Exhibit 4.14

BARECON 2017 STANDARD BAREBOAT CHARTER PARTY PART I

Copyright © 2017 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 and 2017.

It is mutually agreed that this Charter Party shall be performed subject to the conditions contained in this Charter Party which shall include the Clauses (as attached) PART I and PART II. In the event of a conflict of conditions, the provisions of the Clauses shall prevail over PART 1 to the extent of such conflict but no further, and the provisions of PART I shall prevail over those of PART II to the extent of such conflict but no further. It is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter Party if expressly agreed and stated in Box 27, 28 and 29. If PART III and/or PART IV and/or PART V applies, it is further agreed that in the event of a conflict of conditions, the provisions of the Clauses, 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. The additional clauses 39 to 82 (both inclusive) and the Schedules attached to this Charter and signed by the Lessor and the Lessee (together the “Additional Clauses”) form an integral part of Part II of this Charter and shall be read and construed together with, and as forming part of, Part II (and this Charter as a whole). Notwithstanding anything to the contrary in this Charter, in the event of a conflict of conditions, the provisions of the Additional Clauses shall prevail over the remaining clauses of Part II and over Part I to the extent of such conflict but no further.

Copyright © 2017 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 and 2017.

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BARECON 2017 Standard Bareboat Charter Party

In this Charter Party:

“Banking Day” means a day on which banks are open in the places stated in Boxes 2, 3, 30 and 31, and, for payments in US dollars, in New York.

“Charterers” means the party identified in Box 3.

“Crew” means the Master, officers and ratings and any other personnel employed on board the Vessel.

“Financial Instrument” means the mortgage, deed of covenant or other such financial security instrument as identified in Box 22.

“Flag State” means the flag state in Box 4 or such other flag state to which the Charterers Lessee may have re-registered the Vessel with the Owners’ Lessor’s consent during the Charter Period.

"Lessee" means the party identified in Box 3.

“Latent Defect” means a defect which could not be discovered on such an examination as a reasonably careful skilled person would make.

“Owners Lessor” means the party identified in Box 2.

“Total Loss” means an actual, constructive, compromised or agreed total loss of the Vessel under the ^C’)⁾insurances.

“Vessel” means the vessel described in Box 4 including its equipment, machinery, boilers, fixtures and fittings.

The Owners haveLessor hasagreed to let and the Charterers Lessee hasve agreed to hire the Vessel for the period stated in Box 16 (“Charter Period”). See also Clause 40.

The Charterers shall have the option to extend the Charter Period by the period stated in Box 18(i) at the rate stated in Box 17(ii), which option shall be exercised by written notice to the Owners latest as stated in Box 18(ii).

Subject to the terms and conditions herein provided, during the Charter Period the Vessel shall be in the full possession and at the absolute disposal for all purposes of the Charterers and under their complete control in every respect.

(not applicable when Part III applies, as stated in Box 27). See Clause 41.

If the Charterers have inspected the Vessel prior to delivery, the Vessel shall be delivered by the Owners in the same condition as at the time of inspection, fair wear and tear excepted.

The Vessel shall be delivered by the Owners and taken over by the Charterers at the port or place stated in Box 8 at such readily accessible safe berth or mooring as the Charterers may direct.

Copyright © 2017 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 and 2017.

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(not applicable when Part III applies, as stated in Box 27). See Clause 41.

The Vessel shall not be delivered before the date stated in Box 10 without the Charterers’ consent and the Owners shall exercise due diligence to deliver the Vessel not later than the date stated in Box 11.

The Owners shall keep the Charterers informed of the Vessel’s itinerary for the voyage leading up to delivery and shall serve the Charterers with the number of days approximate/definite notices of the Vessel’s delivery stated in Box 9. Following the tender of any such notices the Owners shall give or allow to be given to the Vessel only such further employment orders as are reasonably expected when given to allow delivery to occur by the date notified.

(not applicable when Part III applies, as stated in Box 27)

The Charterers and the Charterers’ representatives shall sign the Owners’ usual letter of indemnity prior to embarkation.

The Owners and the Owners’ representatives shall sign the Charterers’ usual letter of indemnity prior to embarkation.

Copyright © 2017 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 and 2017.

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The Charterers shall have the option at delivery and the OwnersLessor shall have the option at redelivery, at their its respective time, cost and expense, to arrange for an underwater inspection by a diver approved by the Classification Society, in the presence of a Classification Society surveyor, to determine the condition of the rudder, propeller, bottom and other underwater parts of the Vessel.

A complete inventory of the Vessel’s equipment, outfit, spare parts and consumable stores on board the Vessel shall be made by the parties on delivery and redelivery of the Vessel.

The Charterers and the OwnersLessor, respectively, shall at the time of delivery and redelivery (if any) take over and pay for all bunker fuels and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums at no cost to the Lessor.:

*Subclauses (a) and (b) are alternatives; state alternative agreed in Box 15. If Box 15 is not filled in, then subclause (a) shall apply.

See Clause 62. At the expiration of the Charter Period the Vessel shall be redelivered by the Charterers and taken over by the Owners at the port or place stated in Box 12 at such readily accessible safe berth or mooring as the Owners may direct.

The Charterers shall keep the Owners informed of the Vessel’s itinerary for the voyage leading up to redelivery and shall serve the Owners with the number of days approximate/definite notices of the Vessel’s redelivery stated in Box 13.

The Charterers warrant that they will not permit the Vessel to commence a voyage (including any preceding ballast voyage) which cannot reasonably be expected to be completed in time to allow redelivery of the Vessel within the Charter Period and in accordance with the notices given. Notwithstanding the above, should the Charterers fail to redeliver the Vessel within the Charter Period, the Charterers shall pay the daily equivalent to the rate of hire stated in Box 17(i) applicable at the time plus ten (10) per cent or the market rate, whichever is the higher, for the number of days by which the Charter Period is exceeded. Such payment of the enhanced hire rate shall be without prejudice to any claims the Owners may have against the Charterers in this respect. All other terms, conditions and provisions of this Charter Party shall continue to apply.

Copyright © 2017 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 and 2017.

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Subject to the provisions of Clause 13 (Maintenance and Operation), the Vessel shall be redelivered to the Owners in the same condition and class as that in which it was delivered, fair wear and tear not affecting class excepted.

The Vessel upon redelivery shall have her survey cycles up to date and class certificates valid and unextended for at least the number of months agreed in Box 6(ii) free of any conditions or recommendations. If Box 6(ii) is not filled in, then six (6) months shall apply.

All plans, drawings and manuals (excluding ISM/ISPS manuals) and maintenance records shall remain on board and accessible to the Owners upon redelivery. Any other technical documentation regarding the Vessel which may be in the Charterers’ possession shall promptly after redelivery be forwarded to the Owners at their expense, if they so request. The Charterers may keep the Vessel’s log books but the Owners shall have the right to make copies of the same.

The Vessel shall be employed in lawful trades for the carriage of lawful merchandise within the trading limits stated in Box 14.

The Charterers Lessee undertake not to employ the Vessel or allow the Vessel to be employed otherwise than in conformity with the terms of the contracts of insurance (including any warranties expressed or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as to additional premium or otherwise as the insurers may require.

The Charterers Lessee will not do or permit do be done anything which might cause any breach or infringement of the laws and regulations of the Flag State, or of the places where the Vessel trades.

Notwithstanding any other provisions contained in this Charter Party it is agreed that nuclear fuels or radioactive products or waste are specifically excluded from the cargo permitted to be loaded or carried under this Charter Party. This exclusion does not apply to radio isotopes used or intended to be used for any industrial, commercial, agricultural, medical or scientific purposes provided the Owners’ Lessor’s prior approval has been obtained to loading thereof. See also Clauses 56, 57 and 58.

The Charterers Lessee shall properly maintain the Vessel in a good state of repair, in efficient operating condition and in accordance with good commercial maintenance practice and, at their its own expense, maintain the Vessel’s Class with the Classification Society stated in Box 4 and all necessary certificates.

Copyright © 2017 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 and 2017.

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AMT = agreed amount stated in Box 21(ii)

CRM = cost of Required Modification

MEL = modification’s expected life in years

VEL = the Vessel’s expected remaining life in years stated in Box 21(iii) less the number of years between the date of delivery and the date of the modification.

RPY = remaining charter period in years

(i) If the Required Modification is expected to last for the remaining life of the Vessel, then:

Charterers’ portion of costs =

(ii) If the Required Modification is not expected to last the remaining life of the Vessel, then:

Charterers’ portion of costs =

*Subclauses 13(b)(i) and 13(b)(ii) are alternatives, state alternative agreed in Box 21(i). If Box 21(i) is not filled in, then subclause 13(b)(i) shall apply.

The Charterers Lessee shall maintain financial security or responsibility in respect of third party liabilities as required by any government, including federal, state or municipal or other division or authority thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place, territorial or contiguous waters of any country, state or municipality in performance of this Charter Party without any delay. This obligation shall apply whether or not such requirements have been lawfully imposed by such government or division or authority thereof. The Charterers Lessee shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy such requirements at the Charterers’ Lessee’s sole expense and the Charterers Lessee shall indemnify the Owners Lessor against all consequences whatsoever (including loss of time) for any failure or inability to do so.

The Charterers Lessee shall at their its own expense crew, victual, navigate, operate, supply, fuel, maintain and repair the Vessel during the Charter Period and they it shall be responsible for all costs and expenses

Copyright © 2017 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 and 2017.

