Exhibit 4.59

 

1.    Shipbroker N/A	2.    Place and date 29th March 2023
3.    Owners/Place of business (Cl. 1) GREAT SOMETHING CO, LTD of the republic of the Marshall Islands with registered adress at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960	4.    Bareboat Charterers/Place of business (Cl. 1) Knight Ocean Navigation Co. of Liberia with registered address at 80 Broad Street, City of Monrovia, Republic of Liberia guaranteed by Seanergy Maritime Holdings Corp., of the Republic of Marshall Islands
5.    Vessel’s name, call sign and flag (Cl. 1 and 3) M/V Knightship Call sign: D5MN5 Flag: Liberia
6.    Type of Vessel Bulk Carrier	7.    GT/NT 93,186 59,500
8.    When/Where built 2010 Hyundai Samho Heavy Industries Co. Ltd	9.    Total DWT (abt.) in metric tons on summer freeboard 178,978
10.  Classification Society (Cl. 3) BV	11.  Date of last next special survey by the Vessel’s classification society As per the requirements of the Classification Society
12.  Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3) As per Annex [4] hereto
13 . Port or Place of delivery (Cl. 3) As per Clause 32 (b) hereof.	14.  Time for delivery (Cl. 4) As per Clause 32 (b) hereof	15.  Cancelling date (Cl. 5) N/A
16.  Port or Place of redelivery (Cl. 15) Safely afloat at international waters or at any safe port/berth/anchorage or one safe port worldwide in Charterers' option	17.  No. of months' validity of trading and class certificates upon redelivery (Cl. 15) Minimum three (3) months
18.  Running days’ notice if other than stated in Cl. 4 N/A	19.  Frequency of dry-docking (Cl. 10(g)) As per Classification Society or flag state requirements
20.  Trading limits (Cl. 6) The Trading Range: Worldwide within International Navigating Limits with the Charterers' option to break same paying extra insurance, but always in accordance with Clauses 13 and 40.
21.  Charter period (Cl. 2) As per Clause 34 hereof	22.  Charter hire (Cl. 11) As per Clause 35 hereof
23.  New class and other safety requirements (state percentage of Vessel's insurance value acc. to Box 29)(Cl. 10(a)(ii)) N/A
24.  Rate of interest payable acc. to Cl. 11 (f) and, if applicable, acc. to PART IV As per Clause 34 hereof	25.  Currency and method of payment (Cl. 11) United States Dollars payable monthly in advance
26.  Place of payment; also state beneficiary and bank account (Cl. 11) As per Clause 36 hereof	27.  Bank guarantee/bond (sum and place) (Cl. 24) (optional) N/A
28.  Mortgage(s), if any (state whether 12(a) or (b) applies; if 12(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business) (Cl. 12) As per Clause 44 hereof	29.  Insurance (hull and machinery and war risks) (state value acc. to Cl. 13(f) or, if applicable, acc. to Cl. 14(k)) (also state if Cl. 14 applies) As per Clause 40 hereof
30.  Additional insurance cover, if any, for Owners’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) As per Cl. 40 hereof	31.  Additional insurance cover, if any, for Charterers’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) As per Clause 40 (c) hereof
32.  Latent defects (only to be filled in if period other than stated in Cl. 3) N/A	33.  Brokerage commission and to whom payable (Cl. 27) N/A
34.  Grace period (state number of clear banking days) (Cl. 28) As per Clause 41 hereof	35.  Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30) as per
	Clause 30 (a) English law, London arbitration

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

36.  War cancellation (indicate countries agreed) (Cl. 26(f)) N/A
37.  Newbuilding Vessel (indicate with “yes” or “no” whether PART III applies) (optional) No	38.  Name and place of Builders (only to be filled in if PART III applies) N/A
39.  Vessel’s Yard Building No. (only to be filled in if PART III applies) N/A	40.  Date of Building Contract (only to be filled in if PART III applies) N/A
41.  Liquidated damages and costs shall accrue to (state party acc. to Cl. 1) a)  N/A b)  N/A c)  N/A
42. Hire/Purchase agreement (indicate with “yes” or “no” whether PART IV applies) (optional) No	43.  Bareboat Charter Registry (indicate with “yes” or “no” whether PART V applies) (optional) Yes, in the Charterers option
44.  Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies) As per Clause 37 hereof	45.  Country of the Underlying Registry (only to be filled in if PART V applies) N/A
46.  Number of additional clauses covering special provisions, if agreed 32 to 57 and Annex 1,2, 3, 4, and 5.

PREAMBLE - It is mutually agreed that this Contract shall be performed subject to the conditions contained in this Charter which shall include PART I and PART II. In the event of a conflict of conditions, the provisions of PART I shall prevail over those of PART II to the extent of such conflict but no further. It is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter if expressly agreed and stated in Boxes 37, 42 and 43. If PART III and/or PART IV and/or PART V apply, it is further agreed that in the event of a conflict of conditions, the provisions of PART I and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the extent of such conflict but no further.

Signature (Owners)		Signature (Charterers)
		By:	/s/ Stavros Gyftakis
By:	/s/ Kazuhiro Watanabe	Name: Mr. Stavros Gyftakis
Name: Kazuhiro Watanabe		Title: Director
Title: Director

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART II

BARECON 2001 Standard Bareboat Charter

1 1. Definitions

2 In this Charter, the following terms shall have the

3 meanings hereby assigned to them:

4 “The Owners” shall mean the party identified in Box 3;

5 “The Charterers” shall mean the party identified in Box 4;

6 “The Vessel” shall mean the vessel named in Box 5 and

7 with particulars as stated in Boxes 6 to 12.

8 “Financial Instrument” means the mortgage, deed of

9 covenant or other such financial security instrument as

10 annexed to this Charter and stated in Box 28.

11 2 Charter Period

12 In consideration of the hire detailed in Box 22,

13 the Owners have agreed to let and the Charterers have

14 agreed to hire the Vessel for the period stated in Clause 34Box 21

15 (“The Charter Period”).

16 3. DeliverySee Clause 32

17     (not applicable when Part III applies, as indicated in Box 37)

18     (a) The Owners shall before and at the time of delivery

19     exercise due diligence to make the Vessel seaworthy

20     And in every respect ready in hull, machinery and

21    equipment for service under this Charter.

22     The Vessel shall be delivered by the Owners and taken

23     over by the Charterers at the port or place indicated in

24     Box 13 in such ready safe berth as the Charterers may

25     direct.

26     (b) The Vessel shall be properly documented on

27     delivery in accordance with the laws of the flag State

28     indicated in Box 5 and the requirements of the

29     classification society stated in Box 10. The Vessel upon

30     delivery shall have her survey cycles up to date and

31     trading and class certificates valid for at least the number

32     of months agreed in Box 12.

33     (c) The delivery of the Vessel by the Owners and the

34     taking over of the Vessel by the Charterers shall

35     constitute a full performance by the Owners of all the

36     Owners’ obligations under this Clause 3, and thereafter

37     the Charterers shall not be entitled to make or assert

38     any claim against the Owners on account of any

39    conditions, representations or warranties expressed or

40     implied with respect to the Vessel but the Owners shall

41     be liable for the cost of but not the time for repairs or

42     renewals occasioned by latent defects in the Vessel,

43     her machinery or appurtenances, existing at the time of

44    delivery under this Charter, provided such defects have

45     manifested themselves within twelve (12) months after

46     delivery unless otherwise provided in Box 32.

47 4. Time for DeliverySee Clause 32

48     (not applicable when Part III applies, as indicated in Box 37)

49     The Vessel shall not be delivered before the date

50     indicated in Box 14 without the Charterers’ consent and

51     the Owners shall exercise due diligence to deliver the 

52     Vessel not later than the date indicated in Box 15.

53     Unless otherwise agreed in Box 18, the Owners shall

54    give the Charterers not less than thirty (30) running days’

55    preliminary and not less than fourteen (14) running days’

56     definite notice of the date on which the Vessel is

57     expected to be ready for delivery.

58    The Owners shall keep the Charterers closely advised

59     of possible changes in the Vessel’s position.

60 5. Cancelling

61     (not applicable when Part III applies, as indicated in Box 37)

62      (a) Should the Vessel not be delivered latest by the

63     cancelling date indicated in Box 15, the Charterers shall

64      have the option of cancelling this Charter by giving the

65     Owners notice of cancellation within thirty-six (36)

66      running hours after the cancelling date stated in Box

67     15, failing which this Charter shall remain in full force

68     and effect.

69      (b) If it appears that the Vessel will be delayed beyond

70      the cancelling date, the Owners may, as soon as they

71      are in a position to state with reasonable certainty the

72      day on which the Vessel should be ready, give notice

73      thereof to the Charterers asking whether they will

74      exercise their option of cancelling, and the option must

75      then be declared within one hundred and sixty-eight 

76      (168) running hours of the receipt by the Charterers of

77      such notice or within thirty-six (36) running hours after

78      the cancelling date, whichever is the earlier. If the

79      Charterers do not then exercise their option of cancelling,

80      the seventh day after the readiness date stated in the

81      Owners’ notice shall be substituted for the cancelling 

82      date indicated in Box 15 for the purpose of this Clause 5.

83      (c) Cancellation under this Clause 5 shall be without

84      prejudice to any claim the Charterers may otherwise

85      have on the Owners under this Charter.

86 6. Trading Restrictions

87 The Vessel shall be employed in lawful trades for the

88 carriage of suitable lawful merchandise within the trading

89 limits indicated in Box 20.

90 The Charterers undertake not to employ the Vessel or

91 suffer the Vessel to be employed otherwise than in

92 conformity with the terms of the contracts of insurance

93 (including any warranties expressed or implied therein)

94 without first obtaining the consent of the insurers to such

95 employment and complying with such requirements as

96 to extra premium or otherwise as the insurers may

97 prescribe.

98 The Charterers also undertake not to employ the Vessel

99 or suffer her employment in any trade or business which

100 is forbidden by the law of any country to which the Vessel

101 may sail or is otherwise illicit or in carrying illicit or

102 prohibited goods or in any manner whatsoever which

103 may render her liable to condemnation, destruction,

104 seizure or confiscation.

105 Notwithstanding any other provisions contained in this

106 Charter it is agreed that nuclear fuels or radioactive

107 products or waste are specifically excluded from the

108 cargo permitted to be loaded or carried under this

109 Charter. This exclusion does not apply to radio-isotopes

110 used or intended to be used for any industrial,

111 commercial, agricultural, medical or scientific purposes

112 provided the Owners’ prior approval has been obtained

113 to loading thereof. The Charterers shall not expose the Vessel to any regulation imposing trade and economic sanctions or prohibition imposed by the authorities of the United States of America, European Union or United Nations. Similarily, the Owners shall not expose the Charterers to any regulation imposing trade and economic sanction or prohibition imposed by the authorities of the United States of America, European Union or the United Nations.

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART II

BARECON 2001 Standard Bareboat Charter

114 7. Surveys on Delivery and Redelivery

115   (not applicable when Part III applies, as indicated in Box 37)

116   The Owners and Charterers shall each appoint

117   surveyors for the purpose of determining and agreeing

118   in writing the condition of the Vessel at the time of 

119   delivery and redelivery hereunder. The Owners shall

120   bear all expenses of the On-hire Survey including loss

121   of time, if any, and the Charterers shall bear all expenses

122   of the Off-hire Survey including loss of time, if any, at 

123   the daily equivalent to the rate of hire or pro rata thereof.

124 8. Inspection- See also Cl. 39

125 The Owners shall, maximum once a year, have the right at any time after giving

126 reasonable notice to the Charterers to inspect or survey

127 the Vessel or instruct a duly authorised surveyor to carry

128 out such survey on their behalf:-provided it does not intefere with the operation and trading of the Vessel and/or crew.

129 (a) to ascertain the condition of the Vessel and satisfy

130 themselves that the Vessel is being properly repaired

131 and maintained. The costs and fees for such inspection

132 or survey shall be paid by the Owners unless the Vessel

133 is found to require repairs or maintenance in order to

134 achieve the condition so provided;

135   (b) in dry-dock if the Charterers have not dry-docked

136   Her in accordance with Clause 10(g). The costs and fees

137   for such inspection or survey shall be paid by the

138   Charterers; and

139  (c) for any other commercial reason they consider

140   necessary (provided it does not unduly interfere with

141  the commercial operation of the Vessel). The costs and

142   fees for such inspection and survey shall be paid by the 143 Owners.

144 All time used in respect of inspection, survey or repairs

145 shall be for the Charterers’ account and form part of the

146 Charter Period.

147 The Charterers shall also permit the Owners to inspect

148 the Vessel’s log books whenever reasonably requested and shall, as soon as practicably possible,

149 whenever required by the Owners furnish them with full

150 information regarding any casualties or other accidents

151 or damage to the Vessel.

152 9. Inventories, Oil and StoresSee Clause 54

153  A complete inventory of the Vessel’s entire equipment,

154  outfit including spare parts, appliances and of all

155  consumable stores on board the Vessel shall be made

156   by the Charterers in conjunction with the Owners on

157   delivery and again on redelivery of the Vessel. The

158   Charterers and the Owners, respectively, shall at the

159  time of delivery and redelivery take over and pay for all

160  bunkers, lubricating oil, unbroached provisions, paints,

161   ropes and other consumable stores (excluding spare

162   parts) in the said Vessel at the then current market prices

163   at the ports of delivery and redelivery, respectively. The

164   Charterers shall ensure that all spare parts listed in the

165   inventory and used during the Charter Period are

166   replaced at their expense prior to redelivery of the

167   Vessel.

168 10. Maintenance and Operation

169 (a)(i)Maintenance and Repairs - During the Charter

170 Period the Vessel shall be in the full possession

171 and at the absolute disposal for all purposes of the

172 Charterers and under their complete control in

173 every respect. The Charterers shall maintain the

174 Vessel, her machinery, boilers, appurtenances and

175 spare parts in a good state of repair, in efficient

176 operating condition and in accordance with good

177 commercial maintenance practice and, except as

178    provided for in Clause 14(l), if applicable, at their

179 own expense they shall at all times keep the

180 Vessel’s Class fully up to date with the Classification

181 Society indicated in Box 10 and maintain all other

182 necessary certificates in force at all times.

183   (ii) New Class and Other Safety Requirements - In the

184   event of any  improvement,  structural  changes  or

185    new equipment becoming necessary for the

186    continued operation of the Vessel by reason of new

187    class requirements  or  by  compulsory  legislation

188    costing (excluding the Charterers’ loss of time)

189    more than the percentage stated in Box 23, or if

190    Box 23 is left blank, 5 per cent. of the Vessel’s

191    insurance value as stated in Box 29, then the

192    extent, if any, to which the rate of hire shall be varied

193    and the ratio in which the cost of compliance shall

194    be shared between the parties concerned in order

195    to achieve a reasonable distribution thereof as

196    between the Owners and the Charterers having

197    regard, inter alia, to the length of the period

198    remaining under this Charter shall, in the absence

199    of agreement, be referred to the dispute resolution

200    method agreed in Clause 30.

201 (iii) Financial Security - The Charterers shall maintain

202 financial security or responsibility in respect of third

203 party liabilities as required by any government,

204 including federal, state or municipal or other division

205 or authority thereof, to enable the Vessel, without

206 penalty or charge, lawfully to enter, remain at, or

207 leave any port, place, territorial or contiguous

208 waters of any country, state or municipality in

209 performance of this Charter without any delay. This

210 obligation shall apply whether or not such

211 requirements have been lawfully imposed by such

212 government or division or authority thereof.

