Draft of MOU/NCNDA AGREEMENT, between the prospective buyers and facilitators, for outright purchase of 2wo numbers VESSELS, Namely;
(1) MT KING DAVID.
(2) MT EMMANUEL.

This was prepared by Mr Leonard Gere, one of the facilitators on a buyers side.

Forwarded by me
Dozie.
---------- Forwarded message ---------
From: Gere Leonardo gereandco@gmail.com
Date: Wed, Aug 1, 2018, 15:33
Subject: Re: Response to your letter of offer for outright purchase of 2nos. Vessels, namely MT KING DAVID & MT EMMANUEL. Your response awaits with pleasures. My Humble Regards. from:Ifeka Dozie Merrick
To: Ifeka Chidinma ifekadozieobosi@gmail.com

SALES AND PURCHASE AGREEMENT

For..... MT KING DAVID ANT MT EMMANUEL on this day 1st August 2018 and entered into

                                                                                            BETWEEN

OGBEMUDJE OMEZIE & CO (Barrister solicitor)

(Hereinafter referred to as Mandate to Seller)

&

.........................................
(Hereinafter referred to as BUYER)

The Seller on behalf of Seller hereby confirms having for sale, and the Buyer hereby confirms having ability to purchase:

COMMODITY: …………………………………OIL TANKER: MT KING DAVID AND MT EMMANUEL : ............................................. N/A
QUANTITY: ..................................................2
CURRENCY: ................................. ………………USA DOLLARS

PRICE: Commission is 5% of the total value of the sales of the 2 oil tanker vessel named above and must be paid by the buyer. Buyers Facilitators will share the 5% equally among them.

PERIOD: SHALL NOT EXCEED 21 DAYS FROM THE EFFECTIVE OF COMMENCEMENT OF TRANSACTION

QUANTITY AND QUALITY INSPECTION: The quantity and quality of product shall be determined by a recognized Surveyor/Inspectors (appointed by Buyer) who shall undertake the inspection; Measuring, Sampling and Testing in the manner customary.

AMENDMENT AND WAIVERS: The Agreement shall not be amended or modified or any provision thereof waived except in writing and accepted by buyers facilitators party.

ASSIGNMENTS: The Buyer may, at any time, assign this SALES & PURCHASE AGREEMENT/Contract for MT DAVID AND MT EMMANUEL in total or in portions thereof to any other Company, which can adequately assume the financial requirements and obligations of the Buyer, under the terms of the assignment. A formal Notice of the Assignment shall be submitted to the Buyer which will contain the Assignee’s Company Name, Company Address and Company spokesperson / Official to contact and their telephone and fax numbers and e-mail addresses.

APPLICABLE LAW: Any dispute arising during the execution of this contract shall be settled amicably. If parties fail to do so, expedite procedure format and all proceedings shall be continued in English and shall be settled by arbitration in accordance with the Laws of Nigeria.

FORCE MAJEURE: Neither party to this agreement shall be responsible for breach of contract caused by acts of GOD, Insurrection, Civil war, Military operations, and National or Local emergencies. The parties hereby accept international provisions of force majeure and hardships published by the International Chamber of Commerce.

NON-CIRCUMVENTION/NON-DISCLOSURE: The undersigned parties do hereby accept and agree to fulfill obligations due to Facilitators. In event of direct or even indirect circumvention through a third party, the circumvented party shall be entitled to legal monetary award equal to the maximum service fees it should have realized from the transaction and no party shall deal with other parties without the consent of the Facilitators.

1.3 DELIVERY TERM:
The product shall be delivered after the buyer's commitment of 100% of the total purchase of the product via bank transfer. Or issue a Bank Guarantee(BG).

TRANSACTION
Now it is hereby agreed that the seller shall sell and the buyer shall purchase the product as stated, under the following terms and conditions:
PRODUCT / ORIGIN AND QUALITY
a.​The product sold / purchased under this contract is MT KING DAVID & MT EMMANUEL

SPECIFICATION:
MT KING DAVID

✔IMO: 9033907
✔MMSI: 636017069
✔Call Sign: D5JD5
✔Flag: Liberia [LR]
✔AIS Vessel Type: Tanker
✔Gross Tonnage: 11352
✔Deadweight: 13991 t
✔Length Overall x Breadth Extreme: 142.27m × 23m
✔Year Built: 1993
✔Status: Active
✔Location: Lagos
✔Former Price: $4.5M
✔️New Price: $ 2.5M
✔LDT:5646Mt
✔DWT 13.991 MTS ON 7,817M DRFT
✔BLT 9/1993 AT ULJANIK BRODOGRADILIST, CROATIA
✔BV SS/DD August 2018
✔GRT 11352, NRT 3890
✔LOA 142,27M, BEAM 23M, DEPTH 12,15M
✔COILED
✔LIQ CAPACITY 17244 CBM (98%), 6 GRADES
12X3000
✔M/E B&W 7L42MC, 8091 BHP
✔SPEED ABT 14KNOTS/24TS, IFO 380CST
✔GENERATORS 2 X 657KW
✔D_HULL - IGS/SB