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whatsoever relating to their its use and operation of the Vessel, including any taxes and fees. The Crew shall be the servants of the Charterers Lessee for all purposes whatsoever, even if for any reason appointed by the Owners Lessor. The Lessee shall comply with the regulations regarding officers and Crew in force in the Flag State or any other applicable law.

The Charterers Lessee shall keep the Owners Lessor advised of the intended employment, planned dry-docking and major repairs of the Vessel, as reasonably required by the Owners Lessor.

During the Charter Period, the Charterers Lessee shall have the liberty to paint the Vessel in their its own colours, install and display their its funnel insignia and fly their own house flag. The Charterers shall also have the liberty, with the Owners’ prior written consent, which shall not be unreasonably withheld, to change the flag and/or the name of the Vessel during the Charter Period. Painting and re-painting, instalment and re-instalment, registration and re-registration, if required by the Owners Lessor, shall be at the Charterers’ Lessee’s expense and time.

Subject to subclause 13(b) (New Class and Other Regulatory Requirements), the Charterers shall make no structural or substantial changes to the Vessel without the Owners’ prior written approval. If the Owners agree to such changes, the Charterers shall, if the Owners so require, restore the Vessel, prior to redelivery of the Vessel, to its former condition.

The Charterers Lessee shall have the use of all outfit, equipment and spare parts on board the Vessel at the time of delivery, provided the same or their substantial equivalent shall be returned to the Owners Lessor on redelivery in the same good order and condition as on delivery as per the inventory (see Clause 8 (Inventories)), ordinary wear and tear excepted. The Charterers Lessee shall from time to time during the Charter Period replace such equipment that become unfit for use. The Charterers Lessee shall procure that all repairs to or replacement of any damaged, worn or lost parts or equipment will be effected in such manner (both as regards workmanship and quality of materials, including spare parts) as not to diminish the value of the Vessel.

The Charterers have Lessee has the right to fit additional equipment at their expense and risk but the Lessee Charterers shall remove such equipment at the end of the Charter Period if requested by the Owners Lessor. Any hired equipment on board the Vessel at the time of delivery shall be kept and maintained by the Charterers Lessee and the Charterers Lessee shall assume the obligations and liabilities of the Owners Lessor under any lease contracts in connection therewith and shall reimburse the Owners Lessor for all expenses incurred in connection therewith, also for any new hired equipment required in order to comply with any regulations.

The Charterers Lessee shall dry-dock the Vessel and clean and paint her underwater parts whenever the same may be necessary, but not less than once in every every sixty (60) calendar months or such other period as may be required by the Classification Society or Flag State.

See Clause 56.12. The Owners shall have the right at any time after giving reasonable notice to the Charterers to inspect the Vessel or instruct a duly authorised surveyor to carry out such inspection on their behalf to ascertain its condition and satisfy themselves that the Vessel is being properly repaired and maintained or for

Copyright © 2017 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 and 2017.

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any other commercial reason they consider necessary (provided it does not unduly interfere with the commercial operation of the Vessel).

The fees for such inspections shall be paid for by the Owners. All time used in respect of inspection shall be for the Charterers’ account and form part of the Charter Period.

The Charterers Lessee shall furnish also permit the Owners to inspect the Vessel’s class records, log books, certificates, maintenance and other records whenever requested and shall whenever required by the Owners Lessor furnish them with full information regarding any casualties or other accidents or damage to the Vessel.

Failure by the Charterers to pay hire due in full within three (3) Banking Days of their receiving a notice from Owners shall entitle the Owners, without prejudice to any other rights or claims the Owners may have against the Charterers, to terminate this Charter Party at any time thereafter, as long as hire remains outstanding.

Copyright © 2017 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 and 2017.

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(only to apply if Box 22 has been appropriately filled in). See Clauses 52.1(tg) and 57.6.

*(Optional, Subclauses 16(a) and 16(b) are alternatives; indicate alternative agreed in Box 22).

(i) The value of the Vessel for hull and machinery (including increased value) and war risks insurance is the sum stated in Box 23, or such other sum as the parties may from time to time agree in writing. The party insuring the Vessel shall do so on such terms and conditions and with such insurers as the other party shall approve in writing, which approval shall not be unreasonably withheld, and shall name the other party as co-assured.

(ii) Notwithstanding that the parties co-assured, these insurance provisions shall neither exclude nor discharge liability between the Owners and the Charterers under this Charter Party, but are intended to secure payment of the loss insurance proceeds as a first resort to make good the Owners’ loss. If such payment is made to the Owners it shall be treated as satisfaction (but not exclusion or discharge) of the Charterers’ liability towards the Owners. For the avoidance of doubt, such payment is no bar to a claim by the Owners and/or their insurers against the Charterers to seek indemnify by way of subrogation.

(iii) Nothing herein shall prejudice any rights of recovery of the Owners or the Charterers (or their insurers) against third parties.

(i) During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against hull and machinery, war, and protection and indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with subclause 13(c) (Financial Security)).

(ii) Such insurances shall be arranged by the Charterers to protect the interests of the Owners and the Charterers and the mortgagee(s) (if any), and the Charterers shall be at liberty to protect under such insurances the interests of any managers they may appoint.

(iii) The Charterers shall upon the request of the Owners, provide information and promptly execute such documents as may be required to enable the Owners to comply with the insurance provisions of the Financial Instrument.

Copyright © 2017 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 and 2017.

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BARECON 2017 Standard Bareboat Charter Party

(i) During the Charter Period the Vessel shall be kept insured by the Owners at their expense against hull and machinery and war risks. The Charterers shall progress claims for recovery against any third parties for the benefit of the Owners’ and the Charterers’ respective interests.

(ii) During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with subclause 13(c) (Financial Security)).

(iii) In the event that any act or negligence of the Charterers prejudices any of the insurances herein provided, the Charterers shall pay to the Owners all losses and indemnify the Owners against all claims and demands which would otherwise have been covered by such insurances.

*Subclauses 17(b) and 17(c) are alternatives, state alternative agreed in Box 24. If Box 24 is not filled in, then subclause 17(b) (Charterers to Insure) shall apply.

See Clause 56.3 and 56.4. (a) Subject to the provisions of any Financial Instrument, and the approval of the Owners, the Charterers shall effect all insured repairs, and undertake settlement of all miscellaneous expenses in connection with such repairs as well as all insured charges, expenses and liabilities.

To the extent of coverage under the insurances provided for under the provisions of subclause 17(c) (Owners to Insure), the Charterers shall be reimbursed under the Owners’ insurances for such expenditures upon presentation of accounts.

See Clause 60 (a) The Charterers shall be liable to the Owners by way of damages if the Vessel becomes a Total Loss. Subject to the provisions of any Financial Instrument, if the Vessel becomes a Total Loss, all insurance payments for such loss shall be paid to the Owners who shall distribute the monies between the Owners and the Charterers according to their respective interests, which shall satisfy (but not exclude or discharge) the Charterers’ liability to the Owners thereof. The Charterers undertake to notify the Owners and the mortgagee(s), if any, of any occurrences in consequence of which the Vessel is likely to become a Total Loss.

Copyright © 2017 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 and 2017.

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BARECON 2017 Standard Bareboat Charter Party

The Owners Lessor shall have a lien upon all cargoes, hires and freights (including deadfreight and demurrage) belonging or due to the Charterers Lessee or any sub-charterers, for any amounts due under this Charter Party and the Charterers shall have a lien on the Vessel for all monies paid in advance and not earned.

The Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the Owners in the Vessel. See Clause 51.1(t)

In such circumstances the Owners shall indemnify the Charterers against any loss, damage or expense incurred by the Charterers (including hire paid under this Charter Party) as a direct consequence of such arrest or detention.

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

If the Vessel becomes a wreck, or any part of the Vessel is lost or abandoned, and is an obstruction to navigation or poses a hazard and has to be raised, removed, destroyed, marked or lit by order of any lawful authority having jurisdiction over the area or as a result of any applicable law, the Lessee Charterers shall be liable for any and all expenses in connection with the raising, removal, destruction, lighting or marking of the Vessel and shall indemnify the Owners Lessor against any sums whatsoever, which the Owners Lessor become liable to pay as a consequence. See also Clause 47.3(d)

The Owners Lessor shall not contribute to General Average.

See Clause 71. (a) The Charterers shall not assign or novate this Charter Party nor sub-charter the Vessel on a bareboat basis except with the prior consent in writing of the Owners, which shall not be unreasonably withheld, and subject to such terms and conditions as the Owners shall approve.

Copyright © 2017 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 and 2017.

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(Optional, to apply only if Box 25 filled in)

The Charterers Lessee undertakes to furnish, before delivery of the Vessel, a guarantee or bond in the amount of and from the entity stated in Box 25 in a form acceptable to the Owners Lessor as guarantee for full performance of their the Lessee’s obligations under this Charter Party.

See Clauses 51.1(w) and 52.1(m). (a) The parties agree that in connection with the performance of this Charter Party they shall each:

(i) comply at all times with all applicable anti-corruption legislation and have procedures in place that are, to the best of its knowledge and belief, designed to prevent the commission of any offence under such legislation by any member of its organisation and/or by any person providing services for it or on its behalf; and

(ii) make and keep books, records, and accounts which in reasonable detail accurately and fairly reflect the transactions in connection with this Charter Party.

(i) at any time the other party or any member of its organisation has committed a breach of any applicable anti-corruption legislation in connection with the Charter Party, and

(ii) such breach causes the non-breaching party to be in breach of any applicable anti-corruption legislation.

