Exhibit 4.31

1.	Shipbroker Pacific Partners Co., Ltd., Japan Fearnley Securities AS, Norway	2.	Place and date 22 February 2024
3.	Owners/Place of business (Cl.1) Village Seven Co., Ltd. (99.99% ownership) 6-21, Konan 3-chome, Minato-ku, Tokyo, Japan , and V7 Fune Inc. (0.01% ownership) BICSA Financial Center, 60th Floor, Balboa Avenue, Panama City, Republic of Panama c/o 6-21, Konan 3-chome, Minato-ku, Tokyo, Japan Email:	4.	Bareboat Charterers / Place of business (Cl.1) Exelixsea Maritime Co. Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960 (guaranteed by United Maritime Corporation, of the Republic of the Marshall Islands) c/o 154 Vouliagmenis Avenue, 16674 Glyfada, Greece Email:

5. Vessel’s name, call sign and flag (Cl. 1 and 3) MV Exelixsea Call Sign: V7A7394 Flag: Marshall Islands

6.	Type of Vessel Bulk carrier	7.	GT/NT 40,077/25,302 tons
8.	When / Where built 2011 / Oshima Shipbuilding Co,. Ltd	9.	Total DWT (abt.) in metric tons on summer freeboard 76,361 tons
10.	Classification Society (Cl.3) NKK or other IACS	11.	Date of last special survey by the Vessel’s classification  society 19 June 2021

12.   Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to (Cl.3)  

13.  Port or Place of delivery (Cl. 3) Safely afloat at an accessible safe berth or anchorage at a safe port or at sea within worldwide Range at the Charterer’s option. 14. Time for delivery (Cl. 4) 29 February 2024 – 27 March 2024 in Charterer’s option 15.  Cancelling date (Cl. 5) 27 March 2024

16.	Port or Place of redelivery (Cl. 15) Safely afloat at an accessible safe berth or anchorage at a safe port or place worldwide, in Charterers’ option	17.	No. of months’ validity of trading and class certificates upon redelivery (Cl. 15) minimum 3 months
18.	Running days’ notice if other than stated in Cl. 4 N/A	19.	Frequency of dry-docking (Cl. 10(g)) As required by the Classification Society

20.

Trading limits (Cl. 6)

Worldwide trading within Institute Warranty Limits (IWL). Charterers may breach IWL against paying all additional premium/expenses. North Korea and States sanctioned by UN to be excluded in case sanctions apply to Charterers and/or Vessel and prohibit trading, and Owners to be informed by Charterers. Failure to provide such notifications shall not constitute a breach of this Charter, but if such calling constitutes a breach of UN sanctions, then Charterers to undertake to indemnify Owners against all direct losses and costs sustained as a result of such violation.

21. Charter period 4 years from delivery (the “Initial Term”), followed by an additional 2-year period (the “Optional Period”) at the Charterers’ option (the “Charterers’ Extension Option”) See clause 40.2 22. Charter hire (Cl. 11) See also Clause 44 Fixed part: USD191,666.67 per month; plus Floating part: (3M CME TERM SOFR + 2.65%) x Loan Outstanding x Number of Days / 360
Loan Outstanding as per Clause 44. If 3M CME TERM SOFR falls below zero, then 3M CME TERM SOFR equal to zero to be applied to calculate the Floating Part of the Charter Hire.

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 3 month CME TERM SOFR plus 2.65 (two point sixty-five) percentage points per annum 25. Currency and method of payment (Cl. 11) USD, payable monthly in advance by bank transfer
(Floating part of the Charter Hire to be determined no later than 5 Banking Days before hire due date)

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

26.	Place of payment; also state beneficiary and bank account (Cl. 11) SUMITOMO MITSUI BANKING CORPORATION Address: 1-1, Nishi-Shinjuku 2-chome, Shinjuku-ku, Tokyo, Japan Dollar Ordinary a / c no: Account Name: Swift Code:	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 Mortgage(s) / Place of business) (Cl.12) SUMITOMO MITSUI BANKING CORPORATION Address: 1-1, Nishi-Shinjuku 2-chome, Shinjuku-ku, Tokyo, Japan Date of Financial Instrument: 〔TBA〕	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) See Clause 41
30.	Additional insurance cover, if any, for Owners’ account limited to (Cl. 13 (b) or, if applicable, Cl. 14(g)) N/A	31.	Additional insurance cover, if any, for Charterers’ account limited to (Cl. 13 (b) or, if applicable, Cl. 14(g)) N/A
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) Five (5) Banking days	35.	Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30) (a) English law, London arbitration

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)  
b) c)

42.	Hire/Purchase agreement (indicate with “yes” or “no” whether PART IV applies) (optional) See however Clause 40	43.	Bareboat Charter Registry (indicate with “yes” or “no” whether PART V applies) (optional) Yes, in Charterers' option
44.	Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies) (optional) Marshall Islands	45.	Country of the Underlying Registry (only to be filled in if PART V applies) Marshall Islands

46. Number of additional clauses covering special provisions, if agreed See Clause 32-48

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 extentofsuchconflictbutnofurther.ItisfurthermutuallyagreedthatPARTIIIand/orPARTIVand/orPARTVshallonlyapplyandonly 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.

Village Seven Co., Ltd. & V7 FUNE Inc.		Exelixsea Maritime Co.
Signature (Owners)		Signature (Owners)
	/s/ Mamoru Nanamura		/s/ Stavros Gyftakis
Mamoru Nanamura		Stavros Gyftakis
Representative Director/President of each of the Owners		Director/ Treasurer

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.

"MOA" means the Memorandum of Agreement entered into between the Owners as buyers and the Charterers as sellers dated 22 February 2024.

11 "Banking Days" means a day on which banks are open for transaction of business of the nature required by this Charter in Marshall Islands, Tokyo, Greece, London and New York.

12 2. Charter Period See also Clause 40.

13 In consideration of the hire detailed in Box 22,

14 the Owners have agreed to let and the Charterers have

15 agreed to hire the Vessel for the period stated in Box 21

16 (“The Charter Period”).

17 3. Delivery See also clauses 33, 34 and 35.

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

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

20 exercise due diligence to make the Vessel seaworthy

21 And in every respect ready in hull, machinery and

22 equipment for service under this Charter.

23 The Vessel shall be delivered by the Owners and taken

24 over by the Charterers at the port/berth/anchorage or place indicated in

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

26 direct.

27 (b) The Vessel shall be properly documented on

28 delivery in accordance with the laws of the flag State

29 indicated in Box 5 and the requirements of the

30 classification society stated in Box 10. The Vessel upon

31 delivery shall have her survey cycles up to date and

32 trading and class certificates valid for at least the number

33 of months agreed in Box 12.

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

35 taking over of the Vessel by the Charterers shall

36 constitute a full performance by the Owners of all the

37 Owners’ obligations under this Clause 3, and thereafter

38 the Charterers shall not be entitled to make or assert

39 any claim against the Owners on account of any

40 conditions, representations or warranties expressed or

41 implied with respect to the Vessel. but the Owners shall

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

43 renewals occasioned by latent defects in the Vessel,

44 her machinery or appurtenances, existing at the time of

45 delivery under this Charter, provided such defects have

46 manifested themselves within twelve (12) months after

47 delivery unless otherwise provided in Box 32.

4. Time for Delivery See clause 33

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 See clause 33

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

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

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.

114 7. Surveys on Delivery and Redelivery See clauses 36 and 37

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 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.

Not earlier than 45 days nor later than 30 days or if not possible then as soon as the Vessel becomes available before re-delivery of the Vessel, the Owners and the Charterers shall jointly agree upon the appointment of an independent surveyor for the purpose of determining in writing the condition of the Vessel at the time of redelivery hereunder. The surveyor, whose decision shall be final and binding on both parties, shall report in writing, specifying all items, if any, which have not been properly maintained in accordance with the terms and conditions of the Charter and the work required to correct such deficiencies. The costs of such a surveyor shall be equally shared between the parties. In the event that the parties are not able to agree upon a single surveyor, each shall appoint their own and the two surveyors so appointed shall conduct a joint survey of the Vessel. In such event, each party shall pay their own appointed surveyor's costs. The survey shall be carried out at the port of redelivery and in Charterer's time. Any works required as a result of such survey shall be carried by the Charterer prior to their redelivering of the Vessel. This clause shall not apply if Charterers exercise their purchase option as set out in Clause 40.

124 8. Inspection

125 The Owners shall, once a year, have the right 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 interfere 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

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 Stores

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

including but not limited to Ballast Water Treatment System, the cost and time of compliance shall be for the Charterers account. Notwithstanding the foregoing, Charterers are allowed to make improvements to the Vessel provided cost of same to be for the Charterers account

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

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,

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

237 as reasonably required.

