MEMORANDUM OF AGREEMENT
M/Y “SERENE”

(A) NAME OF VESSEL

(B) LENGTH OVERALL

(C) OFFICIAL NO./REGISTRY NO.

(D) FLAG AND PORT OF REGISTRY

(E) CLASSIFICATION SOCIETY AND
CLASS FICATION

(F) TYPE

(G) G.R.T.

(H) WHERE LYING

SERENE

LLOYD’S REGISTER
X100A1 Passenger Ship
*IWS, EP
XMC, DP(CM), UMS

134 metres

MOTOR YACHT

742951
8,231

CAYMAN ISLANDS
GEORGE TOWN
LA CIOTAT

BETWEEN THE UNDERSIGNED IT HAS BEEN AGREED AS FOLLOWS:
(1)

DATE OF THIS AGREEMENT: 17 July 2015

(2)

NAME OF SELLER: SERENA EQUITY LIMITED of Geneva Place, 2nd Floor, 333 Waterfront Drive, Road Town, Tortola, British
Virgin Islands ("the SELLER")

(3)

NAME OF BUYER: EIGHT INVESTMENT CO, a company incorporated under the laws of The Kingdom of Saudi Arabia with
company number C.R. 1010413261, or its nominee pursuant to clause (41) ("the BUYER")

(5)

STAKEHOLDER: N/A

(6)

SALES PRICE: € 420,000,000 (Four Hundred and Twenty Million Euros) of which € 20,000,000 (Twenty Million Euros) is payable
under the MYBA Charter Agreement Contract No. 249115824150715 (the “Charter”), should the Charter take place ("the Sales
Price").

(7)

DEPOSIT: € 42,000,000 (Forty Two Million Euros) ("the Deposit")

(8)

BALANCE: € 378,000,000 (Three Hundred Seventy-Eight Million Euros)

(9)

CONDITION SURVEY to be completed no later than: 1700 hours GMT 7 August 2015 (which date shall be extended to 28 August
2015 should the Charter take place)

(10)

PLACE OF COMPLETION MEETING: Offices of Hill Dickinson, 105 Jermyn Street, St James’s London SW1Y 6EE.

(11)

PLACE OF DELIVERY OF THE VESSEL: international waters in the western Mediterranean, the coordinates to be specified and
agreed between BUYER and SELLER prior to Completion

(12)

COMPLETION DATE: Seven Business Days (as defined in Clause (27(b)) after payment of the first instalment of the Sales Price
pursuant to Clause (25), or (i) if the Charter takes place, such other later date as may be agreed between the SELLER and the
BUYER following the termination of the Charter, or (ii) a later date as required by the Seller necessary to obtain a document from
a third party that cannot be obtained, despite SELLER’s best efforts.

(13)

SPECIAL CONDITIONS:
See Addendum One and Addendum Two which form an integral part of this Agreement.

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 MEMORANDUM OF AGREEMENT
M/Y “SERENE”

(14)

GENERAL
The SELLER hereby agrees to sell the VESSEL on the terms and conditions of this Agreement. The
SELLER agrees not to enter into any other agreement for the sale of the VESSEL prior to the
termination of this Agreement in accordance with its terms.

(15)

SELLER'S WARRANTY
The SELLER hereby warrants that the VESSEL shall at the time of delivery be free and clear of all
debts, claims, liens and encumbrances of any kind whatsoever. The SELLER further warrants that it is
the legal registered owner of the VESSEL and has title to and the right to sell the VESSEL and that at
the time of delivery of the VESSEL it will be the legal registered owner of the VESSEL and have title to
and the right to sell the VESSEL. If at the time of delivery of the VESSEL to the BUYER there is in fact
existing any debt, claim, lien or encumbrance against the VESSEL of whatsoever kind and howsoever
arising incurred prior to the time of delivery of the VESSEL, the SELLER shall pay and fully discharge
the same as a condition to completion, or if the debt, claim, lien or encumbrance becomes known
subsequent to completion, the SELLER will indemnify and hereby indemnifies the BUYER against all
losses and expenses arising from any such debt, claim, lien or encumbrance against the VESSEL.

(16)

INVENTORY
At or prior to Completion as specified in Clause (18), the SELLER shall deliver to the BUYER or its
representative an inventory including everything belonging to the VESSEL (other than personal effects
and the Newton photograph in the beach club) on board and ashore and on order. Such inventory shall
be agreed between the Parties, shall be signed and dated by them and thereafter shall form part of this
Agreement.