213 The Charterers shall make and maintain all arrange-

214 ments by bond or otherwise as may be necessary to

215 satisfy such requirements at the Charterers’ sole

216 expense and the Charterers shall indemnify the Owners

217 against all consequences whatsoever (including loss of

218 time) for any failure or inability to do so.

219 (b) Operation of the Vessel - The Charterers shall at

220 their own expense and by their own procurement man,

221 victual, navigate, operate, supply, fuel and, whenever

222 required, repair the Vessel during the Charter Period

223 and they shall pay all charges and expenses of every

224 kind and nature whatsoever incidental to their use and

225 operation of the Vessel under this Charter, including

226 annual flag State fees and any foreign general

227 municipality and/or state taxes. The Master, officers

228 and crew of the Vessel shall be the servants of the Charterers

229 for all purposes whatsoever, even if for any reason

230 appointed by the Owners.

231 Charterers shall comply with the regulations regarding

232 officers and crew in force in the country of the Vessel’s

233 flag or any other applicable law.

234 (c) The Charterers shall keep the Owners and the

235 mortgagee(s) advised of the intended employment,

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART II

BARECON 2001 Standard Bareboat Charter

236 planned dry-docking and major repairs of the Vessel,

237 as reasonably required.

238 (d) Flag and Name of Vessel – See Clauses 37 and 43During the Charter

239   Period, the Charterers shall have the liberty to paint the

240  Vessel in their own  colours,  install  and  display  their

241  funnel insignia and fly their own house flag. The

242  Charterers shall also have the liberty, with the Owners’

243   consent, which shall not be unreasonably withheld, to

244   change the flag and/or the name of the Vessel during 

245   the Charter Period. Painting and re-painting, instalment

246   and re-instalment, registration and re-registration, if

247   required by the Owners, shall be at the Charterers’ 248 expense and time.

249 (e) Changes to the Vessel – See Clause 38Subject to Clause 10(a)(ii),

250   the Charterers shall make no structural changes in the 

251   Vessel or changes in the machinery, boilers, appurten-

252  ances  or spare parts thereof  without in  each  instance

253  first securing the Owners’ approval thereof. If the Owners

254  so agree, the Charterers shall, if the Owners so require,

255   restore the Vessel to its former condition before the

256  termination of this Charter.

257 (f) Use of the Vessel’s Outfit, Equipment and

258 Appliances - The Charterers shall have the use of all

259 outfit, equipment, and appliances on board the Vessel

260 at the time of delivery, provided the same or their

261 substantial equivalent shall be returned to the Owners

262 on redelivery, if such is required under the Charter, in
substantially the same good order and condition as

263 when received, ordinary wear and tear excepted. The

264 Charterers shall from time to time during the Charter

265 Period replace such items of equipment as shall be so

266 damaged or worn as to be unfit for use. The Charterers

267 are to procure that all repairs to or replacement of any

268 damaged, worn or lost parts or equipment be effected

269 in such manner (both as regards workmanship and

270 quality of materials) as not to diminish the value of the

271   Vessel. The Charterers have the right to fit additional

272   equipment at their expense and risk but the Charterers

273   shall remove such equipment at the end of the period if

274   requested by the Owners. Any equipment including radio

275 equipment on hire on the Vessel at time of delivery shall

276 be kept and maintained by the Charterers  and  the

277   Charterers shall assume the obligations and liabilities

278   of the Owners under any lease contracts in connection

279   therewith and shall reimburse the Owners for all

280   expenses incurred in connection therewith, also for any

281   new equipment required in order to comply with radio

282   regulations.

283 (g) Periodical Dry-Docking - The Charterers shall dry-

284 dock the Vessel and clean and paint her underwater

285 parts whenever the same may be necessary., but not

286   less than once during the period stated in Box 19 or, if

287   Box 19 has been left blank, every sixty (60) calendar

288   months after delivery or such other period as may be

289   required by the Classification Society or flag State.

290 11. HireSee Clauses 35 and 36

291   (a) The Charterers shall pay  hire due to the Owners

292   punctually in accordance with the terms of this Charter

293   in respect of which time shall be of the essence.

294   (b) The Charterers shall pay to the Owners for the hire

295   of the Vessel a lump sum in the amount indicated in 

296   Box 22 which shall be payable not later than every thirty

297   (30) running days in advance, the first lump sum being

298    payable on the date and hour of the Vessel’s delivery to

299    the Charterers. Hire shall be paid continuously

300    throughout the Charter Period.

301 (c) Payment of hire shall be made in cash without

302 discount in the currency and in the manner indicated in

303 Box 25 and at the place mentioned in Box 26.

304   (d) Final payment of hire, if for a period of less than

305    thirty (30) running days, shall be calculated proportionally

306    according to the number of days and hours remaining 

307    before redelivery and advance payment to be effected

308    accordingly.

309    (e) Should the Vessel be lost or missing, hire shall

310   cease from the date and time when she was lost or last

311    heard of. The date upon which the Vessel is to be treated

312    as lost or missing shall be ten (10) days after the Vessel

313    was last reported or when the Vessel is posted as

314    missing by Lloyd’s, whichever occurs first. Any hire paid

315    in advance to be adjusted accordingly.

316    (f) Any delay in payment of hire shall entitle the 

317    Owners to interest at the rate per annum as agreed

318    in Box 24. If Box 24 has not been filled in, the three months

319    Interbank offered rate in London (LIBOR or its successor)

320    for the currency stated in Box 25, as quoted by the British

321    Bankers’ Association (BBA) on the date when the hire 

322    fell due, increased by 2 per cent., shall apply.

323   (g) Payment of interest due under sub-clause 11(f)

324   shall be made within seven (7) running days of the date

325   of the Owners’ invoice specifying the amount payable

326    or, in the absence of an invoice, at the time of the next

327    hire payment date.

328 12. MortgageSee Clause 44

329    (only to apply if Box 28 has been appropriately filled in)

330    *) (a) The Owners warrant that they have not effected

331   any mortgage(s) of the Vessel and that they shall not

332    effect any mortgage(s) without the prior consent of the

333    Charterers, which shall not be unreasonably withheld.

334    *) (b) The Vessel chartered under this Charter is financed

335    by a mortgage according to the Financial Instrument.

336    The Charterers undertake to comply, and provide such

337    information and documents to enable the Owners to

338    comply, with all such instructions or directions in regard

339    to the employment, insurances, operation, repairs and
340    maintenance of the Vessel as laid down in the Financial

341    Instrument or as may be directed from time to time during
342    the currency of the Charter by the mortgagee(s) in

343    conformity with the Financial Instrument. The Charterers

344    confirm that, for  this  purpose,  they  have  acquainted

345    themselves with all relevant terms, conditions and

346    provisions of the  Financial  Instrument  and  agree  to

347    acknowledge this in writing in any form that may be 

348    required by the mortgagee(s). The Owners warrant that

349    they have not effected any mortgage(s) other than stated

350    in Box 28 and that they shall not agree to any

351    amendment of the mortgage(s) referred to in Box 28 or

352    effect any other mortgage(s) without the prior consent

353    of the Charterers, which shall not be unreasonably

354    withheld.

355   *) (Optional, Clauses 12(a) and 12(b) are alternatives;

356    indicate alternative agreed in Box 28).

357 13. Insurance and RepairsSee also Clause 40

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART II

BARECON 2001 Standard Bareboat Charter

358 (a)Subject to and without prejudice to the provisions of Clause 40, Dduring the Charter Period the Vessel shall be kept

359 insured by the Charterers at their expense against hull

360 and machinery, war and Protection and Indemnity risks

361 (and any risks against which it is compulsory to insure

362 for the operation of the Vessel, including maintaining

363 financial security in accordance with sub-clause

364 10(a)(iii)) in such form as the Owners shall in writing

365 approve, which approval shall not be un-reasonably

366 withheld. Such insurances shall be arranged by the

367 Charterers to protect the interests of both the Owners

368 and the Charterers and the mortgagee(s) (if any), and

369 The Charterers shall be at liberty to protect under such

370 insurances the interests of any managers they may

371 appoint. Insurance policies shall cover the Owners and

372 the Charterers according to their respective interests.

373   Subject to the provisions of the Financial Instrument, if

374   any, and the approval of the Owners and the insurers,

375   the Charterers shall effect all insured repairs and shall

376     undertake settlement and reimbursement from the

377   insurers of all costs in connection with such repairs as

378   well as insured charges, expenses and liabilities to the

379   extent of coverage under the insurances herein provided

380   for.

381 The Charterers also to remain responsible for and to

382 effect repairs and settlement of costs and expenses

383 incurred thereby in respect of all other repairs not

384 covered by the insurances and/or not exceeding any

385 possible franchise(s) or deductibles provided for in the

386 insurances.

387 All time used for repairs under the provisions of sub-

388 clause 13(a) and for repairs of latent defects according

389 to Clause 3(c) above, including any deviation, shall be

390 for the Charterers’ account.

391  (b)If the conditions of the above insurances permit

392   additional insurance to be placed by the parties, such

393   cover shall be limited to the amount for each party set

394   out in Box 30 and Box 31, respectively. The Owners or

395 the Charterers as the case may be shall immediately

396 furnish the other party with particulars of any additional

397 insurance effected, including copies of any cover notes

398 or policies and the written consent of the insurers of

399 any such required insurance in any case where the

400 consent of such insurers is necessary.

401 (c) The Charterers shall upon the request of the

402 Owners, provide information and promptly execute such

403 documents as may be reasonably required to enable the Owners to

404 comply with the insurance provisions of the Financial

405 Instrument. Cost and time, if any, for Owners' account.

406   (d) Subject to the provisions of the Financial Instru-

407   ment, if any, should the Vessel become an actual, 

408   constructive, compromised or agreed total loss under

409   the insurances required under sub-clause 13(a), all

410   insurance payments for such loss shall be paid to the

411   Owners who shall distribute the moneys between the

412   Owners and the Charterers according to their respective

413   interests. The Charterers undertake to notify the Owners

414   and the mortgagee(s), if any, of any occurrences in

415   consequence of which the Vessel is likely to become a

416   total loss as defined in this Clause.See Clause 40

417 (e) The Owners shall upon the request of the

418   Charterers, promptly execute such documents as may

419 be required to enable the Charterers to abandon the

420 Vessel to insurers and claim a constructive total loss.

421    (f) For the purpose of insurance coverage against hull

422    and machinery and war risks under the provisions of

423   sub-clause 13(a), the value of the Vessel is the sum

424    indicated in Box 29.See Clause 40.

425    14. Insurance, Repairs and Classification

426   (Optional, only to apply if expressly agreed and stated

427    in Box 29, in which event Clause 13 shall be considered

428    deleted).

429    (a) During the Charter Period the Vessel shall be kept

430    insured by the Owners at their expense against hull and

431    machinery and war risks under the form of policy or 

432    policies attached hereto. The Owners and/or insurers

433   shall not have any right of recovery or subrogation

434    against the Charterers on account of loss of or any

435   damage to the Vessel or her machinery or appurt-

436    enances covered by such insurance, or on account of

437    payments made to discharge claims against or liabilities

438    of the Vessel or the Owners covered by such insurance.

439    Insurance policies shall cover the Owners and the

440    Charterers according to their respective interests.

441    (b) During the Charter Period the Vessel shall be kept

442   insured by the Charterers at their expense against
443    Protection and Indemnity risks (and any risks against

444    which it is compulsory to insure for the operation of the

445    Vessel, including maintaining financial security in

446    accordance with sub-clause 10(a)(iii)) in such form as

447    the Owners shall in writing approve which approval shall

448    not be unreasonably withheld.

449    (c) In the event that any act or negligence of the

450    Charterers shall vitiate any of the insurance herein

451    provided, the Charterers shall pay to the Owners all

452    losses and indemnify the Owners against all claims and

453    demands which would otherwise have been covered by

454    such insurance.

455    (d) The Charterers shall, subject to the approval of the

456    Owners or Owners’ Underwriters, effect all insured

457    repairs, and the Charterers shall undertake settlement

458    of all miscellaneous expenses in connection with such

459    repairs as well as all insured charges, expenses and

460    liabilities, to the extent of coverage under the insurances
461    provided for under the provisions of sub-clause 14(a).

462    The Charterers to be secured reimbursement through

463    the Owners’ Underwriters for such expenditures upon

464    presentation of accounts.

465    (e) The Charterers to remain responsible for and to

466   effect repairs and settlement of costs and expenses

467    incurred thereby in respect of all other repairs not 

468    covered by the insurances and/or not exceeding any

469    possible franchise(s) or deductibles provided for in the

470    insurances.

471    (f) All time used for repairs under the provisions of

472    sub-clauses 14(d) and 14(e) and for repairs of latent
473    defects according to Clause 3 above, including any

474    deviation, shall be for the Charterers’ account and shall
475    form part of the Charter Period.

476    The Owners shall not be responsible for any expenses

477   as are incident to the use and operation of the Vessel

478    for such time as may be required to make such repairs.

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PART II

BARECON 2001 Standard Bareboat Charter

479   (g) If the conditions of the above insurances permit

480   additional insurance to be placed by the parties such

481   cover shall be limited to the amount for each party set

482   out in Box 30 and Box 31, respectively. The Owners or
483   the Charterers as the case may be shall immediately

484   furnish the other party with particulars of any additional

485   insurance effected, including copies of any cover notes

486   or policies and the written consent of the insurers of

487   any such required insurance in any case where the

488   consent of such insurers is necessary.

489  (h) Should the Vessel become an actual, constructive,

490   compromised or agreed total loss under the insurances

491   required under sub-clause 14(a), all insurance payments

492  for such loss shall be paid to the Owners, who shall

493   distribute the moneys between themselves and the

494   Charterers according to their respective interests.

495   (i) If the Vessel becomes an actual, constructive,

496   compromised or agreed total loss under the insurances

497   arranged by the Owners in accordance with sub-clause

498   14(a), this Charter shall terminate as of the date of such

499   loss.

500   (j) The Charterers shall upon the request of the

501   Owners, promptly execute such documents as may be

502   required to enable the Owners to abandon the Vessel

503   to the insurers and claim a constructive total loss.

504   (k) For the purpose of insurance coverage against hull

505   and machinery and war risks under the provisions of

506   sub-clause 14(a), the value of the Vessel is the sum

507   indicated in Box 29.

508   (l) Notwithstanding anything contained in sub-clause

509   10(a), it is agreed that under the provisions of Clause

510   14, if applicable, the Owners shall keep the Vessel’s

511   Class fully up to date with the Classification Society

512   indicated in Box 10 and maintain all other necessary

513   certificates in force at all times.

514   15. RedeliverySee Clause 42(b)

515   At the expiration of the Charter Period the Vessel shall

516   be redelivered by the Charterers to the Owners at a

517   safe and ice-free port or place as indicated in Box 16, in

518   such ready safe berth as the Owners may direct. The

519   Charterers shall give the Owners not less than thirty

520   (30) running days’ preliminary notice of expected date,

521   range of ports of redelivery or port or place of redelivery
522   and not less than fourteen (14) running days’ definite

523   notice of expected date and port or place of redelivery.

524   Any changes thereafter in the Vessel’s position shall be

525   notified immediately to the Owners.

526   The Charterers warrant that  they  will  not  permit  the

527   Vessel to commence a voyage (including any preceding

528   ballast voyage) which cannot reasonably be expected

529   to be completed in time to allow redelivery of the Vessel

530   within the Charter Period.  Notwithstanding the above,

531   should the Charterers fail to redeliver the Vessel within

532   The Charter Period, the Charterers shall pay the daily 

533   equivalent to the rate of hire stated in Box 22 plus 10 

534   per cent. or to the market rate, whichever is the higher,

535     for the number of days by which the Charter Period is

536   exceeded. All other terms, conditions and provisions of

537   this Charter shall continue to apply.

