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INDIA NON JUDICIAL

Government of Karnataka

e-Stamp
Certificate No. : IN-KAB8022263999891U
Certificate Issued Date ! 18-Nov-2022 01:47 PM
Account Reference © NONACC (Fl) kaksfclog/ UDUPI8/ KA-UD
Unigue Doc. Reference : SUBIN-KAKAKSFCL0880909616953241U
Purchased by : WATERWAYS SHIPYARD PVT LTD
Description of Document Article 12 Bond
Description . AGREEMENT
Consideration Price (Rs.) 0

(Zero)

First Party . WATERWAYS SHIPYARD PVT LTD

Second Party 1
Stamp Duty Paid By : WATERWAYS SHIPYARD PVT LTD
Stamp Duty Amount(Rs.) : 500

(Five Hundred only)

Piease write or type below this line

AGREEMENT

This AGREEMENT is made and entered into on 18 November 2022 between

M/s WATERWAYS SHIPYARD PVT. LTD, a Private Limited Company registered and
incorporated
under the Companies Act 1956, having its registered office at S-4, Gr. Floor, Dempo
Odyssey Co-
op. Hsg. Sty., Non- Mon, Vasco da Gama, Goa - 403 802, India with Shipyard located
at Bale
Kudru, Post Hungurcutta, Udupi District, Udupi, Karnataka,

2% 3
Statutory Alert:

Pr eT FUE LARNATAKA GOVERNMENT OF KARNATAKA GOVERNMENT OF RAHNA [AKA GOVERNMENT OF

KARNATAKA GOVERNMENT OF KARNATAKA GOVERNMENT OF KARNATAKA GOVERNMENT OF KARNATAKA
GOVERNMENT OF KARNATAKA GOVERNMENT OF KARNATAKA GOVERNMENT OF

Mobile App renders it invali

nus of checking the legitimacy is on the users of the certificate

4 im race af anu dierrsnancy nleaes infarm the Camnatant Aithaniy

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i
and represented herein in this act by its Director Mr Anoop Trehon, hereinafter
called the
“BUILDER” (which expression shall, unless repugnant to the context or meaning
thereof, be
deemed to include their successors and assigns) of the ONE PART

AND

_ a company under the laws of

Registered in with License number with its office address at
represented herein by its Director,
or his appointed representative(herein after called the
“OWNER or BUYER", which expression shall include its successors and assignees) of
the other
part.

WHEREAS the BUILDER has agreed to construct, equip, launch, test and complete in
all respects
and sell and deliver to the OWNER, One (1) self-propelled Twin-Screw Landing Craft
(LCT)
vessel as per the design (provided by the Owners through its nominated design firm)
and approved
drawings more fully described in Article 4, hereof, (herein after called the
“Vessel") under Indian
Register of Shipping (IRS) class and the OWNER has agreed to accept delivery of the
vessel on
terms and conditions as are set out hereinafter.

1. SCOPE OF AGREEMENT:

Builder shall construct, conduct test run, launch, equip and complete One (1)
number of Landing
Craft (hereinafter referred to as “The Vessel") Vessel for registering under UAE or
PANAMA flag as
per the design and drawings and according to the technical specification of the
vessel (herein
collectively called the “Specifications”) approved by Classification Society
( IRS ) and to deliver the
same ready for services to the Owner, and render other services as provided
hereunder. The
second vessel is optional at owners sole discretion.

The Builder shall guarantee the performance of the vessel and its Equipments as per
the Warranty
Clause as set forth in this agreement. However, the performance of Owners supplied
equipments
will not be covered in this warranty.

Building and supply of the vessel shall be as per good engineering practices.
Builder has the
responsibility to ensure that such construction and supply will be executed
properly and without
defects. The vessel shall be designed as a twin screw Landing Craft operating
unrestricted
navigation. The vessel shall have excellent sea-keeping qualities with crew comfort
and good
stability. Vessel to be built to the complete satisfaction of the Owner without any
bucklings.
The Owner shall furnish to the Builder the materials and equipment as mentioned in
scope of supply
herein below Article 6 “Owners Supply” except which builder has to supply as per “
Article 6
Builder's Supply”.

2. PRINCIPAL PARTICULARS:

The Vessel shall be of the following principal characteristics as given in Annexure

- |.

Length Overall (With Ramp) - 69.00 m

Breadth Moulded : 16.00 m
Depth Moulded : 04.50 m
Designed Draft - 03.00 m
Complement 3 12 Persons
Trading Area 5 Al +A2

3. CLASSIFICATION SOCIETY

The vessel with equipment and machinery shall be built in accordance with the
Relevant Rules and
Regulation of the Indian Register of Shipping (IRS) and shall be classed under
Indian Register of
Shipping (IRS) according to UAE or PANAMA flag regulation with class notations:

Page 2 of 16
Class Notation (IRS) : SWASTIKA SUL SWASTIKA IY
LANDING CRAFT MAIN DECK STRENGTHENED FOR 10t/m2
WORLDWIDE OPERATION

Reference GA Drawing : ND205-101

All the foregoing rules, regulations and other requirements including those of
Classification Society
applicable to the vessel shall be those which are published and in force as on the
date of this
agreement. If not in force as of the date of this Contract, which are ratified and
promulgated on or
before the date of this Contract and which will be compulsory for the Vessel on or
before the
delivery of the Vessel in accordance with Clause (Delivery). All such laws, rules,
regulations and
requirements of the Classification Society and the Regulatory Authorities shall be
complied with
without qualification.