Any such right to terminate must be exercised without undue delay.

See Clauses 42.3, and 52.1(m) and 54.15. (a) The provisions of this clause shall apply in relation to any sanction, prohibition or restriction imposed on any specified persons, entities or bodies including the designation of specified vessels or fleets under United Nations Resolutions or trade or economic sanctions, laws or regulations of the European Union or the United States of America.

Copyright © 2017 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 and 2017.

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BARECON 2017 Standard Bareboat Charter Party

sanctions, prohibitions, restrictions or designation referred to in subclause (a) which prohibit or render unlawful any performance under this Charter Party. The Owners further warrant that the Vessel is not a designated vessel.

given by any body acting with powers to compel compliance, including where applicable the Owners’ Flag State. In the absence of any such orders, directions, laws or regulations, the party not in breach may, in its option, terminate the Charter Party forthwith in accordance with Clause 31 (Termination).

See Clause 2361. (a) In the event of the requisition for hire of the Vessel by any governmental or other competent authority at any time during the Charter Period, this Charter Party shall not be deemed to be frustrated or otherwise terminated. The Charterers shall continue to pay hire according to the Charter Party until the time when the Charter Party would have expired or terminated pursuant to any of the provisions hereof. However, if any requisition hire or compensation is received by the Owners for the remainder of the Charter Period or period of the requisition, whichever is shorter, it shall be payable by the Owners to the Charterers.

See Clauses 41, 42, 63, 65 and 66. (a) Charterers’ Default

The Owners shall be entitled to terminate this Charter Party by written notice to the Charterers under the following circumstances and to claim damages including, but not limited to, for the loss of the remainder of the Charter Party:

(i) Non-payment of hire (see Clause 15 (Hire)).

(ii) Charterers’ failure to comply with the requirements of:

(1)       Clause 11 (Trading Restrictions); or

(2)       Subclause 17(b) (Charterers to Insure).

Copyright © 2017 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 and 2017.

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(iii) The Charterers do not rectify any failure to comply with the requirements of subclause 13(a) (Maintenance) as soon as practically possible after the Owners have notified them to do so and in any event so that the Vessel’s insurance cover is not prejudiced.

The Charterers shall be entitled to terminate this Charter Party with immediate effect by written notice to the Owners and to claim damages including, but not limited to, for the loss of the remainder of the Charter Party:

(i) If the Owners shall by any act or omission be in breach of their obligations under this Charter Party to the extent that the Charterers are deprived of the use of the Vessel and such breach continues for a period of fourteen (14) running days after written notice thereof has been given by the Charterers to the Owners; or

(ii) if the Owners fail to arrange or maintain the insurances in accordance with subclause 17(c) (Owners to Insure).

This Charter Party shall be deemed to be terminated, without prejudice to any accrued rights or obligations, if the Vessel becomes lost either when it has become an actual total loss or agreement has been reached with the Vessel’s underwriters in respect of its constructive total loss or if such agreement with the Vessel’s underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred, or has been declared missing. The date upon which the Vessel is to be treated as declared missing shall be ten (10) days after the Vessel was last reported or when the Vessel is recorded as missing by the Vessel’s underwriters, whichever occurs first.

Either party shall be entitled to terminate this Charter Party with immediate effect by written notice to the other party if that other party has a petition presented for its winding up or administration or any other action is taken with a view to its winding up (otherwise than for the purpose of solvent reconstruction or amalgamation), or becomes bankrupt or commits an act of bankruptcy, or makes any arrangement or composition for the benefit of creditors, or has receiver or manager or administrative receiver or administrator or liquidator appointed in respect of any of its assets, or suspends payments, or anything analogous to any of the foregoing under the law of any jurisdiction happens to it, or ceases or threatens to cease to carry on business.

In the event of the early termination of this Charter Party in accordance with the applicable provisions of this Charter Party, the Owners shall have the right to repossess the Vessel from the Charterers at its current or next port of call, or at a port or place convenient to them without hindrance or interference by the Charterers, courts or local authorities. Pending physical repossession of the Vessel, the Charterers shall hold the Vessel as gratuitous bailee only to the Owners. The Owners shall arrange for an authorised representative to board the Vessel as soon as reasonably practicable following the termination of this Charter Party. The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon the boarding of the Vessel by the Owners’ representative. All arrangements and expenses relating to the settling of wages, disembarkation and repatriation of the Crew shall be the sole responsibility of the Charterers.

Copyright © 2017 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 and 2017.

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BARECON 2017 Standard Bareboat Charter Party

See Clauses 81 and 83. (a)* This Charter Party shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Charter Party 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 in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (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 fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (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 the 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 USD 100,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

In cases where the claim or any counterclaim exceeds the sum agreed for the LMAA Small Claims Procedure and neither the claim nor any counterclaim exceeds the sum of USD 400,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Intermediate Claims Procedure current at the time when the arbitration proceedings are commenced.

In cases where neither the claim nor any counterclaim exceeds the sum of USD 100,000 (or such other sum as the parties may agree) the arbitration shall be conducted ‘n accordance with the SMA Rules for Shortened Arbitration Procedure current as of the date of this Charter’

Any dispute arising out of or in connection with this Charter Party, including any question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration in Singapore in accordance with the Singapore International Arbitration Act (Chapter 143A) and 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 in accordance with the Arbitration Rules of the Singapore Chamber of Maritime Arbitration (SCMA) current at the time when the arbitration proceedings are commenced.

The reference to arbitration of disputes under this Clause 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 and give notice that it has done so within fourteen

Copyright © 2017 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 and 2017.

PART II
BARECON 2017 Standard Bareboat Charter Party

(14) calendar days of that notice and stating that it will appoint its own arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not give notice that it has done so within the fourteen (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 USD 150,000 (or such other sum as the parties may agree) the arbitration shall be conducted before a single arbitrator in accordance with the SCMA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

**Delete whichever does not apply. If neither or both are deleted, then English law shall apply by default.

(i) Either party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation by service on the other party of a written notice (the “Mediation Notice”) calling on the other party to agree to mediation.

(ii) The other party shall thereupon within fourteen (14) calendar days of receipt of the Mediation Notice confirm that they agree to mediation, in which case the parties shall thereafter agree a mediator within a further fourteen (14) calendar days, falling which on the application of either party a mediator will be appointed promptly by the Arbitration Tribunal (“the Tribunal”) or such person as the Tribunal may designate for that purpose. The mediation shall be conducted in such place and in accordance with such procedure and on such terms as the parties may agree or, in the event of disagreement, as may be set by the mediator.

(iii) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and may be taken into account by the Tribunal when allocating the costs of the arbitration as between the parties.

(iv) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers necessary to protect its interest.

(v) Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall continue during the conduct of the mediation but the Tribunal may take the mediation timetable into account when setting the timetable for steps in the arbitration.

(vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in the mediation and the parties shall share equally the mediator’s costs and expenses.

(vii) The mediation process shall be without prejudice and confidential and no information or documents disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under the law and procedure governing the arbitration.

(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.) *Subclauses (a), (b), (c) and (d) are alternatives; indicate alternative agreed in Box 26.

Copyright © 2017 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 and 2017.

PART II
BARECON 2017 Standard Bareboat Charter Party

If Box 26 in Part I is not appropriately filled in, subclause (a) of this Clause shall apply. Subclause (e) shall apply in all cases except for alternative (b).

See Clause 73. All notices, requests and other communications required or permitted by any clause of this Charter Party shall be given in writing and shall be sufficiently given or transmitted if delivered by hand, email, express courier service or registered mail and addressed if to the Owners as stated in Box 30 or such other address or email address as the Owners may hereafter designate in writing, and if to the Charterers as stated in Box 31 or such other address or email address as the Charterers may hereafter designate in writing. Any such communication shall be deemed to have been given on the date of actual receipt by the party to which it is addressed.

See Clause 74. If by reason of any enactment or judgment any provision of this Charter Party shall be deemed or held to be illegal, void or unenforceable in whole or in part, all other provisions of this Charter Party shall be unaffected thereby and shall remain in full force and effect.

This Charter and other Operative DocumentsThis Charter Party is the entire agreement of the parties, which supersedes all previous written or oral understandings and which may not be modified except by a written amendment signed by both parties.

The headings of this Charter Party are for identification only and shall not be deemed to be part hereof or be taken into consideration in the interpretation or construction of this Charter Party.

The singular includes the plural and vice versa as the context admits or requires.

Copyright © 2017 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 and 2017.

PART III
BARECON 2017 Standard Bareboat Charter Party
PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY
(OPTIONAL, only applicable if Box 27 has been completed)

(i) The date of delivery for the purpose of this Charter shall be the date (the “Delivery Date”) when the Vessel is in fact delivered by the Builders to the Owners in accordance with the Building Contract, whether that is before or after the scheduled delivery date under the Building Contract. The Owners shall be under no responsibility for any delay whatsoever in delivery of the Vessel to the Charterers under this Charter Party, except to the extent caused solely by the Owners’ acts or omissions resulting in a default by the Owners under the Building Contract. The Owners shall be responsible to the Charterers for any direct losses incurred by the Charterers, if the Vessel is not delivered to the Owners due solely to the Owners’ acts or omissions resulting in a default by the Owners under the Building Contract.

(ii) The Owners and the Charterers shall on the Delivery Date sign a Protocol of Delivery and Acceptance evidencing delivery of the Vessel hereunder.

