2023年度YACHT,BUILD,AGREEMENT,菁华4篇【完整版】

YACHTBUILDAGREEMENT1DATED：______________________between______‘sYachtCompanyLimited，Hong(Hereinafter下面是小编为大家整理的2023年度YACHT,BUILD,AGREEMENT,菁华4篇【完整版】,供大家参考。

YACHT BUILD AGREEMENT1

DATED： ______________________

between

______‘s Yacht Company Limited， Hong (Hereinafter referred to as “the Builder”)

and

BBB CC， Vietnam， (Hereinafter referred to as “the Buyer”)

WHEREAS：

1) The Buyer wishes to acquire a AAA‘s Cape 65 Trawler Yacht (the yacht) designed by Thanos Condylis， and built to the Buyer’s stated requirements and specification， and the Builder has the capability， knowledge and skills to build and sup* the

2) The Builder has agreed to construct， equip， fit-out， test and deliver the Yacht to the Buyer‘s stated requirements and specification， which the Buyer has agreed to accept upon the terms and conditions here in after specified：

Now therefore the Parties hereto have agreed and do hereby agree as follows：

ARTICLE I - INTERPRETATION

1) In this Contract the following words and expressions shall have the meaning hereby ascribed to them， except where the context otherwise admits or requires：

“Banking Days” Shall mean days upon which Hong Kong clearing banks are customarily open for

“the Builder‘s Clarifications” Shall mean the documents so entitled forming part of this Contract and set out as Annexes hereto; (See also Item (2) of this )

“Buyer‘s Representative(s)” Shall mean such persons notified from time to time by the Buyer as having authority to act for the Buyer， the extent of such authority being set out in the notice;

“Items of Buyer‘s sup*” Shall mean any item of equipment and stores for the Yacht ordered by the Buyer direct from the manufacturer or the supplier， for incorporation in the Yacht by the Builder;

“Items of Builder‘s sup*” Shall mean any item of equipment and stores for the Yacht ordered by the Builder direct from the manufacturer or the supplier， for incorporation in the Yacht;

“the Certifying / Survey Body” Shall mean the body responsible for the survey and certification of the yacht to the requirements of the

“the Contract” Shall mean (a) this Contract， and (b) the attached Annexes and schedule more particularly described

“the Contract Delivery Date” Shall mean no later than ________;

“the Contract Master Programme” Shall mean the programme for construction of the Yacht， set out in Annex D;

“the Contract Price” Shall mean the price stipulated in Article V for the Yacht， Yard Number 005;

“the Yacht” Shall mean the yacht the subject of this Contract and generally as described in Article II， with all the machinery， apparatus， outfit， materials， and equipment appurtenant thereto， but excluding the items of Buyer‘s “the Boatyard” Shall mean AAA‘s Yacht Company， Xinhui，

“the Design Specifications” Shall mean the specifications， designs， plans and drawings， set out in Schedule A， prepared and signed by the Buyer， identified as forming part of this Contract， and including such revised or supplemental specifications， plans and drawings as may subsequently be agreed between the Buyer and the Builder PROVIDED that (i) in the case of any inconsistency between any Article or paragraph of this Contract and the Design Specifications， this Contract shall prevail， (ii) in the case of any inconsistency between the Design Specifications and a plan or drawing， the Design Specification shall prevail， and (iii) in the case of any inconsistency between one plan or drawing and another plan or drawing， the later in date shall prevail;

’Schedule A’ Shall mean the agreed schedule of drawings

“Annex A” Shall mean the list of materials， components and equipment defining a completed yacht;

’Annex B’ Shall mean the agreed weld quality procedures

“Annex C” Shall mean the agreed Shot Blasting， Fairing， Painting and foaming Specifications

’Annex D“ Shall mean the agreed production schedule master

“Specified” Shall mean stipulated in the specifications and Annex A;

“Supplier” Shall mean any person， firm or company， which has entered into a contract with the Builder for the sup* of materials， machinery， services or equipment (other than items of Buyer‘s sup*) for the yacht;

The Index， Article and paragraph headings， are inserted for convenience only and shall not affect the construction of this

Words importing the singular shall include the plural and vice

2) List of Builder‘s clarifications， not covered in Annex A document：

“Cradles for Transport” The sup* of a Cradle for shipment is excluded from this

“Dressing/Stepping the Mast” The dressing and stepping of mast for the Yacht is included in the Builder‘s

“Storage” The Builder will arrange secure storage ashore for the Yacht at the Boatyard between completion of build and handover at

“Fabrication” The Builder will sup* steel in pre-cut form with a test certificate in accordance with the builder‘s production and quality

“Welding” The Contract is based on NDT (non destructive testing) being conducted to the standards required by Det Norske Veritas class Rules for yacht and Small Craft， including 100% visual Radiography will be completed where appropriate， at the Builder‘s

All welding will be carried out in accordance with the quality plan and ISO weld procedures approved by the buyer‘s representative and will be in general accordance with Det Norske Veritas

“Shot Blasting” Shot Blasting of the Yacht will be in accordance with the agreed specification attached in Annex

“Insulation” The insulation of the Yacht will be in accordance with the agreed specification attached in Annex

“Fairing and Painting” The fairing and painting of the Yacht will be in accordance with the Coatings Specification attached in Annex

“Equipment” The responsibility for the sup* of materials and equipment will be as defined and agreed in the Components List (Annex A) for the

“Quality Plan Documentation” An agreed quality plan will be issued covering all aspects of the Yacht‘s construction， which will include：

a) Hull & Deck Fabrication

b) Blast and Prime

c) Fair and Paint

d) Electrical and mechanical Engineering

e) Fit-Out

ARTICLE II – DESCRIPTION

1) The Yacht to be constructed under this Contract is a Motor Yacht of approximately metres length overall designed by Thanos Condylis， as described in the specifications， with the following main particulars：

Approximate Dimensions

Length overall about metres

Length on the water line about metres

Beam (max) about metres

Draft about metres

2) A distinctive yard Number shall be placed upon each Yacht and her materials and outfit， during The Yard Number of the Yacht shall be

ARTICLE III – CONSTRUCTION， MATERIALS AND INSPECTION

1) The Yacht and her machinery， outfit， equipment， materials and workmanship shall be in accordance with this Contract and the Design

2) In principle the builder will sup* all material， components and equipment for the yacht as set out in Annexe Any additional material， components or equipment procured by the builder will be billed to the buyer at delivered cost plus 15%. However the builder must notify the buyer in writing prior to procurement of the cost and quantity of any items for which the builder intends to be billed to the buyers

3) In the event of any delay of delivery of material， components and equipment which are items of Buyer‘s sup*， by the buyer resulting in delays to the production schedule set out in Annexe E， the contract delivery period may be extended by the amount of the Provided always that the builder will use his best endeavours to minimise the delay so caused by re-sche*ng work to utilise the material， components and equipment that have already been delivered to the

4) If any specified materials are not available when required for incorporation on the Yacht， the Builder shall be at liberty to use other suitable materials in substitution therefore， subject to the approval of the Buyer， which approval shall not be unreasonably Any adjustment to the Contract， Delivery Date or Design Specification resulting from such substitution shall be made in accordance with the provisions of Article

5) During construction of the Yacht， the Builder will permit the Buyer‘s Representative to attend the tests specified in Article VIII and to have access to the Boatyard during ordinary working hours while work is proceeding on the The builder must give reasonable notice of such tests to the Buyer’s Representative in The Builder will use its reasonable endeavours to arrange for the Buyer‘s Representative to have access to the premises of the Builder’s subcontractors for the purpose of inspecting materials and If， during construction， the Buyer or his Representative alleges any defect or omission in the Yacht they shall， if required by the Builder， immediately specify the same in If the Builder agrees that there has been a defect the Builder will at its own cost， before delivery， rectify the

6) The build will be subject to regular inspections by the Accommodation， meals and entertainment in China for the Buyer‘s staff that are paid for by the builder， will be invoiced to the buyer at The buyer will cover his own travel costs to and from the

7) The Builder undertakes to provide a suitably qualified (English speaking) Marine Engineer to act as a liaison person with the Buyer throughout the duration of this

8) Where practical the Builder shall take and make available to the Buyer， digital photographic evidence of all construction， painting and fit out stages during the Yacht‘s Such digital information will be sent to the Buyer or the Buyer’s Representative by electronic means and at such frequency to allow the Buyer or the Buyer‘s representative to monitor the course of the Yacht’s

9) The materials， components and equipment for the Yacht (as detailed and agreed on the Component Sup* List in Annex A) that are the Builder‘s sup* will be shipped to the Boatyard by the builder at his Shipping costs of Items of Buyer’s sup* will be at the Buyer‘s cost together with associated export and import procedures， duties and

10) The Builder‘s premises shall have the necessary facilities and equipment to construct the Yacht to the agreed standards and The facilities and equipment will include shot blasting equipment， airless spray equipment， bolt welding capacitor， heavy duty pulse MIG welding equipment and environmental monitoring equipment capable of providing a record of temperature， humidity and dew

ARTICLE IV – MODIFICATIONS

1) At any time prior to Delivery of the Yacht the Buyer through the Buyers’ Representative may request， in writing， modifications or additions to or deletions from the Design Specifications and Schedule

The Builder shall not be obliged to accede to any request under this paragraph (1) unless：

i) It is reasonable and practicable for the Builder to do so having regard to the stage of construction which the Yacht has reached and to the Builder‘s Boatyard programme;

ii) The Parties shall first agree in writing in relation to such modifications， additions， or deletions：

(1) Any increase or decrease in the Contract Price and variation of the payment terms for the Yacht;

(2) Any extension of the Contract Delivery Date;

(3) Any alteration of the terms of this Contract or the Design Specification or Annex

Provided that the Builder shall be entitled to continue production in accordance with the Design Specifications and Schedule A until agreement has been reached as provided in this sub-paragraph ii)。

2) The Builder shall not make changes in constructional details or materials of the Yacht without the agreement of the Buyer in

ARTICLE V – PRICE AND TERMS OF PAYMENT

The Builder has agreed to complete the construction， outfit and delivery of the Yacht for the Buyer on the following

The contract price for the yacht will be US$850，000 (Eight hundred and fifty thousand US dollars)

Payment of the firm price for the Yacht， shall， subject to paragraph 3) hereof be made in instalments from the Buyer to the Builder as follows：

Instalment Event

a) Initial deposit of US$127，500 (one hundred and twenty seven thousand five hundred) payable on the signing

b) Upon arrival of all structural building materials in the Boatyard， US$127，500 (one hundred and twenty seven thousand five hundred)

c) On satisfactory completion of the Yacht‘s structural steel work US$127，500 (one hundred and twenty seven thousand five hundred)

d) On satisfactory completion of the Yacht‘s interior painting and insulation stages， substantial completion of the Yacht’s interior furniture built off the Yacht， and at the start of fit out， US$127，500 (one hundred and twenty seven thousand five hundred)

e) On satisfactory completion of the Yacht‘s exterior painting stages， US$127，500 (one hundred and twenty seven thousand five hundred)。

f) On satisfactory installation of the Yacht‘s engines， generators and main engine room systems， together with installation of the fly bridge structure， US$127，500 (one hundred and twenty seven thousand five hundred)。

g) On delivery and final acceptance of the Yacht by the Buyer US$85，000 (Eighty five thousand)。

2) The Builder shall， by not less than fourteen days notice in writing， advise the Buyer of the date upon which each instalment of the Contract Price shall become

(i) Subject to the Builder‘s compliance with the notice provisions of the foregoing paragraph， each of the said instalments shall become due and payable upon the appropriate Instalment Event， subject to receipt by the Buyer of the Builder’s invoice thereof， accompanied by a “Stage Certificate” Issued by the Builder certifying that the appropriate Instalment Event has taken

(ii) Prior to each Instalment Event， the Builder shall notify the Buyer， in writing， of the amount of any reduction in， or addition to， the Contract Price， in accordance with the terms of this The instalment due on the forthcoming Instalment Event shall be adjusted to take account of any such amendment to the Contract

4) The amount of each instalment of the Contract Price shall be paid direct to AAA‘s Yacht Company Limited， A/C number 0842-5094 at Citibank Hong Kong， (Routed via Citibank NY， ABA # 021000089， A/C Citibank HK， CHIPS UID 030339， Swift Code CITIHKHX) for the account of the Builder within fourteen Banking days of the due date for payment and if not so paid shall (without prejudice to any other rights of the Builder in respect of non-payment) bear interest from the due date until payment at HK Base Rate plus 4%.

