Exhibit 4.14
Vessel's name and IMO number (Annex A) ZEZESTART 9392781 1. Place and date of
Agreement (Cl. 35) HONGKONG 15 AUGUST 2024 2. Date of commencement of Agreement (Cls. 2 and 30) 15 AUGUST 2024 Owners (name, place of registered office and law of registry) (Cl. 1) Name: BATIKI SHIPPING COMPANY INC Place of registered
office: TRUST COMPANY COMPLEX, AJELTAKE ROAD, AJELTAKE ISLAND, MAJURO, MARSHALL ISLANDS MH 96960 Law of registry: REPUBLIC OF THE MARSHALL ISLANDS Managers (name, place of registered office and law of registry) (Cl. 1) Name:
ANGLO-EASTERN SHIPMANAGEMENT (SINGAPORE) PTE. LTD. Place of registered office: 200 CANTONMENT ROAD, #16-02 SOUTHPOINT, SINGAPORE 089763 Law of registry: SINGAPORE The Company (with reference to the ISM/ISPS Codes) (state name and IMO
Unique Company Identification number. If the Company is a third party then also state registered office and principal place of business) (Cls. 1 and 9(cl(i)) Name: ANGLO-EASTERN SHIPMANAGEMENT (SINGAPORE) PTE. LTD. IMO Unique Company
Identification number: 1677771 Place of registered office: 200 CANTONMENT ROAD, #16-02 SOUTHPOINT, SINGAPORE 089763 Principal place of business: SINGAPORE 6. Technical Management (state "yes" or "no" as agreed) (Cl. 4) Yes 7. Crew
Management (state "yes" or "no" as agreed) (Cl. S(a)) Yes 8. Commercial Management (state "yes" or "no" as agreed) (Cl. 6) No 9. Chartering Services period (only to be filled in if "yes" stated in Box 8) (CI.G(a)) No Crew Insurance
arrangements (state "yes" or "no" as agreed) Crew Insurances* (Cl. S(b)): No Insurance for persons proceeding to sea onboard (Cl. S(b)(i)): No *only to apply if Crew Management (Cl. S(a)) agreed (see Box 7) 11. Insurance arrangements
(state "yes" or "no" as agreed) (Cl. 7) Yes 12. Optional insurances (state optional insurance(s) as agreed, such as kidnap and ransom, loss of hire and FD & D) (Cl. ll(a)(iv)) KIDNAP AND RANSOM IN PIRACY HIGH RISK AREAS SHIPMAN
2024 B-•I-M--C-,O:; STANDARD FORM STANDARD SHIP MANAGEMENT AGREEMENT PARTI
13. Interest (state rate of interest to apply after due date to outstanding
sums) (Cl. 9(a)) NEW YORK FED (FEDERAL RESERVE BANK OF NEW YORK) 180-DAY AVERAGE SOFR (SECURED OVERNIGHT FINANCING RATE) PLUS FIVE (5%) PERCENT 14. Emission Trading Scheme Allowances (Cl. 10) (ii St:1bcl11t:1,e (111{iii) to 11ppl, (,!11te
""le," or ", o" 11, Iii) Sttbel11t:1,e lbllilil, (iu) lll'ld l••·l (,talc l'lttmber of ell'f.l to 11pp1,1. fiii) Sttbelatt,e le) f:,tete fee per pert cell, if Mt IHeh1ded ir, el'l!'luel mer,agemel'lt fee): ACCORDING TO CLAUSE 10, AS
AMENDED Management fees (state amounts) (Cl.13(a)) Predelivery management fee: NIL Annual management fee: US$160,000.00 Attendance fee (state amount and number of days) (Cl. 13(c)) Daily rate: US$750.00 For attendance in excess of
number of days per year pro rata: TWELVE (12) DAYS 17. Nominated bank account (Cl.13(a)) BENEFICIARY NAME: ANGLO-EASTERN SHIPMANAGEMENT (SINGAPORE) PTE. LTD. BENEFICIARY BANK: JPMORGAN CHASE BANK N.A., SINGAPORE BRANCH BENEFICIARY BANK
SWIFT: CHASSGSG USO A/C NO.: 8830010652 INTERMEDIATE BANK: JPMORGAN CHASE BANK, NEW YORK INTERMEDIATE BANK SWIFT: CHASUS33 18. Lay-up period / number of months (Cl.13(d)) THREE (3) MONTHS 19. Minimum contract period (state number of
months) (Cl. 30(a)) TWELVE (12) MONTHS 20. Management fee on termination (state number of months to apply) (Cl. 31(h)) THREE (3) MONTHS 21. Severance Costs (state maximum amount) (Cl. 31(i)) TO BE PAID IN ACCORDANCE WITH THE TERMS AND
CONDITIONS AND LAWS AND REGULATIONS GOVERNING EMPLOYMENT OF THE CREW Law & arbitration ((a) English law/London arbitration, (b) US law/New York arbitration, (c) English law/Singapore arbitration, (d) Singapore law/Singapore
arbitration, (e) Hong Kong law/Hong Kong arbitration, (fl English law/Hong Kong arbitration, (g) Other. Choose law and arbitration venue. If alternative (g)(Other) is chosen, Clause 32 must be appropriately filled in or replaced, failing
which alternative (a)(English law/London arbitration) shall apply). : English law/London arbitration 23. Email address for receipt of arbitration notices and communications on behalf of Owners (Cl. 32) info@oceanpal.com 24. Email address
for receipt of arbitration notices and communications on behalf of Managers (Cl. 32) notices.spr@angloeastern.com 25. Notices (state full style contact details for serving notice to the Owners) (Cl. 34) BATIK! SHIPPING COMPANY INC. C/0
OCEANPAL INC. PENDELIS 26, 17564 PALAIO FAURO, ATHENS, GREECE E-MAIL: info@oceanpal.com 26. Notices (state full style contact details for serving notice to the Managers) (Cl. 34) ANGLO-EASTERN SHIPMANAGEMENT (SINGAPORE) PTE. LTD. 200
CANTONMENT ROAD, #16-02 SOUTHPOINT, SINGAPORE 089763 E-MAIL: notices.spr@angloeastern.com It i< motoally ag, d bet=ea the Pa,ty stated io Bo, 3 aad the Pa,ty stated ia Bo, 4 that thi, Ag emeat =<istiag of PART I aad PART II as
=II as Annexes "A" (Details of Vessel or Vessels), "B" (Details of Crew), "C" (Budget), "D" (Associated Vessels) and "E" (Fee Schedule) attached
hereto, shall be performed subject to the conditions contained herein. In the
event of a conflict of conditions, the provisions of PART I and Annexes "A", "B", "C", "D" and "E" shall prevail over those of PART II to the extent of such conflict but no further. The Party responsible for issuing the final execution
version of this Agreement warrants that it is an Authentic BIMCO Template procured from a properly authorised source and that all modifications to It are clearly visible. "Authentic BIMCO Template" means a BIMCO-approved standard contract in
an editable electronic format. Signature(s) (Mana Name: }ia,'( (Ar; i;o. V(3',,t·,Q.) Position: D;( u,:;:r 04io( Se,cre.,ftb Copyright© 2024 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribuHon
of this BIMCO SmartCon documentwlll constitute an infringement ofBIMCO's copyri1ht. Explanatoiy notes are avallable from BIMCO at www.blmco.org.
Table of content SECTION 1- Basis of the Agreement Definitions Commencement
and Appointment Authority of the Managers SECTION 2 - Services Technical Management Crew Management and Crew Insurances Commercial Management Insurance Arrangements SECTION 3 - Obligations Managers' Obligations Owners'
Obligations Emission Trading Scheme Allowances SECTION 4 - Insurance, Budgets, Income, Expenses and Fees Insurance Policies Owners' Receivables and Expenses Management Fees and Expenses Budgets and Management of Funds SECTION 5 -
Legal, General and Duration of Agreement Trading Restrictions Replacement Managers' Right to Subcontract Change of Control Responsibilities General Administration Managers' Information System Vessel's Information and Data Inspection
of Vessel Compliance with Laws and Regulations MLC Personal Data Protection Cyber Security Sanctions Anti-Corruption Duration of the Agreement Termination BIMCO Law and Arbitration Clause 2020 BIMCO Mediation/Alternative Dispute
Resolution Clause 2021 Notices Entire Agreement Third Party Rights Partial Validity Waiver Warranty of Authority Confidentiality BIMCO Electronic Signature Clause 2021 Interpretation ANNEX "A" {DETAILS OF VESSEL OR VESSELS) ANNEX
"B" {DETAILS OF CREW) ANNEX "C" {BUDGET) ANNEX "D" {ASSOCIATED VESSELS) ANNEX "E" (FEE SCHEDULE)
PARTII SECTION 1- Basis of the Agreement 1. Definitions In this Agreement
save where the context otherwise requires, the following words and expressions shall have the meanings hereby assigned to them: "Affiliates" means a company, partnership, or other legal entity which controls, is controlled by, or is under
common control with, a Party. "Company" (with reference to the ISM Code and the ISPS Code) means the organisation identified in Box 5 or any replacement organisation appointed by the Owners from time to time (see subclauses 9(b)(i) or 9(c)
(ii), whichever is applicable). "Control" means the direct or Indirect ownership of fifty per cent (50%) or more of the issued share capital or any kind of voting rights in a company, partnership, or legal entity, and "controls",
"controlled" and "under common control" shall be construed accordingly. "Crew" means the personnel of the numbers, rank and nationality specified in Annex "B" hereto. "Crew Insurances" means insurance of liabilities in respect of crew risks
which shall include but not be limited to death, permanent disability, sickness, injury, repatriation and loss of personal effects (see subclause S(b) (Crew Insurances) and Clause 7 (Insurance Arrangements) and Clause 11 (Insurance Policies)
and Boxes 10 and 11). "Delivery" means the date on which the Company identified in Box 5 becomes responsible for the Vessel under the ISM and ISPS Codes. "Flag State" means the State whose flag the Vessel is flying. "ISM Code" means the
International Management Code for the Safe Operation of Ships and for Pollution Prevention and any amendment thereto or substitution therefor. "ISPS Code" means the International Code for the Security of Ships and Port Facilities and the
relevant amendments to Chapter XI of SOLAS and any amendment thereto or substitution therefor. "Managers" means the party identified in Box 4. "Management Services" means the services specified in SECTION 2 - Services (Clauses 4 through 7)
as indicated affirmatively in Boxes 6 through 8, 10 and 11, SECTION 3 - Obligations (Clause 10) as indicated in Box 14, and all other functions performed by the Managers under the terms of this Agreement, including Predelivery
Services. "Owners" means the party identified in Box 3. "Parties" means the Owners and the Managers and each individually a "Party". "Predelivery Services" means the services performed by the Managers for and in respect of the Vessel prior
to Delivery. "Severance Costs" means the costs which are legally required to be paid to the Crew as a result of the early termination of any seafarer employment agreement for service on the Vessel. "SMS" means the Safety Management System
(as defined by the ISM Code). "STCW" means the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1978, as amended in 1995 and 2010 and any amendment thereto or substitution therefor. "Vessel"