538   Subject to the provisions of Clause 10, the Vessel shall

539   be redelivered to the Owners in the same or as good

540   structure, state, condition and class as that in which she

541    was delivered, fair wear and tear not affecting class 542 excepted.

543    The Vessel upon redelivery shall have her survey cycles

544    up to date and trading and class certificates valid for at

545    least the number of months agreed in Box 17.

546 16. Non-LienAlso see Clause 47

547 The Charterers will not suffer, nor permit to be continued,

548 any lien or encumbrance incurred by them or their

549 agents, which might have priority over the title and

550 interest of the Owners in the Vessel. The Charterers

551   further agree to fasten to the Vessel in a conspicuous

552    place and to keep so fastened during the Charter Period

553    a notice reading as follows:

554    “This Vessel is the property of (name of Owners). It is

555    under charter to (name of Charterers) and by the terms
556    of the Charter Party neither the Charterers nor the

557    Master have any right, power or authority to create, incur

558    or permit to be imposed on the Vessel any lien

559 whatsoever.”

560 17. Indemnity

561 (a) The Charterers shall indemnify the Owners against

562 any loss, damage or expense incurred by the Owners

563 arising out of or in relation to the operation of the Vessel

564 by the Charterers, and against any lien of whatsoever

565 nature arising out of an event occurring during the

566 Charter Period. If the Vessel be arrested or otherwise

567 detained by reason of claims or liens arising out of her

568 operation hereunder by the Charterers, the Charterers

569 shall at their own expense take all reasonable steps to

570 secure that within a reasonable time the Vessel is

571 released, including the provision of bail.

572 Without prejudice to the generality of the foregoing, the

573 Charterers agree to indemnify the Owners against all

574 consequences or liabilities arising from the Master,

575 officers or agents signing Bills of Lading or other

576 documents.

577 (b) If the Vessel be arrested or otherwise detained by

578 reason of a claim or claims against the Owners, the

579 Owners shall at their own expense take all necessarry
reasonable

580 steps to promptly and as soon as possible secure that within a reasonable time the Vessel

581 is released, including the provision of bail.

582 In such circumstances the Owners shall indemnify the

583 Charterers against any loss, damage or expense

584 incurred by the Charterers (including hire paid under

585 this Charter) as a direct consequence of such arrest or

586 detention.

587 18. Lien

588 The Owners to have a lien upon all cargoes, sub-hires

589 and sub-freights belonging or due to the Charterers or

590 any sub-charterers and any Bill of Lading freight for all

591 claims under this Charter, and the Charterers to have a

592 lien on the Vessel for all moneys paid in advance and

593 not earned.

594 19. Salvage

595 All salvage and towage performed by the Vessel shall

596 be for the Charterers’ benefit and the cost of repairing

597 damage occasioned thereby shall be borne by the

598 Charterers.

599 20. Wreck Removal

600 In the event of the Vessel becoming a wreck or

601 obstruction to navigation the Charterers shall indemnify

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PART II

BARECON 2001 Standard Bareboat Charter

602 the Owners against any sums whatsoever which the 603 Owners shall become liable to pay and shall pay in 604    consequence of the Vessel becoming a wreck or 605 obstruction to navigation.

606 21. General Average

607 The Owners shall not contribute to General Average.

608 22. Assignment, Sub-Charter and Sale

609 (a) The Charterers shall not assign this Charter nor

610 sub-charter the Vessel on a bareboat basis except with

611 the prior consent in writing of the Owners, which shall

612 not be unreasonably withheld or delayed, and subject to such terms

613 and conditions as the Owners shall reasonably approve.

614 (b) The Owners shall not sell the Vessel during the 615 currency of this Charter except with the prior written

616 consent of the Charterers, which shall not be unreason-

617  ably withheld, and subject to the buyer accepting an

618 assignment of this Charter.
Subject to the terms and conditions set out in Clause 44 and provided that the Charterers receive a Letter of Quiet Enjoyment in the format attached hereto as Annex 5, the Owners shall have the right to assign the Bareboat Charter Party, Charter hire and the Vessel's insurance to their financiers for security purposes. All cost and time, if any, to be for Owners' account.

619 23. Contracts of Carriage

620 *) (a) The Charterers are to procure that all documents

621 issued during the Charter Period evidencing the terms

622 and conditions agreed in respect of carriage of goods

623 shall contain a paramount clause incorporating any

624 legislation relating to carrier’s liability for cargo

625 compulsorily applicable in the trade; if no such legislation

626 exists, the documents shall incorporate the Hague-Visby

627 Rules. The documents shall also contain the New Jason

628 Clause and the Both-to-Blame Collision Clause.

629   *) (b) The Charterers are to procure that all passenger

630   tickets issued during the Charter Period for the carriage

631   of passengers and their luggage under this Charter shall

632   contain a paramount clause incorporating any legislation

633   relating to carrier’s liability for passengers and their

634   luggage compulsorily applicable in the trade; if no such

635   legislation exists, the passenger tickets shall incorporate

636   the Athens Convention Relating to the Carriage of

637   Passengers and their Luggage by Sea, 1974, and any

638   protocol thereto.

639   *) Delete as applicable.

640   24. Bank Guarantee

641   (Optional, only to apply if Box 27 filled in)

642   The Charterers undertake to furnish, before delivery of

643   the Vessel, a first class bank guarantee or bond in the

644   sum and at the place as indicated in Box 27 as guarantee

645   for full performance of their obligations under this

646   Charter.

647 25. Requisition/AcquisitionAlso see Clause 40

648 (a) In the event of the Requisition for Hire of the Vessel

649 by any governmental or other competent authority

650 (hereinafter referred to as “Requisition for Hire”)

651 irrespective of the date during the Charter Period when

652 “Requisition for Hire” may occur and irrespective of the

653 length thereof and whether or not it be for an indefinite

654 or a limited period of time, and irrespective of whether it

655 may or will remain in force for the remainder of the

656 Charter Period, this Charter shall not be deemed thereby

657 or thereupon to be frustrated or otherwise terminated

658 and the Charterers shall continue to pay the stipulated

659 hire in the manner provided by this Charter until the time

660 when the Charter would have terminated pursuant to

661 any of the provisions hereof always provided however

662 that if all hire has been paid by the Charterers hereunder, then in the event of “Requisition for Hire” any Requisition

663 Hire or compensation is received or receivable by the

664 Owners, then the same shall be payable to the Charterers during the

665 remainder of the Charter Period or the period of the

666 “Requisition for Hire” whichever be the shorter.

667 (b) In the event of the Owners being deprived of their

668 ownership in the Vessel by any Compulsory Acquisition

669 of the Vessel or requisition for title by any governmental

670 or other competent authority (hereinafter referred to as

671 “Compulsory Acquisition”), then, irrespective of the date

672 during the Charter Period when “Compulsory Acqui-

673 sition” may occur, this Charter shall be deemed 674 terminated as of the date of such “Compulsory

675 Acquisition”. In such event Charter Hire to be considered

676 as earned and to be paid up to the date and time of

677 such “Compulsory Acquisition”.

678 26. WarAlso see Clause 53

679 (a) For the purpose of this Clause, the words “War

680 Risks” shall include any war (whether actual or

681 threatened), act of war, civil war, hostilities, revolution,

682 rebellion, civil commotion, warlike operations, the laying

683 of mines (whether actual or reported), acts of piracy,

684 acts of terrorists, acts of hostility or malicious damage,

685 blockades (whether imposed against all vessels or

686 imposed selectively against vessels of certain flags or

687 ownership, or against certain cargoes or crews or

688 otherwise howsoever), by any person, body, terrorist or

689 political group, or the Government of any state

690 whatsoever, which may be dangerous or are likely to be

691 or to become dangerous to the Vessel, her cargo, crew

692 or other persons on board the Vessel.

693    (b) The Vessel, unless the written consent of the 

694    Owners be first obtained, shall not continue to or go

695   through any port, place, area or zone (whether of land

696    or sea), or any waterway or canal, where it reasonably

697    appears that the Vessel, her cargo, crew or other

698    persons on board the Vessel, in the reasonable

699    judgement of the Owners, may be, or are likely to be,

700    exposed to War Risks. Should the Vessel be within any

701    such place as aforesaid, which only becomes danger-

702    ous, or is likely to be or to become dangerous, after her

703    entry into it, the Owners shall have the right to require

704    the Vessel to leave such area.

705 (c) The Vessel shall not load contraband cargo, or to

706 pass through any blockade, whether such blockade be

707 imposed on all vessels, or is imposed selectively in any

708 way whatsoever against vessels of certain flags or

709 ownership, or against certain cargoes or crews or

710 otherwise howsoever, or to proceed to an area where

711 she shall be subject, or is likely to be subject to

712 a belligerent’s right of search and/or confiscation.

713   (d) If the insurers of the war risks insurance, when

714   Clause 14 is applicable, should require payment of

715    premiums and/or calls because, pursuant to the

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First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART II

BARECON 2001 Standard Bareboat Charter

716   Charterers’ orders, the Vessel is within, or is due to enter

717   and remain within, any area or areas which are specified

718   by such insurers as being subject to additional premiums

719   because of War Risks, then such premiums and/or calls

720   shall be reimbursed by the Charterers to the Owners at

721   the same time as the next payment of hire is due.

722 (e) The Charterers shall have the liberty:

723 (i) to comply with all orders, directions, recommend-

724 ations or advice as to departure, arrival, routes,

725 sailing in convoy, ports of call, stoppages,

726 destinations, discharge of cargo, delivery, or in any

727 other way whatsoever, which are given by the

728 Government of the Nation under whose flag the

729 Vessel sails, or any other Government, body or

730 group whatsoever acting with the power to compel

731 compliance with their orders or directions;

732 (ii) to comply with the orders, directions or recom-

733 mendations of any war risks underwriters who have

734 the authority to give the same under the terms of

735 the war risks insurance;

736 (iii) to comply with the terms of any resolution of the

737 Security Council of the United Nations, any

738 directives of the European Community, the effective

739 orders of any other Supranational body which has

740 the right to issue and give the same, and with

741 national laws aimed at enforcing the same to which

742 the Owners are subject, and to obey the orders

743 and directions of those who are charged with their

744 enforcement.

745   (f) In the event of outbreak of war (whether there be a

746   declaration of war or not) (i) between any two or more

747   of the following countries: the United States of America;

748   Russia; the United Kingdom; France; and the People’s

749   Republic of China, (ii) between any two or more of the

750   countries stated in Box 36, both the Owners and the 

751   Charterers shall have the right to cancel this Charter,

752   whereupon the Charterers shall redeliver the Vessel to

753   the Owners in accordance with Clause 15, if the Vessel

754   has cargo on board after discharge thereof at

755   destination, or if debarred  under this Clause from 

756   reaching or entering it at a near, open and safe port as

757   directed by the Owners, or if the Vessel has no cargo

758   on board, at the port at which the Vessel then is or if at

759   sea at a near, open and safe port as directed by the 

760   Owners. In all cases hire shall continue to be paid in

761   accordance with Clause 11 and except as aforesaid all

762 other provisions of this Charter shall apply until

763 redelivery.

764 27. Commission

765   The Owners to pay a commission at the rate indicated

766  in Box 33 to the Brokers named in Box 33 on any hire

767   paid under the Charter. If no rate is indicated in Box 33,

768   the commission to be paid by the Owners shall cover

769   the actual expenses of the Brokers and a reasonable

770   fee for their work.

771   If the full hire is not paid owing to breach of the Charter

772   by either of the parties the party liable therefor shall

773   indemnify the Brokers against their loss of commission.

774   Should the parties agree to cancel the Charter, the

775   Owners shall indemnify the Brokers against any loss of

776   commission but in such case the commission shall not

777   exceed the brokerage on one year’s hire.

778 28. Termination

779 (a) Charterers’ Default See Clauses 41 and 42

780    The Owners shall be entitled to withdraw the Vessel from

781    the service of the Charterers and terminate the Charter

782    with immediate effect by written notice to the Charterers if:

783    (i) the Charterers fail to pay hire in accordance with

784    Clause 11.    However, where there is a failure to

785    make punctual payment of hire due to oversight,
786   negligence, errors or omissions on the part of the

 787  Charterers or their bankers, the Owners shall give

788    the Charterers written notice of the number of clear

789    banking days stated in Box 34 (as recognised at

790    the agreed place of payment) in which to rectify

791    the failure, and  when  so  rectified  within  such

792    number of days following the Owners’ notice, the

793    payment shall stand as regular and punctual.

794    Failure by the Charterers to pay hire within the 

795    number of days stated in Box 34 of their receiving

796    the Owners’ notice as provided herein, shall entitle

797    the Owners to withdraw the Vessel from the service

798    of the Charterers and terminate the Charter without

799    further notice;

800    (ii) the Charterers fail to comply with the requirements of:

801    (1) Clause 6 (Trading Restrictions)

802    (2) Clause 13(a) (Insurance and Repairs)

803    provided that the Owners shall have the option, by

804    written notice to the Charterers, to give the

805    Charterers a specified number of days grace within

806    which to rectify the failure without prejudice to the

807    Owners’ right to withdraw and terminate under this

808    Clause if the Charterers fail to comply with such 
809    notice;

810   (iii) the Charterers fail to rectify any failure to comply

811    with the requirements of sub-clause 10(a)(i)

812    (Maintenance and Repairs) as soon as practically

813    possible after the Owners have requested them in

814    writing so to do and in any event so that the Vessel’s

815    insurance cover is not prejudiced.

816 (b) Owners’ Default See also Clause 41(b)

817 If the Owners shall by any act or omission be in breach

818 of their obligations under this Charter to the extent that

819 the Charterers are deprived of the use of the Vessel

820 and such breach continues for a period of fourteen (14)

821 running days after written notice thereof has been given

822 by the Charterers to the Owners, the Charterers shall

823 be entitled to terminate this Charter with immediate effect

824 by written notice to the Owners.

825 (c) Loss of Vessel See Clause 40 (d)/(e)

826    This Charter shall be deemed to be terminated if the

827    Vessel becomes a total loss or is declared as a

828    constructive or compromised or arranged total loss. For

829    the purpose of this sub-clause, the Vessel shall not be 

830    deemed to be lost unless she has either become an

831    actual total loss or agreement has been reached with

832    her underwriters in respect of her constructive,

833    compromised or arranged total loss or if such agreement

834    with her underwriters is not reached it is adjudged by a

835    competent tribunal that a constructive loss of the Vessel 836 has occurred.

837 (d) Either party shall be entitled to terminate this

838 Charter with immediate effect by written notice to the

839 other party   in the event of an order being made or

840 resolution passed for the winding up, dissolution,

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PART II

BARECON 2001 Standard Bareboat Charter

841 liquidation or bankruptcy of the other party (otherwise

842 than for the purpose of reconstruction or amalgamation)

843 or if a receiver is appointed, or if it suspends payment,

844 ceases to carry on business or makes any special

845 arrangement or composition with its creditors. See Clause 41

846 (e) The termination of this Charter shall be without

847 prejudice to all rights accrued due between the parties

848 prior to the date of termination and to any claim that

849 either party might have.

850 29. Repossession

851 In the event of the termination of this Charter in

852 accordance with the applicable provisions of Clauses 28, 41 and 42,

853 the Owners shall have the right to repossess the Vessel

854 from the Charterers at her current or next port of call, or

855 at a port or place convenient to them without hindrance

856 or interference by the Charterers, courts or local

857 authorities. Pending physical repossession of the Vessel

858 in accordance with this Clause 29, the Charterers shall

859 hold the Vessel as gratuitous bailee only to the Owners.