5) In the event of the Builder issuing a Stage Certificate under (3) (i) and the Buyer considering that the Builder should not have issued the same because the Instalment Event shall not have been reached， or， if reached， that the work or materials executed or incorporated by the Builder in the Yacht was not in accordance with the requirements of this Contract or in accordance with good engineering practice then the Buyer may give a Counter Notice specifying the * by reason whereof the Buyer contends that the Stage Certificate should not have been issued， and thereupon if the Parties do not agree then the matter shall be referred for resolution to an arbitrator to be agreed by the

ARTICLE VI – PROPERTY

1) The Yacht as she is constructed， and all machinery and equipment and materials， whether wholly or partially finished or unfinished， from time to time appropriated or intended for the Yacht in the Boatyard or elsewhere， shall be and remain the absolute property of the Buyer (and shall be at the risk of the Builder) and shall be within the ownership and disposition of the The builder shall， however， have a lien upon the craft， machinery and equipment and materials for recovery of all sums due under the terms of this agreement or any variation or modification

2) The builder will co-operate with and give all reasonable assistance to the buyer in relation to the measurement and registration of the

ARTICLE VII – INSURANCE

1) During the period of construction under this Contract and until delivery of the Yacht in accordance with Article IX， the Yacht and all materials， machinery and equipment allocated for the construction thereof and all items of Buyer‘s sup* actually delivered to the Builder shall be at the risk of the Builder， who shall at its own expense keep the same insured for a sum not less than 110% of the aggregate sum of the contract price plus the value of the items of Buyer’s Sup* with an approved insurer or insurers and in respect of and against all ordinary yacht building risks， being fire， storm， theft， flood， lightening， explosion， docking， undocking， launching， salvage， removal of wreck， strikes， civil commotion， malicious damage， sabotage and

2) Buyers sup* items will be delivered to the Builder at Xinhui port， at which point the risk for the items will pass to the

3) A certificate of insurance showing that the necessary cover is in place shall be delivered to the Buyer if so

4) In the event of an actual， constructive， compromised or arranged total loss of the Yacht prior to Delivery of the same to the Buyer， either the Buyer or the Builder shall be entitled to terminate this Contract by serving up on the Builder or the Buyer， as the case may be， written notice of termination， such notice to be dispatched within fourteen days of the date upon which the insurers accept that the Yacht has become an actual constructive， compromised or arranged total

5) In the event of any loss or damage being sustained by the Yacht prior to delivery which does not constitute an actual， constructive， compromised or arranged total loss， the Builder shall repair and make good that loss or damage (hereinafter referred to as a ‘partial loss’) at the cost of the Builder and whether or not sufficient insurance funds may be

6) The proceeds of the insurance referred to in paragraph (1) of this Article shall be dealt with as follows：

If the insurance proceeds are in respect of an actual or constructive or compromised or arranged total loss then they shall be applied firstly in reimbursement to the Buyer of the amount of all payments， if any， made by the Buyer to the Builder under this Contract and in reimbursement of the value of any items of Buyer‘s Sup* and， secondly， in payment of any balance to the

7) Following Delivery of the Yacht， the Buyer shall accept all risk in the Yacht including all materials， machinery and equipment thereof， and the Buyer shall at its own expense be responsible for all insurance risks

ARTICLE VIII – TESTS

1) Prior to delivery of the Yacht to the Buyer， the Builder shall carry out the tests provided for in the Quality Documentation， including but not limited to： a) Noise and vibration

b) Hose and pressure tests

c) Motoring trials within the confines of the West

2) The Builder shall give the Buyer reasonable written notice of the time and place at which each of the tests is to be carried

ARTICLE IX – DELIVERY

1) The Yacht shall be delivered to the Buyer by the Builder at a mutually agreed place in Hong Kong Harbour on or before the Contract Delivery Date， or as the said Contract Delivery Dates may have been extended in accordance with the provisions of Articles III or

2) Provided that all instalments and other sums as set out and contained in Article V are fully paid then the Delivery of the Yacht shall be effected forthwith by the concurrent signature by the Buyer and the Builder of a Certificate of Delivery and Acceptance acknowledging Delivery of the Yacht by the Builder and acceptance thereof by the Buyer provided that the signature thereof by the Buyer shall not operate as a waiver of any rights which the Buyer might otherwise have in respect of the 3) Upon delivery， the risk in the Yacht delivered shall pass to the Buyer， it being expressly understood that， until Delivery is effected， the Yacht and their equipment are at the entire risk of the

4) The Buyer shall take possession of the Yacht immediately upon

5) If the Builder is unable to tender the Yacht for Delivery within sixty days (‘the Period of Grace’) of the Contract Delivery Date， the Builder shall pay to the Buyer as agreed and liquidated damages the sum of US$100 for each day the Yacht is not so tendered for the first thirty day period of delay after the period of grace， then US$250 for each subsequent day the Yacht is not so tendered and until satisfactory delivery is

6) If any items on the Yacht are incomplete when that Yacht is otherwise ready for delivery and the Buyer and the Builder agree that such items do not materially affect the operation of the Yacht nor are likely to cause damage or deterioration， then the Buyer will not unreasonably withhold its consent to take Delivery of the Yacht subject to the right of the Buyer to have such items completed in a manner to be mutually agreed upon in writing between the Builder and the Buyer and at the cost of the

ARTICLE X – DEFAULT OF THE BUILDER

1) The Builder shall be in default and this Contract may be terminated by the Buyer by notice in writing to the Builder if at any time before Delivery of either Yacht： a) The Builder without just cause refuses to proceed with the construction of the Yacht;

b) An order is made or an effective resolution is passed for the winding up of the Builder or a receiver or administrator is appointed of the whole or any part of the undertaking of the Builder or;

c) The Buyer is entitled to reject the yacht under Article III Sub Para 5 and if the builder does not rectify the defect or omission in a reasonable

d) It shall become apparent during the period allowed for construction of the Yacht that the Builder shall be two months in arrears in relation to the Critical Build Chart (such arrears not being in respect of Force Majeure) in respect of the

2) In the event of the Buyer terminating this Contract in accordance with paragraph (1) of this Article， the Buyer shall be entitled to take possession of the Yacht in its unfinished state and complete the same， or have the same completed， elsewhere at a mutually agreed The costs incurred by the Buyer in completing the Yacht including all costs of transportation and insurance shall be deducted from the remaining instalments of the Contract If the said costs shall exceed the amount of the remaining instalments of the Contract Price， the Builder shall pay the difference to the

3) Upon the Buyer taking possession of the Yacht， in terms of the foregoing paragraph(a) the property and risk in the Yacht and all its materials， machinery， apparatus， outfit and equipment shall pass to the Buyer， and (b) save as provided in paragraph (2) all the obligations， duties and liabilities of each of the parties to the other， under this Contract， shall forthwith be completely

4) When any sum is payable by the Builder to the Buyer by way of liquidated damages pursuant to the provisions of this Contract， payment shall be made within fourteen days of Delivery (and not deducted from sums due to the Builder on Delivery) and shall be in full and final satisfaction of all claims on behalf of the Buyer in respect of the * which gave rise to the payment， without prejudice， however， to any other claim of the Buyer in respect of * other than

5) Notice of termination by the Buyer shall be given in writing and shall be effective fourteen days after receipt by the Builder unless the Builder shall have then remedied the

ARTICLE XII – DEFAULT OF THE BUYER

(1) The Buyer shall be in default and this Contract may， at the discretion of the Builder， be suspended in whole or in part， or terminated， by the Builder， by notice in writing to the Buyer， if：

(a) The Buyer fails to pay any instalment of the Contract Price within seven banking days of its becoming due and payable in accordance with Article V; or

(b) The Buyer， without due cause， fails to accept the Yacht and pay all sums due on Delivery within seven days of the Yacht being tendered for Delivery in accordance with this

(c) The buyer fails to sup* the materials， components and equipment in accordance with this contract the buyer having been notified in writing by the builder of the material， components or equipment which the buyer has failed to sup* to the builder and

B) The buyer having failed to make such sup* within seven (7) days of receipt of such notice and

Such failure to sup* or delay causes the builder actual direct delay or additional

(2) If the Builder suspends the Contract， the period of suspension shall endure until：

(a) The Buyer has remedied the default; or

(b) Notice of termination of the Contract is given by the Builder to the Buyer; or

(c) The Builder otherwise intimates to the Buyer that work under the Contract is to be

3) Notice of termination by the Builder under this Article shall be given by fax and confirmed in writing and shall be effective seven days after receipt thereof by the Buyer， whereupon the Builder shall (unless the Buyer shall have then remedied the default) be entitled to exercise the rights provided for in paragraph (5)。 4) The Builder shall be entitled to terminate this Contract forthwith， by notice given by fax and confirmed in writing， upon an order being made or an effective resolution being passed for the winding up of the Buyer (other than a members‘ voluntary winding up for the purpose of amalgamation or reconstruction) or a receiver or administrator being appointed of the whole or part of the undertaking of the

5) If the Builder shall terminate this Contract under this Article the Builder shall be entitled (in addition to interest as provided in Article V (4)) to the proved loss resulting from the Buyer‘s The Builder shall sell the Yacht by public auction， or tender， or private sale， at its discretion， and shall ap* the proceeds of sale (after deducting the expenses of sale including the cost of completing the Yacht for sale) together with any instalments of the Contract Price paid under Article V as follows：

i) In satisfaction of the balance due to the Builder under this Contract; and

ii) In making over the balance， if any， to the ARTICLE XII – GUARANTEE

1) The Builder guarantees the Yacht and all parts and equipment thereof manufactured or furnished or supplied by the Builder or the Builder‘s supplier or subcontractor under this Contract (including installation by the Builder of items of Buyer’s sup*) against all defects which are due to faulty workmanship， for a period of twelve months from the Date of Delivery of the Yacht to the Buyer (‘the Guarantee Period’)。 Such guarantee will not subsist， to the extent the defect directly results from a procedure specified or approved by the buyer and not faulty The guarantee provided in this paragraph (‘the Builder’s Guarantee‘) is subject to the provisions of this

2) The Buyer or its Representative shall notify the Builder in writing， within 30 days after discovery of any defect for which a claim is made under the Builder‘s The Buyer’s written notice shall so far as possible include full details as to the nature of the defect and the extent of the damage caused

3) The Builder shall have no obligation under the Builder‘s Guarantee for any defects discovered prior to the date of expiry of the Guarantee Period unless the Builder receives notice of such defects not later than thirty days after such date of The Builder has no obligation in respect of defects discovered after the date of expiry of the Guarantee