238 (d) Flag and Name of Vessel –The Owners have no right to change the name and the flag of the Vessel during the Charter Period. The Owners have no rights to change the name and the flag of the Vessel during the Charter Period. During the Charter Period, the Charterers shall have the liberty to paint the Vessel in their own colours, install and display their

239 funnel insignia and fly their own house flag. The

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

241 consent, which shall not be unreasonably withheld, to

242 change the flag and/or the name of the Vessel and Class (to be a member of IACS) during

243 the Charter Periodby providing 14 Banking Days prior notice to the Owners and such expense shall be for Charterer’s account. In case Charterers do not exercise their Purchase Option, as set out in clause 40,.Ppainting and re-painting, instalment

244 and re-instalment, registration and re-registrationat redelivery, if

245 required by the Owners, shall be at the Charterers’

246 expense and time. Tonnage tax charged on the basis of tonnage by the Vessel's flag state during the Charter Period for current and any new flag to be for Charterers' account. During the Charter Period, the Charterers shall have the option to change the flag of the Vessel with the Owners' prior written consent which shall not be unreasonably withheld or delayed, provided that all costs and expense incurred by the Owners in relation to flag changes (including but not limited to documentation fee in relation to the Financial Documents and deletion of the existing registration of the ownership and mortgage of the Vessel and the new registration of ownership and mortgage over the Vessel) shall be on Charterers' account.

247 (e) Changes to the Vessel – Subject to Clause 10(a)(ii),

248 the Charterers shall make no structural changes in the

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

250 ances or spare parts thereof without in each instance

251 first securing the Owners’ approval thereof. Notwithstanding the above, Owners' consent will not be required for any changes (including structural changes) to the vessel related to the installation of the ammonia (propulsion) system on the Vessel. If the Owners

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

253 restore the Vessel to its former condition before the

254 termination of this Charter at the Charterer’s account.

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

256 Appliances - The Charterers shall have the use of all

257 outfit, equipment, and appliances on board the Vessel

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

259 substantial equivalent shall be returned to the Owners

260 on redelivery in the same condition as

261 when received, ordinary wear and tear excepted. The

262 Charterers shall from time to time during the Charter

263 Period replace such items of equipment as shall be so

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

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

266 damaged, worn or lost parts or equipment be effected

267 in such manner (both as regards workmanship and

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

269 Vessel. The Charterers have the right to fit additional

270 equipment at their expense and risk but the Charterers

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

272 requested by the Owners. Any equipment including radio

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

274 be kept and maintained by the Charterers and the

275 Charterers shall assume the obligations and liabilities

276 of the Owners under any lease contracts in connection

277 therewith and shall reimburse the Owners for all

278 expenses incurred in connection therewith, also for any

279 new equipment required in order to comply with radio

280 regulations.

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

282 dock the Vessel and clean and paint her underwater

283 parts whenever the same may be necessary,

284

285

286

287

288 11. Hire

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

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

290 punctually in accordance with the terms of this Charter

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

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

293 of the Vessel a lump sum in the amount the rateindicated in

294 Box 22 which shall be payable monthly not later every thirty

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

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

297 the Charterers. Hire shall be paid continuously

298 throughout the Charter Period.

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

300 discount in the currency and in the manner indicated

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

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

303 one calendar month thirty (30) running days, shall be calculated proportionally

304 according to the number of days and hours remaining

305 before redelivery and advance payment to be effected

306 accordingly.

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

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

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

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

311 was last reported or when the Vessel is posted as

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

313 in advance to be adjusted accordingly.

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

315 Owners to interest at the rate per annum as agreed

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

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

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

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

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

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

322 shall be made within seven (7) Banking Days of the date

323 of the Owners’ invoice specifying the amount payable

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

325 hire payment date.

326 12. Mortgage

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

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

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

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

331 Charterers, which shall not be unreasonably withheld.

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

333 by a mortgage according to the Financial Instrument.

334 The Charterers undertake to comply, and provide such

335 information and documents to enable the Owners to

336 comply, with all such instructions or directions in regard

337 to the employment, insurances, operation, repairs and

338 maintenance of the Vessel as laid down in the Financial

339 Instrument or as may be directed from time to time during

340 the currency of the Charter by the mortgagee(s) in

341 conformity with the Financial Instrument. The Charterers

342 confirm that, for this purpose, they have acquainted

343 themselves with all relevant terms, conditions and

344 provisions of the Financial Instrument and agree to

345 acknowledge this in writing in any form that may be

346 required by the mortgagee(s).

At the reasonable request of the Owner, the Charterers

shall provide such documents and information as the

 Owners reasonably needs towards their financiers.

347 The Owners warrant that

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

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

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

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

352 of the Charterers, which shall not be unreasonably

353 withheld.

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

355 indicate alternative agreed in Box 28).

356 13. Insurance and Repairs see also clause 41

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

358 insured by the Charterers at their expense against hull

359 and machinery, war and Protection and Indemnity risks

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

361 for the operation of the Vessel, including maintaining

362 financial security in accordance with sub-clause

363 10(a)(iii)) in such form as the Owners shall in writing approve, which approval shall not be unreasonably withheld

364

365 . Such insurances shall be arranged by the

366 Charterers to protect the interests of both the Owners

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

368 The Charterers shall be at liberty to protect under such

369 insurances the interests of any managers they may

370 appoint. Insurance policies shall cover the Owners and

371 the Charterers according to their respective interests.

372 Subject to the provisions of the Financial Instrument, if

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

374 the Charterers shall effect all insured repairs and shall

375 undertake settlement and reimbursement from the

376 insurers of all costs in connection with such repairs as

377 well as insured charges, expenses and liabilities to the

378 extent of coverage under the insurances herein provided

379 for.

380 The Charterers also to remain responsible for and to

381 effect repairs and settlement of costs and expenses

382 incurred thereby in respect of all other repairs not

383 covered by the insurances and/or not exceeding any

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

385 insurances.

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

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

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

389 for the Charterers’ account.

390 (b)

391

392

393 The Owners or

394 the Charterers as the case may be shall immediately

395 furnish the other party with particulars of any additional

396 insurance effected, including copies of any cover notes

397 or policies and the written consent of the insurers of

398 any such required insurance in any case where the

399 consent of such insurers is necessary.

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

401 Owners, provide reasonable information and promptly execute such

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

403 comply with the insurance provisions of the Financial

404 Instrument. Cost and time, if any, for Owners’ account.

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

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

407 constructive, compromised or agreed total loss under

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

409 insurance payments for such loss shall be paid in accordance with clause 41 to the

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

410 Owners who shall distribute the moneys between the

411 Owners and the Charterers according to their respective

412 interests. The Charterers undertake to notify the Owners

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

414 consequence of which the Vessel is likely to become a

415 total loss as defined in this Clause.

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

417 Charterers, promptly execute such documents as may

418 be required to enable the Charterers to abandon the

419 Vessel to insurers and claim a constructive total loss.

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

421 and machinery and war risks under the provisions of

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

423 indicated in Clause 41.

424 14. Insurance, Repairs and Classification

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

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

427 deleted).

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

429 insured by the Owners at their expense against hull and

430 machinery and war risks under the form of policy or

431 policies attached hereto. The Owners and/or insurers

432 shall not have any right of recovery or subrogation

433 against the Charterers on account of loss of or any

434 damage to the Vessel or her machinery or appurt-

435 enances covered by such insurance, or on account of

436 payments made to discharge claims against or liabilities

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

438 Insurance policies shall cover the Owners and the

439 Charterers according to their respective interests.

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

441 insured by the Charterers at their expense against

442 Protection and Indemnity risks (and any risks against

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

444 Vessel, including maintaining financial security in

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

446 the Owners shall in writing approve which approval shall

447 not be unreasonably withheld.

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

449 Charterers shall vitiate any of the insurance herein

450 provided, the Charterers shall pay to the Owners all

451 losses and indemnify the Owners against all claims and

452 demands which would otherwise have been covered by

453 such insurance.

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

455 Owners or Owners’ Underwriters, effect all insured

456 repairs, and the Charterers shall undertake settlement

457 of all miscellaneous expenses in connection with such

458 repairs as well as all insured charges, expenses and

459 liabilities, to the extent of coverage under the insurances

460 provided for under the provisions of sub-clause 14(a).

461 The Charterers to be secured reimbursement through

462 the Owners’ Underwriters for such expenditures upon

463 presentation of accounts.