(17)

CONDITION SURVEY
The BUYER may carry out the Condition Survey as referred to in Clause (27).

(18)

COMPLETION OF SALE
On delivery of the VESSEL and in consideration for the prior payment of the first instalment of the Sales
Price (including payment of the Deposit) in accordance with Clause (25) and in exchange for the
payment of the € 189,000,000 (One Hundred Eighty-Nine Million Euros), being the remainder of the
Sales Price, the SELLER shall provide the documentation set out in Addendum One.

(19)

RUNNING COSTS
All running costs for the VESSEL including berthing fees and crew's wages shall be for the SELLER's
account until completion of the Sale in accordance with Clause (18) (provided, that if the Charter takes
place, the running costs shall be subject to the provisions of the Charter for the period of its duration).
Notwithstanding what is contained in this Clause, the Condition Survey expenses referred to in Clause
(27) are for the BUYER's account.

(20)

DEFAULT OF SELLER
If the SELLER fails to deliver the VESSEL and the documentation in accordance with Clauses (15), (18)
and (21) of this Agreement on the Completion Date, the BUYER is entitled to cancel this Agreement,
and any part of the Sales Price then paid plus the Deposit (less, for the avoidance of doubt the Charter
Fee, if paid, as defined in the Charter and any other costs for the account of the BUYER pursuant to the
Charter or to this Agreement) shall be repaid, or released, as the case may be, to the BUYER with
interest, if any.

(21)

DELIVERY
The VESSEL shall be delivered safely afloat or as otherwise agreed at the Place of Delivery (as stated
in Clause (11)) at the BUYER's expense in the same condition as at the date of this Agreement (fair
wear and tear excepted and otherwise subject to any damage arising during the Charter) and outfitted
as at the date of this Agreement and with all materials, equipment, tackle, apparel, spare parts, stores
(including bonded stores), fuel, lubricating oils, spare gear and outfit (including, but not limited to,
furniture, linen, crockery and cutlery) belonging to the VESSEL on board and ashore and as more
particularly described and set out in the inventory and including items ordered but not delivered
(excepting fuel) all without extra cost to the BUYER, but excluding the SELLER's, Master's and Crew's
personal effects and the Newton photograph in the beach club.

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 MEMORANDUM OF AGREEMENT
M/Y “SERENE”

(22)

RISK
The SELLER undertakes not to use the VESSEL after the date of this Agreement other than in
accordance with the provisions of the Charter and/or to position the VESSEL at the place of delivery
pursuant to Clause (11). The risk of loss, damage or destruction of the VESSEL shall be governed by
the Charter for the duration of the Charter and thereafter borne by the SELLER until completion of the
Sale. In the event that the VESSEL is an actual, constructive or compromised total loss before delivery
of the VESSEL, all expenses incurred by the BUYER in relation to the Condition Survey under Clause
(27), if any and if unpaid, shall be payable and shall be paid from the Deposit, the balance (less, for the
avoidance of doubt, the Charter Fee as defined in the Charter and any other costs for the account of the
Buyer pursuant to the Charter or to this Agreement) and any part of the Sales Price then paid shall be
returned to the BUYER with interest, if any, and this Agreement shall thereafter be deemed null and
void.

(23)

TAXES/PERMISSION TO SELL
If permission of any governmental, regulatory or other authority is necessary to sell the VESSEL then it
shall be the responsibility of the SELLER to obtain the same. Any duties, taxes, costs, fees or expenses
due on the VESSEL prior to and up to but not including the time of completion of the Sale shall be for
the SELLER's account.

(24)

GENERAL
The BUYER hereby agrees to buy the VESSEL on the terms and conditions of this Agreement.

(25)

SALES PRICE AND DEPOSIT
Immediately upon signing of this Agreement, € 189,000,000 (One Hundred Eighty-Nine Million Euros) as
first instalment of the Sales Price shall be paid by the BUYER to the SELLER’s account (SERENA
EQUITY Ltd, Geneva Place, 2nd Floor, 333 Waterfront Drive, Road Town, Tortola, BVI:Bank: Deutsche
Bank (Switzerland), Account number: 5042094, SWIFT: DEUT CH GG, IBAN in EUR: CH08 0865 9504
2094 9780 0) in full and in cleared funds, and held subject to the terms and conditions of this
Agreement. The Deposit shall be paid within two Business Days of communication of the details of the
account for same at Deutsche Bank AG, London Branch (the "Escrow Agent"), which Deposit shall be
held by the Escrow Agent in accordance with the provisions of the Escrow Agreement between the
SELLER, the BUYER and the Escrow Agent (or, if the Escrow Agreement is not concluded at
Completion, to the aforesaid account of the SELLER at Completion).