The Vessel shall be registered under UAE or PANAMA flag administration by the
Owner. The
Builder shall provide at the time of application, all the required certificates and
or Documents and
shall assist the Owner as and when required. The fees and time involved in
registration will be to
Owner's account.

The Owner shall bear and pay to the appropriate authorities all expenses for
Classification survey
and classification fees as and when required, which does not include Certification
of materials,
machinery / equipment delivered by the YARD and/or their subcontractors, as well as
construction
of parts of the vessel outside the YARD. However, Fees relating to Owners supplied
material will be
borne by the Owner.

4. TECHNICAL SPECIFICATION :

The Plans and the Specifications shall be signed by the two parties for
identification purposes and
the plans and Specifications shall be amended during the course of the Contract
only in accordance
with the terms of this Contract.

The Plans and Specifications shall be deemed to be incorporated into this Contract
and cannot be
overruled by this Contract without written consent / agreement from the parties.
The technical specification used will have the following number:

5. CLASS AND RULES

a) The vessel shall be designed, build, surveyed, tested and delivered in

Compliance with the
applicable laws, rules, regulations and requirements in force as of the date of
this Contract
stated above. In order to fulfill these requirements the following international
regulations and
recommendations shall be applied:

Class rules for construction of steel vessel.

National Authority Regulation.

International Convention for the Safety of Life at Sea, 1974, with amendments.

International Convention for the Prevention of Pollution from Ships, 1973.

International Regulation for the Preventing Collisions at Sea, 1972.

International Convention on Tonnage Measurement of Ships, 1969.

International Convention on Load Lines, 1966 / 1996 and its latest amendment.

IMO Stability Guideline, MSC. 267(85) 2008 IS Code

Radio Communication Regulation to National Authority regulation.

10. GMDSS — Area 2.

11. The merchant shipping Safety Regulations 1981 for non-convention Ships.

12. MARPOL and its latest amendment.

13. SOLAS and its latest amendment.

14. Radio Communication Regulation to International regulations.

15. The International Convention for Prevention of Collision at Sea 1972 including
amendment
of 1981.

16. Wireless Safety Requirements (AREA2)

17. IMO stability. Guideline A167 and A562

LB Nh Bo toihy

Page 3 of 16
18. SOLAS and MARPOL, all latest amendments at date of signing of this Contract.
19. 1S Code 2008, ILO MLC 2006, IMDG Code and BWM Convention.
20. International Convention of Control of Harmful Anti-Fouling on Ships, 2001, as
amended

(i) If not in force as of the date of this Contract, which are ratified and
promulgated on or before

the date of this Contract and which will be compulsory for the Vessel on or before
the
delivery of the Vessel in accordance with Clause (Delivery). All such laws, rules,
regulations
and requirements of the Classification Society and the Regulatory Authorities shall
be
complied with without qualification.

b) Any dispute concerning the vessel compliance or noncompliance with the

respective
applicable laws rules, regulations and requirements of the Classification Society
or
Regulatory Authorities shall be referred to the respective authorities, as the case
may be.
The final decisions of the Classification Society or Regulatory Authorities shall
be binding on
the Parties. Further disputes if any shall be referred to a jointly appointed
independent
survey, and the final decision of which shall be final and binding upon the Parties
hereto.
All other disputes shall be referred to arbitration in accordance with the Clause
20 herein.

c) The Builder Shall co-ordinate directly with the designer and to the owner in
respect to the
vessel construction and for any clarification on DRAWINGS and other technical
matters.

6. SCOPE OF WORKS :
BUILDER'S SCOPE

a)

b)

c)

d)

e)

Builder shall procure, construct, conduct test run, launch, equip and complete Two
(2) number
of Landing Craft Vessel according to UAE or PANAMA flag regulation as per the
design,
drawings approved by Classification Society ( IRS ) as per the technical
specification of the
vessel and to deliver the same ready for services to the Owner.

Specification of key equipment, machinery and components under builder's scope is

annexed
to this agreement as ‘Annexure A’. All materials, machineries and equipment is made
of the
best materials, with first class workmanship, brand new and unused, and complies in
all
respects with the quality and specification stipulated.

The Vessel including its Hull, machinery and equipment shall be built in accordance
with the
Design which to be in compliance of the relevant rules, regulations and resolutions
as
described in the specification including additions and amendments up to latest
under the
survey of Classification Society.

All costs, fees and charges incidental to and in respect of compliance with the
applicable laws,
rules, regulations and requirements of the Classification Society referred to
machineries,
components, plant and equipment under builder's scope shall be for the BUILDER'S
cost and
expense. The builder shall coordinate with the class directly for the procurement,
verification
and certification as and when required. The Builder has to forward the details of
all machinery,
materials and equipment under builder's scope including the place of manufacture to
the
Class.

Any other items not mentioned in the Owner's scope of supply or coming into force
from
regulatory bodies for vessel operation after signing of the contract, shall be
Builder's cost
and expense.

OWNER’S SCOPE

Page 4 of 16

Design, Classification and Regulatory body fees.