(ii) If for any reason other than a default by the Owners under the Building Contract, the Builders become entitled under that Contract not to deliver the Vessel and exercise that right, the Owners shall be entitled to cancel this Charter Party by written notice to the Charterers.

(iii) If for any reason the Owners become entitled to cancel the Building Contract and exercise that right, the Owners shall be entitled to cancel this Charter Party by written notice to the Charterers. If, however, the Owners do not exercise their right to cancel the Building Contract, the Charterers shall be entitled to cancel this Charter Party by written notice to the Owners.

Copyright © 2017 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 and 2017.

PART III
BARECON 2017 Standard Bareboat Charter Party
PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY
(OPTIONAL, only applicable if Box 27 has been completed)

Copyright © 2017 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 and 2017.

PART IV
BARECON 2017 Standard Bareboat Charter Party
PURCHASE OPTION
(OPTIONAL, only applicable if Box 28 has been completed)

Copyright © 2017 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 and 2017.

PART V
BARECON 2017 Standard Bareboat Charter Party
PROVISIONS TO APPLY FOR VESSELS REGISTERED IN A BAREBOAT CHARTER REGISTRY
(OPTIONAL, only to apply if expressly agreed and stated in Box 29)

“Bareboat Charter Registry” shall mean the registry stated in Box 29(ii) whose flag the Vessel will fly and in which the Charterers are registered as the bareboat charterers during the period of this Charter Party.

“Underlying Registry” shall mean the registry stated in Box 29(i) in which the Owners of the Vessel are registered as Owners and to which jurisdiction and control of the Vessel will revert upon termination of the Bareboat Charter registration.

Copyright © 2017 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 and 2017.

NML VIOLETTA INC.
(AS LESSOR)

AND

GSL VIOLETTA LLC
(AS LESSEE)

__________________________________________________________________

ADDITIONAL CLAUSES TO THE “BARECON 2017” FORM BAREBOAT CHARTER
DATED 12 MAY 2021

IN RESPECT OF
M.V. “GSL VIOLETTA”

__________________________________________________________________

CONTENTS

In this Charter:

“Acceptance Certificate” means a certificate substantially in the form set out in Schedule 2 (Form of Acceptance Certificate).

“Account” means any bank account, deposit or certificate of deposit opened, made or established in accordance with Clause 46 (Accounts).

“Account Bank” means CIT Bank, N.A. of 11 West 42nd Street, 12th Floor, New York, NY 10036 or such other third party bank acceptable to the Lessor.

“Account Security” means, in relation to an Account, a deed or other instrument executed by the Lessee in favour of the Lessor in an agreed form conferring a Lien over such Account.

“Administration Fee” means the fee set out in Clause 44.1 (Fees).

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“After Tax Basis” means, with respect to any payment to be made by any Relevant Party or any Manager under any Operative Document, an amount which (after deduction of any Taxes for which the Relevant Party or any Manager is responsible) is equal to the payment due to be received by the recipient had no such Taxes been imposed.

“Anti-Money Laundering Laws” means all applicable financial record-keeping and reporting requirements, anti-money laundering statutes (including all applicable rules and regulations thereunder) and all applicable related or similar laws, rules, regulations or guidelines, of all jurisdictions including and without limitation, the United States of America, the European Union and the United Kingdom and which in each case are (a) issued, administered or enforced by any governmental agency having jurisdiction over any Relevant Party or any Manager or the Lessor; (b) of any jurisdiction in which any Relevant Party or any Manager or the Lessors conduct business; or (c) to which any Relevant Parties or the Lessor is subjected or subject to.

“Approved Brokers” means any firm of insurance brokers appointed by the Lessee, as may from time to time be approved in writing by the Lessor (such approval not be unreasonably withheld).

“Approved Valuer” means Kontiki Shipbrokers Ltd., Maersk Brokers K/S, Barry Rogliano Salles, Howe Robinson Partners or such other first class shipbrokers who are members of the Institute of Chartered Shipbrokers (or, in each case, any Affiliate of such shipbrokers through which valuations are commonly issued) as may be mutually agreed by the Lessee and the Lessor.

“Arrangement Fee” means the fee set out in Clause 44.1 (Fees).

“Asset Coverage Threshold” has the meaning given to it in Clause 59 (Asset Coverage Threshold).

“Auditors” means PriceWaterhouseCooper or such other reputable international firm of accountants approved by the Lessor.

“Authorisation” means:

“Balloon Rental” means an amount in Dollars equal to the lesser of (1) 6.45% of the Purchase Price and (ii) $950,000, as may be reduced from time to time in accordance with the terms of this Charter and payable on the last Payment Date as set out in the relevant Payment Schedule.

“Base Rate” means 3 months LIBOR.

“Bill of Sale” has the meaning given to it in the Memorandum of Agreement.

“Break Costs” means the amount (if any) of all Losses incurred by the Lessor (other than the margin or any other early termination costs payable by the Lessor to the Finance Parties pursuant to the Facility Agreement) in liquidating, prepaying or redeploying funds borrowed, contracted for, or utilised to fund the Lessor in connection with its payment of the Purchase Price or acquisition of the Vessel and the Memorandum of Agreement or the charter of the Vessel under this Charter being terminated, rescinded, cancelled or repudiated on a date which is not a Payment Date.

“Business Day” means a day (other than a Saturday or Sunday):

“BWTS Works” means the machinery and equipment (including those relating to its installation) comprising the ballast water treatment systems for the Vessel and all the works relating to the engineering, commissioning and testing of such systems.

“Change of Control” means:

“Classification Society” means the classification society named in Box 10, Part I or such other classification society being a member of IACS as may be approved by the Lessor from time to time (such approval to be deemed granted for American Bureau of Shipping, Bureau Veritas, DNV.GL and R.I.NA.).

“Charter Period” means the period from the Delivery Date until the Expiry Date unless otherwise terminated, cancelled or rescinded earlier in accordance with the terms of this Charter.

“Code” means the US Internal Revenue Code of 1986.

“Commercial Manager” means the Initial Commercial Manager or such other company being an experienced and reputable commercial ship management company as shall be approved in writing by the Lessor (such approval not to be unreasonably withheld or delayed) to carry out the commercial management of the Vessel.

“Cut-off Date” means 31 May 2021 or such other date as the Lessor and the Lessee may agree in writing.

“Creditor Party” means each of the Lessor, any Receiver or Delegate and “Creditor Parties” means together all or any of them.

“Delegate” means any delegate, agent, attorney or Receiver appointed by the Lessor under any of the Operative Documents.

“DSRA Account” means the debt service reserve account of the Lessee opened and maintained, or as the context may require, to be opened by the Lessee with the Account Bank with the account number listed in the schedule to the relevant Account Security.

“DSRA Period” has the meaning given to it in paragraph (b) of Clause 46.2 (Payments of Earnings etc)

“Default Rate” means the percentage rate per annum which is 2% per annum over the Floating Rate.

“Delivery” means the time when:

“Delivery Date” means the date on which Delivery occurs.

“Dollars” and “$” mean the lawful currency of the United States of America.

“Early Termination Event” means any event or circumstance described in Clause 49 (Illegality) or Clause 50 (Increased Costs).

“Earnings” means:

“Environmental Authorisation” means any Authorisation required at any time under Environmental Law.

“Environmental Claims” means any claim in connection with any violation of an Environmental Law or Environmental Authorisation which is likely to give rise to any material liability on the part of the Lessee or any Manager.

“Environmental Incident” means any Spill:

“Environmental Law” means any environmental law, regulation or direction having the force of law in any jurisdiction applicable to the Lessee and/or the relevant Manager and/or the Vessel.

“EU Ship Recycling Regulation” means Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC (Text with EEA relevance).

“Expiry Date” means the date falling fifty seven (57) months after the Delivery Date.

“Facility Agreement” means the facility agreement entered into or to be entered into between the Lessor and the Finance Parties for financing or refinancing of the acquisition cost of the Vessel.

“Fair Market Value” has the meaning given to it in paragraph (a) of Clause 59.1 (Valuations).

“Fair Market Value at Closing” has the meaning given to it in paragraph (a) of Clause 59.1 (Valuations).

“FATCA” means:

“FATCA Deduction” means a deduction or withholding from a payment under an Operative Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Fee Letter” means any letter dated on or about the date of this Charter between the Lessee and the Lessor setting out any of the fees referred to in Clause 44.1 (Fees).

“Finance Documents” means:

and “Finance Document” means any of them.

“Finance Parties” has the meaning given to it in the Facility Agreement.

“Financial Indebtedness” means any indebtedness for or in respect of:

“Fixed Rent” means, in respect of a Payment Date, the amount in Dollars being:

as each such amount may be reduced pro rata to the extent the Purchase Price is less than $14,734.500 and/or by any prepayment under Clause 59.2 (Security Coverage Ratio) and as more particularly set out originally in the Acceptance Certificate and the fifth (5th) column of the relevant Payment Schedule.

“Flag State” means the Republic of Liberia or such other state as the Lessee shall nominate and shall be approved by the Lessor in writing (such consent not be unreasonably withheld).

“Floating Rate” means the percentage rate per annum which is the aggregate of (i) the Base Rate applicable on the relevant Quotation Day and (ii) the Margin.

“GAAP” means generally accepted accounting principles in the United States of America.

“General Assignment” means the Lessee’s assignment entered into or to be entered into between the Lessee and the Lessor, in respect of, amongst other things:

“Governmental Agency” means any government or any governmental agency, semi-governmental or judicial entity or authority (including any stock exchange or any self-regulatory organisation established under statute).