4) The Builder‘s Guarantee shall be limited to remedying at its expense (including any attributable dry-docking charges) any defect against which the Yacht or any part or equipment thereof is guaranteed hereunder by making all necessary repairs and replacements in the Boatyard provided that if the Yacht cannot conveniently be brought to the Boatyard the Builder shall pay to the Buyer as full and final compensation the equivalent in United States dollars of the amount that the Builder would charge the Buyer on an arm’s length basis (including any attributable dry-docking charges) if the defects had been made good at the Boatyard， or the actual cost of repair， whichever is the

ARTICLE XIII – PATENTS， TRADE MARKS， COPYRIGHTS

All documentation and drawings provided by the Buyer for the Builder shall remain the copyright of the However for his own use in respect of and for the duration of this Contract only， the Builder has the permission of the Buyer to copy relevant documentation and

ARTICLE XIV – LAW

This Contract shall be construed and interpreted in accordance with the laws of Hong Kong and the Parties hereby submit to the exclusive jurisdiction of the Courts of the Hong Kong Special Economic Region of the Peoples Republic of

ARTICLE XV – ASSIGNMENT

Neither of the Parties hereto shall be entitled to assign or transfer or subcontract any of its rights or duties hereunder without the prior written consent of the other， provided that this Article shall not operate to prevent the Builder subcontracting the

ARTICLE XVI – COMMUNICATIONS

Unless expressly provided otherwise in this Contract， all notices and communications required to be given hereunder shall be in writing (which expression includes facsimile messages and email messages) and shall be addressed to the Buyer at： Ho Chi Minh City， Vietnam， Tel： _______， fax：_______， email KKK， and to the Builder at： ， Kowloon， Hong Kong， Tel： _______， Fax： _______， email： Each party shall bear all the costs of its own

ARTICLE XVII – WAIVER

Any waiver， or neglect， or forbearance by either Party to require or enforce any of the provisions of this Contract， at any time， shall not prejudice or affect any right of that party afterwards to act strictly in accordance with the provisions herein

ARTICLE XVIII – ENTIRE CONTRACT

This Contract constitutes the entire agreement between the Builder and the Buyer in relation to the construction and purchase of the Yacht and neither Party places any reliance whatsoever on any representations， statements or understandings， whether oral or in writing， made prior to the date of execution of this Contract， other than those representations， agreements， statements and understandings expressly incorporated in this

ARTICLE XIX – DESIGN

The Buyer accepts that the Yacht， as constructed by the Builder according to the Design Specifications， will be fit for the purpose intended by the

IN WITNESS WHEREOF the Parties hereto have subscribed this Contract by their representatives duly authorised in that behalf，

______________________。

for AAA‘S YACHT COMPANY (Signature and Date)

______________________。

WITNESS (Print Name， Address and Date)

WITNESS (Signature and Date)

______________________。

BBB CC

______________________。

WITNESS (Print Name， Address and Date)

______________________。

WITNESS (Signature and Date)