means the vessel or vessels details of which are set out in Annex "A" attached hereto. 2. Commencement and Appointment With effect from the date stated in Box 2 for the commencement of the Agreement and continuing unless and until
terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel in respect of the Management Services. 3. Authority of the Managers Subject to the terms and
conditions herein provided, during the period of this Agreement the Managers shall carry out the Management Services in respect of the Vessel as agents for and on behalf of the Owners. The Managers shall have authority to take such actions as
they may from time to time in their absolute discretion consider to be necessary to enable them to perform the Management Services in . accordance with sound ship management practice, including but not limited to compliance with all
applicable rules and regulations. 00 ......-·- ..··"-..............,. •,• ••,•,•, a,e available from BIMCOat www.bimco.org. .......... -· .·. ••oo•-·-- ·-·········-··•·=·-···· -AW,\\
PARTII SECTION 2- Services Technical Management (only applicable if agreed
according to Box 6). The Managers shall provide technical management which includes, but is not limited to, the following services: ensuring that the Vessel complies with the requirements of the law of the Flag State; ensuring compliance
with the ISM Code; ensuring compliance with the ISPS Code; operating a drug and alcohol policy as agreed with the Owners; providing competent personnel to supervise the maintenance and general efficiency of the Vessel; (fl arranging and
supervising dry deckings, repairs, alterations and the maintenance of the Vessel to the standards agreed with the Owners provided that the Managers shall be entitled to incur the necessary expenditure to ensure that the Vessel will comply
with all requirements and recommendations of the classification society, and with the law of the Flag State and of the places where the Vessel is required to trade; arranging the supply of necessary stores, spares and lubricating
oil; appointing surveyors and technical consultants as the Managers may consider from time to time to be necessary; arranging for the sampling and testing of fuels, as applicable; and in accordance with the Owners' instructions,
supervising the sale and physical delivery of the Vessel under the sale agreement. However, services under this subclause 4(j) shall not include negotiation of the sale agreement or transfer of ownership of the Vessel. 4.1 Purchasing To the
extent that the Managers are responsible for arranging the supply of necessary stores, spare parts, lubricating oil, provisions and other marine products or services for the Vessel under this Agreement, the Managers shall have the discretion
to arrange said supplies and services through purchasing associations or alliances the Managers may participate In or under their fleet purchase contracts for major bulk procurements, to obtain advantageous prices and terms. If, however, the
Owners are able to obtain, In good faith, on arm's length terms, on true like-for-like basis (including quality, certification, manufacture, timing, place of supply and other factors, but Ignoring taxes and exchange rate fluctuations), the
same supplies or services at a lower price than that obtainable by the Managers, the Owners can require the Managers to either procure said supplies or services from the Owners' source or undertake said procurement themselves. The Owners
agree that the Managers may retain any surpluses or dividends distributed by the purchasing associations or alliances the Managers participate in and any discounts or commissions that they may receive retrospectively under their fleet
purchase contracts by virtue of the Managers' overall volume of procurements and not particular to the Vessel, subject always to the Owners having the benefit of competitive pricing as stipulated hereto. For all other purchases, subclause
13(e) of this Agreement shall apply. Crew Management and Crew Insurances Crew Management (only applicable if agreed according to Box 7) The Managers shall provide suitably qualified Crew who shall comply with the requirements of STCW. The
provision of such crew management services includes, but is not limited to, the following services: selecting, engaging and providing for the administration of the Crew, including, as applicable, payroll arrangements, pension arrangements,
tax, social security contributions and other mandatory dues related to their employment payable in each Crew member's country of domicile; ensuring that the applicable requirements of the law of the Flag State in respect of rank,
qualification and certification of the Crew and employment regulations, such as Crew's tax and social insurance, are satisfied; ensuring that all Crew have passed a medical examination with a qualified doctor certifying that they are fit
for the duties for which they are engaged and are in possession of valid medical certificates issued in accordance with appropriate Flag State requirements or such higher standard of medical examination as may be agreed with the Owners. In
the absence of applicable Flag State requirements the medical certificate shall be valid at the time when the respective Crew member arrives on board the Vessel and shall be maintained for the duration of the service on board the Vessel;
ensuring that the Crew shall have a common working language and a command of the English language of a sufficient standard to enable them to perform their duties safely; Copyright© 2024 BIMCO. All rights reserved. Any unauthorised copying,
dupllcation, reproduction or distribution of this BIMCO SmartCon document wlll constitute an Infringement of BIMCO's copyrfght. Exp\anatorv notes are avall.ible (ram BIMCO atwww.bimco.org.
PARTII arranging transportation of the Crew, including repatriation; arranging
the supply of provisions unless provided by the Owners; training of the Crew; conducting union negotiations; and if the Managers are the Company, ensuring that the Crew, on joining the Vessel, are given proper familiarisation with their
duties in relation to the Vessel's SMS and that instructions which are essential to the SMS are identified, documented and given to the Crew prior to sailing. f4t el'lsuring tl,el theC, ew, befere joi11i11g the \'l!nel, ti,e gi,e11 proi,ei
Fa1niH11risetfo11!II\ tl,eir elt1tles i11 rehn,e11 to tl1e ISM Cede, e11el IF1S!ft1etil'lg ti,e Ere" te ebe( ell reasonable orflefl ef ti'le EompaR, In eenflce:tiel'I .. l h the ei,eretiel'I ef Ille SMS. l i} '#kere Me"8gers e, e Rel
pl'O'l>'ielh,g leei't11icel n,eI1egcmel'lt ,e, ,ices i" eeeerde11ee nitk Cle11se -4 [feei't,.,ieel M1megementl: f4t e11st1ririg thet 11e i,cr,e," eo,.,neeteel to tl,e r,ro l,IM end tl e perferme11ee of tl,e e,e.u menBl!Cment ser,iees
shell i,roeecel te sea en beo,d the 'd-essel ....I1heut he 11rlor eel'lsent of the Owners {such een,e1,11101 to he 11,1,eeser,ebl .. ithheldl, 1111!1 erist1ririg thel i11tl,e eoel'lt thatthe o..11crs' flftlg ar,il aleohel polit'j re ttlres
measures le he tel<el'I prier ta the Ereu1 jei.,irtg"tl,e Vessel, implemcntlrig st:1eh meest:1res, Ere.. h,,ure,.,eeJ (0111, ei,plleeble if ,ubcle1:1se Slel applies 011d if egl'Ced eeee,di11g to BOK 18) 'Fhe Mo,,agers 31'111II
thN:1t1gl'leut tl,e period ef tl11, Agreement l!)l'O',ide tl'le fellewing ,er11lee,: Iii em1ngi11g E,e,. In,11fMces iA 11ccol'donee ofith the l!cst 11ree:tiee of p, ude11t 111eAegcrs of vessels ef e similar t;·pe to the 'h:,,el,
o11lti, ,ettnd 01,d rept1teb!e h,s1:1re11ee comp11nics, u11deh,riiers or ossoeiol'ie11s. lr1,1:1rel'lec, for ""f etl,er pem,11:, preeeedi11r; te ,en or1bouel tl,e Vessel mo·, be ,cparelel, eg't'ced b, the o..ncr5 end tl.e Mor,er;ers !see BeM
lB), !Ill c, ,:11:1, i, ,g II.et ti ,c Q,.r,er, lll'C ene, c of the term,, co,,dltio11,, execptioru end limit, ofliebillt, of tl,e i11,u, once, i11 lt1bcl11t13e S(bl(I), flii) e11,uri1,g tl'let ell i,, c,11it11,,, o, II, i,n e1i,eet of il,c
i11Jtlfll1,cu i,, ,ubelo1:1,e Slbl(i) ere r,eil'l b, their due dete, f ) if ebteir,eble ot "" eelditieAol ee,t, c11,uril'lg that i11Jt:11'11flecs i11 ,1:1hele1:1,e S(b)O) r,eme the a..ners a, e Joint 1m1:1red hill, f11II cettr e11d, 11nlc,,
elhel"t<'i,e egreed, en tel'ms ,11cl. that Of,ner, shall be 1:111der ni, llahili l" resi,ect of premi11ms or cells erbir1g i11 eer1neetion .. ith such i11,11ronees. ! J i,ro,ldi11g ,oritte11e.idence, to tl.e rc11,011el!lc ,etilfeetien of
the O.. ncr,, ef the M1111111!er,' co·m11lie11ce . ith their ebllgotio,.,, t1l'ldet subel11u,es Slb)(lij, eflel SfbHIII) ctithin e re&.:;eneble time of the eoInn,eneeme11t of thi:, Agreeme11t, 111111 ef e11eh re11eo11I dole 1111d,
if ,pedFienll, rel'!UC)ted, of e11eh p119me 1 elok ef the in,ur1111ce, i11 ,ubele11,c Sfblfil, 6. Commercial Management (enl, epi,lieeble if egl'Ced occordiug to BoK 8l. 'Fhe Mo,,agcrl ,hell preoiele ·tric fello,1i11g Jeh<iees fo, the
'del!CI in eece,d1111ce - it!. the Oo,11cr,' IA,truetio11s, "hieh ,hall 111·e11:1de bttt Mt be lit11lted ta: tet ,ecleir,g e11d I1esc,tiotin!!! emple9fl'lel'lt fer the 'k!sel artd the eenel1:1sie" (incluelil'lg the cxeet1tion thereof) ef
chertcr partie, or olher eent,ee relating te Ille emplei n1e11t el tl,e 'h:!sel. If st1eh a eor,treet creeec!, tllc pcried s111tcfl i,1 Be 9, t!el'lser1t !11ereto i!I ..,.,iti11g sl,oll fir5t be ebtoiHed 11e,., tl,c Ooorie, 5, tct vo,age
esti,,,11t'irig erid oeceu11tiI1g er,d eeleulatior, ef hire, freig,lll , de111u, ,ege 11,,cl701 dc,i,otcl, , or1ies due !rem o, due to the char«:rer, of the Ve3'el, 11sslsting in !he eellectiel'I of 81'1f ,ums er emlssio, alle.. a11ecs due te
tl1e Owner, related to the commerelel opel'i!ti011 of the ','essel i!I 11ceord.er1ce ,,IthEl11u,c 12 fOwl'ler:,' Accci eble, 11nll Ekpe11sul, If 1111, of the se""iees under st1belot:1ses 6!e), 6(bl anfl 6(c) ere 10 be excluded from tl,c
1mri11al mal'IBgeme111 fee ,•cmuneretiin, for !hese ,c ice, m11st be ,te!ed iri A11,1ex E (Fee Sel,elltile1. See Jubeleusc l:3fej. ffl eppei11ting ste edere-s, 1111d fgt 11rftl11giflg surveys em,eieted with tlle ee111mereiel e11eral'iel'I
of the Ves,sel. ,••••• ~mM"""-•-""'""'"'""""""•a.,..,"""""'"""" ""'°""''"""'=••• •a-•••••" •• •-••••=m·,..,,.,..-"" are available From BIMCO at www.bimco.org.