“Group” means the Guarantor and its Subsidiaries for the time being.

“Group Member” means any member of the Group.

“Guarantee” means a guarantee of the Lessee’s or any other Relevant Party’s payment and performance obligations under any Operative Document to be executed by the Guarantor in favour of the Lessor.

“Guarantor” means Global Ship Lease, Inc., a corporation organised and existing under the laws of the Marshall Islands, having its registered business address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.

“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.

“Increased Costs” has the meaning ascribed to it in Clause 50.1 (Increased Costs).

“Indemnitee” means:

“Initial Commercial Manager” means Conchart Commercial Inc., a corporation organised and existing under the laws of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.

“Initial Technical Manager” means Technomar Shipping Inc., a corporation organised and existing under the laws of Liberia with its registered office at 80 Broad street, Monrovia, Liberia.

“Insurance Proceeds” means any amounts payable in consequence of a claim under any of the Insurances.

“Insurances” means, in relation to the Vessel:

in the name of the Lessee or the joint names of the Lessee and any other person in respect of or in connection with the Vessel and/or (if applicable) its Earnings and includes al► benefits thereof (including the right to receive claims and to return of premiums).

“Interpolated Screen Rate” means the rate (rounded to the same number of decimal places as the two (2) relevant Screen Rates) which results from interpolating on a linear basis between (i) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the relevant period between one Payment Date and the next (or such other period as may be selected by the Lessor pursuant to Clause 44.8 (Default Interest)) and (ii) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the relevant period between one Payment Date and the next (or such other period as may be selected by the Lessor pursuant to Clause 44.8 (Default Interest).

“Inventory of Hazardous Material” means a statement of compliance issued by a classification society being a member of 1ACS and which includes a list of any and all materials known to be potentially hazardous utilised in the construction of Vessel and which also may be referred to as a List of Hazardous Material.

“ISM Code” means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention constituted pursuant to Resolution A.741(18) (as amended by MSC 104(73) and A.913(22) (superseding A.788(19) of the International Maritime Organisation and incorporated into the Safety of Life at Sea Convention 1974, and includes any extensions of it and any regulations issued under it, as the same may be amended, supplemented or superseded from time to time.

“ISSC” means a valid and current International Ship Security Certificate issued under the 1SPS Code.

“ISPS Code” means the International Ship and Port Facility Security Code of the International Maritime Organisation incorporated into the Safety of Life at Sea Convention 1974 and includes any amendments or extensions of it and any regulation issued pursuant to it, as the same may be amended, supplemented or superseded from time to time.

“Legal Reservations” means:

“Lessor Account Bank” means CIT Bank, N.A. of 11 West 42nd Street, 12th Floor, New York, NY 10036 or any other bank or financial institution with which the Payment Account is at any time held.

“Letter of Quiet Enjoyment A” means a letter to be delivered by the Security Agent to the Lessee in accordance with Clause 57.6 (Mortgage and Letter of Quiet Enjoyment) hereof, which, for the avoidance of any doubt, shall include step-in rights in favour of the Security Agent.

“Letter of Quiet Enjoyment B” means a letter to be delivered by the Lessor to the Sub-Charterer 1 and the Lessee, which, for the avoidance of doubt, shall include step-in rights in favour of the Lessor and shall be in the form included as Exhibit 1 under clause 43 (Quiet Enjoyment) of the Sub-Charter 1.

“LIBOR” means, in relation to any amount denominated in any currency and subject to the provisions of Clause 44.6 (Unavailability of LIBOR):

in each case, as of 11.00 a.m. (London time) on the relevant Quotation Day for the offering of deposits in the relevant currency and for a period comparable to the relevant period and if any such rate is less than zero LIBOR will be deemed to be zero.

“Lien” means any mortgage, charge (whether fixed or floating), pledge, lien, encumbrance, hypothecation, assignment or security interest of any kind securing any obligation of any person or any type of preferential arrangement (including, without limitation, conditional sale, title transfer and/or retention arrangements having a similar effect), in each case howsoever arising.

“Losses” means each and every liability, loss, charge, claim, demand, action, proceeding, damage, judgment, order or other sanction, enforcement, penalty, fine, fee, commission, interest, lien, salvage, general average, cost and expense of whatsoever nature suffered or incurred by or imposed on any relevant person, which for the avoidance of doubt, excludes any loss of profit and other consequential or indirect losses of any nature (but does not exclude any interest or default interest payable under this Charter or any other Operative Document) unless expressly set out in this Charter or any other Operative Document.

“Maersk Contract” has the meaning given to it in the Memorandum of Agreement.

“Major Casualty” means any casualty to the Vessel for which the total insurance claim, inclusive of any deductible, exceeds or may exceed the Major Casualty Amount.

“Major Casualty Amount” means $1,000,000.

“Management Agreement” means any ship management agreement entered or to be entered into between the Lessee and a Manager.

“Manager” means the Commercial Manager or the Technical Manager and “Managers” means together both of them.

“Manager’s Undertaking” means any manager’s undertaking executed or to be executed by a Manager in favour of the Lessor, being in such form as the Lessor may agree.

“Manuals and Technical Records” means all such records, logs, manuals, handbooks, technical data, drawings, and other materials and documents relating to the Vessel which are required to be maintained in accordance with Clause 56.13 (Manuals and Technical Records).

“MARPOL” means the International Convention for the Prevention of Pollution from Ships 1973 (as modified in 1978 and 1997) and includes any extensions of it and any regulation issued pursuant to it as the same may be supplemented or superseded from time to time.

“Margin” means four point six four per cent. (4.64%) per annum.

“Material Adverse Effect” means, in the reasonable opinion of the Lessor, a material adverse effect on:

Memorandum of Agreement” means the memorandum of agreement dated as of the date of this Charter, together with all addenda, amendments and supplements to it, made between the Lessee, as seller and the Lessor, as buyer in respect of the Vessel.

“Merger” means the merger involving the Guarantor and Poseidon Container Holdings LLC completed on 15 November 2018 and as a result of which the Guarantor was the surviving entity.

“Minimum Number of Shares” means, at any time, the number of shares in the Guarantor being equal to 50 per cent. of the number of shares in the Guarantor held by Mr. George Giouroukos (directly or indirectly through one or more affiliates) on the date of completion of the Merger, as such number may have:

in each case, any such split having occurred since the date of completion of the Merger.

“Mortgage” means the first priority (or first preferred, as the case may be) ship mortgage in respect of the Vessel and any deed of covenants collateral thereto executed or to be executed by the Lessor as security for the Lessor’s obligations under the Finance Documents.

“Operating Account” means the operating account of the Lessee opened and maintained, or as the context may require, to be opened by the Lessee with the Account Bank with the account number listed in the schedule to the relevant Account Security.

“Operative Documents” means:

and “Operative Document” means any of them.

“Original Financial Statements” means the audited consolidated financial statements of the Guarantor with respect to the year ending 31 December 2020.

“Outstanding Charter Hire Principal” means, at the relevant time:

and as more specifically set out in the sixth (61 column of the Payment Schedule at the time.

“Outstanding Indebtedness” means the aggregate of all sums of money from time to time owing by the Lessee to the Lessor whether actually or contingently, present or future, under this Charter and the other Operative Documents or any of them.

“Party” means a party to this Charter.

“Payment Account” means the account (or any sub-account or sub-division thereof) as notified by the Lessor to the Lessee (and any renewal or re-designation thereof) maintained with the Lessor Account Bank by the Lessor, details of which will be notified in writing to the Lessee by the Lessor.

“Payment Date” means, subject to Clause 44.7 (Business Days), in relation to the payment of Rent, (1) the date falling three (3) months after the Delivery Date, (ii) each of the other dates falling at intervals of three (3) months thereafter and (iii) the Expiry Date, in each case, as more particularly described in the second (2^nd) column of the relevant Payment Schedule.

“Payment Schedule” means the payment schedule set out in Schedule 3 (Payment Schedule) as may be replaced from time to time in accordance with paragraph (e) of Clause 44.2 (Rent) or in accordance with Clause 59.2 (Security Coverage Ratio).

“Permitted Liens” means:

“Pollutant” means and includes oil and its products, any other polluting, toxic or hazardous substance and any other substance whose release into the environment is regulated or penalised by Environmental Laws.

“Potential Termination Event” means any event or circumstance specified in Clause 63 (Termination Events) which, with the expiry of a grace period, the giving of notice or fulfilment of any other relevant condition (or any combination of any of the foregoing) is likely to become a Termination Event.

“Protocol of Delivery and Acceptance” has the meaning given to it in the Memorandum of Agreement.

“Prepayment Fee” means, in relation to the relevant Purchase Option Date, Termination Sum Payment Date or the date this Charter is terminated by the Lessee pursuant to Clause 50.3(d) (as applicable):

“Purchase Obligation” means the obligation of the Lessee to purchase the Vessel on the Purchase Obligation Date, as detailed in Clause 64.3 (Purchase Obligation).

“Purchase Obligation Date” means the earlier of:

“Purchase Obligation Price” has the meaning given to it under Clause 64.3 (Purchase Obligation).

“Purchase Option” has the meaning given to it in Clause 64.2 (Purchase Option Price).

“Purchase Option Price” has the meaning given to it in Clause 64.2 (Purchase Option Price).

“Purchase Option Date” has the meaning given to it in Clause 64.2 (Purchase Option Price).