860 The Owners shall arrange for an authorised represent-

861 ative to board the Vessel as soon as reasonably

862 practicable following the termination of the Charter. The

863 Vessel shall be deemed to be repossessed by the

864 Owners from the Charterers upon the boarding of the

865 Vessel by the Owners’ representative. All arrangements

866 and expenses relating to the settling of wages,

867 disembarkation and repatriation of the Charterers’

868 Master, officers and crew shall be the sole responsibility

869 of the Charterers.

870 30. Dispute Resolution

871 *)  (a) This Contract shall be governed by and construed

872 in accordance with English law and any dispute arising

873 out of or in connection with this Contract shall be referred

874 to arbitration in London in accordance with the Arbitration

875 Act 1996 or any statutory modification or re-enactment

876 thereof save to the extent necessary to give effect to

877 the provisions of this Clause.

878 The arbitration shall be conducted in accordance with

879 the London Maritime Arbitrators Association (LMAA)

880 Terms current at the time when the arbitration proceed-

881 ings are commenced.

882 The reference shall be to three arbitrators.    A party

883 wishing to refer a dispute to arbitration shall appoint its

884 arbitrator and send notice of such appointment in writing

885 to the other party requiring the other party to appoint its

886 own arbitrator within 14 calendar days of that notice and

887 stating that it will appoint its arbitrator as sole arbitrator

888 unless the other party appoints its own arbitrator and

889 gives notice that it has done so within the 14 days

890 specified. If the other party does not appoint its own

891 arbitrator and give notice that it has done so within the

892 14 days specified, the party referring a dispute to

893 arbitration may, without the requirement of any further

894 prior notice to the other party, appoint its arbitrator as

895 sole arbitrator and shall advise the other party

896 accordingly.   The award of a sole arbitrator shall be

897 binding on both parties as if he had been appointed by

898 agreement.

899 Nothing herein shall prevent the parties agreeing in

900 writing to vary these provisions to provide for the

901 appointment of a sole arbitrator.

902 In cases where neither the claim nor any counterclaim

903 exceeds the sum of US$5100,000 (or such other sum as

904 the parties may agree) the arbitration shall be conducted

905 in accordance with the LMAA Small Claims Procedure

906 current at the time when the arbitration proceedings are

907 commenced.

908*) (b) This Contract shall be governed by and construed

909    in accordance with Title 9 of the United States Code

910    and the Maritime Law of the United States and any

911    dispute arising out of or in connection with this Contract

912    shall be referred to three persons at New York, one to  

913    be appointed by each of the parties hereto, and the third

914    by the two so chosen; their decision or that of any two 

915   of them shall be final, and for the purposes of enforcing

916    any award,   judgement may be entered on an award by

917    any court of competent jurisdiction.    The proceedings

918    shall be conducted in accordance with the rules of the  

919    Society of Maritime Arbitrators, Inc.

920    In cases where neither the claim nor any counterclaim

921    exceeds the sum of US$50,000 (or such other sum as 

922    the parties may agree) the arbitration shall be conducted

923    in accordance with the Shortened Arbitration Procedure

924   of the Society of Maritime Arbitrators, Inc.   current at

925    the time when the arbitration proceedings are commenced.

926    *) (c) This Contract shall be governed by and construed

927    in accordance with the laws of the place mutually agreed

928    by the parties and any dispute arising out of or in

929    connection with this Contract shall be referred to

930    arbitration at a mutually agreed place, subject to the

931    procedures applicable there.

932 (d) Notwithstanding (a), (b) or (c) above, the parties

933 may agree at any time to refer to mediation any

934 difference and/or dispute arising out of or in connection

935 with this Contract.

936 In the case of a dispute in respect of which arbitration

937 has been commenced under (a), (b) or (c) above, the

938 following shall apply:-

939 (i) Either party may at any time and from time to time

940 elect to refer the dispute or part of the dispute to

941 mediation by service on the other party of a written

942 notice (the “Mediation Notice”) calling on the other

943 party to agree to mediation.

944 (ii) The other party shall thereupon within 14 calendar

945 days of receipt of the Mediation Notice confirm that

946 they agree to mediation, in which case the parties

947 shall thereafter agree a mediator within a further

948 14 calendar days, failing which on the application

949 of either party a mediator will be appointed promptly

950 by the Arbitration Tribunal (“the Tribunal”) or such

951 person as the Tribunal may designate for that

952 purpose. The mediation shall be conducted in such

953 place and in accordance with such procedure and

954 on such terms as the parties may agree or, in the

955 event of disagreement, as may be set by the

956 mediator.

957 (iii) If the other party does not agree to mediate, that

958 fact may be brought to the attention of the Tribunal

959 and may be taken into account by the Tribunal when

960 allocating the costs of the arbitration as between 961 the parties.

962 (iv) The mediation shall not affect the right of either

963 party to seek such relief or take such steps as it

964 considers necessary to protect its interest.

965 (v) Either party may advise the Tribunal that they have

966 agreed to mediation. The arbitration procedure shall

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART II

BARECON 2001 Standard Bareboat Charter

967 continue during the conduct of the mediation but

968 the Tribunal may take the mediation timetable into

969 account when setting the timetable for steps in the

970 arbitration.

971 (vi) Unless otherwise agreed or specified in the

972 mediation terms, each party shall bear its own costs

973 incurred in the mediation and the parties shall share

974 equally the mediator’s costs and expenses.

975 (vii) The mediation process shall be without prejudice

976 and confidential and no information or documents

977 disclosed during it shall be revealed to the Tribunal

978 except to the extent that they are disclosable under

979 the law and procedure governing the arbitration.

980 (Note: The parties should be aware that the mediation

981 process may not necessarily interrupt time limits.)

982 (e) If Box 35 in Part I is not appropriately filled in, sub- clause

983 30(a) of this Clause shall apply. Sub-clause 30(d) shall

984 apply in all cases.

985 *) Sub-clauses 30(a), 30(b) and 30(c) are alternatives;

986 indicate alternative agreed in Box 35.

987 31. NoticesSee Clause 52

988 (a) Any notice to be given by either party to the other

989 party shall be in writing and may be sent by fax, telex,

990 registered or recorded mail or by personal service.

991 (b) The address of the Parties for service of such

992 communication shall be as stated in Clause 52.Boxes 3 and 4

993   respectively.

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART III

PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY

(Optional, only to apply if expressly agreed and stated in Box 37)

1       Specifications and Building Contract

2       (a) The Vessel shall be constructed in accordance with

3       the Building Contract (hereafter called “the Building

4       Contract”) as annexed to this Charter, made between the

5       Builders and the Owners and in accordance with the

6      specifications and plans annexed thereto, such Building

7      Contract, specifications and plans having been counter-

8       signed as approved by the Charterers.

9       (b) No change shall be made in the Building Contract or

10     in the specifications or plans of the Vessel as approved by

11     the Charterers as aforesaid, without the Charterers’

12     consent.

13     (c) The Charterers shall have the right to send their

14     representative to the Builders’ Yard to inspect the Vessel

15     during the course of her construction to satisfy themselves

16     that construction is in accordance with such approved

17     specifications and plans as referred to under sub-clause

18     (a) of this Clause.

19     (d) The Vessel shall be built in accordance with the

20     Building Contract and shall be of the description set out

21     therein. Subject to the provisions of sub-clause 2(c)(ii)

22     hereunder, the Charterers shall be bound to accept the

23     Vessel from the Owners, completed and constructed in

24     accordance with the Building Contract, on the date of

25     delivery by the Builders. The Charterers undertake that

26     having accepted the Vessel they will not thereafter raise

27     any claims against the Owners in respect of the Vessel’s

28     performance or specification or defects, if any.

29     Nevertheless, in respect of any repairs, replacements or

30     defects which appear within the first 12 months from

31     delivery by the Builders, the Owners shall endeavour to

32     compel the Builders to repair, replace or remedy any defects

33     or to recover from the Builders any expenditure incurred in

34     carrying out such repairs, replacements or remedies.

35     However, the Owners’ liability to the Charterers shall be

36     limited to the extent the Owners have a valid claim against

37     the Builders under the guarantee clause of the Building

38     Contract (a copy whereof has been supplied to the

39     Charterers). The Charterers shall be bound to accept such

40     sums as the Owners are reasonably able to recover under

41     this Clause and shall make no further claim on the Owners

42     for the difference between the amount(s) so recovered and

43     the actual expenditure on repairs, replacement or

44     remedying defects or for any loss of time incurred.

45     Any liquidated damages for physical defects or deficiencies

46     shall accrue to the account of the party stated in Box 41(a)

47     or if not filled in shall be shared equally between the parties.

48     The costs of pursuing a claim or claims against the Builders

49     under this Clause (including any liability to the Builders)

50     shall be borne by the party stated in Box 41 (b) or if not

51     filled in shall be shared equally between the parties.

52     2. Time and Place of Delivery

53     (a) Subject to the Vessel having completed her

54     acceptance trials including trials of cargo equipment in

55     accordance with the Building Contract and specifications

56     to the satisfaction of the Charterers, the Owners shall give

57     and the Charterers shall take delivery of the Vessel afloat

58     when ready for delivery and properly documented at the
59     Builders’ Yard or some other safe and readily accessible

60     dock, wharf or place as may be agreed between the parties

61     hereto and the Builders. Under the Building Contract the

62     Builders have estimated that the Vessel will be ready for

63     delivery to the Owners as therein provided but the delivery

64     date for the purpose of this Charter shall be the date when

65      the Vessel is in fact ready for delivery by the Builders after

66      completion of trials whether that be before or after as

67      indicated in the Building Contract. The Charterers shall not

68      be entitled to refuse acceptance of delivery of the Vessel

69      and upon and after such acceptance, subject to Clause

70      1(d), the Charterers shall not be entitled to make any claim

71      against the Owners in respect of any conditions,

72      representations or warranties, whether express or implied,

73      as to the seaworthiness of the Vessel or in respect of delay

74      in delivery.

75      (b) If for any reason other than a default by the Owners

76      under the Building Contract, the Builders become entitled

77      under that Contract not to deliver the Vessel to the Owners,

78      the Owners shall upon giving to the Charterers written

79      notice of Builders becoming so entitled, be excused from

80     giving delivery of the Vessel to the Charterers and upon

81      receipt of such notice by the Charterers this Charter shall

82      cease to have effect.

83      (c) If for any reason the Owners become entitled under

84      the Building Contract to reject the Vessel the Owners shall,

85      before exercising such right of rejection, consult the

86      Charterers and thereupon

87      (i) if the Charterers do not wish to take delivery of the Vessel

88      they shall inform the Owners within seven (7) running days

89      by notice in writing and upon receipt by the Owners of such

90      notice this Charter shall cease to have effect; or

91      (ii) if the Charterers wish to take delivery of the Vessel

92      they may by notice in writing within seven (7) running days

93      require the Owners to negotiate with the Builders as to the

94      terms on which delivery should be taken and/or refrain from

95      exercising their right to rejection and upon receipt of such

96      notice the Owners shall commence such negotiations and/

97      or take delivery of the Vessel from the Builders and deliver

98      her to the Charterers;

99      (iii) in no circumstances shall the Charterers be entitled to

100     reject the Vessel unless the Owners are able to reject the

101    Vessel from the Builders;

102    (iv) if this Charter terminates under sub-clause (b) or (c) of

103    this Clause, the Owners shall thereafter not be liable to the

104    Charterers for any claim under or arising out of this Charter 105 or its termination.

106    (d) Any liquidated damages for delay in delivery under the

107    Building Contract and any costs incurred in pursuing a claim

108    therefor shall accrue to the account of the party stated in

109    Box 41(c) or if not filled in shall be shared equally between

110    the parties.

111    3. Guarantee Works

112    If not otherwise agreed, the Owners authorise the

113    Charterers to arrange for the guarantee works to be

114    performed in accordance with the building contract terms,

115    and hire to continue during the period of guarantee works.

116    The Charterers have to advise the Owners about the

117    performance to the extent the Owners may request.

118    4. Name of Vessel

119    The name of the Vessel shall be mutually agreed between

120    the Owners and the Charterers and the Vessel shall be

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART III

PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY

(Optional, only to apply if expressly agreed and stated in Box 37)

121   painted in the colours, display the funnel insignia and fly

122   the house flag as required by the Charterers.

123   5. Survey on Redelivery

124   The Owners and the Charterers shall appoint surveyors

125   for the purpose of determining and agreeing in writing the

126   condition of the Vessel at the time of re-delivery.

127   Without prejudice to Clause 15 (Part II), the Charterers

128    shall bear all survey expenses and all other costs, if any,

129    including the cost of docking and undocking, if required,

130    as well as all repair costs incurred. The Charterers shall

131    also bear all loss of time spent in connection with any

132    docking and undocking as well as repairs, which shall be

133    paid at the rate of hire per day or pro rata.

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART IV

HIRE/PURCHASE AGREEMENT

(Optional, only to apply if expressly agreed and stated in Box 42)

1       On expiration of this Charter and provided the Charterers

2       have fulfilled their obligations according to Part I and II

3       as well as Part III, if applicable, it is agreed, that on

4       payment of the final payment of hire as per Clause 11

5       the Charterers have purchased the Vessel with

6       everything belonging to her and the Vessel is fully paid

7       for.

8       In the following paragraphs the Owners are referred to

9       as the Sellers and the Charterers as the Buyers.

10     The Vessel shall be delivered by the Sellers and taken

11     over by the Buyers on expiration of the Charter.

12     The Sellers guarantee that the Vessel, at the time of  
13     delivery, is free from all encumbrances and maritime 

14     liens or any debts whatsoever other than those arising

15     from anything done or not done by the Buyers or any
16     existing mortgage agreed not to be paid off by the time

17     of delivery. Should any claims, which have been incurred
18     prior to the time of delivery be made against the Vessel,

19     the Sellers hereby undertake to indemnify the Buyers  

20     against all consequences of such claims to the extent it

21     can be proved that the Sellers are responsible for such

22    claims. Any taxes, notarial, consular and other charges

23     and expenses connected with the purchase and

24     registration under Buyers’ flag, shall be for Buyers’

25     account. Any taxes, consular and other charges and

26     expenses connected with closing of the Sellers’ register,

27      shall be for Sellers’ account.

28      In exchange for payment of the last month’s hire   

29      instalment the Sellers shall furnish the Buyers with a

30      Bill of Sale duly attested and legalized, together with a

31      certificate setting out the registered encumbrances, if

32      any. On delivery of the Vessel the Sellers shall provide

33      for deletion of the Vessel from the Ship’s Register and

34      deliver a certificate of deletion to the Buyers.

35      The Sellers shall, at the time of delivery, hand to the

36      Buyers all classification certificates (for hull, engines,

37     anchors, chains, etc.), as well as all plans which may

38      be in Sellers’ possession.

39      The Wireless Installation and Nautical Instruments,

40      unless on hire, shall be included in the sale without any

41      extra payment.

42      The Vessel with everything belonging to her shall be at

43      Sellers’ risk and expense until she is delivered to the 

44      Buyers, subject to the conditions of this Contract and

45      the Vessel with everything belonging to her shall be

46      delivered and taken over as she is at the time of delivery,

47      after which the Sellers  shall  have no responsibility for

48      possible faults or deficiencies of any description.

49      The Buyers undertake to pay for the repatriation of the

50      Master, officers and other personnel if appointed by the

51      Sellers to the port where the Vessel entered the Bareboat

52      Charter as per Clause 3 (Part II) or to pay the equivalent

53      cost for their journey to any other place.

