Exhibit 4.119

EXECUTION VERSION

ADDENDUM NO. 1

to MOA dated

29 June 2018 in respect of Hull No. 8242

This addendum no. 1 (the “Addendum”) is made on 12 March 2019 by and among:

Cargill International SA, a company incorporated under the laws of Switzerland and having its registered office at 14 chemin de-Normandie, 1206 Geneva, Switzerland (the “Buyer”);

PCH Dreaming Inc., a corporation duly incorporated and validly existing under the laws of the Republic of the Marshall Islands and having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands, MH 96960 (the “Seller”); and

Top Ships Inc., a company duly incorporated and validly existing under the laws of the Republic of the Marshall Islands and having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands, MH 96960 (the “Guarantor”),

(the Buyer, the Seller and the Guarantor, each a “Party” and together, the “Parties”).

WHEREAS:

(A)

By a shipbuilding contract dated 9 January 2018 between the Seller and Hyundai Mipo Dockyard Co., Ltd. (“Builder”), the Builder agreed to construct, or procure the construction of, the product / chemical tanker named or, as the case may be, to be named, “ECO MARINA DEL REY”, constructed, or, as the case may be, under construction, by the Builder with Builder’s Hull No. 8242 and with IMO number 9798349 (“Vessel”) and the Seller agreed to buy the Vessel (as amended, supplemented or otherwise modified from time to time, including by an agreement dated 28 March 2018 and an Addendum No.1 dated 14 May 2018, the “Shipbuilding Contract”).

(B)

By a memorandum of agreement dated 29 June 2018 (“MOA”) and entered into among the Buyer, the Seller and the Guarantor in respect of the Vessel, the Buyer agreed to buy, and the Seller agreed to sell, the Vessel.

(C)

The Parties now wish to make various amendments to the MOA, such amendments in the terms set out in this Addendum.

NOW THEREFORE for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged and agreed by the Parties, the Parties AGREE AS FOLLOWS:

1.	Unless otherwise specified, capitalised terms and the interpretation of other terms used in this Addendum (including in its recitals) shall have the meanings and interpretations specified in the MOA and such terms shall apply, mutatis mutandis, to this Addendum, as if set out in full herein.

2.	As and with effect from the date of this Addendum:

2.1

The following new definitions shall be added to the ‘Definitions’ section of the MOA:

2.1.1

“‘Alpha Bank’ means Alpha Bank A.E., with its registered address at 40 Stadiou Street, Athens, Greece.”;

2.1.2

“‘CISA Payment Undertaking’ means an undertaking in the form and substance of the undertaking at Appendix K to be provided by the Buyer to Alpha Bank to pay to Alpha Bank an amount equal to the Net Sales Proceeds upon receipt by the Buyer of a fully executed copy of the Notice of Re-Assignment and the Vessel having been delivered to, and accepted by, the Delivery Entity under this Agreement or at such other time as provided for in the undertaking.”;

2.1.3

“‘Deed of Assignment’ means the deed of assignment entered into between the Seller and Alpha Bank dated 12 July 2018 pursuant to which the Seller agreed to, inter alia, assign its rights under the Shipbuilding Contract to Alpha Bank.”; and

2.1.4

“‘Notice of Re-Assignment’ means a notice of re-assignment entered into, or, as the case may be, to be entered into by Alpha Bank as regards the re-assignment to the Seller by Alpha Bank of, inter alia, the rights assigned to Alpha Bank under the Deed of Assignment, in a form and on terms acceptable to Alpha Bank and the Delivery Entity.”

2.2

The following definitions in the ‘Definitions’ section of the MOA shall be deleted in their entirety:

2.2.1

“‘Seller’s Account’ means the following account at the Seller’s Bank: NL20 ABNA 0627 7819 69 (or such other account as the Seller may nominate and the Buyer may approve (the Buyer’s approval always at the Buyer’s sole discretion) prior to the Time of Delivery).”

2.2.2

“‘Seller’s Bank’ means ABN AMRO BANK, BIC/SWIFT: ABNANL2A or such other bank or financial institution as the Seller may nominate and the Buyer may approve in writing (the Buyer’s approval always at the Buyer’s sole discretion) prior to the Time of Delivery.”;

2.3

The definition of “Shipbuilding Contract Payment Amount” in the ‘Definitions’ section of the MOA shall be deleted in its entirety and be replaced with “‘Shipbuilding Contract Payment Amount’ means an amount equal to United States Dollars Twenty Two Million Two Hundred and Sixty Six Thousand Five Hundred (US$22,266,500).”;

2.4

The definition of “Transaction Fees Amount” in the ‘Definitions’ section of the MOA shall be deleted in its entirety and be replaced by:

“‘Transaction Fees Amount’ means an amount equal to United States Dollars Five Hundred and Fourteen Thousand Seven Hundred and Twenty (US$271,720) representing the aggregate of:

(A) an amount equal to United States Dollars Fifty Thousand (US$50,000) representing the legal fees payable by the Buyer to the Financier pursuant to the Agreement to Acquire in connection with, inter alia, the preparation, negotiation, execution and delivery of the Agreement to Acquire;

(B) an amount equal to United States Dollars One Hundred and Twenty Nine Thousand Six Hundred (US$129,600), representing the Upfront Fee payable by the Buyer to the Financier pursuant to the Agreement to Acquire;

(C) an amount equal to United States Dollars Forty Two Thousand One Hundred and Twenty (US$42,120), representing the Commitment Fee payable by the Buyer to the Financier pursuant to the Agreement to Acquire;

(D) an amount equal to United States Dollars Fifty Thousand (US$50,000), representing the Buyer’s legal fees in connection with, inter alia, the preparation, negotiation, execution and delivery of this Agreement.”;

2.5

The words “United States Dollars thirty-two million four hundred thousand only (US$32,400,000)” in Clause 1 of the MOA shall be deleted in their entirety and replaced by “United States Dollars thirty-two million three hundred and eighty six thousand five hundred only (US$32,386,500)”;

2.6

Clause 2.7 of the MOA shall be deleted in its entirety and be replaced by:

“2.7 Save as otherwise agreed by the Buyer (such agreement in the Buyer’s sole discretion), and subject always to the terms and conditions of this Agreement, at the Time of Delivery, the Buyer shall:

2.7.1 deliver to the Seller a dated original Release Instruction executed by the Buyer; and

2.7.2 release to Alpha Bank a fully executed copy of the CISA Payment Undertaking.”;

2.7

Clause 2.8 of the MOA shall be deleted in its entirety and be replaced by:

“2.8 Save as otherwise agreed by the Buyer (such agreement in the Buyer’s sole discretion), delivery to the Seller of a dated original Release Instruction executed by the Buyer pursuant to Clause 2.7.1 and release to Alpha Bank of the fully executed copy of the CISA Payment Undertaking pursuant to Clause 2.7.2 shall constitute the full performance of the Buyer’s obligation to pay the Purchase Price under this Agreement.”;

2.8

Clause 2.9 of the MOA shall be deleted in its entirety and be replaced by:

“2.9 Notwithstanding Clause 2.2, any costs and/or expenses (including, without limitation, any fees or charges of the Builder’s Bank) incurred by the Buyer by reason of:

2.9.1 the remittance of the Shipbuilding Contract Payment Amount to the Builder’s Bank pursuant to Clause 2.5 (or pursuant to such other mechanism as the Buyer may agree (such agreement in the Buyer’s sole discretion)); and / or

2.9.2 the payment by the Buyer of the Net Sales Proceeds pursuant to the CISA Payment Undertaking,

shall be for the Seller’s account.”;

2.9

Clause 6.1.13 of the MOA shall be deleted in its entirety and be replaced by: “6.1.13 Two (2) originals of the Builder Protocol of Delivery and Acceptance duly executed by an authorised signatory of the Builder and the Delivery Entity as the Seller’s nominee under the Shipbuilding Contract”;

2.10

Clause 6.1.15 (c) of the MOA shall be deleted in its entirety and be replaced by “the Protocol of Stores of Consumable Nature issued by the Builder”;

2.11

Clause 6.1.23 of the MOA shall be deleted in its entirety and be replaced by “6.1.23 Any such additional documents which may be required by the Delivery Entity to register the Vessel under the flag of the Buyer’s Nominated Flag State and/or to transfer ownership of and title to the Vessel to the Delivery Entity; and”

2.12

A new Clause 6.1.24 shall be added to the MOA: “6.1.24 a copy of the dated Notice of Re-Assignment duly executed by Alpha Bank, and which Notice of Re-Assignment shall be fully effective at the time at which it is provided to the Buyer.”

2.13

The following words in Clause 6.4 of the MOA shall be deleted in their entirety “ten (10) Banking Days prior to the intended date of delivery of the Vessel to the Delivery Entity under this Agreement as notified by the Seller pursuant to Clause 4.1, (failing which the Buyer may cancel this Agreement with immediate effect upon written notice to the Seller and without liability whatsoever on the part of the Buyer)” and be replaced by “one (1) Banking Day prior to the Definite Delivery Date as notified by the Seller pursuant to

Clause 4.1, (failing which the Buyer may cancel this Agreement with immediate effect upon written notice to the Seller and without liability whatsoever on the part of the Buyer):”

2.14

Clause 6.4.13 of the MOA shall be deleted in its entirety and be replaced by:

“6.4.13 (A) an original of a letter signed by an authorised signatory of the Seller setting out the details of the Seller’s account at Alpha Bank to which the payment of the Net Sales Proceeds is to be made (such payment subject always to Clause 2 and to the terms of the CISA Payment Undertaking) and confirming the contact details of an individual (for example a named individual from the Seller’s accounting department) duly authorised by the Seller, who can be contacted by the Buyer by telephone to confirm the details of such account, in a form and on terms satisfactory to the Buyer (such satisfaction always at the Buyer’s sole discretion); and (B) an original of a letter signed by an authorised signatory of Alpha Bank setting out the details of the account at Alpha Bank to which the payment of the Net Sales Proceeds is to be made (such payment subject always to Clause 2 and to the terms of the CISA Payment Undertaking) and confirming the contact details of an individual duly authorised by Alpha Bank, who can be contacted by the Buyer by telephone to confirm the details of such account, in a form and on terms satisfactory to the Buyer (such satisfaction always at the Buyer’s sole discretion); and”

2.15

Clause 6.4.14 of the MOA shall be deleted in its entirety and Clause 6.4.15 of the MOA shall be renumbered to be Clause 6.4.14 of the MOA;

2.16

Clause 6.7.1 of the MOA shall be deleted in its entirety and be replaced by: “6.7.1 any additional documents required by the Buyer to enable payment of the Net Sales Proceeds to the account set out in the CISA Payment Undertaking (such payment subject always to the provisions of Clause 2 and to the terms of the CISA Payment Undertaking); and”;

2.17

Clause 6.8 of the MOA shall be deleted in its entirety and be replaced by: “6.8 The Buyer shall notify the Seller of any such additional documents required by the Buyer, or, as the case may be, the Financier pursuant to Clause 6.7 no later than one (1) Banking Day prior to the Definite Delivery Date (as determined by the five (5) Banking Day definite notice of the Definite Delivery Date as notified by the Seller pursuant to Clause 4.1)”;

2.18

the copy of the Sub-Bareboat Charter attached at Appendix B to the MOA shall be deleted and replaced in its entirety by the document at Annex 1 to this Addendum and all references in the MOA to the Sub-Bareboat Charter shall be read and construed accordingly;

2.19

the copy of the Vessel specifications attached at Appendix F to the MOA shall be deleted and replaced in their entirety by the documents at Annex 2 to this Addendum and all references in the MOA to the Specifications shall be read and construed accordingly; and

2.20

the document at Annex 3 to this Addendum shall be appended to the MOA in a new Appendix K.

This Addendum shall be an integral part of the MOA and shall be an amendment and supplement thereto and as and with effect from the date of this Addendum, the MOA shall be read and construed subject to and in accordance with the terms of this Addendum. Save those altered and changed pursuant to this Addendum, all other terms and/or conditions of the MOA, including Clause 25 (Guarantee) of the MOA, shall remain unaltered and are, and shall remain, in full force and effect.

4.	Each Party hereby represents and warrants to the other Parties that its execution of this Addendum has been duly authorised and this Addendum constitutes its legal and valid obligations binding on it in accordance with the terms of this Addendum.

This Addendum may be executed in any number of counterparts each of which when executed shall constitute an original of this Addendum, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each Party has executed at least one counterpart. A signed copy received in .pdf format shall be deemed to be an original.

This Addendum and any non-contractual obligations arising out of, or in connection with, it shall be governed by, and construed in accordance with, English law. Any disputes arising out of, or in connection with, this Addendum shall be settled in accordance with Clause 27 of the MOA which shall apply, mutatis mutandis, to this Addendum, as if set out in full herein.

IN WITNESS WHEREOF the Parties have caused this Addendum to be duly executed by their duly authorised officers and to be effective on the date and year first above written.

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Annex 1 – Sub-Bareboat Charter

ANNEX 1 TO MOA ADDENDUM NO.1

BAREBOAT CHARTER AGREEMENT HULL NO. 8242

Dated as of [●] 2019

Between

CARGILL INTERNATIONAL SA
as Owner,

and

PCH DREAMING INC.

as Charterer

EXECUTION VERSION

ADDENDUM NO. 1

to MOA dated
29 June 2018 in respect of Hull No. 8242

This addendum no. 1 (the “Addendum”) is made on 12 March 2019 by and among:

Cargill International SA, a company incorporated under the laws of Switzerland and having its registered office at 14 chemin de-Normandie, 1206 Geneva, Switzerland (the “Buyer”);

(the Buyer, the Seller and the Guarantor, each a “Party” and together, the “Parties”).

WHEREAS:

(A)

(B)

(C)

The Parties now wish to make various amendments to the MOA, such amendments in the terms set out in this Addendum.

NOW THEREFORE for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged and agreed by the Parties, the Parties AGREE AS FOLLOWS:

1.	Unless otherwise specified, capitalised terms and the interpretation of other terms used in this Addendum (including in its recitals) shall have the meanings and interpretations specified in the MOA and such terms shall apply, mutatis mutandis, to this Addendum, as if set out in full herein.

2.	As and with effect from the date of this Addendum:

2.1

The following new definitions shall be added to the ‘Definitions’ section of the MOA:

2.1.1

“‘Alpha Bank’ means Alpha Bank A.E., with its registered address at 40 Stadiou Street, Athens, Greece.”;

2.1.2

2.1.3

2.1.4

2.2

The following definitions in the ‘Definitions’ section of the MOA shall be deleted in their entirety:

2.2.1

2.2.2

2.3

2.4

The definition of “Transaction Fees Amount” in the ‘Definitions’ section of the MOA shall be deleted in its entirety and be replaced by:

“‘Transaction Fees Amount’ means an amount equal to United States Dollars Five Hundred and Fourteen Thousand Seven Hundred and Twenty (US$271,720) representing the aggregate of:

2.5

2.6

Clause 2.7 of the MOA shall be deleted in its entirety and be replaced by:

2.7.1 deliver to the Seller a dated original Release Instruction executed by the Buyer; and

2.7.2 release to Alpha Bank a fully executed copy of the CISA Payment Undertaking.”;

2.7

Clause 2.8 of the MOA shall be deleted in its entirety and be replaced by:

2.8

Clause 2.9 of the MOA shall be deleted in its entirety and be replaced by:

“2.9 Notwithstanding Clause 2.2, any costs and/or expenses (including, without limitation, any fees or charges of the Builder’s Bank) incurred by the Buyer by reason of:

2.9.2 the payment by the Buyer of the Net Sales Proceeds pursuant to the CISA Payment Undertaking,

shall be for the Seller’s account.”;

2.9

2.10

Clause 6.1.15 (c) of the MOA shall be deleted in its entirety and be replaced by “the Protocol of Stores of Consumable Nature issued by the Builder”;

2.11

2.12

2.13

Clause 4.1, (failing which the Buyer may cancel this Agreement with immediate effect upon written notice to the Seller and without liability whatsoever on the part of the Buyer):”

2.14

Clause 6.4.13 of the MOA shall be deleted in its entirety and be replaced by:

2.15

Clause 6.4.14 of the MOA shall be deleted in its entirety and Clause 6.4.15 of the MOA shall be renumbered to be Clause 6.4.14 of the MOA;

2.16

2.17

2.18

2.19

2.20

the document at Annex 3 to this Addendum shall be appended to the MOA in a new Appendix K.

4.	Each Party hereby represents and warrants to the other Parties that its execution of this Addendum has been duly authorised and this Addendum constitutes its legal and valid obligations binding on it in accordance with the terms of this Addendum.

IN WITNESS WHEREOF the Parties have caused this Addendum to be duly executed by their duly authorised officers and to be effective on the date and year first above written.

