this Agreement.          Any t     +r  ied into t   g eemcnt by any applicable statute or law are hereby excluded        such exclusion can-legal-1-0)-e~-   444-oj in i*hir €I- ur -a-11 itrJrz~i~nxdt         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                  150557,705  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    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.    62u--





 






13                  131,563,348  14                  129,830,342  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                  10.0,671,225  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     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 provide a quiet enjoyment letter to the Sellers on delivery of the Vessel in form and substance         satisfactory to the Sellers.          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.            or and on behalf of the Sellers                   For and on behalf of the Buyers          Name:                                              Name:     fA       Ca /4P4- HooN          Title:                                     Title:     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.