Vessel Purchase Contract

VESSEL PURCHASE CONTRACT

This Vessel Purchase Contract (the "Agreement") is made as of Date: by and between Seller Name: with address: (\"Seller\") and Buyer Name: with address: (\"Buyer\").

RECITALS

WHEREAS, Seller is the legal and beneficial owner of the vessel more particularly described below (the "Vessel"); and

WHEREAS, Buyer desires to purchase the Vessel from Seller and Seller desires to sell the Vessel to Buyer upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that transfer of title, payment of purchase monies, and allocation of risks, taxes and closing obligations shall be governed by the provisions that follow.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. PURCHASE AND SALE

1.1 Purchase Price. Seller agrees to sell and Buyer agrees to purchase the Vessel for a total purchase price of $ (the "Purchase Price"), subject to the adjustments and prorations set forth in this Agreement.

1.2 Deposit. Upon execution of this Agreement Buyer shall deliver to Seller or to escrow agent a deposit in the amount of $ (the "Deposit"), to be held and applied to the Purchase Price at Closing as provided herein.

1.3 Payment of Balance. The balance of the Purchase Price, after credit for the Deposit and any agreed adjustments, shall be paid by Buyer to Seller at Closing by wire transfer, certified funds, or other mutually acceptable form of payment.

2. DESCRIPTION OF VESSEL

3. INSPECTION; SURVEY

3.1 Right to Inspect. Buyer, at Buyer's expense, shall have the right to inspect and survey the Vessel and its systems prior to Closing. Buyer shall complete any survey and provide written notice of objections (if any) to Seller no later than (the "Survey Deadline").

3.2 Remedies for Defects. If the survey reveals material defects not disclosed by Seller and which, in Buyer's reasonable judgment, materially affect the value or safe operation of the Vessel, Buyer shall notify Seller in writing specifying such defects. The parties shall negotiate in good faith to cure, adjust the Purchase Price, or allow Buyer to terminate this Agreement and receive a refund of the Deposit.

4. CLOSING AND TRANSFER OF TITLE

4.1 Closing. Closing shall occur on at such location as the parties agree or as designated in writing. At Closing, Seller shall deliver to Buyer a properly endorsed certificate of documentation or state registration, a signed Bill of Sale, and any other transfer documents reasonably required to transfer good and marketable title, free and clear of all liens and encumbrances except as expressly disclosed in this Agreement.

4.2 Seller Deliveries. In addition to the documents described above, Seller shall deliver to Buyer at Closing: (a) all keys and manuals in Seller's possession; (b) receipts for recent maintenance performed within the prior 12 months; and (c) a signed statement disclosing all known liens, claims or encumbrances against the Vessel.

5. CONDITION; WARRANTIES

5.1 As-Is Sale. Except as expressly set forth in Section 5.2, Buyer acknowledges that, except for Seller's express warranties in this Agreement, the Vessel is sold in its present condition, "AS IS, WHERE IS," with all faults and defects if any, known or unknown, latent or patent.

5.2 Seller Representations and Warranties. Seller represents and warrants to Buyer that: (a) Seller is the sole legal owner of the Vessel and has full right, power and authority to sell the Vessel; (b) to Seller's actual knowledge there are no undisclosed liens, mortgages or security interests encumbering the Vessel other than those listed in the Encumbrances and Liens section below; and (c) Seller has not intentionally misrepresented the Vessel's condition or history.

6. TAXES, FEES AND REGISTRATION

6.1 Allocation. All sales, use, transfer, registration, title, and documentary taxes, and fees arising out of the transfer of the Vessel shall be paid by unless otherwise required by law. Any prorations customarily made at Closing shall be handled as follows:

7. LIENS; ENCUMBRANCES

7.1 Seller shall, at or prior to Closing, satisfy and discharge all known liens, encumbrances and claims affecting the Vessel. If any lien or encumbrance remains unpaid at Closing, Seller shall promptly pay and discharge the same and indemnify Buyer for any loss, cost or expense arising therefrom.

8. RISK OF LOSS; INSURANCE

8.1 Risk of Loss. Risk of loss or damage to the Vessel shall remain with Seller until Closing or until the Vessel is delivered to Buyer, whichever occurs later. From the date of this Agreement until Closing, Seller shall maintain hull and liability insurance in commercially reasonable amounts and shall provide Buyer with evidence of such insurance upon request.

9. DEFAULT; REMEDIES

9.1 Buyer's Default. If Buyer fails to consummate the purchase at Closing in accordance with this Agreement, Seller may retain the Deposit as liquidated damages, or alternatively pursue specific performance or other remedies as permitted by law.

9.2 Seller's Default. If Seller fails to perform Seller's obligations under this Agreement, Buyer may elect to terminate this Agreement and receive a return of the Deposit, or pursue specific performance, damages, or other remedies provided by law.

10. INDEMNIFICATION

10.1 Seller Indemnity. Seller shall indemnify, defend and hold Buyer harmless from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising from Seller's breach of any representation, warranty or covenant in this Agreement or from any pre-Closing acts of ownership, operation or maintenance of the Vessel.

10.2 Buyer Indemnity. Buyer shall indemnify, defend and hold Seller harmless from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) that arise from Buyer's post-Closing ownership, operation or registration of the Vessel.

11. BROKERS

11.1 Commission. If any broker or broker(s) are entitled to commissions in connection with this sale, the parties represent that the commission arrangement is: . Seller shall be responsible for payment of any broker commission unless otherwise agreed in writing.

12. NOTICES

12.1 All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail, return receipt requested, or by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by notice. Notice to Seller: . Notice to Buyer: .

13. MISCELLANEOUS

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction of , without regard to conflict of laws principles.

13.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, oral or written.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

13.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

13.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be deemed original signatures.

ACKNOWLEDGMENTS

Buyer acknowledges that Buyer has had the opportunity to inspect the Vessel and to review this Agreement with counsel prior to executing. Buyer acknowledges that Buyer is purchasing the Vessel subject to all matters that would be disclosed by a reasonable physical inspection and survey.

Seller certifies that Seller has disclosed to Buyer all material facts known to Seller regarding the Vessel and that Seller has not concealed or misrepresented any material information.

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