QUANTITY: 1

AND

MT EMMANUEL

✔IMO: 9005780
✔MMSI: 636016000
✔Call Sign: D5DY3
✔Flag: Liberia [LR]
✔AIS Vessel Type: Oil / Chemical Tanker
✔Gross Tonnage:11737
✔Deadweight: 14848 t
✔Length Overall x Breadth Extreme: 141.64m × 23m
✔Year Built: 1992
✔Status: Active
✔Location: Lagos (Trading west Africa )
✔️New Price: $2.6M Net
MT EMMANUEL - ex 'HELENE KNUTSEN'
✔14 848 dwt on 8,0m draft
✔blt 3.1992 by JULIANA GIJONESA [SPN]
✔141,64m loa x 23,05m beam
✔DNV SS:2022/ DD:2020
✔DD passed March 2012
✔10+2 tanks, 17,166 m3 (98%)
✔EPOXY coated – stst coils
✔12 cargo pumps: 10x 240m3/h – 2x 200m3/h

✔m/e: B&W 4S50MC BHP 7120
(ALL DETS W.O.G)

QUALITY: 1

a.​The total quantity of MT kING DAVID sold/purchase under this contract shall be One and the total quantity of MT EMMANUEL shall be one

DELIVERY TERMS:
a. The product shall be delivered after the buyer's commitment of 100% of the total purchase of the product via bank transfer. Or issue a Bank Guarantee (BG).

QUANTITIES AND QUALITY DETERMINATION/INSPECTION
a.​An Inspection company or any inspector that suits Buyer shall be nominated by the Buyer to conduct the Quality & Quantity Examination Analysis of the cargo at the berthed location to ascertain the quality and quantity of the cargo.

PRICE
5% of the total value shall be distributed to Buyers agents/facilitators respectively.

PROCEDURES AND PRICE:

• Going for the inspection of MT KING DAVID & MT EMMANUEL and commence payment upon sighting of the oil tanker vessels AND the necessary approved papers by the Owner.

Net Price: USD 5,200,000.00 (Five million Two hundred thousand dollars only)
For both vessels which are $2.6M each .

• Payment terms:
  Commitment of 100% of the total value via transfer and bank guarantee
  Payment to be completed immediately upon finalization at nominated location.

• Brokerage commission:
  5% of the total value from the buyer to be shared equally amongst them .

FACILITATORS:

Names of concerned facilitators for purchasing 2nos. Functional VESSELS @ Lagos & P/H (Mt King David @ Mt Emmanuel)
From buyers side only.

(1) Mr Victor Anyasi
(2) Mr Leonardo Gere Eseoghene
(3) Mr Victor Obinna Lagos.

(4) Mr Ikenna Fredreck. @ Enugu.
(5) Alh. Ibrahim Musa @ Enugu.
(6) Hon. Dozie Ifeka
@ Lagos.

(7) Mr Kayode Bello @ Lagos.

(8) Mr Bola @ Abuja.

(9) Pst. Mike Adeleke @ Ibadan.

(10) Engr. Moses Abraham @ Abuja.
(11) Teng Obono @ Abuja.
(12) Cptn. Peters Mmbang @ Lagos.
(13) williams Eno @ Lagos.

(14) Item Obono @ Abuja
(15) Joseph Teh @ Abuja
(16) John Abang @ Abuja.

TOTAL NUMBER OF FACILITATORS 16 PEOPLE, And nothing to add any more.

• The terms and conditions of this contract are accepted and binding on all parties to this contract. The parties confirm that each has read and understood the terms and conditions as written. If any term or condition of this contract is held by a court of competent jurisdiction to be invalid, void or unenforceable, the rest of the contract shall remain in full force and shall in no way be affected, impaired and invalidated. Both parties having understood all the terms and conditions of the agreement hereby agree to honor all clauses with all privileges, rights and immunities pertaining herein, making this agreement effective on the date of signing.

IN WITNESS WHEREOF the parties hereto have caused their respective common seals affixed hereon with their hands and signatures and date first above written.

SIGNED AND SEALED THIS DAY 1ST DAY OF AUGUST 2018 UNDER THE HAND OF:

THE SELLER'S REPRESENTATIVE

REPRESENTED BY: OGBEMUDJE OMEZIE &CO

BARRISTER / SOLICITOR

SIGNED:

1. DATE: 1ST DAY OF AUGUST 2018.

AND

SIGNED AND SEALED THIS 1ST DAY OF AUGUST 2018 UNDER THE HAND OF

BUYER’S SIGN & SEAL

NAME:

FOR: BUYER

POSITION:

DATE:​ 1ST DAY OF AUGUST 2018

***** END OF CONTRACT *****