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Annex 1 – Sub-Bareboat Charter

ANNEX 1 TO MOA ADDENDUM NO.1

BAREBOAT CHARTER AGREEMENT HULL NO. 8242

Dated as of [●] 2019

Between

CARGILL INTERNATIONAL SA
as Owner,

and

PCH DREAMING INC.

as Charterer

TABLE OF CONTENTS			Page

1.	CONDITION PRECEDENT		2

2.	TIME CHARTER		2

3.	CHARTER TERM		2

4.	DELIVERY; REDELIVERY		3
	(a)	Delivery	3
	(b)	Redelivery	4
	(c)	Survey, Inventory and Inspection	4
	(d)	Redelivery – Condition	6
	(e)	Redelivery – Certificates	8
	(f)	Redelivery – Access	8
	(g)	Redelivery Inventory	8
	(h)	Documentation	8

5.	CHARTER HIRE		8

	(a)	Charter Hire	8
	(b)	Hell or High Water Charter Obligation	9

6.	USE; OPERATIONS		10

7.	MAINTENANCE AND OPERATION		15
	(a)	Charterer’s Control and Expenses	15
	(b)	Maintenance and Repairs	15
	(c)	Reports and Rights of Inspections	16
	(d)	Lay-up	17

8.	ALTERATIONS		17
	(a)	Structural Modifications	17
	(b)	Alterations and Restoration	18
	(c)	Replacements	18
	(d)	Required Modifications	18
	(e)	Title to Modifications	18
	(f)	Removal of Property	19
	(g)	Contest of Requirements of Law	19

9.	INSURANCE -GENERAL		19
	(a)	Form of Insurance; Indemnity	20
	(b)	Proof of Insurance	21
	(c)	Forced Insurance	21
	(d)	Termination Due To Loss	21
	(e)	Payments in Event of Total Loss	21
	(f)	Limitation of Liability	22
	(g)	Wreck Removal	22
	(h)	Requisition	22

10.	LIENS		23

11.	MORTGAGES; FINANCING; SUBORDINATION		24

12.	END OF CHARTER AND OTHER OPTIONS		25

13.	REPRESENTATIONS AND WARRANTIES; OWNER COVENANTS		29

	(a)	Charterer’s Representations	29
	(b)	Owner’s Representations and Covenants	29

14.	ASSIGNMENT; SUB-BAREBOAT CHARTER		30

15.	LOGO AND VESSEL NAMES		30

16.	NOTICES		30

17.	DEFAULTS; REMEDIES		31
	(a)	Events of Default	31
	(b)	Remedies	34

18.	INDEMNIFICATION, WITHHOLDING AND CERTAIN AGREEMENTS		36
	(a)	Owner’s Indemnification of the Charterer	36
	(b)	Charterer’s Indemnification of the Owner	37
	(c)	Charterer’s Withholding	37
	(d)	Survival	38
	(e)	No Limitation	38
	(f)	Consequential Damages	38

19.	INCOME TAX		40

20.	LAW AND JURISDICTION		40
	(a)	Governing Law	40
	(b)	Venue	40
	(c)	Jury Trial Waiver	40
	(d)	Service of Process	40

21.	SALVAGE		41

22.	WAR		41

23.	ASSIGNMENT OF INSURANCES		42
	(a)	Collateral	42
	(b)	No Obligation to Perform	42

24.	CHANGE OF THE OWNERSHIP		42

25.	WAIVER		42

26.	NO REMEDY EXCLUSIVE		43

27.	ENTIRE AGREEMENT; AMENDMENT		43

28.	COUNTERPARTS		43

29.	SEVERABILITY	43

30.	CAPTIONS	43

31.	BINDING EFFECT	43

Exhibits

Exhibit A - Basic Charter Hire

Exhibit A-1 - Loss Value, Purchase Price and Profit Share Price Schedule

Exhibit B – Notice of Assignment of Insurances

Exhibit C – Agreed form of Time Charter

BAREBOAT CHARTER AGREEMENT HULL NO. 8242

This Bareboat Charter Agreement “Hull No. 8242” (the “Charter”) is made the [●] day of [●], 2019 by and between Cargill International SA, a company incorporated pursuant to the laws of Switzerland (the “Owner”), and PCH Dreaming Inc., a company incorporated in the Republic of the Marshall Islands (the “Charterer”).

(The Owner and the Charterer, each a “Party” and together, the “Parties”) RECITALS

WHEREAS, Hyundai Mipo Dockyard Co., Ltd. (as builder, “Builder”) and the Seller (as defined below) (as buyer) have entered into a shipbuilding contract dated 9 January 2018 (as amended by the agreement dated 28 March 2018 relating to the installation of a scrubber and by an Amendment No. 1 dated 14 May 2018 and as otherwise amended, modified and supplemented from time to time, the “Shipbuilding Contract”) whereby the Builder has agreed to construct and the Seller has agreed to purchase one (1) 50,000 dwt MR product/chemical tanker Hull No. 8242 named, or, as the case may be, to be named M/T “ECO MARINA DEL REY” with IMO number 9798349 (the “Vessel”) from the Builder under the terms and conditions set forth therein [and pursuant to which the Seller has nominated CFT Investments 1 LLC (the “Head Owner”) (as the nominee of the Seller) pursuant to a [nomination notice] dated [●] 201[9] to acquire title to, and take delivery of, the Vessel thereunder]¹.

WHEREAS, inter alios, the Charterer (as seller, the “Seller”) and the Owner (as buyer) have entered into a memorandum of agreement dated [●] 2018 (as amended, modified and supplemented from time to time, the “MOA”) whereby the Owner has agreed to purchase the Vessel from the Seller under the terms and conditions set forth therein and pursuant to which the Owner has nominated the Head Owner (as the nominee of the Owner) pursuant to a nomination notice dated [●] 2019 to acquire title to, and take delivery of, the Vessel thereunder.

WHEREAS, the Owner, Sumitomo Mitsui Banking Corporation and the Head Owner, have entered into an Agreement to Acquire and Charter “Hull No. 8242” dated as of [●] 2018 (as amended, supplemented or otherwise modified from time to time, the “Agreement to Acquire”) whereby the Head Owner has agreed to acquire the Vessel and bareboat charter the Vessel to the Owner and the Owner has agreed to cause title to the Vessel to be transferred directly to the Head Owner.

WHEREAS, the Owner, the Head Owner, the Time Charterer (as defined below) and the Charterer have entered into a multipartite agreement dated as of [●] 2019 (as amended, supplemented or otherwise modified from time to time, the “Multipartite Agreement”) whereby, inter alia, the Charterer agrees this Charter shall be subordinated to the Head Owner’s interests under the Bareboat Charter (as defined below).

WHEREAS, immediately subsequent to delivery of the Vessel under this Charter, the Vessel will be duly documented in the name of the Head Owner as owner thereof under the

¹ TBC by Owner

laws and flag of the Republic of the Marshall Islands (the “Flag State”) under Official No. 8150.

WHEREAS, the Head Owner has agreed to bareboat charter the Vessel to the Owner after its delivery on terms agreed between them (the “Bareboat Charter”) on the date of this Charter.

WHEREAS, upon delivery of the Vessel to the Owner under the Bareboat Charter, the Owner and the Charterer desire for the Owner to sub-bareboat charter the Vessel to the Charterer to be used to carry oil and oil and chemical products.

WHEREAS, the Owner and the Charterer desire for the Charterer to let the Vessel out on hire under a time charter dated as of [●] 2019 in the form appended at Exhibit C hereto (as amended, supplemented or otherwise modified from time to time, the “Time Charter”) to the Owner as time charterer (in such capacity, the “Time Charterer”) upon taking delivery of the Vessel hereunder, the Time Charter to be of equal duration to this Charter.

WHEREAS, as security for the due and punctual performance of, inter alia, the Charterer’s obligations under this Charter, Top Ships Inc. a company incorporated in the Republic of the Marshall Islands (the “Guarantor”), has guaranteed, inter alia, the obligations of the Charterer under this Charter pursuant to a guarantee dated [●] 2019 in favour of the Owner (as may be amended, supplemented or otherwise modified from time to time, the “Guarantee”). The Guarantee and any Additional Security (as defined in Section 17(b)(viii)) together, the “Charter Security”). This Charter, the Multipartite Agreement and the Guarantee, together the “Transaction Documents”.

NOW THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Owner and the Charterer agree as follows:

1.	Condition Precedent

It shall be a condition precedent to this Charter that the Head Owner shall have accepted and taken delivery of the Vessel under the MOA, and that the Owner shall have accepted and taken delivery of the Vessel under the Bareboat Charter failing which any and all obligations hereunder of either Party toward the other shall be null and void and of no effect.

2.	Time Charter.

It is hereby agreed between the Parties that, upon the Owner’s confirmation to the Charterer of the delivery of the Vessel to the Owner under the Bareboat Charter, and the delivery of the Vessel hereunder, the Charterer and the Owner automatically without further action by either the Charterer or the Owner shall be deemed to have entered into the Time Charter.

3.	Charter Term.

(a)

Subject to the terms and conditions of this Charter, the Owner hereby charters and demises to the Charterer and the Charterer hereby hires, and takes on demise, from the Owner, the Vessel. Except as otherwise provided in this Charter, the term of this Charter (the “Charter Term”) shall continue from (x) the date of delivery of the Vessel to the Head Owner as nominee of the Owner by the Builder and delivery by

the Owner to the Charterer hereunder in accordance with the terms of Section 4(a) (the date of such occurrence being herein called the “Delivery Date”) up to and through (y) the date falling sixty (60) months following the Delivery Date.

(b)

There shall be no extension of this Charter beyond the initial sixty (60) month term described in Section 3(a).

4.	Delivery; Redelivery.

(a)

Delivery.

(i) Delivery of the Vessel under this Charter will take place simultaneously with delivery of the Vessel by the Head Owner to the Owner under the Bareboat Charter. Delivery of the Vessel to the Owner by the Head Owner under the Bareboat Charter shall be deemed to constitute (i) full performance by the Owner of its obligations to deliver the Vessel to the Charterer hereunder (including, without limitation, in relation to the condition and/or class of the Vessel at delivery) and (ii) acceptance by the Charterer of the same. The Vessel shall be delivered to the Charterer with all documentation relating to the operation of the Vessel and its equipment that the Owner receives from the Seller pursuant to the MOA and/or the Builder pursuant to the Shipbuilding Contract and/or from the Head Owner pursuant to the Bareboat Charter, including, to the extent received by the Owner, technical and operating manuals, construction drawings, specifications, repair records, sea trial reports, classification reports, regulatory inspection records and approvals (collectively, the “Technical Documents”). During the Charter Term, the Charterer shall be entitled to possession of the Technical Documents; provided, however, that the Owner and its designees shall be allowed reasonable access to and may make copies of the Technical Documents.

(ii) The Owner has been assigned all of the rights and interests (but not title) of the Owner (as buyer) with respect to the Vessel under the MOA (the “Owner’s Assigned Interests”). In addition, the Owner has been assigned all of the Seller’s rights and interests (but not title) from time to time arising under the Shipbuilding Contract (the “Seller’s Assigned Interests”) (the Owner’s Assigned Interests and the Seller’s Assigned Interests, together, the “Assigned Interests”). The Owner hereby assigns to the Charterer such rights and interests (but not title) as the Owner may have in the Assigned Interests and such assignment shall be co-extensive with the Charter Term. The Charterer shall use due diligence to assert and enforce all such rights and interests. Upon termination or expiration of this Charter (unless the Charterer acquires the Vessel pursuant to the terms and conditions of Section 12 of this Charter or, as the case may be, the Charterer (or, as the case may further be, the Charterer’s nominee) acquires the Vessel pursuant to the terms and conditions of clause 5.1 of the Multipartite Agreement), the Charterer shall be deemed to have automatically re-assigned all its rights, title and interest in the Assigned Interests to the Owner. The Charterer hereby re-assigns to the Owner any amounts payable to the Charterer by or for the account of the Seller as a result of the assignment made in the third sentence of this Section 4(a) (ii), all of which amounts shall be paid to the Owner, provided that any sums the Charterer shall have paid or agreed to pay third

parties for correcting damage, defects or deficiencies in the Vessel shall be excluded from such reassignment and such sums shall be paid to the Charterer.

(iii) Without prejudice to Section 4(c), on the Delivery Date, the Vessel shall, or be deemed to, be in class without conditions or recommendations (other than as noted in the confirmation of class (or equivalent) delivered to the Owner and the Head Owner on the Delivery Date (for the avoidance of doubt, the Charterer agrees and acknowledges that such confirmation of class (or equivalent) shall be the same declaration of class or class maintenance certificate as delivered by the Seller to the Head Owner pursuant to clause 6.1.19 of the MOA) and notwithstanding any such conditions or recommendations of class that may exist on the Delivery Date) and shall be classed with DNV GL (“Classification Society”). During the Charter Term, the Vessel shall remain classed with the Classification Society or, with the prior written consent of the Owner, which consent shall not be withheld unreasonably, another classification society that is a member of the International Association of Class Societies, and in the event that the Owner gives such written consent, as from the date of the change in classification society all references to ‘Classification Society’ in this Charter shall be read and construed as meaning the Vessel’s new classification society as consented to by the Owner in such written consent.

(iv) THE OWNER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, TITLE OR THE DESIGN, CONDITION, MERCHANTABILITY, SEAWORTHINESS OF OR THE QUALITY OF THE MATERIAL, EQUIPMENT, OR WORKMANSHIP IN THE VESSEL, AS TO ITS FITNESS FOR A PARTICULAR PURPOSE OR ANY PARTICULAR TRADE, OR AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AND THE OWNER FURTHER DISCLAIMS ALL OTHER LIABILITIES (AT COMMON LAW OR IN CONTRACT OR IN ADMIRALTY OR TORT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY OR NEGLIGENCE IN ANY DEGREE). THE VESSEL IS DELIVERED BY THE OWNER TO THE CHARTERER “AS IS, WHERE IS” AND WITH ALL FAULTS.

(b)

Redelivery. The provisions respecting redelivery of the Vessel as set forth in Sections 4 (b), 4 (c)(ii), 4 (d), 4 (e), 4 (f) and 4 (g) shall not be applicable in the event that the Charterer acquires the Vessel pursuant to the terms and conditions of Section 12 (a) or 12 (b), as the case may be, and/or clause 5 of the Multipartite Agreement.

The Charterer shall, at its own cost and expense, following the termination of this Charter in accordance with Section 17(b)(i), redeliver the Vessel to the Owner at a location designated by the Owner. Such location shall be an easily accessible location recognised as a safe port within the following ranges, dropping last outward sea pilot USAC, USG, Caribbean, UK/Continent, Mediterranean, AG-Japan with such location never to be within a Prohibited Country and always within International Navigation Limits. The Charterer shall redeliver all Technical Documents to the Owner with the Vessel. The

Charterer shall also provide to the Owner prior to redelivery evidence of the most recent drydocking, inspection and related repairs required by this Charter, together with written confirmation by the Charterer that to the best of its knowledge and belief there has been no subsequent damage, grounding, collision or other similar material event subsequent to such drydocking (or providing the details of any of such events that may have occurred).

Commencing upon a determination pursuant to Section 17 that the Vessel will be redelivered, and through the completion of redelivery, the Charterer will (x) keep the Owner regularly apprised of the movements of the Vessel and its scheduled ports of call, and (y) allow for and assist in making the Vessel available for inspection at ports of call thereafter by potentially interested purchasers or charterers of the Vessel, as requested by the Owner. Any such inspection shall be without interference with or delay of the Vessel’s operations and without interference with the Vessel’s crew.

(c)

Survey, Inventory and Inspection.

(i) On, or in the Owner’s option, prior to, the Delivery Date, the Charterer shall do a survey, at its own cost and expense, of the Vessel and its inventory. The Owner agrees to accept such survey (the “On-hire Survey”) as the benchmark for the condition of the Vessel and the amount of inventory on the Vessel at the commencement of the Charter Term. The Charterer hereby unconditionally agrees that the Vessel’s condition will be acceptable to it in all respects and in accordance with the terms of this Charter and the Charterer will have no claim against the Owner whatsoever in respect of any defects, damage or deficiencies and/or other items and/or matters resulting in and/or which are the subject of any recommendation or condition of class (“Deficiencies”) on the Delivery Date or otherwise identified during any UWI (as defined in Section 4 (c)(iv)) (which, for the purposes of the On-hire Survey, the Parties shall ignore) during and/or after the Charter Term and/or following purchase of the Vessel by the Charterer. If requested by the Owner, and at the Charterer’s expense, an underwater survey may be performed as part of the On-hire Survey. Purchase of bunkers and fuel oil on board the Vessel at the time of delivery will be made in accordance with the terms of the Time Charter.

(ii) Following the termination of this Charter in accordance with Section 17(b)(i), the Owner shall appoint an independent marine surveyor, who is reasonably acceptable to the Charterer, for the purpose of determining and agreeing in writing the condition of the Vessel at the time of redelivery hereunder (the “Off-hire Survey”) as well as a plan to implement any correction of any deficiencies construed by the surveyor to exceed normal wear and tear. The expenses for the independent surveyor for such survey shall be paid by the Charterer. Such survey will include, but not be limited to, an inventory of all consumables, stores, spare parts and equipment on board the Vessel and ashore; a monetary valuation of such inventory; a general condition survey of the Vessel including photographic or videotape records; an inspection of class records; and an inspection of maintenance records. If requested by the Owner, and at the Charterer’s own cost and expense, an underwater survey may be performed as part of the Off-hire Survey.

(iii) The On-hire Survey report and the Off-hire Survey report (if any), when agreed, shall be deemed to be incorporated into this Charter by reference.

(iv) At the request of the Owner, the Charterer shall at its own cost and expense arrange for an underwater inspection of the Vessel (the “UWI”) to be performed by a diver approved by the Classification Society prior to the Delivery Date at a place at which conditions are suitable for such underwater inspection (as determined by the Owner or the Classification Society). The UWI shall be carried out in the presence of a Classification Society surveyor arranged for by the Charterer and paid for by the Charterer. The Owner’s and the Head Owner’s representative(s) shall have the right to be present at the UWI as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. The extent of the UWI and the conditions under which it is performed shall be to the satisfaction of the Classification Society. Any Deficiencies discovered during the UWI shall be rectified by the Charterer pursuant to Section 7(b). If the Vessel’s rudder, propeller, bottom or other underwater parts are found broken, damaged or defective (but excluding any fouling or marine growth) during the UWI and such breakage, damage or defects do not constitute Deficiencies, the Charterer shall at the Charterer’s own cost and expense promptly remedy such breakage, damage or defect to the Owner’s and the Head Owner’s satisfaction (such satisfaction at the Owner’s and the Head Owner’s sole discretion) but without unreasonably interfering with the Time Charterer’s use or operation of the Vessel. If any fouling of and/or marine growth on the Vessel’s rudder, propeller, bottom or other underwater parts is discovered during the UWI, and the extent of such fouling and/or marine growth is greater than would reasonably be expected to have accumulated on a hull of similar type, size and age to the Vessel’s hull up to the date of the UWI, the Charterer shall, at the Charterer’s own cost and expense but without unreasonably interfering with the Time Charterer’s use or operation of the Vessel, promptly (and in all events at the next drydocking of the Vessel or such earlier date as required by the Classification Society and/or United States Coast Guard (as applicable and as the case may be)) clean such fouling and/or marine growth to the Owner’s and the Head Owner’s satisfaction (such satisfaction at the Owner’s and the Head Owner’s sole discretion).

(v) During the Charter Term and without prejudice to Section 6, the Charterer shall take all prudent and necessary steps and actions to procure the Vessel’s, the Charterer’s and the Vessel manager’s compliance with the Oil Companies International Marine Forum (“OCIMF”) SIRE and CDI (where applicable) inspection requirements and “Tanker Management Self-Assessment” program as well as the SIGTTO guidelines. The Charterer shall at all times provide for and allow the Owner access to Q88 information for the Vessel (allowing the Owner to review SIRE reports of OCIMF in relation to it) and the SIRE report for the Vessel.