PARTII 7. Insurance Arrangements (only applicable if agreed according to Box
11). For the entire duration of this Agreement, lhethe Managers shall arrange insurances in accordance with Clause 11 (Insurance Policies), on such terms as the Owners shall have instructed or agreed, in particular regarding conditions,
insured values, deductibles, franchises and limits of liability. SECTION 3 - Obligations 8 Managers' Obligations The Managers undertake to use their best endeavours to provide the Management Services as agents for and on behalf of the
Owners in accordance with sound ship management practice and to protect and promote the interests of the Owners in all matters relating to the provision of services hereunder. Provided, however, that in the performance of their management
responsibilities under this Agreement, the Managers shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to time be entrusted to their management and in particular, but without prejudice
to the generality of the foregoing, the Managers shall be entitled to allocate available personnel and resources in such manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and reasonable.
Where the Managers are providing technical management services in accordance with Clause 4 (Technical Management). they shall procure that the requirements of the Flag State are satisfied and they (or their nominee) shall agree to be
appointed as the Company, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code and the ISPS Code, if applicable. Owners' Obligations The Owners shall pay all
sums due to the Managers punctually in accordance with the terms of this Agreement. In the event of payment after the due date of any outstanding sums the Manager shall be entitled to charge interest at the rate stated in Box 13. Where the
Managers are providing technical management services in accordance with Clause 4 (Technical Management}, the Owners shall: report (or where the Owners are not the registered owners of the Vessel procure that the registered owners report) to
the Flag State administration the details of the Company responsible for compliance with the ISM and ISPS Codes; procure that any officers and ratings supplied by them or on their behalf comply with the requirements of STCW; and instruct
such officers and ratings to obey all reasonable orders of the Managers (in their capacity as the Company) in connection with the operation of the Managers' safety management system. tet Where the M11l'lagers are l'IOt preuldi11g tecl,11icel
msnagel'l.el'lt ,e ices iii eecol'de11ee ,,!th Cletue -4 (Teeh1,icel M1111egen,e11tl, the O,one,! I.ii procure lhet !hi! re11ulrel'lte1,t, ef ti ,c ring Stl!te ;ire sethlied Ol'ld i,otif·f the Mei,ager, upon el!eedtie11 of llti5 Agreemel'lt
of the name end een!eet deteil5 ef tl1e orge,ilsetiel'I tllel •.uill Ile the Cofl'lpo1 , I, ee,'l'lplelcing BeM S, (Ii} if the CM1J1e11f chol'lge, ot 81'11time duri11g this Agreemel'lt, netify the Mel'lager, ii'! a timely manl'ler er the
l'!al'l'le et'l!l eel'!taet details ef the l'!ellv orgeni,11tion, {iii} precu, e ti.el the details of th_e Eempeny, including er,9 ehel'!;e tl1c, eof, are re!'or-ted to the Flag State od,P1i11istretio1•, 11,, eciui ed to co,npl .. ith the
ISM ond ISP5 Code:;. lhc O"'"er, ,hell ec!oi,e the Me11oger5 ir, 11 timel'I' me"11er ""hen the Fler; State edminlstral'ior, he, 01'Pf011ec! the Col'l'lpe11 ·. end Where the Managers are providing crew management services in accordance with
subclause S(a) the Owners shall: inform the Managers prior to ordering the Vessel to any excluded or additional premium area under any of the Owners' Insurances by reason of war risks and/or piracy or like perils and pay whatever additional
costs may properly be incurred by the Managers as a consequence of such orders including, if necessary, the costs of replacing any member of the Crew. Any delays resulting from negotiation with or replacement of any member of the Crew as a
result of the Vessel being ordered to such an area s_hall be for the Owners' account. Should the Vessel be within an area which becomes an excluded or additional premium area the above provisions relating to cost and delay shall apply;
agree with the Managers prior to any change of flag of the Vessel and pay whatever additional costs may properly be incurred by the Managers as a consequence of such change. If agreement cannot be reached then either Party may terminate this
Agreement in accordance with subclause 31(f); and "'"'•-••="a;s •-•·""""'"'"'•• """•'"••&••- •"•""•MooO ••••ro•-- •--"'"'••••••, •........,,,.,=••""""'·- are available lrom BIMCO al www.bimco.org. 'P'-'\ p \
PARTII (iii) provide, at no cost to the Managers, in accordance with the
requirements of the law of the Flag State, or higher standard, as mutually agreed, adequate Crew accommodation and living standards. fet '•'>'here tl.e Monegcr, ere Mt 11.e Ce1'"po119, the o..nel'5 ,11ell enst1re thet Ere , Bre prepetlv
femi1111risee .. Ith their elt1t'ie5 lr1 ee-ee1d81'1ee with Ike 'les,el's SMS &l'ld thet instrt1e!iens ,,1,iel, ere ene111.i11I te tl•,e SMS ere lelel"ltifled, ileet1n1ented 11,,11 gl,en te tl,c Cl'en 1'Fit1r te Emission Trading Scheme
Allowances ATTEPHION: It i,stro,,gl, reeom1nended thet the Pemes reed the eeeempen"ying ei<plonelery notes el'ld, ii'Ipertiet1l11r, eorefollr eel'lsider tl,e e0Met1ue11ee1 ef the Oul'lerl ..,111,det;ng e,,t'l tl,e Me1111gefl 11e-eept;r1g
1ueh n,11ndate by e 1ig11ed document .. hereby the Mel'lftger, esst111,e ,e:,pe11sll:Jilit, fer eer1,plisl'lee.Ith 11pplie111!le Emissie11Sd,e1t1e()l t:tnde, st:tl!eleuse lb) of this Ch11:1se. The P11rlies sl,euld eem"lete lfle nt11"11ber er
lla ·s in st11!elet1se !Ill/Iii), Ii ) Bf'ld M. Notwithstanding any other provision in this Agreement, the Owners and the Managers (together the "Parties" and each Individually a "Party") agree as follows: "Administering Authority" means
the administering authority in the European Union member state which has been assigned to the Responsible Entity applicable to the Vessel. "Emission Allowances" means an allowance, credit, quota, permit or equivalent, representing a right of
a vessel to emit a specified quantity of greenhouse gas emissions recognised by the Emission Scheme. "Emission Data" means data and records of the Vessel's emissions in the form and manner necessary to calculate its Emission
Allowances. "Emi'5ien Scheme" meol'ls o greet'll,ot1,e ges emi5'io11, tfl!ding ,che..,e uhiel, fer the l'Jt1rpo,e, of 11,i, Clot1,e !I.oil include tl.e Europeon l:lnien E1t1iulo1u ft'i!elh1g Siistefl'I and i!l'l't ether !ht1iler s,s1erns
irnlleseel b, epplleal!le le•.tft1I l!t1fflerll'!es tl1ot regulafe the issuenee, olleeetien, tredlng er surrenderl"g ef Ernl5sio,1Alle,·,ences. "EU Emission Scheme" or "EU ETSn means the European Union Emissions Trading System (Directive
2003/87/EC of the European Parliament and of the Council of 13 October 2003 establishing a system for greenhouse gas emission allowance trading within the Union and amending Councll Directive 96/61/EC) that regulates the Issuance, allocation,
trading or surrendering of Emission Allowances, including the Commission Implementing Regulation (EU) 2023/2S99 of 22 November 2023, and any amendment thereto or substitution therefor. "EU MRV" means the European Union (EU) MRV Regulation
(Regulation (EU) 2015/757 on the monitoring, reporting and verification of greenhouse gas emissions from maritime transport, and any amendment thereto or substitution therefor. "EU Voyage" means a voyage made by the Vessel from a foreign
port to a port in the European Union, or a voyage from one port to another port within the European Union, or a voyage from a port within the European Union to a foreign port, which ls subject to the EU Emission Scheme. "Responsible Entity"
means the party responsible for compliance undereflV the EU Emission SchemeW applicable to the Vessel by-lew 11Rd/er regt1h1tieR. The Owners (or the Owners' nominee) shall be the Responsible Entity and comply with the EU ETS as applicable
to the Vessel throughout the period of this Agreement at the Owners' expense. The Managers shall provide the Owners with Emission Data in a timely manner to enable Owners (or the Owners' nominee) to fulfil their obligations as the
Responsible Entity under subclause 10(a) hereabove, and/or at regular intervals to be agreed between the Parties. Such Emission Data shall be verified by an accredited verifier and, if required by Owners, audited by an independent party
approved by them, at the Owners' expense. The Managers shall provide EU MRV and EU ETS management services for the Vessel which shall include, but not be limited to, the following: establishing a monitoring system, developing a greenhouse
gas emissions monitoring plan, having it assessed by a verifier, and submitting it to the Administering Authority; arranging the monitoring, reporting and verification of the Emission Data in accordance with the EU MRV and EU ETS,
respectively; providing the Owners with Emission Data in accordance with subclause 10(b) hereabove together with the calculation of the Emission Allowances required thereof; assisting the Owners to apply for a maritime operator holding
account with the Administering Authority; and arranging the surrender of Emission Allowances to the Administering Authority in accordance with the EU Emission Scheme, subject always to the Owners having provided such Emission Allowances to
the Managers. ..........=.,..,..-..- an,availabielromBlMCOatwww.bimco.org. ........... •-·"""""'--"""-"= ----,-" , ,...=, ...,.. _ ,U \
PARTII The Managers shall perform the management services under this subclause
lO(cl for and on behalf of the Owners provided that andto the extent the Administering Authority permits and it is possible for the Managers to do. Any Emission Allowances deposited or transferred by the Owners to the Managers under
subclause lO(cl hereabove shall be held to the credit of the Owners until surrendered to the Administering Authority applicable to the Vessel. For their management services under this Clause 10 the Owners shall pay to the Managers fees of
(i) USD150.00 per month, and (ii) USD250.00 per EU Voyage made by the Vessel provided that ABS (American Bureau of Shipping) is used for verification of the Emission Data, otherwise USD300.00 per EU Voyage. These fees shall be additional to
and separate from the annual management fee and shall be subject to annual review. For the avoidance of doubt, this Clause 10 shall apply to the EU Emission Scheme only. The Parties shall agree separate terms and arrangements for compliance
with any other similar emission schemes imposed by applicable lawful authorities that regulate the monitoring, reporting, issuance, allocation, trading or surrendering of emission allowances. flt¼ Swnc,s as Respensillle [f'llilf \','here
the O, ners are the Resi,ensible El'ltit\. (ii the OhAel'!l sl-!ell eompl, .. ith or pree1:1rc eem,pliei,ec ,;ith eov Emi,sion Sehef'r1c(s) applicnble to the •m,el tl1ret1ghet1t the period ef this Agree"1ent et thei, e:icpe11se. (Ii) he
Menogers shell pre ide the Owners with Emlssien Oeta In a tiA1el7 manl'ler to enable eemplienee with st:lbeletue Ii) ebo,e, a11dfor at regtiler il'llernils te be !!greed bch,ee11 tl,e Parties. S11eh Emissier1 91110 shell be ,erified lit el'I
accredited e,iRer, where ei,i,liei!llle, and If l'CC1t1ired b, 01..,,er:, etidited b, en indei,ende11t part, oppro,ed by them, et the OM,ers' e:icpen,e. (iiil Eminio11 Scheme Men11r,:eme1,1 Se,.,iee, Tl,is 31:lbelatne (iii) is lll'Plieeble