Two (2) Nos, Main Engine (Yanmar or other brand at owner’s sole discretion)
Two (2) Nos, Gear box (Yanmar or other brand at owner's sole discretion)
Two (2) Nos, Generator plus Emergency Generator (Yanmar or other bran
discretion)
e) Bow Thruster (Equipment only, if require. Fitment and Installation shall done by
BUILDER at

his cost and expense)

f) Chiller Plant for HVAC system (Equipment only, if require. Fitment, ducting and
Installation

shall done by BUILDER at his cost and expense)

7. PAINTING

The Vessel's surfaces including superstructure and tank or void spaces shall be
blasted and coated
in accordance to vessel technical specifications and with the Paint Supplier
Specification (Akzo
Nobel or Jotun only).

Requirement: 36 (Thirty Six) Months System with 70% Activity at 8 to 10 knots

speed, suitable for
Arabian Gulf.

8. PRICE

a) The contract price for the vessel shall be

per vessel equipped according to the
structural plan/design and technical specification as attached to the Contract. Any
bank
charges for the transfer of funds or remittance to the Builder's Account shall be
borne by the
Owner, other than those charged by the Builder's bank.

b) The Contract Price and any other payments to be made to the Builder pursuant to
this
Contract shall be paid in the currency “United States Dollars” and in accordance
with the
Payment terms.

c) This Contract Price, is a fixed price and is not subject to any escalation
whatsoever, it is also
not subject to cost increase or decrease due to adjustment or modifications to The
Vessel
and its equipment made in accordance with terms of this contract.

d) The contract price shall include payment for all services what so ever provided
in the Scope
Works.

e) The above price shall be inclusive of; All taxes, duties and levies. As this is
an export order
as guaranteed by the Owner, therefore taxes and duties stand exempted.

9. DELIVERY:

Total Ten (10) months Sundays and holidays included. Effective upon timely delivery
of equipment,
plant & machinery as per Owner's scope. The requirement of materials from the owner
as per
scope of supply will be intimated to the Owner, 60 days in advance by the builder.
In case of delay
in supply of materials, additional time will be provided to the builder over the
specified contract
period.

TIME AND PLACE;

10. DELAYS & EXTENSION OF DELIVERY TIME

a) FORCE MAJEURE
If at any time either during the construction of The Vessel or any performance
required hereunder
as pre-requisite to delivery of The Vessel is delayed due to blockade, rev ,
insurrection or

Page 5 of 16
storms, or events of similar nature, or by destruction of the yards or works of the
BUILDER, or his
Subcontractors, or The Vessel or any part thereof by fire, flood or other causes
whatsoever beyond
control of the BUILDER, as the case may be, or due to war, over which the BUILDER
and/ or his
Subcontractors have no control, or by force majeure of any description, whether of
the nature
indicated by the foregoing words or not and which directly affect the BUILDER's
ability to perform
this Contract; then in the event of delays due to the happening of anyof the
aforementioned
contingencies, (which the BUILDER will use his best endeavors’ to minimize), the
time for delivery
of The Vessel affected by the said delays shall be extended for the period of the
total accumulated
time of all the said delays, provided that any such delay or delays arising from
separate
contingencies occurring simultaneously shall be considered for the purpose of this
clause as one
period of delay only when computing the extension of the Delivery Date hereunder.

11. DEFINITION OF PERMISSIBLE DELAYS

The following delays shall be understood to be permissible delays, and are to be

distinguished from
unauthorized delays on account in which liquidated damages are payable, as provided
in the Article
10. hereof:

a) The contingencies listed in clause 10 (a) i.e. Force Majeure

b) Delays which disrupt the construction of the vessel or entitle the BUILDER to
stop work on
the construction of The Vessel on account of causes attributable to the OWNER's
responsibility.

¢) Extension of the delivery Date as shall be agreed by the two parties in writing.

d) Extension of the delivery Date as shall be awarded in arbitrations.

e) The delays in payment as per Clause 12.

f) Delays in receipt of Drawings as stipulated in Annexure.

12. DEFAULT ON THE PART OF THE OWNER BEFORE DELIVERY

I) DEFINITION OF DEFAULT

a) The OWNER shall be deemed to be in default of payment of any installment if such

Installment shall not be paid to the BUILDER within seven (7) banking days after it
is due
and payable under the payment provision of this Contract in accordance with the
terms and
conditions of this Agreement.

b) The OWNER shall be in default of the payment to be made upon delivery of the
Vessel if the
OWNER fails to take and accept the delivery of the Vessel despite the fact that The
Vessel
is ready for delivery in accordance with the terms and conditions of this
Agreement.

I) STOPPAGE OF CONSTRUCTION BY BUILDER

a) If any default in payment continues after the expiration of fifteen (15) days
after the
stipulated time BUILDER, at his option, has the right to hold the construction by
serving
notice to remedy such default.

13. DEFAULT
OWNER'’S DEFAULT

If Owner's fails to keep the comment on payments and / or fails to take the
delivery of the vessel
more than 20 days (excluding monsoon season and / or erratic weather condition
and / or Force
Majeure ) as the case maybe, in accordance with the terms and conditions of this
agreement, then
the Owner will pay to builder a sum of per day for additional day that the builder
have to
keep the vessel on its construction bay or in floating condition in its yard. ;

BUILDER’S DEFAULT

Page 6 of 16
In accordance with the terms and conditions of this Agreement, If delivery takes
place more than 30
days after the Delivery Date then for each day thereafter the Contract Price shall
be reduced by an
amount of | per day as liquidated damages to be

paid to the owner until delivery of the vessel in first Sixty (60) days.