YACHT BUILD AGREEMENT2

DATED： ______________________
　　between
　　______‘s Yacht Company Limited， Hong （Hereinafter referred to as “the Builder”）
　　and
　　BBB CC， Vietnam， （Hereinafter referred to as “the Buyer”）
　　WHEREAS：
　　1） The Buyer wishes to acquire a AAA‘s Cape 65 Trawler Yacht （the yacht） designed by Thanos Condylis， and built to the Buyer’s stated requirements and specification， and the Builder has the capability， knowledge and skills to build and sup* the
　　2） The Builder has agreed to construct， equip， fit-out， test and deliver the Yacht to the Buyer‘s stated requirements and specification， which the Buyer has agreed to accept upon the terms and conditions here in after specified：
　　Now therefore the Parties hereto have agreed and do hereby agree as follows：
　　ARTICLE I - INTERPRETATION
　　1） In this Contract the following words and expressions shall have the meaning hereby ascribed to them， except where the context otherwise admits or requires：
　　“Banking Days” Shall mean days upon which Hong Kong clearing banks are customarily open for
　　“the Builder‘s Clarifications” Shall mean the documents so entitled forming part of this Contract and set out as Annexes hereto； （See also Item （2） of this ）
　　“Buyer‘s Representative（s）” Shall mean such persons notified from time to time by the Buyer as having authority to act for the Buyer， the extent of such authority being set out in the notice；
　　“Items of Buyer‘s sup*” Shall mean any item of equipment and stores for the Yacht ordered by the Buyer direct from the manufacturer or the supplier， for incorporation in the Yacht by the Builder；
　　“Items of Builder‘s sup*” Shall mean any item of equipment and stores for the Yacht ordered by the Builder direct from the manufacturer or the supplier， for incorporation in the Yacht；
　　“the Certifying / Survey Body” Shall mean the body responsible for the survey and certification of the yacht to the requirements of the
　　“the Contract” Shall mean （a） this Contract， and （b） the attached Annexes and schedule more particularly described
　　“the Contract Delivery Date” Shall mean no later than ________；
　　“the Contract Master Programme” Shall mean the programme for construction of the Yacht， set out in Annex D；
　　“the Contract Price” Shall mean the price stipulated in Article V for the Yacht， Yard Number 005；
　　“the Yacht” Shall mean the yacht the subject of this Contract and generally as described in Article II， with all the machinery， apparatus， outfit， materials， and equipment appurtenant thereto， but excluding the items of Buyer‘s “the Boatyard” Shall mean AAA‘s Yacht Company， Xinhui，
　　“the Design Specifications” Shall mean the specifications， designs， plans and drawings， set out in Schedule A， prepared and signed by the Buyer， identified as forming part of this Contract， and including such revised or supplemental specifications， plans and drawings as may subsequently be agreed between the Buyer and the Builder PROVIDED that （i） in the case of any inconsistency between any Article or paragraph of this Contract and the Design Specifications， this Contract shall prevail， （ii） in the case of any inconsistency between the Design Specifications and a plan or drawing， the Design Specification shall prevail， and （iii） in the case of any inconsistency between one plan or drawing and another plan or drawing， the later in date shall prevail；
　　"Schedule A" Shall mean the agreed schedule of drawings
　　“Annex A” Shall mean the list of materials， components and equipment defining a completed yacht；
　　"Annex B" Shall mean the agreed weld quality procedures
　　“Annex C” Shall mean the agreed Shot Blasting， Fairing， Painting and foaming Specifications
　　"Annex D“ Shall mean the agreed production schedule master
　　“Specified” Shall mean stipulated in the specifications and Annex A；
　　“Supplier” Shall mean any person， firm or company， which has entered into a contract with the Builder for the sup* of materials， machinery， services or equipment （other than items of Buyer‘s sup*） for the yacht；
　　The Index， Article and paragraph headings， are inserted for convenience only and shall not affect the construction of this
　　Words importing the singular shall include the plural and vice
　　2） List of Builder‘s clarifications， not covered in Annex A document：
　　“Cradles for Transport” The sup* of a Cradle for shipment is excluded from this
　　“Dressing/Stepping the Mast” The dressing and stepping of mast for the Yacht is included in the Builder‘s
　　“Storage” The Builder will arrange secure storage ashore for the Yacht at the Boatyard between completion of build and handover at
　　“Fabrication” The Builder will sup* steel in pre-cut form with a test certificate in accordance with the builder‘s production and quality
　　“Welding” The Contract is based on NDT （non destructive testing） being conducted to the standards required by Det Norske Veritas class Rules for yacht and Small Craft， including 100% visual Radiography will be completed where appropriate， at the Builder‘s
All welding will be carried out in accordance with the quality plan and ISO weld procedures approved by the buyer‘s representative and will be in general accordance with Det Norske Veritas
　　“Shot Blasting” Shot Blasting of the Yacht will be in accordance with the agreed specification attached in Annex
　　“Insulation” The insulation of the Yacht will be in accordance with the agreed specification attached in Annex
　　“Fairing and Painting” The fairing and painting of the Yacht will be in accordance with the Coatings Specification attached in Annex
　　“Equipment” The responsibility for the sup* of materials and equipment will be as defined and agreed in the Components List （Annex A） for the
　　“Quality Plan Documentation” An agreed quality plan will be issued covering all aspects of the Yacht‘s construction， which will include：
　　a） Hull & Deck Fabrication
　　b） Blast and Prime
　　c） Fair and Paint
　　d） Electrical and mechanical Engineering
　　e） Fit-Out
　　ARTICLE II – DESCRIPTION
　　1） The Yacht to be constructed under this Contract is a Motor Yacht of approximately metres length overall designed by Thanos Condylis， as described in the specifications， with the following main particulars：
　　Approximate Dimensions
　　Length overall about metres
　　Length on the water line about metres
　　Beam （max） about metres
　　Draft about metres
　　2） A distinctive yard Number shall be placed upon each Yacht and her materials and outfit， during The Yard Number of the Yacht shall be
　　ARTICLE III – CONSTRUCTION， MATERIALS AND INSPECTION
　　1） The Yacht and her machinery， outfit， equipment， materials and workmanship shall be in accordance with this Contract and the Design
　　2） In principle the builder will sup* all material， components and equipment for the yacht as set out in Annexe Any additional material， components or equipment procured by the builder will be billed to the buyer at delivered cost plus 15%. However the builder must notify the buyer in writing prior to procurement of the cost and quantity of any items for which the builder intends to be billed to the buyers
　　3） In the event of any delay of delivery of material， components and equipment which are items of Buyer‘s sup*， by the buyer resulting in delays to the production schedule set out in Annexe E， the contract delivery period may be extended by the amount of the Provided always that the builder will use his best endeavours to minimise the delay so caused by re-sche**ng work to utilise the material， components and equipment that have already been delivered to the
　　4） If any specified materials are not available when required for incorporation on the Yacht， the Builder shall be at liberty to use other suitable materials in substitution therefore， subject to the approval of the Buyer， which approval shall not be unreasonably Any adjustment to the Contract， Delivery Date or Design Specification resulting from such substitution shall be made in accordance with the provisions of Article
　　5） During construction of the Yacht， the Builder will permit the Buyer‘s Representative to attend the tests specified in Article VIII and to have access to the Boatyard during ordinary working hours while work is proceeding on the The builder must give reasonable notice of such tests to the Buyer’s Representative in The Builder will use its reasonable endeavours to arrange for the Buyer‘s Representative to have access to the premises of the Builder"s subcontractors for the purpose of inspecting materials and If， during construction， the Buyer or his Representative alleges any defect or omission in the Yacht they shall， if required by the Builder， immediately specify the same in If the Builder agrees that there has been a defect the Builder will at its own cost， before delivery， rectify the
　　6） The build will be subject to regular inspections by the Accommodation， meals and entertainment in China for the Buyer‘s staff that are paid for by the builder， will be invoiced to the buyer at The buyer will cover his own travel costs to and from the
　　7） The Builder undertakes to provide a suitably qualified （English speaking） Marine Engineer to act as a liaison person with the Buyer throughout the duration of this
　　8） Where practical the Builder shall take and make available to the Buyer， digital photographic evidence of all construction， painting and fit out stages during the Yacht‘s Such digital information will be sent to the Buyer or the Buyer’s Representative by electronic means and at such frequency to allow the Buyer or the Buyer‘s representative to monitor the course of the Yacht’s
　　9） The materials， components and equipment for the Yacht （as detailed and agreed on the Component Sup* List in Annex A） that are the Builder‘s sup* will be shipped to the Boatyard by the builder at his Shipping costs of Items of Buyer’s sup* will be at the Buyer‘s cost together with associated export and import procedures， duties and
　　10） The Builder‘s premises shall have the necessary facilities and equipment to construct the Yacht to the agreed standards and The facilities and equipment will include shot blasting equipment， airless spray equipment， bolt welding capacitor， heavy duty pulse MIG welding equipment and environmental monitoring equipment capable of providing a record of temperature， humidity and dew
　　ARTICLE IV – MODIFICATIONS　　
　　1） At any time prior to Delivery of the Yacht the Buyer through the Buyers" Representative may request， in writing， modifications or 　　additions to or deletions from the Design Specifications and Schedule
　　The Builder shall not be obliged to accede to any request under this paragraph （1） unless：
　　i） It is reasonable and practicable for the Builder to do so having regard to the stage of construction which the Yacht has reached and to the Builder‘s Boatyard programme；
　　ii） The Parties shall first agree in writing in relation to such modifications， additions， or deletions：
　　（1） Any increase or decrease in the Contract Price and variation of the payment terms for the Yacht；
　　（2） Any extension of the Contract Delivery Date；
　　（3） Any alteration of the terms of this Contract or the Design Specification or Annex
Provided that the Builder shall be entitled to continue production in accordance with the Design Specifications and Schedule A until agreement has been reached as provided in this sub-paragraph ii）。
　　2） The Builder shall not make changes in constructional details or materials of the Yacht without the agreement of the Buyer in
　　ARTICLE V – PRICE AND TERMS OF PAYMENT
　　The Builder has agreed to complete the construction， outfit and delivery of the Yacht for the Buyer on the following
　　 The contract price for the yacht will be US$850，000 （Eight hundred and fifty thousand US dollars）
　　 Payment of the firm price for the Yacht， shall， subject to paragraph 3） hereof be made in instalments from the Buyer to the Builder as follows：
　　Instalment Event
　　a） Initial deposit of US$127，500 （one hundred and twenty seven thousand five hundred） payable on the signing
　　b） Upon arrival of all structural building materials in the Boatyard， US$127，500 （one hundred and twenty seven thousand five hundred）
　　c） On satisfactory completion of the Yacht‘s structural steel work US$127，500 （one hundred and twenty seven thousand five hundred）
　　d） On satisfactory completion of the Yacht‘s interior painting and insulation stages， substantial completion of the Yacht’s interior furniture built off the Yacht， and at the start of fit out， US$127，500 （one hundred and twenty seven thousand five hundred）
　　e） On satisfactory completion of the Yacht‘s exterior painting stages， US$127，500 （one hundred and twenty seven thousand five hundred）。
　　f） On satisfactory installation of the Yacht‘s engines， generators and main engine room systems， together with installation of the fly bridge structure， US$127，500 （one hundred and twenty seven thousand five hundred）。
　　g） On delivery and final acceptance of the Yacht by the Buyer US$85，000 （Eighty five thousand）。
　　2） The Builder shall， by not less than fourteen days notice in writing， advise the Buyer of the date upon which each instalment of the Contract Price shall become
　　（i） Subject to the Builder‘s compliance with the notice provisions of the foregoing paragraph， each of the said instalments shall become due and payable upon the appropriate Instalment Event， subject to receipt by the Buyer of the Builder’s invoice thereof， accompanied by a “Stage Certificate” Issued by the Builder certifying that the appropriate Instalment Event has taken
　　（ii） Prior to each Instalment Event， the Builder shall notify the Buyer， in writing， of the amount of any reduction in， or addition to， the Contract Price， in accordance with the terms of this The instalment due on the forthcoming Instalment Event shall be adjusted to take account of any such amendment to the Contract
　　4） The amount of each instalment of the Contract Price shall be paid direct to AAA‘s Yacht Company Limited， A/C number 0842-5094 at Citibank Hong Kong， （Routed via Citibank NY， ABA # 021000089， A/C Citibank HK， CHIPS UID 030339， Swift Code CITIHKHX） for the account of the Builder within fourteen Banking days of the due date for payment and if not so paid shall （without prejudice to any other rights of the Builder in respect of non-payment） bear interest from the due date until payment at HK Base Rate plus 4%.
　　5） In the event of the Builder issuing a Stage Certificate under （3） （i） and the Buyer considering that the Builder should not have issued the same because the Instalment Event shall not have been reached， or， if reached， that the work or materials executed or incorporated by the Builder in the Yacht was not in accordance with the requirements of this Contract or in accordance with good engineering practice then the Buyer may give a Counter Notice specifying the * by reason whereof the Buyer contends that the Stage Certificate should not have been issued， and thereupon if the Parties do not agree then the matter shall be referred for resolution to an arbitrator to be agreed by the
　　ARTICLE VI – PROPERTY