onl, if thePerties stete "'!es" in Be:ic l li! The MaAegers shell pr8'llide Effll5Jlon Seheme m11nBgement Jel'liiee, ·n•hleh shell inel11dc, bt1t not be lin,ited te, the fellewing. f½-¼ p,o,ldin,lll the O,,ner, .. ith En,i,,ion Doto ir'I
eccor-danee with 31:lbchitise (ol(iil obo,e tegether .uith the eolctilotion of tl,e Emi,si011 All0.. 11r'lce3 re11tiired, ffl orrenr,:h,r; the menltorln_g en!! reporting of the Em15,len Oote to tl1e e!lmi11i,te, i,1g otithority in eccerdonce
t'titfl the Emis,io11 Seheme(sl, en!! fat erreni:h,r,: the 31:lffl!nder ef the O,wners' Emi,sier'I Allewanees ir'I oece, dBnee oith theEl'l!bsien Schemef5l. Whel'C Ilic Mai,egefl fer the Manager:,' ,,omlnee) ore mode the Responslblc Entit,
1:1nder on, En,bsion Schen,e(3) applicable to the '.'e33el, or a,sti,¥H! that e,pon!lbllltv b, agrecl'/le11t bet.,ec11 the Pal'l!es in accorda,,ee ,!lith s11ch Emi53ion Schcl'lle(,)', the follo.. inr,: shall oppl1. The Meneger3 shall
pre,ide the o..ners oith Efflissie11 Oete 11'1eeeen!onee nith s1:1belett!e lel!ii! abo,e tegethe, .. itl, thec11le1:1h1tien of ti-le Emission Alloo11nees recit:Jired. "fhe Menegefl shall mofliler el'ld report Embsien Doto te the
edmir,lstering11t1lherit; In oeeerder,ee nith theEmis,ier1Seheffle(s) oppliceble to tl1e Vem:1. (ii!) Tl-le MaMgers ,!-loll eoeh i,,o,,th prep11re e11d pre,ent to ti-le o .ncr,, in uuritil'lg, ti ,eir e,ti,nete, of the En1is,iol"I
Allowonec., fer ti-le 1/ejsel fo, the e11st1iflg "1or,th, inclt1dlng the reee11eilli1tie11 ef the Vessel's eet1:111I emis,iens tir1der each Er11i'5ier, Scl.e11,e eppliceble te the 'Je.ssel fer l-he prc•,•ietis months and edj11,tment fer ony
preuloti5 sherlfoll ot eMCe3'. Stich Emi,_s!o" .t.110,.enec, shell be reeei,cd b, the MeMgers (or the Menegers' r,e11,ir1ee) frem tlie 0,wl'le"' wllhln the n11r11ber ef dO'f'5 ll11led in BeM H(ii) after receipt b, the O,me,s ef tile
Mer,egers' "'i1te11 reqbest. (I,) Pie, later the, fet1rteen (14) de,, prier te tcrn,inetien i,f this Agreement, the Menage,, ,holl prepare end present 10 the Owners, in v,ritit1g, ti.ch e,timates of the EmiSJion Allo•,,e11ec, dtie for the
1,'@s,el for the liool mentl, or pert thereof, except that ,ihere the Agrce,'llent 1, tefl'l'lir,etcd in elre1:1m tenee, "'hich do net ollo.. the Menegef5 fot1Fteen (14) days' time the Menegers shall netif, the Owner, of seid E1'11is,ie11
Allo,1enees e, JOOP'I o, pos:iiblc. 'A'itl,in the l"lti,,,ber of de,, stated i11 B0it l:"1 Iii) of Jt1cl1 netifieatien, llljl netl111e tl,on lhe ter,ftil'llltier'I ef the Agteel'flent, the Emissien Alle.. ances netified bv tlle Menegers shell
be trensferred b9 the 0 .. l'lets le the M11neg-e,, (or the Managers' nemil'lee). (ul Ant difference bet .. ecn the Emi331on Allenanec, estimated according to Jt:lbclat1,e (bl(ivl ebove end the Emi:ulen Allo.uenees ectt1ell, dtie eeeordll'lg
te the Emission Seheme(:i) epplic11ble to !I-le Yes,el 11:, et the time and date ef termination of this Agreement, shall be reconciled 011d settled bet .. een the Perties within the n1:1n,ber efde , ,tetcd h, Box l◄tiil. (oil Tl1e Parties
ma, og,ce te fii,oneie,el e1:1rity fer the 0wflef5' obligotion, 1:1nder lt1beletise (b)liilj, (i,I oi,d M elle,e. In er1, e,er1t, tl>ie e_..nef5 shell prooicle the Mol'lagers fer the Managers' nen,lnee) in II timely manner ,_ltl'l lhe
Emmien t.Uo.. enee, reqtiitCd to ftillil their Copyright© 2024 81'-KO. Ail righi, reserved. Any un,uthonsed copying, duplication, reproduction or distribution of this SIMCO 5martCon document will constitute an infringement of BIMCO's
capydeht I , are avail•ble !ram eo,<eo it www.bimca.o,g. -,'1--y
PARTII f'tii) fl-le Mo"oger3 tor tl1e Mo1111ger,• "e11,1il'lce) Jl,oll
,ttm:l'lder tl1e (l'l'liJJie" Alll:l'Utt11'1ce! il'I aecordence oiitl-l ti-le Erl'ii3'ie" Sel-iefflc l epplieeble te the \le"el, 11:1bject a!.. 091 t'O !l.e 01.a11er1bel"gfrc,noini11g re,pen,il,le for preoidi11g Jtscll cmiY-!len Allo"1111ee,
te the M11"11ger3 !er the M11n8ge,5' ne111i1'1ee). (viii) Al'lt El'l'IISSIOR Alle'liill'ICES er fll'l8FIC1el 9CCttfitv tl'ill'ISferr-eEI by •he OWl'ICFS le ti-le Me,n:igei<s for !he Managers' l'lemif'ICE) ttl'lder this Jttbclettse !bl
sl-lell he I.cit! to the cretlit ef the Qa,fler, 1ep11, ete11 ttl'ltil sttnenElereEI le tl,e 11!lmif'li5teri11g 11uthorit1 ef tl.e E,l'li5sie,, Sclmfle(Jl applleeble te tl,e 'ie:Hei. tet fhe-O¼r,cr, ,hall pa, 10 the Mer,e,:el'3 the kc Jleted
In Box l:4fiil) if'I "" eree ,uhject te tll'I Eml1sio1, Sehel'l'lc Dl"J'lleable to 11,e Ve:.Jsel. If no emotmt i, e11tered '" Box l4flii), ,1:1ch fee JI.ell he 8:ljttmed to he i11dttded in the oMttel mene,:e111e11t fee. {tit If eitl,er
Paf't:1 fail, to eempl'f wiH, al'ly of its ebligatier,J ttl'!Eler 1h13 Cle11se, !he other Party shell be ei,!ltlce te tcm1inete this Agreel'l'lellt ,..ith il'!11nediete effeet lit giuii,g l'll'ltiee le !l,e Pi1rt'1 ir-i def.l!ult ,. The
Eu1opeo" UAior. El'l'li3sio11 mdil'lg S1,t-en,'3 Comn1i5'iori ll'l1ple1,ie11tir,g Rcgttle!lo11{EU) 2023/2599 er 2i! Plo emher i!0i!J 111,ir,g tlenr, r111e, fer tlie 81!Jplieallel'I ef Dlreeti e 2003f87lEC req1:1!re, e ,igned deettfl'IC"t
elearl,- ir,eieating that the Manogel'5 have beel'I dtd·v r,,e11detcd b·1 the Oo.uers for the Managers to a,s1:1111c re,!!Jol'lsihilit1 ur,dcr sttbeleu,e (b). SECTION 4- Insurance, Budgets, Income, Expenses and Fees 11. Insurance
Policies The Owners shall procure, whether by instructing the Managers under Clause 7 (Insurance Arrangements) or otherwise, that throughout the period of this Agreement: at the Owners' expense, the Vessel is insured for not less than its
sound market value or entered for its full gross tonnage, as the case may be, for: hull and machinery marine risks (including but not limited to crew negligence) and excess liabilities; protection and indemnity risks (including but not
limited to pollution risks, diversion expenses and, except to the extent insured separately by the Managers in accordance with subclause S(b)(i), Crew Insurances); NOTE: If the Managers are not providing crew management services under
subclause S(a) (Crew Management) or have agreed not to provide Crew Insurances separately in accordance with subclause S(b)(i), then such insurances must be included in the protection and indemnity risks cover for the Vessel (see subclause
ll(a)(ii) above). war risks (including but not limited to piracy, blocking and trapping, protection and indemnity, terrorism and crew risks); and such optional insurances as may be agreed (such as kidnap and ransom, loss of hire and FD
& D) (see Box 12). Subclauses ll(a)(i) through ll(a)(iv) all in accordance with the best practice of prudent owners of vessels of a similar type to the Vessel, with sound and reputable insurance companies, underwriters or associations
and, for protection and indemnity risks, with a club or association which Is a member of the International Group of P&I Clubs ("the Owners' Insurances"); all premiums and calls on the Owners' Insurances are paid by their due date; the
Owners' Insurances name the Managers and, subject to underwriters' agreement, any third party designated by the Managers as a joint assured, with full cover. It is understood that in some cases, such as protection and indemnity, the normal
terms for such cover may impose on the Managers and any such third party a liability in respect of premiums or calls arising in connection with the Owners' Insurances. If obtainable at no additional cost, however, the Owners shall procure
such insurances on terms such that neither the Managers nor any such third party shall be under any liability in respect of premiums or calls arising in connection with the Owners' Insurances. In any event, on termination of this Agreement in
accordance with Clause 30 (Duration of the Agreement) and Clause 31 (Termination), the Owners shall procure that the Managers and any third party designated by the Managers as joint assured shall cease to be joint assured and, if reasonably
achievable, that they shall be released from any and all liability for premiums and calls that may arise in relation to the period of this Agreement; and written evidence is provided, to the reasonable satisfaction of the Managers, of the
Owners' compliance with their obligations under this Clause 11 within a reasonable time of the commencement of the Agreement, and of each renewal date and, if specifically requested, of each payment date of the Owners' Insurances. Owners'
Receivables and Expenses Except as provided in subclause 12(c) all monies collected by the Managers under the terms of this Agreement (other than monies payable by the Owners to the Managers) and any interest thereon shall be held to the
credit of the Owners in the nominated bank account stated in Box 17. ·-•.-.'·"•-'"=-m•=••·•..-··--····•··-·..-• ............·-···..............= -··-"'·"··~·......--..-•=7•- ---/V\f1\
PARTII (b) All expenses incurred by the Managers under the terms of this
Agreement on behalf of the Owners (including expenses as provided in subclause 13(c)) may be debited against the Owners in the account referred to under subclause 12(a) but shall in any event remain payable by the Owners to the Managers on
demand. fet All moniel eolleeted Bf t1,e Menogers uniler Cle1:15e 6 (Con11,,el'Ciel M11negerner1t) sl1ell be 11eid i11to e Benk eeeounl in the nerne ef the O\onerso, es me1 Ile 11theflwi,e ed,isee by the Ow,,ers in ,wrll'iflg. tel All
emiHien ello"'o"eel eelleelee b, the Mei,eger, under Cleu,e 6 !Commercial Monogernent) ,hell be dep,uited i11to the eeeo1:111t ed,ised b; the Om'lers ill ,wil'ing. Management Fees and Expenses (i) The Owners shall pay to the Managers a
predelivery management fee as stated in Box lS(i) at the same time as the Owners pay the first instalment of the annual management fee to the Managers according to subclause 13(a)(ii). If Box lS(i) is left blank, an amount equivalent to one
twelfth {1/12th) of the annual management fee shall apply. The predelivery management fee shall be payable to the nominated bank account stated in Box 17. The Owners shall pay to the Managers an annual management fee as stated in Box lS(ii)
for their services as Managers under this Agreement, which shall be payable in equal monthly instalments in advance, the first instalment (pro rata if appropriate) being payable as from Delivery and subsequent instalments being payable at the
beginning of every calendar month. The annual management fee shall be payable to the nominated bank account stated in Box 17. In the event Delivery of the Vessel does not take place for any reason other than default by the Managers, the
predelivery management fee stated in Box lS(i) shall remain payable by the Owners to the Managers. The annual management fee shall be increased by two and one half percent (2.5%) annually,1:11,jeetto en ennuel l'eo!e.. end the prepo,ed fee
ll'lsll be pre,ented in the ennuol eudget in eeeordenee nlth,ubeleu,e 14(11). (cl The Managers shall, at no extra cost to the Owners, provide their own office accommodation, office staff, facilities and stationery. Without limiting the
generality of this Clause 13 (Management Fees and Expenses) the Owners shall reimburse the Managers for postage and communication expenses, travelling expenses, and other out of pocket expenses properly incurred by the Managers in the