(d)

Redelivery – Condition.

(i) The Charterer agrees that on redelivery of the Vessel, the Vessel, its tackle, apparel, equipment and other appurtenances shall be clean, suitable, and in the same or as good order and condition and in class as when

delivered, fair wear and tear excepted, not affecting class excepted, and in all respects shall be seaworthy. For the avoidance of doubt, any Deficiencies shall be rectified and made good in all respects by the Charterer as required by the Classification Society and in any event prior to the date of redelivery of the Vessel by the Charterer to the Owner and the Vessel shall be redelivered to the Owner in class without any recommendation or condition affecting class. The Charterer further agrees that on redelivery of the Vessel (A) the Vessel will be re-delivered cargo free with tanks and storage places cargo-free, clean, gas-free and ready to load cargo, (B) the Vessel shall be capable of carrying the highest possible quality cargo according to class and Vessel specifications, (C) all food storage and preparation areas will be cleaned, sanitized, dry and ready for immediate operation, and (D) the Vessel shall be capable of operating for its intended use as a vessel of its type, size and age and subject to any subsequent alterations as provided by Section 8.

(ii) The Charterer agrees that upon redelivery of the Vessel (A) the Vessel shall have all valid trading, class and class related certificates in place and up to date, which shall have a minimum of eighteen (18) months’ remaining validity (B) there shall be not less than eighteen (18) months remaining prior to the next special survey and dry dockings of the Vessel as required by the Classification Society, such eighteen (18) month period being without any consideration to any extension granted by the Classification Society, (C) the Vessel shall have installed thereon all spares required by the Classification Society and by all regulatory authorities having jurisdiction over the Vessel, (D) the Vessel shall be accepted by each of the Oil Majors (as defined below) and be in compliance with all vetting requirements and (E) the Vessel shall be in full compliance with OCIMF SIRE and CDI (where applicable) inspection requirements and “Tanker Management Self-Assessment” program as well as the SIGTTO guidelines. The Charterer further agrees that in the event of the redelivery of the Vessel by the Charterer to the Owner, it is understood and agreed that the Vessel shall be redelivered after having successfully completed a five (5) year special survey prior to such redelivery and with her ballast water treatment system and scrubber installed and maintained in full compliance with the requirements of the Flag State, the Classification Society, any other applicable classification societies and/or certifying authorities, and/or any regulatory or governmental agencies or authorities having jurisdiction over the Vessel and its equipment (or the area where the Vessel is operating from time to time), including, if applicable, the United States Coast Guard. The Charterer further agrees that upon redelivery, the Vessel shall be in full compliance with all applicable International Maritime Organization rules and regulations, including all applicable sulfur emissions standards, with which the Vessel is required to comply at the time of redelivery.

(iii) Without prejudice to the remedies available to the Owner pursuant to Section 17(b), the Charterer further agrees that upon redelivery of the Vessel by the Charterer to the Owner following the termination of this Charter in accordance with Section 17(b)(i), the Charterer shall fully indemnify the Owner against, and reimburse the Owner for, and the Charterer shall pay no later than fourteen (14) days after the Owner’s demand, the Owner for any and all costs incurred by the Owner (including, if applicable,

the resolution of any Deficiencies) in connection with: (A) the Vessel’s five (5) year special survey; and (B) the Vessel’s ballast water treatment system and scrubber to the extent that either or both does not comply with the requirements specified under Section 4(d)(ii) above.

(iv) The Charterer agrees that upon re-delivery, the functional and operating integrity of all machinery and equipment of the Vessel shall be verified and approved by an independent marine surveyor designated by the Owner.

(e)

Redelivery – Certificates. The Charterer agrees that upon redelivery the Vessel will meet the complete requirements of, and be certificated at, RightShip 3-star level or any replacement thereof.

(f)

Redelivery – Access. Following the termination of this Charter in accordance with Section 17(b)(i), the Charterer shall permit access to the Vessel at reasonable times to the Owner and to persons designated by the Owner, and shall permit the inspection of the Vessel by such persons.

(g)

Redelivery Inventory. The Charterer shall redeliver the Vessel with the same amount of unbroached provisions, paints, oils, ropes, spare parts and equipment, and other unused consumable stores as are on board and ashore at the commencement of the Charter Term as determined pursuant to the inventory conducted as part of the On-hire Survey. In the event consumable stores are greater at redelivery than at delivery, the Charterer may remove the excess. Notwithstanding any term or condition of the Time Charter, all bunkers and fuel oil onboard the Vessel at the time of redelivery shall remain the property of the Owner. Title to lubricants on board the Vessel at the time of redelivery shall be deemed to transfer to the Owner at the time of redelivery and the Owner shall not be obliged to pay for such lubricants.

(h)

Documentation. The Parties agree that on the Delivery Date, the Vessel shall be duly documented in the name of the Head Owner as owner thereof under the laws and flag of the Flag State. The Owner shall be responsible for such registration and the Charterer shall promptly provide all assistance required by the Owner for the purposes of such registration. The Charterer shall be responsible for naming the Vessel and for paying for initial Flag State documentation and maintaining such due documentation throughout the Charter Term, at the Charterer’s own cost and expense, provided, the Owner agrees that the Owner will reasonably cooperate with the Charterer in establishing and maintaining such Flag State documentation. The Charterer shall also pay all the Flag State fees associated with initial documentation and any annual Flag State fees required to maintain documentation or the Head Owner’s foreign maritime entity status. The Charterer shall not suffer or permit anything to be done which might injuriously affect the entitlement of the Vessel to be documented under the laws and regulations of the Flag State.

5.	Charter Hire.

(a)

Charter Hire.

(i) Basic Charter Hire. The Charterer shall pay to the Owner charter hire for the Vessel during the Charter Term (“Basic Charter Hire”) at the applicable rate per day set forth in Exhibit A hereto (“Daily Charter Hire Rate”) on (y) each Charter Hire Payment Date; and (z) any other date as provided for under this Charter.

(ii) Additional Hire. All amounts (other than Basic Charter Hire) to be paid by the Charterer to the Owner under this Charter, and all indemnities, fees, costs and other expenses whatsoever incurred by: (A) the Owner under, or in connection with, the Transaction Documents and the transactions contemplated thereby; and (B) by the Head Owner under, or in connection with, this Charter, the Bareboat Charter, the Multipartite Agreement and the transactions contemplated thereby, shall be deemed “Additional Hire”. Basic Charter Hire and Additional Hire are collectively called “Charter Hire”.

(iii) Partial Months. If the Charterer is required by the terms of this Charter to pay Charter Hire to the Owner on a date other than a Charter Hire Payment Date defined in Section 5(a)(iv) below, the Charter Hire payable for the period from the immediately preceding Charter Hire Payment Date through such date shall be payable at a daily rate equal to the Daily Charter Hire Rate multiplied by the actual number of days for which Charter Hire is payable.

(iv) Charter Hire Payments. Payments of Charter Hire shall be paid in United States currency to such account and in such manner as may be designated in writing by the Owner from time to time. Basic Charter Hire shall be paid monthly in arrears on the day numerically corresponding to the day of the Delivery Date occurring in each month during the Charter Term following the month in which the Delivery Date occurs (each, a “Charter Hire Payment Date”); and provided further that if the Charter Hire Payment Date does not fall on a day on which banks are open for business in London, New York, Geneva and Athens (a “Business Day”), the applicable Charter Hire Payment Date shall be the next following Business Day (unless that day would be in the next calendar month in which case it shall fall on the preceding Business Day).

(v) Default Interest. In the event that any Basic Charter Hire or Additional Hire payable by the Charterer is not paid on the due date thereof, interest shall accrue on such unpaid amount from and including the due date thereof to and excluding the date of payment thereof at the Default Rate (as defined below). Any such accrued interest shall be Additional Hire and shall be payable upon demand.

(b)

Hell or High Water Charter Obligation. This Charter may not be cancelled or terminated, except in accordance with the express provisions of this Charter and the Multipartite Agreement, for any reason whatsoever. The Charterer shall have no right to be released, relieved or discharged from any obligation or liability hereunder except as set forth in explicit provisions of this Charter. Except as hereinafter provided, the Charterer's obligation to pay Charter Hire hereunder shall be absolute during the term of this Charter irrespective of any contingency whatsoever, including, but not limited to (i) any set-off,

counterclaim, recoupment, defense or other right which either Party may have against the other; (ii) any failure of the Vessel to meet the required condition of delivery under the MOA and/or the Shipbuilding Contract or any failure of the Vessel to meet any operational standards set forth in the MOA and/or the Shipbuilding Contract; (iii) any damage to, destruction or taking of the Vessel, any requisition of use, any inability of the Vessel to trade in any particular trade, any temporary unavailability of the Vessel by reason of any damage to the Vessel, any lay-up of the Vessel, any failure of the Vessel to be duly documented in the Flag State, or any defect in the Owner's title to the Vessel; (iv) any failure on the part of any Party, whether with or without fault on its part, in performing or complying with any of the terms or covenants hereunder; (v) any insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding by or against the Charterer or the Guarantor or any other person; (vi) any invalidity or unenforceability, or lack of due authorization of or defect in the execution, of this Charter; (vii) any War Risks; (viii) any event of force majeure or frustration, and (ix) any other reason whatsoever. Nothing contained in this Section 5(b) shall be deemed to hinder or prevent the Charterer from pursuing any claim the Charterer may have against the Owner for damages for the Owner's breach of its express obligations under this Charter.

For the purposes of this Charter:

“Default Rate” shall mean, for any day, a rate of interest per annum equal to the lesser of (i) LIBOR in effect on such day plus eight and one-half percent (8.5 %) and (ii) the maximum rate permitted by applicable law.

“LIBOR” shall mean, as of any day, (i) the applicable 30-day London interbank offered rate per annum for deposits in U.S. Dollars appearing on Bloomberg LIBO Page as of 11:00 a.m., London time on such day for deposits in U.S. dollars or (ii) if such Bloomberg LIBO Page rate is not available at such time for any reason, or if the Bloomberg LIBO Page is not available, the applicable 30-day London interbank offered rate per annum for deposits in U.S. Dollars appearing on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters) as of 11:00 a.m., London time on such day for deposits in U.S. dollars. If such Thomson Reuters page or service ceases to be available or if such rate ceases to be available, the Owner may specify another page or service displaying the relevant rate or, as the case may be, a replacement rate after consultation with the Charterer. If LIBOR for any day determined pursuant to the preceding sentences is less than zero, LIBOR for that day shall be deemed to be zero.

6.	Use; Operations

(a)

Subject to the provisions of Section 6(m), the Charterer may operate the Vessel worldwide, provided: (i) the Charterer shall only use the Vessel in the territorial waters of nations which recognize the rights of vessels registered in the Flag State; (ii) the Vessel shall be used only in locations where the Vessel’s operating specifications allow it to operate safely; (iii) the Vessel shall be employed only in lawful activities under the laws of the United States

and any authority having jurisdiction over the Vessel; and (iv) the Vessel shall always be operated within its technical capacities and certification, manufacturer’s warranties, and within the limits of its insurance coverage.

(b)

The Charterer shall comply with and satisfy (and to the extent required, have on board certificates evidencing its compliance with) all provisions of any applicable law, treaty, convention, regulation, proclamation, rule or order applicable to the Vessel, its use, operation, maintenance, repair or condition, including, but not limited to, any financial responsibilities imposed on the Charterer or the Vessel with respect to pollution by any state or nation or political subdivision thereof and shall maintain all certificates or other evidence of financial responsibility and a vessel spill response plan required under United States law approved by the relevant authority and evidence of their approval by the appropriate United States government entity (including, but not limited to, the United States Coast Guard) as may otherwise be required by any such law, treaty, convention, regulation, proclamation, rule or order with respect to the operations and trading in which the Vessel is from time to time engaged.

(c)

The Charterer (including by its Vessel managers) shall have sole responsibility as owner and as technical and commercial operator under all Environmental Laws, and under certificates of financial responsibility and vessel spill response plans.

(d)

Without prejudice to the generality of Section 6(b) above, the Charterer and the Vessel shall comply with all Environmental Laws including but not limited to all requirements of the United States Coast Guard (as amended from time to time).

(e)

If at any time during the Charter Term the Vessel is rejected by any Oil Major, the Charterer shall inform the Owner immediately in writing, and the Charterer shall have forty-five (45) days in which to restore the Vessel’s Acceptability provided that the Vessel’s trading patterns and the relevant Oil Major’s rules permit a re-inspection (if required).

(f)

The Charterer shall use its best endeavours for the Vessel at all times to comply with each of the Oil Majors’ crew matrix requirements.

(g)

As at the Delivery Date the Charterer shall have:

(i) completed the BP new build questionnaire on line;

(ii) made its best efforts to obtain a three (3) month approval Acceptability letter from BP Shipping;

(iii) subject to Shell or Statoil (as the case may be) agreeing to inspect the Vessel and the availability of a SIRE inspector, made its best efforts to arrange for Shell or Statoil to inspect the Vessel at the Vessel’s first (first in time after the Delivery Date) load port; and

(iv) ensured there is no unreasonable delay in answering and addressing any SIRE inspector’s comments and requested from the

inspecting entity under (iii) above that its report will be entered into the SIRE system promptly.

(h)

The Charterer shall procure that a valid SIRE report will be registered on the SIRE system at all times throughout the Charter Term, provided that it is agreed and understood that a full OCIMF SIRE inspection cannot be undertaken until the Vessel reaches her first (first in time after the Delivery Date) discharge port. Accordingly, and subject to the suitability of the Vessel’s first (first in time after the Delivery Date) discharge port for carrying out OCIMF SIRE inspections and the availability of SIRE inspectors at such port, the Charterer shall, unless the Owner otherwise requests that the OCIMF SIRE inspection be carried out at the Vessel’s first (first in time after the Delivery Date) loading port (and in the event of such request, the Charterer agrees to use best efforts to procure that such inspection be carried out at such loading port), procure that an OCIMF SIRE inspection of the Vessel is completed at the Vessel’s first (first in time after the Delivery Date) discharge port. For the purposes of this Charter, a SIRE report will be deemed to be valid if:

(i)

the SIRE report does not contain any finding or observation that BP Shipping would require one of its inspectors to report the Vessel as being “BP High risk”, including but not limited to, the observations contained in the BP Shipping Vessel Vetting Service “High Risk” Observations List issued on 21 June 2007 (and as the same may be updated from time to time);

(i) the SIRE report is no more than six (6) months old;

(ii) the Vessel’s “Technical Manager” listed in the SIRE report must not have changed;

(iii) none of the “Certification and Documentation” listed in chapter 2 of the SIRE report will be/ have become out of date; and

(iv) no Oil Major has rejected or not accepted the Vessel since the OCIMF SIRE inspection leading to the report, unless the Oil Major rejecting or not accepting the Vessel inspects the Vessel or otherwise rejects it or does not accept it for reasons other than detailed in the latest report held on the SIRE system.

The Charterer will arrange and pay for the cost of only one (1) OCIMF SIRE inspection every six (6) months. In case the Owner requires more than one (1) OCIMF SIRE inspection in each six (6) month period, then the Charterer will arrange such OCIMF SIRE inspection and the Owner will reimburse the Charterer’s costs for the cost of the inspection.

(v) The Charterer shall further procure that:

(vi) subject to Section 6 (j), the Vessel shall from the date falling six (6) months after the Delivery Date (or such later date as the Owner may agree if trading patterns and availability of OCIMF SIRE inspectors have not permitted at least one OCIMF SIRE inspection to have taken place within

such six (6) month period) and at all times thereafter throughout the Charter Term have Acceptability from at least three (3) Oil Majors; and

(vii) No later than the date falling six (6) months after the Delivery Date, the Vessel has effective eligibility to be vetted by the remaining Oil Majors and subject to Section 6 (j), shall maintain the same throughout the Charter Term;

(j)

If the Charterer becomes aware that the Vessel is unacceptable to any Oil Major or becomes aware of any information that could or does make the Vessel unacceptable to any Oil Major including without limitation any incidents/accidents/casualties/structural problems/fleet holds, the Charterer shall advise the Owner immediately in writing. If the Charterer has become aware that the Vessel is unacceptable to any Oil Major, or has become aware of any information as referred to above in this Section 6 (j) the Charterer must reinstate or ensure the Acceptability of the Vessel within forty-five (45) days from the date on which the Charterer became aware of such unacceptability or information, as the case may be, provided that the Vessel’s trading patterns and/or the Oil Major’s rules permit a re-inspection, if required.

(k)

If, in order to obtain any Acceptability, it is necessary for an Oil Major to carry out an inspection of the Vessel, the cost of such an inspection plus any time lost in order to effect, and as a result of, such inspection shall, for the avoidance of doubt, be for the Charterer’s account.

(l)

In the event of any disagreement between the Owner and the Charterer as to whether the Vessel has an Acceptability from any entity, the Charterer shall immediately provide the Owner on its request with all correspondence exchanged with such entity, provided such entity agrees to the same. Any communication from such entity shall be deemed not to be an Acceptability if the relevant entity issuing it states in writing that it needs to carry out its own physical inspection of the Vessel for it to give an Acceptability, unless the Vessel is conditionally accepted and the Charterer has demonstrated that such conditions have been met. A communication by the relevant entity that it will refer to the registered valid SIRE report is, if such communication is in writing, evidence that such a physical inspection is not required but is not evidence that the Vessel is acceptable to the relevant entity. However, is it not evidence that the Vessel is unacceptable to such entity either.

An Acceptability shall be considered no longer effective after the expiry of any period stated in it or in any communication as to the Acceptability from the relevant entity or the passing of any date stated in any communication as the date when the entity issuing the communication would need to make further enquiries with regard to the Vessel.

An Acceptability shall not be deemed effective if following the date of the Acceptability or any communication as to the Acceptability (or the date of any physical inspection by the entity issuing the communication upon which the Acceptability was based) the technical management or Class of the Vessel has changed (any such change in Class subject always to the terms of this Charter), or the Vessel has been involved in any collision, or any accident causing damage requiring to be reported to Class, or general average is

declared for any reason ,or had any condition of Class imposed upon her that even if lifted would require the Vessel to be re-inspected, or been detained by any Port State Control.