(26)

Intentionally Blank

(27)

CONDITION SURVEY
(a) The BUYER may at its own cost undertake a Sea Trial and place ashore and/or open up the
VESSEL and her machinery for the purpose of completing a Condition Survey no later than the
date at Clause (9), time being of the essence in this respect.
(b)

If on completion of the Condition Survey and Sea Trial any Defects (as defined in (d) below) in the
VESSEL have been found (other than those known by or disclosed to the BUYER in writing prior to
the date of this Agreement, and thereby accepted by the BUYER, or otherwise arising by reason of
the Charter or other acts of the BUYER), the BUYER may within five Business Days (being a day
on which banks are open for business in Cayman Islands; London, U.K. and Riyadh, Kingdom of
Saudi Arabia) of completion of the Condition Survey (or earlier) give to the SELLER written notice
requiring the SELLER forthwith either (at the SELLER’s election) to make good any or all of the
defect(s) or alternatively to make a reasonable and sufficient reduction in the Sales Price to enable
the BUYER to make good the same.
If the SELLER elects to undertake the work, all agreed items of work shall be completed by the
SELLER without undue delay in all the circumstances and shall be carried out so as to satisfy the
expressly specified requirements of the BUYER's Surveyor and respective conditions of class in
respect of defect(s) mentioned in the Surveyor's Report and that of the Yacht Classification Society
and notified to the SELLER.

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 MEMORANDUM OF AGREEMENT
M/Y “SERENE”

If, in the alternative, the SELLER elects to agree a reduction in the Sales Price and the parties are
then unable to agree on the reduction, the parties shall each submit a statement giving details of
the Defect(s) to an agreed independent surveyor whose determination of the cost of the relevant
remedial work shall be final and binding on the parties for the purposes of this Clause. The BUYER
shall permit the SELLER or its authorised representatives reasonable access to the Yacht in order
to examine the Defect(s) and perform repairs.
(c)

If the BUYER serves written notice under Clause (27)(b) and if after three days of service of such
notice (in the absence of a referral to a surveyor), or three days from the determination by such
surveyor (if such is engaged), one or a relevant combination of the following circumstances
applies:
(i)

the SELLER has not agreed in writing to make good without delay any defect(s) specified in
such notice; or

(ii)

the BUYER and SELLER have not agreed in writing as to the amount by which the Sales
Price is to be reduced,

then in each case the terms and conditions of the Escrow Agreement shall apply and the Deposit
(with interest) shall be released to the BUYER, following deduction of any expense relating to the
remedial works, to be applied in connection with the discovery of Defects, and the Buyer shall not
be entitled to make any further claim whatsoever (whether in contract, tort or otherwise) against the
Seller in respect of any Defect or any losses, damages or expenses arising therefrom. The
amount of the Deposit, if any, returned to the BUYER by the Escrow Agent and not applied by the
BUYER to the remedy of Defects shall be paid by the BUYER to the SELLER at the account
specified in Clause (25) after completion of such repairs. In event that the SELLER agrees in
writing to make good any Defects or BUYER and SELLER have agreed to reduce the Sales Price,
then the amount of the Deposit shall be remitted to the SELLER’s account (less the agreed
reduction in Sales Price).
(d)

(28)

(29)

A defect shall be regarded as a defect for the purposes of this Clause (27) if an officially appointed
Marine Surveyor (being a marine surveyor whose day-to-day business is occupied with surveying
of very large yachts of similar quality to the VESSEL) shall have certified in writing that the
defect(s) render the VESSEL unseaworthy, and (i) such defect results in the imposition by the
Yacht Classification Society of a condition of class and (ii) such defect is not capable of repair
within a reasonable time so as to bring the Yacht back into class free of any such condition, and
the same shall be documented and verified by the imposition by the Yacht’s Classification Society
of a condition of class (a “Defect”) . For the purposes of any time limits herein, the survey shall be
deemed to be completed immediately following completion of the physical inspection by the
Surveyor.