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

465 effect repairs and settlement of costs and expenses

466 incurred thereby in respect of all other repairs not

467 covered by the insurances and/or not exceeding any

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

469 insurances.

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

471 sub-clauses 14(d) and 14(e) and for repairs of latent

472 defects according to Clause 3 above, including any

473 deviation, shall be for the Charterers’ account and shall

474 form part of the Charter Period.

475 The Owners shall not be responsible for any expenses

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

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

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

479 additional insurance to be placed by the parties such

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

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

482 the Charterers as the case may be shall immediately

483 furnish the other party with particulars of any additional

484 insurance effected, including copies of any cover notes

485 or policies and the written consent of the insurers of

486 any such required insurance in any case where the

487 consent of such insurers is necessary.

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

489 compromised or agreed total loss under the insurances

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

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

492 distribute the moneys between themselves and the

493 Charterers according to their respective interests.

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

495 compromised or agreed total loss under the insurances

496 arranged by the Owners in accordance with sub-clause

497 14(a), this Charter shall terminate as of the date of such

498 loss.

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

500 Owners, promptly execute such documents as may be

501 required to enable the Owners to abandon the Vessel

502 to the insurers and claim a constructive total loss.

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

504 and machinery and war risks under the provisions of

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

506 indicated in Box 29.

507 (l) Notwithstanding anything contained in sub-clause

508 10(a), it is agreed that under the provisions of Clause

509 14, if applicable, the Owners shall keep the Vessel’s

510 Class fully up to date with the Classification Society

511 indicated in Box 10 and maintain all other necessary

512 certificates in force at all times.

513 15. Redelivery

514 At the expiration of the Charter Period the Vessel shall

515 be redelivered by the Charterers to the Owners at a

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

517 such ready safe berth as the Charterers may direct. The

518 Charterers shall give the Owners not less than thirty

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

520 range of ports of redelivery or port or place of redelivery

521 and not less than fourteen (14)  running days’ definite

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

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

524 notified immediately to the Owners.

525 The Charterers warrant that they will not permit the

526 Vessel to commence a voyage (including any preceding

527 ballast voyage) which cannot reasonably be expected

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

529 within the Charter Period.  Notwithstanding the above,

530 should the Charterers fail to redeliver the Vessel within

531 the Charter Period, the Charterers shall pay the daily

532 equivalent to the rate of hire stated in Box 22 (USD 6,388.89) plus 10 per cent. or to the market rate, whichever is the higher,

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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

533

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

535 exceeded.  All other terms, conditions and provisions of

536 this Charter shall continue to apply.

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

538 be redelivered to the Owners in the same

539 condition and class as that in which she

540 was delivered, fair wear and tear not affecting class

541 excepted.

542 The Vessel upon redelivery shall have her survey cycles

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

544 least the number of months agreed in Box 17.

This Clause shall not apply if the Charterers exercise their purchase option set out in clause 40, in which event, a Protocol of Delivery and Acceptance and a Bill of Sale will be signed.

545 16. Non-Lien

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

547 any lien or encumbrance incurred by them or their

548 agents, which might have priority over the title and

549 interest of the Owners in the Vessel.

550

551

552

553

554

555

556

557

558 17. Indemnity

559 (a) The Charterers shall indemnify the Owners against

560 any loss, damage or expense incurred by the Owners

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

562 by the Charterers, and against any lien of whatsoever

563 nature arising out of an event occurring during the

564 Charter Period.  If the Vessel be arrested or otherwise

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

566 operation hereunder by the Charterers, the Charterers

567 shall at their own expense take all reasonable steps to

568 secure that within a reasonable time the Vessel is

569 released, including the provision of bail.

570 Without prejudice to the generality of the foregoing, the

571 Charterers agree to indemnify the Owners against all

572 consequences or liabilities arising from the Master,

573 officers or agents signing Bills of Lading or other

574 documents.

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

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

577 Owners shall at their own expense take all necessary

578 steps to secure that, within a reasonable time,  the Vessel

579 is released, including the provision of bail.

580 In such circumstances the Owners shall indemnify the

581 Charterers against any loss, damage or expense

582 incurred by the Charterers (including hire paid under

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

584 detention.

585 18. Lien

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

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

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

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

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

591 not earned.

592 19. Salvage

593 All salvage and towage performed by the Vessel shall

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

595 damage occasioned thereby shall be borne by the

596 Charterers.

597 20. Wreck Removal

598 In the event of the Vessel becoming a wreck or

599 obstruction to navigation the Charterers shall indemnify

600 the Owners against any sums whatsoever which the

601 Owners shall become liable to pay and shall pay in

602 consequence of the Vessel becoming a wreck or

603 obstruction to navigation.

604 21. General Average

605 The Owners shall not contribute to General Average.

606 22. Assignment, Sub-Charter and Salesee also clause 38

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

608 sub-charter the Vessel on a bareboat basis (internal bareboat charters excluded) except with

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

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

611 and conditions as the Owners shall approve.

612 (b) see clauses 39 and 40 The Owners shall not sell the  Vessel during the

613 currency of this Charter except with the prior written

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

615 ably withheld, and subject to the buyer accepting an

616 assignment of this Charter.

617 23. Contracts of Carriage

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

619 issued during the Charter Period evidencing the terms

620 and conditions agreed in respect of carriage of goods

621 shall contain a paramount clause incorporating any

622 legislation relating to carrier’s liability for cargo

623 compulsorily applicable in the trade; if no such legislation

624 exists, the documents shall incorporate the Hague Rules or Hague-Visby

625 Rules. The documents shall also contain the New Jason

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

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

628 tickets issued during the Charter Period for the carriage

629 of passengers and their luggage under this Charter shall

630 contain a paramount clause incorporating any legislation

631 relating to carrier’s liability for passengers and their

632 luggage compulsorily applicable in the trade; if no such

633 legislation exists, the passenger tickets shall incorporate

634 the Athens Convention Relating to the Carriage of

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

636 protocol thereto.

637 *)  Delete as applicable.

638 24. Bank Guarantee

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

640 The Charterers undertake to furnish, before delivery of

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

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

643 for full performance of their obligations under this

644 Charter.

645 25. Requisition/Acquisition

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

647 by any governmental or other competent authority

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

649 irrespective of the date during the Charter Period when

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

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

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PART II

BARECON 2001 Standard Bareboat Charter

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

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

654 Charter Period, this Charter shall not be deemed thereby

655 or thereupon to be frustrated or otherwise terminated

656 and the Charterers shall continue to pay the stipulated

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

658 when the Charter would have terminated pursuant to

659 any of the provisions hereof always provided however

660 that in the event of “Requisition for Hire” any Requisition

661 Hire or compensation received or receivable by the

662 Owners shall be payable to the Charterers during the

663 remainder of the Charter Period or the period of the

664 “Requisition for Hire” whichever be the shorter.

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

666 ownership in the Vessel by any Compulsory Acquisition

667 of the Vessel or requisition for title by any governmental

668 or other competent authority (hereinafter referred to as

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

670 during the Charter Period when “Compulsory Acqui-

671 sition” may occur, this Charter shall be deemed

672 terminated as of the date of such “Compulsory

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

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

675 such “Compulsory Acquisition”.

676 26. War

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

678 Risks” shall include any war (whether actual or

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

680 rebellion, civil commotion, warlike operations, the laying

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

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

683 blockades (whether imposed against all vessels or

684 imposed selectively against vessels of certain flags or

685 ownership, or against certain cargoes or crews or

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

687 political group, or the Government of any state

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

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

690 or other persons on board the Vessel.

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

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

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

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

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

696 persons on board the Vessel, in the reasonable

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

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

699 such place as aforesaid, which only becomes danger-

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

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

702 the Vessel to leave such area.

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

704 pass through any blockade, whether such blockade be

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

706 way whatsoever against vessels of certain flags or

707 ownership, or against certain cargoes or crews or

708 otherwise howsoever, or to proceed to an area where

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

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

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

712 Clause 14 is applicable, should require payment of

713 premiums and/or calls because, pursuant to the

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

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

716 by such insurers as being subject to additional premiums

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

718 shall be reimbursed by the Charterers to the Owners at

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

720 (e) The Charterers shall have the liberty:

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

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

723 sailing in convoy, ports of call, stoppages,

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

725 other way whatsoever, which are given by the

726 Government of the Nation under whose flag the

727 Vessel sails, or any other Government, body or

728 group whatsoever acting with the power to compel

729 compliance with their orders or directions;

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

731 mendations of any war risks underwriters who have

732 the authority to give the same under the terms of

733 the war risks insurance;

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

735 Security Council of the United Nations, any

736 directives of the European Community, the effective

737 orders of any other Supranational body which has

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

739 national laws aimed at enforcing the same to which

740 the Owners are subject, and to obey the orders

741 and directions of those who are charged with their

742 enforcement.