Thereafter from Sixty-First (61% ) days to One Hundred-Twenty (120) days the
Contract Price shall
be reduced by an amount of _ per day as
liquidated damages to be paid to the owner until delivery of the vessel.

After the One Hundred-Twenty (120) days of delay from the delivery date, the OWNER
may at its
option rescind this contract and the owners will also have the right to take
appropriate action, claim
including against the assets/businesses of the builder and demand to recover
Owner's losses, with
18% interest.

14. RESCISSION BY THE OWNER

1. Notice:

The payments made by the OWNER prior to the delivery of the VESSEL shall be in the
nature of
advances to the BUILDER. In the event that the OWNER shall exercise its right of
rescission of this
Contract under and pursuant to any of the provisions of this Contract specifically
permitting the
OWNER to do so, then the OWNER shall notify the BUILDER in writing or by email, and
such
rescission shall be effective as of the date notice thereof is received by the
BUILDER.

2. Refund by the BUILDER:

Thereupon the BUILDER shall promptly refund to the OWNER the full amount of all
sums paid by
the OWNER to the BUILDER on account of the VESSEL, unless the BUILDER proceeds to
the
arbitration under the provisions of Article 21 hereof. In such event, the BUILDER
shall pay the
OWNER interest at the rate of eighteen percent (18%) per annum on the amount
required herein to
be refunded to the OWNER, computed from the respective dates on which such sums
were paid by
the OWNER to the BUILDER to the date of remittance by transfer of such refund to
the OWNER by
the BUILDER.

15. SUPERVISION & INSPECTION

a) The Owner may, have one representative present at the Shipyard throughout the
construction together with a reasonable number of assistants as appropriate ;The
Owner
shall notify the Builder in advance in writing of:

i. The names of the Owner's Representative, assistants and, as appropriate,officers

and
crew.

- ii. The scope of the Owner's Representative's authority which, in particular,

shall include
the extent to which the Owner's Representative has authority to approve plans,
drawings
and calculations, agree modifications and invoices and attendance at and approval
of
tests, trials and inspections relating to The Vessel at the Shipyard and/or
premises of
Sub-contractors; and

iii. Any other information reasonably required by the Builder to facilitate access
to the
Shipyard and/or premises of Sub-contractors.

b) The Builder shall, at its own cost and expense, provide the Owner's
Representative and
Class Surveyor, assistants with reasonable office accommodation and facilities
(including
communication equipment, such as telephone, fax and appropriate internet access,
and
printers or a connection to the Builder's printers) as the Owner may reaso i

Page 7 of 16
¢) The Owner's Representative shall have the right to communicate directly with the
Classification Society provided such communication does not unreasonably interfere
with

the Builder's communication with the Classification Society.

d) The Builder shall render reasonable assistance to the Owner and Class surveyor
in helping
to provide suitable accommodation, obtain necessary visas, residence and work
permits and
any other administrative assistance as the case may be for the Owner's
Representative,
assistants and, as appropriate, officers and crew.

16. MODIFICATIONS, CHANGES, EXTRAS AND MATERIALS

(a) The Owner shall have the right at any time to request reasonable modifications
or changes
in the Specification and/or Plans and Drawings. The Owner shall request such
modifications
and/or changes in writing, giving sufficient particulars, documentation and details
fully to
describe the modifications and/or changes requested.

(b) The Builder shall, as soon as possible after receipt of the written request for
modifications or
changes, give the Owner a written proposal of the consequences of implementing such
modifications and/or changes. These consequences may include changes in the
Contract
Price, Delivery Date, capacity, draft, speed, fuel consumption or any other
provisions of this
Contract. If in the Builder's reasonable judgment, such modifications and/or
changes will
adversely affect the Builder's planning or program in relation to the Builder's
other
commitments, the Builder shall notify the Owner that it declines to give such a
proposal for
the requested modifications and/or changes or part thereof.

(¢) The Builder shall use reasonable efforts to minimize the extra costs, delay or
other negative
impact on the Vessel capacity, performance or other factors caused by the Owner's
request.
The Builder's proposal shall be reasonable for such work.

(d) On the basis of the Builder's proposal the Owner may elect in writing to agree
to the
necessary amendments to this Contract, in which case the Builder shall build the
vessels in
accordance with this Contract so amended.

(e) If the Owner does not accept the Builder's notice as provided or if in the
Owner's opinion the
Builder's proposal for modifications and/or changes under this Clause is
unreasonable, the
Owner may, by giving notice to the Builder, order the Builder to proceed with the
requested
modifications and/or changes but the consequences of implementing such
modifications
and/or changes shall be decided in accordance with (Dispute Resolution).

(f) If the Owner elects not to continue with the request for modifications and/or
changes, the
Owner shall notify the Builder accordingly.

(g) If the Owner does not respond within seven (7) running days after receipt of
the Builder's
notice in Sub-clause (b), the Owner shall be deemed to have withdrawn the request
for
modifications and/or changes.