ACCEPTANCE
In the absence of express notice of acceptance by the BUYER, which may be made on completion of
the Condition Survey, the VESSEL shall be deemed to be finally accepted by the BUYER either:
(a)

On the day after the date mentioned in Clause (9); or

(b)

Upon agreement between the SELLER and BUYER under Clause (27)(b).

CANCELLATION
In the event of this Agreement being terminated under the provisions of Clause (20) the BUYER shall
forthwith make good any damage caused to the VESSEL during the Charter and/or the Condition
Survey or otherwise related to action taken by the BUYER or its representatives.
The SELLER shall thereupon without delay return any part of the Sales Price paid to the BUYER and/or
deposited with the Escrow Agent with interest if any, less the Charter Fee as defined in the Charter and
any other costs for the account of the BUYER pursuant to the Charter or to this Agreement) and neither
the BUYER nor the SELLER shall henceforth have any claim against the other under this Agreement.

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 MEMORANDUM OF AGREEMENT
M/Y “SERENE”

(30)

Intentionally Blank

(31)

DEFAULT OF BUYER
Should the initial instalment of the Sales Price or the Deposit not be paid in accordance with Clause (25)
the SELLER shall have the right to cancel this Agreement and the SELLER shall be entitled to claim
compensation from the BUYER for provable losses and expenses reasonably incurred directly in
connection with the sale of the VESSEL to the BUYER, together with interest thereon at EURIBOR per
annum. If the BUYER fails to pay the balance of the Sales Price on or before the Completion Date in
accordance with Clause (18), the SELLER shall have the right to cancel this Agreement forthwith, and
the amount of the Deposit with interest, if any, shall be released to the SELLER, as agreed liquidated
damages. Any remaining portion of the Sales Price previously paid to the SELLER shall be returned
forthwith to the BUYER. Thereafter the SELLER shall not be entitled to any further claim for
compensation from any party under this Agreement.

(32)

TAXES/PERMISSION TO BUY
Any and all sales taxes imposed on the purchase by it of the VESSEL are the responsibility of the
BUYER who guarantees to indemnify and hereby indemnifies the SELLER for the payment of the same.
If permission of any governmental, regulatory or other authority is necessary for it to purchase the
VESSEL, then it shall be the responsibility of the BUYER to obtain the same and any costs, fees or
expenses related thereto shall be for the BUYER's account.

(33)

INTELLECTUAL PROPERTY RIGHTS
Intellectual property rights belonging to the SELLER and related to the VESSEL shall remain with the
SELLER, but the SELLER shall grant to the BUYER a perpetual, royalty-free license, transferable with
the VESSEL, to use any such intellectual property rights, in relation to the BUYER’s or any transferee’s
use of the VESSEL.

(34)

EXCLUSIONS
Save as provided for in Clause (15), every representation, condition, warranty or other undertaking
whether expressed or implied by statute, common law, custom or otherwise howsoever in relation to the
VESSEL, fault or errors in her description or her quality or her fitness, for any particular purpose whether
made or given before or after the date of this Agreement, are hereby excluded for all purposes.

(35)

FORCE MAJEURE
In this Agreement "Force Majeure" means any cause arising from or attributable to acts, events, nonhappenings, omissions, accidents or Act(s) of God beyond the reasonable control of the SELLER or the
BUYER (including, but not limited to, strikes, invasion, war, fire, explosion, sabotage, storm, extremes of
weather, collision, grounding, fog, government act or regulation). Both SELLER and BUYER agree that
the time scales mentioned in this Agreement may be reasonably extended due to any delay arising from
"Force Majeure" circumstances provided that each party uses its reasonable endeavours to minimise
such delay.

(36)

AGREEMENT
This Agreement (including Addendum One and Addendum Two) and the Escrow Agreement referred to
herein constitute the entire Agreement between SELLER and the BUYER in respect the sale and
purchase of the VESSEL, and it is agreed and understood that there are no other duties, obligations,
liabilities or warranties implied otherwise. It is effective and binding on the SELLER and the BUYER,
their heirs, executors and permitted assigns (which shall include the entity nominated by the BUYER as
such on or about the date of this Agreement) as soon as signed by the SELLER and the BUYER. In the
event of any conflict between the provisions of this Agreement and of the Charter, the provisions of this
Agreement shall prevail.