performance of the Management Services. Any days used by the Managers' personnel travelling to or from or attending on the Vessel or otherwise used in connection with the Management Services in excess of those agreed shall be charged in
accordance with Box 16 except that the daily rate stated in Box 16(1) shall always be chargeable for attendance of any average damage occurrence and repairs, or for attendance of any extraordinary repairs or modifications or unscheduled
[non-statutory) dry docking of the Vessel. If the Owners decide to layup the Vessel and such layup lasts for more than the number of months stated in Box 18, an appropriate reduction of the annual management fee for the period exceeding such
period until one (1) month before the Vessel is again put into service shall be mutually agreed between the Parties. If the Managers are providing crew management services in accordance with subclause S(a), consequential costs of reduction
and reinstatement of the Crew shall be for the Owners' account. If agreement cannot be reached then either Party may terminate this Agreement in accordance with subclause 31(e). Save as otherwise provided in this Agreement, all discounts and
commissions obtained by the Managers in the course of the performance of the Management Services shall be credited to the Owners. (fl All payments of fees and any other payments due to the Managers under this Agreement shall be made without
any set-off whatsoever and free and clear of any withholding or deduction for, or on account of, any present or future stamp or other taxes, levies, fees, charges, restrictions or conditions of any nature. If the Owners are required by any
authority in any country to make any withholding or deduction from any such payment, the sum due from the Owners in respect of such payment will be increased to the extent necessary to ensure that, after the making of such withholding or
deduction the Managers receive a net sum equal to the amount which they would have received had no such deduction or withholding been required to be made. (g) Any change of the nominated bank account stated in Box 17 shall only be made by a
signed notification In writing from the Managers to the Owners, which shall be subject to a secondary verification by a telephone call made by the Owners to the Managersir,eceerder,ee oith e seettre pret-ecol egl'Ced bet.. ee11 the Per-tiu
111 Mil'ing, ,,1,ieh ,hall Include e ,eeender, .erifieal'ion proee". Under no circumstances shall any change of the nominated bank account be made by email alone. Budgets and Management of Funds The Managers' initial budget (including
predelivery costs and expenses, as applicable) is set out in Annex "C" hereto. Subsequent budgets shall be for twelve (12) month periods and shall be prepared by the Managers and presented to the Owners not less than three (3) months before
the end of the budget year. The Owners shall state to the Managers in a timely manner, but in any event within one (1) month of presentation, whether or not they agree to each proposed annual budget. The Parties shall negotiate in good faith
and if they fail to agree on the annual budget, including the annual management fee, either Party may terminate this Agreement in accordance with subclause 31(e). Copyrlaht © 2024 BIMCO. All right, remved. Any unauthori,.d COPY,"11.
duplication. reproduction or distribution of this SIMCO SmartCon document will constitute an Infringement cf BIMCO"s copyr - not are available from BIMCO at www.blm<c>.org
PARTII Following the agreement of the budget, the Managers shall prepare and
present to the Owners their estimate of the working capital requirement for the Vessel and shall each month request the Owners in writing to pay the funds required to run the Vessel for the ensuing month, including the payment of any
occasional or extraordinary item of expenditure, such as emergency repair costs, additional insurance premiums, bunkers or provisions. Such funds shall be received by the Managers within ten (10) running days after the receipt by the Owners
of the Managers' written request and shall be held to the credit of the Owners in the nominated bank account stated in Box 17. Subject to Clause 3 and subclause 4(f), the Managers will seek Owners' prior written approval for any unbudgeted
expenditure, which shall not be unreasonably withheld or delayed by the Owners, except that In cases of urgency the Managers may incur or commit to such expenditure without Owners' approval but shall notify the Owners of it as soon as
possible. The Managers shall at all times maintain and keep true and correct accounts in respect of the Management Services in accordance with the relevant lntcrflillie1,el Afle,1eiel Rei,erent Sloflde, els United States Generally Accepted
Accounting Practices (US GAAP) or such other standard as the Parties may agree, including records of all costs and expenditure incurred, and produce a comparison between budgeted and actual income and expenditure of the Vessel in such form
and at such intervals as shall be mutually agreed. The Managers shall make such accounts available for inspection and auditing by the Owners and/or their representatives in the Managers' offices or by electronic means, provided reasonable
notice is given by the Owners. Notwithstanding anything contained herein, the Managers shall in no circumstances be required to use or commit their own funds to finance the provision of the Management Services. SECTION 5 - Legal, General
and Duration of Agreement Trading Restrictions If the Managers are providing crew management services in accordance with subclause S(a) (Crew Management), the Owners and the Managers will, prior to the commencement of this Agreement, agree
on any trading restrictions to the Vessel that may result from the terms and conditions of the Crew's employment and shall review such trading restrictions if warranted during the period of this Agreement. Replacement If the Managers are
providing crew management services in accordance with subclause S(a) (Crew Management), the Owners may require the replacement, at their own expense, at the next reasonable opportunity, of any member of the Crew found on reasonable grounds to
be unsuitable for service. If the Managers have failed to fulfil their obligations in providing suitable qualified Crew within the meaning of subclause S(a) (Crew Management), then such replacement shall be at the Managers'
expense. Managers' Right to Subcontract The Managers shall not subcontract any of their obligations hereunder without the prior written consent of the Owners which shall not be unreasonably withheld, however, the Managers may use their
Affiliates to provide services ancillary to the Management Services. In any event the Managers shall remain fully liable for the due performance of the Management Services under this Agreement. Change of Control Each Party undertakes to
provide the other at least fifteen (15) days' written notice of any proposed change of Control of such Party. The other Party shall be deemed to consent if it does not object in writing within fifteen (15) days of receipt of the written
notice. If the other Party objects and agreement cannot be reached, then either Party may terminate this Agreement in accordance with subclause 31(f). Responsibilities Force Majeure Neither Party shall be liable for any loss, damage or
delay due to any of the following force majeure events and/or conditions to the extent that the Party invoking force majeure is prevented or hindered from performing any or all of their obligations under this Agreement, provided they have
made all reasonable efforts to avoid, minimise or prevent the effect of such events and/or conditions: acts of God; any government requisition, control, intervention, requirement or interference; any circumstances arising out of war,
threatened act of war or warlike operations, acts of terrorism, sabotage or piracy, or the consequences thereof; riots, civil commotion, blockades or embargoes; plague, epidemics or pandemics; earthquakes, landslides, floods or other
natural disaster or extreme natural event; --•• - •• •••<""-"''·••-•..•••••..•.,-'"'""""'" •-• ••ro ,=•••••-••-••ao••'"-"'-·•- ah_(\;\ are available from BIMCO at www.b;mco.org. iwic W\
PARTII strikes, lockouts or other industrial action, unless limited to the
employees (which shall not include the Crew) of the Party seeking to invoke force majeure; ionising radiation or contamination by radioactivity, chemical or biological contamination; fire, accident, explosion except where caused by
negligence of the Party seeking to invoke force majeure; and any other similar cause beyond the reasonable control of either Party. Liability to Owners Without prejudice to subclause 19(a), the Managers shall be under no liability
whatsoever to the Owners for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel) and
howsoever arising in the course of performance of the Management Services UNLESS same is proved to have resulted solely from the negligence, gross negligence or wilful default of the Managers (including their Affiliates) or their employees or
agents, or subcontractors employed by them in connection with the Vessel, in which case (save where loss, damage, delay or expense has resulted from the Managers' personal act or omission committed with the intent to cause same or recklessly
and with knowledge that such loss, damage, delay or expense would probably result) the Managers' liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of ten (10) times the annual
management fee payable hereunder. Acts or omissions of the Crew - Notwithstanding anything that may appear to the contrary in this Agreement, the Managers shall not be liable for any acts or omissions of the Crew, even if such acts or
omissions are negligent, grossly negligent or wilful, except only to the extent that they are shown to have resulted from a failure by the Managers to discharge their obligations under subclause S(a) (Crew Management), in which case their
liability shall be limited in accordance with the terms of this Clause 19 (Responsibilities). Indemnity Except to the extent and solely for the amount therein set out that the Managers would be liable under subclause 19(b), the Owners
hereby undertake to keep the Managers (including their Affiliates) and their employees, agents and subcontractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever
arising which may be brought against them or incurred or suffered by them arising out of or in connection with the performance of this Agreement, and against and in respect of all costs, loss, damages and expenses (including legal costs and
expenses on a full indemnity basis) which the Managers may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement. "Himalaya" It Is hereby expressly agreed that no employee or agent of the
Managers (including every Affiliate and subcontractor from time to time employed by the Managers) shall in any circumstances whatsoever be under any liability whatsoever to the Owners for any loss, damage or delay of whatsoever kind arising
or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this Clause 19
(Responsibilities), every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to the Managers or to which the Managers are entitled
hereunder shall also be available and shall extend to protect every such employee or agent of the Managers acting as aforesaid and for the purpose of all the foregoing provisions of this Clause 19 (Responsibilities) the Managers are or shall
