OFFER TO PURCHASE / SALE AGREEMENT This purchase/sale contract, hereinafter called the AGREEMENT, is made this ____ day of __________________, by and between and among ____________________________________, hereinafter called the SELLER, ____________________________________, hereinafter called the BUYER, and ________________________________, hereinafter called the BROKER. 1. SELLER agrees to sell and the BUYER agrees to buy the __________________________________________ together with all gear, machinery, furnishings and all other articles and appurtenances thereto belonging, including but not limited to ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ , hereinafter called the VESSEL. 2. The sale/purchase price of VESSEL is __________________________________________($____________). BUYER will provide this consideration to SELLER in exchange for VESSEL. Acceptable forms of payment are: _______________________________. 3. BUYER shall, upon signing this agreement, deposit with BROKER ($_________) as a deposit to be applied toward the purchase price of VESSEL upon completion of this AGREEMENT. 4. If this AGREEMENT is not accepted by the SELLER on or before 5:00 PM on the _______ day of ____________________, BROKER shall return the full amount of the deposit to BUYER within 2 business days, and this AGREEMENT shall become null and void. Page 1 of 5 5. If the BUYER defaults per terms of this AGREEMENT, BUYER's deposit may be liquidated and divided between SELLER and BROKER after all reasonable and documented expenses incurred on behalf of BUYER are paid, and the AGREEMENT may be terminated. Additionally, BUYER will pay a penalty of ($________) to SELLER within 2 business days. SELLER may elect to request renegotiation of the AGREEMENT instead of demanding liquidation of deposit, payment of penalty, and termination of the AGREEMENT. If renegotiation fails, SELLER may then demand liquidation of deposit, payment of penalty, and termination of the AGREEMENT. If BUYER defaults willfully or maliciously, BUYER may be liable for damages to be determined by a court of law. If BUYER fails to pay the penalty to SELLER within the above specified 2 business days, BUYER shall be liable for an additional penalty of $50 per day for each additional calendar day that payment is delayed. 6. If the SELLER and/or BROKER default per terms of this AGREEMENT, BUYER may require SELLER and BROKER to refund the full amount of BUYER's deposit, after all reasonable and documented expenses incurred on behalf of BUYER are paid, to BUYER within 2 business days, and terminate the AGREEMENT. Additionally, SELLER will pay a penalty of ($________) to BUYER within 2 business days. BUYER may elect to request renegotiation of the AGREEMENT instead of demanding the return of deposit, payment of penalty, and termination of the AGREEMENT. If renegotiation fails, BUYER may then demand the return of deposit, payment of penalty, and termination of the AGREEMENT. If SELLER and/or BROKER default willfully or maliciously, SELLER and/or BROKER may be liable for damages to be determined by a court of law. If BROKER fails to return deposit within the above specified 2 business days, BROKER shall be liable for a penalty of $50 per day for each additional calendar day that payment is delayed. If SELLER fails to pay the penalty to BUYER within the above specified 2 business days, SELLER shall be liable for an additional penalty of $50 per day for each additional calendar day that payment is delayed. 7. All parties shall make reasonable efforts to close the sale on or before ___________________. Any party who fails to make said reasonable efforts may be held to have defaulted. 8. SELLER discloses that VESSEL has had the following significant accidents, repairs or modifications since ______________________: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________. 9. SELLER warrants VESSEL to be in good working condition, fit for use and free of any fundamental, major or critical defects, with the exception of ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________. If such defects (above and beyond those exceptions listed above) are found or arise before delivery of VESSEL to BUYER, the SELLER and BROKER may be held to have defaulted. If SELLER and/or BROKER conceal or fail to disclose said defects willfully or maliciously, SELLER and/or BROKER may be liable for damages to be determined by a court of law. Page 2 of 5 10. SELLER warrants that VESSEL is USA federally documented. 11. SELLER warrants that VESSEL is being sold free and clear of any and all debts, bonds, past due taxes and fees, duties, fines, claims, recorded and unrecorded liens and encumbrances of any nature. SELLER also warrants VESSEL to be free to sell and/or purchase, and free of other sales or use contracts. SELLER warrants and defends that the SELLER has a good and marketable title to the VESSEL and full and lawful right and authority to sell the VESSEL. SELLER agrees to deliver, at closing, all documents required for the transfer of ownership to BUYER, including but not limited to a Bill of Sale. SELLER agrees to make reasonable efforts to comply with any requirements imposed by government or financial institutions in order to complete the transfer of ownership to BUYER. 