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART V

PROVISIONS TO APPLY FOR VESSELS REGISTERED IN A BAREBOAT CHARTER REGISTRY

(Optional, only to apply if expressly agreed and stated in Box 43)

1 1.   Definitions

2 For the purpose of this PART V, the following terms shall

3 have the meanings hereby assigned to them:

4 “The Bareboat Charter Registry” shall mean the registry

5 of the State whose flag the Vessel will fly and in which

6 the Charterers are registered as the bareboat charterers

7 during the period of the Bareboat Charter.

8 “The Underlying Registry” shall mean the registry of the

9 state in which the Owners of the Vessel are registered

10 as Owners and to which jurisdiction and control of the

11 Vessel will revert upon termination of the Bareboat

12 Charter Registration.

13 2.   Mortgage

14 The Vessel chartered under this Charter is financed by

15 a mortgage and the provisions of Clause 4412(b) (Part II)

16 shall apply.

17 3.   Termination of Charter by Default

18      If the Vessel chartered under this Charter is registered

19      in a Bareboat Charter Registry as stated in Box 44, and

20      if the Owners shall default in the payment of any amounts

21      due under the mortgage(s) specified in Box 28, the

22      Charterers shall, if so required by the mortgagee, direct

23      the Owners to re-register the Vessel in the Underlying

24      Registry as shown in Box 45.

25 In the event of the Vessel being deleted from the

26 Bareboat Charter Registry as stated in Box 44, due to a

27 default by the Owners in the payment of any amounts

28 due under the mortgage(s), the Charterers shall have

29 the right to terminate this Charter forthwith and without

30 prejudice to any other claim they may have against the

31 Owners under this Charter.

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

Rider Clauses to Bareboat Charter

Dated 29 March 2023

For the Bulk Carrier

M/V “Knightship”

(the “Charter”)

32. MEMORANDUM OF AGREEMENT AND DELIVERY

(a) A Memorandum of Agreement dated 29 March 2023 (the “MOA”) has been concluded between the Owners (in the MOA, the Owners are referred to as the “Buyers”) and the Bareboat Charterers, i.e., Knight Ocean Navigation Co (in the MOA, the Bareboat Charterers are referred to as the “Sellers”) for the sale and purchase of the Vessel.

(b) The Owners shall deliver and the Bareboat Charterers shall take delivery of the Vessel under the Charter on an “as is, where is” basis, simultaneously with delivery of the Vessel from Sellers to the Buyers under the MOA, without any settlement for any remaining bunkers and unused lubricating oils including hydraulic oils and greases, unbroached provisions, paints, ropes and other consumable stores which are excluded from the sale and taken over by the Bareboat Charterers from the Sellers directly. The delivery date for the purpose of this Charter shall be the same date and time as for the delivery of the Vessel from the Sellers to the Buyers under the MOA. The date when the Bareboat Charterers take delivery of the Vessel hereunder is referred to as the “Delivery Date”. The Owners and the Bareboat Charterers will sign in 2 originals (one for the Owners and one for the Bareboat Charterers) on the Delivery Date a Protocol of Delivery and Acceptance (in the form of Annex 5), evidencing the date, time and place of delivery of the Vessel from the Owners to the Bareboat Charterers under this Charter. The Protocols of Delivery and Acceptance will be exchanged by pdf copy on the Delivery Date with the originals to follow as soon as possible by courier.

(c) Provided the Vessel has been delivered to the Owners in accordance with the terms of the MOA, the Bareboat Charterers shall not be entitled to refuse terms of acceptance of delivery of the Vessel under this Charter. Upon and after delivery of the Vessel, the Owners shall have no liability whatsoever for any fault or deficiency in their description of the Vessel or for any defects in the Vessel regardless of whether such defect were apparent or latent at the time of delivery and the Bareboat Charterers shall not be entitled to make any claim against the Owners in respect of any conditions, representations or warranties whether express or implied as to the condition of the Vessel, the seaworthiness of the Vessel or otherwise howsoever.

(d) If:

(i) a Termination Event or an Owners’ Default occurs prior to the delivery of the Vessel by the Sellers to Owners as buyers under the MOA; and/or

(ii) it becomes unlawful for the Owners (as buyers) to perform or comply with any or all of their obligations under the MOA or any of the obligations of the Owners under the MOA are not or cease to be legal, valid, binding and enforceable; and/or

(iii) the MOA expires, is cancelled, terminated, rescinded or suspended or otherwise ceases to remain in full force and effect for any reason,

1

then this Charter shall immediately terminate and be cancelled (provided that any provision hereof expressed to survive such termination or cancellation shall so do in accordance with its terms) without the need for either of the Owners or the Bareboat Charterers to take any action whatsoever. In case of a Termination Event or if the MOA expires, is cancelled, terminated, rescinded or suspended due to Sellers’ default under the MOA, the payment by Sellers of any indemnity and losses suffered by the Owners as per the provisions of Clause 14 of the MOA shall not be construed as a penalty but shall represent an agreed estimate of the loss and damage suffered by the Owners in entering into this Charter upon the terms and conditions contained herein and the MOA upon the terms and conditions contained therein, and shall therefore be paid as full and final compensation to the Owners. The same applies in case of an Owner’s Default or if the MOA expires, is cancelled, terminated, rescinded or suspended due to Owners’ default in their capacity as Buyers under the MOA.

33. ISM CODE

During the currency of this Charter the Bareboat Charterers shall procure at the cost and time of the Bareboat Charterers that the Vessel and the "Company" (as defined by the ISM code and so defined in this Charter) shall comply with the requirements of the ISM Code. Upon request the Bareboat Charterers shall provide a copy of the relevant document of compliance (DOC) and safety management certificate (SMC) to the Owners.

34. CHARTER PERIOD

(a) The Owners shall let to the Bareboat Charterers and the Bareboat Charterers shall take the Vessel on charter for the period and upon the terms and conditions contained herein.

(b) Subject always to the provisions hereto, the period of the chartering of the Vessel hereunder (hereinafter referred to as the "Charter Period”) shall be six (6) years (unless terminated at an earlier date in accordance with the terms hereof) commencing on the Delivery Date, provided always that the chartering of the Vessel hereunder may be terminated by the Owners or the Bareboat Charterers pursuant to the provisions hereof.

35. CHARTER HIRE

Subject to Clause 36, the Bareboat Charterers shall, throughout the Charter Period pay charter hire (hereinafter referred to as the "Charter Hire") to the Owners monthly in advance by telegraphic transfer for each successive month commencing with the Delivery Date and expiring on the redelivery of the Vessel.

The charter hire shall be comprised of the following components:

1. Interest Component: (Outstanding Lease Amount x (3M CME Term SOFR + 2.80%) x elapsed days / 360), whereby the "Outstanding Lease Amount" refers to the Purchase Price as amortized in accordance with Annex 1. The interest component shall under no circumstance be lower than zero percent (0%).

2

2. Amortization Component: Six (6) years to zero in fixed equal repayments as per Annex 1.

3. Cost Coverage Component: USD 160 per day.

The Charter Hire shall be paid continuously throughout the Charter Period. For the last month the approximate amount of the Charter Hire covering the remaining period of the Charter Period shall be paid and should the same turn out to be higher or lower than the actual time used, the balance shall be made up as soon as possible following the conclusion of the Charter.

With reference to the interest component, and in case that the 3M CME Term SOFR ceases to be available, the Owners shall reasonably designate the alternative interest rate after consultation and agreeing with the Bareboat Charterers, but such rate shall result in an interest component that (i) shall not exceed the cost to the Mortgagee of funding the outstanding loan balance on the Vessel from any reasonable source and (ii) will be in alignment with standard market practice. The Owners also undertake to replace the benchmark rate with no additional surcharge or adjustment spread.

(Definition of 3M CME Term SOFR)

“3M CME Term SOFR” means the Term SOFR Reference Rate for a tenor comparable to three (3) months period on the day that is fifteen U.S. Government Securities Business Days prior to the relevant due date of charter hire or other amount, as such rate is published by the Term SOFR Administrator; provided that if the relevant Term SOFR is less than zero percent (0%), such Terms SOFR shall be deemed to be zero percent (0%).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR;

“SOFR” means Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate);

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Owner in its reasonable discretion);

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities;

36. PAYMENTS

(a) Notwithstanding anything to the contrary contained in this Charter, all payments by the Bareboat Charterers hereunder (whether by way of hire or otherwise) shall be made in full free of bank charge and without any deduction, set-off or counter-claim as follows:-

(i) not later than 11:00 a.m. (New York time) one Banking Date prior to the date on which the relevant payment is due under the terms of this Charter; and

3

(ii) in United States Dollars to the bank account of the Owner with THE CHUGOKU BANK, LTD. KURE BRANCH (or such other bank or banks as may from time to time be notified by the Owners to the Bareboat Charterers by not less than fourteen (14) days' prior written notice) for the account of the Owners.

(b) lf any day for the making of any payment hereunder shall not be a Banking Day (being, for all purposes of this Charter, a day, other than a Saturday or a Sunday, on which banks are open for transaction of business of the nature required by this Charter in Japan, Greece and USA) the due date for payment of the same shall be the next following Banking Day unless, in the case of a payment of hire hereunder, the next following Banking Day falls in the following calendar month, in which case the due date for the relevant payment of hire shall be the immediately preceding Banking Day.

(c) In the event of failure by the Bareboat Charterers to pay within three (3) Banking Days after the due date for payment thereof, or in the case of a sum payable on demand, the date of demand therefore, any hire or other amount payable by them under this Charter, the Bareboat Charterers will pay to the Owners on demand interest on such hire or other amount from the date of such failure to the date of actual payment (both before and after any relevant judgment or winding up of the Bareboat Charterers) at a rate of the aggregate of 3M CME Term SOFR + 3.00%. Interest payable by the Bareboat Charterers as aforesaid shall be compounded at such intervals as the Owners shall determine and shall be payable on demand.

(d) Any interest payable under this Charter shall accrue from day to day and shall be calculated on the actual number of days elapsed and a three hundred and sixty (360) day year.

(e) In this Charter, unless the context otherwise requires, “month” means a period beginning in one calendar month (and, in the case of the first month, on the date of delivery hereunder) and ending in the succeeding calendar month on the day numerically corresponding to the day of the calendar month in which such period started provided that if there is no such numerically corresponding day, such period shall end on the last day in the relevant calendar month and “monthly” shall be construed accordingly.

37. FLAG AND CLASS

The Vessel shall upon the Delivery Date be registered in the name of the Owners under the Liberian flag.

The Owners shall have no right either to transfer the flag of the Vessel from the Liberian Ship Registry to any other registry or to require the Bareboat Charterers to transfer the Vessel’s Classification Society. The Bareboat Charterers shall, at any time after the Delivery Date and at the Bareboat Charterers’ expense, have the right to transfer the Vessel’s Classification Society to any classification society being a member of IACS.

4

Further, Bareboat Charterers can change the flag with the Owners’ consent (such consent not to be unreasonably withheld or delayed), provided however that any expenses and time (including but not limited to legal charges for finance documents for the Vessel and fees for discharging the current mortgage over the Vessel and fees for registration of the new mortgage with the new flag state registry) shall be for the Bareboat Charterers’ account.

The Bareboat Charterers are entitled to establish standard bareboat registration on the Vessel at the costs, expense and time of the Bareboat Charterers with the Owners’ consent (such consent not to be unreasonably withheld or delayed). The Bareboat Charterers warrant to the Owner that the bareboat registration on the Vessel (if registered) will not prejudice the registration of the ownership of the Vessel and the mortgage thereof with the underlying registry.

If, during the Charter Period, there are modifications to be made to the Vessel which are compulsory for the Vessel and her operation to comply with certain requirements imposed by any changes to any applicable rules and regulations, such modifications shall be effected by the Bareboat Charterers at their cost and time.

38. IMPROVEMENT, MODIFICATIONS AND ADDITIONS

The Bareboat Charterers shall maintain, equip and operate the Vessel so as to comply with the provisions of the Vessel’s flag state.

The Bareboat Charterers shall have the right to fit additional equipment and to make severable improvements, modifications and additions at their expense and risk. Such additional equipment, improvements, modifications and additions shall be removed from the Vessel at the Owners’ prior written request (acting reasonably), if possible, before the Vessel’s redelivery, without causing any material damage to the Vessel, provided however that the Bareboat Charterers may redeliver the Vessel without removing such additional equipment, improvements, modifications and additions if the Owners consent to Bareboat Charterers request for non-removal before the redelivery (such consent not to be unreasonably withheld or delayed).

The Bareboat Charterers shall also have the right to make structural or non-severable improvements, changes and additions to the Vessel at their own time, costs and expense and risk provided that such improvements and additions do not diminish the market value of the Vessel in any material respect and are not reasonably likely to diminish the market value of the Vessel in any material respect during or at the end of the Charter Period and do not in any way affect or prejudice the marketability of the Vessel in any material respect and are not reasonably likely to affect or prejudice the marketability of the Vessel in any material respect during or at the end of the Charter Period. In the case of any material structural change of the Vessel, the Bareboat Charterers shall give a prior notice to the Owner to obtain the Owners’ consent (such consent not to be unreasonably withheld or delayed).

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39. UNDERTAKINGS FOR INSPECTION AND QUIET ENJOYMENT

The Bareboat Charterers undertake and agree that throughout the Charter Period they will afford the Owners, after receiving from the Owners reasonable notice at reasonable times without interfering with the Vessel’s schedule, to inspect the Vessel at a time and place mutually agreed at Owners’ cost, risk and arrangement at maximum one time a year (if a Termination Event shall have occurred and be continuing, four times a year) for which the Bareboat Charterers will assist and subject to the provisions of Clause 8.

The Owners hereby undertake to the Bareboat Charterers throughout the term of this Charter that, as long as no Termination Event shall have occurred and be continuing, the Owners shall not disturb or interfere in any way whatsoever with the quiet and peaceful use, enjoyment, possession and employment of the Vessel by the Bareboat Charterers.

40. INSURANCE, TOTAL LOSS AND COMPULSORY ACQUISITION

(a) For the purpose of this Charter, the term “Total Loss” shall include actual or constructive or compromised or agreed or arranged total loss of the Vessel. “Compulsory Acquisition” shall have the meaning assigned thereto in Clause 25 (b) hereof.

(b) The Bareboat Charterers undertake with the Owners that throughout the Charter Period:-

(i) they will keep the Vessel insured on the basis of the Institute of London Underwriters "Institute Time Clause-Hull" and “Institute War and Strikes Clauses” as amended, or on such similar terms as the Bareboat Charterers shall choose with such insurers (including P&I Clubs and war risks Associations) as the Bareboat Charterers shall choose, provided that all insurances are issued with reputable insurers and the current terms and insurers as of the execution date of this Charter shall be deemed to be pre-approved, provided further that in case that any material insurance terms or the lead insurer is changed and the successor insurer is not reputable, the Charterers shall obtain the prior written consent of the Owner (which consent shall not be unreasonably withheld or delayed, (it being agreed and understood by the Bareboat Charterers that there shall be no element of self-insurance or insurance through captive insurance companies without the prior written consent of the Owners). The Bareboat Charterers agree that the Owners shall be named as co-assureds in the insurances;

(ii) they will be properly entered in and keep entry of the Vessel with a P&I Club that is a member of the International Group of Protection and Indemnity Association for the full tonnage of the Vessel and against all prudent P&I risks in accordance with the rules of such association or club including, in case of oil pollution liability risks equal to the highest level of cover from time to time available under the basic entry with such P&I Club;

(iii) that so long as the Vessel is mortgaged by the Mortgage (as defined in Clause 44) the policies in respect of the insurances against fire and usual marine risks and the policies or entries in respect of the insurances against war risks shall, in each case, include the loss payable clause as contained in the “Assignment of Insurance” to be entered between the Owners and the Bareboat Charterers as assignors and the Mortgagee as assignee;

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(iv) the Bareboat Charterers shall procure that the insurers and the war risk and protection and indemnity associations with which the Vessel is entered shall supply to the Owners such information in relation to the insurances effected, or to be effected, with them as the Owners may from time to time reasonably require.