be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time (including Affiliates and subcontractors as aforesaid) and all such persons shall to
this extent be or be deemed to be parties to this Agreement. General Administration The Managers shall keep the Owners and, if appropriate, the Company informed in a timely manner of any incident of which the Managers become aware which
gives or may give rise to delay to the Vessel or claims or disputes involving third parties. The Managers shall handle and settle all claims and disputes arising out of the Management Services hereunder, unless the Owners instruct the
Managers otherwise. The Managers shall keep the Owners appropriately informed in a timely manner throughout the handling of such claims and disputes. The Owners may request the Managers to bring or defend other actions, suits or proceedings
related to the Management Services, on terms to be agreed. The Managers shall have power to obtain appropriate legal or technical or other outside expert advice, in consultation with the Owners, in relation to the handling and settlement of
claims in relation to subclauses 20(a) and 20(bl and disputes and any other matters affecting the interests of the Owners in respect of the Vessel. On giving reasonable notice, the Owners may request, and the Managers shall in a timely
manner make available, all documentation, information and records in respect of the matters covered by this Agreement either related to mandatory rules or regulations or other obligations applying to the Owners in respect of the Vessel under
this Agreement to the extent permitted by relevant legislation. no • Copydght © 2024 SIMCO. All rights reserved. Any unauthori,ed copying, duplication, reproduction or distribution of this SIMCO Smarteon document will con, tute an
lnfrlntomont ol BJMCO's co are available from SIMCO at www.bimco o,g. ,.. - •,
PARTII On giving reasonable notice, the Managers may request, and the Owners
shall in a timely manner make available, all documentation, information and records reasonably required by the Managers to enable them to perform the Management Services. The Owners shall arrange for the provision of any necessary guarantee
bond or other security. Any costs incurred by the Managers in carrying out their obligations according to this Clause 20 shall be reimbursed by the Owners. 21. Managers' Information System The Managers will provide the Owners access to the
Vessel's data through the Managers' digital information platform. The Owners agree that the Managers have full and sole ownership of the Managers' digital information platform, including intellectual property rights and copyright under law,
and that the Owners shall be granted access to it for the duration of the Agreement only and shall relinquish any interest in it thereafter. Vessel's Information and Data All accounts, documents and information, including electronic data,
relating specifically to the Vessel and its operation ("Vessel Information") shall be the property of the Owners. Upon termination of this Agreement the Managers shall release the Vessel Information to the Owners, if so requested. The Vessel
Information shall be provided to the Owners, originals where possible or otherwise certified copies, with electronic data in a mutually agreed form. The Managers may retain copies of the Vessel Information. Inspection of Vessel The Owners
may at any time after giving reasonable notice to the Managers inspect the Vessel for any reason they consider necessary. Compliance with Laws and Regulations The Parties will not do or permit to 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. MLC For the purposes of this Clause: "MLC" means the International Labour Organization (ILO) Maritime Labour Convention (MLC
2006) and any amendment thereto or substitution thereof. "Shipowner" shall mean the party named as "shipowner" on the Maritime Labour Certificate for the Vessel. Subject to Clause 3 (Authority of the Managers), the Managers shall, to the
extent of their Management Services, assume the Shipowner's duties and responsibilities imposed by the MLC for the Vessel, on behalf of the Shipowner. The Owners shall ensure compliance with the MLC in respect of any crew members supplied by
them or on their behalf. (cl The Owners shall procure, whether by instructing the Managers under Clause 7 (Insurance Arrangements) or otherwise, insurance cover or financial security to satisfy the Shipowner's financial security obligations
under the MLC. Personal Data Protection For the purposes of this Clause: "Data Subject" means any identified or identifiable natural person, including Crew. "Personal Data" means any information relating to any Data Subject connected with
the Management Services. "DPR" means any data protection regulations applicable to the Parties in relation to the Management Services, including the European Union General Data Protection Regulation (GDPR). The Parties shall each ensure
compliance with the DPR in respect of Personal Data, with particular regard to: its collection and use; its safeguarding; any transfer to third parties; its retention; and the protection of Data Subjects' rights. The Parties shall have
proper notification and response procedures for any Personal Data breach. -...,... •.•..,-. -... 00•..,.-.. ·•---·--···'"'""-·"""""'·-··-··'"- """"'"'='----·· ·-·······'"-"'"".'i".:'.=.7- --W0,\\
PARTII (c) The Parties agree to conduct or submit to audits or inspections in
accordance with the DPR. Cyber Security For the purposes of this Clause: "Cyber Security Incident" is the loss or unauthorised destruction, alteration, disclosure of, access to, or control of a Digital Environment. "Cyber Security" is
technologies, processes, procedures and controls that are designed to protect Digital Environments from Cyber Security Incidents. "Digital Environment" is information technology systems, operational technology systems, networks,
internet-enabled applications or devices and the data contained within such systems. Each Party shall: implement appropriate Cyber Security measures and systems and otherwise use reasonable endeavours to maintain its Cyber Security; have
in place appropriate plans and procedures to allow it to respond efficiently and effectively to a Cyber Security Incident; and regularly review its Cyber Security arrangements to verify its application in practice and maintain and keep
records evidencing the same. Each Party shall use reasonable endeavours to ensure that any third party providing services on its behalf in connection with this Agreement complies with the terms of subclause (a)(i)-(iii). If a Party becomes
aware of a Cyber Security Incident which affects or is likely to affect either Party's Cyber Security, It shall promptly notify the other Party. If the Cyber Security Incident is within the Digital Environment of one of the Parties, that
Party shall: promptly take all steps reasonably necessary to mitigate and/or resolve the Cyber Security Incident; and as soon as reasonably practicable, but no later than twelve (12) hours after the original notification, provide the other
Party with details of how it may be contacted and any information it may have which may assist the other Party in mitigating and/or preventing any effects of the Cyber Security Incident. (ii) Each Party shall share with the other Party any
information that subsequently becomes available to it which may assist the other Party in mitigating and/or preventing any effects of the Cyber Security Incident. Sanctions For the purposes of this Clause: "Sanctioned Activity" means any
activity, service, carriage, trade or voyage subject to sanctions, prohibitions or restrictions imposed by a Sanctioning Authority. "Sanctioning Authority" means the United Nations, European Union, United Kingdom, United States of America or
any other applicable competent authority or government. "Sanctioned Party" means any persons, entities, bodies, or vessels designated by a Sanctioning Authority. (bl On entering into and throughout the duration of this Agreement: Owners and
Managers warrant for themselves that they are not a Sanctioned Party and that any performance under this Agreement shall not constitute a Sanctioned Activity; Owners warrant that the Vessel is not a Sanctioned Party and will not be used for
any Sanctioned Activity; Managers warrant that they will not subcontract any of their duties or obligations under this Agreement to any Sanctioned Party. If at any time during the performance of this Agreement either Party becomes aware
that the other Party is in breach of any warranty given under subclause 28(b), the Party not in breach may terminate this Agreement with immediate effect by giving notice to the Party in breach. Notwithstanding anything in this Clause to the
contrary, neither Owners nor Managers shall be required to do anything which constitutes a Sanctioned Activity. Notwithstanding any other provision in this Agreement, Owners and Managers shall be liable to indemnify the other Party against
any and all claims, losses, damages, costs and fines whatsoever suffered by the other Party resulting from any breach of the warranties given under Copyright© 2024 BIMCO. All rights reserved. Any un•uthorised a,pylng, duplication,
reproducdon or dbtrlbution of this BIMCO Sm•rtCon document will constitute an lnfdngement of BIMCO's a,pyrig " an, available from BIMCOat WWWbimco.org \ "'-.)- }
PART II subclause 28(b). Anti-Corruption The Parties agree that in connection
with the performance of this Agreement they shall each comply at all times with all applicable anti corruption legislation. Notwithstanding any other provision in this Agreement, if either Party fails to comply with any applicable
anti-corruption legislation: it shall defend and indemnify the other Party against any and all claims, losses, damages, costs and fines whatsoever suffered by the other Party resulting from such breach; and if such breach causes the
non-breaching Party to be in breach of any applicable anti-corruption legislation, the non-breaching Party shall be entitled to terminate this Agreement and/or claim losses, damages and costs resulting from the breach. Duration of the
Agreement This Agreement shall come into effect at the date stated in Box 2 and shall continue until terminated by either Party by giving notice to the other; in which event this Agreement shall terminate upon the expiration of the later of
the number of months stated in Box 19 or a period of two (2) months from the date on which such notice is received, unless terminated earlier in accordance with Clause 31 (Termination). Where the Vessel is not at a mutually convenient port
or place on the expiry of such period, this Agreement shall terminate on the subsequent arrival of the Vessel at the next mutually convenient port or place. Termination Owners' or Managers' default If either Party fails to meet their
obligations under this Agreement, the other Party may give notice to the Party in default requiring them to remedy it. In the event that the Party in default fails to remedy it within a reasonable time to the reasonable satisfaction of the
other Party, that Party shall be entitled to terminate this Agreement with immediate effect by giving notice to the Party in default. Notwithstanding subclause 31(a): The Managers shall be entitled to terminate the Agreement with immediate