(h) Builder's Modifications and Substitution of Materials:

The Builder shall have the right to make minor modifications and/or changes. Such
modifications and/or changes shall satisfy the requirements of the Classification
Society and
the Regulatory Authorities and shall not relieve the Builder from its obligation to
otherwise
deliver the vessel in accordance with this Contract. Any savings obtained shall be
credited to
the Owner and the Owner shall not be obliged to pay any extra for, or suffer any
delay i
delivery or other adverse consequences of, such modifications and/or changes.

17. SEA TRIALS

(a) Notice &

The Owner's Representative, together with a suitable number of assistants, officers
and d ew/3 8
have the right to be present at sea trials. The Builder shall give the Owner at
least Thirty (30,

Page 8 of 16
2) running day's notice of the time and place and expected duration of sea trials
and the Owner
shall promptly acknowledge receipt of such notice. If neither the Owner's
Representative nor any
authorized assistants attend the sea trials for any reason after such notice to the
Owner, such
absence shall be deemed to be a waiver by the Owner of its right to be present. The
Builder may
then conduct the sea trials without the Owner's Representative being on board,
provided that a
representative of the Classification Society and Regulatory Authorities is present.
In such
circumstances, the results and conditions of the sea trials shall be as confirmed
in writing by the
Classification Society and/or Regulatory Authorities.

(b) Weather Conditions

The sea trials shall be conducted in weather conditions as described in this

Contract and/or
Specification. If the sea trials are interrupted or prevented by weather conditions
in excess of the
stated conditions, any resulting delay in delivery of The Vessel shall be deemed a
Permissible,
Delay in accordancePermissible Delays. In such an event, the sea trials shall be
discontinued or
postponed until the first favorable day thereafter when weather conditions permit.

(c) Conduct of the Sea Trials;

(i) The sea trials shall be conducted in the presence of representatives from the
Classification Society and Regulatory Authorities and in the manner described in
this
Contract. The sea trials shall be of sufficient scope and duration to enable the
Parties to
verify and establish that the vessels conforms in all respects with the performance
requirements of this Contract. The Builder shall have the right to repeat any sea
trials,
subject to appropriate notice to the Owner.

(if) ~The Builder shall provide sufficient crew necessary for the safe navigation
of the vessel.

(iii) All expenses in connection with the sea trials test including crew, the
provision of
bunkers, lubricating oil, grease, and stores needed to undertake the sea trials
shall be
for the Buileder’s cost and expense.

(d) Method of Acceptance or Rejection

(i) Upon completion of the sea trials the Builder shall give the Owner the results
of the sea
trials in writing. If the Builder considers that the results thereof demonstrate
that the
vessel conforms to the requirements of this Contract, the Builder shall give the
Owner
notice of when delivery will take place. Such notice shall state where and when the
Vessel will be ready for delivery, which will be at least fifteen (15) running days
after the
notice is given. Within five (5) running days after receipt of this notice and the
trial
results, the Owner shall notify the Builder in writing of its acceptance for
delivery or
rejection of the vessels.

(ii) Builder is responsible for the workmanship and equipment, plant and
machineries
supplied by buileders. Performance of the sea trail due to workmanship, equipment,
machineries, plant will rectified by the builder. But over whole performance of the
vessel
is Owner account as the deigns is submitted by them.

18. WARRANTY OF QUALITY

Builder's Guarantee:

(a) The Builder shall guarantee the vessel against Defects (see Definitions)
provided such
Defects are:

(i) Discovered within the Twelve (12) months (hereinafter “the Guarantee Period”)
for
any workmanship, hull and structure after delivery of the vessel j dance with
Delivery clause; and

Page 9 of 16
(ii) Discovered within the Twelve (12) months (hereinafter “the Guarantee Period”)
for
any equipment, plant and machineries supplied by builder, from the date of delivery

of the vessel in accordance with Delivery clause; and

(ili) Notice thereof is given to the Builder as soon as reasonably possible after
the
discovery thereof and latest thirty (30) running days after the expiry of the
Guarantee
Period describing such Defects so far as reasonably practical (hereinafter called
“Guarantee Defects").

(iv) The builder will be responsible only for the hull & structure, workmanship,
equipment,
plant and machineries of the vessel supplied by the builder. Also the guarantee is
applicable only if the vessel isn't man handled and is collision free and is
operated in
conditions it was designed for.

(b) The Builder shall make any necessary repairs or replacements to rectify any
Guarantee
Defects or damage to the vessels caused as a direct and immediate consequence of
such Guarantee Defects. Such repairs and replacements shall be made at the Shipyard
at the Builder's cost and expense.

(c) The Owner shall have the right to arrange for the necessary repairs to rectify
any
Guarantee Defects or damage to the vessels caused as a direct and immediate
consequence of such Guarantee. Defects to be made elsewhere or obtain any
necessary replacement parts and materials:

(i) Ifitis impractical to bring the Vessel to the Shipyard; or

(if) If the Builder cannot supply necessary replacement parts and materials without
impairing or delaying the operation or working of the Vessel.