(c) Notwithstanding anything to the contrary contained in Clauses 13 and any other provisions hereof, the Vessel shall be kept insured during the Charter Period in respect of marine and war risks on hull and machinery basis. The Bareboat Charterers shall have the option, to take out on a full hull and machinery basis increased value insurance for the Vessel.

(d) (i) lf the Vessel shall become a Total Loss or be subject to Compulsory Acquisition the chartering of the Vessel to the Bareboat Charterers hereunder shall cease and the Bareboat Charterers shall immediately pay to the Owners all hire, and any other amounts, which have fallen due for payment under this Charter and have not been paid as at and up to the date on which the Total Loss or Compulsory Acquisition occurred (the "Date of Loss") and shall thereafter be under no obligation to pay hire, provided that (aa) the Bareboat Charterers shall pay, or procure that the relevant insurers pay, the Total Loss Compensation (as defined below) to the Owners or the Mortgagee (as assignee thereof) within one hundred and eighty (180) days (or such longer period as may be agreed in writing) of the Date of Loss and (bb) all charter hire paid by the Bareboat Charterers covering the period after the Date of Loss shall be set off against the amount of the Total Loss Compensation (as defined below).

(ii) For the purpose of ascertaining the Date of Loss:

(A) an actual total loss of the Vessel shall be deemed to have occurred at the actual date the Vessel was lost but in the event of the date of the loss being unknown, then the actual total loss shall be deemed to have occurred on the date on which it is acknowledged by the insurers to have occurred:

(B) a constructive, compromised, agreed, or arranged total loss of the Vessel shall be deemed to have occurred at the date that notice of abandonment of the Vessel is given to the insurers (provided a claim for such constructive total loss is admitted by the Insurers), or, if the insurers do not admit such a claim, at the date and time at which a total loss is subsequently admitted by the insurers or adjudged by a competent court of law or arbitration tribunal to have occurred. Either the Owners or, with the prior written consent of the Owners (such consent not to be unreasonably withheld), the Bareboat Charterers shall be entitled to give notice claiming a constructive total loss but prior to the giving of such notice shall be supplied with all such information as such party may request; Each of the Owners and the Bareboat Charterers, upon the request of the other, shall promptly execute such documents as may be required to enable the other to abandon the Vessel and claim a constructive total loss and shall give all possible assistance in pursuing the said claim; and

(C) Compulsory Acquisition shall be deemed to have occurred at the time of occurrence of the relevant circumstances described in Clause 25 (b) hereof.

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(e) All moneys payable under the insurance effected by the Bareboat Charterers pursuant to Clauses 13 and 40, or other compensation, in respect of a Total Loss or pursuant to Compulsory Acquisition of the Vessel shall be received in full by the Owners (or the Mortgagee(s) as assignees thereof) and applied by the Owners (or, as the case may be, the Mortgagee(s)):-

FIRSTLY, in towards Owners costs incidental to the collection thereof,

SECONDLY, in or towards payment to the Owners (to the extent that the Owners have not already received the same in full) of a sum equal to the aggregate of (i)  Outstanding Lease Amount at the Date of Loss plus accrued Interest Component until the date of receipt of the Total Loss Compensation (ii) any other amounts due but unpaid to the Owners under this Charter and (iii) any break fee payable by the Owners under Owners' financing of the Vessel (collectively the “Total Loss Compensation”),

THIRDLY, in payment of any surplus to the Bareboat Charterers by way of compensation for early termination.

(f) The Owners and the Mortgagee shall execute the "Assignment of Insurance" of which contents and wording shall be mutually agreed between the Owners and the Bareboat Charterers.

(g) The Bareboat Charterers further covenants with the Owners that the Vessel will, if applicable, be equipped and accredited with any required trading documentation and/or authorizations necessary to legitimize the entry of the Vessel into the waters of any jurisdiction as might be necessary. Such trading documentation and authorizations shall if and when applicable include, inter alia, valid certification under the International Convention on Civil Liability for Oil Pollution Damage as amended, a valid U.S. Coast Guard Certificate of Financial Responsibility (water pollution), a valid certificate from any U.S. state that requires a state equivalent of a Certificate of Financial Responsibility, a vessel classification certificate and any other credentials/certificates as might be, or may come to be, required. Copies of such trading documentation and/or authorizations shall be made available to the Owners promptly following their written request to the Bareboat Charterers.

41. TERMINATION EVENTS

(a) Each of the following events shall be a “Termination Event” for purposes of this Charter-

(i) if any Charter Hire payment or any other sum payable by the Bareboat Charterers under this Charter (including any sum expressed to be payable by the Bareboat Charterers on demand) shall not be paid on the due date of payment and such failure to pay is not remedied in full within ten (10) Banking Days of receipt by the Bareboat Charterers of written notice from the Owners notifying the Bareboat Charterers of such failure and requesting that payment is made; or

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(ii) if either (A) the Bareboat Charterers shall fail at any time to effect or maintain any insurances required to be effected and maintained under this Charter, or any insurer shall avoid or cancel any such insurances (other than where the relevant avoidance or cancellation results from an event or circumstance outside the reasonable control of the Bareboat Charterers and the relevant insurance are reinstated or re-constituted in a manner meeting the requirements of this Charter) or the Bareboat Charterers shall commit any breach of or make any misrepresentation in respect of any such insurances the result of which is to entitle the relevant insurer to avoid the policy or otherwise to be excused or released from all or any of its liability thereunder to the Owners (unless, prior to the relevant insurer exercising any such right, the insurer expressly and irrevocably waives the breach or misrepresentation in question), or (B) any of the said insurances shall cease for any reason whatsoever to be in full force and effect (other than where the reason in question is outside the reasonable control of the Bareboat Charterers and the relevant insurances are reinstated or re-constituted in a manner meeting the requirements of this Charter); or

(iii) if the Bareboat Charterers shall at any time fail to observe or perform any of their material obligations under this Charter, other than those obligations referred to in sub-clause (i) or sub-clause (ii) of this Clause 41 (a), and  if capable of remedy, such failure to observe or perform any such obligation is not remedied within fourteen (14) Banking Days of receipt by the Bareboat Charterers of a written notice from the Owners requesting remedial action; or

(iv) if any material representation or warranty or statement by the Bareboat Charterers in connection with this Charter or in any document or certificate furnished to one party hereto by the other party hereto in connection herewith or therewith shall prove to have been untrue, inaccurate or misleading in any material respect when made and, if capable of remedy, such occurrence continues unremedied for a period of fourteen (14) Banking Days after receipt by the Bareboat Charterers of written notice from the Owners requesting remedial action; or

(v) if an application or petition is filed for bankruptcy, rehabilitation or reorganization or other legal action of a similar nature is taken against the Bareboat Charterers or by themselves unless such application or petition is being contested in good faith and on substantial grounds and is stayed, dismissed or withdrawn within sixty (60) days after the presentation of the application or petition or any resolution passed by the Bareboat Charterers for the appointment of any liquidator, receiver, trustee, curator or sequestrator (or similar official) of the Bareboat Charterers in respect of all or a substantial part of their respective assets (save for the purposes of an amalgamation, merger, demerger or reconstruction not involving insolvency, the terms of which shall have received the prior written approval of the Owners or an amalgamation, merger, demerger or reconstruction where the Bareboat Charterers or their parent company is the surviving entity, whereby the approval of the Owners shall not be required) unless such resolution are revoked within sixty (60) days: or

(vi) if the Bareboat Charterers shall stop payments on a substantial proportion (by value) of their financial credit obligations by reason of the Bareboat Charterers’ fault or shall cease to carry on or suspend all or a fundamental part of their business or shall make an official declaration of bankruptcy or insolvency or shall otherwise become or be adjudicated insolvent; or

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(vii) if any consent, authorization, license or approval necessary for this Charter to be or remain the valid legally binding obligations of the Bareboat Charterers, or to the Bareboat Charterers to perform their obligations hereunder or thereunder, is not granted or is revoked, suspended, withdrawn or terminated or expires and is not renewed (provided that the occurrence of such circumstances shall not give rise to a Termination Event if capable of remedy, and the same are remedied within thirty (30) days of the date of their occurrence), other than as would not be reasonably expected to result in a material adverse event.

(viii) if the Vessel is arrest or detained or otherwise captured by any third party and the Bareboat Charterers fails to take all necessary actions to release the Vessel within thirty (30) days of occurrence of such event (excluding the arrest or detention of the Vessel which the Owners shall be responsible for in accordance with Clause 17 (b) hereof).

(ix) if the guarantee provided by Seanergy Maritime Holdings Corp. (the “Charterers’ Guarantor”) to guarantee the Bareboat Charterers’ obligations hereunder is rescind, canceled, terminated or otherwise becomes null and void for any reason and the new guarantee is not provided by the Charterers’ Guarantor within one (1) month of occurrence of such event.

(x) if any event as referred to in (v) or (vi) above has occurred with respect to the Charterers’ Guarantor.

(b) Upon occurrence of any of the following events (an “Owners’ Default”):

1. the Owners fail to comply with any material obligations under this Charter and such default, if capable of remedy, is not remedied to the Bareboat Charterers' reasonable satisfaction within twenty (20) Banking Days after notice from the Bareboat Charterers requesting Owners’ action to remedy same;

2. if any material representation or warranty or statement by the Owners in connection with this Charter or in any document or certificate furnished to one party hereto by the other party hereto in connection herewith or therewith shall prove to have been untrue, inaccurate or misleading in any material respect when made and, if capable of remedy, such occurrence continues unremedied for a period of fourteen (14) Banking Days after receipt by the Owners of written notice from the Bareboat Charterers requesting remedial action;

3. it is or becomes unlawful for the Owners to perform any of their obligations in any material respects under this Charter or this Charter or any obligation of the Owners under this Charter ceases to be legal, valid, binding or enforceable, and which, if capable of remedy, is not rectified within fourteen (14) Banking Days after occurrence thereof;

4. ownership of the Vessel is transferred by the Owners in breach of Clause 22 (b);

5. Subject always to Clause 17 (b), the Vessel is under arrest, detention, seizure or confiscation as a direct result of the Owners’ actions or omissions;

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6. there is a change in the legal and/or beneficial owner of the shares in the Owners without the Bareboat Charterers’ prior written approval (such approval not to be unreasonably withheld or delayed), other than in favour of an affiliate of the Owners;

7. any of the following occurs in relation to the Owners:

i) an application or petition is filed for bankruptcy, rehabilitation or reorganization or other legal action of a similar nature is taken against the Owners or by themselves or any order shall be made unless such application or an application or petition is filed for bankruptcy, rehabilitation or reorganization or other legal action of a similar nature is taken against the Owners or by themselves or any order shall be made  unless such application or petition is being contested in good faith and on substantial grounds and is dismissed or withdrawn within sixty (60) days of the presentation of the application or petition or any resolution passed by the Owners for the appointment of any liquidator, receiver, trustee, curator or sequestrator (or similar official) of the Owners in respect of all or a substantial part of their respective assets (save for the purposes of an amalgamation, merger or reconstruction not involving insolvency, the terms of which shall have received the prior written approval of the Bareboat Charterers or an amalgamation, merger or reconstruction where the Owners or their parent company is the surviving entity) unless such resolution are revoked within sixty (60) days: or

ii) if the Owners shall stop payments to a substantial proportion (by value) to their creditors by reason of the Owners’ fault or shall cease to carry on or suspend all or a substantial part of their business or shall make an official declaration of bankruptcy or insolvency or shall otherwise become or be adjudicated insolvent

Provided no Termination Event has occurred and is continuing, if an Owners’ Default occurs (and in respect of which any grace period or other period of time is granted, such period has elapsed), as long as such Owners’ Default is continuing, the following provisions shall apply:

(A) the obligation of the Bareboat Charterers to pay Charter Hire shall immediately cease until such Owners’ Default is rectified;

(B) the Bareboat Charterers shall have the option immediately thereafter to:

i) exercise its option to purchase the Vessel in accordance with Clause 49 (without having the obligation to send one (1) month prior notice pursuant to Clause 49) for the amount set out therein less the losses, costs and expenses directly incurred by the Bareboat Charterers due to the Owner's Default and less the premium set out in Annex 2; or

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ii) terminate this Charter whereupon the Owners shall pay to the Bareboat Charterers the losses, costs and expenses directly incurred by the Bareboat Charterers due to the Owner's Default. For the avoidance of doubt, nothing precludes the Bareboat Charterers from engaging in discussions with new owners of the Vessel or any administrator thereof as the case may be, to continue the Charter.

42. OWNERS' RIGHTS ON TERMINATION

(a) Subject to the provisions of Clause 41 hereof and that no Owners’ Default has occurred and is continuing, at any time after a Termination Event shall have occurred and be continuing, the Owners may, by written notice to the Bareboat Charterers immediately, or on such date as the Owners shall specify, terminate the chartering by the Bareboat Charterers of the Vessel under this Charter, whereupon the Vessel shall no longer be in the possession of the Bareboat Charterers with the consent of the Owners, and the Bareboat Charterers shall redeliver the Vessel to the Owners as per Clause 42 (b) and (c) hereof.

(b) If the chartering of the Vessel under the Charter is terminated in accordance with this Clause 42, the Bareboat Charterers shall redeliver the Vessel free from any cargoes, charters, liens, encumbrances, debts, other claims, arrests or detentions (other than this Charter and those created or incurred by the Owners), without delay, substantially in the same condition and class as that in which she was delivered, fair wear and tear excepted, at a safe and ice-free and practical for both parties redelivery port or place as reasonably indicated by the Owners and pay to the Owners the following Termination Compensation immediately on the date of termination (the “Termination Date"):-

Termination Compensation shall mean the aggregate of (A) all Charter Hire due and payable, but unpaid, under this Charter to (and including) the Termination Date together with interest accrued thereon pursuant to Clause 36 (c) and (d) hereof from the due date for payment thereof to the Termination Date, (B) any sums, other than Charter Hire, due and payable by the Bareboat Charterers, but unpaid, under this Charter (including but not limited to the Owners’ reasonable costs incurred due to the relevant Termination Event) together with interest accrued thereon pursuant to Clause 36 (c) and (d) to the Termination Date, and (C) any break costs payable under Owners' financing of the Vessel incurred due to the Termination Event.

For the avoidance of doubt, except for the Termination Compensation, the Owners shall not have any right to claim further compensation from the Bareboat Charterers to recover any other direct or indirect, punitive or consequential, loss or damage to the Owners caused by the termination of this Charter in accordance with the applicable laws.

(c) All arrangements and expenses relating to the settling of wages, disembarkation and repatriation of the Bareboat Charterers’ Master, officers and crew shall be the sole responsibility of the Bareboat Charterers.