effect by giving notice to the Owners if any monies payable by the Owners and/or the owners of any associated vessel, details of which are listed in Annex "D", shall not have been received in the Managers' nominated account within ten (10)
days of receipt by the Owners of the Managers' written request, or if the Vessel is repossessed. If the Owners proceed with the employment of or continue to employ the Vessel in the carriage of contraband, blockade running, or in an unlawful
trade, or on a voyage which in the reasonable opinion of the Managers is unduly hazardous or improper, the Managers may give notice of the default to the Owners, requiring them to remedy it as soon as practically possible. In the event that
the Owners fail to remedy it within a reasonable time to the satisfaction of the Managers, the Managers shall be entitled to terminate the Agreement with immediate effect by notice. If either Party fails to meet their respective obligations
under subclause S(b) (Crew Insurances) and Clause 11 (Insurance Policies), the other Party may give notice to the Party in default requiring them to remedy it immediately, failing which the other Party may terminate this Agreement with
immediate effect by giving notice to the Party in default. Extraordinary Termination This Agreement shall be deemed to be terminated in the case of the sale of the Vessel or, if the Vessel becomes a total loss or is declared as a
constructive or compromised or arranged total loss or is requisitioned or has been declared missing or, if bareboat chartered, unless otherwise agreed, when the bareboat charter comes to an end. For the purpose of subclause 31(c)
hereof: the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be the date on which the Vessel's owners cease to be the registered owners of the Vessel; the Vessel shall be deemed to be 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 court or tribunal that a constructive loss of the Vessel has occurred; and 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. A missing vessel shall be deemed lost in accordance with the provisions of subclause 31(d)(ii). oo,.,.,,=••mM"'"""•- ••"'""' ""''·"""""·""--•• .-,,.•• ..===•-••.. •
•••••••••..• .. •oo•-• -0J a,eavailablefromBIMCOatwww.bimco.org. w\\;J"'Jl w\
PARTII In the event the Parties fail to agree the annual budget in accordance
with subclause 14(b), or to agree to a reduction in the annual management fee in accordance with subclause 13(d). either Party may terminate this Agreement by giving the other Party not less than one (1) month's notice, the result of which
will be the expiry of the Agreement at the end of the current budget period or on expiry of the notice period, whichever is the later. In the event the Parties fail to agree a change of flag in accordance with subclause 9(d)(ii), or to a
change of Control in accordance with Clause 18, either Party may terminate this Agreement by giving the other Party not less than one (1) month's notice, the result of which will be the termination of the Agreement upon the change of flag or
change of Control or on expiry of the notice period, whichever is the earlier. This Agreement shall terminate forthwith in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of
either Party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver or administrator is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its
creditors. In the event of the termination of this Agreement for any reason other than default by the Managers the annual management fee payable to the Managers according to the provisions of Clause 13 (Management Fees and Expenses), shall
continue to be payable for a further period of the number of months stated in Box 20 as from the effective date of termination. If Box 20 is left blank then ninety {90) days shall apply. In addition, where the Managers provide Crew for the
Vessel in accordance with subclause S(a) (Crew Management), the Owners shall pay any Severance Costs which may be incurred, not exceeding the amount stated in Box 21. The Managers shall use their reasonable endeavours to minimise such
Severance Costs. The termination of this Agreement shall be without prejudice to all rights accrued due between the Parties prior to the date of termination. 32 BIMCO Law and Arbitration Clause 2020 The Parties have been given a choice of
law and arbitration alternatives in Part I and this is the clause that shall apply. This contract shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this contract shall be
referred exclusively 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 seat of
arbitration shall be London even where any hearing takes place in another jurisdiction. The reference shall be to three (31 arbitrators. (cl The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association
(LMAA) Terms. (d) 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. 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 parties may agree
that the arbitration shall be conducted in accordance with the LMAA Intermediate Claims Procedure. (el The terms, procedures and rules referred to in subclauses (c) and (dl above shall be those current at the time when the arbitration
proceedings are commenced. (f) Any and all notices and communications in relation to any arbitration proceedings under this Clause, including commencement notices and appointment of arbitrators, shall be treated as effectively served from
the date and time the e-mail was sent if sent by e-mail to thee mail address of the Owners stated in Box 23 and of the Managers stated in Box 24, respectively. Either Party shall be entitled to change and/or add to the e-mail addresses by
sending notice of change to the other Party at the address in Box 23 and Box 24 respectively (or, if previously amended by notice, the relevant amended addresses). Nothing in this clause shall prevent any notice and communication in relation
to any arbitration proceedings in connection with this contract being served by other effective means. BIMCO Mediation/Alternative Dispute Resolution Clause 2021 In the event of a dispute or difference arising under, out of or in connection
with this Agreement either Party may at any time, either prior or subsequent to the commencement of any proceedings, invite the other to participate in an alternative dispute resolution (ADRl procedure including (but not limited to)
mediation, early neutral evaluation and/or early intervention by written notice to the other Party. The other Party shall within fourteen (14) calendar days of receipt of such notice reply in writing either agreeing to participate or
declining to participate, giving reasons for declining. are avallable from BIMCO at www.b1mc0.org,
PARTII If the Parties agree to participate in an ADR procedure, they shall both
take such steps as are necessary to progress the ADR procedure in good faith and without undue delay. The Parties' participation in the ADR procedure shall not affect the rights of either Party to seek such relief or take such steps as it
considers necessary to protect its interests. Subject to subclause (g), the ADR procedure shall be without prejudice and confidential and no information or documents disclosed during it shall be revealed to any Tribunal and/or Court in any
subsequent or on-going proceedings except to the extent that they are disclosable under the law and procedure governing the relevant proceedings. Unless otherwise agreed, each Party shall bear its own costs incurred in the ADR procedure and
the Parties shall share equally any third party costs and expenses. If the other Party does not agree to participate in any ADR procedure under this Clause, that fact may be brought to the attention of the competent Tribunal and/or Court and
may be taken into account by such Tribunal and/or Court when allocating the costs of the proceedings as between the Parties. (Note: The Parties should be aware that the ADR process may not interrupt time limits.) 34. Notices All notices
given by either Party or their agents to the other Party or their agents in accordance with the provisions of this Agreement shall be in writing and shall, unless specifically provided in this Agreement to the contrary, be sent to the address
for that other Party as set out in Boxes 25 and 26 or as appropriate or to such other address as the other Party may designate in writing. A notice may be sent by registered or recorded mail, courier, email or delivered by hand in accordance
with this subclause 34(a). Any notice given under this Agreement shall take effect on receipt by the other Party and shall be deemed to have been received: if sent by registered or recorded mail, on the seventh (7th) day after posting; if
sent by email, on the day of transmission; and if delivered by courier or by hand, on the day of delivery. And in each case proof of posting, couriering, handing in or transmission shall be proof that notice has been given, unless proven to
the contrary. 35. Entire Agreement This Agreement constitutes the entire agreement between the Parties and no promise, undertaking, representation, warranty or statement by either Party prior to the date stated in Box 1 shall affect this
Agreement. Any modification of this Agreement shall not be of any effect unless in writing signed by or on behalf of the Parties. 36, Third Party Rights Except to the extent provided in subclauses 19(c) (Indemnity) and 19(d) (Himalaya), no
third parties may enforce any term of this Agreement. Partial Validity If any provision of this Agreement is or becomes or is held by any arbitrator or other competent body to be illegal, invalid or unenforceable in any respect under any
law or jurisdiction, the provision shall be deemed to be amended to the extent necessary to avoid such illegality, invalidity or unenforceability, or, if such amendment is not possible, the provision shall be deemed to be deleted from this
Agreement to the extent of such illegality, invalidity or unenforceability, and the remaining provisions shall continue in full force and effect and shall not in any way be affected or impaired thereby. Waiver A waiver of any breach or
provision of this Agreement shall only be effective if it is made in writing and signed by an authorised signatory of the Party who is waiving such breach or provision. Any waiver of a breach of any term of this Agreement shall not be deemed
a waiver of any subsequent breach and shall not affect the enforceability of any other term of this Agreement. Warranty of Authority The Owners and the Managers each warrant and represent that the person whose signature appears in Part I
hereto is its representative and is duly authorised to execute this Agreement as a binding commitment of such Party. Confidentiality
PARTII (a) This Agreement and all information or data provided or obtained in
connection with the performance of this Agreement is and shall remain confidential and not be disclosed without the prior written consent of the other Party, provided however that each Party may disclose confidential information to its
Affiliates, employees, agents, subcontractors and/or professional advisors for the performance of this Agreement or for legal or compliance purposes. (bl The Parties shall use their best efforts to ensure that such information shall not be
disclosed to any third party by any of their Affiliates, employees, agents, subcontractors and/or professional advisors. (c) This Clause shall not apply to any information or data that has already been published or is in the public domain.