(d) In the event that the Owner makes the necessary repairs or replacements at any
other
shipyard or works other than the Shipyard, the Owner shall first, but as soon as
possible,
give the Builder notice of the time and place such repairs will be made. The
Builder shall
have the right, without prejudice, to inspect through its own representative the
nature and
extent of the Guarantee Defects to be replaced or repaired. The Builder shall, in
such
case, promptly advise the Owner in writing, after such examination has been
completed,
of its acceptance or rejection of such Guarantee Defects as ones that are covered
by the
guarantee.

(i) The Builder shall pay the Owner in the currency stated the reasonable cost and
expenses of such repairs or replacements.

(e) The Builder guarantees repairs or replacements to the Vessel made under sub-
clause (b)
above for an additional Guarantee Period of the number of months stated from the
date of
completion of such repairs or replacements provided such work has been performed by
the Builder or its Subcontractors. The additional Guarantee Period shall, however,
not
end on a date earlier than the end of the original Guarantee Period for any such
item.

(f) If, as a result of the guarantee works, the Vessel has been lying idle
continuously For a
period in excess of thirty (30) days, the Guarantee Period shall be extended by the
total
number of such days (counting from the first day the Vessel is idle) that fall
within the
Guarantee Period, whether or not other work was carried out during such period.

(g) Without prejudice to any other rights the Owner may have under this Contract,
following
the expiry of the Guarantee Period or in the event that the Builder is in breach of
its
obligation to rectify Guarantee Defects in accordance with this Clause, the Builder
shall at
the Owner's request assign (to the extent to which it may validly do so) to the
Owner, or
as the Owner may direct, the right, title and interest of the Builder in |
guarantees
or warranties given by the Sub-contractors or suppliers of a
equipment used in the construction of The Vessel.

Page 10 of 16
19. BUILDER'S REFUND GUARANTEE

(a) Guarantee Compliance and Expiry The Parties shall ensure that any guarantee
issued for each vessel on their behalf shall:

(i) comply with the laws, regulations, constitution and procedures of the guarantor
and its country of issue, including but not limited to, its registration with any
necessary authorities: and

(ii) On expiry be returned to the guarantor; and

(iii) In the case of the Refund Guarantee, remain in force until either a date at
least 300
days after the Contractual Date of Delivery or 30 days after the final resolution
of
any dispute whichever is the later.

20. PAYMENTS

(a) All payments to be effected under this Contract shall be payable with no
deduction same
as may be permitted under the terms of this Contract indicated by the BUILDER.

(b) The Contract Price of The Vessels as defined in clause 8 thereof is to be paid
to the
BUILDER by the OWNER as follows.

(c) All staged payments as mentioned below to be inspected and accepted by the
representatives of the Owner's.

Terms of Payment

First Stage 10% upon signing of contract

Second Stage 20% on keel laying of the vessel

Third Stage 20% on erecting 50% of the hull

Fourth Stage 10% on erecting of 100% of the hull

Fifth Stage 20% on installation of all machineries, equipment and components

Sixth Stage 5% after launching

10% on satisfactory completion of sea-trials and formal acceptance of the

vessel by the owner with delivery documents.

5% within 15 to 30 days after delivery of the vessel, subject to the vessel is

free from all defects & deficiencies if any.

Seventh Stage

Eighth Stage

21. LAW AND ARBITRATION

In the event of any dispute between the parties hereto as to any matter arising out
of or relating to
this Contract or any stipulation herein or with respect hereto which can not be
settled by the parties
commenced.
22, ALTERATION OF VESSELS’S DELIVERY

In the event of the arbitration of any dispute or disputes arising or occurring

prior to the delivery to
or acceptance by OWNER of The vessel, the award by the arbitration of said disputes
shall include
a finding as to whether or not the dates for completion of the stages of
construction of The Vessel
set out in the Scheduled program of Construction including the Delivery Date of The
vessel are in
any way to be altered thereby and if any such alterations are required the award
shall specify the
nature of these alterations.

23. INSURANCES

(a) Builder's Insurances

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From the time of first materialsis delivered of the Owner's Supplies, until The
vessel is completed,
delivered to and accepted by the Owner, the Builder shall (in the joint names (as
assureds) of the
Builder and the Owner) effect and maintain at no cost to the Owner, Builder's Risk
Insurance for
The vessel and Owner's Supplies. Such Builder's Risk Insurance shall:

(i) Be provided by insurers reasonably acceptable to the Owner; and

(ii) be on terms no less wide than Institute Clauses for Builder's Risk terms
(1/6/88) including
Institute War and Institute Strike Clauses ; and

(iii) Be in an amount not less than the aggregate of the payments made by the Owner
to the Builder
plus the value of the Owner's Supplies at the Shipyard. If specifically requested
by the Owner, the
Builder shall increase the amount insured under the policy to cover the rebuilding
costs of the
Vessel or such other amount as the Owner may request. The Builder shall provide the
Owner with
copies of the insurance policy as placed. The Owner shall notify the Builder of the
value of any
subsequent changes in the value of the Owner's Supplies for insurance purposes.
Upon receipt of
notice of change in value the Builder shall amend the insured value for the Owner's
Supplies
accordingly.