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

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

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

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

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

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

749 Charterers shall have the right to cancel this Charter,

750 whereupon the Charterers shall redeliver the Vessel to

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

752 has cargo on board after discharge thereof at

753 destination, or if debarred under this Clause from

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

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

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

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

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

759 accordance with Clause 11 and except as aforesaid all

760 other provisions of this Charter shall apply until

761 redelivery.

762 27. Commission

763 The Owners to pay a commission at the rate indicated

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

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

766 the commission to be paid by the Owners shall cover

767 the actual expenses of the Brokers and a reasonable

768 fee for their work.

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

770 by either of the parties the party liable therefor shall

771 indemnify the Brokers against their loss of commission.

772 Should the parties agree to cancel the Charter, the

773 Owners shall indemnify the Brokers against any loss of

774 commission but in such case the commission shall not

775 exceed the brokerage on one year’s hire.

776 28. Termination

777 (a) Charterers’ Default

778 The Owners shall be entitled to withdraw the Vessel from

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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

779 the service of the Charterers and terminate the Charter

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

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

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

783 make punctual payment of hire due to oversight,

784 negligence, errors or omissions on the part of the

785 Charterers or their bankers, the Owners shall give

786 the Charterers written notice of the number of clear

787 Banking days stated in Box 34 (as recognised at

788 the agreed place of payment) in which to rectify

789 the failure, and when so rectified within such

790 number of days following the Owners’ notice, the

791 payment shall stand as regular and punctual.

792 Failure by the Charterers to pay hire within the

793 number of days stated in Box 34 of their receiving

794 the Owners’ notice as provided herein, shall entitle

795 the Owners to withdraw the Vessel from the service

796 of the Charterers and terminate the Charter without

797 further notice;

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

799 (1) Clause 6 (Trading Restrictions)

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

801 provided that the Owners may, by

802 written notice to the Charterers, give the

803 Charterers a specified number of days grace within

804 which to rectify the failure without prejudice to the

805 Owners’ right to withdraw and terminate under this

806 Clause if the Charterers fail to comply with such

807 notice;

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

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

810 (Maintenance and Repairs) within a reasonable time

811 after the Owners have requested them in

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

813 insurance cover is not prejudiced.

814 (iv) In the event of a termination as aforesaid, the Charterers shall be entitled to exercise its Purchase Option set out in Clause 40 within 30 days from receipt of Owners' written notice of termination. If such Purchase Option is exercised within the due date, this Charter Party shall continue in full force and effect until the successful completion of the sale of the Vessel pursuant to the Purchase Option at which point in time any default (except for any outstanding payment following a default under clause 28(a)(i)) shall be deemed cured with no further rights or obligations between the parties.

815 (b) Owners’ Default

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

817 of their obligations under this Charter to the extent that

818 the Charterers are deprived of the use of the Vessel

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

820 running days after written notice thereof has been given

821 by the Charterers to the Owners, the Charterers shall

822 be entitled to terminate this Charter with immediate effect

823 by written notice to the Owners.

824 (c) Loss of VesselSee clause 41

825 This Charter shall be deemed to be terminated if the

826 Vessel becomes a total loss or is declared as a

827 constructive or compromised or arranged total loss.  For

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

829 deemed to be lost unless she has either become an

830 actual total loss or agreement has been reached with

831 her underwriters in respect of her constructive,

832 compromised or arranged total loss or if such agreement

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

834 competent tribunal that a constructive loss of the Vessel

835 has occurred.

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

837 Charter with immediate effect by written notice to the

838 other party and its Guarantorin the event of an order being made or

839 resolution passed for the winding up, dissolution,

840 liquidation or bankruptcy of the other party (otherwise

841 than for the purpose of reconstruction or amalgamation)

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

843 ceases to carry on business or makes any special

844 arrangement or composition with its creditors.

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

846 prejudice to all rights accrued due between the parties

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

848 either party might have.

849 29. Repossession

850 In the event of the termination of this Charter in

851 accordance with the applicable provisions of Clause 28,

852 the Owners shall have the right to repossess the Vessel

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

854 at a port or place convenient to them without hindrance

855 or interference by the Charterers, courts or local

856 authorities.  Pending physical repossession of the Vessel

857 in accordance with this Clause 29, the Charterers shall

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

859 The Owners shall arrange for an authorised represent-

860 ative to board the Vessel as soon as reasonably

861 practicable following the termination of the Charter.  The

862 Vessel shall be deemed to be repossessed by the

863 Owners from the Charterers upon the boarding of the

864 Vessel by the Owners’ representative.  All arrangements

865 and expenses relating to the settling of wages,

866 disembarkation and repatriation of the Charterers’

867 Master, officers and crew shall be the sole responsibility

868 of the Charterers.

869 30. Dispute Resolution

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

871 in accordance with English law and any dispute arising

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

873 to arbitration in London in accordance with the Arbitration

874 Act 1996 or any statutory modification or re-enactment

875 thereof save to the extent necessary to give effect to

876 the provisions of this Clause.

877 The arbitration shall be conducted in accordance with

878 the London Maritime Arbitrators Association (LMAA)

879 Terms current at the time when the arbitration proceed-

880 ings are commenced.

881 The reference shall be to three arbitrators.  A party

882 wishing to refer a dispute to arbitration shall appoint its

883 arbitrator and send notice of such appointment in writing

884 to the other party requiring the other party to appoint its

885 own arbitrator within 14 calendar days of that notice and

886 stating that it will appoint its arbitrator as sole arbitrator

887 unless the other party appoints its own arbitrator and

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

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

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

891 14 days specified, the party referring a dispute to

892 arbitration may, without the requirement of any further

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

894 sole arbitrator and shall advise the other party

895 accordingly. The award of a sole arbitrator shall be

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

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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

897 agreement.

898 Nothing herein shall prevent the parties agreeing in

899 writing to vary these provisions to provide for the

900 appointment of a sole arbitrator.

901 In cases where neither the claim nor any counterclaim

902 exceeds the sum of US$100,000 (or such other sum as

903 the parties may agree) the arbitration shall be conducted

904 in accordance with the LMAA Small Claims Procedure

905 current at the time when the arbitration proceedings are

906 commenced.

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

908 in accordance with Title 9 of the United States Code

909 and the Maritime Law of the United States and  any

910 dispute  arising out of or in connection with this Contract

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

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

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

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

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

916 any court of competent jurisdiction.  The proceedings

917 shall be conducted in accordance with the rules of the

918 Society of Maritime Arbitrators, Inc.

919 In cases where neither the claim nor any counterclaim

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

921 the parties may agree) the arbitration shall be conducted

922 in accordance with the Shortened Arbitration Procedure

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

924 the time when the arbitration proceedings are commenced.

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

926 in accordance with the laws of the place mutually agreed

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

928 connection with this Contract shall be referred to

929 arbitration at a mutually agreed place, subject to the

930 procedures applicable there.

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

932 may agree at any time to refer to mediation any

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

934 with this Contract.

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

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

937 following shall apply:-

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

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

940 mediation by service on the other party of a written

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

942 party to agree to mediation.

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

944 days of receipt of the Mediation Notice confirm that

945 they agree to mediation, in which case the parties

946 shall thereafter agree a mediator within a further

947 14 calendar days, failing which on the application

948 of either party a mediator will be appointed promptly

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

950 person as the Tribunal may designate for that

951 purpose.  The mediation shall be conducted in such

952 place and in accordance with such procedure and

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

954 event of disagreement, as may be set by the

955 mediator.

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

957 fact may be brought to the attention of the Tribunal

958 and may be taken into account by the Tribunal when

959 allocating the costs of the arbitration as between

960 the parties.

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

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

963 considers necessary to protect its interest.

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

965 agreed to mediation. The arbitration procedure shall

966 continue during the conduct of the mediation but

967 the Tribunal may take the mediation timetable into

968 account when setting the timetable for steps in the

969 arbitration.

970 (vi) Unless otherwise agreed or specified in the

971 mediation terms, each party shall bear its own costs

972 incurred in the mediation and the parties shall share

973 equally the mediator’s costs and expenses.

974 (vii) The mediation process shall be without prejudice

975 and confidential and no information or documents

976 disclosed during it shall be revealed to the Tribunal

977 except to the extent that they are disclosable under

978 the law and procedure governing the arbitration.

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

980 process may not necessarily interrupt time limits.)

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

982 30(a) of this Clause shall apply. Sub-clause 30(d) shall

983 apply in all cases.