　　1） The Yacht as she is constructed， and all machinery and equipment and materials， whether wholly or partially finished or unfinished， from time to time appropriated or intended for the Yacht in the Boatyard or elsewhere， shall be and remain the absolute property of the Buyer （and shall be at the risk of the Builder） and shall be within the ownership and disposition of the The builder shall， however， have a lien upon the craft， machinery and equipment and materials for recovery of all sums due under the terms of this agreement or any variation or modification
　　2） The builder will co-operate with and give all reasonable assistance to the buyer in relation to the measurement and registration of the
　　ARTICLE VII – INSURANCE
　　1） During the period of construction under this Contract and until delivery of the Yacht in accordance with Article IX， the Yacht and all materials， machinery and equipment allocated for the construction thereof and all items of Buyer‘s sup* actually delivered to the Builder shall be at the risk of the Builder， who shall at its own expense keep the same insured for a sum not less than 110% of the aggregate sum of the contract price plus the value of the items of Buyer’s Sup* with an approved insurer or insurers and in respect of and against all ordinary yacht building risks， being fire， storm， theft， flood， lightening， explosion， docking， undocking， launching， salvage， removal of wreck， strikes， civil commotion， malicious damage， sabotage and
　　2） Buyers sup* items will be delivered to the Builder at Xinhui port， at which point the risk for the items will pass to the
　　3） A certificate of insurance showing that the necessary cover is in place shall be delivered to the Buyer if so
　　4） In the event of an actual， constructive， compromised or arranged total loss of the Yacht prior to Delivery of the same to the Buyer， either the Buyer or the Builder shall be entitled to terminate this Contract by serving up on the Builder or the Buyer， as the case may be， written notice of termination， such notice to be dispatched within fourteen days of the date upon which the insurers accept that the Yacht has become an actual constructive， compromised or arranged total
　　5） In the event of any loss or damage being sustained by the Yacht prior to delivery which does not constitute an actual， constructive， compromised or arranged total loss， the Builder shall repair and make good that loss or damage （hereinafter referred to as a ‘partial loss’） at the cost of the Builder and whether or not sufficient insurance funds may be
　　6） The proceeds of the insurance referred to in paragraph （1） of this Article shall be dealt with as follows：
　　If the insurance proceeds are in respect of an actual or constructive or compromised or arranged total loss then they shall be applied firstly in reimbursement to the Buyer of the amount of all payments， if any， made by the Buyer to the Builder under this Contract and in reimbursement of the value of any items of Buyer‘s Sup* and， secondly， in payment of any balance to the
　　7） Following Delivery of the Yacht， the Buyer shall accept all risk in the Yacht including all materials， machinery and equipment thereof， and the Buyer shall at its own expense be responsible for all insurance risks
　　ARTICLE VIII – TESTS
　　1） Prior to delivery of the Yacht to the Buyer， the Builder shall carry out the tests provided for in the Quality Documentation， including but not limited to： a） Noise and vibration
　　b） Hose and pressure tests
　　c） Motoring trials within the confines of the West
　　2） The Builder shall give the Buyer reasonable written notice of the time and place at which each of the tests is to be carried
　　ARTICLE IX – DELIVERY
　　1） The Yacht shall be delivered to the Buyer by the Builder at a mutually agreed place in Hong Kong Harbour on or before the Contract Delivery Date， or as the said Contract Delivery Dates may have been extended in accordance with the provisions of Articles III or
　　2） Provided that all instalments and other sums as set out and contained in Article V are fully paid then the Delivery of the Yacht shall be effected forthwith by the concurrent signature by the Buyer and the Builder of a Certificate of Delivery and Acceptance acknowledging Delivery of the Yacht by the Builder and acceptance thereof by the Buyer provided that the signature thereof by the Buyer shall not operate as a waiver of any rights which the Buyer might otherwise have in respect of the 3） Upon delivery， the risk in the Yacht delivered shall pass to the Buyer， it being expressly understood that， until Delivery is effected， the Yacht and their equipment are at the entire risk of the
　　4） The Buyer shall take possession of the Yacht immediately upon
　　5） If the Builder is unable to tender the Yacht for Delivery within sixty days （‘the Period of Grace’） of the Contract Delivery Date， the Builder shall pay to the Buyer as agreed and liquidated damages the sum of US$100 for each day the Yacht is not so tendered for the first thirty day period of delay after the period of grace， then US$250 for each subsequent day the Yacht is not so tendered and until satisfactory delivery is
　　6） If any items on the Yacht are incomplete when that Yacht is otherwise ready for delivery and the Buyer and the Builder agree that such items do not materially affect the operation of the Yacht nor are likely to cause damage or deterioration， then the Buyer will not unreasonably withhold its consent to take Delivery of the Yacht subject to the right of the Buyer to have such items completed in a manner to be mutually agreed upon in writing between the Builder and the Buyer and at the cost of the
　　ARTICLE X – DEFAULT OF THE BUILDER
　　1） The Builder shall be in default and this Contract may be terminated by the Buyer by notice in writing to the Builder if at any time before Delivery of either Yacht： a） The Builder without just cause refuses to proceed with the construction of the Yacht；
　　b） An order is made or an effective resolution is passed for the winding up of the Builder or a receiver or administrator is appointed of the whole or any part of the undertaking of the Builder or；
　　c） The Buyer is entitled to reject the yacht under Article III Sub Para 5 and if the builder does not rectify the defect or omission in a reasonable
　　d） It shall become apparent during the period allowed for construction of the Yacht that the Builder shall be two months in arrears in relation to the Critical Build Chart （such arrears not being in respect of Force Majeure） in respect of the
　　2） In the event of the Buyer terminating this Contract in accordance with paragraph （1） of this Article， the Buyer shall be entitled to take possession of the Yacht in its unfinished state and complete the same， or have the same completed， elsewhere at a mutually agreed 　　The costs incurred by the Buyer in completing the Yacht including all costs of transportation and insurance shall be deducted from the remaining instalments of the Contract If the said costs shall exceed the amount of the remaining instalments of the Contract Price， the Builder shall pay the difference to the
　　3） Upon the Buyer taking possession of the Yacht， in terms of the foregoing paragraph（a） the property and risk in the Yacht and all its materials， machinery， apparatus， outfit and equipment shall pass to the Buyer， and （b） save as provided in paragraph （2） all the obligations， duties and liabilities of each of the parties to the other， under this Contract， shall forthwith be completely
　　4） When any sum is payable by the Builder to the Buyer by way of liquidated damages pursuant to the provisions of this Contract， payment shall be made within fourteen days of Delivery （and not deducted from sums due to the Builder on Delivery） and shall be in full and final satisfaction of all claims on behalf of the Buyer in respect of the * which gave rise to the payment， without prejudice， however， to any other claim of the Buyer in respect of * other than
　　5） Notice of termination by the Buyer shall be given in writing and shall be effective fourteen days after receipt by the Builder unless the Builder shall have then remedied the
　　ARTICLE XII – DEFAULT OF THE BUYER
　　（1） The Buyer shall be in default and this Contract may， at the discretion of the Builder， be suspended in whole or in part， or terminated， by the Builder， by notice in writing to the Buyer， if：
　　（a） The Buyer fails to pay any instalment of the Contract Price within seven banking days of its becoming due and payable in accordance with Article V； or
　　（b） The Buyer， without due cause， fails to accept the Yacht and pay all sums due on Delivery within seven days of the Yacht being tendered for Delivery in accordance with this
　　（c） The buyer fails to sup* the materials， components and equipment in accordance with this contract the buyer having been notified in writing by the builder of the material， components or equipment which the buyer has failed to sup* to the builder and
B） The buyer having failed to make such sup* within seven （7） days of receipt of such notice and
Such failure to sup* or delay causes the builder actual direct delay or additional
　　（2） If the Builder suspends the Contract， the period of suspension shall endure until：
　　（a） The Buyer has remedied the default； or
　　（b） Notice of termination of the Contract is given by the Builder to the Buyer； or
　　（c） The Builder otherwise intimates to the Buyer that work under the Contract is to be
　　3） Notice of termination by the Builder under this Article shall be given by fax and confirmed in writing and shall be effective seven days after receipt thereof by the Buyer， whereupon the Builder shall （unless the Buyer shall have then remedied the default） be entitled to exercise the rights provided for in paragraph （5）。 4） The Builder shall be entitled to terminate this Contract forthwith， by notice given by fax and confirmed in writing， upon an order being made or an effective resolution being passed for the winding up of the Buyer （other than a members‘ voluntary winding up for the purpose of amalgamation or reconstruction） or a receiver or administrator being appointed of the whole or part of the undertaking of the
　　5） If the Builder shall terminate this Contract under this Article the Builder shall be entitled （in addition to interest as provided in Article V （4）） to the proved loss resulting from the Buyer‘s The Builder shall sell the Yacht by public auction， or tender， or private sale， at its discretion， and shall ap* the proceeds of sale （after deducting the expenses of sale including the cost of completing the Yacht for sale） together with any instalments of the Contract Price paid under Article V as follows：
　　i） In satisfaction of the balance due to the Builder under this Contract； and
　　ii） In making over the balance， if any， to the ARTICLE XII – GUARANTEE
　　1） The Builder guarantees the Yacht and all parts and equipment thereof manufactured or furnished or supplied by the Builder or the Builder‘s supplier or subcontractor under this Contract （including installation by the Builder of items of Buyer’s sup*） against all defects which are due to faulty workmanship， for a period of twelve months from the Date of Delivery of the Yacht to the Buyer （‘the Guarantee Period’）。 Such guarantee will not subsist， to the extent the defect directly results from a procedure specified or approved by the buyer and not faulty The guarantee provided in this paragraph （‘the Builder’s Guarantee‘） is subject to the provisions of this
　　2） The Buyer or its Representative shall notify the Builder in writing， within 30 days after discovery of any defect for which a claim is made under the Builder‘s The Buyer’s written notice shall so far as possible include full details as to the nature of the defect and the extent of the damage caused
　　3） The Builder shall have no obligation under the Builder‘s Guarantee for any defects discovered prior to the date of expiry of the Guarantee Period unless the Builder receives notice of such defects not later than thirty days after such date of The Builder has no obligation in respect of defects discovered after the date of expiry of the Guarantee
　　4） The Builder‘s Guarantee shall be limited to remedying at its expense （including any attributable dry-docking charges） any defect against which the Yacht or any part or equipment thereof is guaranteed hereunder by making all necessary repairs and replacements in the Boatyard provided that if the Yacht cannot conveniently be brought to the Boatyard the Builder shall pay to the Buyer as full and final compensation the equivalent in United States dollars of the amount that the Builder would charge the Buyer on an arm’s length basis （including any attributable dry-docking charges） if the defects had been made good at the Boatyard， or the actual cost of repair， whichever is the
　　ARTICLE XIII – PATENTS， TRADE MARKS， COPYRIGHTS
　　All documentation and drawings provided by the Buyer for the Builder shall remain the copyright of the However for his own use in respect of and for the duration of this Contract only， the Builder has the permission of the Buyer to copy relevant documentation and
　　ARTICLE XIV – LAW
　　This Contract shall be construed and interpreted in accordance with the laws of Hong Kong and the Parties hereby submit to the exclusive jurisdiction of the Courts of the Hong Kong Special Economic Region of the Peoples Republic of
　　ARTICLE XV – ASSIGNMENT
　　Neither of the Parties hereto shall be entitled to assign or transfer or subcontract any of its rights or duties hereunder without the prior written consent of the other， provided that this Article shall not operate to prevent the Builder subcontracting the
　　ARTICLE XVI – COMMUNICATIONS
　　Unless expressly provided otherwise in this Contract， all notices and communications required to be given hereunder shall be in writing （which expression includes facsimile messages and email messages） and shall be addressed to the Buyer at： Ho Chi Minh City， Vietnam， Tel： _______， fax：_______， email KKK， and to the Builder at： ， Kowloon， Hong Kong， Tel： _______， Fax： _______， email： Each party shall bear all the costs of its own
　　ARTICLE XVII – WAIVER
　　Any waiver， or neglect， or forbearance by either Party to require or enforce any of the provisions of this Contract， at any time， shall not prejudice or affect any right of that party afterwards to act strictly in accordance with the provisions herein
　　ARTICLE XVIII – ENTIRE CONTRACT
　　This Contract constitutes the entire agreement between the Builder and the Buyer in relation to the construction and purchase of the Yacht and neither Party places any reliance whatsoever on any representations， statements or understandings， whether oral or in writing， made prior to the date of execution of this Contract， other than those representations， agreements， statements and understandings expressly incorporated in this
　　ARTICLE XIX – DESIGN
　　The Buyer accepts that the Yacht， as constructed by the Builder according to the Design Specifications， will be fit for the purpose intended by the
　　IN WITNESS WHEREOF the Parties hereto have subscribed this Contract by their representatives duly authorised in that behalf，
　　______________________。
　　for AAA‘S YACHT COMPANY （Signature and Date）
　　______________________。
　　WITNESS （Print Name， Address and Date）
　　WITNESS （Signature and Date）
　　______________________。
　　 BBB CC
　　______________________。
　　WITNESS （Print Name， Address and Date）
　　______________________。
　　WITNESS （Signature and Date）