(m)

The Charterer covenants and agrees that the Vessel will not (i) be chartered (or sub-chartered) to a Prohibited Person unless authorized under a specific license issued by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”), (ii) make voyages to or from any Prohibited Country unless authorized under a specific license issued by OFAC, or (iii) be allowed to carry any cargo from or destined to a Prohibited Country unless authorized under a specific license issued by OFAC.

(n)

The Charterer covenants and agrees that it will conduct its businesses and manage its properties (including, but not limited to its operation of the Vessel) in compliance with all applicable anti-money laundering laws, rules and regulations.

For the purposes of this Charter:

“Acceptability” means a communication from an Oil Major (or other oil company, or terminal operator, or other major user of tonnage similar to the Vessel) which is reasonably understood to indicate that the Vessel is not unacceptable to the relevant entity issuing the communication;

"Environmental Claim" means (a) enforcement, clean-up, removal or other governmental or regulatory action or orders or claims instituted or made pursuant to any Environmental Laws or resulting from a Spill; or (b) any claim, proceeding, formal notice or investigation by any other person in respect of any Environmental Law or relating to a Spill;

"Environmental Incident" means any Spill from any vessel in circumstances where (a) the Vessel or its owner, operator or manager may be liable for Environmental Claims arising from the Spill (other than Environmental Claims arising and fully satisfied before the date of this Charter); or (b) the Vessel may be arrested or attached in connection with any such Environmental Claim;

"Environmental Law" means all laws, regulations and conventions concerning pollution or protection of human health or the environment (including without limitation, International Convention on Civil Liability for Oil Pollution Damage, the United States Oil Pollution Act of 1990, United States Comprehensive Environmental Responses, Compensation and Liability Act and any comparable United States federal laws or laws of the individual States of the United States of America);

“Oil Major” means BP, Chevron, Exxon Mobil, Statoil, Shell and Total.

“Prohibited Country” means (a) any state, country or jurisdiction which is subject to any United Nations Security Council Resolution, European Union Decision, United States or United Kingdom or other applicable law which would have the effect of prohibiting the sale, lease, charter, or voyage of the Vessel to or from such country or otherwise cause the Head Owner, the Owner or the Charterer, to be in contravention of any applicable law to which such party is subject; (b) any country to which voyages are not covered under the insurances required to be maintained by the Charterer herein; or (c) any country which the Owner determines now or in the future due to a change in law or circumstances that voyages to such

country would materially prejudice the Owner’s ability to repossess the Vessel, or enforce the remedies or realize the benefit of the liens and rights established under this Charter. The Owner hereby designates Cuba, Iran, Syria, Sudan and North Korea as Prohibited Countries, as of the date of this Charter.

“Prohibited Person” means any individual or entity: (a) with whom the Head Owner or the Owner is prohibited or restricted in engaging in transactions or exporting goods or services to under applicable law; (b) who is a resident of, or organized under the laws of or doing business in any Prohibited Country; (c) who is designated on any United Nations Security Council Resolution or any European Union or United States or United Kingdom list, order, or other published designation of terrorists, narcotics traffickers, proliferators of weapons of mass destruction or other lists of barred or restricted entities or individuals including without limitation the U.S. Treasury Specially Designated Nationals List.

“Rejection” means a nomination of the Vessel to an Oil Major by the Charterer or any sub-charterer and the Oil Major reviewing the Vessel by either a physical inspection or a report on the SIRE system or otherwise and rejecting the Vessel, and references to a company "not accepting" the Vessel shall be interpreted similarly.

“Spill” means the leakage, spillage or discharge of oil or cargo.

7.	Maintenance and Operation.

(a)

Charterer’s Control and Expenses. During the Charter Term, the Charterer shall have exclusive control of the Vessel and shall be solely responsible for the maintenance and operation of the Vessel and, subject to the terms of this Charter, will operate, navigate, man and victual the Vessel at its own cost and expense. The Charterer shall pay all charges and expenses of every kind and nature whatsoever incident to the use and operation of the Vessel under this Charter throughout the Charter Term. Such costs and expenses shall include, but not be limited to, those relating to (w) customs duties, bonds, work permits, fees, licenses, clearances, pilotage fees, wharfage fees, canal fees and costs, or similar charges incurred in connection with the importation, exportation, operation or navigation of the Vessel by the Charterer, (x) maintaining all the Vessel’s trading certificates necessary for its operations and all other certificates required by the Flag State (or other governmental agencies or regulatory authorities having jurisdiction over the Vessel (or the area where the Vessel is operating from time to time) including, if applicable, the United States Coast Guard), (y) maintaining the Vessel, the Vessel’s machinery, appurtenances and spare parts in the condition required under Section 7(b) and the requirements of any applicable classification societies and other regulatory agencies having authority over the Vessel, and (z) supervision, management, victualing (including catering), supplies, parts service companies, port charges, dockage and wharfage, fuelling and lubrication.

(b)

Maintenance and Repairs. During the Charter Term, the Charterer, at its own cost and expense, will maintain the Vessel as necessary to keep the Vessel in class, clean, painted and in good running order, repair and condition in accordance with good commercial practices, and in any event, in a manner that a prudent ship owner of vessels similar in age, type and trade to the Vessel

would do, so that the Vessel shall be, insofar as due diligence can make it so, tight, staunch, strong and well and sufficiently tackled, apparelled, furnished, equipped and in every respect seaworthy and in as good condition as when delivered hereunder, ordinary wear and tear excepted. In addition, the Charterer shall, at the earlier of the next dry docking of the Vessel or such earlier date as required by the Classification Society and / or the United States Coast Guard (as applicable and as the case may be) and at its own cost and expense, take all actions necessary to correct any Deficiencies. For the avoidance of doubt and notwithstanding any other term of this Charter, any and all costs and/or expenses whatsoever associated with satisfying and/or remedying any conditions or recommendations of class shall always be for the Charterer’s account. During the Charter Term, the Charterer will provide and pay for all such repairs, replacement parts, labor and materials as shall be necessary to keep and maintain the Vessel in such condition. The Charterer additionally will maintain the Vessel’s machinery in compliance with the requirements of any classification societies or regulatory agencies having authority over the Vessel and its equipment. Upon the written request of the Owner, the Charterer will inform the Owner of the location of the maintenance records for the Vessel which are not kept on the Vessel. The Charterer will notify the Owner and the Head Owner immediately of any accident involving the Vessel estimated to require repairs the cost of which will exceed United States Dollars Two Hundred and Fifty Thousand (US$250,000). The Charterer shall also notify the Owner in advance of any drydocking of the Vessel required by any classification society or regulatory agency having jurisdiction over the Vessel. The Owner may, at its sole risk and expense (but at the Charterer’s sole risk and expense if an Event of Default shall have occurred and be continuing) designate up to two persons to be present at any such drydocking, and the Charterer shall cooperate with the Owner to provide such persons reasonable access to the Vessel while in drydock. The Charterer agrees to deliver to the Owner and the Head Owner annually at the Charterer’s own cost and expense a certificate issued by the Classification Society confirming the Vessel remains in class.

(c)

Reports and Rights of Inspections. The Charterer will keep proper books of record and account in which full and correct entries will be made of all dealings or transactions of, or in relation to, the business and affairs of the Charterer respecting the Vessel in accordance with US GAAP consistently applied on a consistent basis, and will furnish to the Owner or cause to be furnished to the Owner:

(i) Financial Statements of the Guarantor and the Charterer. The Charterer will cause the Guarantor to deliver the consolidated profit and loss statements, reconciliation of retained earnings statements and consolidated statements of funds flow of the Guarantor and its consolidated subsidiaries, including the Charterer. The Charterer agrees to furnish to the Owner (x) within one hundred and twenty (120) days after the close of each fiscal year, beginning with the close of the fiscal year 2017, the year-end audited consolidated financial statements of the Guarantor including balance sheet and related profit and loss and surplus statements certified by its auditors; (y) within ninety (90) days after the close of each fiscal half year, the unaudited semi-annual financial statements of the Guarantor containing profit and loss

statements and a balance sheet and certified by the Responsible Officer, subject to year-end audits for the Guarantor by the Guarantor’s auditors and for the Charterer by the Charterer’s auditors; and (z) such other financial or other information as the Owner may from time to time reasonably request relating to the financial condition of the Guarantor and the Charterer. Such financial statements shall be prepared in accordance with US GAAP, consistently applied on a consistent basis. For the purposes of this Section 7(c)(i), "Responsible Officer" shall mean an officer, the chief financial officer, treasurer, assistant treasurer or controller of the Guarantor.

For the purposes of this Charter, “US GAAP” shall mean U.S. Generally Accepted Accounting Principles.

(ii) Inspection Rights – Vessel. The Owner or any persons designated by the Owner shall have the right at any reasonable time, but will be under no obligation, to inspect (and make extracts from) all records maintained by the Classification Society respecting the Vessel and to inspect the Vessel to ascertain its condition, to satisfy itself that the Vessel is being properly maintained and repaired, and to otherwise confirm that the Charterer is in compliance with this Charter; provided, that prior to any such inspection the persons inspecting the Vessel shall execute a release of the Charterer, releasing the Charterer from liability for any personal claims arising during such inspection of the Vessel. The cost of such inspection shall be borne by the Owner if no Event of Default shall have occurred and be continuing, and otherwise such cost shall be borne by the Charterer.

(iii) Inspection Rights – Generally. The Charterer will, upon request, furnish to the Owner such information as the Owner may reasonably request with respect to the condition, maintenance or insurance of the Vessel or its employment, position, use or operation and copies of any certificates or other documents relating to the Vessel or its condition or operation required to be in force under any applicable law or regulation, including, but not limited to copies of classification certificates and any certificates issued by the Flag State, and will permit the Owner or its representative at any reasonable time or times during normal business hours to inspect, audit and examine the books or records of the Vessel or of the Charterer relating to the condition, maintenance or insurance of the Vessel and to take extracts therefrom. The cost of any such inspection, audit, examination or copying shall be borne by the Owner if no Event of Default shall have occurred and be continuing, and otherwise such cost shall be borne by the Charterer.

(d)

Lay-up. The Charterer shall be responsible for laying the Vessel up in a safe and acceptable condition and location during such a time as the Vessel is not employed or seeking employment. During any such lay-up period, the Charterer shall ensure that the Vessel is adequately supervised and manned at all times. The costs and expenses in any way related to such lay-up or any reactivation shall be paid by the Charterer.

8.	Alterations.

(a)

Structural Modifications. The Charterer will not make any material structural or other changes in the Vessel (a “Modification”) without the prior written

consent of the Head Owner and the Owner, which consent of the Head Owner and the Owner shall not be unreasonably withheld; provided that such Modification does not in the Owner’s reasonable opinion diminish (i) the fair market value of the Vessel or (ii) the useful economic life of the Vessel. No repairs or maintenance to the Vessel required by Section 7(b) above or 8(d) below shall constitute a Modification for the purposes of this Section 8. For the avoidance of doubt, all Modifications will be made at the expense of the Charterer.

(b)

Alterations and Restoration. Subject to the maintenance provisions of this Charter, the Charterer may at any time alter or remove items of equipment, or may fit additional items of equipment required to render the Vessel available for a customer’s purpose; provided the Charterer absorbs the cost and time of such alterations and the Charterer restores prior to redelivery of the Vessel any items so altered or removed as the case may be. Such changes shall not be made without the appropriate approval of the Classification Society and certifying authorities.

(c)

Replacements. The Charterer shall from time to time during the Charter Term, at its own cost and expense, replace such items of equipment on the Vessel as shall be so damaged or worn as to be unfit for use. Any replacement items of equipment, to the extent they replace items of equipment owned by the Owner or the Head Owner, shall without further action become property of the Owner or the Head Owner, as the case may be.

(d)

Required Modifications. Subject to Section 8(g) below, the Charterer, at its own cost and expense, shall make all Modifications required by any applicable law or required by any governmental agency having jurisdiction over the Vessel, including, if applicable, the United States Coast Guard, or required by the Classification Society.

(e)

Title to Modifications. Title to each Modification shall vest as follows:

(i) in the case of each Modification which cannot be readily removed from the Vessel without causing material diminishment to the value, utility or remaining useful life of the Vessel (a “Nonseverable Modification”) whether or not the Owner shall have provided or arranged financing (in whole or in part) of the cost of such Modification, the Head Owner shall, without further act, effective on the date such Modification shall have been incorporated into the Vessel, acquire title to such Nonseverable Modification;

(ii) in the case of each Modification which can be readily removed from the Vessel without causing material diminishment to the value, utility or remaining useful life of the Vessel (a “Severable Modification”) that is not required by applicable law or required by any governmental agency having jurisdiction over the Vessel or required by the Classification Society, the Charterer shall retain title to such Severable Modification;

(iii) in the case of Severable Modifications required by applicable law or required by any governmental agency having jurisdiction over the Vessel or required by the Classification Society, title to such Modifications shall immediately vest in the Head Owner at no cost to the Head Owner and

without further action by the Charterer; provided, however, that the Charterer shall take such actions as may be reasonably required by the Owner and/or the Head Owner to evidence the transfer of title.

Immediately upon title to a Modification vesting in the Head Owner pursuant to subparagraphs (i) or (iii) of this Section 8(e), such Modification shall, without further act, become subject to this Charter and be deemed part of the Vessel for all purposes of this Charter. Modifications, title to which remains in the Charterer pursuant to subparagraph (ii) of this Section 8(e), shall not be deemed a part of the Vessel.

(f)

Removal of Property. Subject to compliance, in all material respects, with applicable law and so long as no Event of Default shall have occurred and be continuing, the Charterer may remove any Severable Modification to which the Head Owner does not have title, and any other property to which the Charterer shall have title as provided in this Section 8, provided that the Charterer, at its own cost and expense and prior to the end of the Charter Term, shall repair any damage to the Vessel (or any part thereof) caused by such removal.

(g)

Contest of Requirements of Law. If, with respect to requirement of applicable law or governmental agency having jurisdiction over the Vessel or requirement of the Classification Society (i) the Charterer is contesting diligently and in good faith by appropriate proceedings such requirement or (ii) compliance with such requirement shall have been excused or exempted by a valid non-conforming use permit, waiver, extension or forbearance exempting the Charterer from such requirement or (iii) the Charterer shall be making a good faith effort and shall be diligently taking the appropriate steps to comply with such requirement, then the failure by the Charterer to comply with such requirement shall not constitute an Event of Default hereunder; provided, however, that such contest or non-compliance does not involve (A) any danger of criminal liability being imposed on the Head Owner or the Owner or (B) any material risk of (1) the imminent arrest or sale of, or the creation of any lien (other than a Permitted Lien) on, the Vessel or (2) material civil liability being imposed on the Owner or the Head Owner. The Charterer agrees to give prompt written notice to the Owner in detail sufficient to enable the Owner and the Head Owner to ascertain whether such contest may have any material adverse effect of the type described in the above proviso.

9.	Insurance-General.

Subject to Section 23, below, the Charterer shall, at its own cost and expense, keep the Vessel insured against hull and machinery risks, protection and indemnity risks, pollution risks and war risks, in the forms and in the amounts (including deductibles) and with underwriters, companies or clubs, as are reasonably acceptable to the Owner and the Head Owner during the Charter Term or, where applicable, in such minimum amounts (including deductibles) as specified in this Charter. The Vessel hull and machinery insurance will be in an amount not less than the greater of (x) the full commercial value of the Vessel and (y) the Loss Value (as set forth in Exhibit A-1 hereto) then in effect. The Charterer shall also keep the Vessel entered into a Protection and Indemnity Club (“P&I Club”) that is a member of the International Association of Protection and Indemnity Clubs under standard P&I Club rules.

Pollution liability coverage shall be not less than United States Dollars One Billion (US$1,000,000,000). The Owner, Sumitomo Mitsui Banking Corporation (“Sumitomo”) and the Head Owner shall also be joint members of the P&I Club in respect of the Vessel, and the Charterer agrees to pay or reimburse the Owner, Sumitomo and the Head Owner, respectively, the costs of such entry, including any premium, club calls or assessments in connection therewith. In addition, the Charterer shall, at its own cost and expense, place innocent owner’s insurance , in form and in amount (including deductibles) and with underwriters, companies or clubs, as are reasonably acceptable to the Owner and/or the Head Owner (for the avoidance of doubt, such innocent owner’s insurance to name both the Owner and the Head Owner) during the Charter Term and, if the Charterer is unable to place such innocent owner’s insurance because insurance industry practice requires that the Owner or the Head Owner do so, the Owner or the Head Owner may place innocent owner’s insurance, in form and in amount (including deductibles) and with underwriters, companies or clubs, as are reasonably acceptable to the Owner or the Head Owner during the Charter Term. If the Owner or the Head Owner places innocent owner’s insurance in accordance with the foregoing, the Charterer agrees to pay or reimburse the Owner or the Head Owner, as applicable, the costs thereof, upon receipt of a demand accompanied by copies of the relevant invoices or other similar evidence of such costs.

(a)

Form of Insurance; Indemnity. All insurance required under this Section shall be in such form and with such underwriters, companies or clubs as the Owner and the Head Owner shall reasonably approve. All insurance contracts shall (i) provide that the insurer’s right of subrogation against the Owner and/or Sumitomo and/or the Head Owner shall be waived; (ii) provide that such insurance shall be primary and without right of contribution from any other insurance which is carried by the Owner and/or Sumitomo and/or the Head Owner; and (iii) be issued by underwriters or insurers with an A.M. Best Co. insurance rating upon issuance of the policy of “A-” (or higher), which underwriters or insurers may not be an affiliate of the Owner or Charterer or any sub-bareboat charterer. The Owner (and if applicable, the Owner’s bank as mortgagee of the Vessel), Sumitomo and the Head Owner (and if applicable the Head Owner’s bank as mortgagee of the Vessel), in the case of protection and indemnity coverage, shall be named as named assureds on all insurance required under this Section, but where commercially available without liability for premiums; and the Owner (and if applicable, the Owner’s bank as mortgagee of the Vessel) and the Head Owner (and if applicable the Head Owner’s bank as mortgagee of the Vessel) in respect of hull and machinery insurance, shall be named as additional named assured and the loss payee(s); provided, however, that unless an Event of Default shall have occurred and be continuing, the underwriters may pay any claims under such hull and machinery insurance not in excess of United States Dollars Five Hundred Thousand (US$500,000) directly to the Charterer for the repair of the Vessel.