“Purchase Price” has the meaning given to it in the Memorandum of Agreement.

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two (2) Business Days before the first day of that period, unless market practice differs in the London interbank market for a currency, in which case the Quotation Day for that currency will be determined by the Lessor in accordance with market practice in the London interbank market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Secured Property, appointed by the Lessor under any of the Operative Documents.

“Relevant Party” means a party to the Operative Documents (other than the Lessor, any Manager and any Sub-Charterer) and “Relevant Parties” means together all or any of them.

“Rent” means, in respect of a Payment Date, the amount in Dollars payable by the Lessee pursuant to Clause 44.2 (Rent) on that Payment Date, comprising an instalment of Fixed Rent (and including, in the case of the last Payment Date only, the Balloon Rental) and a payment of the applicable Variable Rent calculated in accordance with Clause 44.9 (Calculation of the Variable Rent and interest).

“Replacement Sub-Charter” means, in the event that the Sub-Charter 1 is terminated, cancelled, rescinded or frustrated for any reason whatsoever, a charter that replaces Sub-Charter 1 and satisfies all of the following conditions:

“Replacement Sub-Charterer” means a charterer acceptable to the Lessor (such acceptance not to be unreasonably withheld or delayed).

“Requisition” means:

“Requisition Compensation” includes all compensation or other moneys payable by reason of any Requisition or any arrest or detention of the Vessel in the exercise or purported exercise of any lien or claim.

“Restricted Person” means a person that is:

“Sanctioned Country” means a country or territory that is the subject or the target of Sanctions (currently, Cuba, Iran, North Korea, Syria and Crimea).

“Sanctions’ means any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by a Sanctions Authority.

“Sanctions Authority” means:

“Sanctions List” means the Specially Designated Nationals and Blocked Persons list maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by HMT, or any similar list maintained by, or public announcement of a Sanctions designation made by, a Sanctions Authority, each as amended, supplemented or substituted from time to time.

“Scheduled Delivery Date” has the meaning given to it in the Memorandum of Agreement.

“Screen Rate” means, in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars and the relevant period displayed on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate), or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Lessor may specify another page or service displaying the relevant rate after consultation with the Lessee.

“Secured Property” means those assets of the Relevant Parties which from time to time are, or are expressed to be, subject to a Lien created or expressed to be created in favour of the Lessor pursuant to the Security Documents.

“Security Agent” means the person as defined in the Facility Agreement as security agent or trustee for the Finance Parties.

“Security Coverage Ratio” means at any relevant time, the ratio of (i) the Fair Market Value of the Vessel to (ii) the Outstanding Charter Hire Principal, in each case, at that time.

“Security Documents” means:

“Share Pledge” means the first priority pledge by the Guarantor in respect of all the membership interests in the Lessee executed or to be executed by the Guarantor in favour of the Lessor.

“Spill” means any actual emission, spill, release or discharge of a Pollutant into the environment.

“Sub-Charter” means any of:

“Sub-Charter 1” means the time charter dated 19 March 2021 (as may be amended, supplemented and/or novated from time to time) in respect of the Vessel and made between the Lessee, as disponent owner and the Sub-Charterer 1 as time charterer.

“Sub-Charter 2” means the time charter dated 20 October 2020 (as may be amended, supplemented and/or novated from time to time) in respect of the Vessel and made between the Lessee, as disponent owner and the Sub-Charterer 2 as time charterer.

“Sub-Charterer” means:

“Sub-Charterer 1” means Maersk A/S, of 50 Esplanaden, DK-1263. Copenhagen, Denmark.

“Sub-Charterer 2” means Wan Hai Lines (Singapore) Pte. Ltd., of Singapore.

“Subordination Deed” means a subordination deed that may be required by Clause 54.5 (Subordination).

“Subsidiary” of a person means any other person:

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) and “Taxation” shall be construed accordingly.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment required to be made by any Relevant Party or any Manager to the Lessor under an Operative Document, other than a FATCA Deduction.

“Tax indemnitee” has the meaning given to it in Clause 48.2 (Tax indemnity).

“Tax Payment” means an increased payment made by the Lessee to a Tax lndemnitee under Clause 48.1 (Withholding Taxes) or a payment under Clause 48.2 (Tax indemnity).

“Technical Manager” means the Initial Technical Manager or such other company being an experienced and reputable technical ship management company as shall be approved in writing by the Lessor (such approval not to be unreasonably withheld or delayed) to carry out the technical management of the Vessel.

“Termination Date means the date on which this Charter or the Charter Period is terminated pursuant to the terms of this Charter.

“Termination Event” means any event or circumstance described in Clause 63 (Termination Events).

“Termination Sum Payment Date” has the meaning given to it in Clause 66.2 (Payments on Termination Event or Total Loss).

“Termination Sum” has the meaning given to it in Clause 66.3 (Lessor’s obligations upon receipt of payment).

“Total Loss” means, in relation to the Vessel, its:

“Total Loss Date” means, in relation to the Total Loss:

“Total Loss Payment Date” means, following the occurrence of a Total Loss, the earlier of:

“Transaction Document” means:

“Variable Rent” means, in respect of each Payment Date, an amount in Dollars equal to the applicable Floating Rate multiplied by the Outstanding Charter Hire Principal, in each case, on the preceding Payment Date or (in respect of the first payment of Variable Rent under this Charter) the Delivery Date.

“Vessel” means the 5,762 TEU container carrier with IMO No. 9214202 and which upon Delivery under the Memorandum of Agreement will be registered in the ownership of the Lessor under the laws of the Flag State, including all component parts, furniture, equipment or accessories of the Vessel, all substitutions of, additions to, replacements or renewals of, any of these component parts, furniture, equipment or accessories from time to time made in accordance with this Charter, and any of these component parts, furniture, equipment or accessories which, having been removed from the Vessel, remain the property of the Lessor pursuant to this Charter and, where the context permits, shall include the Manuals and Technical Records.

Any person which is an Indemnitee or a Tax Indemnitee from time to time and is not a Party shall be entitled to enforce such terms of this Charter which provide for the obligations of the Lessee to be owed to such Indemnitee or Tax Indemnitee, as the case may be, in each case, subject to the provisions of Clause 81 (Governing law) and the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”). The Third Parties Act applies to this Charter as set out in this Clause 39.3. Save as provided above, a person who is not a Party has no right to use the Third Parties Act to enforce any term of this Charter and, subject to the other provisions of the other Operative Documents, the Parties do not require the consent of any third party (including, without limitation, any Indemnitee or Tax Indemnitee who is not a Party) to amend, rescind, terminate or extend this Charter at any time.

Subject to the terms and conditions of this Charter, the Lessor shall lease, and the Lessee shall hire, the Vessel for the Charter Period. There shall be no renewal or extension of the Charter Period beyond the Expiry Date.

The execution and delivery of the Acceptance Certificate by the Lessee pursuant to Clause 41.1 (Delivery) shall constitute irrevocable, final and conclusive evidence that:

The Lessee acknowledges and confirms that:

If the Memorandum of Agreement is terminated, repudiated, rescinded or cancelled for any reason whatsoever pursuant to the terms of the Memorandum of Agreement, the Lessor shall have no obligation to charter the Vessel to the Lessee.

The obligation of the Lessor to charter the Vessel to the Lessee or continue to charter the Vessel to the Lessee under this Charter is subject to the further conditions that:

Anti-Money Laundering Laws or any other laws and regulations relating to anti-money laundering, counter-terrorism financing or economic and trade sanctions applicable to it.

The Parties agree that:

The Lessee shall pay to the Lessor an arrangement fee and an administration fee in in the amount and at the times agreed in the Fee Letter.

All payments of the Rent (including, when applicable, the Balloon Rental), any Purchase Option Price, the Purchase Obligation Price and any other amounts payable by the Lessee under this Charter and any other Operative Document shall be made:

The Variable Rent shall be determined in respect of each period of three (3) months provided always that:

In respect of the calculation of LIBOR for the purposes of determining the Variable Rent, if at any relevant time:

the Lessor shall promptly notify the Lessee stating the circumstances falling within this Clause 44.6 which have caused its notice to be given, following which the Lessor shall determine an alternative LIBOR rate (the “Alternative LIBOR Rate”) in consultation with the Lessee within fifteen (15) days after the date on which the Lessor serves such notice (the “Negotiation Period”). Any Alternative LIBOR Rate or alternative basis on which LIBOR is to be calculated which is agreed during the Negotiation Period shall take effect in accordance with the terms agreed, and if an Alternative LIBOR Rate or alternative basis on which LIBOR is to be calculated is not agreed within the Negotiation Period, LIBOR for the relevant interest period will be such rate as certified by the Lessor, acting reasonably.

Any payment which is due to be made under an Operative Document on a day which is not a Business Day shall be made on the next Business Day, unless such Business Day falls in the next calendar month or after the Expiry Date, in which case the due date shall be the preceding Business Day.

Without prejudice to the other rights and remedies of the Lessor hereunder, if any amount due and payable by the Lessee hereunder is not received by the Lessor on the due date for payment thereof in the manner herein stipulated, the Lessee shall pay interest on the same for the period starting on (and including) the due date for payment thereof and ending on (but excluding) the date on which the same is received or recovered by the Lessor in full (after as well as before judgment) at the rate(s) from time to time determined under this Clause 44.8. The period between the due date for payment of any sum due and payable hereunder or thereunder and the date upon which the obligation to pay such sum is discharged shall be divided into successive periods, the duration of which shall be selected by the Lessor. During each such period (as well after as before judgment) the outstanding balance of the unpaid sum shall bear interest which shall accrue from day to day and on the basis of actual days elapsed and shall be calculated at a rate per annum which is equal to the Default Rate calculated on the basis of a year of three hundred and sixty (360) days and actual days elapsed. Any such interest shall be due and payable when the relevant unpaid sum is paid or, if earlier, at the end of each period by reference to which it is calculated.