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

985 indicate alternative agreed in Box 35.

986 31. Notices

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

988 party shall be in writing and may be sent by e-mail,

989 registered or recorded mail or by personal service.

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

991 communication shall be as stated in Boxes 3 and 4

992 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 II

BARECON 2001 Standard Bareboat Charter

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

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 V

 PROVISIONS TO APPLY FOR VESSELS REGISTERED IN A

BAREBOAT CHARTER REGISTRY

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 IV

HIRE/PURCHASE AGREEMENT (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 12(b) (Part II)

16 shall apply.

17 3. Termination of Charter by Default

If the Vessel chartered under this Charter is registered

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

if the Owners shall default in the payment of any amounts

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

Charterers shall, if so required by the mortgagee, direct

the Owners to re-register the Vessel in the Underlying

Registry as shown in Box 45.

18 In the event of the Vessel being deleted from the

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

20 default by the Owners in the payment of any amounts

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

22 the right to terminate this Charter forthwith and without

23 prejudice to any other claim they may have against the

24 Owners under this Charter.

Rider Clauses 32 to 48

to be deemed incorporated to the

Bareboat Charter Party

Dated 22 February 2024

(the "Charter")

Between

Exelixsea Maritime Co. (guaranteed by United Maritime Corporation) as Charterers

and Village Seven Co., Ltd. and V7 Fune Inc. as Owners

in respect of the vessel

MV "Exelixsea"

32.      Additional Definitions

In this Charter, unless the context otherwise requires, the following expressions shall have the following meanings:

"Additional Clauses" means these additional clauses 32 to 48 to the Barecon 2001 bareboat charter dated 22 February 2024.

"Charter" means the Barecon 2001 bareboat charter dated 22 February 2024 and these Additional Clauses.

"Charterers' Guarantor" means United Maritime Corporation.

"Charter Hire" means the charter hire as per Box 22, Clause 11 and Clause 44.

"Classification Society" means classification society of the Vessel as indicated in Box 10 or such other classification society elected in accordance with Clause 10.

"Delivery Date" has the meaning given to it in Clause 33.

"Loan Outstanding" has the meaning given to it in Clause 44.

"MOA" means the memorandum of agreement in respect of the Vessel of even date herewith entered into between the Charterers (as sellers) and the Owners (as buyers) (as the same may be amended, supplemented or varied from time to time).

"Mortgagee" means Sumitomo Mitsui Banking Corporation (SMBC), in its capacity as registered holder of a first priority mortgage on the Vessel or any replacement holder of a first priority mortgage on the Vessel.

"Owners" means collectively Village Seven Co., Ltd. and V7 Fune Inc.

"Purchase Option" means Charterers’ option to purchase the Vessel as further described in Clause 40.

"Purchase Option Price" means the price payable by the Charterers to the Owners for the purchase of the Vessel in accordance with Clause 40.

“Quotation Day” means, in relation to any period for which 3 Month TERM CME SOFR is to be determined, five (5) US Government Securities Business Days before the first day of that period. The first Quotation Day will be five (5) US Government Securities Business Days before the Delivery Date.

"Total Loss" has the meaning given to it in Clause 41.

33.     Delivery

The Charterers shall take delivery of the Vessel under this Charter simultaneously with delivery by the Charterers as sellers to the Owners as buyers under the MOA, and the Owners shall be obliged to deliver the Vessel to the Charterers hereunder in the same moment as the Owners is taking delivery of the Vessel under the MOA (such date to be referred to as the "Delivery Date") 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 Charterers from the Sellers directly.

In the event that the Vessel is not delivered under the MOA for whatever reason, this Charter shall automatically terminate.

34. Conditions for delivery

Prior to delivery of the Vessel under this Charter, the parties shall exchange the following documents:

(a) one (1) copy of a Certificate of Incumbency or equivalent issued not more than five (5) Banking Days before the date of delivery of the Vessel, stating all Directors and shareholders and that the subject company is in good standing;

(b) certified copies of the corporate resolutions of the Owners and the Charterers approving the contents of and the entering into of the Charter;

(c) one (1) copy of a notarised or legalized and apostilled Power of Attorney granted by the Owners and the Charterers with respect to the representative(s) at closing and the persons signing this Charter and the MOA, with the originals to be exchanged within five (5) Banking Days from the date of delivery of the Vessel; and

(d) such other documents as each of the Owners and Charterers may reasonably require.

35.      Vessel’s condition on delivery

The Vessel shall be delivered under this Charter in the same condition and with the same equipment, inventory and spare parts as she is delivered to the Owners under the MOA. The Charterers know the Vessel’s condition at the time of delivery, and expressly agree that the Vessel's condition as delivered under the MOA is acceptable and in accordance with the provisions of this Charter. The Vessel shall be delivered to the Charterers under the Charter strictly "as is/where is", and the Charterers shall have no claim against the Owners under this Charter or otherwise as a result of the Vessel’s physical condition.

36.    Inspection on re-delivery of the Vessel (see also clause 7)

In connection with the redelivery of the Vessel under the Charter, the Vessel shall not be dry-docked unless required by the Classification Society.

In lieu of dry-docking, Owners shall have the right to appoint a diver acceptable to the Classification Society to undertake an underwater inspection at a convenient port after giving reasonable notice and with due consultation between Owners and Charterers. Such divers’ inspection shall be carried out at Owners’ expense and without interference to the Vessel’s trading and normal operation.

Should such underwater inspection reveal damages that affect the class of the Vessel whereby such damage repairs cannot be made to the Vessel without dry-docking and the Classification Society will not grant an extension, then Vessel is to be dry-docked as soon as possible by Charterers to repair such damages to the Classification Society’s satisfaction at Charterers’ time and expense.

If in the opinion of the Classification Society the damages do not necessitate immediate dry-docking, then the Classification Society shall issue a certificate showing the extent and place of damage and Charterers shall repair same to the satisfaction of the Classification Society at next dry-docking, provided that such dry-docking is within the Charter Period. If the next Classification Society dry-docking is after the re-delivery of the Vessel under this Charter, the Charterers shall in their option (i) repair such damages before redelivery of the Vessel hereunder or (ii) provide the Owners with an agreed lump sum, (the Charterers and the Owners shall each select a reputable shipyard in the redelivery range and obtain from such shipyard a quotation for the cost of repairs of the damage. The estimated cost of repairs shall be defined as the average of the two quotations obtained from the two shipyards), a first class bank guarantee or sum a cash deposit to be provided, in the Charterers’ option, covering the expected costs of such repairs.

This Clause 36 shall not apply if the Charterers exercise their purchase option as set out in Clause 40.

The Vessel with everything belonging to her shall be at the Charterers’ risk and expense until she is delivered to the Owners, but subject to the terms and conditions of this Charter she shall be re-delivered and taken over as she was at the time of joint surveys in accordance with clause 7 in this Charter, fair wear and tear excepted.

37.      Familiarisation

The Owners shall have a right to place two representatives on board the Vessel for familiarisation purposes twenty-one (21) days prior to the redelivery of the Vessel to Owners under this Charter.  These representatives shall sign the Charterers’ usual indemnity form. Charterers shall cooperate with Owners’ representatives for their reasonable comments, requests and questions which they may have for familiarisation purpose.

This Clause 37 shall not apply if the Charterers exercise their purchase option as set out in Clause 40.

38.      Owners’ Assignment, Performance Guarantee and Quiet Enjoyment Letter

The Owners warrant that its purpose and business will be the acquisition and bareboat chartering out of the Vessel as contemplated in this Charter and the MOA.

The Owners shall have the right to assign to any and all mortgagees of the Vessel who are banks financing the Vessel any and all of the rights, benefits and interest of the Owners in and to this Charter, including but not limited to assignments of earnings and assignment of this Charter and Vessel’s insurance subject to Clause 41.

The Charterers are entitled to receive a quiet enjoyment letter from the financiers of the Owners, in customary form for these transactions, and the Owners shall also agree to issue a quiet enjoyment letter from the Owners to its customers if so requested by the Charterer's customer. Such quiet enjoyment letters to be on terms acceptable to the Charterers.

The Owners hereby undertake to the Charterers throughout the term of this Charter that, as long as no Charterers’ Default has occurred and is 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 Charterers.

The performance of the Charterers hereunder shall be guaranteed by the Charterers' Guarantor. The guarantee shall be in the format attached hereto as Appendix B.

39.       Transfer of the Vessel

(a) Any change of ownership of the Vessel or of the ownership of the Owners during the Charter Period shall require the Charterers' prior written approval which Charterers shall be at full discretion whether to grant or decline.