(37)

BROKERS
Neither the Seller nor the Buyer shall retain or otherwise involve any brokers, but in the event that the
Buyer has retained or involved any broker or, without prejudice to the generality of the foregoing, any
broker claims remuneration arising out of the MYBA charter agreement number 237813162150524
dated 24 May 2015, the Buyer shall be exclusively responsible for any such broker’s remuneration. The
BUYER agrees to indemnify and hold harmless the SELLER against all losses, damages, costs, claims
and demands (including legal fees on an indemnity basis) of whatsoever nature arising out of any claim

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 MEMORANDUM OF AGREEMENT
M/Y “SERENE”

of any broker alleging it has dealt with the BUYER in relation to this transaction, the Charter or the
aforementioned charter of 24 May 2015.
(38)

Intentionally Blank

(39)

Intentionally Blank

(40)

ARBITRATION & LAW
This Agreement shall be governed by and construed in accordance with the laws of England.
Any dispute or difference arising out of or in connection with this Agreement between the parties shall be
referred to arbitration in London to be determined in accordance with the provisions of the Arbitration Act
1996 and any subsequent enactment replacing or amending it.
Unless the parties agree upon a sole arbitrator, one arbitrator shall be appointed by each party. If within
14 days of receipt of notification in writing of the appointment of an arbitrator the receiving party fails to
appoint an arbitrator then the first arbitrator shall become sole arbitrator. Where two arbitrators are
appointed they shall appoint a third as Chairman.
The decision of the Tribunal shall be final and binding upon the parties and can be entered as a
judgment of the High Court of England and Wales.
If notice of arbitration proceedings is given by either party, the Deposit, if not yet released, should be
held in accordance with the terms of the Escrow Agreement pending the result of the arbitration.

(41)

ASSIGNMENT
The SELLER and the BUYER shall not assign and/or transfer any of their respective rights and
obligations under this Agreement to any person or corporate entity without the prior written consent of
the other party, which consent each party shall have full power to withhold. Provided that the BUYER
shall have the right by written notice to the SELLER, prior to delivery of the VESSEL, to transfer its right,
title and interest in this Agreement to its nominee, subject to the original BUYER remaining responsible
on a joint and several basis for the performance of the obligation of such nominee as BUYER under this
Agreement.

(42)

CONFIDENTIALITY
Each of the BUYER and the SELLER shall, and shall ensure that their respective employees, officers,
directors, shareholders, legal counsel, accountants, consultants, owners, associates and affiliates and
any other person within their respective control shall, keep entirely confidential and secret and not
disclose, describe, distribute or otherwise communicate to any person, except to the SELLER and the
BUYER and to their respective designated representatives, governmental authorities, advisors, banks
and sub-contractors or employees in order to assist in the transaction contemplated by this Agreement,
to maintain accounts and records or to prepare tax returns (but on the same confidential basis and only
to the extent that they are involved and have an absolute need to know), any information whatsoever
regarding any of the terms of this Agreement, or the documents executed pursuant to this Agreement
(including, but not limited to, the present or intended ownership of the VESSEL or the Sales Price),
except with the prior written agreement of the SELLER and the BUYER; provided that such information
may otherwise be disclosed if and to the extent required by applicable law (including pursuant to legal
proceedings).

(43)

NOTICES
Any notice required or authorised to be given to or by the SELLER and/or the BUYER shall be given in
writing and shall be deemed to be validly given if proved to have been dispatched, prepaid and properly
addressed to the relevant address or addresses or sent by telefax to the relevant facsimile number(s)
set out below. Signatures transmitted shall be binding.
SELLER
c/o SPI Group S.à r.l.
3, rue du Fort Rheinsheim
L-2499 Luxembourg

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BUYER
Eight Investment Limited Liability Company
Diplomatic Quarter, office No. (87)
Riyadh, Kingdom of Saudi Arabia

 MEMORANDUM OF AGREEMENT
M/Y “SERENE”

Fax: +352 24 69 51 31
Attn: Managing Director, Serena Equity Ltd.
(44)

17/07/2015

Fax: +966 11 470 4258
Attention: Bader Mohammed BinAsaker

COUNTERPARTS
This Agreement may be executed in any number of counterparts and by the several parties hereto on
separate counterparts, each of which when so executed and delivered shall be an original, but all the
counterparts shall together constitute one and the same instrument. A signed copy received by
facsimile shall be deemed to be an original.

 MEMORANDUM OF AGREEMENT
M/Y “SERENE”

Signature of SELLER ………………………………………...

Witness ...………………………………………..
Name
Address
Occupation

Signature of BUYER ………………………………………...

Witness ...………………………………………..
Name
Address
Occupation

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