CONTRACT OF SALE OF VESSEL

KNOW ALL MEN BY THESE PRESENTS:

I, ARTURITO C. ROMAN Filipino, of legal age, single with

residence and post office address at Brgy. Tinago, Dumaguete City,
for and in consideration of the sum of thirty million pesos (P
30,000,000), Philippine currency, to me in hand paid by, MR. JOSE
DEGAMO, Filipino, of legal age, single, with residence and posit
office address at Manila City, Philippines, do hereby SELL,
TRANSFER and CONVEY unto the said MR. JOSE DEGAMO, his
heirs and assigns, the following vessel, described as follows, to wit:

Built : Japan
Place of Registration : Manila City
Call sign : 2U4O0
Register tonnage : 202MDJAD5252
Register number : 0282930

On the following conditions: my title thereto being evidenced

by Certificate of Ownership No. 1234567, dated October 23,2012,
issued by Collector of Customs.

1. DEPOSIT
As a security for the correct fulfillment of this contract, the
buyer shall pay a deposit of 10%-ten percent- of the Purchase Money
within 30 days from the date of this agreement. This amount shall be
deposited with Development Bank of the Philippines, Dumaguete
Branch, Negros Oriental to be held by the seller and buyer in joint
account. Any fee charged for holding said deposit shall be borne
equally by both parties.
2. PLACE AND TIME OF DELIVERY
The vessel shall be delivered and taken over in Dumaguete
City, Negros Oriental Philippines.The sellers shall keep the buyer
well posted about the vessel’s itinerary and estimated time of place of
dry docking.
Should the vessel become a total loss before delivery the
deposit shall immediately be released to the buyer and the contract
thereafter considered null and void.
The seller shall deliver the vessel to the buyer with everything
belonging to her on board and on shore. All spareparts and spare
equipment including spare tail-end shafts and spare propellers and
other navigational equipment, if any, belonging to the vessel at the
time of inspection, used or unused, whether on board or not shall
become the buyer’s property.

3. OWNERSHIP

Ownership of the vessel does not transfer to the Purchaser until

confirmation of payment.

4. ACKNOWLEDGMENT

The s acknowledges that the vessel is second hand and that the
Vendor does not warrant it to be of any particular quality or fitness of
purpose and the Purchaser has entered into this Agreement without
relying on any representation or warranty given by the Vendor or the
Vendor’s Agent (other than those expressed in this Agreement) and
the Purchaser has relied on his/her own inspection (and Surveyors, if
appropriate).

5. SURVEY

The Vendor when required by the seller shall place the Vessel
at the Vendor’s risk and expense on the hard for survey purposes.
The seller shall arrange for a survey of the Vessel by a recognized
Marine Surveyor at the seller’s expense such survey to be carried out
within fourteen days of the signing of this Agreement by both
parties. If the Survey finds the Vessel to be seriously defective or
unsound the seller shall within seven days of his receiving the
Surveyor’s report give a copy to the seller and the buyer may cancel
this Agreement or notify the seller in writing requiring the seller to
remedy any serious defect or unsoundness so found. If the Purchaser
makes a requirement of the seller the seller shall have the option
either to remedy the defect or to cancel this Agreement.

If the seller or buyer elects to cancel this Agreement then they

shall give written notice to the other party within seven days of the
seller receiving a copy of the report. In that event, any deposit paid
shall be refunded to the buyer without deduction and neither party
shall have any right or claim against the other.

The seller shall not be liable to remedy any defect or

unsoundness in the vessel in any of the following events:

(a) If the survey is not carried out within fourteen days of the
signing of this Agreement by both parties, or
 (b) If within seven days of the buyer receiving the report from the
Surveyor the buyer fails to give to the vendor a copy of the
report and to require that any defect or unsoundness be
remedied, or
(c) If the buyer takes possession of the vessel before giving a copy
of the report to the seller, or
(d) If the defect or unsoundness is not located by the survey, or
(e) If the seller has disclosed the defect or unsoundness to the
buyer prior to this Agreement being signed by the buyer.

6. SEA TRIAL

This Agreement is conditional upon a trial of the vessel and her

gear being to the satisfaction of the Purchaser. The Vendor and the
Purchaser shall forthwith upon signing of this Agreement by both
parties appoint a day and time for the trial, such a day not to be more
than fourteen days after the said signing. If the sea trial is not carried
out within twenty days of the said signing, time being of the essence,
then this condition shall be deemed to be satisfied. If upon trial the
Purchaser is not satisfied with the vessel and her gear the Purchaser
shall give written notice to the Vendor within two days of the trial
that the Purchaser is not satisfied whereupon this Agreement shall be
canceled and any deposit paid shall be refunded in full to the
Purchaser without deduction and neither party shall have any right
or claim against the other.

7. RISK

The vessel and all her gear shall be at the sole risk of the
Vendor until settlement date. PENDING settlement the Vendor may
continue to use the vessel and all gear at the Vendor’s own risk.