(b) Allocation of Insurance Proceeds

(i) In the event that The Vessel is at any time prior to or at delivery damaged by
any insured cause
and provided such damage does not constitute an actual or constructive total loss
of TheVessel, the
Builder shall make good such damage and shall apply any amounts recovered under the
insurance
referred fo in Sub-clause (a) to the costs of any repair or replacement, including
repair or
replacement of lost or damaged Owner's Supplies. Such damage shall be made good so
as to
comply with this Contract and all repairs shall be carried out in compliance with
the requirements of
the Classification Society and Regulatory Authorities as appropriate without
qualification.

(if) Should the vessel become an actual or constructive total loss from any insured
cause:

(1) The Builder and the Owner may agree that a new Vessels is built or The vessel
reconstructed in accordance with the terms of this Contract, provided agreement is
reached
in writing to an extension of the Delivery Date and/or any other necessary
amendment to the
Contract, in which case any amounts recovered under the insurance referred to in
Sub-
clause (a) will be applied to the construction or reconstruction of the two
vessel's if
appropriate; or

(2) If the Builder and Owner are unable to agree within a reasonable time on an
extension to the
Delivery Date and/or any other necessary amendment to the Contract as provided for
in
Sub-clause (b)(ii)(1) the Builder shall refund the proceed of the insurance
payment.

24. EFFECTIVE DATE OF THE CONTRACT

(a) This contract shall become effective upon signing this MOA.

25. NOTICES AND OTHER MATTERS AND COMMUNICATION

Every and all notices and communications required to be given under the terms of
this Contract
shall be by E-Mails or facsimile transmission and confirmed in writing delivered
personally or by a
courier messenger from a reputable international courier company and addressed as
follows:

WATERWAYS SHIPYARD PVT. LTD represented by Mr. Anoop Trehon with Registered office
at
S-4, Gr. Floor, Dempo Odyssey Co-op. Hsg. Sty., Non- Mon, Vasco da - 403 802
INDIA hereinafter referred to as the “BUILDER”
E-Mail: anoop.trehon@waterwaysshipyard.com

Page 12 of 16
And

The Owner

or to such other address as is notified by one party fo the other party and such
notices or
communications shall be deemed to have been received when delivered personally or
by such
courier messenger.

All certificates, instruments, notices or other documents to be delivered under or

supplied in
connection with this Contract shall be in the English Language or shall be
accompanied by certified
English translation upon which the addressee shall be entitled to rely.

26. FLAG

Unless otherwise agreed between the parties, the Vessel shall be registered by the
OWNER at his
own cost and expense under the Laws of UAE / PANAMA at the time of its delivery and
acceptance
in accordance with the provisions of this Contract.

27. INTERPRETATION /DISCREPANCIES

If there shall be any discrepancy between the provision of this contract and the
Specification, the
provisions of this Contract shall prevail provided the technical details of the
Specification and G.A.
drawing are not over-ruled by this Contract.

Anything of a technical matter which is not stipulated in the Contract,

Specification and Plans shall
be governed and decided according to general good practice and good workmanship and
to the
mutual satisfaction of the OWNER and the BUILDER.

28. DOCUMENTS

(i) Documents on Delivery

Upon exchange of the Protocols of Delivery and Acceptance the Builder shall provide
at no
cost to the Owner the following additional documents:

(a) Protocol of Trials made pursuant to the Specification.

(b) Protocol of Inventory and Equipment of The Vessel, including spare parts, as
detailed in
the Specification.

(c) Plans and Drawings pertaining to the Vessel together with all necessary
instruction
manuals, as detailed in the Specification.

(d) All certificates including the documents required to be furnished on delivery

pursuant to
this Contract. All certificates shall be issued without qualification.
(e) Declaration of Warranty by the Builder that The Vessel is free and clear of any
liens,
claims, charges, mortgages and other encumbrances.

(f) Builder's Certificate.

(g) Non-encumbrances certificate from port of registry.

(h) Commercial invoices covering Final Installment and modifications.

(i) Bill of Sale or other document that certifies that the title of the Vessel
passes to the
Owner.

Page 13 of 16
(ij) The following certificates and documentation shall be obtained by the Builder
and
furnished to the Owners in 3 sets (one original and two copies) at the time of
delivery of

the Vessel.

(i) All Classification and Statutory Certificate issued by the Classification

Society
(ii) Builder's Certificate issued by the Builder.

(iii) Port Clearance and clearance from the MMD and other concerned authority.

When provisional documents are furnished at the time of delivery, the Builder shall
furnish
the formal documents as soon as practicable upon the delivery of the Vessel. The
appointed
class society (IRS) shall confirm the delivery of all full-term certificates at an
appropriate
time.

29. OWNER’S SUPPLIES

(a) Owner

(i)

(ii)

The Owner shall, at its own cost and expense, supply and deliver to the Builder all
of the
Owner's Supplies. Such items shall be delivered basis CIF Mumbai Port or Mangalore
Port
at Owners sole discretion, All clearing and Transportation charges shall be to
builder's
account, .Installation by the Builder or Sub-contractor in or on the Vessel's
(hereinafter
“Installation”), in accordance with the building and testing schedules or as may
reasonably
be required by the Owner s will done by the builder on his cost.

If the item are from India then they will be supplied to the yard including all
transportation
costs and levies by the Owner.

To assist Installation, the Owner shall provide the Builder with the necessary
documentation
including specifications, plans, drawings, instruction books, manuals, test reports
and
certificates required to comply with all applicable rules and regulations.