All policies shall provide that the Owner (and if applicable, the Owner’s bank as mortgagee of the Vessel) and the Head Owner (and if applicable the Head Owner’s bank as mortgagee of the Vessel) and the Charterer will be given at least fourteen (14) days’ notice of cancellation, non-renewal or material alteration, or such shorter notice period (if any) as may be available under relevant market or standard insurance practice and/or terms, where such

practice and/or terms do not provide for cancellation with such minimum fourteen (14) days’ notice, or such shorter notice period (if any) as may be available under relevant market or standard insurance practice and/or terms, where such practice and/or terms do not provide for cancellation with such minimum fourteen (14) days’ notice. Deductibles up to a maximum of United States Dollars Two Hundred and Fifty Thousand (US$250,000) are permitted without the prior written consent of the Owner. Any deductibles (save for deductibles in respect of innocent owner’s insurance) under such policies shall always be for the account of the Charterer. The Charterer agrees to indemnify and hold harmless the Owner and / or Sumitomo and/or the Head Owner (and if applicable the Head Owner’s bank as mortgagee of the Vessel) from and against any liability imposed on or incurred by the Owner, Sumitomo and/or the Head Owner (and if applicable the Head Owner’s bank as mortgagee of the Vessel) for any premiums, club calls or assessments with respect to any insurance required under this Section. For the avoidance of doubt, the Charterer’s indemnification obligations under Section 18 shall, subject to Section 18, include (i) all Claims (as defined below) and (ii) any Claim made against the Head Owner, the Owner and/or Sumitomo by the underwriters of the insurance required hereunder pursuant to rights of subrogation.

(b)

Proof of Insurance. The Charterer shall furnish the Owner and the Head Owner on the Delivery Date and, at such other times on request, and in any event at least annually, with copies of certificates of insurance (certificates of entry for Protection and Indemnity) evidencing all insurance policies and showing the Owner, Sumitomo and the Head Owner as Joint Members on the Protection and Indemnity Insurance and the Owner and the Head Owner as loss payees (as set forth in the Attachments to Exhibit B hereto) on the Hull & Machinery Coverage and cover notes or other documents evidencing the creation, renewal, amount and payment of the insurance maintained on the Vessel and for which period the insurance premiums are paid.

(c)

Forced Insurance. In the event the Charterer fails to procure and maintain insurance in accordance with this Section 9, the Owner and/or the Head Owner may, but shall not be obligated to, effect and maintain the insurance or entries in a P&I Club (including on behalf of Sumitomo) as required herein and to pay the premiums therefor and, upon the Owner’s giving written notice to the Charterer of the amounts of premiums and costs so incurred by either the Owner and/or the Head Owner, the Charterer shall reimburse the Owner and/or the Head Owner, as applicable, for such amounts, together with interest thereon from the date of payment by the Owner and/or the Head Owner to the date of reimbursement, at the Default Rate, not later than fifteen (15) days after such notice.

(d)

Termination Due To Loss. This Charter shall be terminated due to a total or constructive total loss of the Vessel as determined by underwriters (“Total Loss”), and Charter Hire pursuant to Section 5 shall be payable until the date on which underwriters make a determination that the event occurred which gave rise to the Total Loss (the “Loss Termination Date”). Termination shall occur only upon payment of all amounts due under Section 9(e) below.

(e)

Payments in Event of Total Loss. In the event of Total Loss of the Vessel, the Owner, in lieu of any and all other claims and damages, shall receive from the

Charterer, and the Charterer shall pay to the Owner, an amount equal to the sum of (i) any accrued and unpaid Charter Hire payable in accordance with Section 5 calculated through and, if applicable, including, the Loss Termination Date; (ii) the Loss Value of the Vessel as of the date on Exhibit A-1 hereto that immediately precedes the Loss Termination Date (or, if the Loss Termination Date is a Charter Hire Payment Date, the Loss Value of the Vessel as of such Loss Termination Date as set out in Exhibit A-1); provided, however, if the event that gives rise to a Total Loss of the Vessel occurs prior to the first date listed on Exhibit A-1, the Loss Value shall be the amount listed for the first date on such Exhibit A-1, (iii) interest on the amount referred to in Section 9(e)(ii) above from the Loss Termination Date until the date such amount is actually paid to, and received by, the Owner at the Default Rate, and (iv) any Additional Hire then due and owing. The Charterer’s obligation to pay amounts set forth in (i), (ii), (iii) and (iv) above shall be absolute and shall be due to the Owner upon the earlier of the Charterer’s receipt of insurance proceeds and one hundred and ten (110) days following the Loss Termination Date. The Owner may, subject to the Charterer’s consent, which consent shall not be unreasonably withheld, and at the Owner’s own expense, place additional total loss only coverage. Any proceeds paid under such additional total loss only insurance shall be paid directly by insurers to the Owner and shall not be included in the calculation set forth above. The Charterer, subject to the Owner's consent, may place, at the Charterer’s own cost and expense and as a separate policy from any insurances otherwise placed (or to be placed) in accordance with this Charter, Increased Value insurance (subject to the Owner's prior consent, and subject to such Increased Value insurance in no way prejudicing in any way whatsoever the recovery by the Head Owner and/or the Owner of any amount that would otherwise be payable under any other insurances placed in accordance with this Charter), the proceeds of which shall be paid directly by insurers to the Charterer and shall not be included in the calculation set forth above.

(f)

Limitation of Liability. Nothing in this Charter shall be construed or held to deprive the Owner, Sumitomo, the Charterer or the Vessel of any right to claim limitation of liability against third parties (other than the Head Owner) provided by any applicable statute of any jurisdiction.

(g)

Wreck Removal. In the event the Vessel becomes a wreck or obstruction to navigation, the Charterer shall, if required by applicable law, remove such wreck or obstruction and shall indemnify the Owner and the Head Owner against any sums whatsoever which the Owner and the Head Owner shall become liable to pay or shall pay in consequence of the Vessel becoming a wreck or obstruction to navigation.

(h)

Requisition. In the event that the Vessel shall be requisitioned for hire, or otherwise taken by any governmental agency on the basis of a bareboat or time charter (other than a requisition of title or a taking which constitutes a Total Loss), during the Charter Term, the Charterer will continue to pay Charter Hire and will collect and retain the compensation, reimbursements or awards for such requisition, or other taking of the Vessel received. If the Owner receives the compensation, reimbursements or awards, then, provided no Event of Default shall have occurred and be continuing, the Owner agrees that it will turn over forthwith to the Charterer all compensation,

reimbursements or awards for such requisition or other taking of the Vessel received by the Owner. For the avoidance of doubt, if the Owner receives the compensation, reimbursements or awards and an Event of Default shall have occurred and be continuing, then the compensation, reimbursements or awards shall be applied in accordance with Section 17.

10.

Liens.

(a)

Neither the Charterer nor any of its employees shall have any right, power or authority to create, incur or permit to be imposed upon the Vessel any lien whatsoever during the Charter Term, except for (i) crew’s wages (including the master of the Vessel), or wages of stevedores when employed directly by the Charterer, any sub-charterer or the master or agent of the Vessel, (ii) damages arising out of maritime tort, (iii) general average and salvage (including contract salvage), (iv) liens for taxes not yet due (provided that the Charterer has established appropriate reserves for the payment of such taxes), (v) other maritime liens arising in the ordinary course of the Charterer’s business provided, such other maritime liens shall be permitted only to the extent such amounts are not more than twenty five (25) days past due unless such amounts are being contested in good faith by appropriate legal proceedings diligently pursued and for which appropriate reserves are established, and (vi) any mortgage executed by the Owner and/or the Head Owner (collectively, “Permitted Liens”). The Charterer shall carry a copy of this Charter with the Vessel’s papers, and on demand will exhibit the same to any person having business with the Vessel which might give rise to any lien thereon, other than liens for crew’s wages, general average and salvage. The Charterer will place and keep prominently displayed in the chart room and the captain’s cabin on the Vessel in a conspicuous place, a notice, framed under glass, printed in plain type of such size that the paragraph of reading material shall cover a reasonable space acceptable to the Owner reading as follows:

“THIS VESSEL IS OWNED BY CFT INVESTMENTS 1 LLC AND IS UNDER CHARTER TO CARGILL INTERNATIONAL SA PURSUANT TO THE TERMS OF THE BAREBOAT CHARTER AGREEMENT DATED [●] 2019 (THE “CHARTER”) AND IS UNDER SUB-CHARTER TO PCH DREAMING INC. PURSUANT TO THE TERMS OF THE SUB-BAREBOAT CHARTER DATED [●] 2019 (THE “SUB-CHARTER”). UNDER THE TERMS OF THE CHARTER, WHICH IS A FINANCING CHARTER PURSUANT TO A SUPPLEMENT TO BAREBOAT CHARTER AGREEMENT DATED AS OF [●] 2019 (NEW YORK TIME) UNDER THE MARITIME LAWS OF THE REPUBLIC OF THE MARSHALL ISLANDS, AND THE SUB-CHARTER, NEITHER THE HEAD CHARTERER, THE SUB-CHARTERER NOR ANY OTHER SUB-CHARTERER, NOR THE MASTER, NOR ANY OTHER PERSON HAS THE RIGHT, POWER OR AUTHORITY TO CREATE, INCUR OR PERMIT TO BE PLACED OR IMPOSED UPON THIS VESSEL ANY LIEN WHATSOEVER OTHER THAN PERMITTED LIENS AS DEFINED IN THE CHARTER.”

(b)

With respect to any claims and demands made by any person against the Owner or the Head Owner or the Vessel, except if the claim or demand has been brought about as a result of an action or omission of the Owner or the Head Owner (as the case may be), the Charterer hereby agrees as follows:

(i) the Charterer shall warrant and defend title to and possession of the Vessel and every part thereof;

(ii) the Charterer shall pay and discharge, and forthwith remove or cause to be removed, any lien (other than a Permitted Lien) which shall be filed against or otherwise attach to the Vessel; provided, however, that, subject to subsection (c) of this Section, the Charterer need not pay and discharge or remove any lien that is being contested by the Charterer in good faith by appropriate legal proceedings being diligently pursued, and with respect to which the Charterer has posted an appropriate bond with a good and sufficient surety, or has deposited in escrow with the Owner cash in the amount claimed by the holder of such lien, to secure the payment thereof.

(c)

Notwithstanding the foregoing provisions of this Section 10, if a libel shall be filed against the Vessel, or if the Vessel shall be seized, arrested, levied upon and taken into custody or detained in any proceeding in any court or tribunal or by any government or under colour of authority, the Charterer shall forthwith give notice of such arrest and taking or detention to the Owner and (except in connection with any taking or requisition of the title or use of the Vessel by any governmental authority or as a result of any action or omission of the Owner) cause the Vessel to be released therefrom within twenty five (25) days from the date of such seizure, arrest or detention, or within such lesser time as may be necessary to avoid prejudice to the interests of the Owner with respect to the Vessel. Without limiting the Charterer’s obligations under Section 18 of this Charter, the Charterer shall hold harmless, defend and indemnify the Owner, the Head Owner and the Vessel from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, judgments, costs and expenses, including attorneys’ fees, of whatsoever kind and nature, imposed on, incurred by or claimed against the Owner, the Head Owner or the Vessel, in any way relating to or arising out of the assertion of a lien against the Vessel, including, without limitation, a Permitted Lien (but excluding any lien claimed by any person claiming the same by, through or under the Owner or as a result of any action or omission of the Owner).

11.	Mortgages; Financing; Subordination.

(a)

The Charterer hereby agrees that should the Owner and/or the Head Owner wish to mortgage the Vessel or assign this Charter in connection with any financing arrangements of the Owner and/or the Head Owner, the Charterer shall agree to post notices of the mortgage and the Charter as reasonably required, execute such documents reasonably acknowledging the terms and existence of the mortgage, and the assignment of charter, and otherwise cooperate reasonably with the Owner and/or the Head Owner and any mortgagee in respect of such financing. Any such mortgage shall provide that the Charterer shall have the right of quiet enjoyment in its use of the Vessel so long as no Event of Default has occurred and is continuing under this Charter and further that such mortgage shall not impede (if applicable) any purchase option of the Charterer under the Multipartite Agreement (which will be confirmed in a separate letter of quiet enjoyment in favour of the Charterer), and that notice of any event of default under such mortgage shall be promptly given to the Charterer. Any reasonable costs and expenses associated with such activity will be borne by the Owner. Any mortgagee of the Vessel shall be qualified under applicable law and regulations to hold a mortgage on the Vessel without jeopardizing the Vessel’s

registration with the Flag State. Any additional insurance costs arising from or related to any mortgage placed on the Vessel by the Owner and/or the Head Owner shall be the responsibility of the Owner.

(b)

The Charterer hereby agrees that its right to use the Vessel and other rights related thereto, shall, in all respects, be subject, subordinate and junior to the lien of any preferred mortgage or other security agreement created by the Owner and/or the Head Owner, and to the rights of the holder thereof, whether executed heretofore or hereafter (subject to the Charterer’s rights of quiet enjoyment under this Section 11 and its further rights set forth in Sections 12 and 14). After notice of default in payment or performance under any such mortgage or security agreement, subject always to the Charterer’s continued right of quiet enjoyment in its use of the Vessel, the Charterer may perform or pay Charter Hire for the Vessel to the holder of such security, and the same, to the extent of such payment, shall constitute payment of Charter Hire as if it had been made to the Owner.

(c)

The Owner agrees and confirms that, so long as no Event of Default hereunder has occurred and is continuing, the Charterer shall have exclusive possession, control, and quiet enjoyment in its use of the Vessel during the Charter Term, subject to the conditions of this Charter, without hindrance or molestation by the Owner, or any other person claiming by, through or under the Owner.

12.	End of Charter and Other Options.

(a)

On the last day of the Charter Term, unless an Event of Default or a failure to pay the whole or part of any Charter Hire on the due date thereof shall have occurred and be continuing, the Charterer shall purchase the Vessel for the respective Purchase Price as set forth below in Section 12(d) plus (w) Basic Charter Hire due through and including the date of purchase, (x) any applicable taxes (other than any taxes based upon or measured by the income of the Owner), (y) expenses of sale (including the Owner’s and the Head Owner’s reasonable counsel fees), and (z) any Additional Hire then due hereunder;

(b)

Subject to the terms and conditions of this Section 12, upon written notice from the Charterer to the Owner (with a copy to the Head Owner) setting forth the Charter Hire Payment Date on which the Charterer wishes to purchase the Vessel and pay to the Owner the Early Purchase Amount (as such term is defined below) (the “Purchase Option Notice”) (such Purchase Option Notice to be given not less than one hundred and thirty (130) days prior to the Charter Hire Payment Date during the Charter Term on which the Charterer wishes to purchase the Vessel), the Charterer shall have the option to, unless an Event of Default or a failure to pay the whole or part of any Charter Hire on the due date thereof shall have occurred and be continuing, purchase the Vessel on the Charter Hire Payment Date set forth in the Purchase Option Notice for (v) the respective Purchase Price set forth below in Section 12(d) plus (w) Charter Hire due through and including the date of purchase (x) any applicable taxes (other than any taxes based upon or measured by the net income (however denominated) of the Owner) (y) expenses of sale (including the Owner’s and the Head Owner’s reasonable counsel fees) and (z) either (i) plus any Arrangements Credit (as defined in Section 12(j)), or (ii) less any Arrangements Debit (as defined in Section 12(j)) and (zz) the amount due

under clause 108 of the Time Charter (the aggregate total of (v), (w), (x), (y), (z) and (zz), the “Early Purchase Amount”).

(c)

Not less than one hundred and seventy (170) days prior to the end of the Charter Term, the Charterer shall provide the Owner with irrevocable written confirmation of its purchase of the Vessel pursuant to Section 12(b). Should the Charterer fail to provide such confirmation or a notice pursuant to Section 12(b), the Charterer shall be obliged to purchase the Vessel in accordance with Section 12(a).

(d)

If the Charterer:

(i) is obliged under this Charter to purchase the Vessel at the end of the Charter Term pursuant to Section 12(a); or

(ii) elects to purchase the Vessel pursuant to Section 12(b),

the purchase price of the Vessel at the relevant time (the "Purchase Price") shall be as is set forth in the “Purchase Price” column of Exhibit A-1 of this Charter for the relevant time.

(e)

ANY SALE OF THE VESSEL TO THE CHARTERER (OR AS THE CHARTERER MAY DIRECT, A NOMINEE) PURSUANT TO THIS SECTION 12 SHALL BE MADE WITHOUT ANY WARRANTIES BY THE OWNER OR THE HEAD OWNER WHATSOEVER, EITHER EXPRESS OR IMPLIED, EXCEPT THAT THE OWNER, OR, AS THE CASE MAY BE, THE HEAD OWNER, SHALL WARRANT THAT THE VESSEL IS FREE AND CLEAR OF ANY LIENS OR ENCUMBRANCES CREATED BY OR THROUGH THE OWNER, OR, AS THE CASE MAY BE, THE HEAD OWNER AND ITS PREDECESSORS IN TITLE EXCEPT FOR THE BUILDER, THE SELLER OR THE CHARTERER (OR ANY SUBSIDIARY OR AFFILIATE THEREOF) AND THAT THE OWNER, OR, AS THE CASE MAY BE, THE HEAD OWNER, IS TRANSFERRING WHATEVER TITLE IT ORIGINALLY RECEIVED. WITHOUT LIMITING THE FOREGOING, ANY SUCH SALE SHALL BE ON AN “AS IS, WHERE IS” BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO TITLE (EXCEPT AS SET FORTH IN THE PREVIOUS SENTENCE) OR THE DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SEAWORTHINESS OR CONDITION OF THE VESSEL, OR ELIGIBILITY OF THE VESSEL TO ENGAGE IN ANY PARTICULAR TRADE. ALL SUCH WARRANTIES SHALL BE EXPRESSLY WAIVED BY THE CHARTERER AT THE TIME OF SUCH SALE. ALL SALES, USE AND OTHER TAXES WHICH MAY BECOME DUE AS A RESULT OF THE SALE SHALL BE FOR THE SOLE ACCOUNT OF THE CHARTERER. UPON ITS RECEIPT IN GOOD COLLECTED FUNDS OF THE AMOUNT PAYABLE PURSUANT TO SECTION 12(A) OR, AS THE CASE MAY BE, SECTION 12(B), THE OWNER AGREES TO EXECUTE AND DELIVER (OR, AS THE CASE MAY BE, PROCURE THAT THE HEAD OWNER EXECUTES AND DELIVERS) TO THE CHARTERER OR THE CHARTERER'S NOMINEE ANY AND ALL DOCUMENTS REQUIRED BY THE LAW OF THE FLAG STATE FOR THE PURPOSE OF RE-REGISTERING THE VESSEL IN

THE NAME OF THE CHARTERER (OR AS THE CHARTERER MAY DIRECT), INCLUDING, WITHOUT LIMITATION, A BILL OF SALE COVERING THE VESSEL IN FAVOR OF THE CHARTERER (OR AS THE CHARTERER MAY DIRECT, A NOMINEE) TRANSFERRING WHATEVER TITLE THE OWNER, OR AS THE CASE MAY BE, THE HEAD OWNER, HAS, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER EXCEPT AS SET OUT IN THIS SECTION 12(E).