(b) The Owners undertake that V7 Fune Inc. shall remain a wholly owned subsidiary of Village Seven Co., Ltd. during the term of this Charter. A change of control in V7 Fune Inc. shall be deemed as owners’ default under Clause 28 of this Charter.

(c) Each of the Owners and Charterers shall during the Charter Period be entitled to assign their rights and obligations to any of their affiliates under the Charter subject to the prior written consent of the other Party, which shall not be unreasonably withheld, and in such case the guarantees granted hereunder shall continue to remain in full force and effect irrespective of the said assignment(s) under the Charter. Each Party shall bear their own costs related to the above assignments.

40.      Charterers’ Options

40.1. Charterers’ Purchase Option

Charterers may purchase the Vessel at any time during the Charter (the "Purchase Option"), starting from the 2nd anniversary of the Delivery Date, or in case of a default hereunder by the Owners, at any time during the Charter at a price (the "Purchase Option Price") calculated as follows:

The Purchase Option Price = [A – [ (A-B) / 365 x C]]*(1+D)

Where:

A: the Loan Outstanding at the end of the year preceding the year in which the Vessel is delivered (i.e. Loan Outstanding in month 24, 36, 48 or 60 as the case may be). If the Vessel is delivered at an exact anniversary of the Delivery Date, "A" in the formula above shall be the same as "B" i.e. Loan Outstanding at the date on which the Vessel is delivered;

B: the Loan Outstanding at the end of the year in which the Vessel is delivered (i.e. in month 24, 36, 48, 60 or 72 as the case may be); and

C: the actual number of days from the beginning of the year in which the Vessel was delivered to (and including) the actual delivery date of the Vessel under the Purchase Option.

D: a premium (the “Purchase Option Premium”) depending on the time of the Vessel delivery as follows:

• 4%, starting from the end of the 24^th month

• 3%, starting from the end of the 36^th month

In case the Charterers’ Extension Option is exercised:

• 2%, starting from the end of the 48^th month

• 1%, starting from the end of the 60^th month.

The Purchase Option Price at the end of the Optional Period of this Charter shall be USD1.00.

Charterers obligation to pay Charter Hire shall cease to apply from the actual delivery date of the Vessel under Purchase Option.

The Charterers must give a minimum of 90 (ninety) days' written notice of their intention to buy the Vessel, subject to the options being exercised in the months from July to March, otherwise the Charterers must give a minimum of 120 (one hundred twenty) days’ written notice of their intention to buy the vessel (from April to June). The Purchase Option Price shall be paid to the Owners upon delivery of the Vessel as per Clause 3 of the MOA attached hereto as Appendix A. The Vessel shall be delivered as soon as possible after expiry of the 90 (ninety) or 120 (one hundred twenty) days' notice and Owners undertake to render the necessary assistance in order to achieve this. Once the Purchase Option has been exercised by Charterers, they may not withdraw same.

The Charterers shall accept the Vessel on an "AS IS, WHERE IS" basis and the Owners shall, take such steps to obtain and furnish such documents and take such other actions as the Charterers may reasonably request in order to facilitate the sale and re-registration of the Vessel under such flag as the Charterers may designate.

With respect to such sale, the Owners warrant that the Vessel at such sale shall be free of any  encumbrances, debts, mortgages and maritime liens whatsoever and that the Owners have not committed any act or omission which would impair title to the Vessel and Owners hereby agree to indemnify and hold harmless Charterers in respect of any and all damages, costs and expenses whatsoever resulting from any breach of such warranty.

The terms and conditions of the form of the MOA attached hereto as Appendix A shall govern the purchase of the Vessel as set out in this Clause 40.

Upon completion of such purchase of the Vessel as set out in this Clause 40, the Charter and all further rights and obligations of the parties hereunder (except for indemnities and other obligations that by their nature should survive the termination of this Charter) shall terminate.

40.2. Charterers’ Extension Option

The Charterers shall have the option to extend the Charter Period for a period of further two (2) years (the "Optional Period") on the same terms and conditions as set forth herein upon giving written notice to the Owners of not less than ninety (90) days prior to the expiration of the Initial Term of the Charter Period.

41. Insurance

(a)　 For the purposes of this Charter, the term "Total Loss" shall mean any actual or constructive or compromised or agreed or arranged total loss of the Vessel including any such total loss as may arise during a requisition for hire.

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

(i)     without prejudice to their obligations under Clause 13 hereof, 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 similar, as the Charterers shall choose with such insurers (including P&I Clubs and war risks Associations) as the Charterers shall choose, provided that all insurances are issued with reputable insurers and that any P&I association which is a member of the International Group of P&I Clubs and the current H&M terms and underwriters shall be deemed to be pre-approved (it being agreed and understood by the Charterers that there shall be no element of self-insurance or insurance through captive insurance companies without the prior written consent of the Owners);

(ii)    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, be endorsed to the effect that payment of a claim for a Total Loss will be made to the Owners (or the Mortgagees as assignees thereof) (who shall upon the receipt thereof apply the same in the manner described in Clause 41(e) hereof);

(iii)   the Charterers shall procure that duplicates or copies of all cover notes, policies and certificates of entry shall be furnished to the Owners for their custody, upon request;

(iv)    the Charterers shall procure that the insurers and the war risk and protection and indemnity associations with which the Vessel is entered shall:

(A)   furnish the Owners and Mortgagee with a letter or letter of undertaking in such form as may from time to time be reasonably required by the Owners, and

(B)   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; and

(v)   the Charterers shall procure that the policies, entries or other instruments evidencing the insurances are endorsed to the effect that the insurers shall give to the Owners not less than five (5) days prior written notification of any amendment, suspension, cancellation or termination of the insurances, unless subject to any automatic termination/cancellation of cover provisions in the relevant insurances, in which event, if such insurances are automatically terminated/cancelled, Owners shall be advised promptly and Charterers shall immediately procure re-instatement or replacement insurances of those terminated/cancelled insurances.

(c)      Notwithstanding anything to the contrary contained in Clauses 13 and 41 (b) hereof, the Vessel shall be kept insured during the Charter Period in respect of marine and war risks on hull and machinery basis  for not less than one hundred and ten per cent (110%) of the Loan Outstanding or the Purchase Option Prices, whichever is higher (hereinafter referred to as the "Minimum Insured Value").

 The Owners may request the Charterers to increase the insurance value above the Minimum Insured Value, however, any additional insurance costs related thereby shall be for the Owners' account.

(d)     If the Vessel becomes a Total Loss or becomes subject to Compulsory Acquisition the chartering of the Vessel to the Charterers hereunder shall cease and the Charterers shall:-

(i) 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 up to the date on which the Total Loss or Compulsory Acquisition occurred as described below (the "Date of Loss") and shall cease to be under any liability to pay any further hire. All hire and any other amounts prepaid by the Charterers relating to the period after the Date of Loss shall be forthwith refunded by the Owners and any hire paid in advance to be adjusted/reimbursed.

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

(A)  an actual total loss of the Vessel shall be deemed to have occurred on the actual date the Vessel was lost but in the event of the date of the loss being unknown 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 on the date that notice claiming such a total loss of the Vessel is given to 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 the date and time 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 Charterers shall be entitled to give notice claiming a constructive total loss but prior to the giving of such notice there shall be consultation between the Charterers and the Owners and the party proposing to give such notice shall be supplied with all such information as such party may request; Each of the Owners and the 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.

(e) All moneys payable under the insurance effected by the Charterers pursuant to Clauses 13 and 41, 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 Mortgagees as assignees thereof) and applied by the Owners (or, as the case may be, the Mortgagees):

FIRSTLY, in payment of all the Owners’ or the Charterers’ 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 Purchase Option Price as per the provisions in clause 40 immediately above, for the year in which the Date of Loss occurs and which shall be calculated pro rata per diem (and determined on the same principles should a Date of Loss occur prior to the Purchase Option being applicable),

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

(f) In respect of partial losses, any payment by insurance underwriters not exceeding USD500,000.00 shall be paid directly to the Charterers who shall apply the same to effect the repairs in respect of which payment

is made. Any moneys in excess of USD 500,000.00 payable under such insurance other than Total Loss shall be paid to the Charterers subject to the prior written consent of the Owners or the Owners’ bank but such consent shall not be unreasonably withheld or delayed. In the absence of such prior written consent the money shall be paid to the Owners or the Owners’ bank who shall apply the same for Charterers' effect of the repairs in respect of which payment is made.

(g) The provisions of Clauses 13 and 41 hereof shall not apply in any way to the proceeds of any additional insurance cover effected by the Owners and/or the Charterers for their own account and benefit.