12. This AGREEMENT shall take effect on the date it is signed by all parties involved. SELLER and BROKER hereby agree not to enter into any other agreement for the sale of VESSEL while this AGREEMENT is in effect. 13. The risk of loss, damage, or destruction of the VESSEL shall be the responsibility of the SELLER until this transaction is consummated and delivery of VESSEL to BUYER is completed. This is without prejudice to any other rights BUYER may have in this event. 14. In the event of significant damage to, failure of or deterioration of VESSEL before this transaction is consummated and delivery of VESSEL to BUYER is completed, the SELLER and BROKER may be held to have defaulted. SELLER and/or BROKER may not repair or replace said damage, failure or deterioration without informing BUYER and allowing BUYER to declare SELLER and/or BROKER to have defaulted, unless said repairs or replacements are necessary to prevent immediate further damage to or loss of VESSEL. 15. BUYER may and shall instruct one or several agents to perform investigations, inspections, tests, sea trials and/or surveys (hereinafter called INSPECTIONS) of VESSEL to BUYER's satisfaction. INSPECTIONS shall be non-destructive. SELLER and BROKER shall allow reasonable and timely access to VESSEL by BUYER and/or said agents of BUYER to perform INSPECTIONS. If said access is not provided, SELLER and BROKER shall be held to have defaulted. All parties shall make reasonable efforts to complete INSPECTIONS on or before ______________________. Any party who fails to make said reasonable efforts may be held to have defaulted. All costs of INSPECTIONS are to be paid by or on behalf of BUYER, with the exception of any expenses incurred to enable normal operation of VESSEL, damages incurred during normal use or operation of VESSEL, and any damages caused by persons other than BUYER or BUYER's agents. Page 3 of 5 16. BUYER intends to obtain purchase financing in the amount of ($_________________) or greater. If BUYER fails to obtain said financing satisfactory to BUYER, then BUYER may be held to have defaulted, but not to have defaulted willfully or maliciously. 17. Payment of any sales, use and/or transfer taxes or fees imposed on this sale is the responsibility of the BUYER, and BUYER guarantees to indemnify the SELLER and BROKER from payment of said taxes or fees. 18. The VESSEL shall be delivered to the BUYER on the date BUYER makes full and final payment of the purchase price. 19. This AGREEMENT is binding on SELLER, BUYER, BROKER, their estates, heirs and executors as soon as it executed by all parties. SELLER, BUYER and BROKER are of legal age and legally competent to execute this contract on the date thereof. This AGREEMENT is not assignable or transferable to any other party or parties. 20. This AGREEMENT constitutes the entire contract among the parties involved and it is agreed and understood that there are no other duties, obligations, liabilities or warranties, implied or otherwise, other than those contained herein. No modification of this AGREEMENT is effective unless it is in writing and signed by all parties. There are no attachments or exhibits related to this AGREEMENT. Time is of the essence of this contract. 21. After sale of VESSEL is complete, SELLER shall pay BROKER any fees as described in any separate agreements between SELLER and BROKER. SELLER and BROKER guarantee to indemnify BUYER from payment of any such fees. Page 4 of 5 22. After sale of VESSEL is complete, BROKER shall help deliver the VESSEL to BUYER at ____________________________________________, with BROKER’S expenses paid by SELLER after delivery as agreed upon. 23. This AGREEMENT shall be governed, regulated and enforced by the laws and regulations of ____________________________________. 24. Disputes about the meaning or execution of this AGREEMENT shall be resolved first by good-faith efforts of the parties, then by submitting the matter to mediation or non-binding arbitration, before any of the parties may submit the matter to a court of law. The costs of mediation or arbitration shall be paid equally by BUYER and SELLER. All parties will make good-faith efforts to agree upon a qualified and mutually acceptable mediator or arbiter. I/We have read and understood the terms and conditions of this AGREEMENT concerning the sale/purchase of the hereinabove described VESSEL, and do agree to and accept them. BUYER______________________________________Date___________________ SELLER_____________________________________Date___________________ BROKER_____________________________________Date___________________ Receipt of the BUYER's earnest money deposit, as specified in paragraph three (3) above, in the amount ($____________) is hereby acknowledged by BROKER. BROKER_____________________________________Date___________________ Page 5 of 5