(f)

For the purposes of establishing the Market Value (as such term is defined in Section 12(g) below) of the Vessel:

(A) if the Charterer does not exercise its early purchase option under Section 12(b), then no later than ninety (90) days prior to the last day of the Charter Term; or

(B) if the Charterer exercises its early purchase option under Section 12(b), then no later than five (5) days after the date of the Purchase Option Notice,

the Charterer and the Owner shall appoint a “Panel of Approved Brokers” in accordance with this Section 12(f):

(i) Each of the Charterer and the Owner shall appoint an Approved Broker (as such term is defined below) to be included on the Panel of Approved Brokers, and the Approved Brokers so appointed by the Charterer and the Owner (each an “Appointed Broker”) shall jointly select a third Approved Broker (the “Third Broker”).

(ii) In the event that either the Charterer or the Owner fails to appoint an Approved Broker on or before the date: in the case of (A) above, seventy (70) days prior to the last day of the Charter Term; or, in the case of (B) above, ten (10) days following the date on which the Purchase Option Notice is served, the Panel of Approved Brokers shall be comprised solely of the Approved Broker appointed by the Charterer or the Owner (as the case may be).

(iii) Subject to Section 12(f)(iv), each of the Charterer and the Owner shall bear the cost and expense of their respective Appointed Broker, and the costs and expenses of the Third Broker shall be borne equally by the Charterer and the Owner.

(iv) In the event that that Panel of Approved Brokers is constituted of a single Approved Broker in accordance with Section 12(f)(ii) above, the costs and expenses of the valuation made by such Approved Broker shall be shared equally between the Charterer and the Owner.

(g)

Subject to Section 12(f)(ii), each of the Charterer and the Owner shall instruct their respective Appointed Broker, and shall jointly instruct the Third Broker, to consider the market value of the Vessel:

(A) if the Panel of Approved Brokers has been appointed pursuant to Section 12 (f)(A) on the date thirty (30) days prior to the last day of the Charter Term based on the then actual condition of the Vessel, on an arm’s length basis and free of charters,

and the average of the said valuations shall be the “Market Value” (as such term is used in this Section 12); and

(B) if the Panel of Approved Brokers has been appointed pursuant to Section 12(f)(B) on the date twenty (20) days after the date of the Purchase Option Notice, based on the then actual condition of the Vessel, on an arm’s length basis and free of charters, and the average of the said valuations shall be the “Market Value” (as such term is used in this Section 12).

(h)

In the event that the Market Value is greater than the Purchase Price, the Charterer shall pay to the Owner an amount equal to twenty five per cent (25%) of the difference between the Market Value and the Profit Share Price (the “Profit Share Amount”). Any amount payable by the Charterer to the Owner pursuant to this Section 12(h) shall become due and be paid concurrently with the amounts payable by the Charterer to the Owner pursuant to Section 12(a) or, as the case may be, Section 12(b), above, including, but not limited to, the Purchase Price. For the avoidance of doubt, the Profit Share Amount shall be calculated without regard to any Arrangements Credit or Arrangements Debit or to any amount due under clause 108 of the Time Charter.

For the purposes of this Section 12, the “Profit Share Price” shall mean the value as is set forth in the “Profit Share Price” column of Exhibit A-1 hereto applicable for the date on which the Panel of Approved Brokers considers the market value of the Vessel in accordance with Section 12 (g)(A), or, as the case may be, 12 (g)(B).

(i)

For the purposes of this Section 12, the “Approved Brokers” shall be deemed to mean:

(1) Arrow Shipbroking Group;

(2) Braemar ACM Shipbroking;

(3) Clarksons Platou;

(4) Howe Robinson & Co. Ltd.;

(5) Galbraith’s Limited;

(6) Fearnleys AS; and

(7) such other internationally recognised shipbrokers as may be mutually agreeable to both the Charterer and the Owner,

(and each of the Approved Brokers, an “Approved Broker”).

(j)

If the Charterer exercises its early purchase option under Section 12(b) or if the Owner, by written notice to the Charterer, declares the Charterer in default hereunder pursuant to Section 17 and the Event of Default in question is an Event of Default under the Bareboat Charter, and the Charterer is entitled to purchase the Vessel pursuant to the terms of clause 5 of the Multipartite Agreement and the Vessel is to be acquired by the Charterer pursuant to such

terms, no later than three (3) Business Days before the date of transfer of ownership of the Vessel to the Charterer, the Owner shall notify the Charterer of such amount as the Owner certifies that, as a result of the exercise by the Charterer of its early purchase option under Section 12(b) or the exercise by the Charterer of its option in accordance with clause 5 of the Multipartite Agreement, the Owner shall either be: (i) in credit (“Arrangements Credit”) or (ii) in debit (“Arrangements Debit”), as a result (including all the Owner’s losses, damages, liabilities, expenses and costs incurred by the Owner in association therewith) of terminating, reversing or unwinding any interest rate swap arrangements from or with other persons (including, but not limited to, the Head Owner).

(k)

Unless and until all the applicable foregoing payments and performance set forth in this Section 12 have been made and/or performed in full by the Charterer, the Charterer's obligations under this Charter, including, without limitation, the obligation to pay Charter Hire for the Vessel, shall continue in full force and effect.

13.	Representations and Warranties; Owner Covenants.

(a)

Charterer’s Representations. The Charterer represents, warrants, covenants, and agrees to and with the Owner that: (i) the Charterer is a limited liability company duly organized, validly existing, and in good standing under the laws of the Republic of the Marshall Islands, has the power to own its property and assets, and is duly qualified in each jurisdiction where the nature of its operations requires such qualification, (ii) the execution, delivery, and performance of this Charter are within the Charterer’s power, have been duly authorized by all necessary limited liability company action, do not contravene the Charterer’s certificate of organization or regulations, or similar documents, or violate any judgment, order or decree applicable to the Charterer, and do not contravene any law, any order of any court or other agency of government, or any agreement or instrument or contractual restriction binding on or affecting any of its property, or constitute a default thereunder, and (iii) this Charter constitutes the legal, valid and binding obligation of the Charterer enforceable against the Charterer in accordance with its terms.

(b)

Owner’s Representations and Covenants. The Owner represents, warrants, covenants, and agrees to and with the Charterer that (i) the Owner is a company organized, existing, and in good standing under the laws of the Switzerland, (ii) the Owner has the requisite limited liability company power and authority to hold title to the Vessel and to enter into and carry out the transactions contemplated and to execute, deliver and perform under this Charter; (iii) the execution, delivery, and performance of this Charter do not contravene the provisions of the certificate of organization or regulations, or similar documents, of the Owner, or violate any judgment, order or decree applicable to the Owner or result in any violation of, or conflict with, or constitute a default under, or subject the Vessel to any lien of, any indenture, contract, agreement or other instrument applicable to the Owner, (iv) this Charter constitutes the legal, valid and binding obligation of the Owner enforceable against the Owner in accordance with its terms, and (v) the Owner will not create or permit to exist, any lien or encumbrance on or against the Vessel that arises out of the express action or omission of the Owner, other

than a mortgage permitted under Section 11 (and the Owner will have sole responsibility for any such Mortgage).

14.	Assignment; Sub-bareboat Charter.

(a)

The Charterer does not have the right to, and shall not, assign, pledge, or hypothecate this Charter (by operation of law or otherwise), in whole or in part, or any interest herein, or any right, duty or obligation hereunder (collectively, an “u”) without the prior written consent of the Owner, which consent is subject to the consent of the Head Owner, in their absolute discretion, and any purported Assignment without the Owner’s and the Head Owner’s prior written consent shall be void and unenforceable against the Owner and the Head Owner. The Owner will exercise reasonable endeavours to obtain such consent from the Head Owner. The Charterer shall remain primarily liable under this Charter and the Guarantor will remain primarily liable under the Guarantee in the event of any permitted Assignment, which will in no event be considered a novation of this Charter unless the Owner expressly agrees to the contrary in writing.

(b)

Notwithstanding the foregoing, the Charterer agrees that it shall not further sub-bareboat or sub-time charter or otherwise let or charter the Vessel to any person without the prior written consent of the Owner and the Head Owner, except under the Time Charter. In the case of any permitted sub-bareboat charter of the Vessel, such sub-bareboat charter (i) shall state it is subject and subordinate to the rights of the Owner and the Head Owner hereunder, (ii) shall not contain any terms and conditions which would prevent the Charterer from fulfilling its obligations under this Charter, (iii) shall include an express prohibition against any further sub-bareboat charters without the prior written consent of the Owner and the Head Owner, and (iv) shall contain an acknowledgement by the sub-bareboat charterer stating that it acknowledges the existence of this Charter and the Bareboat Charter and their priority over all of the terms of the sub-bareboat charter.

15.	Logo and Vessel Names.

The Owner agrees that the Charterer may display the Charterer’s logo and the Charterer’s designated name on the Vessel during the Charter Term. If the Owner retains ownership of the Vessel after the Charter Term, it agrees to change the Vessel’s name and not to display the Charterer’s logo. If the Owner sells the Vessel after the Charter Term it will require the purchaser to agree not to use the Charterer’s name or logo in connection with the Vessel.

16.

Notices.

All notices and other communications required under this Charter shall be by email, by personal delivery or by international courier service, to each Party at its address stated below or such other address as it may declare from time to time pursuant to this notice provision. Any such notice or communication shall be deemed effective on the date of delivery, if by personal delivery, or on the second Business Day after deposit with an international courier service (all delivery fees prepaid) if sent by international courier service. If sent by email or other electronic means, notices shall be effective upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgement), provided, that if such notice or communication is not sent during the normal business hours of the recipient, such

notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

All notices and other communications to be sent to the Owner shall be sent by the Charterer as follows, unless the Owner shall give notice to the contrary:

Address:

Cargill International SA
14 chemin de Normandie
1206 Geneva, Switzerland

Tel: +41-22-703-2111

Email:George_wells@cargill.com

Ann_shazell@cargill.com
Bernd_Bachmann@cargill.com
Keith_dawe@cargill.com
olivier_josse@cargill.com
james_ryder@cargill.com

All notices and other communications to be sent to the Charterer shall be sent by the Owner as follows, unless the Charterer shall give notice to the contrary:

Address: PCH Dreaming Inc. c/o Top Ships Inc,

1 Vass Sofias, Marousi, 151 24 Greece

Tel: +30 2108128180/ +30210 8128180

Email: atsirikos@topships.org

louka@loukapartners.com

17.	Defaults; Remedies.

(a)

Events of Default. Any one or more of the following is an Event of Default (“Event of Default”) by the Charterer:

(i) the Charterer shall fail to pay the whole or part of any Basic Charter Hire specified in Section 5 on the due date thereof and such failure shall continue for five (5) Business Days following the due date thereof;

(ii) the Charterer shall fail to pay when due the whole or any part of the Loss Value of the Vessel in accordance with the terms and conditions of this Charter;

(iii) the Charterer shall fail to carry and maintain insurance on or with respect to the Vessel in accordance with the provisions of Section 9;

(iv) the Charterer shall fail to perform or comply with the covenants contained in Sections 4(h), 6(a) (with the exception of Section 6(a)(ii)), 10 (c) (except in connection with any seizure, arrest, or detention of the Vessel that arises solely as a result of any express act or omission on the part of the Owner and / or the Head Owner (as the case may be)) or 14(a);

(v) the Charterer shall fail to perform or comply in any material respect with any other covenant, condition, or agreement to be performed or observed by it hereunder or under the Multipartite Agreement, and the Charterer shall fail to cure such failure to perform or comply within ten (10) Business Days after the Owner shall have demanded in writing the cure thereof;

(vi) any material representation or warranty made by the Charterer herein or under the Multipartite Agreement or by the Guarantor in the Guarantee shall prove to have been incorrect in any material respect as of the date on which made, or any material statement, report, schedule, notice, certificate or other writing furnished by the Charterer or, as the case may be, the Guarantor to the Owner in connection with this Charter or under the Multipartite Agreement or the Guarantee, as the case may be, shall prove to have been incorrect in any material respect as of the date on which the facts set forth therein are stated or certified, and, if in the reasonable opinion of the Owner such is capable of being cured, the Charterer or the Guarantor shall fail to cure such defect within ten (10) Business Days after the Owner shall have demanded in writing the cure thereof;

(vii) the Charterer or the Guarantor shall become insolvent or bankrupt or shall cease paying or providing for the payment of its debts generally; the Charterer or the Guarantor, shall be dissolved, shall be adjudged a bankrupt by a court of competent jurisdiction, shall make a general assignment of all or substantially all of its assets for the benefit of its creditors, or shall lose its charter by forfeiture or otherwise; or a petition for an arrangement or for reorganization of the Charterer or the Guarantor under the bankruptcy laws of the relevant jurisdiction shall be filed by the Charterer or the Guarantor, or such petition shall be filed by creditors and the same shall be approved by a court of competent jurisdiction;

(viii) an arrangement or reorganization of the Charterer or the Guarantor under the bankruptcy laws of the relevant jurisdiction shall be approved by a court, whether proposed by a creditor, a stockholder or any other party or person whatsoever; or a receiver or receivers of any kind whatsoever, whether appointed in admiralty, bankruptcy, common law or equity proceedings, shall be appointed by a decree of a court of competent jurisdiction with respect to the Vessel or all or substantially all of the property of the Charterer or the Guarantor;

(ix) (A) the Guarantor shall fail to pay when due the whole or any part of any amount payable by it under the Guarantee; or (B) the Guarantor shall fail to perform or comply in any material respect with any other covenant, condition or agreement to be performed or observed by it under the Guarantee; or (C) the Guarantor shall repudiate the Guarantee; or (D) a breach by the Guarantor of the Guarantee shall occur;

(x) the Charterer shall (A) enter into any transaction of merger or consolidation (unless the Charterer is the surviving entity thereof), (B) sell or transfer all, substantially all or any substantial portion of its assets to any other person or enter into a leveraged buyout, (C) dissolve, liquidate or cease or suspend the conduct of business, or cease to maintain its existence, or (D) change the form of organization of its business and such change either adversely affects the rights of the Owner or has the effect of modifying, lessening, impairing or altering in any away adverse to the Owner the duties and obligations of the Charterer hereunder;

(xi) a default shall occur with respect to any Debt owed by the Charterer or the Guarantor (as the case may be) to the Owner or any of its affiliates or to any third person in excess of United States Dollars Two Million Five Hundred Thousand (US$2,500,000), for which the Charterer or the Guarantor (as the case may be) fails to make any payment when due exceeding United States Dollars Five Hundred Thousand (US$500,000) or to perform any obligation thereunder, which default is not cured within any applicable grace period, and in any event within no more than twenty (20) Business Days;

(xii) without prejudice to Section 14(a) of this Charter, the Charterer shall assign and/or purport to assign any and/or all of its rights and/or interests in or arising under this Charter without having first received the prior written consent of the Owner in accordance with Section 14(a) of this Charter;

(xiii) the Charterer or the Guarantor (as the case may be) shall fail to pay for more than thirty (30) days after it is due, any final, non-appealable judgment in excess of United States Dollars One Million (US$1,000,000) entered against the Charterer or the Guarantor (as the case may be) by any court having jurisdiction over the Charterer or the Guarantor (as the case may be) or the property of the Charterer or the Guarantor (as the case may be);

(xiv) the Charterer fails to pay to the Owner any amount due under clause 108 of the Time Charter;

(xv) the Charterer fails to provide Additional Security (as defined in Section 17(b)(viii) below) within five (5) days of the Owner’s request;

(xvi) any Charter Security and/or Additional Security ceases to be in full force and effect or ceases to be legal, valid, binding, enforceable, or effective or is alleged by a party to it (other than the Owner) to be ineffective;

For the purposes of this Section 17(a), “Debt” means as to any person at any time (without duplication): (i) all obligations of such person for borrowed money, (ii) all obligations of such person evidenced by bonds, notes, debentures, or other similar instruments, (iii) all obligations of such person to pay the deferred purchase price of property or services, except trade accounts payable of such person arising in the ordinary course of business which are not past due by more than ninety (90) days, (iv) all obligations of such person under any lease which, in conformity with US GAAP, is required to be capitalized for balance sheet purposes, (v) all obligations of such person under guaranties, endorsements (other than for collection or deposit in the ordinary course of business), assumptions or other contingent obligations, in

respect of, or to purchase or otherwise acquire, any obligation or indebtedness of any other person, or any other obligation, contingent or otherwise, of such person directly or indirectly protecting the holder of any obligation or indebtedness of any other person against loss (whether by partnership arrangements, agreements to keep-well, to purchase assets, goods, securities, or services, to take-or-pay or otherwise), (vi) all obligations secured by a lien existing on property owned by such person, whether or not the obligations secured thereby have been assumed by such person or are non-recourse to the credit of such person, (vii) all reimbursement obligations of such person (whether contingent or otherwise) in respect of letters of credit, bankers’ acceptances, surety or other bonds and similar instruments, (viii) all liabilities of such person in respect of unfunded vested benefits under any employee benefit plan, and (ix) any other liability of such person that is classified as debt under US GAAP.

(b)

Remedies. At any time that an Event of Default has occurred and is continuing, the Owner, by written notice to the Charterer, may declare the Charterer in default hereunder, in which case the Owner shall be entitled to pursue all remedies available at law or in equity or in admiralty, including, without limitation, the following remedies:

(i) By notice to the Charterer, the Owner may terminate this Charter, whereupon the Charterer will redeliver the Vessel to the Owner within ten (10) Business Days of receipt of such notice in accordance with the provisions of Sections 4(b)-4(g) above.