(h) The Charterers shall promptly notify the Owners of:

(i) any accident to the Vessel involving repairs the cost of which exceeds USD 500,000.00 or the equivalent in any other currencies; or

(ii) any occurrence in consequence whereof the Vessel has become a Total Loss or Compulsory Acquisition.

42.      Inconsistency

In case of any inconsistency between (i) the standard terms of this Charter and (ii) the Rider Clauses, the latter shall prevail.

43.      Registration Fees

Any and all documented fees and charges incurred by the Owners/Buyers in connection with registration or reregistration of the Vessel on delivery or re-delivery of the Vessel, including but not limited to SMBC’s upfront fee, mortgage registration fees, the amount of USD 2,500.00 which shall be payable by the Charterers to the Owners under Clause 16 of the MOA, escrow agent fees, if any, and discharge of mortgage fees at the end of the Charter, to be borne by the Charterers, with the aggregate amount to be limited to USD 150,000.00.

44.      Floating part of charter hire

In the charter hire structure set out in Box 22, the Floating part shall be calculated by Loan Outstanding in the table set out below times (3 Month TERM CME SOFR plus 2.65%) times number of days during the upcoming month divided by 360 days.

3 Month TERM CME SOFR will be set on each applicable Quotation Day, will be updated on a quarterly basis and shall remain stable for three (3) consecutive charter hire payments. Should the 3 Month TERM CME SOFR rate fall below zero, a SOFR rate equal to zero to be applied.

Month	Loan Outstanding
0	13,800,000.00
1	13,608,333.33
2	13,416,666.67
3	13,225,000.00
4	13,033,333.33
5	12,841,666.67

6	12,650,000.00
7	12,458,333.33
8	12,266,666.67
9	12,075,000.00
10	11,883,333.33
11	11,691,666.67
12	11,500,000.00
13	11,308,333.33
14	11,116,666.67
15	10,925,000.00
16	10,733,333.33
17	10,541,666.67
18	10,350,000.00
19	10,158,333.33
20	9,966,666.67
21	9,775,000.00
22	9,583,333.33
23	9,391,666.67
24	9,200,000.00
25	9,008,333.33
26	8,816,666.67
27	8,625,000.00
28	8,433,333.33
29	8,241,666.67
30	8,050,000.00
31	7,858,333.33
32	7,666,666.67
33	7,475,000.00
34	7,283,333.33
35	7,091,666.67
36	6,900,000.00
37	6,708,333.33
38	6,516,666.67
39	6,325,000.00
40	6,133,333.33
41	5,941,666.67
42	5,750,000.00
43	5,558,333.33
44	5,366,666.67
45	5,175,000.00
46	4,983,333.33
47	4,791,666.67
48	4,600,000.00
	Following the exercise of Charterers’ Extension Option:
49	4,408,333.33

50	4,216,666.67
51	4,025,000.00
52	3,833,333.33
53	3,641,666.67
54	3,450,000.00
55	3,258,333.33
56	3,066,666.67
57	2,875,000.00
58	2,683,333.33
59	2,491,666.67
60	2,300,000.00
61	2,108,333.33
62	1,916,666.67
63	1,725,000.00
64	1,533,333.33
65	1,341,666.67
66	1,150,000.00
67	958,333.33
68	766,666.67
69	575,000.00
70	383,333.33
71	191,666.67
72	0.00

45.      Charterers’ information undertaking

(a) The Charterers shall obtain an appraisal report from Clarksons Platou, Braemar ACM, Fearnleys AS, Arrow Valuations, Simpson Spence & Young Limited, Howe Robinson, BRS Group and Allied Shipbroking or any other firm or firms of shipbrokers approved in writing by the Owners as of each last bussiness day of March during the Charter Period and provide such report to the Owners.

(b) The Charterers and/or the Charterers' Guarantor shall provide the Owners with each of its audited or unaudited (in the case of the Charterer) financial reports on an annual basis during the Charter Period within 180 days from each of its financial year end.

46.      Money laundering, sanctions, anti-corruption:

Notwithstanding any other clause in this Charter, each Party warrants, represents and undertakes to the other Party on a continuing basis:

(Money laundering):

that it, and parties acting on its behalf in relation to this Charter, shall observe and abide with, including but not limited any law, official requirement or other regulatory measure or procedure implemented to combat money laundering as defined in any laws or regulations applicable to such Party, and

(Sanctions):

that it, nor any of their directors, executive managers and owners, is sanctioned by USA, the UK, the European union or the United Nations or any other nation or governmental body or organization relevant to the trading of the Vessel under this Charter, and

that it, its directors, executive managers and owners, has not been a party, either directly or indirectly, to any contract or conduct in contravention of any applicable sanctions legislation or directives of either the USA, the UK, the European union or the United Nations or any other nation or governmental body or organization relevant to the trading of the Vessel under this Charter. Moreover, the Party is acting for itself only and is not acting on behalf of any other individual or corporation, and

(Anti-corruption):

that it, its directors, executive managers and owners shall comply with all applicable anti-corruption laws, regulations and contractual provisions, including without limitation the US Foreign Corrupt Practices Act and the UK Bribery Act, and

that it, its directors, executive managers and owners shall not, directly or through third parties, in relation to the Charter, give, promise or attempt to give, or approve or authorize the giving of, anything of value to any person, any public official or any entity for the purpose of:

- securing any improper advantage for either Party;

- inducing or influencing anyone improperly to take action or refrain from taking action in order for either Party to obtain or retain business, or to secure the direction of business to either Party;

- inducing or influencing anyone to use his/her influence with any Government or public international organization for such purpose; and

that:

- to the best of its knowledge, none of its directors, executive managers or owners have carried out any of the actions described above;

- all remuneration received under this Charter is solely intended as compensation for the services expressly provided under this Charter, including the Parties’ related documented costs and expenses, and that it is not receiving remuneration for any other purpose; and,

- neither the Party, nor any of its companies, directors, executive managers or owners shall use any part of said remuneration for any purpose prohibited under this clause 46

(Others):

that neither it, its directors, executive managers and owners, have been suspended from doing business in any form subject to investigation or charged with or sentenced for relevant criminal behaviour, fraud, false statements, corruption or other related activities;

47.      Confidentiality

This Charter including all negotiations, fixtures and written correspondence shall remain strictly confidential between the Owners, the Charterers, financiers/banks and insurance companies provided however that each of the Owners, Charterers and United Maritime Corporation may disclose as much as may be necessary of the terms of this Charter and relevant documentation to their auditors, third party managers, legal counsels, accountants, affiliates and as otherwise may be required by applicable laws or regulations, including but not limited to any stock exchange and/or securities and exchange commission laws and regulations. Any report or release or publication of the lease back shall not be grounds for either the Owners or the Charterers to withdraw from their obligations under this Charter. Press releases or reports as required by stock exchange rules and regulations are allowed.

48.      ETS - EMISSION TRADING SCHEME

Notwithstanding any other provision in this Charter, the Owners and the Charterers agree as follows:

"Emission Allowances" means an allowance, credit, quota, permit or equivalent, representing a right of a vessel to emit a specified quantity of greenhouse gas emissions recognised by the Emission Scheme, or generally in connection with emissions, carbon reduction or other environmental or sustainability national or international laws or regulations applicable to the Vessel and her operation.

"Emission Scheme" means a greenhouse gas emissions trading scheme and any emissions, carbon reduction or other environmental or sustainability national or international laws or regulations applicable to the Vessel and her operation, which for the purposes of this Clause shall include (without limitation) the European Union Emissions Trading System and any other similar systems imposed by any similar or equivalent international, regional, national or local scheme implemented by the IMO or any other lawful national or other authority that regulate the issuance, allocation, trading or surrendering of Emission Allowances.

(i) Subject to any mandatory provisions of any applicable Emissions Scheme and the corresponding national or international laws and regulations, the Charterers shall exercise their best endeavours to take all necessary actions to  be the sole responsible party for compliance with all Emission Scheme obligations in relation to the Vessel, provided this is feasible and legally permissible, pursuant to any domestic or international law or regulation, directed to the Owners as registered or beneficial owners of the Vessel.

(ii) Notwithstanding sub-paragraph (i) above, the Charterers shall be permitted to sub-delegate such Emission Scheme responsibility on to any entity, including without limitation to the relevant holder of Document of Compliance/ISM Company under the ISM Code in respect of the Vessel, as it may be lawfully allowed by the applicable Emission Scheme and subject to the consent of the holder of the Document of Compliance/ISM Company of the Vessel. Such sub-delegation shall be documented in accordance with the requirements imposed by the relevant Emissions Scheme and a signed copy of such documentation shall be provided by or made available to the Owners, as may be applicable, including but not limited to any written mandate requested by the competent authorities.