YACHT BUILD AGREEMENT3

AENDED AND RESAED PERAING AGREEEN F , LL his AENDED AND RESAED PERAING AGREEEN (the Agreeent) is entered int as f _________,_________,_________(/D/Y), between AAA, , a _________(state) rpratin (AAA), and BBB AND RESAED PERAING AGREEEN F , LLhis AENDED AND RESAED PERAING AGREEEN (the "Agreeent") is entered int as f _________,_________,_________(/D/Y), between AAA, , a _________(state) rpratin ("AAA"), and BBB , a _________(state) rpratin ("BBB"), bth f whih are referred t as the "ebers" and individually as a "" Prptly fllwing the exeutin f this Agreeent, BBB intends t transfer all f its interest in the pany t US, , its indiret whlly wned subsidiary ("US") (upn suh event, the ter "BBB" as used herein shall be deeed t ap* t US fr all purpses f this Agreeent).A liited liability pany was fred in ardane with the prvisins f the _________(state) Liited Liability pany At (the "At") under the nae f , LL (the "pany") pursuant t a ertifiate f Fratin filed _________,_________,_________(/D/Y), with the _________(state) Seretary f An perating Agreeent f the pany was entered int as f that sae date, under whih AAA was the sle Pursuant t a Subsriptin Agreeent by and between BBB and the pany dated as f _________,_________,_________(/D/Y) (the "Subsriptin Agreeent"), BBB agreed t purhase an equity interest in the pany in exhange fr the apital Nte (as hereinafter defined). Additinally, AAA agreed under a ntributin Agreeent dated as f _________,_________,_________(/D/Y) by and ang AAA and the pany (the "ntributin Agreeent") t ntribute ertain assets (the "AAA ntributed Assets") t the In light f the freging, the ebers nw desire t aend and restate the perating Agreeent f the Ardingly, fr and after the date heref, the affairs f the pany will be gverned by this Aended and Restated perating In nsideratin f the freging, and f the utual prises ntained herein, the ebers agree as fllws:ARILE 1E LIIED LIABILIY he nae f the liited liability pany shall be , ertifiate f A ertifiate f Fratin that plies with the requireents f the At has been prperly filed with the _________(state) Seretary f In the future, the anagers shall exeute suh further duents (inluding aendents t the ertifiate f Fratin) and take suh further atin as shall be apprpriate r neessary t * with the requireents f law fr the fratin and peratin f a liited liability pany in all states and unties where the pany elets t arry n its he business f the pany shall be (a) t prvide advaned digital prdutin, pst-prdutin and transissin failities, digital edia strage and distributin servies, telephny-based data strage and enhaned servies, aess and ruting servies; (b) t d any and all ther things neessary, desirable r inidental t the freging purpses; and () t engage in suh ther legal and lawful business ativities as the anageent i* ay dee he pany ay sell r therwise dispse f all r substantially all f its assets and any suh sale r dispsitin shall be nsidered t be within the spe f the pany"s Registered ffie; he registered ffie f the pany shall be at _________(address), r suh ther plae in _________(state) as ay be seleted by the anageent he pany"s registered agent at suh address shall be Rihard ash "ash Flw" shall ean the exess f all ash reeipts f the pany ver all ash disburseents f the "de" shall ean the Internal Revenue de f 1986, as aended, r any suessr "anager" is defined in Setin (a) Prfit r "Prfit" r "Lss" shall ean the prfit r lss f the pany as deterined under the apital aunting rules f reasury Regulatin (S) (b)(2)(iv) fr purpses f adjusting the apital aunts f the ebers inluding, withut liitatin, the prvisins f paragraphs (b), (f) and (g) f thse regulatins relating t the putatin f ites f ine, gain, dedutin and Sharing "Sharing Rati" shall ean the perentage representing the rati that the nuber f Units wned by a eber bears t the aggregate nuber f Units wned by all f the Upn the issuane f additinal Units r the transfer, repurhase r anellatin f any utstanding Units, the Sharing Ratis f the ebers shall be realulated as f the date f suh issuane, transfer, repurhase r he realulated Sharing Rati f eah eber shall be the perentage representing the rati that the nuber f Units wned by the eber bears t the aggregate nuber f Units wned by all f the ebers after giving effet t the issuane, transfer, repurhase r reasury "reasury Regulatins" shall ean regulatins issued by the Departent f reasury under the Any referene t a speifi setin r setins f the reasury Regulatins shall be deeed t inlude a referene t any rrespnding prvisin f future regulatins under the "Unit" shall ean an equity interest in the he pany shall have tw lasses f Units: lass A and lass he tw lasses f Units shall be idential in all respets exept fr their respetive Vting he nuber f Units wned by eah eber shall be deterined in nnetin with the issuane f a ebership interest in the pany in exhange fr the apital ntributin ade by suh Initially the Units shall nt be represented by If the anageent i* deterines that it is in the interest f the pany t issue ertifiates representing the Units, ertifiates shall be issued and the Units shall be represented by suh he pany is authrized t issue _________ lass A Units and _________ lass B Vting (a) With respet t the lass A Units, "Vting Interest" shall ean that nuber f lass A Units held by a eber, and (b) with respet t the lass B Units, "Vting Interest" shall ean that nuber f lass B Units held by a eber divided by 3APIAL Initial apital (a) In ardane with the ters f the ntributin Agreeent, AAA has ntributed t the pany all f its right, title and interest in and t the AAA ntributed As a result f suh ntributin, AAA has been redited with a apital aunt equal t $ _________, and has reeived $ _________ lass A (b) In ardane with the ters f the Subsriptin Agreeent, BBB has agreed t ntribute t the pany, effetive as f the date heref, a prissry nte (the "apital Nte") in the aunt f $ _________, and suh aunt shall be redited t its apital aunt when and as the payents f prinipal are ade n the apital As a result f its agreeent t ake suh ntributin and pursuant t the Subsriptin Agreeent, BBB is hereby AAAtted as a eber f the pany, and has reeived $ _________ lass A () As a result f the transatins desribed abve, the ebers wn the nuber and lasses f Units and have apital aunt balanes attributable t the Units as set frth belw:lass A Units lass B Units apital Aunt Balane AAA $ _________ -- $ _________ BBB $ _________ -- $ (d) Based n the abve, the initial Sharing Rati f AAA is 5%, and the initial Sharing Rati f BBB is 5% Additinal apital (a) If, fr tie t tie in the reasnable judgent f the anageent i*, the pany requires additinal apital fr any purpse, the anageent i* is hereby authrized t ause the pany t issue additinal Units, n ters and nditins and with repayent pririties as apprved by the anageent Ntwithstanding the freging, until a third party bees a eber, Units shall nt be issued at a prie per Unit that is less than _________$.(b) If the pany desires t issue additinal Units pursuant t (a) abve, the pany hereby grants t the ebers the right f first refusal t purhase a pr rata share (equaling the eber"s respetive Sharing Rati n the day befre suh additinal Units are t be issued) f the additinal Units whih the pany prpses t If the pany prpses t issue suh additinal Units, it shall give the ebers written ntie f its intentin, desribing the prie and ters upn whih the pany prpses t issue the Eah eber shall have 15 days fr the date suh ntie is sent by the pany t agree t purhase the prtin f the additinal Units issued whih it is entitled t purhase fr the prie and upn the ters s speified in the Suh ntie shall be in writing and shall speify the quantity f additinal Units t be If any eber fails t exerise the right f first refusal within the 15-day perid, the pany shall have the right thereafter t sell r issue thse additinal Units upn ters n re favrable t the purhasers f the additinal Units than speified in the pany"s ntie t Return f apital apital ntributins shall be expended in furtherane f the business f the All sts and expenses f the pany shall be paid fr its N interest shall be paid n apital N anager shall have any persnal liability fr the repayent f any apital ntributin t a (a) he pany ay brrw additinal apital fr any sure, inluding any N eber shall be bligated t ake a lan t the (b) If fr tie t tie in the reasnable judgent f the anageent i* the pany requires additinal apital fr any purpse related t the business f the pany, the anageent i* is authrized t ause the pany t brrw suh apital, n ters and nditins as apprved by the anageent If the anageent i* deides t brrw suh apital fr a eber (the "Lan Aunt), eah eber shall be given the pprtunity, but shall nt be bligated, t lan its share f the Lan Aunt t the A eber"s share f the Lan Aunt shall be the Lan Aunt ultiplied by the eber"s Sharing he lans shall be ade within 1 days after request by the anageent i* t the Suh request shall be in writing and shall speify the aunt f the Lan If a eber des nt lan its share f the Lan Aunt (the "Shrtfall Aunt") and the ther eber des lan its share (a "Partiipating eber"), the Partiipating eber shall have the right, exerisable within 1 days after ntie, t lan the pany the Shrtfall he lans t the pany by the Partiipating ebers shall be unseured, evidened by prissry Nte f the pany, shall arue interest at a rate deterined by the anageent i*, shall be payable n a pr rata basis slely fr ash Flw prir t any distributins t ebers, and shall nt ntain any default interest r penalty Nnliquidating ash Flw shall be distributed t the ebers in aunts deeed apprpriate by the anageent i* after establishing apprpriate Exept as prvided in Setin , all distributins f ash Flw shall be ade ang the ebers in ardane with their respetive Sharing Liquidating All distributins ade in nnetin with the sale r exhange f all r substantially all f the pany assets and all distributins ade in nnetin with the liquidatin f the pany shall be ade t the ebers in ardane with their relative apital aunt balanes at the tie f 5ALLAIN F PRFI AND Deterinatin f Prfit and Prfit r Lss shall be deterined n an annual basis and fr suh ther perids as ay be Lss Exept as prvided in Setin , Lss shall be allated ang the ebers in ardane with their relative Sharing Prfit (a) Exept as prvided in Setin (b) and Setin , Prfit shall be allated ang the ebers in ardane with their relative Sharing (b) Any Prfit with respet t the sale, exhange r ther dispsitin f all r substantially all f the pany assets r with respet t the liquidatin f the pany shall be allated ang the ebers s that their apital aunt balanes are prprtinate t their Sharing () Fr purpses f Setin (b), the apital aunts f the ebers shall be deterined (i) befre giving effet t distributins under Setin ; (ii) after allating all ther ites f Prfit and Lss; and (iii) after aking all distributins under Setin Regulatry Allatins and urative (a) he "qualified ine ffset" prvisins f reasury Regulatin Setin (b)(2)(ii)(d) are inrprated herein by referene and shall ap* t adjust the allatin f Prfit and Lss therwise prvided fr under Setins and t the extent prvided in that (b) he "iniu gain" prvisins f reasury Regulatin Setin are inrprated herein by referene and shall ap* t adjust the allatin f Prfit and Lss therwise prvided fr under Setins and t the extent prvided in that () Ntwithstanding the prvisins f Setin , if during any fisal year f the pany the allatin f any lss r dedutin, net f any ine r gain, t a eber wuld ause r inrease a negative balane in a eber"s apital aunt as f the end f that fisal year, nly the aunt f suh lss r dedutin that redues the balane t zer shall be allated t the eber and the reaining aunt shall be allated t the ther Fr the purpse f the preeding sentene, a apital aunt shall be redued by the adjustents, allatins and distributins desribed in reasury Regulatins (S)(S) (b)(2)(d)(4), (5) and (6), and inreased by the aunt, if any, that the eber is bligated t restre t the eber"s apital aunt within the eaning f reasury Regulatin (S) (b)(2)(ii)() as f that tie r is deeed bligated t restre under reasury Regulatin (S) (g)(1) r (S) (i)(5).(d) All allatins pursuant t the freging prvisins f this Setin (the "Regulatry Allatins") shall be taken int aunt in puting allatins f ther ites under Setins and , inluding, if neessary, allatins in subsequent fisal years, s that the net aunts refleted in the ebers" apital aunts and the harater fr ine tax purpses f the taxable ine regnized (, as apital r rdinary) will, t the extent pssible, be the sae as if n Regulatry Allatins had been given 6ALLAIN F AXABLE INE AND In (a) Exept as prvided in Setin , eah ite f ine, gain, lss and dedutin f the pany fr federal ine tax purpses shall be allated ang the ebers in the sae anner as suh ite is allated fr apital aunt purpses under Artile (b) the extent f any reapture ine (as defined belw) resulting fr the sale r ther taxable dispsitin f a pany asset, the aunt f any gain fr suh dispsitin allated t (r regnized by) a eber (r its suessr in interest) fr federal ine tax purpses shall be deeed t nsist f reapture ine t the extent suh eber (r suh eber"s predeessr in interest) has been allated r has laied any dedutin diretly r indiretly giving rise t the treatent f suh gain as reapture Fr this purpse "reapture ine" shall ean any gain regnized by the pany (but *d withut regard t any adjustent required by setins 734 and 743 f the de) upn the dispsitin f any prperty r asset f the pany that des nt nstitute apital gain fr federal ine tax purpses beause suh gain represents the reapture f dedutins previusly taken with respet t suh prperty r Allatin f Setin 74() he ebers regnize that with respet t prperty ntributed t the pany by a eber and with respet t prperty revalued in ardane with reasury Regulatin (S) 1(b)(2)(iv)(f), there will be a differene between the agreed values r "arrying values" f suh prperty at the tie f ntributin r revaluatin and the adjusted tax basis f suh prperty at that All ites f tax depreiatin, st revery, artizatin, aunt realized and gain r lss with respet t suh assets shall be allated ang the ebers t take int aunt the bk-tax disparities in ardane with the prvisins f setins 74(b) and 74() f the de and the reasury Regulatins under thse Integratin With Setin 754 All ites f ine, gain, lss, dedutin and redit regnized by the pany fr federal ine tax purpses and allated t the ebers in ardane with the prvisins heref and all basis allatins t the ebers shall be deterined withut regard t any eletin under setin 754 f the de that ay be ade by the pany; prvided, hwever, suh allatins, ne ade, shall be adjusted as neessary r apprpriate t take int aunt the adjustents peritted by setins 734 and 743 f the anageent (a) anageent f the pany shall be vested in a anageent i* (the "anageent i*"). he anageent i* shall nsist f six ebers (eah, a "anager"), three f wh shall be appinted by AAA, three f wh shall be appinted by he anageent i* shall have the exlusive pwer and authrity t ndut the business f the In nduting the business f the pany, the anageent i* shall have all rights, duties and pwers nferred by the At, exept as liited he anageent i* is hereby expressly authrized n behalf f the pany t ake all deisins with respet t the pany"s business and t take all atins neessary t arry ut suh N atins shall be taken, nr any deisins ade, by any anager r ffier f the pany withut the prir apprval f, r pursuant t an express delegatin f authrity by, the anageent he at f the ajrity f the ebers f the anageent i* shall be the at f the anageent Ntwithstanding the freging, all duents exeuted n behalf f the pany need nly be signed by a anager r by an ffier f the pany wh has been given the pwer and authrity t d s by the anageent (b) he anageent i* shall appint an individual t serve as the hief Exeutive ffier f the In additin, the anageent i* shall have the right t delegate all r prtins f its anageent authrity t ne r re ffiers f the Any ffier ay be reved r its authrity withdrawn at any tie by the anageent anageent i* (a) he anageent i* will hld regular quarterly eetings withut all r ntie at suh tie as will fr tie t tie be fixed by standing reslutin f the anageent (b) Speial eetings f the anageent i* ay be alled by any tw All eetings will be held upn 1 days" ntie by ail r 72 hurs" ntie delivered persnally r by telephne r A ntie need nt speify the purpse f any Ntie f a speial eeting need nt be given t any anager wh signs a waiver f ntie r a nsent t hlding the eeting r an apprval f the inutes theref, whether befre r after the eeting, r wh attends the eeting withut prtesting, prir t its eneent, the lak f ntie t suh All suh waivers, nsents and apprvals will be filed with the pany rerds r ade a part f the inutes f the () eetings f the anageent i* ay be held at any plae within r withut the State f _________(state) that has been designated in the ntie f the eeting r at suh plae as ay be apprved by the anageent anagers ay partiipate in a eeting thrugh use f nferene telephne r siilar uniatins equipent, s lng as all anagers partiipating in suh eeting an hear ne Partiipatin in a eeting in suh anner nstitutes a presene in persn at suh he anagers shall arry ut their duties in gd faith, in a anner the anagers believe t be in the best interests f the pany, and with suh are as an rdinarily prudent persn in a like psitin wuld use under siilar A anager wh s perfrs its duties shall nt have any liability by reasn f being r having been a anager f the ie Devted t he ebers and the anagers shall devte suh tie t the business f the pany as they, in their disretin, dee neessary fr the effiient arrying n f the pany"s he ebers and the anagers shall at all ties be free t engage fr their wn aunt in any business that petes with any business f the Reliane by hird N third party dealing with the pany shall be required t asertain whether any anager is ating in ardane with the prvisins f this All third parties ay rely n a duent exeuted by a anager (r an ffier duly authrized by the anageent i* t exeute suh duent) as binding the he freging prvisins shall nt ap* t third parties wh are affiliates f a eber, the anagers, r an ffier f the A anager r ffier ating withut authrity shall be liable t the ebers fr any daages arising ut f its unauthrized Any anager ay be reved at any tie with r withut ause by the eber wh appinted suh Any anager ay resign at any tie by giving written ntie t the Unless therwise speified in the ntie, the resignatin shall take effet upn reeipt by the ebers, and the aeptane f the resignatin shall nt be neessary t ake it Upn the resignatin, retireent, death r reval f any anager, the eber wh appinted suh anager will ninate and appint a replaeent ransatins Between pany and he ebers hereby aknwledge that the pany ay be required t brrw funds fr any anager r suh anager"s affiliates, fr tie t tie and at any tie, in nnetin with the business f the Eah anager is hereby authrized, withut further apprval by the ebers, t exeute all duents and take all atin neessary t nsuate any lans, seured and/r unseured by the assets f the pany, t the pany by suh anager r an affiliate f suh anager, n ters and nditins that are aeptable t suh anager and nsistent with the prvisins f Setin In additin, eah anager is hereby authrized t ntrat and deal with the pany, r ause any persn r entity affiliated with suh anager t therwise ntrat r deal with the pany, prvided suh ntrats and dealings either are n ters parable t and