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(d) If the Bareboat Charterers fail to meet in full the Owner’s demand for payment of the Termination Compensation within ten (10) Banking Days of the date on which the Owners requested such payment, then the Owners shall, at the Bareboat Charterers’ cost and time, obtain an appraisal of the market value of the Vessel by obtaining a valuation from each of Fearnley Offshore, and Simpson Spence Young. The market value of the Vessel shall be the average of the two valuations received. In the event that the market value of the Vessel based on the two valuations obtained is higher than the aggregate sum of (i) Owners’ outstanding principal loan, interests accrued thereon up to the expected date of sale and other amounts (than break costs) to be paid by the Owners under its financing of the Vessel and (ii) the Termination Compensation, then the Owners shall be obliged to put the Vessel on the market (with the co-operation of the Bareboat Charterers, if need be) for finding of a buyer. The Owners shall use its reasonable efforts to enter into an agreement for the sale of the Vessel within thirty (30) days thereafter and the net proceeds from the sale of the Vessel shall be divided between the parties as follows:

(A) An amount equal to the aggregate of the (i) duly documented expenses and costs as may have been incurred by the Owners in respect of the sale of the Vessel (including the fees and costs incurred in relation to the valuation of the Vessel and brokers’ fee if appointed for sale of the Vessel), plus (ii) the outstanding principal loan, interests thereon up to the completion of the sale and other amounts (than break costs) to be paid by the Owners under Owners' financing of the Vessel, plus (iii) the Termination Compensation shall be retained by the Owners; and

(B) the balance of the net sale proceeds shall be paid to the Bareboat Charterers. The Bareboat Charterers shall pay the shortfall to the Owners if the net proceeds for the sale of the Vessel is less than the amount in (A) above.

(e) If the Charter is terminated in accordance with this Clause 42 then, notwithstanding anything herein to the contrary, the Bareboat Charterers shall have the right to exercise its option to purchase the Vessel in accordance with, and for the relevant amount, set out in Clause 49 (notwithstanding the Charterers' obligation to send three (3) months prior written notice pursuant to Clause 49), it being understood and agreed that the Bareboat Charterers exercise of such option shall be construed and considered as a remedy of the relevant Termination Event and no other Termination Compensation or other costs or fees shall be payable by the Bareboat Charterers without prejudice to the Owners’ right to claim direct damages (not including loss of profits or earnings) against the Charterers if occurred due to the relevant Termination Event.

If the Bareboat Charterers exercise the purchase option, the Bareboat Charterers shall declare the exercise of such purchase option within 15 Banking Days of the Termination Date, failing which the Bareboat Charterers shall lose the purchase option. In the event that the Charterers declare the exercise of such purchase option after 10 Banking Days of the Termination Date, the Charterers shall reimburse the Owners for all costs and expenses incurred for arrangement of valuation of the Vessel under 42(d) hereof within ten (10) Banking Days of Owner’s demand.

If the Bareboat Charterers declared the exercise of the purchase option, the Bareboat Charterers shall purchase the Vessel in accordance with Clause 49 within two (2) months of the Termination Date, failing which the Bareboat Charterers shall lose the purchase option.

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(f) In the event of any of the following, the Bareboat Charterers shall, as soon as practicable thereafter, redeliver the Vessel to the Owners together with payment of the Termination Compensation in accordance with Clause 42 (b) and (c) without prejudice to the Owners’ rights hereunder, until such time the Bareboat Charterers shall, as gratuitous bailee, hold, insure and maintain the Vessel for the benefit of the Owners in accordance with the terms and conditions of this Charter as if this Charter had continued without the occurrence of the Termination Event:

(i) If Bareboat Charterers meet in full the Owner’s demand for payment of the Termination Compensation within ten (10) Banking Days of the date on which the Owners requested such payment;

(ii) the market value of the Vessel as assessed pursuant to Clause 42 (d) is not higher than the aggregate sum of (i) Owners’ outstanding principal loan, interests accrued thereon up to the expected date of sale and other amounts (than break costs) to be paid by the Owners under its financing of the Vessel and (ii) the Termination Compensation; or

(iii) the Bareboat Charterers declared the exercise of the purchase option of the Vessel but fail to purchase her within two months of the Termination Event.

43. NAME

The Bareboat Charterers shall, subject only to prior notification to the relevant authorities of the jurisdiction in which for the time being the Vessel is registered and at least fourteen (14) days prior written notice to the Owners, be entitled from time to time to change the name of the Vessel at the Bareboat Charterers’ cost and time. In such case, the Owners undertake to sign any required forms reasonably requested by the relevant authorities. During the Charter Period, the Bareboat Charterers shall have the liberty to paint the Vessel in their own colors, install and display their funnel insignia and fly their own house flag. Painting and installment shall be at Bareboat Charterers’ expenses and time.

The Owners shall have no right to change the name of the Vessel during the Charter Period.

44. MORTGAGE and ASSIGNMENT

The Bareboat Charterers agrees that, so long as the Owners’ lenders are a bank or similar financial institution with investment grade rate or an affiliate of the Owners, the Owners shall be entitled, at any time during the term of this Charter and without requiring consent of, but with at least fifteen (15) Banking Days prior written notice to the Bareboat Charterers, to grant to their lenders or an agent or security trustee of their lenders (i) mortgage(s) securing its interest over the Vessel (the “Mortgage”) and/or (ii) one or more assignment(s) of any or all the rights, title, interests and benefit of the Owners in this Charter or any Security Document, the earnings generated by this Charter, the Insurances over the Vessel and all other rights of the Owners, as security for any facility in relation to the financing or re-financing of the Vessel subject to such mortgage and assignment(s) being in favor of the lenders or an agent or security trustee of the lenders or an affiliate of the Owners, PROVIDED ALWAYS that such Mortgage or assignment or other security documents shall only be provided for the purpose of financing or re-financing the acquisition of this Vessel. On delivery date of the Vessel hereunder, Owners will establish the Mortgage in favour of THE CHUGOKU BANK, LTD. being the financier for purchasing cost of the Vessel and the Mortgagee, and the Bareboat Charterers hereby give their consent thereto.

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Bareboat Charterers agree that the Bareboat Charterers and the Charterers’ Guarantor to sign an acknowledgement to any such assignment(s) or any other comparable document reasonably required by the Mortgagee, in favor of the Mortgagee. Any cost incurred by the Bareboat Charterers shall be for Owners' account.

Except as set out above, neither party shall assign its right or obligations or parts thereof to any third party without the written consent of the other.

In respect of the Vessel the Owners undertake not to borrow more than the respective purchase option prices as set out at the relevant milestone in Clause 49 hereof and the amount of any Mortgage(s) to be granted in favor of the Owners’ Lender shall not exceed the purchase price of the Vessel under the MOA.

The Owners procure that the Mortgagee shall duly execute and deliver a quite enjoyment letter in favour of the Bareboat Charterers in the form indicated in Annex 4 hereof or otherwise agreed by and between the Bareboat Charterers and the Mortgagee.

45. NOT IN USE

46. NOT IN USE

47. NOT IN USE

48. NOT IN USE

49. BAREBOAT CHARTERERS' OPTION TO PURCHASE VESSEL

(a) The Bareboat Charterers or their guaranteed nominee shall have the option to purchase the Vessel at any time from the end of 2^nd year after the Delivery Date onwards throughout the Charter Period on a strictly "as is where is" basis (physically) (the “Purchase Option”).

(b) The Purchase Option may be exercised from the 2nd anniversary of the Delivery Date provided however that the Owners are given by the Bareboat Charterers a minimum three (3) months prior written irrevocable notice, executed by a duly authorized officer or attorney-in-fact, of their intention to exercise the Purchase Option.

(c) The price to be paid by the Bareboat Charterers for the Vessel shall be as set out in Annex 2 hereto and shall between relevant year-end dates be adjusted and calculated on a pro-rata basis.

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(d) Upon the Owners’ receipt in full of the payment of the applicable Purchase Option price and other amounts due and payable to the Owners under this Charter (until such full payment, the Owners shall not be obligated to transfer tile to the Vessel to the Bareboat Charterers), the Owners shall (except in case of Total Loss) transfer the legal and beneficial ownership of the Vessel on an “as is where is” basis to the Bareboat Charterers or their guaranteed nominees free of all debts, encumbrances, mortgages and maritime liens which have been created or incurred by the Owners, and shall execute a bill of sale and a protocol of delivery and acceptance evidencing the same and any other document necessary to transfer the title of the Vessel to the Bareboat Charterers (and to the extent required for such purposes the Vessel shall be deemed first to have been redelivered to the Owners). Upon delivery, the Bareboat Charterers shall provide the Owners with the documents as the Owners may reasonably require for the sale of the Vessel under this Clause 49 (such as minutes and POA). No separate Memorandum of Agreement will be required for the sale and purchase of the Vessel pursuant to this Clause 49.

(e) Any security granted by the Bareboat Charterers in favor of the Owners, any of the Owners' financiers or to any other persons to the benefit of the Owners shall be released prior to the time of delivery of the Vessel to the Bareboat Charterers pursuant to this Clause 49. Any costs for release of security granted by the Bareboat Charterers in favor of the Owners shall be for Bareboat Charterers’ account.

(f) Further, the following provisions shall apply to the sale and purchase of the Vessel under this Clause 49:

(i) The Owners as seller makes no representation or warranty (and whether expressed or implied by statute, common law or others) as to any seaworthiness, merchantability, condition, design, description, operation, performance, capacity, quality, durability, or fitness for use or as to the eligibility of the Vessel with everything belonging to her for any particular purpose or trade whatsoever; and

(ii) If the Bareboat Charterers shall appoint a guaranteed nominee as a buyer (the “Nominated Buyer”) under this Clause 49, the Bareboat Charterers shall unconditionally and irrevocably, as principal debtor and not merely as surety, guarantee any and all obligations of the Nominated Buyer under the sale and purchase of the Vessel in this Clause 49.

50. NOT IN USE

51. MISCELLANEOUS

(a) The terms and conditions of this Charter and the respective rights of the Owners and the Bareboat Charterers shall not be waived or varied otherwise than by an instrument in writing of the same date as or subsequent to this Charter executed by both parties or by their duly authorized representatives.

(b) No failure or delay on the part of the Owners or the Bareboat Charterers in exercising any power, right or remedy hereunder or in relation to the Vessel shall operate as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise of any such right or power or the exercise of any other right, power or remedy.

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(c) lf any terms or condition of this Charter shall to any extent be illegal, invalid or unenforceable, the remainder of this Charter shall not be affected thereby and all other terms and condition shall be legal valid and enforceable to the fullest extent permitted by law.

52. COMMUNICATIONS

Except as otherwise provided for in this Charter, all notices or other communications under or in respect of this Charter to either party hereto shall be in writing and shall be made or given to such party at the address, facsimile number or e-mail address appearing below (or at such other address, facsimile number or e-mail address as such party may hereafter specify for such purposes to the other by notice in writing):-

(i) in the case of the Owners to

Great Something Co. Ltd

c/o Evahline Inc.

3-7-37 Nishichuo, Kure City, Hiroshima-Pref.,737-0811 Japan

Tell:   +81-823-32-5124

Fax:   +81-823-32-5126

Email: watanabe@evahline.jp   &   oggroup@evahline.jp

(ii) in the case of the Bareboat Charterers to

Knight Ocean Navigation Co.

c/o 154 Vouliagmenis Avenue, 16674, Glyfada, Greece

Tel: +30 213 0181500

E-mail: finance@seanergy.gr & legal@seanergy.gr

Attention: Mr. Stavros Gyftakis

A written notice includes a notice by facsimile or e-mail. A notice or other communication received on a non-working day or after business hours in the place of receipt shall be deemed to be served on the next following working day in such place.

Subject always to the foregoing sentence, any communication by personal delivery or letter shall be deemed to be received on delivery, any communication by e-mail shall be deemed to be received upon transmission of the automatic answer back of the addresses and any communication by facsimile shall be deemed to be received upon appropriate acknowledgment by the addressee's receiving equipment

All communications and documents delivered pursuant to or otherwise relating to this Charter shall either be in English or accompanied by a certified English translation by an authorized translator.

53. TRADING IN WAR RISK AREA

The Bareboat Charterers have the right to order the Vessel into an area subject to War Risks as defined in Clause 26 (the “War Risks Area”) provided that all Marine, War and P&I insurance are maintained with full force and effected and Bareboat Charterers shall pay and all additional premiums to maintain such insurance and comply with the relevant requirements under Marine, War and P&I insurance. If any Marine. War or P&I insurance ceases to be effective, the Charterers forthwith direct the Vessel to move out of the War Risks Area.

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54. INVENTORIES, OIL AND STORES

The Owners shall, at the time of redelivery without the Charterers purchasing the Vessel in accordance with the Charter, take over and pay for all remaining bunkers, and unused lubricating and hydraulic oils and unused greases in the said Vessel at the last purchase price of the Bareboat Charterers with supporting vouchers/invoices. However, the Bareboat Charterers shall not pay to the Owners at the time of delivery for any bunkers, lubricating and hydraulic oil and greases, provisions, paints, ropes and consumable stores which the Bareboat Charterers have supplied to the Vessel at the Bareboat Charterers' expense prior to delivery.

55. TRADE AND COMPLIANCE CLAUSE

The Bareboat Charterers and the Owners hereby agree that neither they or their directors or Owners’ group of companies/shareholders and to the best of their knowledge under this Charter have been designated under any applicable national or international law or regulation imposing trade and economic sanctions, including the USA, the EU, the UK, Japan and the UN. Further, the Bareboat Charterers and the Owners agree that performance of this Charter will not infringe any sanctions or restrictions under any applicable national or international law or regulation imposing trade or economic sanctions.

The Owners and the Bareboat Charterers agree and undertake to each other that the Vessel shall not sail, trade or operate or otherwise be used in any countries, territories, ports and other areas subject to any applicable national or international law or regulation imposing trade and economic sanctions, including the USA, the EU, the UK, Japan and the UN.

56. MINIMUM VALUE

a) The Bareboat Charterers shall procure that during the Charter Period, the market value of the Vessel shall be equal to or higher than 120% of the Outstanding Lease Amount (the “Minimum Value”). On every twelve month anniversary of the Delivery Date, the Bareboat Charterers shall, at their own cost and time, obtain and deliver a valuation from each of Fearnley Offshore, and Simpson Spence Young , evidencing the market value of the Vessel (the average of the two valuations received being called the “Market Value”).

b) If the Market Value is less than the Minimum Value, the Bareboat Charterers  shall remedy the same by either (and the Owners'  option):

(i) prepay the Amortization Component of the Charter Hire at least in the amount equal to the Minimum Value less the Market Value (the “Difference Amount”); or

(ii) make available to the Owners a cash collateral of the Difference Amount or more,

required to restore the aforesaid ratio.

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The prepayment of the Amortisation Component of the Charter Hire or provision of the cash collateral as set out above shall be made on next following payment of charter hire, provided, however, that if the next following date for payment of charter hire is less than 30 days after notification of the breach of the minimum value clause, then the payment shall be made no later than on the second Payment Date thereafter. In the event of a prepayment of the Amortisation Component of the Charter Hire, future Charter Hire payments shall be adjusted accordingly pro rata, reflecting the new outstanding Amortisation Component.

If the Market Value, including the value of the cash collateral previously provided by the Bareboat Charterers exceeds or is 120% of the Outstanding Lease Amount, the Owners, after receiving a notice from the Bareboat Charterers to do so (such notice to include evidence, at the cost of the Bareboat Charterers, satisfactory to the Owners that the ratio specified in Clause 56 a) has been maintained for a period of 3 months prior to such notice) will release any such cash collateral specified by the Bareboat Charterers to the extent that the relevant ratio shall continue to be at least the percentage required pursuant to Clause 56 a) at the relevant time following such release.

In the event the cash collateral is provided by the Charterers pursuant to this Clause 56. such cash collateral shall be held by the Owners. If this Charter is terminated by the Owners in accordance with Clause 49, the Owners may set off such cash collateral against the equivalent amount of the Termination Compensation.

57. COSTS

a) Each of the Owners and the Bareboat Charterers shall bear the costs and expenses they incur in connection with the negotiation, preparation and execution of this Charter and any other documents prepared in connection hereto, provided however, that Bareboat Charterers accept to pay to the Owners a upfront fee of USD 150,000.

b) The upfront fee shall be payable together with the first installment of Charter Hire.