(dl All information and data provided by a Party is and shall remain the property of that Party. BIMCO Electronic Signature Clause 2021 For the purpose of this Clause "Electronic Signature" shall mean data in electronic form which is
attached to or logically associated with other data in electronic form and which is used by a signatory to sign and includes, without limitation, typing a name into a contract, inserting a signature (in the form of an image) into a contract
or using a web-based electronic signature platform to generate an electronic representation of a handwritten signature or a digital signature using public key encryption technology or a scanned signature. (bl The Parties agree that this
Agreement, and any documents to be signed in connection herewith, may be electronically signed and the use by a Party of an Electronic Signature shall, for the purposes of validity, enforceability and admissibility, be conclusive evidence of
that Party's intention to be legally bound as if such signature had been written by hand. (cl In the event that an Electronic Signature is, for any reason whatsoever, not recognised by any relevant person, entity or authority in any
applicable jurisdiction, each Party undertakes, upon request, to promptly provide a handwritten signature on any relevant document. (d) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an
original and all of which together shall constitute one and the same agreement. A counterpart bearing an Electronic Signature shall satisfy the requirements of this Clause. Interpretation In this Agreement: Singular/Plural The singular
includes the plural and vice versa as the context admits or requires. (bl Headings The index and headings to the clauses and appendices to this Agreement are for convenience only and shall not affect its construction or interpretation. (cl
Day "Day" means a calendar day unless expressly stated to the contrary. Copyrieht © 2024 BIMCO. All rights reserved. Any unaulhorised copying, duplication, reproduction or dtstrlbution of this81MCO Smarteon document wtll constitute an
infringement of BIMCO's copyright.bpl.an1101y or are availabte from SIMCO at www.bimco.org.
ANNEX A ANNEX "A" (DETAILS OF VESSEL OR VESSELS) TO THE BIMCO STANDARD SHIP
MANAGEMENT AGREEMENT CODE NAME: SHIPMAN 2024 Date of Agreement: 15 AUGUST 2024 Name of Vessel(s): ZEZE START Particulars of Vessel(s): IMO NO.: 9392781 REGISTRY: MARSHALL ISLANDS CLASS: ABS BUILT: 2009 DWT:49,999 GT: 29,307 TYPE:
CHEMICAL/PRODUCT TANKER Copyriaht ID 2024 BIMCO. All rights resen,ed. Any unauthorised copying, dupllcatlan, reproduction or distribution of this BIMCO Smarteon document will constitute anInfringement of 8IMC0°scopyrrg.hlp. l!lrt.)lcuv
notes are available from BIMCO at www.bbnco.af'I.
Numbers Rank Nationality 1 MASTER INDIAN 1 CHIEF
OFFICER INDIAN 1 SECOND OFFICER INDIAN 1 THIRD OFFICER INDIAN 1 CHIEF ENGINEER INDIAN 1 SECOND ENGINEER INDIAN 1 THIRD ENGINEER INDIAN 1 ELECTRICAL OFFICER INDIAN 1 TRAINEE MARINE ENGINEER INDIAN 1 DECK
CADET INDIAN 1 PUMPMAN INDIAN 1 BOSUN INDIAN 1 FITTER INDIAN 3 ABLE SEAMAN INDIAN 1 ORDINARY SEAMAN INDIAN 2 OILER INDIAN 1 CHIEF COOK INDIAN 1 MESSMAN INDIAN ANNEXB ANNEX "B" (DETAILS OF CREW) TO THE BIMCO
STANDARD SHIP MANAGEMENT AGREEMENT CODE NAME: SHIPMAN 2024 Date of Agreement: 15 AUGUST 2024 Details of Crew: MASTER AND CREW TO BE APPOINTED AS APPROPRIATE TO THE TRADING AND OPERATIONAL REQUIREMENTS OF THE VESSEL, ALWAYS SUBJECT TO THE
GOVERNING LAWS AND REGULATIONS. TOTAL COMPLEMENT= 21 PERSONS
ANNEXC ANNEX "C" (BUDGET) TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT CODE
NAME: SHIPMAN 2024 Date of Agreement: 15 AUGUST 2024 Managers' initial budget with effect from the commencement date of thls Agreement (see Box 2): THE MANAGERS' PRE-DELIVERY OPERATING EXPENSES BUDGET AND INITIAL BUDGET ARE ATTACHED
HERETO. Copyright Cl 2024 BIMCO. Aa rights re5eM!!d. /Vry umiuthorbed copyfrc, dupllcatlon, reproduction or dbtrlbutfon of this BIMCO SmartCon document wlH constitute an infrlnaement of BIMCO's copyright. Explamtory notes a vaibb1e from
BtMC.O at www.bfmco.o,g.
MANAGERS' POE BUDGET ® ANGLO-EASTERN Vessel Name lilate Prlnclpal Mal11Engine
Meke/T,ype Tr dlng Area Expe'cled Oellver;y Date Expected iekeover Place Zo • Start (IMO No. 9392761} AUJ•24 Ocean_Pal B&W 6 S 50 MC - C WQ dwide TBA TBA Vessel Type YearBulft Bull.ding V.ar'<l GT DWT lilag Glass MR
Tanker 2009 Hyundai Mipo 29307 49999 Marshall Island ABS ITEM BUDGET (USD) REMARKS Crew Waaes / Stbv / OT Crew Accammadation / Victuallina for stav at Yard Crew Total $ - Stores - Deck / Engine/ Steward $ 3,000.00 Computers and
IT infrastructure + PMS $ 2 000.00 Paint $ 5 000.00 Charts/Publications incl. for ECDIS Rooes & Wires Chemicals & Test kits Gases & Weldino Eouioment Oil Soill Kil - OPA 90 Medicines Lubricants / EAL for Stern
Tube Stores Total $ 10,000.00 Soares Main Enoine Spares Aux Engine, Generators Spares Electrical BWTS Annual calibration and servicing. Calibration will be coming due Spares BWTS / SCRI Aux. Machinery Soares & Repair Total $
- Communication Setup thru Service provider $ 6,000.00 Optional Slar1ink hardware & Setup & Radio service allendance Printing and Stationery $ 3,000.00 Superintendents Fee and Expenses $ 5,000.00 Class Fees $ 6,500.00 UW
Inspection cosl has nol been included Fuel Oil/ Lube Oil/ Other Test Kits Reoistration & Initial Flag Survey $ 5,000.00 Aoencv & Disbursements s 5,000.00 Bank Charges Pre-deliverv Manaoement fee General Exoenses Total $
30,500.00 T0TAI.,PRE-0PERATING Ell'PENS_g $ 401600,00 COMMENTS Star1ink hardware cost is considered. Anti-Piracy kit not included. Lube oil costs not budgeted at this stage. Actual cost will be included in the Opex. Agency fee basis
estimate for normal husbandry services
Vessel Budget (ft} ANGLO-EASTERN Vessal Name IMO No 9392781 Veaaal Type MR
Tinker bate 11 Jul 2024 YearBulll 2009 Period FromJTo - Jan 2024 - Dec 2024 Building Yard Hyundai Mlpo Dockyard Pr1nclpal Ocea"p■I GT 29307 Main EnJ1lnt Mikon:!lpo B&W 6 S 50 MC-C -
HHI DWT 49989 l'owar 9.(80 Flag Marshall Island• Runnln11Days/Year 200 Cl11s ABS Expected Dallvary Date TBA Trading Area Far East Expected Takeover Place TBA Currency use Number or Crew 21 Crew
Natlonallty Alllndltna Crew Change Location 100% Far East CrewCBA omaars,MIJI R•Ungt,NUSllBF.,WET Items New Budget/Year New Budget/Month New Budget/Day Remarks Monnlng
Expanso!( Wages 1,143,684 95,307 3,133 Overlime 15,615 1,301 43 Crew Travel 105,600 8,800 289 Medical 2,000 167 5 Food Provisions 70,628 5,886 194 Union Costs 1.88 3,490 115 Crew
Training 27,000 2.250 74 Miscellaneous 65,040 5,420 170 Manning Total 1,471,461 122,621 4,031 Opcl)ltlonnl E•po_n1cs _ Spares 140,000 11,667 384 Stores 129.500 10,792 355 Services 93,000 7,750 255 lubricatino
Oils 97,396 8,116 267 ShipInsurance 139,000 11,583 381 General Expenses 116,000 9,667 318 Oporillonol 'l'olal 714,188 H,674 1,911 Management Fee Management Fee 160,000 13,333 438 Manlll!'lllnl Fee 180,000 I 13;3l!3 438
I Flnanc.111l'.olal s,aoo 11 I Normlll Operating Expenses 2,362,841 1is,m 6,446 Vetllng/Opa/Audlt General Velllng/OPA/Audil Expenses 29,000 2,417 79 Vttllng/Opa/A1tdltToJJ1l 29,000 2,417 79 Disbursements bisbursements &
Voyage Expenses -- Ofjl/ iil.tm°!lllll '[4'_1111 Olherep1,raunl! Expense 28,000 2,417 79 GRANDTOTAL 2,381,647 198,471 6,525 COMMENTS I. Ves;sel budget eslimaled basis vessel trading far easl calllng convenient and compelilive
ports where crew change. stores, supplies and services can be arranged, 2. Manning wages basis eslimate 2024 wage revision.All Indians 3, Slores and chemicals for chemical lrade I cleanh19 nol included. 4, Lub oil cost based on current
contract prices and suppry at compeli1ive pot1s 5, Repair and Survey: This cost includes the yearly ser\!iclng of LSNFFA. Navig;:ilion and Radio equipmenl and Class Annual Survey Block Fee (Block Fee Agreement to be signed with Class). 6.
Spares and stores budge! is ror replenishment or consumables and not for stocking. 7. General expenses includes waste disposal, communication and postage, superinlendenl visit, veiling inspection, COi OPNQI Fees(S20,000), COFR and fuel oil
analysis.Excludes tonnage lax. 11!1, The budget does not include cost ror lhe change of OwnershipNessel mime, Manager's DOC documentation and sale exclusion items.
ANNEX D ANNEX "D" (ASSOCIATED VESSELS) TO THE BIMCO STANDARD SHIP MANAGEMENT
AGREEMENT CODE NAME: SHIPMAN 2024 NOTE: PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS ANNEX "D" THEY WILL BE SUBJECT TO THE PROVISIONS OF SUBCLAUSE 31(b)(I) OF THIS AGREEMENT. Date of Agreement: 15 AUGUST 2024 Details of Associated
Vessels: NIL CopyrJght C 2024 SIMCO. All rights reserved. Any unauthorised mpylng,, dupllcation. reproduction or distribution of thu SIMCO SmartCon dOaJment wdl constitute an lnrrln&ement or BIMCO's copyright. Explanatory notes are
avall1ble from BIMCO at www.blmco.org.
ANNEXE ANNEX "E" (FEE SCHEDULE) TO THE BIMCO STANDARD SHIP MANAGEMENT
AGREEMENT CODE NAME: SHIPMAN 2024 NOT APPLICABLE Copyright© 2024 BIMCO. All rights reserved. Any unauthorised copying, dupllcation, reproduction or dbtribution of this BIMCO SmartCon document will comtilute an infringement of BIMCO'.s
copyright. h:planatory notes are available from B1MCO atwww.bimco.o,g.