(ii) The Owner or the Head Owner may re-take the Vessel wherever found, whether upon the high seas or at any port, harbour or other place and irrespective of whether the Charterer, any sub-charterer or any other person is in possession of the Vessel, all without prior demand and without legal process, the Charterer HEREBY WAIVING ANY AND ALL RIGHTS TO PRIOR NOTICE AND A JUDICIAL HEARING WITH RESPECT TO THE REPOSSESSION OF THE VESSEL BY THE OWNER, and for that purpose the Owner or the Head Owner or their respective agents may enter upon any dock, pier or other premises where the Vessel is and may take possession thereof, without the Owner or its agent incurring any liability by reason of such re-taking, whether for the restoration of damage to property caused by such re-taking or for damages of any kind for any reason to the Charterer or any person claiming under the Charterer.

(iii) Recover from the Charterer, in addition to any Basic Charter Hire or Additional Hire due up to the date of default, the Loss Value amount calculated as of the Charter Hire Payment Date preceding the date that the event which resulted in the Event of Default occurred, as liquidated damages for loss of a bargain and not as a penalty.

(iv) The Owner or the Head Owner may sell or otherwise dispose of the Vessel at public auction or by private sale, without prior notice to the Charterer, at such time or times and upon such terms as the Owner or the Head Owner (as applicable) may determine, for cash or credit, at such price as the Owner or the Head Owner shall deem fair, with the Vessel in its then condition or following any commercially reasonable preparation, or otherwise dispose of, hold, use, lay-up, operate, charter to others the Vessel, in a commercially reasonable manner, all free and clear of any rights of the

Charterer, including any right of redemption, and without any duty to account to the Charterer with respect to such action or inaction or for any proceeds with respect hereto; any disposition or holding of the Vessel shall not be deemed a retention by the Owner in satisfaction of the Charterer’s obligations under this Charter. Nothing contained herein shall require the Owner to sell or charter the Vessel at any time or take any action in mitigation of the Owner’s damages.

(v) The Owner may, but shall not be required to, proceed by appropriate action for collection from the Charterer of all costs and expenses, including attorneys’ fees, court costs, and other expenses, incurred by the Owner in connection with the enforcement of this Charter and the exercise of remedies hereunder. Further, in addition to any other amounts to which the Owner may be entitled, the Charterer shall be liable for all costs and expenses incurred by the Owner, which shall include all insurance premiums, all demurrage, dockage, and anchorage charges, all legal fees, and all other costs and expenses whatsoever incurred by the Owner by reason of the occurrence of an Event of Default or by reason of the exercise by the Owner of any remedy hereunder, including, without limitation, any cost or expense incurred by the Owner in connection with any re-taking of the Vessel or putting the Vessel in the condition required herein.

(vi) The proceeds of any sale, charter or other disposition of the Vessel received by the Owner, if any, pursuant to this Section 17(b) shall be applied in the following order of priority:

(1)

to pay all of the Owner’s and the Head Owner’s costs, charges and expenses incurred in taking, moving, laying-up, holding, repairing, selling, chartering or otherwise disposing of the Vessel;

(2)

to the extent not previously paid by the Charterer, to pay the Owner all sums (including the Loss Value as provided in Section 17(b)(iii) above) due by the Charterer under this Charter;

(3)

to reimburse the Charterer for any Loss Value previously paid by the Charterer to the Owner in accordance with Section 17(b)(iii) above; and

(4)

any sums remaining shall be retained by the Owner.

The Charterer shall pay to the Owner any deficiency in (1) and (2) above.

(vii) The Owner may recover from the Charterer any amount due under clause 108 of the Time Charter.

(viii) If an Event of Default occurs in relation to the Charter Security or part thereof (as more particularly described at Section 17(a)(ix), (xv) and/or (xvi) above), the Owner may (but shall not be obliged to) request the Charterer to provide, and in which case the Charterer shall be obliged to

provide, such other additional security in form and substance reasonably satisfactory to the Owner which (in the opinion of the Owner) has a net realisable value (on an aggregate basis) equal to or greater than the applicable shortfall or deficiency in the Charter Security including, without limitation, a deposit of cash to such account as the Owner may nominate in an amount equivalent to the amount of any shortfall or deficiency in respect of the Charter Security (“Additional Security”).

No remedy referred to in this Section 17(b) is intended to be exclusive, but each remedy shall be cumulative and in addition to, and may be exercised concurrently with, any other remedy which is referred to herein or which may otherwise be available to the Owner at law, in equity or in admiralty.

(c)

Multipartite Agreement. If the Owner, by written notice to the Charterer, declares the Charterer in default under this Charter pursuant to this Section 17 and the Event of Default in question is a Relevant Event of Default (as defined below), and the Charterer is entitled to purchase the Vessel pursuant to the terms of clause 5 of the Multipartite Agreement and the Vessel is to be acquired by the Charterer pursuant to such terms, then prior to the Charterer’s purchase of the Vessel pursuant to the terms of clause 5 of the Multipartite Agreement the Charterer shall pay to the Owner (v) Charter Hire due through and including the date of purchase, (w) any applicable taxes (other than any taxes based upon or measured by the net income (however denominated) of the Owner), (x) expenses of sale (including the Owner’s and the Head Owner’s reasonable counsel fees), (y) the amount due under clause 108 of the Time Charter and (z) either (i) plus any Arrangements Credit (as defined in Section 12(j)), or (ii) less any Arrangements Debit (as defined in Section 12(j)). For the purposes of this Charter, a “Relevant Event of Default” means an Event of Default under the Bareboat Charter which was caused in whole or in part by the act or omission of the Charterer.

(d)

Notwithstanding any other provision of this Charter, in the event that this Charter is terminated pursuant to the terms of clause 4.6 of the Multipartite Agreement, the Parties unconditionally and irrevocably agree that the following Sections shall survive (or as the case may be shall be deemed to survive) such termination of this Charter and are expressly made for the benefit of, and shall be enforceable by, the Owner, its successors and assigns: Section 16 (Notices); Section 17 (Defaults; Remedies); Section 19 (Income Tax); Section 20 (Law and Jurisdiction); Section 25 (Waiver); and Section 26 (No Remedy Exclusive).

18.	Indemnification, Withholding and Certain Agreements.

(a)

Owner’s Indemnification of the Charterer. The Owner agrees to indemnify, defend, and hold harmless the Charterer from all damages or costs arising as a result of (i) the Owner’s violation of any law or regulation of the jurisdiction in which the Owner is organized or maintains its principal office (other than a violation that would not have occurred but for the use, operation or presence of the Vessel or any part thereof in the relevant jurisdiction or the failure of the Charterer to perform its obligations under this Charter or any act or omission of the Charterer), (ii) the gross negligence or wilful misconduct of the Owner unless such gross negligence or wilful misconduct is imputed to the

Owner as a result of any act or omission of the Charterer or any failure of the Charterer to perform its obligations under this Charter, or (iii) the failure of the Owner to pay any taxes which the Owner is required by law to pay.

(b)

Charterer’s Indemnification of the Owner and the Head Owner. The Charterer hereby assumes liability for, and shall defend, indemnify and hold harmless the Indemnified Parties (for the purposes of this Section 18, “Indemnified Parties” means: the Owner, the Head Owner and any of their affiliates and any mortgagee of the Vessel, whose identity the Owner has notified the Charterer of, and each of their respective successors and assigns, and the directors, officers, employees, representatives, agents and servants of any of the foregoing, and each an “Indemnified Party”) from and against any and all Claims (as hereinafter defined) which may be imposed on, incurred by or asserted against any of the Indemnified Parties or the Vessel (whether or not also indemnified against pursuant to any other agreement or by any other person), regardless of when asserted (whether after or during the Charter Term) and in any way relating to or arising out of any of the following: the documentation, registry, possession, use, operation, lay-up, chartering, subchartering, condition, maintenance, repair, each Acceptability, inspection, compliance with Environmental Laws and return of the Vessel. Notwithstanding the foregoing, the Charterer shall not be obligated to indemnify any Indemnified Party in respect of any act or omission constituting gross negligence by such Indemnified Party, or its agents or representatives. The Charterer agrees to further indemnify, defend and hold harmless each Indemnified Party and the Vessel from and against all liens created and imposed on the Vessel other than those caused by Owner's or, as the case may be, the Head Owner’s own actions, and in the event of the seizure of the Vessel under legal process to enforce such lien or asserted lien, the Charterer shall secure the prompt release of the Vessel by payment of same or otherwise as may be appropriate. The Owner's right to Charter Hire as provided for in Section 5 of this Charter shall not be suspended during any time when the Vessel is under seizure by legal process as a result of such liens or asserted liens. As used herein, "Claims" shall mean any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses, fines, penalties and disbursements (including, without limitation, reasonable attorneys' fees, litigation expenses and investigatory fees and disbursements) of whatsoever kind and nature, including, without limitation, (i) claims or penalties arising from any violation of the laws or regulations of any authority or country or political subdivision thereof, (ii) claims as the result of latent, patent or other defects, whether or not discoverable by the Owner, the Head Owner or the Charterer, (iii) Environmental Claims, and (iv) tort claims of any kind, including, without limitation, claims for injury or damage caused by leakage, discharge or spillage of oil or cargo, refuse or any hazardous substance, but excluding Taxes (as such term is defined in Section 18 (c) below).

(c)

Charterer’s Withholding. Notwithstanding anything herein or in the Bareboat Charter to the contrary, the Charterer hereby covenants and agrees that it shall make all payments of Charter Hire and other amounts payable by the Charterer under this Charter to the Owner or any Indemnified Party or any Tax Indemnitee (for the purposes of this Section 18, “Tax Indemnitee” means any

of: the Owner and each of its affiliates that is included with the Owner in a consolidated, combined, unitary or other group Tax return) free and clear from, and without deduction or withholding of or by reason of, any taxes (including income, gross receipts, sales or use taxes), money transfer fees or other charges or withholdings of any nature whatsoever except to the extent that deduction or withholding of any Tax (for the purposes of this Section 18, “Tax” means all taxes (including income taxes, gross receipts taxes, sales taxes, use taxes, value added taxes, ad valorem taxes and other taxes), fees, duties, charges, assessments, and withholdings of whatever nature, imposed, assessed, levied or asserted by any governmental authority or other taxing authority (and any and all penalties, fines, interest and other charges relating thereto)) is required by law, in which event the Charterer shall (i) notify the person entitled to receive the payment (the “Payee”) of such requirement, (ii) make such deduction or withholding, (iii) if such Tax is an Indemnified Tax (as defined in Section 18(g)), pay on an after-Tax basis pursuant to Section 18(f) such additional amount as is necessary so that the Payee receives, after such deduction or withholding (including any deduction or withholding with respect to such additional amount) an amount equal to the amount that the Payee would have received if such deduction or withholding had not been made, (iv) pay the full amount deducted or withheld to the appropriate taxing authority in accordance with applicable law, and (v) deliver to the Payee promptly after making such payment an original receipt (or certified copy thereof) or other evidence reasonably satisfactory to the Payee evidencing payment of the tax withheld to the appropriate taxing authority.

(d)

Survival. The obligations of the Owner and the Charterer under this Section 18 shall survive the expiration or earlier termination or cancellation of this Charter and are expressly made for the benefit of, and shall be enforceable by, the party to which the obligations are owed, and its successors and assigns.

(e)

No Limitation. Except as otherwise limited herein, it is the intent of the Parties that all indemnity obligations or liabilities assumed by the Parties under this Charter be without limit and without regard to the cause or causes thereof (including pre-existing conditions), the unseaworthiness of any vessel, strict liability or the negligence of any party or parties, whether such negligence be sole, joint or concurrent, active or passive.

(f)

Consequential Damages. Neither Party shall be liable to the other Party for any consequential or special damages, arising out of, resulting from or relating in any way to this Charter, irrespective of the negligence or fault of any party.

Each payment or indemnity payable by the Charterer to or for the benefit of an Indemnified Party or a Tax Indemnitee pursuant to this Section 18 shall be paid on an after-Tax basis, which means that the Charterer must pay, in addition to such payment or indemnity, such additional amount or amounts as will, in the reasonable good faith determination of such Indemnified Party or Tax Indemnitee, leave such Indemnified Party or Tax Indemnitee and its affiliates (if any) in the same economic position as they would be in if such payment or indemnity were not subject to taxation, taking into account any Tax costs resulting from the such Indemnified Party’s or Tax Indemnitee’s actual or constructive receipt or accrual of the Charterer’s payment or indemnity and any Tax saving realized by such Indemnified Party or Tax

Indemnitee and its affiliates (if any) as a result of the allowance of any Tax credit, deduction or other Tax benefit for the Tax, liability or expense incurred by such Indemnified Party or Tax Indemnitee that gave rise to the Charterer’s obligation to pay such payment or indemnity pursuant to this Section 18.

(g)

For the purposes of this Section 18, an “Indemnified Tax” means all Taxes, regardless of how or when such Taxes are imposed, incurred or asserted (whether imposed on, incurred by or asserted against the Vessel or the Owner or the Charterer or otherwise) arising out of, in connection with or otherwise relating to the Vessel or this Charter or any of the transactions contemplated in or done pursuant to this Charter (including the Owner’s chartering of the Vessel from the Head Owner, and chartering of the Vessel during the term of this Charter), provided that the Charterer shall have no obligation under this Section 18 to indemnify a Tax Indemnitee for the following Taxes (“Excluded Taxes”):

(i) any Tax imposed on or calculated by reference to the overall net income, overall gross income, overall profits, overall gains, capital or net worth of such Tax Indemnitee, provided that the exclusion in this Section 18 (g) (i) shall not apply to any Tax to the extent such Tax would not have been payable in the absence of the documentation, registry, delivery, use, presence or other connection of the Vessel or any part thereof or with, or any act or omission or other connection of the Charterer or any affiliate, agent, representative or contractor of the Charterer or any other person (other than the Owner, unless an Event of Default is continuing) using or having possession, custody or control of the Vessel or any part thereof in or with, the jurisdiction imposing such Tax;

(ii) any ad valorem Tax assessed on or with respect to the Vessel arising from the presence of the Vessel in the jurisdiction imposing the Tax after the Charterer has redelivered the Vessel to the Owner in accordance with the provisions of this Charter and has performed all of its obligations under the Charter, unless the Vessel is redelivered as a result of the occurrence of an Event of Default;

(iii) any Tax imposed on or with respect to any sale or other transfer by the Owner of any of the Owner’s interest in the Vessel or the Charter to any person other than the Charterer, provided that the exclusion in this Section 18 (g)(iii) shall not apply to any such sale or transfer that occurs (1) in connection with or as a result of an Event of Default, an Event of Loss, or any maintenance, repair, overhaul, pooling, interchange, exchange, removal, replacement, substitution, modification, improvement, or alteration of the Vessel or any part thereof or (2) at the Charterer’s request or (3) pursuant to a requirement in this Charter;

(iv) any Tax to the extent resulting from any act or event occurring after the Charterer has returned the Vessel and all Technical Documents to the Owner in compliance with the terms of this Charter and has performed all its obligations under this Charter (the “Return Compliance Time”), provided that the exclusion in this Section 18 (g) (iv) shall not apply to any Tax that (1) arises from any act, event or circumstance (or relates to any period of time)

occurring at or before the Return Compliance Time or (2) is imposed with respect to any payment by the Charterer pursuant to Charter or (3) is incurred in connection with the exercise of any rights or remedies of the Owner after the occurrence of an Event of Default;

(v) any Tax if and to the extent that such Tax would be payable by such Tax Indemnitee in the absence of the transactions contemplated in this Charter;

(vi) any Tax if and to the extent that such Tax is caused by, and would not be payable but for, (1) any gross negligence or willful misconduct of such Tax Indemnitee or (2) the inaccuracy or breach of any representation, warranty or covenant of the Owner in this Charter.

19.	Income Tax

The Charterer agrees to take no tax position inconsistent with the fact that the Owner is the owner of the Vessel for tax purposes.

20.	Law and Jurisdiction

(a)

Governing Law. This Charter is governed by and interpreted in accordance with the general maritime laws of the United States and, to the extent they are not applicable, the internal laws of the State of New York (without regard to New York’s conflict of laws provisions).

(b)

Venue. All judicial actions by any Party to enforce any provision of this Charter shall, if requested by the Owner, be brought in the United States District Court for the Southern District of New York or the state court of general jurisdiction sitting in the County of New York in the State of New York. Each Party consents to the jurisdiction of such courts and hereby irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non-conveniens, which it may now or hereafter have to the bringing of any such action or proceedings in such court.

(c)

JURY TRIAL WAIVER. EACH PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY TO EVERY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS CHARTER.

(d)

Service of Process. Service of process may be made on the Charterer or the Guarantor by mailing or delivering a copy of such process to the Charterer c/o the Guarantor at the Guarantor’s address listed below (with a copy to the Charterer at its address identified in or in accordance with Section 16), or to any new address of the Guarantor of which the Owner has been notified by the Charterer. The Charterer hereby irrevocably authorises and directs the Guarantor to accept such service on its behalf at such address. As an alternative method of service, the Charterer also irrevocably consents to the service of any and all process, postage prepaid, in any such action or proceeding by mailing a copy of such process to the Guarantor with a copy to the Charterer at its address identified in or in accordance with Section 16.

Nothing herein shall affect the right to effect service of process in any other manner permitted by law.

Guarantor’s address:

	Address:	Top Ships Inc. 1. Vass. Sofias, Marousi 15124 Greece

	Attention:	Alexandros Tsirikos
	Tel. No:	0030 210 8128180
	E-Mail:	atsirikos@topships.org

Service of process may be made on the Owner by mailing or delivering a copy of such process to the Owner at the Owner’s address identified in or in accordance with Section 16.

21.

Salvage.

All salvage and towage performed by the Vessel shall be for the Charterer’s benefit and the cost of repairing damage occasioned thereby shall be borne by the Charterer.

22.

War.

(a)

For the purpose of this Charter, the words “War Risks” shall include any war (whether actual or threatened), act of war, civil war, hostilities, revolution, rebellion, civil commotion, warlike operations, the laying of mines (whether actual or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist, pirate or political group, or the government of any state whatsoever, which may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons on board the Vessel.