58. CHARTERERS’ UNDERTAKINGS

(a) The Bareboat Charterers shall notify the Owners forthwith of:

(i) any accident to the Vessel involving repairs the cost whereof will or is likely to exceed in the aggregate the sum of US$ 500,000.00 or the equivalent in any other currency;

(ii) any occurrence in consequence whereof the Vessel has become or is likely to become a Total Loss or Compulsory Acquisition;

(iii) any arrest, detention, seizure or confiscation of the Vessel, or the exercise or purported exercise of any lien on the Vessel; and/or

(iv) occurrence of the Termination Event or any occurrence in consequence whereof the Termination occurs or is likely to occur.

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(b) The Bareboat Charterers shall, at all times, place and maintain in a conspicuous place in the navigation room and in the cabin of the Captain of the Vessel a printed notice in the following form:-

NOTICE OF MORTGAGE

“This Vessel is subject to a First Preferred Liberian Ship Mortgage in favour of THE CHUGOKU BANK, LTD. under authority of Title 21 of the Liberian Code of Law of 1956 as amended. Under the terms of the said Mortgage, neither the Owner nor any charterer nor the Master of this Vessel nor any other person shall have any right, power or authority to create, incur or permit to be imposed upon this Vessel any lien whatsoever other than for crew's wages and salvage.”

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Annex 1

Overview of Outstanding Lease Amount and Amortization:

Year	Month	Opening Balance	Amortization	Ending balance/Outstanding Lease Amount
0	0	19,000,000.00		19,000,000.00
1	1	19,000,000.00	263,889.89	18,736,110.11
1	2	18,736,110.11	263,889.89	18,472,220.22
1	3	18,472,220.22	263,889.89	18,208,330.33
1	4	18,208,330.33	263,889.89	17,944,440.44
1	5	17,944,440.44	263,889.89	17,680,550.55
1	6	17,680,550.55	263,889.89	17,416,660.66
1	7	17,416,660.66	263,889.89	17,152,770.77
1	8	17,152,770.77	263,889.89	16,888,880.88
1	9	16,888,880.88	263,889.89	16,624,990.99
1	10	16,624,990.99	263,889.89	16,361,101.10
1	11	16,361,101.10	263,889.89	16,097,211.21
1	12	16,097,211.21	263,889.89	15,833,321.32
2	13	15,833,321.32	263,889.89	15,569,431.43
2	14	15,569,431.43	263,889.89	15,305,541.54
2	15	15,305,541.54	263,889.89	15,041,651.65
2	16	15,041,651.65	263,889.89	14,777,761.76
2	17	14,777,761.76	263,889.89	14,513,871.87
2	18	14,513,871.87	263,889.89	14,249,981.98
2	19	14,249,981.98	263,889.89	13,986,092.09
2	20	13,986,092.09	263,889.89	13,722,202.20
2	21	13,722,202.20	263,889.89	13,458,312.31
2	22	13,458,312.31	263,889.89	13,194,422.42
2	23	13,194,422.42	263,889.89	12,930,532.53
2	24	12,930,532.53	263,889.89	12,666,642.64
3	25	12,666,642.64	263,889.89	12,402,752.75
3	26	12,402,752.75	263,889.89	12,138,862.86
3	27	12,138,862.86	263,889.89	11,874,972.97
3	28	11,874,972.97	263,889.89	11,611,083.08
3	29	11,611,083.08	263,889.89	11,347,193.19

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3	30	11,347,193.19	263,889.89	11,083,303.30
3	31	11,083,303.30	263,889.89	10,819,413.41
3	32	10,819,413.41	263,889.89	10,555,523.52
3	33	10,555,523.52	263,889.89	10,291,633.63
3	34	10,291,633.63	263,889.89	10,027,743.74
3	35	10,027,743.74	263,889.89	9,763,853.85
3	36	9,763,853.85	263,889.89	9,499,963.96
4	37	9,499,963.96	263,889.89	9,236,074.07
4	38	9,236,074.07	263,889.89	8,972,184.18
4	39	8,972,184.18	263,889.89	8,708,294.29
4	40	8,708,294.29	263,889.89	8,444,404.40
4	41	8,444,404.40	263,889.89	8,180,514.51
4	42	8,180,514.51	263,889.89	7,916,624.62
4	43	7,916,624.62	263,889.89	7,652,734.73
4	44	7,652,734.73	263,889.89	7,388,844.84
4	45	7,388,844.84	263,889.89	7,124,954.95
4	46	7,124,954.95	263,889.89	6,861,065.06
4	47	6,861,065.06	263,889.89	6,597,175.17
4	48	6,597,175.17	263,889.89	6,333,285.28
5	49	6,333,285.28	263,889.89	6,069,395.39
5	50	6,069,395.39	263,889.89	5,805,505.50
5	51	5,805,505.50	263,889.89	5,541,615.61
5	52	5,541,615.61	263,889.89	5,277,725.72
5	53	5,277,725.72	263,889.89	5,013,835.83
5	54	5,013,835.83	263,889.89	4,749,945.94
5	55	4,749,945.94	263,889.89	4,486,056.05
5	56	4,486,056.05	263,889.89	4,222,166.16
5	57	4,222,166.16	263,889.89	3,958,276.27
5	58	3,958,276.27	263,889.89	3,694,386.38
5	59	3,694,386.38	263,889.89	3,430,496.49
5	60	3,430,496.49	263,889.89	3,166,606.60
6	61	3,166,606.60	263,889.89	2,902,716.71
6	62	2,902,716.71	263,889.89	2,638,826.82
6	63	2,638,826.82	263,889.89	2,374,936.93
6	64	2,374,936.93	263,889.89	2,111,047.04
6	65	2,111,047.04	263,889.89	1,847,157.15
6	66	1,847,157.15	263,889.89	1,583,267.26
6	67	1,583,267.26	263,889.89	1,319,377.37
6	68	1,319,377.37	263,889.89	1,055,487.48
6	69	1,055,487.48	263,889.89	791,597.59
6	70	791,597.59	263,889.89	527,707.70
6	71	527,707.70	263,889.89	263,817.81
6	72	263,817.81	263,817.81	0.00

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Annex 2

Purchase Option Price:

Period	Premium (% of outstanding lease)	Purchase option price (USDm)
At the end of 2nd year	3%	USD 13,046,641.92
At the end of 3rd year	3%	USD 9,784,962.88
At the end of 4th year	2.75%	USD 6,507,450.63
At the end of 5th year	2.25%	USD 3,237,855.25
At the end of 6th year	0.0%	USD 0.00

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Annex 3

Vessel Details:

Vessel Name: Knightship

Official number: 17746

Call sign: D5MN5

IMO number: 9507893

Home port: Monrovia, Liberia

Class society: Bureau Veritas

Length overall: 291.97 M

Breadth: 45 M

NT: 50,500

GT: 93,186

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Annex 4

Form of Letter of Quiet Enjoyment:

Letter of Quiet Enjoyment

To: Knight Ocean Navigation Co., of the Republic Liberia

Date: ________________, 2023

Dear Sirs,

RE: “KNIGHTSHIP” (IMO NO. 9507893) (the “Vessel”)

1. We refer to the bareboat charter party dated March [●] 2023 and entered into between Knight Ocean Navigation Co., of the Republic of Liberia (the “Bareboat Charterers”) as charterer and GREAT SOMETHING CO., LTD. of the Republic of the Marshall Islands (the “Owners”) as owner relating to the Vessel (the “Charterparty” as amended and supplemented, as the case may be).

2. This is to notify you that the Vessel has been mortgaged to us (the "Mortgagee") by the Owners pursuant to a first preferred ship mortgage dated [●] 2023 (the “Mortgage” as amended and supplemented, as the case may be) which has been executed in our favor as security among other things for the Owners’ obligations under a loan agreement in our favor dated [●] 2023 executed (among others) by our company as lender and the Owners as borrower (the “Loan Agreement” as amended and supplemented, as the case may be) (The Loan Agreement, the Mortgage, the Assignment of Insurance, and the Assignment of Charter Hire and all of their addenda, amendments and supplements from time to time in force being hereinafter collectively referred to as the “Finance Documents”).

3. In consideration of the due performance and observance by the Bareboat Charterers of (i) all of their material obligations under the Charterparty (subject to any grace periods, if any, as provided in the Charterparty), (ii) all of their obligations and undertakings under an Assignment of Insurance dated [●] (the “Assignment of Insurance”) and (iii) all matters which the Bareboat Charterers have agreed to comply with in the acknowledgement and undertaking dated [●] (the “Acknowledgement and Undertaking of AOC") in relation to the assignment of charter hire and other moneys under the Charterparty and the charter guarantee (the “Assignment of Charter Hire”), and other sufficient good and valuable consideration, receipt of which is hereby acknowledged by our company, we hereby irrevocably undertake and confirm to the Bareboat Charterers the following:

(1) We, as the Mortgagee, during the charter period under the Charterparty, irrevocably and unconditionally undertake that we shall not and will not in any way whatsoever:

a) take possession of the Vessel nor issue any arrest, detention or similar proceedings against the Vessel in any jurisdiction;

b) exercise any rights and powers granted to the Mortgagee to enforce the Mortgage, including the power of sale or other disposal of the Vessel or to disturb or interfere with your quiet and peaceful use, possession and quiet enjoyment of the Vessel pursuant to the terms of the Charterparty or make any claim or take any action or issue proceedings which will result in the Vessel being arrested, detained or sold (whether by public auction or private treaty) or take any other similar action in relation to the Vessel in any jurisdiction, or exercise against the Vessel any right or remedy which would diminish, prejudice or interfere, or otherwise be inconsistent with the Bareboat Charterers’ rights, options (including, without limitation the quiet and peaceful use, possession and enjoyment of the Vessel and the Purchase Option) benefits or privileges under the Charterparty in accordance with the terms thereof; or

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c) appoint a receiver in respect of the Vessel; or

d) take any step to wind up, liquidate, or place in administration or receivership the Bareboat Charterers or commence or continue any analogous proceedings in any jurisdiction; or

e) exercise against the Vessel any other right or remedy in a manner that could diminish, prejudice or interfere with your rights, options, benefits or privileges under the Charterparty or otherwise interfere with the quiet and peaceful possession, use and enjoyment of the Vessel by the you under the Charterparty.

f) agree to any re-borrowing of any amount repaid under the Loan Agreement for the financing the Owner in respect of the Vessel, any increase in the principal amount or any extension to the maturity date in respect of the Loan Agreement without the Bareboat Charterers’ prior written consent which shall not be unreasonably withheld, delayed or conditioned.

(2) Clause 3(1) hereof shall not apply in full and the Mortgagee shall be free to exercise and enforce the Mortgage and other Finance Documents without any limitation at any time if:

a) any event or circumstance set forth as “Termination Event” in Clause 41(a) of the Charterparty shall have occurred and which is continuing without the full remedy; or

b) the Bareboat Charterers fail to perform or comply with its obligations under the Assignment of Insurance; or

c) the Bareboat Charterers fail to comply with the matters stipulated in the Acknowledgement and Undertaking of AOC.

4. Provided that no events as referred to in Clause 3 (2) hereof shall have occurred and is continuing, after the occurrence of any events of default under the Loan Agreement or any other Finance Documents ("Events of Default"), there shall be no interruption of the Bareboat Charterers' right of quiet enjoyment granted under this letter. Notwithstanding the foregoing, the Mortgagee shall in such case be entitled to serve a written notice (the “Notice”) to the Bareboat Charterers requiring the Bareboat Charterers to select either of (a) assume all rights and obligations of the Owner under the Loan Agreement on the only condition that the ownership of the Vessel is transferred to the Bareboat Charterer (the “Assumption”) and (b) purchase the Vessel at the price equal to the aggregate of all amounts (including but not limited to the outstanding principal amount, interest thereon and costs to be borne by the Owner) payable to the Mortgagee under the Loan Agreement and other Finance Documents (the “Purchase”). The Parties agree to take all steps necessary for the transfer of ownership of the Vessel and (in case of the Assumption) for the Bareboat Charterer to assume the obligations of the Owners under the Loan Agreement.

If the Bareboat Charterers fail to complete the Assumption or the Purchase as selected by the Bareboat Charterers, or fail to select either of them, within three (3) months of receipt of the Notice, for any reason other than solely attributable to the Mortgagee or the Owner, thereafter the Mortgagee shall be free to exercise and enforce the Mortgage and other Finance Documents without limitation.

5. We as the Mortgagee undertake that we will release any security interest over or in respect of the Vessel in favour of the Mortgagee (including vessel mortgage) upon receipt of the full amount of the respective Purchase Option Price as set out in the Bareboat Charterparty and any amounts due but unpaid by the Bareboat Charterers under the Bareboat Charter Party.

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6. A person who is not a party to this Letter may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

7. We hereby confirm that this letter is executed by person who is acting under the authority of the Mortgagee.

8. This letter shall be binding upon us and our successors and any assignee of our rights under the Loan Agreement for so long as the Charterparty remains in effect.

9. All notices and communication between the parties shall take place in writing in accordance with the below contact details:

Knight Ocean Navigation Co.

c/o 154 Vouliagmenis Avenue

16674, Glyfada, Greece

Attn: Mr. Stavros Gyftakis

Phone: + 30 213 0181500

E-mail: finance@seanergy.gr & legal@seanergy.gr

THE CHUGOKU BANK, LTD. (Ship Finance Center)

2-9, Higashigosho-cho, Onomichi City, Hiroshima-Pref., Japan

Phone: +81-848-25-2160

Fax: +81-848-25-3780

10. By its countersignature of this Letter, the Owners and the Bareboat Charterers acknowledge and consent to the terms hereof.

11. This letter shall become effective and binding on the Mortgagee, the Owners and the Bareboat Charterers upon the Owners and the Bareboat Charterers counter-signing this letter.

12. This Letter and all non-contractual obligations arising from or in connection with this letter shall be governed by and construed in accordance with English law.

13. Any dispute arising out of or in connection with this Letter shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

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[Signature Pages Follow]

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Yours faithfully

For and on behalf of

THE CHUGOKU BANK, LTD.

By:

Name: Taizo Ito

Title: General Manager of Ship Finance Center

Date:

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In consideration of the above premises and the mutual covenants set forth herein, and for other good and valuable mutual consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we, the Owners and the Bareboat Charterers, respectively hereby acknowledge and consent to any and all terms of this Letter:

For and on behalf of	For and on behalf of
GREAT SOMETHING CO., LTD.	Knight Ocean Navigation Co.
By:	By:
Name: Sachihiko Watanabe	Name: Stavros Gyftakis
Title: Director	Title: Director
Date:	Date:

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Annex 5

Form of Protocol of Acceptance and Delivery

PROTOCOL OF DELIVERY AND ACCEPTANCE

UNDER BAREBOAT CHARTERPARTY DATED as of [      ], 2023

Date: [     ]

Time: [     ]

Place: [    ]

It is hereby confirmed that [ • ] with registered address at [ • ] (the “Owners”) delivers to KNIGHT OCEAN NAVIGATION CO., of the Republic of Liberia (the “Bareboat Charterers”), the Liberian flagged M.V. “KNIGHTSHIP” with IMO number 9507893 (the “Vessel”) and the Bareboat Charterers accepts delivery of the Vessel on the date, time and place referred to in this Protocol pursuant to the terms and conditions of the Bareboat Charter Agreement dated as of [     ], March 2023 made between (1) the Owners and (2) the Charterer.

For and on behalf of	For and on behalf of
GREAT SOMETHING CO. LTD	KNIGHT OCEAN NAVIGATION CO.
Name:	Name:
Title:	Title:

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