petitive with thse available t the pany fr thers dealing at ar"s length r are apprved by disinterested ebers having re than 5% f the Sharing Ratis f all disinterested Eah anager and eah ffier shall be reibursed by the pany fr any reasnable ut-f-pket sts inurred n behalf f the pany and a reasnable harge fr the st f general ffie and AAAnistrative verhead attributable t the perfrane f their duties t the pany, tgether with reasnable interest that has arued n suh aunts fr the date inurred until he pany shall aintain fr the prtetin f the pany and all f its ebers suh insurane as the anageent i*, in its sle disretin, dees neessary fr the peratins being he anageent i* and any ffier appinted by the anageent i* shall nt be liable t the pany r t any eber fr any at r failure t at, nr fr any errrs f judgent, but nly fr willful isndut r grss he pany shall indenify and hld harless eah eber f the anageent i*, eah ffier and their agents and e*ees against and fr any liability ther than suh persn"s willful isndut r grss Any suh indenifiatin shall be paid nly fr the assets f the pany, and n eber, anager, ffier r third party shall have reurse against the persnal assets f any eber fr suh Infral Any atin required r peritted t be taken by the anageent i* ay be taken withut a eeting if the atin is evidened by a written nsent desribing the atin taken, signed by eah eber f the anageent Atin taken under this setin is effetive when all ebers f the anageent i* have signed the nsent, unless the nsent speifies a different effetive A eber, in its apaity as a eber, shall take n part in the ntrl, anageent, diretin r peratin f the affairs f the pany and shall have n pwer t bind the A ajrity f the utstanding Vting Interests, represented in persn r by prxy, shall be neessary t nstitute a quru at eetings f the Eah f the ebers hereby nsents and agrees that ne r re ebers ay partiipate in a eeting f the ebers by eans f nferene telephne r siilar uniatin equipent by whih all persns partiipating in the eeting an hear ne anther at the sae tie, and suh partiipatin shall nstitute presene in persn at the If a quru is present, the affirative vte f the ajrity f the Vting Interests represented at the eeting and entitled t vte n the subjet atter shall be the at f the ebers, unless a greater nuber is required by the In the absene f a quru, thse present ay adjurn the eeting fr any perid, but in n event shall suh perid exeed 6 Infral Any atin required r peritted t be taken at a eeting f the ebers ay be taken withut a eeting if the atin is evidened by a written nsent desribing the atin taken, signed by eah eber entitled t Atin taken under this setin is effetive when all ebers entitled t vte have signed the nsent, unless the nsent speifies a different effetive eetings f the ebers fr any purpse r purpses ay be alled by the anageent i* r by hlders f nt less than 1% f all Vting he plae f eeting shall be the registered ffie f the Ntie f Written ntie stating the plae, day and hur f the eeting f the ebers and the purpse r purpses fr whih the eeting is alled, shall be delivered either persnally r by ail, by r at the diretin f the anageent i* r ther persn alling the eeting, t eah eber f rerd entitled t vte at suh If ailed, suh ntie shall be deeed delivered as prvided in the Waiver f ntie and atins taken at a eeting shall be effetive as prvided in the At all eetings f ebers, a eber ay vte in persn r by prxy exeuted in writing by the eber r by his duly authrized Suh prxy shall be filed with the anageent i* befre r at the tie f the N prxy shall be valid after eleven nths fr the date f its exeutin, unless therwise prvided in the ndut f At eah eeting f the ebers, a hairan fr that partiular eeting shall be he hairan shall be the eber in attendane wh has reeived the vte f the ajrity f the Vting Interests represented at the he hairan shall preside ver and ndut the eeting and shall appint sene in attendane t ake aurate inutes f the Fllwing eah eeting, the inutes f the eeting shall be sent t the anageent i* and eah ax atters AAA is hereby designated as the tax atters eber fr the pany pursuant t setin 6231(a) f the AAA is authrized t perfr, n behalf f the pany r any eber, any at that ay be neessary t ake this designatin 9AUNING AND he anageent i* shall aintain plete and aurate bks f aunt at the registered ffie f the he anageent i* shall prvide any eber any infratin requested relating t the business f the During rdinary business hurs any eber r its authrized representative shall have aess t all bks, rerds and aterials regarding the pany and its apital he anageent i* shall aintain a separate apital aunt fr eah eber in ardane with the reasury Regulatins under setin 74(b) f the de and suh ther aunts as ay be neessary r desirable t * with the requireents f appliable laws and ransfers During In rder t avid an interi lsing f the pany"s bks, the share f prfits and lsses under Artile 5 f a eber wh transfers part r all f its interest in the pany during the pany"s aunting year ay be deterined by taking its pr rata share f the aunt f suh prfits and lsses fr the he prratin shall be based n the prtin f the pany"s aunting year that has elapsed prir t the transfer r ay be deterined under any ther reasnable ethd; prvided, hwever, that any gain r lss fr the sale f pany assets shall be allated t the wner f the pany interest at the tie f suh he balane f the prfits and lsses attributable t the pany interest transferred shall be allated t the transferee f suh he bks f aunt shall be lsed prptly after the end f eah fisal As sn as pratiable thereafter, the anageent i* shall deliver a written reprt t eah eber, whih shall inlude a stateent f reeipts, expenditures, prfits and lsses fr the year, a stateent f eah eber"s apital aunt and suh additinal stateents with respet t the status f the pany"s assets and the distributin f pany funds as are neessary t advise the ebers prperly abut their investent in the Prir t arh 15th f eah year, the ebers shall als be prvided with a py f the pany federal ine tax return (Fr 165) t be filed fr the preeding Setin 754 If requested by a eber the pany shall ake the eletin prvided fr under setin 754 f the Any sts attributable t aking suh eletin shall be brne slely by the requesting 1RANSFERS; RIG F FIRS Additinal Additinal ebers shall nt be AAAtted t the pany withut the written nsent f ebers having a Sharing Rati f re than 5% ffer t ther If at any tie any eber prpses t sell, assign r therwise transfer all r any part f its interest in the pany, suh eber ("fferr") shall first ake a written ffer t sell suh interest in the pany t the ther ebers n the sae ters and subjet t the sae nditins as thse n whih the fferr prpses t transfer the interest in the Suh ffer shall state the nae f the prpsed transferee and all the ters and nditins f the prpsed transfer, inluding the prie t the prpsed Ntwithstanding anything in this Setin t the ntrary, any eber shall be free t transfer all r any prtin f its interest in the pany free f the right f first refusal prvided that suh eber transfers its interest t an entity ntrlled by the A transferee f a eber pursuant t the freging sentene shall be subjet t the right f first refusal ntained in this Setin Aeptane f he ther ebers shall have the right fr a perid f 3 days after reeipt f the ffer fr the fferr, r suh lnger perid as ay be required under Setin , t elet t purhase all f the interest in the pany In exerising their right t purhase, the ther ebers ay divide the interest ffered in any anner t whih they all agree and in the absene f agreeent the ffered interest shall be divided ang the ebers in prprtin t the relative Sharing Ratis f the ebers wh hse t exerise their rights t purhase, the ther ebers shall give written ntie t the Upn the exerise f a right t purhase and prvided the right is exerised with respet t all f the interest in the pany ffered, the purhase shall be lsed and payent ade n the sae ters and nditins as thse n whih the fferr prpses t transfer the interest in the Failure t Aept If the ther ebers d nt elet t purhase all f the interest in the pany ffered, the fferr ay transfer the ffered interest t the prpsed transferee naed in the ffer t the wever, if that transfer is nt ade within 9 days after the end f the perid prvided fr in Setin , a new ffer shall be ade t the ther ebers and the prvisins f Setins , and shall again ash If the prpsed ffer under Setin is fr nsideratin ther than ash r ash plus deferred payents f ash, the purhasing ebers ay pay the present value ash equivalent f suh ther nsideratin r ay pay using the sae instruent as nteplated by the prpsed he fferr and the purhasing ebers shall attept t agree upn a ash equivalent f suh ther If they annt agree within 2 days after the beginning f the 3-day perid under Setin , any f suh ebers ay, by five days" written ntie t the thers, initiate arbitratin preedings fr deterinatin f the ash equivalent withut regard t ine tax nsequenes t the fferr as a result f reeiving ash rather than the ther he purhasing ebers ay elet t purhase the interest at the deterined ash equivalent by ntie f suh eletin t the fferr within 1 days after the arbitratr"s Diret and Indiret Fr purpses f this agreeent, restritins upn the sale, assignent r ther transfer f a eber"s interest shall extend t any diret r indiret transfer inluding, withut liitatin, an invluntary transfer suh as a transfer pursuant t a frelsure sale r a transfer resulting by peratin f Substitutin f a (a) N assignee, legatee, r transferee (by nveyane, peratin f law r therwise) f the whle r any prtin f a eber"s interest in the pany shall have the right t bee a substituted eber withut the written nsent f ebers having a Sharing Rati f re than 5%; prvided, that AAA hereby nsents t US being a substitute eber upn the transfer f BBB"s lass A Units t he granting r denial f a request fr suh written nsent shall be within the abslute disretin f eah A substituted eber shall sueed t all the rights and interest f its assignr in the An assignee f a eber that is nt AAAtted as a eber shall be entitled nly t the distributins t whih its assignr wuld therwise be (b) If a eber shall be disslved, erged r nslidated, its suessr in interest shall have the sae rights and bligatins that suh eber wuld have had if it had nt been disslved, erged r nslidated, exept that the suessr shall nt bee a substituted eber withut the prir written nsent f ebers having a Sharing Rati f re than 5%.() As nditins t its substitutin as a eber (a) any suessr f a eber shall exeute and deliver suh instruents, in fr and substane satisfatry t the anageent i*, as the anageent i* shall dee neessary, and (b) suh suessr shall pay all reasnable expenses in nnetin with its AAAssin as a substituted nditins t N transfer f any interest in the pany therwise peritted under this agreeent shall be effetive fr any purpse whatsever until the transferee shall have assued the transferr"s bligatins t the extent f the interest transferred and shall have agreed t be bund by all the ters and nditins heref, by written instruent, duly aknwledged, in fr and substane reasnably satisfatry t the anageent ransfer t Ntwithstanding anything t the ntrary herein, the transfer by BBB f its interest in the pany t US shall nt be subjet t the right f first refusal r any ther restritin n transfer set frth in this 11AG-ALNG RIGSSubjet t the prvisins f Setin 1, in the event a eber (an "ffering eber") intends t transfer all r any part f its interest in the pany (als referred t as "ffered Interests"), suh ffering eber shall ntify eah ther eber wh has a Sharing Rati f re than 1%, in writing, f suh prpsed transfer and its ters and nditins, inluding, withut liitatin, (i) its bna fide intentin t sell r transfer the ffered Interests, (ii) the nuber and lass f Units f ffered Interests t be transferred, (iii) the prie and ters, if any, fr whih it prpses t transfer the ffered Interests and (iv) the nae and address f the prpsed purhaser r transferee and that suh purhaser r transferee is itted t aquire the stated nuber f Units n the stated prie and ters ("ffering eber Ntie"). Within ten days f the date f suh ntie, eah eber (ther than the ffering eber) shall ntify the ffering eber in writing (the "- Sale Ntie") if it elets t partiipate in suh Eah eber that s ntifies the ffering eber shall have the right t sell, at the sae prie and n the sae ters as the ffering eber, an aunt f Units equal t the Units the third party prpses t purhase ultiplied by a fratin, the nueratr f whih shall be the nuber f Units wned by suh eber and the deninatr f whih shall be the aggregate nuber f Units wned by the ffering eber and eah eber exerising its rights under this Setin Nthing ntained in this Setin 11 shall in any way liit r restrit the ffering eber"s ability t aend, dify r terinate any agreeent with a third party with respet t any transfer f its Units pursuant t this Setin 11, and the ffering eber shall have n liability t any eber with respet t suh aendent, difiatin r terinatin unless any f the freging breahes this If n -Sale Ntie is reeived during the ten-day perid referred t abve (r if the -Sale Ntie des nt ver all f the Units prpsed t be transferred), the ffering eber shall have the right, fr a sixty-day perid after the expiratin f the ten-day perid referred t abve, t transfer the Units s speified in the ffering eber Ntie (r the reaining Units) at the sae r a lwer prie and n ther ters and nditins n re favrable than thse stated in the ffering eber 12ERhe pany shall ntinue until disslved by the written nsent f ebers having a Sharing Rati f re than 5% r upn sale f all r substantially all f its 13INIIAL PUBLI nversin t If the pany deides t initiate an initial publi ffering, and if that deisin requires that the pany be restrutured int a rpratin (the "Resulting rpratin"), then, subjet t the apprval f the anageent i* pursuant t Setin (a) the Resulting rpratin will be rganized and inrprated under the Laws f the State f _________(state);(b) the ertifiate f Inrpratin and Bylaws f the Resulting rpratin will inlude standard and ustary prvisins as will then be appliable t publi rpratins inrprated under the Laws f the State f _________(state), and suh ther prvisins as ay be agreed upn by the anageent i*; and() the ebers and the pany will negtiate in gd faith with the intent f entering int a sharehlders" agreeent that will ntain ustary prvisins, inluding "tag alng" 14DISSLUIN AND Final In ase f the disslutin f the pany, a prper aunting shall be ade as prvided in Setin fr the date f the last previus aunting t the date f Upn the disslutin f the pany, the anageent i* shall selet a persn t at as liquidatr t wind up the he liquidatr shall have full pwer and authrity t sell, assign and enuber any r all f the pany"s assets and t wind up and liquidate the affairs f the pany in an rderly and businesslike All preeds fr liquidatin shall be distributed in the fllwing rder f pririty: (i) t the payent f debts and liabilities f the pany and the expenses f liquidatin; (ii) t the setting up f suh reserves as the liquidatr ay reasnably dee neessary fr any ntingent liabilities f the pany; and (iii) t the ebers in ardane with Artile Distributin in If the liquidatr shall deterine that a pany asset shuld be distributed in kind, the liquidatr shall btain an independent appraisal f the fair arket value f the asset as f a date reasnably lse t the date f Any unrealized appreiatin r depreiatin with respet t suh asset shall be allated ang the ebers (in ardane with the prvisins f Artile 5 assuing that the asset was sld fr the appraised value) and taken int nsideratin in deterining the balane in the ebers" apital aunts as f the date f Distributin f any suh asset in kind t a eber shall be nsidered a distributin f an aunt equal t the asset"s fair arket value fr purpses f Setin he liquidatr, in its sle disretin, ay distribute any perentage f any asset in kind t a eber even if suh perentage exeeds the perentage in whih the eber shares in distributins as lng as the su f the ash and fair arket value f all the assets distributed t eah eber equals the aunt f the distributin t whih eah eber is Waiver f Right t urt Deree f he ebers agree that irreparable daage wuld be dne t the pany if any eber brught an atin in urt t disslve the Ardingly, eah f the ebers aepts the prvisins f this Agreeent as its sle entitleent n terinatin f the eber"s ebership in the Eah eber hereby waives and renunes all rights t seek a urt deree f disslutin r t seek the appintent by a urt f a liquidatr fr the Artiles f Upn the pletin f the distributin f pany assets as prvided in this Artile 14, the pany shall be terinated and the persn ating as liquidatr shall file artiles f disslutin and shall take suh ther atins as ay be neessary t terinate the ethd f All nties required r peritted by this agreeent shall be in writing and shall be hand delivered r sent by registered r ertified ail, pstage prepaid, and shall be effetive when reeived r, if ailed, n the date set frth n the reeipt f registered r ertified ail, r n the fifth day after ailing, whihever is putatin f In puting any perid f tie under this agreeent, the day f the at, event r default fr whih the designated perid f tie begins t run shall nt be he last day f the perid s *d shall be inluded, unless it is a Saturday, Sunday r legal hliday, in whih event the perid shall run until the end f the next day whih is nt a Saturday, Sunday r legal 16INVESEN Investent In aquiring an interest in the pany, eah eber represents and warrants t the pany that it is aquiring suh interest fr its wn aunt fr investent and nt with a view t its sale r Eah eber regnizes that investents suh as thse nteplated by the pany are speulative and invlve substantial Eah eber further represents and warrants that it has nt reeived any guaranty r representatin upn whih it has relied nerning the pssibility r prbability f prfit r lss as a result f its aquisitin f an interest in the Investent Eah eber regnizes that: (a) its Units have nt been registered under the Seurities At f 1933, as aended, in reliane upn an exeptin fr suh registratin, (b) a eber ay nt sell, ffer fr sale, transfer, pledge r hyptheate all r any part f its interest in the pany in the absene f an effetive registratin stateent vering suh interest under the Seurities At f 1933, as aended, unless suh sale, ffer f sale, transfer, pledge r hyptheatin is exept fr registratin under the Seurities At f 1933, as aended, () the pany has n bligatin t register any eber"s interest fr sale, r t assist in establishing an exeptin fr registratin fr any prpsed sale, and (d) the restritins n transfer ay severely affet the liquidity f a eber"s 17GENERAL Entire his Agreeent ebdies the entire understanding and agreeent ang the parties nerning the pany and supersedes any and all prir negtiatins, understandings r agreeents in regard his Agreeent ay nt be aended nr ay any rights hereunder be waived exept by an instruent in writing signed by ebers having a Sharing Rati f re than 5% in the Appliable his Agreeent shall be nstrued in ardane with and gverned by the laws f the State f _________(state) Referenes t a eber, inluding by use f a prnun, shall be deeed t inlude asuline, feinine, singular, plural, individuals, partnerships, rpratins r ther legal entities where his instruent ay be exeuted in any nuber f unterparts eah f whih shall be nsidered an WINESS WEREF the parties have exeuted this Agreeent effetive as f the date first abve , BBB