Except as otherwise expressly provided in this Charter, all amounts of Variable Rent and any interest payable under this Charter and any other Operative Document shall be calculated on the basis of a year of three hundred and sixty (360) days or, where the amount is payable in a currency other than Dollars, such period as is customary for such currency, and the actual number of days elapsed.

Any certificate or determination of the Lessor of a rate or an amount payable under any Operative Document shall specify the relevant rate or amount and shall, in the absence of manifest error, be conclusive and binding on the Lessee.

The Lessee shall pay to the Lessor on demand, on an After Tax Basis, all Losses incurred by the Lessor in connection with:

The Lessee undertakes with the Lessor that, from the date of this Charter and thereafter, it will:

Any moneys required to be credited to the Operating Account and/or the DSRA Account denominated in a currency other than Dollars shall be paid by the recipient to the Account Bank which shall purchase Dollars with such moneys at either (i) the spot rate of exchange of the Account Bank or (ii) if no spot rate of exchange is available, at a rate determined by the Account Bank at 11.00 am (New York time) on the Business Day following the day on which such moneys are received by the Account

Bank for the purchase of Dollars with that other currency and the Account Bank shall credit the proceeds of such conversion to the Operating Account or the DSRA Account (as the case may be).

converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

the Lessee shall indemnify the relevant Indemnitee, on an After Tax Basis, against all Losses arising out of, or as a result of, the conversion, including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to the relevant Indemnitee at the time of its receipt of that Sum.

The Lessee shall indemnify each relevant Indemnitee on demand, on an After Tax Basis, against all Losses incurred by such Indemnitee as a result of or in connection with:

The Lessee shall indemnify each Indemnitee, on an After Tax Basis, against all Losses incurred by that Indemnitee as a result of, or in connection with (other than in the case where such Losses are solely and directly a result of the Lessor’s wilful misconduct):

The indemnities contained in this Charter in favour of the Indemnitees shall continue in full force and effect notwithstanding:

If, after the date of this Charter, any Tax Deduction is required to be made:

The Lessee shall pay, and within ten (10) Business Days from the Lessor’s demand shall indemnify and hold harmless, the Lessor, and its respective directors, officers, successors and its duly appointed agents (each of whom is referred to in this Clause 48 as a “Tax Indemnitee”) from and against, any and all documented fees and duties reasonably incurred (including, but not limited to, license and registration fees), Taxes imposed on or against any Tax Indemnitee upon or with respect to:

excluding any FATCA Deduction or Tax on a Tax lndemnitee’s net income or profit.

Manager’s Undertaking and such other documents as described in paragraphs 1, 4, 5 and 6(a) of Part I of Schedule 1 (Conditions Precedent) and paragraph 6 of Part II of Schedule 1 (Conditions Precedent).

Upon receipt by the Lessor of the sums set out in Clause 49.2 (Termination), the Lessor shall:

Basel III means:

other than, in each such case, the agreements, rules, guidance and standards set out in Reformed Basel III as amended, supplemented or restated after the date of this Charter.

CRR means either CRR-EU or, as the context may require, CRR-UK.

CRR-EU means regulation 575/2013 of the European Union on prudential requirements for credit institutions and investment firms and regulation 2019/876 of the European Union amending Regulation (EU) No 575/2013 and all delegated and implementing regulations supplementing that Regulation.

CRR-UK means CRR-EU as amended and transposed into the laws of the United Kingdom by the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020 and as amended by the Capital Requirements (Amendment) (EU Exit) Regulations 2019.

CRR II means either CRR II-EU or, as the context may require, CRR II-UK.

CRR II-EU means regulation 2019/876 amending CRR-EU as regards the leverage ratio, the net stable funding ratio, requirements for own funds and eligible liabilities, counterparty credit risk, market risk, exposures to central counterparties, exposures to collective investment undertakings, large exposures, reporting and disclosure requirements, and Regulation (EU) No 648/2012 and all delegated and implementing regulations supplementing that Regulation.

CRR H-UK means CRR II-EU as amended and transposed into the laws of the United Kingdom by the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020 and as amended by the Capital Requirements (Amendment) (EU Exit) Regulations 2019.

Increased Costs means:

which is incurred or suffered by the Lessor or any of its Affiliates to the extent that it is attributable to the Lessor having entered into any of the Operative Documents or funding or performing its obligations under any of the Operative Documents.

Reformed Basel ill means the agreements contained in “Basel III: Finalising post-crisis reforms” published by the Basel Committee on Banking Supervision in December 2017, as amended, supplemented or restated.

Clause 50.1 (increased Costs) does not apply to the extent any Increased Cost is:

in each case, either immediately or at a future specified date prior to the latest date permitted by such law or regulation.

The Lessee makes the representations and warranties set out in this Clause 51.1 to the Lessor on the date of this Charter.

Subject to the Legal Reservations, the obligations expressed to be assumed by each Relevant Party and each Manager in each Transaction Document to which it is a party are legal, valid, binding and enforceable in accordance with their terms.

The entry into and performance by each Relevant Party and each Manager of, and the transactions contemplated by, the Transaction Documents to which it is a party do not and will not conflict with:

nor constitute a default or termination event (however described) under any such agreement or instrument, or (except as provided in any Security Document to which each Relevant Party

and/or any Manager is a party or a Permitted Lien) result in the existence of, or oblige it to create, any Lien over any of its assets.

Subject to the Legal Reservations, all Authorisations required:

have been obtained or effected and are in full force and effect.

Subject to any applicable Legal Reservations:

No insolvency proceeding or creditors’ process described in Clause 63.11 (Insolvency proceedings) has been taken or threatened in relation to any Relevant Party or any Manager and no petition for the opening of such proceedings has been presented.

It is not required under the law applicable where any Relevant Party or any Manager is incorporated or formed or resident or at its address specified in this Charter or any Operative Document to make any Tax Deduction from any payment it may make under any Operative Document.

Under the law of each Relevant Party’s and each Manager’s jurisdiction of incorporation, it is not necessary that any of the Transaction Documents to which it is a party be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid in that jurisdiction on or in relation to any of the Transaction Documents

to which it is a party or the transactions contemplated by any of the Transaction Documents to which it is a party.

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency (including any Environmental Claims) which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have been started or threatened against it or any other Relevant Party or any Manager.

Any person specified as an authorised signatory of each Relevant Party and/or each Manager under Schedule 1 (Conditions precedent) is authorised to sign all documents and notices on its behalf.

Each Relevant Party and each Manager and its assets are not entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (including suit, attachment prior to judgment, execution or other enforcement).

All records, reports, returns, registrations and information necessary for compliance with any Environmental Law or any Environmental Authorisations have been made or given to the relevant competent authority in accordance with the requirements thereof.

The Vessel will be free from all Liens at Delivery.

At Delivery, the Vessel will comply with all requirements of this Charter including, without limitation, in respect of its condition, insurance, class and employment.

Each Relevant Party and each Manager has complied in all material respects with all Tax laws and regulations applicable to it and its business.

Each Relevant Party and each Manager is not in breach of any laws or regulations relating to the laws of England, the Vessel and its ownership, employment, operation, management and registration, and in particular each Relevant Party and each Manager has complied with all Anti-Money Laundering Laws and each Relevant Party and each Manager has instituted and maintained systems, controls, policies and procedures designed to detect and prevent incidences of money laundering and promote and achieve compliance with Anti-Money Laundering Laws.

The Lessee is a wholly owned direct Subsidiary of the Guarantor.

There has not been a Change of Control.

Neither the Lessee nor (so far as the Lessee is aware) any other person is in breach of any Sub-Charter to which it is a party nor has anything occurred which entitles any party to rescind or terminate it.

The Lessee nor (so far as the Lessee is aware) any other person is in breach of the Maersk Contract nor has anything occurred which entitles any party to rescind or terminate it.

The Vessel shall on the Delivery Date:

There are no rebates, commissions or other payments in connection with the Maersk Contract or any Sub-Charter other than those referred to in it.

The copies of those Transaction Documents which are not Operative Documents and the constitutional documents of the Relevant Parties delivered to the Lessor under Clause 42 (Conditions Precedent) will be true, complete and accurate copies of such documents and include all amendments and supplements to them as at the time of such delivery and no other agreements or arrangements exist between any of the parties to those Transaction Documents which would materially affect the transactions or arrangements contemplated by them or modify or release the obligations of any party under them.

At the date of the Merger Mr. George Giouroukos owned (either directly or indirectly) 1,335,404 shares in the Guarantor.

Each of the representations and warranties set out in paragraphs (a) to (j) of Clause 51.1 (Lessee representations) are deemed to be made by the Lessee by reference to the facts and circumstances then existing on the Delivery Date and on each Payment Date.

The undertakings in this Clause 52.1 shall remain in force from the date of this Charter until the end of the Charter Period.

Each Relevant Party and each Manager shall maintain its corporate existence under the laws of its jurisdiction of incorporation.