(iii) Owner to provided service engineer for Main Engines and Generators & other
major items

for commissioning if supplied by the Owner. If it is under Builder's scope, service

engineer to
be arranged by the builder on his cost and expense.

(b) Builder
(i)

(ii

The Builder shall safely store and handle the Owner's Supplies after delivery
thereof at-a
warehouse or other storage facility at the Shipyard or elsewhere as determined by
the
Builder and shall, at its own cost, expense and responsibility, install them in or
on the Vessel
in accordance with the Specification provided . Builder shall not be responsible
for the
quality, efficiency and/or performance of any of the Owner's Supplies Items.

The Owner's Supplies shall be at all times the property of the Owner but shall be
at the
Builder's risk from the time of their delivery to the place of delivery until the
time of their
redelivery to the Owner whether or not as part of the Vessel.

30. COPYRIGHTS, TRADE MARKS AND PATENTS

(a) Where they are owned and supplied by a Party, that Party shall retain all
copyright, trade mark,

patent

or similar rights (hereinafter called “Intellectual Property Rights”) with respect

to the

Specification, Plans and Drawings, technical descriptions, calculations, test

results and other data,
and information and documents concerning the design and construction of The Vessel.
The other
Party undertakes not to disclose the same or divulge any information contained
therein to any third

parties without the prior written consent of the first Party, except where it is ne
operation, repair and maintenance of The Vessel and to subsequent owners.

31. TITLE AND RISK

Page 14 of 16

for usual
Title and risk of loss of or damage to the Vessel shall rest with the Builder until
exchange of the
Protocols of Delivery and Acceptance is affected, immediately upon which title and
risk shall pass to
the Owner. At the time of delivery the Vessel shall be free of all liens, claims,
charges,
mortgages and other encumbrances.

32. LIENS

The hull of the vessel and any materials / machineries to be used therein, whether
such material
and articles are actually on board the vessel or in the building yard, after
payment of the first
installment and henceforth until the vessel and shall have been completed and
actually delivered to
the OWNER, be subject to a lien in favour of the OWNER for all monies paid by the
OWNER to the
builder on account of the price of the vessel. The said lien shall be for securing
the completion and
delivery of the vessel in accordance with this Agreement. The existence of the said
lien shall be
subject and subordinate to the rights of the BUILDERS for unpaid amounts as
provided in this
agreement.

ACKNOWLEDGEMENT

In Witness whereof, the Parties hereto have signed the instrument this November 18,
2022

FOR THE OWNER

(Director)

Signed in the presence of:

Witness :; Witness:

ANNEXURE - A
Specification of BUILDER'S supply of Materials, Machineries, Components and
Equipment.

Page 15 of 16
SI No Description Brand / Manufacturer **
1 Steel with sand blasting and one IRS Approved
coat primer
Domastic water / fresh water system pipes must be
2 | All Pipes and Piping with Flanges SS material. Exposed deck/weather deck area
nuts
& coupling bolts to be SS made.
3 Toilet / Shower fittings and Jaquar brand or equivalent or other brand with prior
accessories approval from Owner.
Carrier or equivalent brand. Outdoor machine,
4 HVAC (Split AC System) indoor machine with copper pipes connection & pre-
insulated ducting.
: sr ' Top brand fittings or other brand with prior approval
3 ph trical Fittings and Electrical from Owner. Cable to be approved by IACS class
marine specifications.
Best materials, with first class workmanship, brand
6 All Furnitures new and unused, and complies in all respects with
the quality and specification.
Puios Desmi or Azcue or Equivalent or other brand with
P prior approval from Owner.
8 Qutfittings As per class and prior approval from Owner.
9 Architecture Package S-One Korea or Equivalent.
Deck Machinery (Including but not
10 | limited to Anchor Winch, Anchor, As per Class and prior approval from Owner.
Chain, Capstan etc)
: Palmarine Singapore or Equivalent or prior approval
11 | Steering System frets ChE.
12 Navigation & Communication for A1 EU or Japan origin. No Chinese or Korean or
Other
+ A2 including Pilot Chair Brand without Owner's Prior approval.
LSA FFE including CO2, Liferafts,
i Rescue Boat and Fire Alarm As por class.
14 | Paint & Thinner Akzo Nobel or Jotun.
Galley Equipment and Accessories : 3
15 including Cooking range and Freezer SS 316 Material. S-One Korea or Equivalent.
SGP or Meghna or other brand with prior approval
16 | Sterngear Assembly Fe liy
17 | STP and OWS Detagasa or Equivalent or other brand with prior
approval from Owner.
All Electrical Panels (MSB & ESB) ; ; ;
18 | Control Panels and Wheelhouse dis in aid i or other
Console including control cables fi PHOT Approval HRM neh
19 Entertaintment Appliances and Samsung, LG or other brand with prior approval
Laundry room from Owner.
20 | Lighting and Lighting Fixture Korea or Japan or other brand with prior
approval
from Owner.
All other item and consumables Best materials, with first class workmanship, brand
21 new and unused, and complies in all respects with

under builder's scope

the quality and specification.

= All materials, machineries and equipment is made of the best materials, with
first class
workmanship, brand new and unused, and complies in all respects with the quality
and specification
stipulated.
** If non-compliance is identified, owners have the right to reject or ask for
replacement as required.

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