By: _________ By: _________Nae: _______ Nae: _______itle: ______ itle: ______

YACHT BUILD AGREEMENT4

his agreeent is ade as f ________________________, ____, by and between ___________________________________________ (hereinafter referred t as "pany"), a rpratin duly rganized under the laws f the State f ______________, and having its prinipal plae f business at ______________________________________, and he Researh Fundatin f State University f New Yrk (hereinafter referred t as "Fundatin"), having its prinipal plae f business at 35 State Street, Albany, New Yrk 1227 (ailing address: Bx 9, Albany, New Yrk?1221-9) parties t this Agreeent have develped r aquired tehnial and ther prprietary infratin relating t Researh Fundatin Inventin ase Nuber ______________________,entitled"__________________________"(hereinafter referred t as "nfidential Infratin") and the parties wish t ensure that the infratin whih ay be dislsed t eah ther is treated in stritest f the parties desires t reeive suh nfidential Infratin fr the ther fr the liited purpse f evaluating the suitability f entering int a business relatinship r spnsrship f researh, and eah party regnizes the iprtane f safeguarding suh nfidential Infratin against unauthrized use r , therefre, in nsideratin f the dislsures ade hereunder, and venants entered int herewith, pany and Fundatin agree as and Fundatin are willing t dislse suh infratin t eah ther under the fllwing party"s nfidential Infratin shall be supplied t the ther party in written, graphi, phtgraphi, rerded, prttype, saple, r in any ther tangible fr and shall be identified as being dislsed under this nfidential Infratin whih is dislsed in ral fr shall be identified as suh at the tie f dislsure and nfired in written suary fr within thirty (3) days after its dislsure t the reeiving used in this Agreeent, "nfidential Infratin" shall ean all data, saples, tehnial and eni infratin, erializatin, linial and researh strategies, trade serets and knw-hw dislsed r prvided by ne party t the ther in ardane with Paragraph 1, exept suh infratin whih (a) an be shwn by the reeiving party t have been in its pssessin prir t dislsure t it by the ther party; (b) at the tie f dislsure hereunder is, r thereafter, bees, thrugh n fault f the reeiving party, part f the publi dain by publiatin r therwise; () is furnished t the reeiving party by a third party after the tie f dislsure hereunder as a atter f right and withut restritin n its dislsure; (d) is independently develped by e*ees r agents f the reeiving party wh have nt had aess, diret r indiret, t the nfidential Infratin reeived fr the ther; (e) is furnished t thers by the dislsing party withut restritin n dislsure; r (f) is dislsed t a third party with the written apprval f the dislsing party agrees t liit its use f any nfidential Infratin reeived fr the ther party t the evaluatin fr the additinal purpse f negtiating in gd faith the ters and nditins f a liensing r researh agreeent between the, and fr n ther purpse unless the parties shall therwise agree in party agrees t nt ake, use, sell, ffer fr sale, r have ade, any prdut r servie based upn the nfidential Infratin prvided t it withut exeuting a liensing party further agrees nt t reverse engineer r disasseble the tehnlgy dislsed t party agrees t aintain in nfidene and nt t dislse any nfidential Infratin reeived fr the ther party ther than t e*ees r agents wh have a need t knw the nfidential Infratin fr the purpse desribed in Paragraph party agrees nt t ake any pies in whle r in part f nfidential Infratin r *yze saples f tangible aterials inluded therein, whih are nt available n the pen arket r fr ther sures, fr any purpses ther than the purpses set frth in Paragraph 3, and will, upn request by the dislsing party, return all tangible aterials furnished hereunder and any ntes r eranda f nversatins relating theret, inluding any pies party reeiving nfidential Infratin under this Agreeent shall be held t the sae standard f are in prteting suh infratin as the reeiving party nrally e*s t preserve and safeguard its wn nfidential Infratin f siilar bligatin f the parties under this Agreeent shall terinate n the fifth anniversary f the date f this right r liense under any patent appliatin, patent r ther prprietary right is granted hereunder by ipliatin r Agreeent ay nt be hanged r dified r released, disharged, abandned, r therwise terinated in whle r in part, exept by an instruent in writing signed by a duly authrized ffier f eah f pany and Agreeent shall be nstrued under the laws f the State f New witness wheref, the parties heret have exeuted this Agreeent the day and year first abve Researh Fundatin f State University f New YrkBy:_____________________??Date: _____________________itle:____________________panyBy:_____________________????????????????????????????????Date: _____________________

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