Each Relevant Party and each Manager shall promptly:

any Authorisation required under any law or regulation to enable such Relevant Party or such Manager to perform its obligations under any Transaction Document to which it is a party and to ensure the legality, validity, enforceability or admissibility in evidence in such Relevant Party’s or such Manager’s jurisdiction of incorporation of any Transaction Document to which such Relevant Party or such Manager is subject or to ensure that each of the Liens created under the Security Documents has the priority and ranking contemplated by them.

Each Relevant Party and each Manager shall comply in all material respects with all laws (including Environmental Laws and Sanctions) to which it may be subject.

Each Relevant Party and each Manager shall comply with all its obligations under any Operative Document to which it is a party.

Each Relevant Party and each Manager shall ensure that its liabilities under any Operative Document to which it is a party rank at least pari passu with all its other unsecured liabilities except where such liabilities are mandatorily preferred by laws of general application to companies.

The Lessee shall notify the Lessor as soon as it becomes aware of:

and in each case, shall keep the Lessor fully informed of all developments.

The Lessee shall provide the Lessor with details of any Environmental Claim, any legal or administrative proceedings involving any Relevant Party, any Manager (but only in relation to the Vessel), the Vessel or any Operative Document to which any Relevant Party or any Manager is a party as soon as it becomes aware that such action has been instituted and such action is reasonably likely to have a Material Adverse Effect on the ability of a Relevant Party or a Manager to perform its obligations under any Operative Document to which it is a party.

The Lessee shall provide, or procure that there is provided, to the Lessor promptly, such information regarding compliance by each Relevant Party and each Manager with the terms of any Operative Document to which it is a party, or with respect to the Vessel, as the Lessor may from time to time reasonably request.

No Relevant Party shall enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction (for the purposes of this paragraph (i), each “a process”), provided that in the case of the Guarantor only, such process is permitted without restrictions so long as:

Except with the prior written consent of the Lessor, none of the Relevant Parties, nor any Manager shall cancel, terminate or amend or permit to be cancelled, terminated or amended any Operative Document to which it is a party.

Each Relevant Party and each Manager shall:

The Lessee shall supply to the Lessor:

Except with the prior written consent of the Lessor, neither the Lessee nor the Guarantor shall change its accounting periods or its Auditors.

Each of the Lessor and the Lessee acknowledges that (i) the rights of the Lessor under the Security Documents and the rights of the Lessee assigned under the Security Documents will be on-assigned to the Security Agent, (ii) the Lessor will assign its interest in the Vessel’s insurances to the Security Agent as such interests are constituted in the Security Documents and (iii) the Vessel is to be mortgaged to the Security Agent at the Lessor’s expense, each as security for the Lessor’s obligations under the Finance Documents and the Lessee hereby consents to each such mortgage and assignment. The Lessee agrees and undertakes to procure that each of the other Relevant Parties shall cooperate with the Lessor and the Finance Parties to give effect to the security interests contemplated in the above documents.

The Lessee shall promptly supply to the Lessor:

where failure to obtain and/or maintain the same would constitute a Material Adverse Effect.

The Lessee shall, upon becoming aware of the same, promptly notify the Lessor and the Security Agent of:

in relation to the Vessel.

The Lessee shall promptly upon the request of the Lessor supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Lessor in line with other similar information requested by other lessors or financiers of vessels to companies in the Group in order for the Lessor to conduct any “know your customer” or other similar procedures required by applicable laws and regulations.

The Lessee shall ensure that each of the Initial Commercial Manager and the Initial Technical Manager shall not cease to be beneficially and legally owned and controlled in the manner disclosed in writing by the Lessee to the Lessor on, or prior to, the date of this Charter.

The Lessee shall:

In this Clause 53:

“Cash” means, at any time, cash at hand and cash at bank and credited to an account in the name of any Group Member and to which the Guarantor is solely (or together with other Group Members) beneficially entitled, including cash held under any unrestricted minimum liquidity requirements, and, for so long as such cash has not been blocked due to the existence of any Lien (other than Liens created by the Operative Documents or the Finance Documents) held by any bank or any other third party or otherwise.

“Cash Equivalents” means, at any time:

which are, in each case, in the name of any Group Member and to which the Guarantor is solely (or together with other Group Members) beneficially entitled and, for so long as such instrument, security or investment has not been blocked due to the existence of any Lien held by any bank or any other third party or otherwise, as stated in the most recent financial statements delivered to the Lessor pursuant to Clause 52.1(n) (Financial statements and Compliance Certificate).

“Financial Testing Date” means 30 June and 31 December of each financial year.

Except as otherwise approved by the Lessor, the Lessee undertakes that this Clause 54 will be complied with from the date of this Charter until the expiry or termination of the Charter Period.

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

The Lessee shall not (without the Lessor’s prior written consent) incur or permit to exist, any Financial Indebtedness owed by it to anyone else except:

The Lessee shall not give or permit to exist, any guarantee (other than any guarantee which constitutes Financial Indebtedness and is permitted under Clause 54.2(b)) by it in respect of indebtedness of any person.

The Lessee shall not be a creditor in respect of Financial Indebtedness other than in respect of:

The Lessee shall not:

The Lessee shall not enter into a single transaction or a series of transactions, whether related or not and whether voluntarily or involuntarily, to dispose of any asset except for any disposal permitted by the Operative Documents.

The Lessee shall not be party to any arrangement or contract with any of its Affiliates unless such arrangement or contract is on an arm’s length basis.

The Lessee shall not establish or acquire a company or other entity.

The Lessee shall not acquire any person, business, assets or liabilities or make any investment in any person or business or undertaking or enter into any joint-venture arrangement except:

The Lessee shall not redeem or purchase or otherwise reduce any of its equity or any other share capital or, as the case may be, membership interest capital, or any warrants or any uncalled or unpaid liability in respect of any of them or reduce the amount (if any) for the time being standing to the credit of its share premium account or capital redemption or other undistributable reserve in any manner.

The Lessee shall not issue membership interests or other equity interests to anyone who is not a wholly-owned Subsidiary of the Guarantor.

The Lessee shall not (and shall procure that the Guarantor shall not) make, declare or pay (including by way of set-off, combination of accounts or otherwise) any dividend or redeem or make any other distribution or payment (whether in cash or in specie), including any interest and/or unpaid dividends, in respect of its equity or any other membership interest capital or any warrants, unless:

The Lessee shall not enter into any new contracts after the date of this Charter, except for contracts necessary for the operation and maintenance of the Vessel or otherwise permitted or required by the Operative Documents to which it is a party.

The undertakings in this Clause 55 remain in force from the date of this Charter until the end of the Charter Period.

Subject to the terms and conditions of this Charter, the Lessee shall have the full possession, use and control of the Vessel.

unless the Lessee has, at its own expense, effected such special, additional or modified insurance cover as is necessary for the Vessel to continue operating in the area affected by the hostilities referred to in this Clause 55.2 and as approved by the Approved Brokers at any relevant time.

Except with the prior written consent of the Lessor (and then only subject to such terms as the Lessor may impose) and save for any of:

the Lessee shall not let the Vessel on a charter (whether bareboat, time or voyage) for any period.

Except with the prior written consent of the Lessor (and then only subject to such terms as the Lessor may impose), the Lessee shall not enter into any agreement or arrangement whereby the Earnings may be shared with any person.

Except with the prior written consent of the Lessor, the Vessel shall not be laid up or deactivated.

Without limiting Clause 54.15 (Sanctions undertaking) and 56.15 (Compliance with laws), the Lessee shall procure that:

For the purposes of paragraph (c), “Emergency Event” means, in relation to the Vessel, any event or circumstance that a reasonable person having experience in the management and operation of ships, would consider to constitute an emergency event or circumstance.

The undertakings in this Clause 56 remain in force from the date of this Charter until the end of the Charter Period.

The Lessee shall procure that the Vessel is manned, victualled, operated, supplied, fuelled and repaired at its own expense.

The Lessee shall ensure that the Vessel will be, at its own expenses:

The Lessee shall at its own expenses:

Except with the prior written consent (such consent not to be unreasonably withheld or delayed) of the Lessor (and then only subject to such terms as the Lessor may impose), the Lessee shall not put the Vessel into the possession of any person for the purpose of work being done upon it if the cost of such work will exceed or is likely to exceed the Major Casualty Amount (or the equivalent in any other currency), unless such person shall have first given to the Lessor and in terms satisfactory to it, a written undertaking not to exercise any lien on the Vessel or its Earnings for the cost of such work or otherwise.

Except with the prior written consent of the Lessor, the Lessee shall not:

The Lessee shall have the use of all outfit, equipment, appliances, furnishings, furniture and fittings, spare and replacement parts on board the Vessel at Delivery, and the same or their substantial equivalent shall be returned to the Lessor on redelivery in good order and condition, except for ordinary wear and tear, and changes made as permitted under this Charter.

The Lessee shall:

The Lessee shall:

such times as the Lessor shall require with the prior written notice to the Lessee and the Lessee shall act promptly upon receipt of such notice and shall not unreasonably withhold or delay such request. The Lessee shall also, at any time within 90 days from the Delivery Date and at any other time the Lessor can inspect the Vessel pursuant to this Clause 56.12(a), permit the Security Agent or any other Finance Party or its representatives, at the Lessee’s cost, to access the Vessel, but without interference with the normal operation of the Vessel, in order to inspect, examine or survey the Vessel on board or instruct a duly authorised surveyor to carry out such survey on its behalf to ascertain the condition of the Vessel and satisfy itself that the Vessel is being properly repaired and maintained.