(iii) The Charterers and the Owners shall co-operate and assist each other to deliver all such forms as are required to be filed to any relevant authorities in relation to the delegation and assumption of any Emission Scheme responsibilities within reasonable time and always in accordance with any deadlines set by the competent authority and the applicable laws or regulations.

(iv) Without limiting the foregoing, throughout the Charter Period, the Charterers or any mandated entity, shall arrange for providing and paying for or otherwise surrendering the Emission Allowances corresponding to the Vessel’s emissions under the scope of the applicable Emission Scheme without any delay whatsoever.

(v) Emission Allowances, taxes, charges, levies, fees, fines, costs or expenses incurred or imposed in connection with any Emissions Scheme, shall be for the Charterers' account and are to be settled directly by them or their mandated entity (subject always to any mandatory provisions of the applicable Emissions Scheme or relevant laws or regulations).

(vi) The Charterers shall use their best endeavours to ensure that the Charterers or any mandated, as above, entity shall comply, sign, acknowledge in writing in any form that may be reasonably required, and provide all such information and documents to the Owners as necessary to enable the Owners and any Emission Scheme obligor to document and evidence to any authority their delegation/mandating of all Emission Scheme obligations in relation to the Vessel (and the assumption of same by the relevant mandated entity), as may be required from time to time during the Charter Period by the Owners, any manager or other mandated entity, and any

(vii) relevant Emission Scheme authority, in conformity with the provisions of this Clause. The Owners shall also ensure to provide the Charterers with all necessary information, documents or details as above and as same may be required by any authorities in connection any applicable Emissions Scheme, including but not limited to opening any accounts and/or surrendering any Emissions Allowances, in order to ensure that the Vessel will comply with any applicable Emissions Scheme laws and regulations.

(viii) The Owners undertake to relay to the Charterers, without delay, any information that might be received by the Owners for any reason whatsoever, including by error of any authority, and which might relate to compliance with any Emission Scheme.

IN WITNESS HEREOF the Owners and the Charterers have signed and executed TWO COPIES of this Charter the day and year first written.

For the Owners:	For the Charterers:
/s/ Mamoru Nanamura	/s/ Stavros Gyftakis
Village Seven Co., Ltd.	Exelixsea Maritime Co.
Mamoru Nanamura	Stavros Gyftakis
Representative Director/ President	Director/ Treasurer
For the Owners:
/s/ Mamoru Nanamura
V7 Fune Inc.
Mamoru Nanamura
Representative Director/ President

List of Appendices:

Appendix A: Memorandum of Agreement for purchase option

Appendix B
Form of performance guarantee

Appendix A

Memorandum of Agreement for purchase option

To be agreed between the parties following Charterers’ written notice to the Owners of their intention to buy the Vessel

Appendix B

Form of performance guarantee

                                                   Date : […] […] 2024

To: Village Seven Co., Ltd.,

6-21, Konan 3-chome, Minato-ku, Tokyo, Japan

and

V7 Fune Inc.

BICSA Financial Center, 60th Floor, Balboa Avenue, Panama City, Republic of Panama

(collectively, the “Owners)

Dear Sirs,

GUARANTEE

In consideration of the entry into by you of a Memorandum of Agreement (hereinafter called the “MOA”) dated […] […] 2024, with Exelixsea Maritime Co. as sellers (hereinafter called “Exelixsea Maritime”) for the sale and purchase of the motor vessel "Exelixsea" with IMO number 9476953 (hereinafter called the “Vessel”) and a Bareboat Charter Party (hereinafter called the “BBCP”) dated […] […] 2024, with Exelixsea Maritime as charterers for the bareboat chartering of the Vessel, we, the undersigned, as the primary obligor, irrevocably and unconditionally guarantee to you and your successors and assignees the due and punctual performance by Exelixsea Maritime of all its liabilities, obligations and responsibilities under the MOA and the BBCP, and any supplements, amendments, changes or modifications hereafter made thereto.

If, at any time, default is made by Exelixsea Maritime in the performance and/or observance of any term, provision, condition, obligation or agreement, or in any other matter or thing pertaining to the MOA or the BBCP, and any supplements, amendments, changes or modifications hereafter made thereto, or in the payment of any sums payable pursuant thereto which are to be complied with by Exelixsea Maritime, its successors or assignees, then we will perform, or cause to be so performed, all terms, provisions, conditions, obligations and agreements contained in the MOA or the BBCP, and any supplements, amendments, changes or modifications hereafter made thereto, and will pay, as our own debt and within three (3) Banking Days (as defined in the BBCP) on demand, any sum that is due and payable in consequence of the non-performance by Exelixsea Maritime, its successors and assignees, of any of the said terms, provisions, conditions, obligations and agreements.

Any demand made by the Owners under this guarantee shall be made in writing signed by an authorized signatory of the Owners and shall specify the default of Exelixsea Maritime and shall be accompanied by a copy of the notice of such default served on Exelixsea Maritime by the Owners together with a statement (if any) that Exelixsea Maritime have failed to remedy such default within any applicable grace period.

We hereby irrevocably and unconditionally agree to indemnify you on demand and keep you indemnified against all costs, charges, expenses, claims, liabilities, losses, duties and fees (including, but not limited to, reasonable and documented legal fees and expenses on a full indemnity basis) and taxes thereon suffered or incurred by you, directly as a result of any breach or non-performance of, or non-compliance by Exelixsea Maritime with, any of its obligations under or pursuant to the MOA or the BBCP, and any supplements, amendments, changes or modifications hereafter made thereto, or as a result of any of those obligations being or becoming void, voidable or unenforceable.

The undersigned hereby affirm and consent to any and all amendments, changes or modifications to be hereafter made to the MOA or BBCP without requesting any further notice and without such amendments, changes or modifications in any way affecting, changing or releasing us from our obligations given under this guarantee.

We hereby represent, warrant and undertake, that:

a) We have full power, authority and capacity to enter into and perform our obligations under this guarantee and have taken all necessary corporate or other action (as the case may be) required to enable us to do so and our entry into of this guarantee will not exceed any power in our constitutional documents;

b) This guarantee constitutes valid and legally binding obligations of us enforceable in accordance with its terms;

c) All consents, licenses, approvals and authorizations of governmental authorities and agencies required to make this guarantee valid, enforceable and admissible in evidence and to authorize and permit the execution, delivery and performance of this guarantee by us have been obtained or made and will remain in full force and effect and there has been no default in the observance of any of the terms or conditions of any of them;

d) We have not taken nor received, and undertake that until all the obligations of Exelixsea Maritime under the MOA or the BBCP, and any supplements, amendments, changes or modifications hereafter made thereto have been paid or discharged in full we will not take or receive, the benefit of any security from Exelixsea Maritime or any other person in respect of our obligations under this guarantee;

e) We will promptly inform you of any occurrence of which we become aware which might adversely affect the ability of us to perform our obligations under this guarantee and will from time to time, if so reasonably requested by you, confirm to you in writing that, save as otherwise stated in such confirmation, no event of default under the BBCP has occurred and is continuing; and

f) We will not assign or transfer any of our rights or obligations under this guarantee.

This guarantee:

a) shall become effective upon signing of the MOA and BBCP and shall only become null and void upon the fulfillment of all obligations of Exelixsea Maritime under the MOA and BBCP whereafter this guarantee shall be immediately returned to us upon such fulfillment;

b) shall be in addition to, and shall not be prejudiced or affected by, any other security for the obligations of Exelixsea Maritime which may be from time to time held by you; and

c) shall not be discharged or prejudiced by the liquidation, bankruptcy or dissolution (or proceedings analogous thereto) of Exelixsea Maritime or the appointment of a receiver or administrative receiver or administrator or trustee or similar officer of any of the assets of Exelixsea Maritime or any term or concessions given by you to Exelixsea Maritime or any other party, or, subject to applicable limitation periods, by anything which you may do or omit to do or by any other dealing or thing whatsoever which but for the provisions of this paragraph might operate to discharge us from liability.

The provisions of clause 31 (Notices) of the BBCP shall apply (mutatis mutandis) to this guarantee.

This guarantee, and all rights and obligations arising hereunder shall be governed by and construed and determined and may be enforced in accordance with the Laws of England.

Any dispute arising out of in connection with this guarantee shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this clause.

The arbitration shall be conducted under and in accordance with London Maritime Arbitrator Association (L.M.A.A.) terms and conditions 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$200,000 (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.

For and on behalf of

United Maritime Corporation (as the “Guarantor”)

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

Name: Stavros Gyftakis

Title: Chief Financial Officer