8. PRIOR CHARGES

The Vendor shall pay all outstanding maintenance, mooring,

slipping and storage charges for the vessel incurred up to the
settlement date.

9. ENCUMBRANCES
The sellers warrant that the vessel, at the time of delivery, is
free from all encumbrances and maritime liens or any other debts
whatsoever. Should any claims which have been incurred prior to the
time of delivery be made against the vessel, the seller shall undertake
to indemnify the buyers against all consequences of such claims.
10. TAXES
Any taxes, fees and expenses connected with the purchase and
registration of the buyer’s flag shall be for the buyer’s account
whereas similar charges connected with the closing of the seller’s
register shall be for the seller’s account.
11. CONDITIONS ON DELIVERY
The vessel with everything belonging to it shall be at the seller’s
risk and expenses until it is delivered to the buyer, but subject to the
conditions of this contract, it shall be delivered and taken over as it is
at that time of inspection, fair, wear and tear excepted.
12. NAME AND MARKINGS
Upon delivery the seller shall undertake to change the name
vessel and alter funnel markings.
13. SELLER’S DEFAULT
If the seller fail to execute a legal transfer or to deliver the
vessel with everything belonging to her in the manner and within the
time specified above, the buyer shall have the same right to cancel
this contract in which case the deposit in full shall be returned to the
buyer together with the interest at the rate of 10 percent per annum.
The seller shall make due compensation for the losses caused to the
buyer by the failure execute a legal transfer or to deliver the vessel in
the manner and within the time specified above, if such are due to
the proven negligence of the seller.
If any dispute should arise in connection with the interpretation
and fulfillment contract, same shall be decided by the arbitration in
the city of Dumaguete, Negros Oriental.

14. REMEDIES ON DEFAULT

If the buyer fails to settle the purchase on the settlement date,

and following written notice to settle within seven days of settlement
date, the Vendor may at the Vendor’s option without prejudice to
any other rights or remedies available to him/her at law or in equity:

Cancel this Agreement in which case he/’she may pursue all or

any of the following remedies, namely:
i. Forfeit and retain for his/her own benefit the deposit paid
by the Purchaser (less brokerage commission on the
 purchase price) but not exceeding in all 10% of the purchase
price.

ii. Sue the Purchaser for damages but in that event the Vendor
shall be required to give credit for any deposit, less
brokerage commission, retained by the Vendor.

iii. Re-sell the vessel whether by auction or by private contract

and either for cash or on credit and upon such other terms
and conditions as he/she may think proper with power to
vary any contract for sale, buy in at auction and re-sell. If on
any bona fide re-sale contracted within one year from the
date of the Vendor’s cancellation the Vendor incurs a loss,
the Purchaser shall pay to the Vendor as damages the
amount of the loss which may include interest at 17 per
centum per annum from the settlement date to the date of
the Vendor’s cancellation and all costs and expenses
reasonably incurred in any re-sale or attempted re-sale. On
any re-sale the Vendor shall give credit for any deposit, less
brokerage commission, and any money paid on account of
the purchase price but the Vendor shall retain any surplus
money.

15. OWNERSHIP AND UNDERTAKING – GUARANTEE OF

CLEAR TITLE

The seller is the sole legal owner of the vessel and the vessel
and all her gear mentioned in the inventory and specification
attached will be passed to the buyer on settlement free from any
mortgage, instrument by way of security or any other charge or
encumbrance whatsoever. The Seller warrants as described:

IN WITNESS WHEREOF, I have here unto set my hands this

day of 3rd day of April 2020, in Davao City, Philippines.

Sgd. Sgd.
SERGIO C. MARQUINA ARTURITO C. ROMAN
Vendee Vendor

SIGNED IN THE PRESENCE OF:

Sgd. Sgd.
DANNAH C. AGUSTIN & ENRICO A. DE GUZMAN   
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

Davao City ) SS.
X--------------------------X

BEFORE ME, a Notary Public in and for Davao City,

Philippines, this April 3, 2020 personally appeared:
Name CEI Date/Place Issued
ARTURITO C. ROMAN LTO/ L02-343456 11/7/2016/ D.C.
SERGIO C. MARQUINA LTO/ L02-3S2465 06/23/2018/D.C

known to me known to be the same persons who executed the

foregoing instrument and they acknowledged to me that the same is
their free and voluntary act and deed.

WITNESS MY HAND AND SEAL, I have hereunto set my

hand and affixed my notarial seal on the date and at the place first
above written.
Notary Public

Doc. No. 039 ;

Sgd.
Page No. 009 ;
Book No. III ; STEPHANIE M. SANTOALLA
Series of 2020. Notary Public for Davao City
Notarial Commission Serial No.2020-081-2021
Commission Expires on December 31, 2021
Roll of Attorneys No. 55267
IBP No. 096746/ 12-06-2019/Davao City
PTR No. 3530407C/ 1-21-2020/ Davao City
Doors 5 & 6, Tropicana Bldg., J.P. Laurel Ave.,
Lanang, Davao City