YACHT BUILD AGREEMENT

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 builder.

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 time.

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 yacht.

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 cost. 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 price. if the said costs shall exceed the amount of the remaining instalments of the contract price, the builder shall pay the difference to the buyer.

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 discharged.

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 matters which gave rise to the payment, without prejudice, however, to any other claim of the buyer in respect of matters other than delay.