(b)

The Charterer shall have the liberty:

(i) to comply with all orders, directions, recommendations or advice as to departure, arrival routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by the government of the Flag State, or any other government, body or group whatsoever acting with the power to compel compliance with their orders or directions;

(ii) to comply with the orders, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;

(iii) to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Union, the

effective orders of any other supranational body which has the right to issue and given the same, and with national laws aimed at enforcing the same to which the Owner or the Charterer are subject, and to obey the orders and directions of those who are charged with their enforcement.

23.	Assignment of Insurances.

(a)

Collateral. In order to secure all obligations of the Charterer owing to the Owner under this Charter, the Charterer hereby assigns to the Head Owner with first priority and to the Owner with second priority, all of the Charterer’s right, title and interest in and to all policies and contracts of insurance, including, without limitation, all entries in any protection and indemnity or war risks association or club, which are from time to time taken out in respect of the Vessel, her hull, machinery, freight, disbursements, profits or otherwise, and all the benefits thereof, including, without limitation, all claims of whatsoever nature arising under such policies, as well as all amounts due from underwriters under any such insurance whether as payment of losses, or as return premiums, or otherwise (collectively, the “Insurances”), and any proceeds of any of the foregoing. No later than the Delivery Date the Charterer shall give each underwriter notice of the assignment of insurances contained herein in the form and terms attached as Exhibit B to this Charter (or in such other form and terms as the Owner may reasonably require) and procure that the loss payable clauses as attached to Exhibit B to this Charter (or loss payable clauses otherwise in a form and terms satisfactory to the Owner and the Head Owner) shall have been duly endorsed on the insurances.

(b)

No Obligation to Perform. The Charterer hereby agrees and covenants that, notwithstanding the provisions of this Section 23, neither the Owner nor the Head Owner shall have any of the Charterer’s obligations under any Insurances.

24.	Change of Ownership.

The Charterer acknowledges and agrees that the Head Owner may transfer its ownership of the Vessel to another entity during the term of this Charter.

Following the receipt by the Charterer of a notice from the Owner stating that the Head Owner intends to transfer the ownership of the Vessel to another entity (the “Transferee”) as of the date of the transfer set forth in such notice, (i) reference to ‘the Head Owner’ in Section 9 and Section 23 of this Charter shall be deemed to refer to the Transferee (ii) as of such date of transfer, the Charterer shall procure that the insurances over the Vessel are updated to reflect the Transferee’s ownership of the Vessel and (iii) as of such date of transfer, the Charterer shall provide updated notices of assignment of insurances and loss payable clauses to each underwriter substantially in the form attached at Exhibit B to this Charter (or otherwise in a form and terms satisfactory to the Owner and the Transferee) logically amended to show the Transferee as the ‘the Owner’.

25.

Waiver. No waiver by either Party of any breach by the other of any obligation, agreement or covenant hereunder shall be deemed to be a waiver of that or any subsequent breach of the same or any other covenant, agreement or obligation nor shall any forbearance by any Party to seek a remedy for any breach by the other Party

may be deemed a waiver by such Party of its rights or remedies with respect to such breach, unless such waiver is in each case in writing duly executed by such Party.

26.

No Remedy Exclusive. Each and every right, power and remedy given to the Owner in this Charter shall be cumulative and in addition to every other right, power and remedy herein or therein given now or hereafter existing at law, in equity, in admiralty, by statute or otherwise. Each and every right, power and remedy whether given therein or otherwise existing may be exercised from time to time as often and in such order as may be determined by the Owner, and neither the failure or delay in exercising any power or right nor the exercise or partial exercise of any right, power or remedy shall be construed to be a waiver of or acquiescence in any default therein; nor shall the acceptance of any security or of any payment of or on account of any loan, promissory note, advance, obligation, expense, interest or fees maturing after an Event of Default or of any payment on account of any past default shall be construed to be a waiver of any right to take advantage of any future default or of any past default not completely cured thereby.

27.

Entire Agreement; Amendment. This Charter and its exhibits and schedules constitute the entire agreement between the Parties relating to the subject matter of this Charter and supersedes all prior agreements and undertakings of the Parties, whether oral or written, in connection herewith. No amendment of this Charter shall be valid unless made in writing and signed by each of the Parties and consented to by the Head Owner.

28.

Counterparts. This Charter may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. It is the express intent of the Parties to be bound by the exchange of signatures on this Charter via Portable Document Format (PDF), which the Parties agree shall constitute an original writing for all legal purposes.

29.

Severability. The Owner and the Charterer agree that with respect to any specific provision of this Charter that is held by any court or other constituted legal authority to be void or otherwise unenforceable in any particular manner, the Parties consider and permit this Charter to be amended in such manner as may be required in order to cause said provision and all other terms of this Charter to remain binding and enforceable against the Owner and the Charterer.

30.	Captions. The captions in this Charter are for convenience and reference only and shall not define or limit any of the terms or provisions, or otherwise affect the construction, of this Charter.

31.	Binding Effect. Subject to Section 14, this Charter shall be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns.

32.	Interpretation. References to “Sections” in this Charter are sections of this Charter. The words “include(s)” and “including” shall be construed as being followed by the words “without limitation”.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Parties have executed this Charter as of the date first written above.

OWNER

CARGILL INTERNATIONAL SA

By:
Name:
Title:


CHARTERER

PCH DREAMING INC.

By:
Name:
Title:

[Signature Page – Sub-Bareboat Charter “Hull No. 8242”]

B-44

EXHIBIT A

Basic Charter Hire

Basic Charter Hire (payable monthly in arrears)

Basic Charter Hire

US$8,600 per day

B-45

EXHIBIT A-1

Loss Value, Purchase Price and Profit Share Price Schedule

Original Vessel Cost: US$32,386,500

Payment Number	Payment Date / Relevant Purchase Price Date	Loss Value $	Loss Value as a % of Original Vessel Cost	Purchase Price $	Profit Share Price $
0					36,000,000
1					35,825,000
2					35,650,000
3					35,475,000
4					35,300,000
5					35,125,000
6					34,950,000
7					34,775,000
8					34,600,000
9					34,425,000
10					34,250,000
11					34,075,000
12					33,900,000
13					33,725,000
14					33,550,000
15					33,375,000
16					33,200,000
17					33,025,000
18					32,850,000
19					32,675,000
20					32,500,000
21					32,325,000
22					32,150,000
23					31,975,000
24					31,800,000
25					31,625,000
26					31,450,000
27					31,275,000
28					31,100,000
29					30,925,000
30					30,750,000
31					30,575,000
32					30,400,000
33					30,225,000
34					30,050,000
35					29,875,000

B-46

36					29,700,000
37					29,525,000
38					29,350,000
39					29,175,000
40					29,000,000
41					28,825,000
42					28,650,000
43					28,475,000
44					28,300,000
45					28,125,000
46					27,950,000
47					27,775,000
48					27,600,000
49					27,425,000
50					27,250,000
51					27,075,000
52					26,900,000
53					26,725,000
54					26,550,000
55					26,375,000
56					26,200,000
57					26,025,000
58					25,850,000
59					25,675,000
60					25,500,000

Stipulated loss values are due in addition to any advance or arrears rent due on the same date.

B-47

EXHIBIT B

NOTICE OF ASSIGNMENT OF INSURANCE

TO:

PLEASE TAKE NOTICE:

(1) That by an assignment of Insurances contained in a Sub-Bareboat Charter Agreement dated as of [●] 2019 made by PCH DREAMING INC. (the “Sub-Charterer”) to CARGILL INTERNATIONAL SA, (together with its successors and assigns, “Head Charterer”), the Sub-Charterer has collaterally assigned to the registered owner of the Vessel (as defined below), CFT INVESTMENTS 1 LLC and its successors and assigns (the “Owner”) as first priority and to the Head Charterer as second priority all of the Sub-Charterer’s rights, title and interests in, to and under all policies and contracts of insurance, including the Sub-Charterer’s rights under all entries in any protection and indemnity or war risk association or club, which are from time to time taken out by the Sub-Charterer in respect of M/T “ECO MARINA DEL REY” (Hull No. 8242) with IMO 9798349 (the “Vessel”), her hull, machinery, freight, disbursements, profits or otherwise, and all the benefits thereof, including, without limitation, all claims of whatsoever nature arising under such policies, as well as all amounts due from underwriters under any such insurance whether as payment of losses, or as return premiums, or otherwise (collectively, the “Insurances”).

(2) That you are hereby irrevocably authorized and instructed to pay from the date hereof all payments under:

(a) all Insurances, except entries in protection and indemnity associations or clubs or insurances effected in lieu of such entries, relating to the Vessel in accordance with the loss payable clause in Attachment 1 to this Notice; and

(b) all entries in protection and indemnity associations or clubs or insurances effected in lieu of such entries relating to the Vessel in accordance with the loss payable clause in Attachment 2 to this Notice.

(3) That you are hereby instructed to endorse the assignment, notice of which is given to you herein, on all policies or entries relating to the Vessel.

PCH DREAMING INC.			CARGILL INTERNATIONAL SA


By:			By:
Name:			Name:
Title:			Title:

Dated as of the ____ day of [●] 2019.

B-48

ATTACHMENT 1

LOSS PAYABLE AND NOTICE OF CANCELLATION CLAUSE

(A)

Until CFT INVESTMENTS 1 LLC (together with its successors and assigns, the “Owner”) shall have notified underwriters to the contrary,

(1)

Except as provided in subsection (2) of this Clause (A), any claim under the insurance policy in respect of the M/T “ECO MARINA DEL REY” (Hull No. 8242) with IMO No. 9798349 (the “Vessel”) (other than in respect of a total loss), up to and including the amount of United States Dollars Five Hundred Thousand (US$500,000) shall be paid:

directly for the repair, salvage or other charges involved; or

ii.

if Cargill International SA (the “Charterer”) shall have first fully repaired the damage or paid all of the salvage or other charges, to the Charterer as reimbursement therefor as its interests may appear; or

iii.

if PCH Dreaming Inc. (the “Sub-Charterer”) shall have first fully repaired the damage or paid all of the salvage or other charges, to the Sub-Charterer as reimbursement therefor as its interests may appear,

save that, without prejudice to subsection (2) of this Clause (A), if the Charterer and/or the Owner has provided the insurers with notice of an Event of Default by the Sub-Charterer under the sub-bareboat charter agreement (between the Charterer and the Sub- Charterer) with respect to the Vessel, no payment shall be made to the Sub-Charterer under subsection (1)(iii) of this Clause (A), but instead shall be paid in accordance with subsection (1)(i) of this Clause (A) or subsection (1)(ii) of this Clause (A) only.

(2)

Any claim in respect of a total loss, and any claim of any nature (whether on account of the loss of or damage to the Vessel, on account of return premiums, or otherwise) in excess of United States Dollars Five Hundred Thousand (US$500,000) or during the continuance of an Event of Default:

by the Charterer under the bareboat charter agreement (between the Owner and the Charterer) with respect to the Vessel (notice of which Event of Default shall be provided by the Owner to the insurers); and/or

ii.

by the Sub-Charterer under the sub-bareboat charter agreement (between the Charterer and the Sub- Charterer) with respect to the Vessel (notice of which Event of Default shall be provided by the Owner and/or the Charterer to the insurers),

shall be paid directly to the Owner or otherwise as the Owner may consent.

(B)

The underwriters agree to advise the Owner and the Charterer:

(1)

If any insurer cancels or gives notice of cancellation of any insurance (other than war risks) or entry at least fourteen (14) days before such cancellation is

B-49

to take effect, unless the insurer cancels such insurance because of nonpayment of premium, in which case the insurer shall give Owner and the Charterer at least ten (10) days’ notice before such cancellation is to take effect; and

(2)

Of any material change in the terms and conditions of the aforesaid insurance policies or non-renewal at least fourteen (14) days before such change or non-renewal is to take effect.

The foregoing shall not apply to war risk insurance.

B-50

ATTACHMENT 2

FORM OF LOSS PAYABLE ENDORSEMENT

PROTECTION & INDEMNITY

--------------

M/T “ECO MARINA DEL REY” (Hull No. 8242) IMO No. 9798349

Payment of any recovery to which PCH Dreaming Inc. (the “Sub-Bareboat Charterer”), is entitled to make out of the funds of the Association in respect of any liability, costs or expenses incurred by the Sub-Bareboat Charterer, shall be made to the Sub-Bareboat Charterer or to its order, unless and until the Association receives:

i) subject always to paragraph ii), below, notice from CFT Investments 1 LLC (the “Owner”) and/or Cargill International SA (“Bareboat Charterer”) that the Sub-Bareboat Charterer is in default under the Sub-Bareboat Charter Agreement dated [●] 2019 between the Bareboat Charterer and the Sub-Bareboat Charterer respecting the Vessel, in which event all recoveries shall thereafter be paid to the Bareboat Charterer or to its order; provided that no liability whatsoever shall attach to the Association, its Managers or their agents for failure to comply with the latter obligation until and after the expiry of two (2) clear business days from the receipt of such notice;

ii) notice from the Owner that the Bareboat Charterer is in default under the Bareboat Charter Agreement dated [●] 2019 between the Owner and the Bareboat Charterer respecting the Vessel, in which event all recoveries shall thereafter be paid to the Owner or to its order; provided that no liability whatsoever shall attach to the Association, its Managers or their agents for failure to comply with the latter obligation until and after the expiry of two (2) clear business days from the receipt of such notice.

The Association undertakes:

(a) to inform the Owner and the Bareboat Charterer if the Association gives the Sub-Bareboat Charterer of the above ship notice that his insurance in the Association in respect of such ship is to cease at the end of the then current Policy Year; and

(b) to give the Owner and the Bareboat Charterer fourteen (14) days’ notice of the Association’s intention to cancel the insurance of the Sub-Bareboat Charterer by reason of this failure to pay, when due and demanded any sum due from Sub-Bareboat Charterer to the Association.

All notices to the Owner shall be made to the following address:

CFT Investments 1 LLC

c/o SMBC Leasing and Finance, Inc.

277 Park Avenue

New York, New York 10172

Attn: Carl Marcantonio

B-51

Tel: (212) 224-5278

Email:

cmarcantonio@smbc-lf.com

Amickens@smbc-lf.com

Morgan_Feuerhake@smbcgroup.com

smbclfleaseaccountinggroup@smbclf.com

All notices to the Bareboat Charterer shall be made to the following address:

Cargill International SA
14 chemin de Normandie
1206 Geneva, Switzerland
Tel: +41-22-703-2111

Email: George_wells@cargill.com
Ann_shazell@cargill.com

Bernd_Bachmann@cargill.com

Keith_Dawe@cargill.com

B-52

EXHIBIT C

Agreed form of Time Charter

C-1

Annex 2 - Specifications

Annex 3 – CISA Payment Undertaking

[TO BE PRINTED ON HEADED PAPER OF CARGILL INTERNATIONAL SA]

TO: Alpha Bank A.E.

40 Stadiou Street Athens
Greece

March 2019

Dear Sirs,

Payment Letter – Hyundai Mipo Dockyard Co., Ltd. new build vessel M/T “ECO MARINA DEL REY” with Hull No. 8242 and IMO No. 9798349 (“Vessel”)

We hereby undertake to you that upon (A) receipt by us of an original of the fully executed and dated notice of re-assignment (relating to the deed of assignment dated 12 July 2018 and entered into between you and PCH Dreaming Inc. (“PCH”)), such notice of re-assignment in the form and on the terms set out in Appendix 1, duly executed by duly authorised representatives of Alpha Bank A.E.; and (B) the Vessel being delivered to, and accepted by, CFT Investments 1 LLC, as evidenced by the timed and dated protocol of delivery and acceptance in respect of the Vessel and executed by us, CFT Investments 1 LLC and PCH (the time and date set out in such protocol of delivery and acceptance, the “Time of Delivery”), we shall remit (such remittance to be irrevocable and unconditional) the sum of United States Dollars Nine Million Eight Hundred and Forty Eight Thousand Two Hundred and Eighty (US$9,848,280) (the “Funds”) immediately after the Time of Delivery (provided that if the Time of Delivery falls at a time that is on a day that is not a Banking Day or falls at a time that is after 2.30 pm Geneva time on a Banking Day, then we shall remit (such remittance to be irrevocable and unconditional) with same day value, to you the Funds on the next Banking Day following the date on which the Time of Delivery falls), in freely available funds, free of all bank charges and without set-off to you, Alpha Bank A.E., as follows:

Beneficiary:	PCH DREAMING INC.
Beneficiary Bank:	ALPHA BANK A.E.
Full address of Beneficiary Bank:	AKTI MIAOULI 93, 185 38 PIRAEUS
SWIFT Code:	CRBAGRAAXXX
CORRESPONDENT BANK:	CITIBANK N.A.
Full address of correspondent bank:	NEW YORK, 399 Park Avenue, New York N.Y. 10022 U.S.A.
SWIFT Code of Correspondent Bank;	CITIUS33XXX

IBAN:	GR38 0140 9600 9600 1500 6030 697
Payment reference:	HULL NO. 8242 – IMO 9798349

This letter and any non-contractual obligations arising out of or in connection with it are governed by and construed in all respects in accordance with English law and the English courts are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this letter or any non-contractual obligations arising out of or in connection with it.

In this letter “Banking Day” means a day on which banks are open for business in London, New York, Geneva, Athens and Piraeus.

Yours faithfully,

................................................

Signed for and on behalf of Cargill International SA

By: George Wells Title:

Assistant Vice President

[TO BE PRINTED ON HEADED PAPER OF CARGILL INTERNATIONAL SA]

APPENDIX 1 – form and terms of notice of re-assignment

EXECUTION PAGE — ADDENDUM NO. 1 TO MOA IN RESPECT OF HULL NO. 8242 DATED 29 JUNE 2018

For and on behalf of

Cargill International SA

By: /s/ Keith Dawe

Name: Keith Dawe

Title: Proxy Holder

For and on behalf of

PCH Dreaming Inc.

By: /s/ Dimitra S. Karkaletsi

Name: Dimitra S. Karkaletsi

Title: Attorney-in-fact

For and on behalf of

Top Ships Inc.

By: /s/ Dimitra S. Karkaletsi

Name: Dimitra S. Karkaletsi

Title: Attorney-in-fact